TCR_Public/091209.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 9, 2009, Vol. 13, No. 340

                            Headlines

2300 SUGAR SWEET: Voluntary Chapter 11 Case Summary
ACCURIDE CORP: Creditors Committee Down to Three Members
AIRTRAN HOLDINGS: Says It's Well Prepared for Economic Uncertainty
ALDO TROVATO: Case Summary & 12 Largest Unsecured Creditors
ALIMENTATION COUCHE-TARD: Moody's Upgrades Senior Rating to 'Ba1'

AMTRUST MANAGEMENT: Sec. 341 Creditors Meeting Set for Jan. 7
ANGIOTECH PHARMACEUTICALS: Delays $250-Mil. Securities Offering
ANTHONY PANARELLI: Voluntary Chapter 11 Case Summary
ARK-ROD INC: Case Summary & 20 Largest Unsecured Creditors
ART ADVANCED: Unsecured Creditors Vote in Favor of Plan

ASPEN LAND: Creditors Have Until Dec. 31 to File Proofs of Claim
ASSOCIATED MATERIALS: Delays Exchange Offer for 9.875% Notes
AUTOBACS STRAUSS: Given Only Two Weeks More Exclusivity
AVNER ARAZI: Voluntary Chapter 11 Case Summary
BASSAM HAMZAH: Case Summary & 19 Largest Unsecured Creditors

BERNARD MADOFF: Cohmad Wants Picard Suit Dismissed
BIG WASH: Sec. 341 Creditors Meeting Set for Dec. 29
BRAINTECH INC: Posts $736,000 Net Loss in Q3 2009
CALIFORNIA COASTAL: HOVDE CEO Acquires 1.48 Million Shares
CANWEST GLOBAL: CEP Union Authorized as Representative

CANWEST GLOBAL: CEP Union to Appeal Order Denying Funding
CANWEST GLOBAL: Monitor Reports on Intercompany Claims
CERTIFIED DIABETIC: Posts $285,300 Net Loss in Q3 2009
CHRISTOPHER SUAREZ: Case Summary & 6 Largest Unsecured Creditors
CIT GROUP: Prepackaged Plan Confirmed, Expects Dec. 10 Emergence

CITIGROUP INC: Citi Funding to Issue 14 Series of Securities
CITIGROUP INC: Files Prospectus to Remarket 6.010% Notes Due 2015
CTI GLOBAL: Files for Chapter 11 Bankruptcy
COLONY BEACH: Has Until January 15 to File Plan of Reorganization
COMMONWEALTH BIOTECH: Posts $633,200 Net Loss in Q3 2009

CONSOL ENERGY: To Idle Fola Operations; Issues WARN Notice
COYOTES HOCKEY: Files Ch. 11 Plan, Rejects Call for Conversion
CRUCIBLE MATERIALS: To Auction Off Distribution Centers on Dec. 15
CRUSADER ENERGY: Shareholders Say Company Is Solvent
DEARBORN BANCORP: Receives Non-Compliance Notice From NASDAQ

DENNY'S CORP: Board Approves Amendment to Bylaws
DEEP MARINE: Files for Bankruptcy Protection in Houston
DOLL & DOLL: Sale Hearing of Dealership Sale Moved to Dec. 22
DOUGLAS DIRTING: Case Summary & 20 Largest Unsecured Creditors
DUBAI WORLD: Begins Talks with Major Bank Lenders

DUBAI WORLD: W Hotel Sold for $2-Mil. at Foreclosure Auction
EMPIRE RESORTS: Registers 2MM Shares Issuable Under Equity Plan
EVERGREEN TRANSPORTATION: Court OKs Auction of Truck and Trailers
FAIRVUE CLUB: Sec. 341 Creditors Meeting Set for December 30
FILENE'S BASEMENT: To Close Shop in March; 75 Workers Affected

FIRST CITY: Class-Action Settlement for Retirees Approved
FRANK CARUS: Case Summary & 25 Largest Unsecured Creditors
FREEDOM COMMS: Names Claudia Elliot as Porterville's Editor
FREEDOM COMMS: Committee Says Sales May Yield Higher Returns
FRIEDMAN'S INC: Unsec. Creditors Recovery Reach 31.3% So Far

G.E.R. BUTTERNUT: Case Summary & 2 Largest Unsecured Creditors
GENERAL GROWTH: Texas Comptroller Objects To Bankruptcy Plan
GENERAL MOTORS: Auto Critic Takes a Seat in GM's Turnaround
GENERAL MOTORS: Bryant, et al., Want to File Class Proof of Claim
GENERAL MOTORS: Deutsche Bank Seeks Lift Stay for Set-Off

GENERAL MOTORS: F. Hinrichs Want to Compel Document Production
GENERATION BRANDS: Secures $20 Million Financing From BNP Paribas
GLOBAL SAFETY: Court Confirms Chapter 11 Plan
GOODMAN GLOBAL: S&P Assigns Corporate Credit Rating at 'B+'
GOTTSCHALKS INC: Unsecured Creditors to Split "Remaining Assets"

GPX INTERNATIONAL: Titan Int'l Outbids Alliances' $38.3 Mil. Offer
GRAMERCY CAPITAL: Settles Credit Facility and Term Loan
GREEKTOWN HOLDINGS: Plan Set for Jan. 12 Confirmation Hearing
HAIGHTS CROSS: S&P Withdraws 'D' Corporate Credit Ratings
HARVARD SURGERY CENTER: Case Summary & 13 Largest Unsec. Creditors

HARVEST OIL: Court Confirms Second Amended Plan of Reorganization
HEALTHSOUTH CORP: Closes Sale of $290-Mil. of 8.125% Sr. Notes
HOLLEY PERFORMANCE: Wants to Auction Clean Power & Related Assets
INTEGRATED HEALTHCARE: Posts $105,000 Loss September Quarter
INVITEL HOLDINGS: Soliciting Consents for Magyar's Senior Notes

JEFFERY LYNN GILLEY: Case Summary & 20 Largest Unsecured Creditors
KABUTO ARIZONA: Puts Wigwam on Auction Block; JDM to Bid $45 Mil.
KIEBLER SLIPPERY: Gets Final OK to Use Huntington Cash Collateral
KIEBLER SLIPPERY: Wants Plan Filing Extended Until January 23
KOREA MEDICAL GROUP: Case Summary & 7 Largest Unsecured Creditors

LAMAR ARBORS: 341 Creditors Meeting Set for Dec. 30
LAMAR ARBORS: Reveals Largest Unsecured Creditor
LEHMAN BROTHERS: Has BRL2-Billion Assets in Brazil
LEO ROBBINS: Economic Woes Prompts Chapter 11 Filing
LIFE SCIENCES: Files Form 15 to Deregister Common Stock

LITTLE LAMB SCHOLASTIC: Case Summary & 8 Largest Unsec. Creditors
LEO ROBBINS & SONS: Case Summary & 20 Largest Unsecured Creditors
LYONDELL CHEMICAL: To Settle Lawsuit Out from Under Creditors
MACIAS ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
MARIA VILLALOBOS: Voluntary Chapter 11 Case Summary

MAXXAM INC: Settles Two Lawsuits on Stock Split
MCDERMOTT INTERNATIONAL: Moody's Affirms 'Ba2' Corp. Family Rating
MCJUNKIN RED: S&P Assigns 'B' Rating on $1 Bil. Senior Notes
MERISANT WORLDWIDE: Violates Absolute Priority Rule, Says Nomura
MICHEL DESAEDELEER: Case Summary & 8 Largest Unsec. Creditors

NATIONAL BEDDING: Moody's Gives Stable Outlook, Keeps 'B2' Rating
NELSON EDUCATION: Moody's Downgrades Corp. Family Rating to 'B3'
NEOMEDIA TECHNOLOGIES: Posts $13.6 Million Net Loss in Q3 2009
NEW BERN: Sec. 341 Creditors Meeting Set for Jan. 11
NEW BERN: Files Schedules of Assets & Liabilities

NEW BERN: Taps Northen Blue as Bankruptcy Counsel
NEW BERN: Wants to Assume Sale Pacts, Transfer Liens to Proceeds
NORTEL NETWORKS: Asks Canada to Move Deadline for Employee Claims
NORTEL NETWORKS: Globalware Solutions Buy $118,000 Claim
NORTEL NETWORKS: Pensioners Criticize Rich Bonuses for Executives

NORTEL NETWORKS: Seeks Nod to Sell Property to 561121 Ontario
NORTHEAST BIOFUELS: CFO Must Be Paid, Creditors Says
NOWAUTO GROUP: Defaults Revolver but Expects Lenders to Forbear
NTK HOLDINGS: Applies to Hire Ropes as Special Counsel
NTK HOLDINGS: Authorized to Use Cash Collateral Until Feb. 28

NTK HOLDINGS: Court's Order Confirming Prepackaged Plan
NTK HOLDINGS: Reports $12.4 Million Loss for October Quarter
NTK HOLDINGS: Wants KPMG LLP as ICOFR Consultants
NTK HOLDINGS: Predicts EBITDA Rise to $250 Million in 2014
NUTRITIONAL SOURCING: Can Sell Blockbuster Stores

NUVEEN INVESTMENTS: Posts $3,011,000 Net Loss for Sept. 30 Qtr
ORCHARD RETAIL NETWORK I: Voluntary Chapter 11 Case Summary
ORLEANS HOMEBUILDERS: Has Tentative Deal to Amend Credit Facility
ORLEANS HOMEBUILDERS: Won't Make $639,000 Payment on 8.52% TruPS
PALM BEACH: Sec. 341 Creditors Meeting Set for January 6

PANOLAM INDUSTRIES: Posts $11,620,000 Net Loss for Sept. 30 Qtr
PANTRY INC: Moody's Affirms Corporate Family Rating at 'B2'
PCS EDVENTURES: Deregisters 2.3MM Unsold Shares under 2004 Plan
PEAK FITNESS: To Sell Gym Facility For $1.85 Million
PINE LAKE: Court Confirms Chapter 11 Reorganization Plan

PRESIDENT CASINOS: District Court Awards $28 Million in Damages
QSGI INC: Has Until January 18 to File Chapter 11 Plan and DS
QUALITY BROADLOOM: Case Summary & 20 Largest Unsecured Creditors
QUEST RESOURCE: RBC Extends Deadline to Complete Recombination
QUEST RESOURCE: Registers 1,565,636 Common Shares

READER'S DIGEST: Reaches Deal with Landlord to Headquarters
R.H. DONNELLEY: Court Approves Quarterly Fee Applications
R.H. DONNELLEY: David Veit Disposes of 19,350 Shares
R.H. DONNELLEY: Proposes PwC as Special Accountant
RHODES HOMES: Creditors to Take Las Vegas Property Under Plan

RIEPER FAMILY LIMITED: Case Summary & 4 Largest Unsec. Creditors
RIVER WEST PLAZA: Case Summary & 20 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Banked At Least $46M Since 2008
SARATOGA RESOURCES: To Pay $14-Mil. to Wayzata Upon Emergence
SEALY MATTRESS: Moody's Gives Stable Outlook; Affirms 'B2' Rating

SEDONA STARS LLC: Voluntary Chapter 11 Case Summary
SEMGROUP ENERGY: Changes Name to Blueknight Energy Partners
SINCLAIR BROADCAST: Reports $16,100,000 Net Income for Q3 2009
SIX FLAGS: Bondholders Denied Bid To Take Over Plan Process
SMURFIT-STONE: Gets Nod for Settlement with CIT Group

SMURFIT-STONE: Gets Nod for Settlement With BHS Corrugated
SMURFIT-STONE: Deloitte Backs Claims Determination Procedures
SPANSION INC: Gets Nod to Sell AMAT Polisher to STM
SPANSION INC: Proposes 2nd Amendment to Macquarie Remarketer Pact
SPANSION INC: Proposes to Reimburse Silver Lake $350,000

SPEEDUS CORP: Reports $948,150 Net Loss in Q3 2009
STANDARD PACIFIC: Delays Exchange Offer for 10.750% Senior Notes
STEWART & STEVENSON: S&P Cuts Corporate Credit Rating to 'B-'
STILLWATER MINING: S&P Raises Corporate Credit Rating to 'B'
STINSON PETROLEUM: Can Access Community Bank Cash Until Dec. 22

STINSON PETROLEUM: Creditors Panel Wants Ch. 11 Trustee Appointed
TAMARA COBOS-MENDEZ: Case Summary & 7 Largest Unsecured Creditors
TARRAGON CORP: Can Sell Membership Interests to Ursa Development
TARRAGON CORP: Gets Interim OK to Obtain DIP Loan with Westminster
TEXAS CLASSIC: Taps Jack N. Fuerst & Associates as General Counsel

THOMAS NICKERSON: Sec. 341 Creditors Meeting Set for Jan. 6
TOUSA INC: Starwood Land Offers $61 Million for Florida Assets
TRI STAR MEDICAL: Case Summary & 4 Largest Unsecured Creditors
TRIAD GUARANTY: Receives Non-Compliance Notice From NASDAQ
TRONOX INC: Authorized to Reimburse Milbank Tweed

TRONOX INC: Gets Nod to Expand Ernst & Young Work
TRONOX INC: Equity Panel Has Nod to Tap Eureka & Young
TRUMP ENTERTAINMENT: Donald Trump Sues SimBag Principals
TRUMP ENTERTAINMENT: Beal Bank Files Competing Plan
TRW AUTOMOTIVE: Moody's Assigns 'Ba3' Rating on Senior Facilities

TWIN VEE: Court Transfer All Assets to Roger Dunshee
UNIFI INC: Langone, Invemed Disclose 2.40% Equity Stake
UNITED MARITIME: Moody's Assigns Corporate Family Rating at 'B2'
VALLEY SPORTS CLUB: Voluntary Chapter 11 Case Summary
VERMILLION INC: Shareholders Want to Vote on Plan

W HOTEL: Sold to LEM for $2-Mil. at Foreclosure Auction
WALKING COMPANY: Files for Voluntary Chapter 11 in Santa Barbara
WALKING COMPANY: Case Summary & 20 Largest Unsecured Creditors
WOODY MEDLOCK: Faces Forfeiture Sought by DA Over Healthcare Fraud
WORLDGATE COMMUNICATIONS: Posts $1.9 Million Net Loss in Q3 2009

W.R. GRACE: Asbestos Representative Hires Lincoln as Advisor
W.R. GRACE: Gets Nod for Stipulation With Austin Quality
W.R. GRACE: Stipulation Resolving Superfund Site Obligations
WYNDEHAVEN TERRACE BANQUET: Voluntary Chapter 11 Case Summary
ZIX CORPORATION: To Exit e-Prescribing Business

* Current Loan Modification Programs Won't Solve Strategic Default
* E&Y Malpractice But No Fraud in CBI Case: Judge
* U.S. Forecasts Smaller Loss from Bailout of Banks

* Bingham Lures Sidley Restructuring, Finance Pro
* Two Cohen & Grigsby Attorneys Tapped to Lead Case Mgt. Reform

* Upcoming Meetings, Conferences and Seminars

                            *********

2300 SUGAR SWEET: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 2300 Sugar Sweet Realty, LLC
        2300 Sugar Sweet Road
        Weslaco, TX 78599-1247

Bankruptcy Case No.: 09-14245

Chapter 11 Petition Date: November 30, 2009

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

Debtor's Counsel: Kathleen Carr Marshall, Esq.
                  Cohen Seglias Pallas Greenhall
                  Nemours Building, Suite 1130
                  1007 Orange Street
                  Wilmington, DE 19801
                  Tel: (302) 425-5089
                  Fax: (302) 691-1452
                  Email: kmarshall@cohenseglias.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Edward G. Gleason, member of the
company.


ACCURIDE CORP: Creditors Committee Down to Three Members
--------------------------------------------------------
Roberta A. DeAngelis, acting U.S. Trustee for Region 3, advised
the Bankruptcy Court that two members of the official committee of
unsecured creditors in the Chapter 11 cases of Accuride
Corporation and its debtor-affiliates -- Church Electric and B&D
Thread Rolling, Inc. -- have stepped down from the Committee.

In an amended notice of appointment of the Creditors' Committee,
the U.S. Trustee said the Creditors Committee now consists of:

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

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

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

The Committee has selected Reed Smith LLP to serve as its counsel.

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

                       About Accuride Corp.

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

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

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

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


AIRTRAN HOLDINGS: Says It's Well Prepared for Economic Uncertainty
------------------------------------------------------------------
Management of AirTran Holdings, Inc., on December 3, 2009,
conducted a presentation at the Raymond James 2009 Boston Fall
Investors Conference.

Management said AirTran is well prepared for economic uncertainty,
citing:

     -- Industry leading low costs;
     -- Conservative fleet plan and modest growth;
     -- Strong ancillary revenues, less dependent on initial sale
        to passenger;
     -- Better diversified network, fewer price sensitive
        connections, less exposure to any single competitor;
     -- Improved fuel hedge portfolio;
     -- Better capitalized, $172.5 million capital raise and
        extension of $175 million credit facility;
     -- Industry backdrop remains favorable

Management said outlook for AirTran remains positive, noting that:

     -- Track record of profitability was restored in 2009:

        * Record net income in 2009;
        * Consumers are increasingly value-oriented;
        * Softening consumer demand has been offset by lower fuel,
          capacity reductions, and strong growth in ancillary
          revenues;

     -- Significant non-fuel cost advantage versus competitors
        will remain intact;

     -- Balance sheet has been strengthened, in view of
        $172.5 million capital raise and extension of $175 million
        credit facility; and

     -- Fourth quarter 2009 outlook:

        * Capacity up 7%;
        * Total unit revenue down -7% to -8%;
        * All-in fuel price net of hedges $2.08 to $2.12; and
        * Non-fuel unit costs up 1% to 2%

A full-text copy of the presentation is available at no charge at:

              http://ResearchArchives.com/t/s?4b51

                     About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the
parent company of AirTran Airways, which has been ranked the
number one low-cost carrier in the Airline Quality Rating study
for the past two years.  AirTran is the only major airline with
Wi-Fi on every flight and offers coast-to-coast service on North
America's newest all-Boeing fleet.  Its low-cost, high-quality
product also includes assigned seating, Business Class and
complimentary XM Satellite Radio on every flight.

As of September 30, 2009, AirTran had $2.157 billion in total
assets against total current liabilities of $774.9 million, long-
term capital lease obligations of $15.08 million, long-term debt
of $818.2 million, other liabilities of $113.8 million, deferred
income taxes of $7.992 million, and derivative financial
instruments of $12.054 million.  As of September 30, 2009, AirTran
also had accumulated deficit of $100.48 million and total
stockholders' equity of $414.81 million.

AirTran's balance sheet showed strained liquidity with $634.08
million in total current assets against $774.90 million in total
current liabilities.  As of September 30, 2009, AirTran had
aggregate unrestricted cash, cash equivalents, and short-term
investments of $408.2 million, and AirTran also had $55.2 million
of restricted cash.

                          *     *     *

As reported by the Troubled Company Reporter on October 7, 2009,
Moody's Investors Service affirmed the Caa2 corporate family and
probability of default ratings of AirTran Holdings Corp., Inc.,
the Ca rating on AirTran's $96 million senior unsecured
convertible notes due in 2023 and also the SGL-4 Speculative Grade
Liquidity Rating.  Moody's also changed the ratings outlook to
stable from negative.

The TCR said on July 10, 2009, Standard & Poor's Ratings Services
affirmed the airline's corporate credit rating at CCC+/Stable/--.


ALDO TROVATO: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Aldo Trovato
               Mary Anne Trovato
               6803 Stonebrook Drive South
               Mobile, AL 36695

Bankruptcy Case No.: 09-15646

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Robert M. Galloway, Esq.
                  Galloway Wettermark Everest Rutens
                  & Gaillard
                  P.O. Box 16629
                  Mobile, AL 36616-0629
                  Tel: (251) 476-4493
                  Email: bgalloway@gallowayllp.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 12 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/alsb09-15646.pdf

The petition was signed by the Joint Debtors.


ALIMENTATION COUCHE-TARD: Moody's Upgrades Senior Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior subordinated rating
of Alimentation Couche-Tard Inc. to Ba1 from Ba2.  The rating
upgrade reflects ACT's demonstrated ability to grow its earnings
and cash flows through the economic cycle while conservatively
managing its capital structure despite its acquisitive growth
strategy.  The rating outlook is stable.

Upgrades:

Issuer: Alimentation Couche-Tard, Inc

  -- Senior Subordinated Regular Bond/Debenture, Upgraded to Ba1
     from Ba2

Outlook Actions:

Issuer: Alimentation Couche-Tard, Inc

  -- Outlook, Changed To Stable From Positive

Withdrawals:

Issuer: Alimentation Couche-Tard, Inc

  -- Probability of Default Rating, Withdrawn, previously rated
     Ba1

  -- Corporate Family Rating, Withdrawn, previously rated Ba1

In conjunction with the rating action Moody's withdrew the
company's Corporate Family and Probability of Default ratings as
Moody's no longer consider the company to be a speculative grade
issuer.  Moody's does not rate ACT's senior unsecured obligations.

ACT's rating considers the company's attractive scale and
diversity characteristics as one of the largest convenience store
and gas station operators across North America.  In support of the
upwards rating movement, Moody's Vice President, Darren Kirk,
stated, "the company has demonstrated that it can leverage its
favorable business profile to produce relatively strong operating
results despite the persistence of weak economic conditions".
Kirk added, "the company has also continued to demonstrate an
adherence to a disciplined financial policy, including modest
usage of leverage and maintenance of adequate liquidity despite
its acquisitive growth strategy".

Further upward rating movement is constrained in the near term by
Moody's belief that ACT's debt levels may experience periodic,
albeit modest, spikes as the company continues to pursue
acquisitions in support of growth.  Additional key credit concerns
include sales concentration in the high-volume, low-margin
categories of gasoline and tobacco, and the significant capital
investment necessary to maintain an appealing store base.

The rating outlook is stable as Moody's expects that ACT's
continuing growth aspirations are likely to consume incremental
debt capacity created by future cash generation and earnings
growth.

The last rating action for Alimentation Couche-Tard Inc. was on
November 15, 2007 when the company's ratings were affirmed and its
outlook changed to positive from stable.

Alimentation Couche-Tard Inc., headquartered in Laval, Quebec,
operates or licenses about 5,900 convenience stores in Canada and
the United States under the "Circle K", "Couche-Tard", "Mac's",
and other banners.  The company also licenses around 3,700
"Circle-K" convenience stores in Mexico and East Asia.  Revenue
for the twelve months ending October 11, 2009 totaled roughly
$14.4 billion.


AMTRUST MANAGEMENT: Sec. 341 Creditors Meeting Set for Jan. 7
-------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of AmTrust
Management Inc.'s creditors on January 7, 2010, at 2:00 p.m. at
Office of US Trustee, 341 meeting, 6th Floor, Howard M. Metzenbaum
U.S. Courthouse, 201 Superior Avenue, Cleveland, Ohio 44114.

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.

Cleveland, Ohio-based AmTrust Management Inc. filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. N.D. Ohio Case
No. 09-21332).  The Debtor's affiliates -- AmTrust Insurance
Agency, Inc.; AmTrust Investments Inc.; AmTrust Financial
Corporation; AmTrust Properties Inc.; and AmTrust Real Estate
Investments, Inc. -- also filed bankruptcy petitions.  G.
Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire
Sanders & Dempsey L.L.P. assist the Debtors in their restructuring
efforts.  AmTrust Management listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in liabilities.


ANGIOTECH PHARMACEUTICALS: Delays $250-Mil. Securities Offering
---------------------------------------------------------------
Angiotech Pharmaceuticals, Inc., on December 4, 2009, filed
Amendment No. 1 to Form S-3 Registration Statement under the
Securities Act of 1933 to delay the effective date of the
Registration Statement.

Pursuant to the Registration Statement, the Company is seeking to
offer from time to time in one or more series or issuances up to
$250,000,000 of securities -- Common Shares, without par value;
Class I Preference Shares, without par value; warrants to purchase
Common Shares, Class I Preference Shares or Debt Securities; debt
securities consisting of debentures, notes or other evidences of
indebtedness; or units consisting of any combination of Common
Shares, Class I Preference Shares, Warrants or Debt Securities.

As of December 3, 2009, the Company is authorized to issue
200,000,000 Common Shares. As of December 3, 2009, the Company had
85,138,081 Common Shares outstanding.

                 About Angiotech Pharmaceuticals

Angiotech Pharmaceuticals, Inc. (NASDAQ: ANPI, TSX: ANP)
-- http://www.angiotech.com/-- is a global specialty
pharmaceutical and medical device company.  Angiotech discovers,
develops and markets innovative treatment solutions for diseases
or complications associated with medical device implants, surgical
interventions and acute injury.

As of September 30, 2009, the Company's consolidated balance
sheets showed $377.1 million in total assets and $680.4 million in
total liabilities, resulting in a 303.3 million shareholders'
deficit.

                            Liquidity

As of September 30, 2009, cash and short-term investments were
$53.8 million and net debt was $521.2 million, as compared with
cash and short-term investments of $39.8 million and net debt of
$535.2 million as of December 31, 2008.

During the three months ended September 30, 2009, operating
activities provided $3.0 million, and the Company used
$1.9 million to fund investing activities and $216,000 for
financing activities.  For the nine months ended September 30,
2009, operating activities provided $22.8 million, and the Company
used $7.0 million to fund investing activities and $3.2 million
for financing activities.  Cash resources are used to support
clinical studies, research and development initiatives, sales and
marketing initiatives, working capital requirements, debt
servicing requirements and for general corporate costs.  Cash
resources may also be used to fund acquisitions of, or investments
in, businesses, products or technologies that expand, complement
or are otherwise related to the Company's business.

                           *     *     *

As reported in the Troubled Company Reporter on October 9, 2009,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Vancouver-based Angiotech
Pharmaceuticals Inc. by two notches to 'CCC' from 'CC'.  The
outlook is negative.

At the same time, S&P raised its rating on the company's
$325 million senior unsecured notes two notches to 'CCC' (the
same as the corporate credit rating on Angiotech) from 'CC'.  The
recovery rating on the unsecured notes is unchanged at '4',
indicating S&P's expectation of average (30%-50%) recovery in a
default scenario.  Furthermore, S&P raised its rating on the
company's $250 million senior subordinated notes to 'CC' (two
notches below the corporate credit rating) from 'C'.  The recovery
rating on the subordinated notes is unchanged at '6', indicating
S&P's expectation of negligible (0%-10%) recovery in a default
scenario.

Finally, S&P removed all the ratings from CreditWatch with
positive implications, where they were placed June 25, 2009.


ANTHONY PANARELLI: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Joint Debtors: Anthony J. Panarelli
               Carolyn M. Panarelli
               43 Bay View Drive
               Shrewsbury, MA 01545

Bankruptcy Case No.: 09-45215

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Stephan M. Rodolakis, Esq.
                  Pojani, Hurley, Ritter & Salvidio, LLP
                  446 Main Street
                  Worcester, MA 01608
                  Tel: (508) 798-2480
                  Email: phrsbankruptcy@yahoo.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.


ARK-ROD INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ARK-ROD, Inc.
        P.O. Box 1916
        Harrison, AR 72602-1916

Bankruptcy Case No.: 09-76181

Chapter 11 Petition Date: December 7, 2009

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

Debtor's Counsel: James E. Smith, Jr., Esq.
                  Attorney at Law
                  400 W. Capitol Ave., Suite 1700
                  Little Rock, AR 72201
                  Tel: (501) 537-5111
                  Fax: (501) 537-5113
                  Email: jsmith@smithakins.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 $1,597,759
and total debts of $1,071,807.

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

             http://bankrupt.com/misc/arwb09-76181.pdf

The petition was signed by James Behrle, president of the Company.


ART ADVANCED: Unsecured Creditors Vote in Favor of Plan
-------------------------------------------------------
ART Advanced Research Technologies Inc.'s unsecured creditors
voted unanimously in support of its proposal under the Bankruptcy
and Insolvency Act, as amended, at a meeting of Unsecured
Creditors.

Following the filing of an amended Proposal at the Meeting, the
terms of which do not affect the distribution of the $375,000
available to ART's Unsecured Creditors, the Unsecured Creditors of
ART voted in favor of the amended Proposal, with 100% of the votes
cast supporting the Proposal.

ART is scheduled to seek court approval of the amended Proposal on
December 9, 2009.

ART had announced November 20 that it entered into an agreement
with Dorsky Worldwide Corp. to restructure ART's balance sheet and
share capital and position it to continue in business.

                  About ART Advanced Research

Canada-based ART Advanced Research Technologies Inc. --
http://www.art.ca/-- is a leader in molecular imaging products
for the healthcare and pharmaceutical industries.  ART has
developed products in medical imaging, medical diagnostics,
disease research, and drug discovery with the goal of bringing new
and better treatments to patients faster.  ART's shares are listed
on the TSX under the ticker symbol ARA.

                           *     *     *

ART Advanced announced November 2 it filed a notice of intention
to make a proposal to its creditors under the Bankruptcy and
Insolvency Act with KPMG Inc. in order to provide the company with
the liquidity it requires to pursue its solicitation process.  ART
was also authorized pursuant to an order of the Quebec Superior
Court to enter into a loan agreement with Dorsky Worldwide Corp.
for interim financing in an amount of up to $1,200,000.


ASPEN LAND: Creditors Have Until Dec. 31 to File Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
established December 31, 2009, as the last day for parties-in-
interest in the Chapter 11 case of Aspen Land Fund II LLC, to file
proofs of claim.

Based in Newport Beach, California, Aspen Land Fund II LLC is a
development group that wants to build a hotel at the base of Aspen
Mountain.  The Company filed for Chapter 11 protection on
Sept. 25, 2009 (Bankr. D. Col. Case No. 09-30162).  In its
petition, the Debtor says it has $31,572,828 in assets and
$34,695,549 in debts.


ASSOCIATED MATERIALS: Delays Exchange Offer for 9.875% Notes
------------------------------------------------------------
Associated Materials, LLC and Associated Materials Finance, Inc.,
filed with the Securities and Exchange Commission a Form S-4
Registration Statement under the Securities Act of 1933 to delay
the effective date of the Registration Statement.

The Registration Statement relates to Associated Materials and
Associated Materials Finance's offer to exchange all of its
Outstanding 9.875% Senior Secured Second Lien Notes due 2016
(CUSIP Nos. 04570TAA6 and U04570AA2) for $200,000,000 of New
9.875% Senior Secured Second Lien Notes due 2016 that have been
registered under the Securities Act of 1933.

The expiration date of the exchange offer has not been set yet.

The terms of the registered 9.875% Senior Secured Second Lien
Notes due 2016 to be issued in the exchange offer are
substantially identical to the terms of the outstanding 9.875%
Senior Secured Second Lien Notes due 2016, except that provisions
relating to transfer restrictions, registration rights, and
additional interest will not apply to the new notes.

The new notes will bear interest at the rate of 9.875% per year,
payable on May 15 and November 15 of each year, commencing May 15,
2010.  The new notes will mature on November 15, 2016.

The Company will be required to redeem the new notes no later than
December 1, 2013, if as of October 15, 2013 the 11-1/4% senior
discount notes due 2014 of the Company's indirect parent company,
AMH Holdings, LLC, remain outstanding, unless discharged or
defeased, or if any indebtedness incurred by the Company or any of
its holding companies to refinance the 11-1/4% notes matures prior
to the maturity date of the new notes.

The new notes will be fully and unconditionally guaranteed on a
senior basis by all of the Company's existing and future domestic
restricted subsidiaries, other than Associated Materials Finance,
Inc., that guarantee or are otherwise obligors under the Company's
asset-based credit facilities.

Upon completion of the exchange offer, all outstanding notes that
are validly tendered and not properly withdrawn will be exchanged
for an equal principal amount of new notes, the issuance of which
are registered under the Securities Act of 1933, as amended.

The exchange of new notes for outstanding notes will not be a
taxable exchange for U.S. federal income tax purposes.

The Company will not receive any proceeds from the exchange offer.

A full-text copy of the Form S-4 Registration Statement is
available at no charge at http://ResearchArchives.com/t/s?4b69

              Redemption of 9-3/4% Notes & 15% Notes

On November 5, 2009, Associated Materials announced it has
completed its issuance of $200 million of New Notes.  Associated
also announced it has called for redemption all of its outstanding
9-3/4% Senior Subordinated Notes due 2012 and all of its
outstanding 15% Senior Subordinated Notes due 2012.  As of
November 5, $165,000,000 and $20,000,000 aggregate principal
amount of each of the 9-3/4% Notes and the 15% Notes,
respectively, are outstanding.

The 9-3/4% Notes and the 15% Notes were to be redeemed December 7,
2009.  The Company has yet to provide updates on this.

The 9-3/4% Notes were to be redeemed at a redemption price of
101.625% of the principal amount of the 9-3/4% Notes to be
redeemed, plus accrued interest to the Redemption Date, and the
15% Notes will be redeemed on the Redemption Date at a redemption
price of 101% of the principal amount of the 15% Notes to be
redeemed, plus accrued interest to the Redemption Date.  Interest
on the 9-3/4% Notes and the 15% Notes called for redemption ceases
to accrue on and after the Redemption Date.

Concurrently with the closing of the Notes Offering, Associated
irrevocably deposited in trust with the 9-3/4% Notes Trustee and
the 15% Notes Trustee, respectively, out of the proceeds from the
Notes Offering, funds sufficient to pay the 9-3/4% Notes
Redemption Price and the 15% Notes Redemption Price on the
Redemption Date.  As a result of such deposits, each of the 9-3/4%
Notes Indenture and the 15% Notes Indenture was discharged
concurrently with the closing of the Notes Offering (other than
certain provisions relating to duties and obligations relating to
the 9-3/4% Notes Trustee and the 15% Notes Trustee, respectively).

                    About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/
-- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

At October 3, 2009, the Company's consolidated balance sheets
showed $825.4 million in total assets, $213.5 million in total
current liabilities, $46.8 million in deferred income taxes,
$58.8 million in other liabilities, and $208.5 million in long-
term debt.  Member's equity at October 3, 2009, was
$297.8 million.

                          *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services said its 'CCC+' corporate
credit ratings and negative outlook on AMH Holdings Inc. and
Associated Materials Inc., are unchanged following AMH Holdings
II's plan to exchange its outstanding 13.625% senior notes due
2014 for $20 million of cash and $13.066 million of new 20% senior
notes due 2014.  AMH Holdings II is an unrated entity and its
senior notes due 2014 are not rated by Standard & Poor's.

S&P says the ratings and outlook on AMH Holdings and AMI
incorporate a highly leveraged financial profile and a significant
increase in cash interest expense starting September 2009.
Following the completion of the exchange, there will be
$20 million of new senior subordinated notes due 2012 issued by
AMI in a private placement, partially offset by a reduction of
debt obligations at AMH II.


AUTOBACS STRAUSS: Given Only Two Weeks More Exclusivity
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
has granted a two-week extension, until December 14, of Autobacs
Strauss Inc.'s exclusive period to file a Chapter 11 plan.  Last
month, the Court awarded six weeks less exclusivity than the
Company wanted.

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

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


AVNER ARAZI: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Avner Arazi
        52 Fenway Street, Unit 3
        Boston, MA 02215

Bankruptcy Case No.: 09-21832

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Michael Van Dam, Esq.
                  Van Dam & Traini, LLP
                  60 William Street, Suite 300
                  Wellesley, MA 02481
                  Tel: (617) 969-2900
                  Fax: (617) 964-4631
                  Email: mvandam@trainilaw.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Avner Arazi.


BASSAM HAMZAH: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bassam Hamzah
        1050 E Walnut St
        Pasadena, CA 91106

Bankruptcy Case No.: 09-44508

Chapter 11 Petition Date: December 7, 2009

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

Judge: Alan M. Ahart

Debtor's Counsel: Ralph S. Greer, Esq.
                  2493 E Colorado Blvd
                  Pasadena, CA 91107
                  Tel: (626) 405-2353
                  Fax: (626) 405-9152

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
19 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-44508.pdf

The petition was signed by Bassam Hamzah.


BERNARD MADOFF: Cohmad Wants Picard Suit Dismissed
--------------------------------------------------
According to Bill Rochelle at Bloomberg News, Cohmad Securities
Corp. has filed a motion to dismiss a claw-back suit filed by
Irving H. Picard, the trustee for Bernard L. Madoff Investment
Securities Inc.  The trustee had amended the complaint to add new
facts and raise the requested damages to $245 million. The trustee
contended Cohmad "had little other business or purpose, apart from
steering customers" to the Madoff firm.

                      About Bernard L. Madoff

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

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

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

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

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

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


BIG WASH: Sec. 341 Creditors Meeting Set for Dec. 29
----------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Big Wash
Investments, LLC's creditors on December 29, 2009, at 9:00 a.m. at
Third Floor - Room 363, Richard B. Russell Building, 75 Spring
Street, SW, Atlanta, GA 30303.

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.

Atlanta, Georgia-based Big Wash Investments, LLC, filed for
Chapter 11 bankruptcy protection on November 25, 2009 (Bankr. N.D.
Ga. Case No. 09-91279).  Hugh O. Nowell, Esq., who has an office
in Atlanta, Georgia, assist 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.


BRAINTECH INC: Posts $736,000 Net Loss in Q3 2009
-------------------------------------------------
Braintech, Inc., reported a net loss of $736,066 on sales of
$282,680 for the three months ended September 30, 2009, compared
with a net loss of $2,177,505 on sales of $1,375,309 for the same
period of 2008.

The decrease in sales is attributable to the expiration of the ABB
Exclusive Global Channel Partner Agreement.

At September 30, 2009, the Company's consolidated balance sheets
showed $1,936,018 in total assets and $6,897,764 in total
liabilities, resulting in a $4,961,746 shareholders' deficit.

The Company's consolidated balance sheets also showed strained
liquidity with $1,883,973 in total current assets available to pay
$6,897,764 in total current liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4b46

                          Going Concern

The Company's operations have resulted in losses of $3,824,569 for
the nine months ended September 30, 2009, an accumulated deficit
of $41,253,566 at September 30, 2009, and a working capital
deficiency of $5,013,791 at September 30, 2009.  The Company owes
certain individuals ("LC Providers") $1,464,267 plus interest as a
result of their payment on the Company's behalf of the Company's
former loan with the Royal Bank of Canada on October 6, 2009.  One
LC Provider has converted his debt to equity, and the Company,
with a new $3,000,000 credit facility from Silicon Valley Bank,
expects to pay off the other LC Providers in full during November
2009.  If the Company fails to pay the amounts due to the
remaining LC Providers, the LC Providers could enforce their
rights in default.

These factors raise substantial doubt about the Company's ability
to continue as a going concern.

                       About Braintech Inc.

Braintech, Inc.'s (OTC BB: BRHI) -- http://www.braintech.com/--  
software products offer robust, scalable and transferable Vision
Guided Robotic (VGR) solutions used for industrial, and government
& defense service applications.  Braintech's customers include
Toyota, Johnson & Johnson, Boeing, Harley-Davidson, Chrysler,
Delphi, Honda, GM, Ford, Nissan, BAE Systems, Makino and ABB,
Inc..  The company has offices in McLean, Virginia, Pontiac,
Michigan, and Vancouver, British Columbia, Canada.


CALIFORNIA COASTAL: HOVDE CEO Acquires 1.48 Million Shares
----------------------------------------------------------
Eric Hovde, chief executive officer of Hovde Capital Advisors LLC,
acquired 1.48 million shares of stock in California Coastal
Communities.  Mr. Hovde now owns 13% of the company's stock,
according to Marilyn Kalfus at The Orange County Register.

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

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


CANWEST GLOBAL: CEP Union Authorized as Representative
------------------------------------------------------
The Canadian Court has authorized the Communications, Energy and
Paperworkers Union of Canada to represent current and former
members of the Union, including pensioners, employed or formerly
employed by the Applicants or Partnerships listed in the Initial
Order, other than CH Retirees, in the proceedings under the
Companies' Creditors Arrangement Act, including for the purpose
of advancing, settling or compromising claims by the Current and
Former Members in the CCAA proceeding.

CH Retirees are former members of the Union who are members or
former members of the Global Communications Limited Retirement
Plan for CH Employees.

CaleyWray is authorized to act as counsel for the Union and its
Current and Former Members in the CCAA proceedings.

The CMI Entities will use their best efforts, subject to the
Union executing a confidentiality agreement, to provide to the
Union, without charge, the names, last known addresses and last
known e-mail addresses of all of the Union's Current and Former
Members, only to be used for the purposes of the CCAA proceeding.

To recall, Madam Justice Pepall dismissed the CEP Motion although
authorization to represent current and former members, excluding
the CH Employees, is granted.

                            Lift Stay

Meanwhile, the Canadian Court has lifted the stay of proceedings,
as provided in the Initial Order, to permit the Communications,
Energy and Paperworkers Union of Canada to proceed with its
arbitration proceedings against Global Ontario, a division of
Canwest Television Limited Partnership, concerning the
termination of Vicki Anderson on November 3, 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: CEP Union to Appeal Order Denying Funding
---------------------------------------------------------
The Communications, Energy and Paperworkers Union of Canada asks
the Canadian Court for an order granting leave to appeal the
Order and endorsement of the Madam Justice Pepall dated
October 27, 2009, and the Order dated November 4, 2009.

On October 27, 2009, CEP filed a motion asking the Court to issue
an Order appointing CEP as representative and CaleyWray as
representative counsel of the Current and Former Members in the
CMI Entities' CCAA proceedings; an Order for funding/interim
costs in respect to that representation and a security or charge
against the property of the CMI Entities pursuant to the CCAA.

The CMI Entities also brought a motion in which it sought the
appointment of David Cremasco, Rose Tricker and Lawrence Schnurr
as representatives and Cavalluzzo Hayes Shilton McIntyre &
Cornish LLP as representative counsel to the retirees of the CMI
Entities, excluding the CEP's Former Members.  The motion brought
by the CMI Entities also sought funding/interim costs.

Madam Justice Pepall issued an endorsement authorizing the CEP to
represent its Current and Former Members but denied the CEP's
request for funding/interim costs and a security or charge
against the property of the CMI Entities.  The motion brought by
the CMI Entities was granted in its entirety, including relief in
respect to funding.

On November 4, 2009 counsel to, among others, the CEP, and the
CMI Entities, attended before Madam Justice Pepall to resolve
disputes over the form and content of the CEP's representation
Order . After hearing the parties' submissions, Madam Justice
Pepall ordered that the CEP be granted an Order that was
materially different than the Cavalluzzo Order.  The differences
include, among others,:

(a) The Representatives and Cavalluzzo were "appointed" whereas
     the CEP and CaleyWray were "authorized;"

(b) The Cavalluzzo Order provides that all reasonable legal,
     actuarial and financial expert and advisory fees and other
     incidental fees and disbursements incurred by the
     Representatives and Cavalluzzo will be paid by the CMI
     Entities.  The CEP's request for funding was denied; and

(c) The Cavalluzzo Order includes a limitation of liability for
     both the Representatives and Cavalluzzo.  That provision is
     not found in the CEP's Order.

Douglas J. Wray, Esq., at CaleyWray, in Toronto, Ontario, asserts
that Madam Justice Pepall failed to consider and apply the
appropriate factors in the exercise of her discretion to grant
funding/interim costs pursuant to Section 131(1) of the Court of
Justice Act.

Mr. Wray says there is no legal or principled basis to draw
distinctions between the Orders issued to Cavalluzzo and CEP,
including, without limitation, "authorizing", rather than
"appointing", the CEP to act as representative and CaleyWray as
representative counsel.  The CEP and CaleyWray should be
"appointed" in the same fashion as the Representatives and
Cavalluzzo were "appointed," Mr. Wray relates.

Moreover, Mr. Wray adds, there is no legal or principled basis to
authorize the CEP to act as representative and CaleyWray as
representative counsel of its Current and Former Members but deny
funding/interim costs in respect to that representation.  The
request for funding/interim costs requested by the CEP should
have been granted in the same fashion as the request for same was
granted to the Representatives and Cavalluzzo, Mr. Wray says.

Furthermore, Mr. Wray argues that Madam Justice Pepall failed to
consider and apply Section 11.52 of the CCAA in respect of the
CEP's request for a security or charge against the property of
the CMI Entities.  Mr. Wray avers that a proper consideration and
application of Section 11.52 of the CCAA to the facts would have
resulted in the CEP's request for a security or charge against
the property of the CMI Entities being granted.

CEP says that the appeal will not unduly hinder the progress of
the proceeding.  The CMI Entities' restructuring is continuing,
and an appeal of the Order can proceed in tandem with it.  An
appeal will not in any way interfere with the ongoing
restructuring, CEP says.

                       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: Monitor Reports on Intercompany Claims
------------------------------------------------------
FTI Consulting Canada Inc., the Court-appointed monitor under the
Companies' Creditors Arrangement Act, filed with the Canadian
Court a report detailing the nature and quantum of the Canwest
Intercompany Claims, on November 30, 2009.

To recall, the Claims Procedure Order has directed the Monitor to
file that report with the Canadian Court by October 31, 2009.  On
October 30, 2009, Madam Justice Pepall extended the time within
which FTI may file the report until November 30, 2009.

Review of the books and records of the CMI Entities and
discussions with the CMI Entities' management revealed these
categories of Canwest Intercompany Claims as of October 5, 2009:

  (a) Outstanding intercompany loans;
  (b) Negative balances on inter-company accounts;
  (c) Litigation related claims; and
  (d) A potential liability pursuant to a funding request made
      under the Shelterco Shareholders Agreement.

The Monitor has been advised by the CMI Entities that they may be
liable under a number of indemnities granted by certain CMI
Entities to the Non-CMI Subsidiaries in connection with various
transactions entered into by the CMI Entities and the Non-CMI
Subsidiaries and the representations and warranties contained in
the related agreements.  As of November 30, 2009, the CMI
Entities are not aware of any claims made under the indemnities
by any of the Non-CMI Subsidiaries, the Monitor says.

                       Intercompany Loans

As of October 5, 2009, the CMI Entities were indebted to Canwest
MediaWorks Ireland Holdings in these amounts pursuant to certain
intercompany loans:

  (a) $187.3 million pursuant to a demand secured promissory
      note dated September 23, 2009, issued by CMI and
      guaranteed by the remaining CMI Entities; and

  (b) $430.6 million pursuant to a demand unsecured promissory
      note dated September 23, 2009, issued by CMI and
      guaranteed by the remaining CMI Entities.

CMI is also indebted to Irish Holdco in the aggregate amount of
$72.3 million pursuant to inter-company loans related to
dividends received by Irish Holdco from Ten Network Holdings
Limited and advanced to CMI in the form of demand unsecured
intercompany loans.

                     Inter-company balances

Historically, Canwest Global Communications Corp.'s partially and
wholly owned subsidiaries recorded transfers made to and received
from affiliated entities in an account or multiple accounts
designated to each inter-company relationship.  Accordingly, the
balances in these accounts represent the net of both advances and
receipts from these transactions.

The Monitor says it did not review the historic payments recorded
as made to or received by the CMI Entities in the various inter-
company accounts.  Rather, the Monitor reviewed the net balances
recorded on the accounts as of October 5, 2009.

As of October 5, 2009, the various non-CMI Subsidiaries' inter-
company accounts recorded these amounts owing by the CMI
Entities:

  (a) $0.5 million owing by CMI to Canwest International Corp.;

  (b) $0.4 million owing by Canwest Global Broadcasting Inc. to
      Fireworks Entertainment Inc.; and

  (c) $0.6 million owing by Canwest International Communications
      Inc. to CGS International Holdings (Luxembourg).

                   Litigation Related Claims

The CMI Entities may also be required to comply with certain
indemnities in connection with various actions involving the Non-
CMI Subsidiaries.  The Monitor is advised by the CMI Entities
that certain CMI Entities may be liable pursuant to a
contractual indemnity or undertaking to certain Non-CMI
Subsidiaries in connection with these litigation claims:

(a) CMI may be liable pursuant to a contractual indemnity, as
     provided in the Acquisition and Investment Agreement
     between Canwest Global, CMI and the predecessor of Canwest
     Limited Partnership dated October 13, 2005, to indemnify
     Canwest Limited Partnership for damages in the amount of
     $33 million, pre- and post judgment interest and costs
     claimed in the class action commenced by the Electronic-
     Rights Defence Committee (ERDC) against Montreal Gazette
     Group Inc./Groupe Montreal Gazette Inc., CanWest Global
     Communications Corp., Hollinger Canadian Publishing
     Holdings, and CanWest Interactive Inc.

(b) CMI may be liable pursuant to a contractual indemnity to
     indemnify Canwest Limited Partnership in connection with
     the class action commenced by Heather Robertson et al.
     against Canwest Publishing Inc./Publications Canwest Inc.
     (CPI) for damages in unspecified amounts, interest and
     costs.

(c) Canwest Global may be liable pursuant to an undertaking to
     reimburse Canwest Limited Partnership for costs in the
     minimum amount of $20,000 incurred in an appeal to the
     Supreme Court of Canada launched by various Non-CMI
     Subsidiaries in an action commenced by Danno Cusson et al.
     against the Ottawa Citizen Group Inc. and several of its
     employees claiming defamation.

The Monitor has been advised that the CMI Entities are also
liable to some Non-CMI Subsidiaries pursuant to their obligations
under a media insurance contract which has been entered into by
Canwest Global and pursuant to which Canwest Global is legally
obligated to ensure compliance with the terms and provisions of
the Media Policy.

According to the Monitor, as of October 5, 2009, Canwest Global
and certain CMI Entities may be liable under the Media Policy and
related internal policies in connection with these insured
litigation claims:

  (a) Canwest and CMI, as the publisher of first instance of the
      impugned statements, may be liable in connection with the
      action commenced by Matthew Sankoff against Canwest Global
      and CPI alleging defamation.  The maximum retention amount
      in the action is $250,000.

  (b) Canwest Global and Canwest Media Inc., as the publisher of
      first instance of the impugned statements, may be liable
      in connection with the action commenced by Joey Hansen
      against the predecessor of the CPI alleging defamation.
      The maximum retention amount in the action is $50,000.

  (c) Canwest Global and The National Post Company/La
      Publication National Post and its general partner, the
      National Post Holdings Ltd., as the publisher of first
      instance of the impugned statements, may be liable in
      connection with the action commenced by Jeffrey Philip
      Viater against the predecessor of the CPI alleging
      defamation.  The maximum retention amount in the action is
      $250,000.

           Liability Pursuant to a Request for Funds

The Monitor has been advised by the CM Entities that Canwest
Global may be liable for $2,083,700 pursuant to a request for
funds made under the Shelterco Shareholders Agreement among
Canwest Global, 4437489 Canada Inc., 4437691 Canada Inc. and GS
Capital Partners VI Fund, L.P. dated August 15, 2007.

Under the Shelterco Shareholders Agreement, Canwest Global is
liable with 4437489 Canada Inc. (Canwest Holdco) to GS Capital
Partners VI Fund, L.P., for any funding required to be contributed
by Canwest Holdco following a request for funding made by 4437691
Canada Inc. (Shelterco) or any of its subsidiaries if:

  (a) Canwest Global and Canwest Holdco fail to contribute the
      requested funds; and

  (b) GS Capital Partners contributes the funds requested to be
      contributed by Canwest Global or Canwest Holdco within 25
      business days after the issuance of the request for funds.

According to the Monitor, Alliance Atlantis Equicap Corporation,
a subsidiary of the Shelterco, made a request for funds to
Canwest Holdco in the amount of $2,083,700, on August 13, 2009.
On the same date, Canwest Holdco made a request for funds to
Canwest Global in the same amount.

By letter dated September 10, 2009, Canwest Global advised
Alliance Corporation that Canwest Holdco and Canwest Global were
not in a position to fund the requested amounts.  As of November
30, 2009, neither Canwest Holdco nor Canwest Global contributed
any funds to Alliance Corporation pursuant to its request for
funds.  Similarly, neither GS Capital Partners nor any of its
subsidiaries contributed the funds requested to be contributed by
Canwest Global or Canwest Holdco.

                       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).


CERTIFIED DIABETIC: Posts $285,300 Net Loss in Q3 2009
------------------------------------------------------
Certified Diabetic Services, Inc., reported a net loss of $285,289
on net product sales of $1,812,081 for the three months ended
September 30, 2009, compared with net income of $6,002,414 on net
product sales of $2,330,856 for the same period of 2008.

The Company believes the decrease in product sales for the three
months ended September 30, 2009, is due largely to the current
poor economic conditions and their relative effects on the
Company's customer base.

Derivative expense associated with post-inception changes in fair
value of the Company's derivative financial instruments amounted
to $1,660 for the three months ended September 30, 2009, as
compared to derivative income of $6,824,826 for the three months
ended September 30, 2008.

For the nine months ended September 30, 2009, the Company reported
net income of $6,058,565 on net product sales of $6,014,076,
compared with net income of $4,233,321 on net product sales of
$6,157,348 for the same period of 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $4,091,008 in total assets, $7,036,070 in total
liabilities, and $8,750,000 in redeemable preferred stock,
resulting in a $11,695,062 stockholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,523,753 in total current
assets available to pay $6,944,005 in total current liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4b4d

                       Going Concern Doubt

The Company incurred cumulative operating losses in recent years
and has a working capital deficiency of $5,420,252 at
September 30, 2009.  These conditions raise substantial doubt
surrounding the Company's ability to continue as a going concern
for a reasonable period.

                     About Certified Diabetic

Headquartered in Fort Myers, Florida, Certified Diabetic Services,
Inc. -- http://www.cdiabetic.com/-- is a direct-to-consumer
provider of diabetes medical supplies, testing, products,
education and information.  In addition to being approved as a
provider for diabetic Medicare and diabetic Medicaid
reimbursement, CDS holds significant contracts with more than 75
private insurance carriers to provide diabetes educational
programs for members.


CHRISTOPHER SUAREZ: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Christopher Anthony Suarez
        1899 Green Street, #4
        San Francisco, CA 94123

Bankruptcy Case No.: 09-33784

Chapter 11 Petition Date: November 30, 2009

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

Debtor's Counsel: Iain A. Macdonald, Esq.
                  Macdonald and Associates
                  221 Sansome St. Third Floor
                  San Francisco, CA 94104
                  Tel: (415) 362-0449
                  Email: iain@macdonaldlawsf.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. Suarez's petition, including a list of his
6 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/canb09-33784.pdf

The petition was signed by Mr. Suarez.


CIT GROUP: Prepackaged Plan Confirmed, Expects Dec. 10 Emergence
----------------------------------------------------------------
CIT Group Inc. (OTC: CITGQ) said December 8 that its prepackaged
plan of reorganization has been confirmed by the United States
Bankruptcy Court for the Southern District of New York.

CIT also indicated that it anticipates emerging from bankruptcy on
December 10, 2009.

"CIT's successful emergence establishes a strong foundation for
the future of the Company," said Jeffrey M. Peek, Chairman and
CEO.  "As a result of the overwhelming support for our Plan, CIT
now has a stronger capital structure and improved liquidity
profile.  The Board of Directors and management team now have the
time and flexibility to execute the balance of CIT's restructuring
strategy, including maximizing the value of its existing assets
and optimizing the business model.

"CIT's market-leading positions are derived from our strong
relationships with one million small business and middle market
customers," Mr. Peek added.  "We are committed to continue lending
to these vital sectors, which will help support much needed job
creation and contribute to the recovery of the U.S. economy.  I am
extremely grateful to our employees for their continued commitment
to preserving the value of our franchise.  Additionally, I would
like to thank our customers for their unwavering support and our
regulators for their guidance throughout this process."

Implementation of the Plan reduces CIT's total debt by
approximately $10.5 billion while deferring debt maturities for
three years and also enhances capital ratios to levels that exceed
regulatory requirements.  With its strengthened financial
position, CIT will now focus on its business restructuring and the
execution of a smooth leadership transition.

CIT Group said in a court filing prior to the confirmation hearing
that there was no "substantive objection that presents an
impediment" to approval of the Plan.

CIT continues to make progress on the reconstitution of its Board
of Directors.  Ultimately, CIT's new Board will consist of 13
Directors, including seven new independent Directors identified by
CIT's debtholders, five continuing directors and the new Chief
Executive Officer of CIT.

As previously reported, CIT has engaged Spencer Stuart, an
internationally recognized search firm, to assist in identifying,
interviewing and selecting the Lender Steering Committee director
nominees.  The search for a new CEO continues.

                A Leading Lender to the SMB Sectors

Upon emergence, CIT is committing $500 million to support its
Small Business Lending group to fund government guaranteed loans
in the Small Business Administration (SBA) 7a and 504 lending
programs, as well as $1 billion in funding for its Vendor
Financing operating segment.  These commitments are in addition to
the previously announced $1 billion in funding for its Trade
Finance operating segment, which provides factoring services for
mid-sized businesses. CIT also expects to generate new loans
across its other lending and leasing platforms in 2010.

For more than 100 years, CIT has provided capital to small
business and middle market customers.  These sectors continue to
play a vital role in the US economy and in overall employment,
representing more than 90 million jobs.  CIT is the number one
provider of factoring services for companies that sell into retail
channels of distribution, a top tier lender to women-, minority-
and veteran-owned small businesses, the third largest US railcar
lessor, the third largest global aircraft lessor and one of the
top independent global leasing companies.

                  New York Stock Exchange Listing

Under the terms of the Plan, the Company's existing common and
preferred stock, along with all non-reinstated debt, will be
cancelled effective upon consummation of the Plan, and
distributions of new debt and equity securities will occur as soon
as practicable thereafter.

CIT's new Common Stock will be listed on the New York Stock
Exchange under the ticker symbol "CIT" and the Company expects the
stock will begin trading on the exchange upon the Plan's
consummation.  In aggregate, CIT will issue 200 million shares of
new Common Stock to eligible debt holders in exchange for their
claims against the debtors.

Payments on reinstated debt and other unimpaired claims that were
stayed during the Chapter 11 cases, will be made as soon as
practicable after emergence.  The new debt securities issued under
the Plan will begin to accrue interest on the emergence date.

Evercore Partners and FTI Consulting are the Company's financial
advisors and Skadden, Arps, Slate, Meagher & Flom LLP is serving
as legal counsel in connection with the restructuring plan and
Chapter 11 cases.  Sullivan & Cromwell advised CIT's Board of
Directors on the restructuring plan and will act as special
counsel to CIT going forward on certain corporate matters.
Houlihan Lokey Howard & Zukin Capital, Inc. serves as financial
advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP serves
as legal counsel to the Lender Steering Committee.

                        About CIT Group

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

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

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

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

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


CITIGROUP INC: Citi Funding to Issue 14 Series of Securities
------------------------------------------------------------
Between December 3 and 7, 2009, Citigroup Inc. and Citigroup
Funding Inc. filed with the Securities and Exchange Commission
documents relating to Citi Funding's planned issuance of various
securities:

     -- Index LeAding StockmarkEt Return Securities (Index
        LASERSSM) Based on the Value of the Dow Jones Industrial
        AverageSM Due January 9, 2013, at $10.00 per Index
        LASERSSM

        See Index Lasers Prospectus Supplement at:
        http://ResearchArchives.com/t/s?4b53

        See Offering Summary at:
        http://ResearchArchives.com/t/s?4b54

     -- Performance Leveraged Upside SecuritiesSM

        See PLUS Product Supplement at:
        http://ResearchArchives.com/t/s?4b55

     -- Buffered PLUS Based on the iShares(R) MSCI EAFE Index Fund
        due January 9, 2012

        See Offering Summary at:
        http://ResearchArchives.com/t/s?4b56

     -- PLUS Based on the Value of the Dow Jones-UBS Commodity
        IndexSM due June 28, 2011

        See Offering Summary at:
        http://ResearchArchives.com/t/s?4b57

     -- Buffered PLUS Based on the Value of the S&P 500(R) Index
        due January 9, 2012

        See Offering Summary at:
        http://ResearchArchives.com/t/s?4b58

     -- Principal Protected Notes Based on the Value of the S&P
        500(R) Index due June 24, 2015, at $10 per Note

        See Preliminary Pricing Supplement at:
        See http://ResearchArchives.com/t/s?4b59

        See Offering Summary at:
        http://ResearchArchives.com/t/s?4b5a

     -- US$3,400,000 principal amount of Notes Based Upon the S&P
        GSCI TM Precious Metals Total Return Index Due December
        28, 2010, at US$1,000 per Note

        See Pricing Supplement at:
        http://ResearchArchives.com/t/s?4b5b

     -- Callable Leveraged CMS Spread Principal Protected Notes
        Due 2029, at $1,000 per Note

        See Pricing Supplement at:
        http://ResearchArchives.com/t/s?4b5c

     -- Equity LinKed Securities (ELKS(R))

        See ELKS Product Supplement at:
        http://ResearchArchives.com/t/s?4b5d

     -- 12 Month S&P-GSCI Precious Metals Total Return Linked
        Notes Due 2010

        See Free Writing Prospectus at:
        http://ResearchArchives.com/t/s?4b5e

     -- Equity LinKed Securities ELKS(R) Based Upon the Common
        Stock of General Electric Company Due January 26, 2011

        See Offering Summary at:
        http://ResearchArchives.com/t/s?4b5f

     -- Equity LinKed Securities, ___% Per Annum ELKS Based Upon
        The Common Stock of General Electric Company Due 2011,
        $10.00 per ELKS

        See Issuer Free Writing Prospectus at:
        http://ResearchArchives.com/t/s?4b60

     -- 2% Minimum Coupon Principal Protected Notes Based Upon the
        Russell 2000(R) Index Due 2015, $10 per Note

        See Issuer Free Writing Prospectus at:
        http://ResearchArchives.com/t/s?4b61

        See Preliminary Pricing Supplement at:
        http://ResearchArchives.com/t/s?4b62

     -- Index LeAding StockmarkEt Return Securities (Index
        LASERSsm) Based Upon the Dow Jones Industrial Averagesm
        Due ______, 2013, $10.00 per Index LASERSsm

        See Pricing Supplement at:
        http://ResearchArchives.com/t/s?4b63

        See Issuer Free Writing Prospectus at:
        http://ResearchArchives.com/t/s?4b64

Citigroup on Monday filed the CitiFirst Structured Investments
Offerings Brochure for December 2009, a full-text copy of which is
available at no charge at http://ResearchArchives.com/t/s?4b65

                      About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.  Citigroup has roughly 200 million customer
accounts and does business in more than 140 countries.
Citigroup's businesses are aligned in three reporting segments:
(i) Citicorp, which consists of Regional Consumer Banking (in
North America, EMEA, Asia, and Latin America) and the
Institutional Clients Group (Securities and Banking, including the
Private Bank, and Transaction Services); (ii) Citi Holdings, which
consists of Brokerage and Asset Management, Local Consumer
Lending, and a Special Asset Pool; and (iii) Corporate/Other.

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

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

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


CITIGROUP INC: Files Prospectus to Remarket 6.010% Notes Due 2015
-----------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
prospectus relating to the remarketing of its 6.010% Notes due
2015, originally issued as 6.320% Junior Subordinated Deferrable
Interest Debentures Due March 15, 2041, to Citigroup Capital XXIX,
a Delaware statutory trust, in connection with the private sale of
Upper DECS Equity Units in December 2007.

Each relevant Upper DECS Equity Unit initially consisted of (i) a
stock purchase contract to purchase shares of Citigroup common
stock on March 15, 2010 (provided that a successful remarketing
occurs prior to that date) and (ii) an undivided beneficial
ownership interest in the trust preferred securities issued by
Citigroup Capital XXIX.

In early November 2009 and December 2009, pursuant to the
provisions of the First Supplemental Indenture, the Fifth
Supplemental Indenture and the Sixth Supplemental Indenture, the
Junior Subordinated Debentures were made senior in ranking, given
a shorter term to maturity and certain other conforming changes to
their terms were made.  On November 23, 2009, Citigroup Capital
XXIX was dissolved and the notes were distributed to holders of
the Capital Securities.

The notes will mature on January 15, 2015.  The notes will bear
interest at a fixed rate of 6.010% per annum.  Interest on the
notes is payable semi-annually in equal installments on the 15th
day of each June and December, commencing June 15, 2010, and at
maturity.  Citigroup does not have the right to defer the payment
of interest on the notes.

The notes are being remarketed through Citigroup Global Markets
Inc., as remarketing agent.  Citigroup will not directly receive
any of the proceeds from the remarketing.

Citigroup will not directly receive any of the proceeds from the
remarketing.  Proceeds from the remarketing will be used as
follows:

     -- to pay the Remarketing Agent a remarketing fee not
        exceeding 32.50 basis points (0.3250%) of the total
        principal of the sale of the notes;

     -- to purchase an interest bearing deposit with Citibank,
        N.A. in an amount that on March 15, 2010 (the date on
        which holders of the Upper DECS Equity Units are obligated
        to purchase Citigroup common stock under the terms of the
        stock purchase contract) will equal the sum of (i)
        $1,875,000,000 and (ii) the amount of accrued and unpaid
        interest that would be due on the Junior Subordinated
        Debentures if the Junior Subordinated Debentures remained
        outstanding on March 15, 2010; and

     -- the remaining portion, if any, of the proceeds will be
        remitted to the holders of Upper DECS Equity Units
        participating in the remarketing.

Citigroup expects to incur additional indebtedness in the future
to fund its business.  Citigroup or one or more of its
subsidiaries may enter into a swap agreement in connection with
the sale of the notes and may earn additional income from that
transaction.

The notes are being offered globally for sale in the United
States, Europe, Asia and elsewhere where it is lawful to make such
offers.

Other participants in the transaction are: Barclays Capital Inc.;
Deutsche Bank Securities Inc.; RBS Securities Inc.; UBS Securities
LLC; Blaylock Robert Van, LLC; BNP Paribas Securities Corp.;
KeyBanc Capital Markets Inc.; Lloyds TSB Bank plc; Loop Capital
Markets LLC; Natixis Bleichroeder; RBC Capital Markets
Corporation; Ramirez & Co., Inc.; TD Securities; and UniCredit
Capital Markets, Inc.

                      About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.  Citigroup has roughly 200 million customer
accounts and does business in more than 140 countries.
Citigroup's businesses are aligned in three reporting segments:
(i) Citicorp, which consists of Regional Consumer Banking (in
North America, EMEA, Asia, and Latin America) and the
Institutional Clients Group (Securities and Banking, including the
Private Bank, and Transaction Services); (ii) Citi Holdings, which
consists of Brokerage and Asset Management, Local Consumer
Lending, and a Special Asset Pool; and (iii) Corporate/Other.

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

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

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


CTI GLOBAL: Files for Chapter 11 Bankruptcy
-------------------------------------------
According to Gazette.Net, CTI Global Solution made a voluntary
filing under Chapter 11, listing assets of less than $50,000, and
debts of between $1 million and $10 million.  The Company did not
state the reason for the filing.

The Company owes $961,753 to Chevy Chase Bank in Bethesda and
$80,000 each to CareFirst BlueCross BlueShield and M&T Bank,
source says.

CTI Global Solutions is a business support company in Upper
Marlboro, Maryland.


COLONY BEACH: Has Until January 15 to File Plan of Reorganization
-----------------------------------------------------------------
Tampa Bay Business Journal relates that Colony Beach & Tennis
Resort has until Jan. 15, 2010, to file a plan of reorganization.

The source says the resort will reopen its lodging Dec. 18, 2009,
and hire 40 workers for various open positions.

Based in Longboat Key, Florida, Colony Beach & Tennis Club Ass'n,
Inc., filed for chapter 11 bankruptcy protection on October 29,
2008 (Bankr. M.D. Fla. Case No. 08-16972).  The Hon. K. Rodney May
oversees the case.  Adam L. Alpert, Esq., Jeffrey W. Warren, Esq.,
and Shane G. Ramsey, Esq., at Bush Ross, P.A., act as the Debtor's
bankruptcy counsel.  When it filed for bankruptcy, the Debtor
disclosed $1,000,000 to $10,000,000 in estimated assets and
$10,000,000 to $50,000,000 in estimated debts.


COMMONWEALTH BIOTECH: Posts $633,200 Net Loss in Q3 2009
--------------------------------------------------------
Commonwealth Biotechnologies, Inc., reported a net loss of
$633,204 on total revenues of $2,030,663 for the three months
ended September 30, 2009, compared with a net loss of $3,787,662
on total revenues of $2,206,814 for the same period of 2008.

As a result of the modification of the debt to LH Financial in
2008, the Company incurred a loss on debt extinguishment of
$1,202,419 during the 2008 quarter.

The Company reported a loss from discontinued operations of
$1,121,759 in the 2008 quarter related to the operation of Exelgen
Limited, England, the Company's wholly owned subsidiary.  On
September 23, 2008, Exelgen into administration under the
jurisdiction of the High Court of Justice, Bristol District
Registry, Chancery Division, in the United Kingdom.  Exelgen
appointed PricewaterhouseCoopers LLP as administrator.

Administration is the United Kingdom's insolvency process, which
is governed by the Enterprise Act 2002.  The Company's decision to
enter administration for the Exelgen operation was based upon the
subsidiary's inability to support existing operational costs
despite restructuring, combined with the lack of securing new
contracts.

For the nine months ended September 30, 2009, the Company reported
a net loss of $2,005,412 on total revenues of $6,265,228, compared
with a net loss of $5,710,000 on total revenues of $7,351,630 for
the same period of 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $7,870,843, total liabilities of
$7,158,650, and total stockholders' equity of $712,193.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,442,650 in total current
assets available to pay $4,631,890 in total current liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4b4a

                       Going Concern Doubt

The Company's recurring losses from operations and inability to
generate sufficient cash flow to meet its obligations and sustain
its operations raise substantial doubt about the Company's ability
to continue as a going concern.  According to Commonwealth, if it
is unable to improve operating results and meet its debt
obligations, the Company may have to cease operations.

                About Commonwealth Biotechnologies

Based in Richmond, Va., Commonwealth Biotechnologies, Inc.
(NASDAQ: CBTE) --  http://www.cbi-biotech.com/-- offers state-of-
the-art research and development products and services to the
global life sciences industry.  CBI now operates through: (1) CBI
Services, a discovery phase contract research organization; (2)
Fairfax Identity Laboratories, a DNA reference business; (3)
Mimotopes Pty Ltd, Melbourne, Australia, a peptide and discovery
chemistry business; and (4) Venturepharm (Asia), a contract
research consortium specializing in drug discovery and
development, process scale-up, formulation development, cGMP
manufacturing and clinical trial management.


CONSOL ENERGY: To Idle Fola Operations; Issues WARN Notice
----------------------------------------------------------
CONSOL Energy Inc. has issued notice under the Worker Adjustment
and Retraining Notification Act of a layoff at its Fola Operations
near Bickmore, West Virginia. It is expected that the layoffs will
occur during a 14-day period beginning at 12:01 a.m., on Sunday,
February 7, 2010.  Approximately 104 workers at the Little Eagle
Coal Company and 378 at the Fola Coal Company may be affected by
the layoff.

CONSOL Energy attributed the idling at Fola Operations to the
appeal of its approved permits to mine brought by the Ohio Valley
Environmental Coalition.  Subsequent to that appeal, Judge Robert
C. Chambers, of the United States District Court for the Southern
District of West Virginia, Huntington Division, recently issued an
order suspending Fola Coal Company's Clean Water Act Section 404
permit for the Ike Fork portions of Fola Operations effective
January 23, 2009.  Without this permit, neither Fola Coal Company
nor Little Eagle Coal Company can satisfy the required
specifications of its coal sales contracts.

"It is unfortunate that, at a time when reliable and affordable
energy is so desperately needed to reinvigorate our economy, that
the nation's energy industries are coming under repeated assault
from nuisance lawsuits and appeals of environmental regulations,"
said Nicholas J. DeIuliis, CONSOL Energy executive vice president
and chief operating officer.  "It is CONSOL Energy's policy to
operate our coal and gas assets safely and within the framework of
the laws regulating our industry, but we oppose any efforts to use
them to unnecessarily impede our ability to sustain our
operations.

"To put it into human terms, we are talking about the jobs of
nearly 500 of our employees at the Fola Operations, and the impact
such legal interpretations will have on their quality of life and
that of their families," Mr. DeIuliis noted, adding that for each
job in coal mining, several additional support jobs are adversely
affected.

In addition, Mr. DeIuliis said that the long-term economic
viability of the Fola Operations remains uncertain due to adverse
market conditions for the coal product mined there.

"It is challenging enough to operate our coal and gas assets in
the current economic downturn without having to contend with a
constant stream of activism in rehashing and reinterpreting permit
applications that have already been approved or in the inequitable
oversight of our operations," Mr. DeIuliis said. "Customers will
grow reluctant to deal with energy producers they perceive are
unable to guarantee a reliable supply due to regulatory
uncertainty. It inhibits the ability to remain competitive."

Based in Pittsburgh, CONSOL Energy Inc. (NYSE: CNX) --
http://www.consolenergy.com/-- is a high-Btu bituminous coal and
natural gas company.  A member of the Standard & Poor's 500 Equity
Index and the Fortune 500, CONSOL Energy has 12 bituminous coal
mining complexes in six states and reports proven and probable
coal reserves of 4.5 billion tons.  It is also a majority owner of
CNX Gas Corporation, a leading Appalachian gas producer, with
proved reserves of over 1.4 trillion cubic feet.


COYOTES HOCKEY: Files Ch. 11 Plan, Rejects Call for Conversion
--------------------------------------------------------------
Law360 reports that the former owners of the National Hockey
League's Phoenix Coyotes have filed a Chapter 11 plan of
liquidation and rebuffed a recent call to convert the proceedings
to a Chapter 7 case, claiming that doing so would merely prolong
the wind-down and eat away at the liquidation trust proposed for
the unsecured creditors.

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.


CRUCIBLE MATERIALS: To Auction Off Distribution Centers on Dec. 15
------------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Crucible Materials
Corp. will sell its remaining assets for $13.2 million to SBI
Trading Co., subject to higher and better offers at an auction on
December 15.  Competing bids are due December 13.  The sale
hearing is scheduled for December 15.  The assets being sold
consist mostly of the distribution centers.

Crucible sold most of the assets to three buyers in September for
$52 million.  As reported by the Troubled Company Reporter on
Sept. 22, Crucible sold its compaction metals and research
divisions to Allegheny Technologies Incorporated for $40.95
million at an auction.  It also sold (i) its specialty metals
division located in Syracuse, New York, to Crucible Industries
LLC, for $8 million, and (ii) its service center in Romeoville,
Illinois, to Erasteel Inc., a unit of Eramet SA, for $2 million.

The Bankruptcy Court has extended Crucible's exclusive right to
propose a Chapter 11 plan until Feb. 1.

                     About Crucible Materials

Based in Syracuse, New York, Crucible Materials Corporation -- aka
Crucible Specialty Metals, Crucible Service Centers, Crucible
Compaction Metals, Crucible Research and Trent Tube -- makes
stainless and alloy steel for use in the aircraft, automotive,
petrochemical, and other industries.  The Company was employee-
owned prior to its bankruptcy filing.  Its Web site is
http://www.crucible.com/

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors engaged Duff & Phelps Securities LLP as investment banker;
RAS Management Advisors LLC as business advisor; and Epiq
Bankruptcy Solutions LLC as claims agent.  Roberta A. DeAngelis,
United States Trustee for Region 3, appointed five creditors to
serve on the Official Committee of Unsecured Creditors.  The
Debtors listed assets and debts both ranging from $100 million to
$500 million.


CRUSADER ENERGY: Shareholders Say Company Is Solvent
----------------------------------------------------
An ad hoc of shareholders argues that the proposed plan for
Crusader Energy Group Inc. improperly extinguishes existing stock,
Bill Rochelle at Bloomberg News reports.  According to the report,
the shareholders point out how a sale of some assets produced
$289 million, $50 million more than predicted in the disclosure
statement.  In addition to sale proceeds, other assets include
$15.2 million cash and $43.2 million in accounts receivable, for a
total of $347.4 million.  The Committee says existing shareholders
are "in the money" because the company has said that the asset
total is $17.4 million more than aggregate claims, without even
considering other assets that add value for existing stockholders.

                        The Chapter 11 Plan

As reported by the Troubled Company Reporter on Nov. 16, 2009,
Crusader Energy has obtained approval of the disclosure statement
explaining its Chapter 11 reorganization plan.  It will return to
the Bankruptcy Court on Dec. 15 to seek confirmation of the Plan.

The Chapter 11 plan is based on a sale to SandRidge Energy Inc.,
or to another party that gives a better offer.  The Plan promises
a 100% recovery on Crusader's $28.5 million in first-lien debt.
Second-lien creditors, owed $250 million, are expected to have a
68% recovery.  Unsecured creditors are to share $8.75 million cash
or 32.5% of their claims, whichever is less.

Under the Plan, SandRidge offered to purchase most of the shares
of common stock of reorganized Crusader in exchange for $55
million in cash, 13 million shares of SandRidge stock and
warrants.

SandRidge, however, said November 12 that it is no longer pursuing
the acquisition of Crusader following the outcome of the bidding.
At the auction, J/M Crusader Acquisition Sub LLC, a subsidiary of
Jones Energy Ltd., emerged as the winning bidder.  Jones agreed to
pay a combination of cash and a contractual contingent payment
right to receive 22% of the net cash flow from certain of
Crusader's properties after the closing.  The Jones' bid was
valued in the aggregate at $289 million, of which $240.5 million
will be in cash, subject to customary closing adjustments.

                      About Crusader Energy

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. (Pink
Sheets: CKGRQ) -- http://www.ir.crusaderenergy.com/-- explores,
develops and acquires oil and gas properties, primarily in the
Anadarko Basin, Williston Basin, Permian Basin, and Fort Worth
Basin in the United States.  It has working interests in more than
1,000 wells.

Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31797).  The Debtors' financial condition as of
September 30, 2008, showed total assets of $749,978,331 and
total debts of $325,839,980.

Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the
Debtors as counsel.  Jefferies & Company, Inc. acts as financial
adviser to Crusader in its Chapter 11 reorganization.  BMC Group
Inc. is claims and notice agent.  Holland N. Oneil, Esq., Michael
S. Haynes, Esq., and Richard McCoy Roberson, Esq., at Gardere,
Wynne & Sewell, represent the official committee of unsecured
creditors as counsel.


DEARBORN BANCORP: Receives Non-Compliance Notice From NASDAQ
------------------------------------------------------------
Dearborn Bancorp, Inc., the Holding Company for Fidelity Bank,
disclosed that on December 2, 2009 it received a letter from the
Listing Qualifications Staff of The Nasdaq Stock Market notifying
the Company that it failed to comply with Nasdaq's minimum bid
price requirements for continued listing set forth in Nasdaq
Marketplace Rule 5450(a)(1), which requires companies to maintain
a minimum bid price of $1.00 per share.

In accordance with Marketplace Rule 5810(c)(3)(A), the Company has
180 calendar days to regain compliance with the Minimum Bid Price
Rule.  The Staff will provide written notification to the Company
that it has achieved compliance with the Minimum Bid Price Rule
if, at any time before June 1, 2010, the minimum bid price of the
Company's common stock closes at $1.00 per share or more for at
least 10 consecutive trading days.  If the Company does not regain
compliance with the Minimum Bid Price Rule by the required
deadline, the Company's common stock will be subject to delisting
from the Nasdaq Global Select Market.  The Company may, however,
be eligible for an additional grace period if it satisfies the
initial listing standards (with the exception of the Bid Price
Rule) for listing on The Nasdaq Capital Market, and it submits a
timely application to Nasdaq to transfer the listing of its common
stock to the Nasdaq Capital Market.  The Company will continue to
evaluate its options with respect to maintaining the listing of
its common stock on the Nasdaq stock market.

Dearborn Bancorp, Inc. is a registered bank holding company.  Its
sole banking subsidiary is Fidelity Bank.  The Bank operates 17
offices in Wayne, Oakland, Macomb and Washtenaw Counties in the
State of Michigan.  Its common shares trade on the Nasdaq Global
Market under the symbol DEAR.


DENNY'S CORP: Board Approves Amendment to Bylaws
------------------------------------------------
The Board of Directors of Denny's Corporation on November 11,
2009, approved an amendment to Article II, Section 5 of the
Company's bylaws to provide for a plurality vote standard in those
instances where there is a contested director election.  In
uncontested elections, directors will continue to be elected by a
majority of votes cast.

The amended bylaws are effective as of November 11, 2009.

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- is one of America's largest
full-service family restaurant chains, consisting of 1,289
franchised and licensed units and 256 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

As of September 30, 2009, Denny's had total assets of $330,718,000
against total liabilities of $477,448,000, resulting in
shareholders' deficit of $146,730,000.  Denny's September 30, 2009
balance sheet also showed strained liquidity with total current
assets of $65,889,000, including $29,886,000 of cash and cash
equivalents, against total current liabilities of $95,790,000.


DEEP MARINE: Files for Bankruptcy Protection in Houston
-------------------------------------------------------
Deep Marine Holdings, Inc., filed for chapter 11 bankruptcy
protection (Case No. 09-39314) on December 4, 2009, before the
United States Bankruptcy Court for the Southern District of Texas
in Houston.

Affiliates Deep Marine Technology Inc., Deep Marine 1, LLC, Deep
Marine 2, LLC, Deep Marine 3, LLC, and Deep 4 Marine, LLC, also
sought bankruptcy protection.

The Debtors are represented by Bracewell & Guiliani, L.L.P.  The
Debtors disclosed 100,000,001 to 500,000,000 in total assets.

On June 29, 2009, Deep Marine Holdings and subsidiary Deep Marine
Technology, concluded an extensive, eight-month investigation into
allegations that either the Company or any of its current and
former officers, directors or major shareholders engaged in waste,
fraud, gross mismanagement or made improper payments, directly or
indirectly, to an elected official or family member.

The allegations were described in a shareholder demand letter and
in two lawsuits, one brought by minority shareholders who
presented the original demand letter and one brought by the former
CEO of DMT and DMH.  The two lawsuits and the demand letter
contained virtually identical allegations.

The investigation included the appointment of a Special Litigation
Committee of the Boards of DMT and DMH, and the retention of
independent outside counsel to study the allegations, to examine
witnesses (24 witnesses were interviewed, including some under
oath), and to review many thousands of pages of documents.  During
the exhaustive process, the Special Litigation Committee met on
several occasions to review progress, and has now received and
reviewed the report of its independent counsel.

After carefully considering the findings of that report and
deliberating as to the merits of the allegations in the demand
letter and the two lawsuits, the Special Litigation Committee has
determined that all of the allegations regarding the Company as
set forth in the Demand Letter sent by FLI Deep Marine LLC and
others, the Complaint filed by FLI and Bressner Partners Ltd. in
the Chancery Court of Delaware in Civil Action No. 4138-VCN, and
the First Amended Petition filed by Paul McKim in Harris County,
Texas in Cause No. 2008-64385, are without merit.  The Special
Litigation Committee further concluded that there is no evidence
to support any of the allegations that, with the exception of Paul
McKim, the former CEO of DMT and DMH, either the Company or any of
its current and former officers, directors or major shareholders
engaged in waste, fraud, gross mismanagement or made improper
payments, directly or indirectly, to an elected official or family
member.

As a result of the investigation and the committee's
determination, the Company declined to bring or take up a lawsuit
against its current or former officers, directors, and major
shareholders based upon those allegations.  One of the lawsuits,
originally brought before the Chancery Court in Delaware, has
already been dismissed, and the Company said it would move to
dismiss each of the causes of action in the remaining Texas
litigation brought against it by Paul McKim.

The Company reserved its right to file a lawsuit or counterclaims
against Paul McKim for his conduct while employed at the Company
as an officer and director and for the actions he has taken since
his departure from the Company.

Based in Houston, Texas, Deep Marine Technology --
http://www.deepmarinetech.com/-- is an independent subsea service
provider to the Offshore Oil and Gas Industry.


DOLL & DOLL: Sale Hearing of Dealership Sale Moved to Dec. 22
-------------------------------------------------------------
Tony Adams at ledger-enquirer.com says a federal judge moved the
hearing to determine who will acquire the Columbus Nissan
dealership from Rob Doll to Dec. 22, 2009, due to a death of a
close family member of Mr. Doll in Florida.

Mr. Adams notes that Jay Automotive Group owner Jay Stelzenmuller
is in talks with the Company on a possible acquisition of the
company's dealership and assets out of court.

S.E. Columbus Automotive LLC of Alabama expressed its intention to
bid for the company's Doll & Doll Motors at Box Road.

Doll & Doll Motor Company operates Rob Doll Nissan in Columbus.
The Company filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Middle District of Georgia in September
2009, listing $10 million to $50 million in liabilities and $1
million to $10 million in assets.


DOUGLAS DIRTING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Douglas B. Dirting
               Vickie L. Dirting
               1720 Hammonds Mill Road
               Hedgesville, WV 25427

Bankruptcy Case No.: 09-02767

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       Northern District of West Virginia (Martinsburg)

Debtor's Counsel: A. Carter Magee, Jr., Esq.
                  Magee Goldstein Lasky and Sayers, PC
                  Post Office Box 404
                  Roanoke, VA 24003
                  Tel: (703) 343-9800
                  Fax: (540) 343-9898
                  Email: cmagee@mglaspc.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 $5,195,637,
and total debts of $2,582,830.

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/wvnb09-02767.pdf

The petition was signed by the Joint Debtors.


DUBAI WORLD: Begins Talks with Major Bank Lenders
-------------------------------------------------
Helen Power and Hugh Tomlinson at The Times report that Dubai
World's six biggest lending banks have begun talks with the group
before a crunch creditors' meeting that is scheduled for
December 21.

The Times relates four British-listed banks -- HSBC, Royal Bank of
Scotland, Lloyds Banking Group and Standard Chartered -- and two
local lenders -- Emirates National Bank of Dubai and Abu Dhabi
Commercial Bank -- met NM Rothschild and Deloitte, Dubai World's
advisers, in the Gulf State Monday.

According to The Times, the banks tried to ascertain whether Dubai
World would make interest payments due on the bonds of Nakheel
PJSC, its property subsidiary, next Monday.  The leading banks,
which are forming a steering committee to represent all 90 of
Dubai World's bank lenders, also asked for detailed financial
information to help them to revalue the company in the event of a
default, The Times says.

The Times discloses insiders close to the talks said that Monday's
meeting had been exploratory but would establish the likely
direction of future negotiations.

                         6-Month Standstill

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

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

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

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

                          Large Exposure

As reported by the Troubled Company Reporter-Europe on Dec. 1,
2009, The Wall Street Journal's Chip Cummins, Dana Cimilluca and
Sara Schaefer Munoz, citing a person familiar with the matter,
said that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings
PLC, Barclays PLC, Lloyds Banking Group PLC, Standard Chartered
PLC and ING Groep NV of the Netherlands, are among the
international banks that have large exposure in Dubai World.

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

David Robertson at The (U.K) Times reported Credit Suisse has
estimated that European banks could have EUR40 billion
(GBP36 billion) in loans to Dubai and much of this could be at
risk if the Gulf emirate defaults.

The Journal, citing people familiar with the matter, said the
banks with the greatest exposure to Dubai World are Abu Dhabi
Commercial Bank and Emirate NBD PJSC, people familiar with the
matter said.

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

                        About Dubai World

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

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


DUBAI WORLD: W Hotel Sold for $2-Mil. at Foreclosure Auction
------------------------------------------------------------
Dow Jones Newswires' Lingling Wei says Dubai World's Istithmar
World Capital lost W Hotel Union Square in Manhattan to a
foreclosure auction Tuesday.

Istithmar, Dubai World's private-equity arm, acquired the property
for about $282 million in 2006.  On Tuesday, the property was sold
for $2 million.

Dow Jones says the W Hotel in October defaulted on $117 million in
junior debt.  The $115 million first mortgage, sliced into
commercial mortgage-backed securities, was transferred in
September to a special servicer in charge of handling loans in
danger of imminent default.

"When the foreclosure auction was scheduled, most observers
expected the only bidder to be LEM Mezzanine, a private-equity
fund affiliated with well-known property-investment firm Lubert-
Adler Partners.  LEM is the most junior creditor among three
investors that bought the $117 million in mezzanine debt,"
according to Dow Jones.

Dow Jones says Herbert Miller, co-founder of LEM, made the first
bid -- $100,000, or the minimum offer required at such an auction.

According to Dow Jones, in a last-ditch effort to salvage Dubai
World's investment, Harvey Strickon, Esq., at Paul, Hastings,
Janofsky & Walker LLP, representing Istithmar, immediately
followed with a $200,000 bid.  After several more rounds of
bidding, Mr. Strickon stood up and said "$2.1 million."

Dow Jones notes there was one condition attached to the offer: Mr.
Strickon said the bid would depend on Istithmar's ability to get
assurances it wouldn't have to pay anything to bring the hotel's
debts back to current status.  The auctioneer called a break, with
both parties going into a closed-door meeting.  No agreement was
reached.

Dow Jones relates that when the auction resumed, Kevin O'Shea,
Esq., at Allen & Overy LLP representing LEM, rejected the
Istithmar lawyer's suggestion that the private-equity arm
shouldn't be required to cure any default on the senior debt,
saying curing the debt could be required by an agreement between
creditors and LEM has no authority to change the terms.

Dow Jones says a few minutes after another meeting -- this time
involving Istithmar representatives and the private-equity arm's
lawyer -- the auctioneer declared LEM the winner, with a bid of $2
million.  LEM could have bid as much as its debt holding of $20
million without putting in any actual cash.  Mr. Strickon declined
to comment after the auction, Dow Jones says.

Dow Jones says LEM will now have to cure any defaulted loans that
are in line ahead of its debt.  The two other pieces of mezzanine
debt, totaling $97 million, are held by DekaBank Group of Germany
and Sandleman Partners, a New York hedge fund.  LEM also needs to
keep the first mortgage current after taking over the property.

Dow Jones recalls Istithmar spent about $50 million in cash and
borrowed $232 million to buy a 90% stake in the hotel in October
2006.  In June, Istithmar bought the remaining stake from UBS AG
for about $4 million, or about two-thirds of its original value,
Dow Jones says, citing a person familiar with the matter.  UBS
acquired the stake in 2007 from Island Capital Group, a New York
real-estate firm founded by Andrew Farkas, a longtime outside
adviser to Istithmar.

According to Dow Jones, Realpoint LLC, a credit-rating company,
estimates that the hotel is now worth $137.5 million.


EMPIRE RESORTS: Registers 2MM Shares Issuable Under Equity Plan
---------------------------------------------------------------
Empire Resorts, Inc., filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 to register an
additional 2,000,000 shares of its common stock, $0.01 par value
per share, issuable under the Company's Second Amended and
Restated 2005 Equity Incentive Plan.  The increase in the number
of shares authorized for issuance under the Plan from 8,500,000 to
10,500,000 was approved by the Company's stockholders at a special
meeting of the Company's stockholders held on November 10, 2009.

The Proposed Maximum Offering Price Per Share is $2.59.  The
Proposed Maximum Aggregate Offering Price is $5,180,000.

On March 31, 2006, the Company filed with the Securities and
Exchange Commission a Registration Statement on Form S-8
(Registration No. 333-132889), registering 3,500,000 shares of
Common Stock, which were to be issued in connection with the Plan.
On August 6, 2009, the Company filed with the Commission a
Registration Statement on Form S-8 (Registration No. 333-161110),
registering an additional 5,000,000 shares of Common Stock, which
were to be issued in connection with the Plan.

The Registration Statement relates to securities of the same class
as that to which the Prior Registration Statements relate, and is
submitted in accordance with General Instruction E to Form S-8
regarding Registration of Additional Securities.

                           *     *     *

On November 30, 2009, the St. Regis Mohawk Tribe issued a
statement announcing that the Tribe's Election Board has nullified
as void a referendum of its members pursuant to which the members
of the Tribe indicated that they do not support the Tribe pursuing
off-reservation gaming in the Catskills region of the State of New
York.

According to the statement, the Election Board has determined that
the November 21 Referendum is null and void.  The Election Board
received a written appeal stating the Referendum did not comply
with Section XIII, Subsections C and D of the Election and
Referendum Ordinance Amended April 10, 2009, which requires a 30
day public posting for referendums.

The Election Board will notify Tribal Council to proceed with
another Referendum.

As reported by the Troubled Company Reporter, the St. Regis Mohawk
Tribe on November 21, 2009, announced the results of a referendum
of its members pursuant to which the members of the Tribe
indicated, by a vote of 178 - 140, that they do not support the
Tribe pursing off-reservation gaming in the Catskills region York.
The Tribe provided for input from community members through a
referendum on Saturday, November 21.  319 voters turned out to
state their positions on the referendum's two questions:

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

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

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

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

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

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

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

                       Going Concern Doubt

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

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

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

                       About Empire Resorts

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


EVERGREEN TRANSPORTATION: Court OKs Auction of Truck and Trailers
-----------------------------------------------------------------
The Hon. Margaret A. Mahoney of the U.S. Bankruptcy Court for the
Southern District of Alabama authorized Evergreen Transportation,
Inc., to sell certain truck and trailers, free and clear of all
liens and encumbrances.

As reported in the Troubled Company Reporter on November 19, 2009,
the Debtor related those assets were no longer needed in
connection with its ongoing business activities.

The Debtor said that it retained J.M. Wood Auction Co., Inc., to
auction those assets.

Evergreen, Alabama-based Evergreen Transportation, Inc., operates
a freight and logistics business.  The Company filed for Chapter
11 on Aug. 4, 2009 (Bankr. S.D. Ala. Case No. 09-13525).  Silver,
Voit & Thompson, Attorneys at Law, P.C. represents the Debtor in
its restructuring efforts.  Ross Consulting Services, LLC, and
Carriage Hill Partners, Ltd., have been tapped as financial
advisors.  In its petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000.


FAIRVUE CLUB: Sec. 341 Creditors Meeting Set for December 30
------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of Fairvue
Club Properties, LLC's creditors on December 30, 2009, at 10:00
a.m. at Customs House, 701 Broadway, Room 100, Nashville, TN
37203.

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.

Gallatin, Tennessee-based Fairvue Club Properties, LLC, filed for
Chapter 11 bankruptcy protection on December 1, 2009 (Bankr. M.D.
Tenn. Case No. 09-13807).  William L. Norton, III, Esq., at
Bradley Arant Boult Cummings LLP assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


FILENE'S BASEMENT: To Close Shop in March; 75 Workers Affected
--------------------------------------------------------------
Adrianne Pasquarelli at Crain's New York Business says Filene's
Basement said in a notice filed with the New York State Department
of Labor that it is closing its Sixth Avenue location in March
because it was unable to renegotiate the lease at the site.  About
75 employees will be affected by the closing.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009, (Bankr. D. Del. Case No. 09-11525).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring effort.  Epiq Bankruptcy Solutions serves as claims
and notice agent.  The Debtors listed $50,000,001 to $100,000,000
in assets and $100,000,001 to $500,000,000 in debts.

The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.


FIRST CITY: Class-Action Settlement for Retirees Approved
---------------------------------------------------------
Judge Robert Schaffer of the 152nd Judicial District Court in
Houston has approved a class-action lawsuit settlement that would
distribute approximately $4.6 million to former employees of the
former First City Bancorporation.  Each of the more than 2,400
eligible members of the class may receive payments of
approximately $1,800 or more.

"These beneficiaries are likely to be retirees in their 70s and
80s for whom this financial settlement could be very welcome,"
says David Furlow of Thompson & Knight LLP and counsel for the
class.  "There remain several hundred former First City employees
who have not responded to our efforts to contact them about their
rights to receive a distribution from the settlement fund, and the
deadline to do so is approaching."

Former First City employees who have questions about their
eligibility should review the information on the Class
Administrator's Web site at http://www.firstcityclassaction.com/
Under the terms of the settlement, class members must currently
submit a claims form before Friday, Dec. 18, 2009, to receive a
distribution from the settlement fund. Membership in the class
depends on whether a former First City employee was an annuitant
under Prudential Insurance Company Group Annuity Contracts GA-5858
(which includes GA-5524) and GA-5523.

The dispute involved a defined-benefit retirement plan established
and funded solely by First City for employees in 1976. First City
cancelled the plan for being overfunded 10 years later.  The
company then made lump-sum payments to some participants and
purchased long-term annuities on behalf of other employees from
the Prudential Insurance Company.

After First City was declared insolvent in 1992 and went through
an involuntary bankruptcy, successor corporations took the
position that the former First City employees should receive
nothing from the annuity investments.

Lead Class Counsel Robert S. MacIntyre, Jr. of Houston's MacIntyre
& McCulloch, LLP, emphasizes that these payments will not affect
anyone's right to receive pension benefits.


FRANK CARUS: Case Summary & 25 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Frank R. Carus
        2115 Spryer Ln
        Redondo Beach, CA 90278

Bankruptcy Case No.: 09-44584

Chapter 11 Petition Date: December 7, 2009

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

Debtor's Counsel: Patricia Depew, Esq.
                  1801 Century Park E, Ste. 2400
                  Los Angeles, CA 90067
                  Tel:  (310) 284-8494
                  Fax:  (310) 288-8180
                  Email: patricia@depewlaw.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. Carus' petition, including a list of his
25 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-44584.pdf

The petition was signed by Mr. Carus.


FREEDOM COMMS: Names Claudia Elliot as Porterville's Editor
-----------------------------------------------------------
Central Valley Business Times says Claudia Elliot, former editor
of Southern Sierra Messenger that closed this month, was named
editor of the Porterville Recorder, a daily newspaper in Tulare
County published by Freedom Communications Inc.  Ms. Elliot
succeeded Glen Faison who left in September, source notes.

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

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

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


FREEDOM COMMS: Committee Says Sales May Yield Higher Returns
------------------------------------------------------------
On December 2, the Hon. Brendan L. Shannon of the U.S. Bankruptcy
Court in Delaware ruled that the Official Committee of Unsecured
Creditors for Freedom Communications Holding, Inc. may seek
alternatives to the Debtors' Plan of Reorganization.

Trenwith Securities, LLC, an affiliate of BDO Seidman, LLP, is the
Creditors Committee's investment bank.

Having inserted a no-shop clause in the original "prepackaged"
bankruptcy agreement with its senior lenders -- a group led by J.P
Morgan Chase -- the Debtors seek to convert $770 million in senior
secured debt into $325 million of new senior secured notes and to
own 98% of Freedom Communications' equity.  The Debtors' plan also
provides new equity to executive management and to the original
equity sponsors from The Blackstone Group and Providence Equity
Partners.  Houlihan Lokey was retained.

Setting aside several material bankruptcy and litigation issues
regarding the viability of the reorganization plan, the lenders
may face an uphill battle from the FCC to even gain permission to
transfer the licenses of Freedom's eight television stations, a
business that includes five CBS affiliates, two ABC affiliates,
and one CW affiliate.  "Therefore we believe the lenders may be
better served by a strategy to break up the Debtors and sell
multiple business units and individual operating assets to
generate actual cash that can pay down senior debt while offering
a superior return to unsecured creditors than the one proposed by
Freedom's current plan," Jeffrey R. Manning, Trenwith Securities,
LLC Managing Director, said.

From its headquarters in Irvine, California, the Debtors control
information and entertainment subsidiaries comprising print
publications, broadcast television stations and interactive
businesses.  Its portfolio includes 33 daily newspapers (including
The Orange County Register), more than 70 weekly newspapers,
magazines and other specialty publications including news,
information and entertainment Web sites which complement its
traditional media properties.

TRN has a limited timeframe to generate alternative "indications
of interest" well before the confirmation hearing scheduled in
February, "so we seek financially capable and sophisticated
parties that may be interested in various operating assets and
business units of the Debtors," Mr. Manning stated.  Interested
parties can contact Trenwith for a non-disclosure agreement:

     Jeffrey R. Manning
     Managing Director
     Phone: (212) 885-7396
     Cell: (917) 549-0312
     E-mail:jrmanning@trenwith.com

     Harrison L. Price
     Managing Director
     Phone: (214) 665-0702
     Cell: (469) 556-6104
     E-mail:hprice@trenwith.com

                  About Freedom Communications

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

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

Freedom Communications had $756,537,000 in assets against debts of
$1,082,644,000 as of August 31, 2009.


FRIEDMAN'S INC: Unsec. Creditors Recovery Reach 31.3% So Far
------------------------------------------------------------
National Jeweler reports that Friedman's Inc.'s liquidating
trustee Buchwald Capital Advisors LLC said the unsecured creditors
have recovered 31.3% of their claims, nearing the 31.6%
distribution level projected in the company's disclosure
statement.

There will be at least one more distribution and that total
distribution in the case will surpass 31.6%, source citing a
person with knowledge of the matter.

According to Buchwald Capital, the unsecured creditors received 3%
on Dec. 4, 2009.  The creditors got 28.1% of their claim when the
company's plan became effective, Troubled Company Reporter said.

                       About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/
-- and -- http://www.crescentonline.com/-- comprised a leading
specialty jewelry retail company.  Friedman's operated 388 stores
in 20 states with over 2,890 employees while Crescent Jewelers
operated 85 stores in 3 states with over 600 employees.

Friedman's and Crescent Jewelers filed for chapter 11 protection
on January 28, 2008 (Bankr. D. Del. Case Nos. 08-10161 and 08-
10179).

David M. Green, Esq., Jocelyn Keynes, Esq., and Nicholas F. Kajon,
Esq., at Stevens & Lee, P.C., in New York; and John D. Demmy,
Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, serve as
counsel to the Debtors.  The Debtors' professionals also include
Rothschild, Inc., as investment banker and financial advisor;
Retail Consulting Services, Inc. as real estate and lease
consultants; ASK Financial as special counsel to review, analyze,
and prosecute preference claims; Grant Thornton LLP as Tax
Advisors; and KZC Services, LLC's Salvatore LoBiondo, Jr., as
Chief Restructuring Officer, and Charles Carnaval as Director of
Restructuring.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases is represented by Christopher J. Caruso, Esq., Alan
Kolod, Esq., Lawrence L. Ginsburg, Esq., at Moses & Singer LLP in
New York; and Charlene D. Davis, Esq., at Bayard, P.A., in
Wilmington, Delaware.  The Committee also retained Consensus
Advisors as its financial advisors.

On April 10, 2008, the Court approved the sale to Whitehall
Jewelers, Inc., and a joint venture led by Great American Group
LLC to sell to Whitehall the inventory and related property at 78
of the Debtors' stores, and to assume and assign to Whitehall the
leases with respect to those 78 stores.  On June 30, 2008, the
liquidation of the balance of the Debtors' assets through store
closing sales were concluded.

At a confirmation hearing conducted on April 20, 2009, Friedman's
and Crescent Jewelers attained confirmation of their liquidating
plan in their Chapter 11 cases.


G.E.R. BUTTERNUT: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: G.E.R. Butternut Commons LLC
        2475 E 22nd St # 500
        Cleveland, OH 44115-3221

Bankruptcy Case No.: 09-21521

Debtor-affiliate filing separate Chapter 11 petition December 4,
2009:

        Entity                                     Case No.
        ------                                     --------
Global Enterprisers Realty Co., Inc.               09-21481

Debtor-affiliates filing separate Chapter 11 petitions December 7,
2009:

        Entity                                     Case No.
        ------                                     --------
G.E.R. Castle Rock LLC                             09-21522
G.E.R. Clinic View LLC                             09-_____
G.E.R. Coventry Park LLC                           09-_____
G.E.R. Euclid Emerald LLC                          09-_____
G.E.R. Glen Eden LLC                               09-_____
G.E.R. Kingsway Manor LLC                          09-_____
G.E.R. Overlake Apts LLC                           09-_____
G.E.R. Shire Cove LLC                              09-_____
G.E.R. Super Luxor LlC                             09-_____
G.E.R. Superior Blvd LLC                           09-_____
G.E.R. Superior Club LLC                           09-_____
G.E.R. Taylor Gardens LLC                          09-_____
G.E.R. West Court LLC                              09-21535
Grande Realty Development Co. LLC                  09-21536

Chapter 11 Petition Date: December 7, 2009

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

Judge: Arthur I. Harris

Debtor's Counsel: Frederic P. Schwieg, Esq.
                  Attorney at Law
                  2705 Gibson Dr
                  Rocky River, OH 44116-3008
                  Tel: (440) 499-4506
                  Fax: (440) 398-0490
                  Email: fschwieg@schwieglaw.com

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

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

According to the schedules, the Company has assets of $2,150,400
and total debts of $2,722,941.

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

             http://bankrupt.com/misc/ohnb09-21521.pdf

The petition was signed by Robert L. Lyons, managing member of the
Company.


GENERAL GROWTH: Texas Comptroller Objects To Bankruptcy Plan
------------------------------------------------------------
Law360 reports that the Texas Comptroller of Public Accounts has
objected to General Growth Properties' reorganization plan,
arguing that it does not provide for the payment of disputed tax
claims that remain unpaid as of the effective date.

As reported by the TCR on Dec. 3, 2009, General Growth Properties
has filed a plan of reorganization and related disclosure
statement.  The Plan is associated with roughly $9.7 billion of
secured mortgage loans, as GGP has reached consensual agreements
in principal with certain secured mortgage lenders.  The Plan
provides that all undisputed claims against the emerging debtors
for prepetition goods and services will be paid in full.
Confirmation of the plan of reorganization is currently scheduled
for December 15, 2009.

                       About General Growth

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

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

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


GENERAL MOTORS: Auto Critic Takes a Seat in GM's Turnaround
-----------------------------------------------------------
ABI reports that Stephen J. Girsky, once a high-profile Morgan
Stanley auto analyst who has been a member of the auto maker's
board since the summer, last week was named a special adviser to
Chairman and interim CEO Edward E. Whitacre Jr.

GM announced December 1 that its chief executive, Frederick
Henderson, has resigned from the Company and was be replaced on an
interim basis by board chairman Edward E. Whitacre Jr.

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: Bryant, et al., Want to File Class Proof of Claim
-----------------------------------------------------------------
On February 4, 2005, Boyd Bryant, on behalf of himself and all
others similarly situated, filed a Class Action Complaint against
General Motors in the Circuit Court for Miller County, Arkansas.
The Lawsuit is a nationwide class action based on a defective
parking brake in nearly four million 1999-2002 GMC and Chevrolet
pickups and/or SUVs.

Specifically, the Complaint alleges causes of action for (i)
breach of express warranty, (ii) breach of the implied warranty of
merchantability, (iii) violation of the Magnuson-Moss Warranty
Act, (iv) unjust enrichment, and (v) non-disclosure fraud.  In
January 2007, the State Court certified the Action as a nationwide
class action and was subsequently affirmed by the Arkansas Supreme
Court following an appeal taken by GM, Rakhee V. Patel, Esq., at
Pronske & Patel, P.C., in Dallas, Texas, relates.

Following the Petition Date, the Debtors removed the Action from
the Arkansas Circuit Court to the U.S. Bankruptcy Court for the
Western District of Arkansas.

On November 27, 2009, the Plaintiffs filed a class proof of claim
in the Debtors' cases.  Out of an abundance of caution, and in
complete deference to the Court's authority, the Plaintiffs ask
Judge Gerber to allow the Class Claim.

The Plaintiffs believe, however, that "because the Class has
previously been certified . . . they are permitted to file their
class proof of claim unilaterally, without seeking Court
approval," according to Ms. Patel.

Ms. Patel adds that the Class Claim is necessary to facilitate the
liquidation of the unjust enrichment and the fraudulent
concealment claims against the Debtors.

The request, however, is not filed, at this time, for purposes of
determining the propriety of allowing a class claim for any claims
relating to liability or liabilities assumed by New GM
postpetition, Ms. Patel says.

The Debtors have not filed a plan of reorganization or disclosure
statement.  Therefore, there is no prejudice to the estate or the
estate's creditors to allow the filing of a class proof of claim
at this time, Ms. Patel tells the Court.

                     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: Deutsche Bank Seeks Lift Stay for Set-Off
---------------------------------------------------------
Deutsche Bank AG asks the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay for it to
effectuate a setoff of amounts that the Debtors owe it on certain
General Motors bonds against amounts Deutsche owes GM on interest
rate swaps.

Deutsche Bank owes GM a debt of approximately $24 million on
interest rate swaps entered into in 2004 and 2005 under the 1992
International Swap Dealers Master Agreement.  GM owes Deutsche
Bank a debt of approximately $24 million on GM bonds that Deutsche
Bank acquired between November 2004 and January 2006.
Under New York law, Deutsche Bank has valid and enforceable
contractual, statutory and common-law rights to offset those
debts.

Deutsche Bank asserts that under Section 362(d)(1) of the
Bankruptcy Code, the simple fact of its setoff right constitutes
cause to relieve it from the stay.  In addition, Deutsche Bank
asserts that under Section 362(d)(2), the stay should be lifted
because GM has no equity in its claims against Deutsche Bank and
those claims are not necessary for GM's reorganization.  The Court
should grant Deutsche Bank's motion to lift the stay and permit it
to effect a setoff accordingly.

                     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: F. Hinrichs Want to Compel Document Production
--------------------------------------------------------------
Pursuant to Rule 2004 of Federal Rules of Bankruptcy Procedure,
Florian Hinrichs a German Army Officer who sued the Debtors on
various product liability counts, sought and obtained the Court's
authority to compel production of requested documents so as to be
received by Mr. Hinrichs' counsel not later than December 1, 2009.

Mr. Hinrichs also sought and obtained from the Court authority to
direct the oral examination of individuals designated by the
Debtors and believed to have knowledge of matters relevant to the
Debtors' financial condition and their product liability insurance
coverage pertaining to a personal injury lawsuit filed by Mr.
Hinrichs against the Debtors in the Circuit Court for Geneva
County, Alabama.

                     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: Secures $20 Million Financing From BNP Paribas
-----------------------------------------------------------------
Creditflux reports that Generation Brands' exiting secured lenders
led by BNP Paribas and largest equity investor Quad-C Management
will provide $20 million of debtor-in-possession financing and
$20 million of equity on its emergence on January 2010,
respectively.

The Company said it expects to wipe out at least $150 million of
debt under its prepackaged reorganization plan.

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.

Generation Brands LLC, along with affiliates that include Quality
Home Brands Holdings LLC, filed for Chapter 11 on Dec. 4, 2009
(Bankr. D. Del. Case No. 09-14315).

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


GLOBAL SAFETY: Court Confirms Chapter 11 Plan
---------------------------------------------
According to Bill Rochelle at Bloomberg News, Global Safety
Textiles Holdings LLC has won approval from the bankruptcy judge
of its reorganization plan.  Owned by Wilbur Ross' International
Textile Group Inc., Global Safety can now move ahead with the plan
where unsecured creditors who reduce their claims to $15,000 will
be paid in full. Other unsecured creditors with $121.8 million in
claims are to receive nothing.

The report relates that secured creditors owed $189.4 million are
slated for a 58% recovery by taking all of the new stock plus a
$70 million first-lien loan and a $30 million second-lien credit.
Neither of the new loans will pay cash interest.  The secured
creditors have the option of having up to 15% of the new stock
auctioned off.

                  About Global Safety Textiles

Greensboro, North Carolina-based Global Safety Textiles Holdings
LLC is a manufacturer of fabrics for auto air bags wholly owned by
Wilbur Ross's International Textile Group Inc.  The Company has
operations in three states in the U.S. and in five other
countries.  There are 217 employees in the U.S. and 3,000 abroad.

Global Safety filed for Ch. 11 on June 30, 2009 (Bankr. D. Del.
Case No. 09-12234).  Foreign based affiliates GST ASCI Holdings
Mexico, Inc., GST ASCI Holdings Asia Pacific, GST ASCI Holdings
Europe II LLC, Global Safety Textiles Acquisition GmbH, GST
Widefabric International GmbH, and GST ASCI Holdings Europe, Inc.,
were included in the Chapter 11 filing.

Michael C. Shepherd, Esq., at White & Case LLP, serves as the
Debtors' bankruptcy counsel.  Attorneys at Fox Rothschild LLP
serves as co-counsel.  EPIQ Bankruptcy Systems is claims agent.
The petition says Global Safety's assets and debts are between
US$100 million to US$500 million.


GOODMAN GLOBAL: S&P Assigns Corporate Credit Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to Goodman Global Group Inc., holding
company parent of Goodman Global Inc., a leading U.S. manufacturer
of residential and light-commercial heating, ventilating, and air-
conditioning systems.  The outlook is stable.

S&P also assigned a 'B-' issue-level rating, two notches below the
corporate credit rating, and a '6' recovery rating to Global's
proposed $320 million in five-year senior discount payment-in-kind
notes.  The '6' recovery rating reflects S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default
given the structural subordination of the proposed notes to
Goodman's existing bank debt and senior subordinated notes.

At the same time, S&P revised its outlook on operating company
Goodman Global Inc. to stable from positive.  S&P also affirmed
its existing ratings on Goodman, including its 'B+' corporate
credit rating.

"The outlook revision reflects the somewhat more aggressive
financial policy of Goodman Global because of the special dividend
to shareholders," said Standard & Poor's credit analyst Tom
Nadramia.  "As a result, it is S&P's assessment that credit
measures will likely be maintained at a level more consistent with
the current 'B+' rating over time."

Global is a holding company with no direct operations and depends
upon cash flow from Goodman to meet its debt obligations.  As a
result, S&P views Goodman Global as a consolidated enterprise.

The proceeds from the proposed note issuance, combined with excess
cash balances of Goodman, will be used to pay an approximately
$400 dividend to shareholders, including Hellman and Friedman LLC
and others.  Pro forma for the proposed transactions, Goodman
Global will have approximately $1.5 billion of outstanding
consolidated debt.

The 'B+' rating and stable outlook reflect Standard & Poor's
expectations that Goodman's improved operating earnings and EBITDA
will allow it to maintain adequate liquidity and credit measures
that are in line with the rating.  Specifically, it incorporates
S&P's expectation that the company will maintain adequate
liquidity under its $300 million asset-based revolving facility,
and will continue to generate discretionary cash flow sufficient
to meet all obligations while maintaining leverage as measured by
adjusted debt to EBITDA of 5.2x or less.


GOTTSCHALKS INC: Unsecured Creditors to Split "Remaining Assets"
----------------------------------------------------------------
Gottschalks Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware a Disclosure Statement explaining the
adequacy of information in its Chapter 11 Plan of Liquidation.

According to the Disclosure Statement, the Plan provides for the
distributions to creditors of the Debtor.  Under the Plan,
administrative claims and priority tax claims are unclassified,
while other priority claims, General Electric Capital Corp.
prepetition claims, other secured claims, general unsecured claims
and interests and securities subordinated claims are each placed
in their own classes.  The Plan provides for payment in full of
administrative claims, priority tax claims, other priority claims
and GECC prepetition claims and leaves the claims unimpaired.  The
remaining other secured claims, trade vendor claims, general
unsecured claims and interests and securities subordinated claims
are all impaired.

The treatment of creditors under the Plan is summarized as;

   1. Holders of administrative claims and other priority claims
      will be paid in full in cash or the other treatment as the
      Debtor and the claimholders will have agreed in writing.

   2. Holders of priority tax claims will, at the option of the
      Debtor, be either paid in full in cash and such other
      treatment as the Debtor and the claimholders will have
      agreed in writing.

   3. Holders of GECC administrative claims will receive, in full
      satisfaction, settlement, release and discharge of, and in
      exchange for the allowed GECC administrative claim, (i) cash
      in an amount equal to the amount of the allowed GECC
      administrative claims; (ii) the treatment provided in the
      DIP financing agreement, DIP financing order, other orders
      of the Bankruptcy Court and applicable law or (iii) the
      other less favorable treatment as to which the Debtor and
      other holder will have agreed upon in writing.

    4. Holders of other secured claims will receive one or a
       combination of, in full satisfaction, settlement, release
       and discharge of, and in exchange for, allowed of other
       secured claim, (i) cash in an amount equal to the amount of
       the allowed other secured claim; (ii) the collateral
       securing the allowed other secured claims or proceeds
       thereof; (iii) the sale of the collateral securing the
       allowed other secured claim, with liens to attach to the
       proceeds of the sale; (iv) realization of the indubitable
       equivalent on account of the claims; (v) deferred cash
       payments totaling at least the value of the holder's
       interest in the estate's interest in the property or (vi)
       the other treatment as to which the Debtor and the
       claimholder will have agreed upon in writing.

   5. Holders of general unsecured claims if allowed will receive
      a pro rata share of the available assets.  The available
      assets are the remaining assets and proceeds of assets after
      payment of or reserve for senior claims and certain reserve
      amounts established under the Plan for senior claims, and
      the administration and liquidation of the estate.

   6. Holders of interest and securities subordinated claims will
      receive nothing and the existing stock and interest will be
      cancelled.

The Plan will be implemented by, among other things:

   1. liquidation of the estate;

   2. the creditors Committee will be succeeded by the post-
      effective date committee;

   3. as part of the Plan, the Debtor seeks to appoint the
      responsible person to take any and all actions necessary to
      implement the Plan or wind up the estate; and

   4. The Debtor will remain in existence for the purpose of
      liquidating and winding up the estate.  After the
      liquidation and winding up, the responsible person will file
      a certificate of dissolution in the applicable state of
      incorporation of the Debtor and the Debtor will dissolve and
      cease to exist.

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

A full-text copy of the Chapter 11 Plan is available for free at:

         http://bankrupt.com/misc/Gottschalk_Ch11Plan.pdf

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.


GPX INTERNATIONAL: Titan Int'l Outbids Alliances' $38.3 Mil. Offer
------------------------------------------------------------------
Bruce Davis at Tire Business relates that Titan International
Inc. made a $44 million bid for the distribution assets of GPX
International Inc. in the U.S. Bankruptcy Court for the District
of Massachusetts in Boston.  Titan International surpassed the
$38.3 million offer of Alliance Tire Co. USA Ltd., Mr. Davis
notes.

Titan International's bid consists of a $38.7 million in cash and
the assumption of $5.3 million in liabilities, Mr. Davis citing
papers filed with the Court.

Mr. Davis notes the assets to be acquired are worldwide rights to
the Galaxy and Primex brands, U.S. and South African operations,
customer relationships, warehouse footprint and medium radial
truck tire distribution business, including GPX's exclusive deal
for the Aeolus tire brand.

GPX International Tire Corporation is one of the largest
independent global providers of specialty "off-the-road" tires for
the agricultural, construction, materials handling and
transportation industries.  GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in
NorthAmerica, China, Canada, and Germany.  A third generation
family-owned business, GPX and its predecessor companies have been
in business since 1922.

GPX International filed for Chapter 11 on Oct. 26, 2009 (Bankr. D.
Mass. Case No. 09-20170).  GPX is represented in U.S. Bankruptcy
Court by attorneys Harry Murphy of Hanify & King, P.C. and Peggy
Farrell of Hinckley Allen & Snyder LLP as corporate counsel.  TM
Capital Corp. serves as investment banker to GPX in connection
with these transactions and Argus Management Corporation serves as
restructuring advisor to GPX.  The petition says assets and debts
range from $100 million to $500 million.


GRAMERCY CAPITAL: Settles Credit Facility and Term Loan
-------------------------------------------------------
Gramercy Capital Corp. has entered into a termination agreement
with Wachovia Bank, National Association, or Wachovia, as
administrative agent, to settle and satisfy in full a pre-existing
loan obligation of approximately $44.5 million under its secured
term loan, credit facility and related guarantees.  The Company
made a one-time cash payment of $22.5 million and executed and
delivered to Wachovia a subordinate participation interest in the
Company's 50% interest in one of the four mezzanine loans formerly
pledged under the credit agreement.  The maximum cash proceeds
Wachovia may receive pursuant to the subordinate participation
interest is $21.0 million. Upon termination, all of the security
interests and liens in favor of Wachovia under the credit
agreement were released.  Simultaneous with their release, two
mezzanine loans were contributed by the Company to two of its
CDOs.

Clifford Chance US LLP acted as the Company's restructuring
counsel for this transaction.

                       About Gramercy Capital

Headquartered in New York City, Gramercy Capital Corp. is a self-
managed integrated commercial real estate finance and property
investment company whose Gramercy Finance division focuses on the
direct origination and acquisition of whole loans, subordinate
interests in whole loans, mezzanine loans, preferred equity,
commercial mortgage-backed security and other real estate
securities, and whose Gramercy Realty division targets commercial
properties leased primarily to financial institutions and
affiliated users throughout the United States.


GREEKTOWN HOLDINGS: Plan Set for Jan. 12 Confirmation Hearing
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
has approved the disclosure statement explaining a reorganization
plan for Greektown Holdings LLC that was proposed by a group of
noteholders.  The Court will consider confirmation of the Plan on
January 12.

According to the report, the Noteholders Plan resulted from a
settlement between the Official Committee of Unsecured Creditors
and secured lenders.  The Committee supports the Plan given
$10 million that non-noteholders will receive.  The lenders, who
are to be paid in full, also support the Plan.  Existing
noteholders will get 6% of the new stock.

The plan is financed with a $200 million fully committed equity
offering and $385 million from the sale of new secured notes.

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

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

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


HAIGHTS CROSS: S&P Withdraws 'D' Corporate Credit Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on White
Plains, New York-based supplemental education publisher Haights
Cross Communications Inc., which S&P analyzed on a consolidated
basis with operating subsidiary Haights Cross Operating Co.  The
ratings withdrawal reflects the lack of financial information on
the company.

                           Ratings List

                            Withdrawn

                 Haights Cross Communications Inc.

                                           To     From
                                           --     ----
        Corporate Credit Ratings           NR     D/--/--
        Senior Unsecured                   NR     D
          Recovery Rating                  NR     6

                    Haights Cross Operating Co.

                                           To     From
                                           --     ----
        Senior Unsecured                   NR     D
          Recovery Rating                  NR     6


HARVARD SURGERY CENTER: Case Summary & 13 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Harvard Surgery Center Inc.
        903 S Crenshaw Blvd, Ste 200
        Los Angeles, CA 90019

Bankruptcy Case No.: 09-39508

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Sung H. Shin, Esq.
                  3544 W Olympic Blvd, Ste 204
                  Los Angeles, CA 90019
                  Tel: (323) 730-2693

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
13 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-39508.pdf

The petition was signed by Yong T. Lee, president of the Company.


HARVEST OIL: Court Confirms Second Amended Plan of Reorganization
-----------------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana confirmed Harvest Oil & Gas, LLC, e.
al.'s second amended plan of reorganization of the Debtors dated
October 6, 2009.

According to the disclosure statement, Macquarie's secured claim
under Class 2 will be paid in cash in accordance with the terms of
the Macquarie Credit Agreement.

Wayzata's secured claim under Class 3, in the event that it votes
to accept the Debtors' Plan, will be paid in cash in accordance
with the terms of the Wayzata Credit Agreement.  In addition, on
the later of the Plan's Effective Date and the date Wayzata's
secured claim becomes an allowed secured claim, the holder of the
allowed secured claim will receive the Wayzata New Shares.

Each holder of General unsecured claims under Class 6 will receive
in cash, at the written election of said holder made at or prior
to the confirmation hearing, (i)(x) 90% of the amount of the
allowed general unsecured claim on the Effective Date and (y) 10%
of the amount of the allowed general unsecured claim 90 days after
the Effective Date plus interest on the allowed general unsecured
claim at the applicable interest rate plus applicable fees as
provided by applicable law that are allowed; or (ii) 100% of the
allowed general unsecured claim on the Effective Date plus
interest on the allowed general unsecured claim for the applicable
interest period at the federal interest rate.

Non-Warrant Equity Interests in Saratoga Resources, Inc. under
Class 9 will retain their allowed Equity Interests, which will be
converted to identical Equity Interests in Reorganized Saratoga on
the Effective Date; provided that holders of these allowed Non-
Warrant Equity Interests in Saratoga will receive no distribution
in respect of their allowed Non-Warrant Equity Interests until all
allowed claims are paid in full in accordance with the terms of
the Plan.

Holders of allowed Warrants in Saratoga under Class 10 will retain
their allowed Equity Interests, which will be converted to
identical Equity Interests in Reorganized Saratoga on the
Effective Date; provided that holders of these allowed Warrants in
Saratoga will receive no distribution in respect of their allowed
Warrants or the Non-Warrant Equity Interests issuable upon the
exercise of the Warrants until all allowed claims are paid in full
in accordance with the terms of the Plan.

              Classes of Claims and Equity Interests

The Plan places the various claims against and Interests in the
Debtors into 10 classes:

     Class 1  --  Priority Unsecured Claims
     Class 2  --  Macquarie Secured Claim
     Class 3  --  Wayzata Secured Claim
     Class 4  --  Oil Well Lien Act Claims
     Class 5  --  Other Secured Claims
     Class 6  --  General Unsecured Claims
     Class 7  --  State Lessor Audit Royalty Claims
     Class 8  --  Management Note Claim
     Class 9  --  Non-Warrant Equity Interests
     Class 10 --  Warrants

Claimants under classes 2, 3, 4, 5, 6, 7, 8, and allowed Equity
Interests under classes 9 and 10 are entitled to vote to accept or
reject the Plan.  Class 1 is unimpaired under the Plan and is
deemed to have accepted the Plan.

A copy of the second amended plan of reorganization is available
for free at http://bankrupt.com/misc/harvestoil.chapter11plan.pdf

A copy of the second amended disclosure statement, which details
the terms of the second amended plan of reorganization, is
available for free at:

    http://bankrupt.com/misc/harvestoil.disclosurestatement.pdf

                  About Harvest Oil and Gas, LLC

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged in the acquisition,
development and exploration of energy resources.  The Debtors have
approximately 110 wells in production, including 109 wells in
Louisiana and one well in Texas.  The Debtor and its debtor-
affiliates filed for Chapter 11 protection on March 31,
2009 (Bankr. W.D. La. Lead Case No. 09-50397).  Robin B.
Cheatham, Esq., at Adams & Reese LLP, represents the Debtors in
their restructuring efforts.  The Debtors listed between
$100 million and $500 million each in assets and debts.


HEALTHSOUTH CORP: Closes Sale of $290-Mil. of 8.125% Sr. Notes
--------------------------------------------------------------
HealthSouth Corporation on December 1, 2009, completed its
registered public offering of $290.0 million aggregate principal
amount of 8.125% Senior Notes due 2020 at a public offering price
of 98.327% of the principal amount.

The Company entered into these material agreements governing the
terms of the 2020 Notes:

     (i) the indenture, dated as of December 1, 2009, between the
         Company and The Bank of Nova Scotia Trust Company of New
         York, as trustee, and

    (ii) the first supplemental indenture, dated December 1, 2009,
         among the Company, the subsidiary guarantors named
         therein and the Trustee.

The 2020 Notes mature on February 15, 2020 and bear interest at
8.125% per annum, payable semiannually in arrears on February 15
and August 15, beginning on February 15, 2010.  The 2020 Notes are
jointly and severally guaranteed on a senior unsecured basis by
all of the Company's existing and future subsidiaries that
guarantee borrowings under its credit facility or its outstanding
10.75% Senior Notes due 2016.  The 2020 Notes and related
guarantees rank equal in right of payment to the Company's current
and future senior debt and senior in right of payment to any
future subordinated debt.  The 2020 Notes are effectively
subordinated to the Company's current and future secured debt, to
the extent of the value of the assets securing such debt, and any
liabilities of the Company's non-guarantor subsidiaries.

The indentures relating to the 2020 Notes contain restrictive
covenants that, among other things, limit the Company's ability
and the ability of certain of its subsidiaries to, among other
things, incur or guarantee additional indebtedness; pay dividends
on, or redeem or repurchase, its capital stock; make investments;
and merge, consolidate, or transfer all or substantially all of
its assets.

                    Tender Offer for 2014 Notes

The Company used the proceeds from the issuance of the 2020 Notes,
along with cash on hand, to fund on December 1, 2009, the payment
of the total consideration payable for the Floating Rate Senior
Notes due 2014 validly tendered and not validly withdrawn prior to
5:00 p.m., New York city time, on November 30, 2009, pursuant to
the Company's tender offer to purchase for cash all of its
outstanding 2014 Notes.

As of the Early Tender Deadline, the Company received tenders and
consents for approximately $312.6 million aggregate principal
amount of 2014 Notes, representing 94.8% of the $329.6 million
aggregate principal amount of the 2014 Notes outstanding. The
total consideration paid, $332.5 million, represented the
principal amount of the 2014 Notes so tendered, accrued and unpaid
interest thereon and the related early tender premium.

On December 1, 2009, after receiving consents from holders of a
majority in aggregate principal amount of the outstanding 2014
Notes, the Company also entered into the first supplemental
indenture to the indenture, dated as of June 14, 2006, among the
Company, its subsidiary guarantors and the Trustee.  The 2014
Supplemental Indenture amends the 2014 Indenture, effective
December 1, 2009, to (i) eliminate substantially all of the
restrictive covenants and certain events of default, (ii) reduce
the notice period required for redemption of the 2014 Notes to
five days, and (iii) make other related amendments.

The tender offer and consent solicitation remain open and are
scheduled to expire at 12:00 midnight, New York City time, on
Monday, December 14, 2009, unless extended or earlier terminated
by the Company.  Holders of 2014 Notes that are validly tendered,
not validly withdrawn and accepted for payment by the Company
after the Early Tender Deadline will receive a payment of the
principal amount of the tendered notes and any accrued and unpaid
interest to, but not including, the final payment date, which will
be promptly after the Expiration Date.

On December 1, 2009, the Company provided the Trustee with notice
pursuant to the 2014 Indenture, as amended by the 2014
Supplemental Indenture, of the Company's election to redeem, on
December 15, 2009, any and all 2014 Notes not validly tendered and
accepted in the tender offer. The redemption price for the 2014
Notes will be 103.0% of the principal amount of the 2014 Notes.

                         About HealthSouth

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

At September 30, 2009, the Company had $1.754 billion in total
assets against $2.288 billion in total liabilities and
$387.4 million of convertible perpetual preferred stock.  At
September 30, 2009, the Company had accumulated deficit of
$3.756 billion, healthsouth shareholders' deficit of
$1.002 billion, noncontrolling interests of $80.8 million and
total shareholders' deficit of $921.9 million.


HOLLEY PERFORMANCE: Wants to Auction Clean Power & Related Assets
-----------------------------------------------------------------
Holley Performance Products Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to authorize
the sale of the Holley Clean Power original equipment manufacturer
business and related assets to Actuant Corporation or another
bidder, subject to higher or better offer.

Actuant Corporation offered to purchase the Clean Power assets for
$3,100,000, free and clear of all liens, claims, encumbrances, and
interests pursuant to Section 363 of the Bankruptcy Code.

The terms of the Stalking Horse Purchase Agreement include:

   a) Purchase Price - $3,100,000 plus assumed liabilities.

   b) Purchased Assets - Assets related to the Product Line,
      including copyrights, patents, customer records, machinery,
      inventory, and equipment, and certain assigned contracts.

   c) Excluded Assets - Assets excluded from Purchased Assets
      include (a) cash and cash equivalents on hand as of the
      Closing, (b) the Debtors' facility in Bowling Green,
      Kentucky, (c) contracts other than the Assigned Contracts,
      (d) accounts receivable, and (e) Holley's brand name.

   d) Assumed Liabilities - Buyer assumes certain cure obligations
      and post-closing obligations with respect to Assigned
      Contracts.

   e) Deposit - $200,000 cash deposit (currently held by Ropes &
      Gray LLP in an escrow account).

   f) Interim Operating Agreement - The sale is conditioned upon
      Holley's entry into an interim operating agreement to
      service the Product Line after the Closing for up to six
      months.

   g) Termination - the buyer may terminate the Stalking Horse
      Purchase Agreement (i) if the Bidding Procedures Order is
      not entered by 20 days after the date hereof, (ii) if the
      sale order is not entered by 45 days after the date hereof,
      or (iii) after ten business days after the entry of the sale
      order, if the closing has not occurred other than as a
      result of buyer's material breach.

The Debtor also ask that the Court authorize a break-up fee of
$100,000 plus the buyer's reasonable out of pocket legal and other
fees and expenses incurred by buyer in connection with this
transaction, payable if the Court approves a sale to another
bidder at the auction and the sale closes.

The Debtor proposes that the auction will take place at 10:00 a.m.
two business days prior to the date of the sale hearing at the
offices of Ropes & Gray LLP, One International Place, Boston,
Massachusetts.

                     About Holley Performance

Holley Performance and its affiliates are leading suppliers of
performance automotive products.  The Company designs,
manufactures, and markets a diversified line of performance
automotive products, including carburetors, fuel pumps, fuel
injection systems, nitrous oxide injection systems, superchargers,
exhaust headers, mufflers, and automotive performance plumbing
products.

Holley Performance and its affiliates filed for Chapter 11 on
September 28, 2009 (Bankr. D. Del. Case No. 09-13333).  Pepper
Hamilton LLP represents the Debtors in their restructuring effort.
Ropes & Gray LLP is corporate counsel.  Epiq Bankruptcy Solutions
LLC serves as claims and notice agent.  The Debtors' cases have
been assigned to Judge Peter J. Walsh.  The petition says assets
and debts are between $100 million and $500 million.

Holley Performance returned to bankruptcy 19 months after winning
court approval of its last reorganization plan.


INTEGRATED HEALTHCARE: Posts $105,000 Loss September Quarter
------------------------------------------------------------
Integrated Healthcare Holdings Inc. reported a net loss of
$105,000 on net operating revenues of $101.4 million for the three
months ended September 30, 2009, compared with a net loss of
$5.2 million on net operating revenues of $95.5 million for the
same period ended September 30, 2008.

During the three months ended September 30, 2009, the Company
recorded an impairment loss of $11.3 million relating to the
amounts due from its Lender, Medical Capital Corporation.

The operating income for the three months ended September 30, 2009
was $1.7 million compared to an operating loss of $2.3 million for
the three months ended September 30, 2008.

Interest expense for the three months ended September 30, 2009,
was $2.4 million compared to $2.8 million for the same period in
fiscal year 2009.  The decrease primarily related to the reduction
in the outstanding balance of the Company's $50 million Revolving
Line of Credit.

For the six months ended September 30, 2009, the Company reported
net income of $1.3 million on net operating revenues of
$194.4 million, compared with a net loss of $7.4 million on net
operating revenues of $189.0 million for the same period ended
September 30, 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $136.6 million in total assets and $180.6 million in total
liabilities, resulting in a $43.9 million shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $82.3 million in total current
assets available to pay $174.3 million in total currrent
liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4b4f

                       Going Concern Doubt

As of September 30, 2009, the Company has a working capital
deficit of $92.0 million and accumulated total deficiency of
$43.9 million.  The Company currently relies solely on its cash
receipts from payers to fund its operations, and any significant
disruption in such receipts could have a material adverse effect
on the Company.

On April 14, 2009, the Company had issued a Demand Letter to the
Company's Lender Medical Capital Corporation, notifying the Lender
that it was in default of the $50 million Revolving Credit
Agreement, to make demand for return of all Excess Amounts
collected and retained by it under the $50 million Revolving
Credit Agreement, and to reserve the rights of the borrowers and
credit parties with respect to other actions and remedies
available to them.

Not withstanding the uncured default by the Lender on the
$50 million Revolving Credit Agreement, as of September 30, 2009,
the Company has accrued, but not paid, interest totaling
$2.0 million for the three months ended September 30, 2009, which
could give the Lender cause to place the debt in default.

These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.

                   About Integrated Healthcare

Based in Santa Ana, California, Integrated Healthcare Holdings
Inc. (OTC BB: IHCH) -- http://www.ihhioc.com/-- is a publicly
traded hospital management company that was formed in 2003.  The
Company presently owns and operates four hospitals in Orange
County, California, with a total of 770 beds, 2787 employees, and
1725 active physicians.


INVITEL HOLDINGS: Soliciting Consents for Magyar's Senior Notes
---------------------------------------------------------------
Invitel Holdings A/S on December 7 announced a solicitation of
consents by its subsidiary, Magyar Telecom B.V., from holders of
Magyar Telecom's outstanding floating rate notes due 2013 to
certain proposed amendments and waivers to the indenture governing
the Notes.  The purpose of the Proposed Amendments and Waivers is
to amend the Indenture to permit Invitel and its subsidiaries to
refinance certain of its indebtedness.

The Consent Solicitation is being made as part of a series of
transactions which include the launch of a EUR340 million
aggregate principal amount senior secured note offering, the
proceeds of which will be used to repay certain indebtedness of
Invitel and its subsidiaries.  The consummation of the Consent
Solicitation is subject to the closing of the Notes Offering and
certain other conditions described in the Consent Solicitation
Statement.

Magyar Telecom has entered into a lock-up agreement with certain
holders of Notes  who beneficially own over 50% of the outstanding
aggregate principal amount of the Notes.

                     About Invitel Holdings A/S

Invitel Holdings A/S, formerly Hungarian Telephone and Cable
Corp., -- http://english.invitel.hu/-- is a telecommunications
provider operating in Hungary mainly through its subsidiary and
brand Invitel.  The Company also provides Internet and data
services to business customers in Romania through Euroweb Romania,
another subsidiary.  The Company was originally established as a
holding company to acquire concessions from the government of the
Republic of Hungary to own and operate local fixed line
telecommunications networks in Hungary.  It offers fixed line
telecommunications services to residential and business customers
in its 14 historical concession areas, with a backbone network
that comprises approximately 8,500 route kilometres in Hungary and
23,000 route kilometres outside Hungary.  The Company operates in
four core markets: mass market voice, mass market Internet,
business and wholesale.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Nov. 9,
2009, Standard & Poor's Ratings Services said it raised its long-
term corporate credit rating on Hungary-based fixed-line
telecommunications operator Invitel Holdings A/S and related
entities Magyar Telecom B.V. and HTCC Holdco I B.V. to 'CCC+' from
'SD', reflecting S&P's review of the group's capital structure and
liquidity profile after completing three debt exchange offers.
The outlook is stable.

At the same time, S&P raised the issue ratings on Magyar Telecom
B.V.'s EUR142 million 10.75% notes due 2012 and EUR200 million
floating-rate notes due 2013, and the issue rating on HTCC Holdco
1 B.V.'s EUR125 million junior subordinated payment-in-kind notes
due 2013, to 'CCC-' from 'D'.  The issue ratings on the senior
secured EUR165 million credit facilities at the group's subsidiary
Invitel Zrt. were raised to 'CCC+' from 'CC'.


JEFFERY LYNN GILLEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Jeffery Lynn Gilley
               Shannon Beth Gilley
               117 Waters Edge Dr.
               Hampstead, NC 28443

Bankruptcy Case No.: 09-10649

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: James Oliver Carter, Esq.
                  Carter & Carter, P.A.
                  408 Market Street
                  Wilmington, NC 28401
                  Tel: (910) 763-3626
                  Fax: (910) 343-8966
                  Email: jocc1@bellsouth.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 $1,522,311,
and total debts of $1,881,106.

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

             http://bankrupt.com/misc/nceb09-10649.pdf

The petition was signed by the Joint Debtors.


KABUTO ARIZONA: Puts Wigwam on Auction Block; JDM to Bid $45 Mil.
-----------------------------------------------------------------
The Arizona Republic's Carrie Watters reports that Wigwam Golf
Resort and Spa owned by Kabuto Arizona Properties LLC will be
sold, subject to approval by the U.S. Bankruptcy Court.  Wigwam
Gold is selling its assets, as it is unable to rework its
finances.  JDM Partners is expected to make a $45 million bid for
the company's property, Ms. Watters says.

Kabuto Arizona Properties, LLC, owns a hotel and resort known as
Wigwam Golf Resort and Spa located in Litchfield Park, Arizona
It filed for Chapter 11 on May 22, 2009 (Bankr. D. Ariz. Case No.
09-11282).  David W.M. Engelman, Esq., at Engelman Berger, P.C.,
represents the Debtor in its restructuring efforts.  The Debtor
has tapped McNutt Law Group, LLP, as co-counsel.  The Debtor, at
the time of its filing, says it has assets and debts both ranging
from $50 million to $100 million.


KIEBLER SLIPPERY: Gets Final OK to Use Huntington Cash Collateral
-----------------------------------------------------------------
The Hon. Randolph Baxter of the U.S. Bankruptcy Court for the
Northern District of Ohio authorized, on a final basis, Kiebler
Slippery Rock, L.L.C. to:

   -- use cash securing repayment of loan with The Huntington
      National Bank and The Huntington Real Estate Investment
      Company; and

   -- grant adequate protection to the prepetition lenders.

As reported on the Troubled Company Reporter on October 16, 2009,
the Debtor related that the total due to Huntington under the loan
documents as of the petition date is about $26,457,200.  The total
due Huntington Real Estate under the loan documents is about
$2,200,000 including accrued interest, fees and costs incurred
to date.  As of the petition date, the Debtor remains in default
of its obligations under the loan documents.

The Debtor related that it does not have available sources of
working capital and financing to carry on the operation of the
business without the use of the cash collateral.

The lenders agree to allow the Debtor a limited use of their Cash
Collateral, subject upon the Debtor granting to lenders
postpetition security interests, liens, and superpriority
administrative expense claims as adequate protection for use of
their cash collateral.

                    About Kiebler Slippery Rock

Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087).  Andrew L.
Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland,
Esq., at Thompson Hine LLP represent the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


KIEBLER SLIPPERY: Wants Plan Filing Extended Until January 23
--------------------------------------------------------------
Kiebler Slippery Rock, L.L.C. asks the U.S. Bankruptcy Court for
the Northern District of Ohio to extend until January 23, 2010,
the period for filing its plan of reorganization or making
interest payments for purposes of Section 362 of the Bankruptcy
Code.

The Debtor relates that its needs additional time to assess and
implement the optimal means to maximize the estate's value and to
formulate plan strategy, with the hope and expectation of
negotiating and preparing a confirmable plan and disclosure
statement.

Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087).  Andrew L.
Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland,
Esq., at Thompson Hine LLP represent the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


KOREA MEDICAL GROUP: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Korea Medical Group Inc.
        3544 W Olympic Blvd Ste 105
        Los Angeles, CA 90019

Bankruptcy Case No.: 09-39509

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Sung H. Shin, Esq.
                  3544 W Olympic Blvd, Ste 204
                  Los Angeles, CA 90019
                  Tel: (323) 730-2693

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
7 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-39509.pdf

The petition was signed by Yong T. Lee, president of the Company.


LAMAR ARBORS: 341 Creditors Meeting Set for Dec. 30
---------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Lamar
Arbors, LLC's creditors on December 30, 2009, at 2:30 p.m. at
Fritz G. Lanham Federal Building, 819 Taylor Street, Room 7A24,
Ft. Worth, TX 76102.

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.

Lamar A Houston, Texas-based Lamar Arbors, LLC, filed for Chapter
11 bankruptcy protection on November 30, 2009 (Bankr. N.D. Tex.
Case No. 09-47641).  Rakhee V. Patel, Esq., at Pronske & Patel,
P.C., assist the Company in its restructuring effort.  The Company
listed $17,148,208 in assets and $15,119,946 in liabilities.


LAMAR ARBORS: Reveals Largest Unsecured Creditor
------------------------------------------------
Lamar Arbors, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas a list of its largest unsecured
creditors.

  Creditor             Nature of Claim           Amount of Claim
  --------             ---------------           ---------------
   TDLR            Elevator Equipment Inspection      $4,000
   P.O. Box 12157
   Austin, TX 78711-2157

Lamar A Houston, Texas-based Lamar Arbors, LLC, filed for Chapter
11 bankruptcy protection on November 30, 2009 (Bankr. N.D. Texas
Case No. 09-47641).  Rakhee V. Patel, Esq., at Pronske & Patel,
P.C., assist the Company in its restructuring effort.  The Company
listed $17,148,208 in assets and $15,119,946 in liabilities.


LEHMAN BROTHERS: Has BRL2-Billion Assets in Brazil
--------------------------------------------------
Lehman Brothers Holdings Inc. has BRL2 billion (US$1.16 billion)
in assets in Brazil, Camila Fontana at Bloomberg News reports,
citing Brasil Economico.

According to the report, head of restructuring firm Alvarez &
Marsal in the country, Luis DeLucio, told the local newspaper that
Lehman's short-term credits in Brazil will be kept through
maturity while longer-term receivables will be offered to
prospective buyers.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEO ROBBINS: Economic Woes Prompts Chapter 11 Filing
----------------------------------------------------
Rob Bates, senior editor at JCK Online, says Leo Robbins and
Sons owned by Jerry Robbins filed for Chapter 11 bankruptcy to
restructure obligations and reorganize affairs.  Five creditors
made an involuntary Chapter 7 petition against the company two
weeks ago, Mr. Bates notes.

Mr. Robbins blamed the filing on the economic downturn, which
caused a substantial reduction in sales, Mr. Bates says.  Mr.
Robbins owes $6.8 million to Sovereign Bank and $3.4 million to
creditor.  Sovereign Bank froze the company's credit, Mr. Bates
adds.

The Company owes $899,700 to Salanat Group; R and R Grosbard,
$257,679; Leo Schachter and Co., $182,772; the New Jersey branch
of Overseas Diamonds, $159,496; and True Romance, $119,595, source
relates.

Leo Robbins and Sons owns a chain of jewelry shop in Philadelphia;
Allentown, Penn.; Newark, Del.; and Hamilton, New Jersey.


LIFE SCIENCES: Files Form 15 to Deregister Common Stock
-------------------------------------------------------
Life Sciences Research, Inc., on December 7 filed with the
Securities and Exchange Commission a Form 15 to terminate the
registration of its Voting Common Stock, par value $0.01 per
share.

As reported by the Troubled Company Reporter on November 30, 2009,
NYSE Arca, Inc., notified the SEC of its intention to remove the
entire class of the Voting Common Stock, $0.01 par value per
share, of Life Sciences Research from listing and registration on
the Exchange at the opening of business on December 7, 2009,
pursuant to the provisions of Rule 12d2-2 (a)(3) .

On November 23, 2009, shareholders of the Company's Voting Common
Stock approved the merger agreement by and among the Company, Lion
Holdings, Inc., and Lion Merger Corp.  Pursuant to the merger
agreement, each share of the Company's Voting Common Stock was
converted into the right to receive $8.50 in cash, without
interest and less any applicable withholding taxes.   The merger
became effective at on November 24, 2009.

As a result, the Voting Common Stock of Life Sciences Research was
suspended from trading on NYSE Arca prior to the opening on
November 25, 2009.

                   About Life Sciences Research

Based in East Millstone, New Jersey, Life Sciences Research, Inc.
(NYSE Arca: LSR) is a global contract research organization
providing product development services to the pharmaceutical,
agrochemical and biotechnology industries.  LSR operates research
facilities in the United States (the Princeton Research Center,
New Jersey) and the United Kingdom (Huntingdon and Eye, England).

Life Sciences Research had total assets of $186,983,000 as of
September 30, 2009, against total liabilities of $191,893,000,
resulting in $4,910,000 in stockholder's deficit.  The September
30 balance sheet showed strained liquidity: The Company had
$69,956,000 in total current assets against $75,128,000 in total
current liabilities.


LITTLE LAMB SCHOLASTIC: Case Summary & 8 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Little Lamb Scholastic Academy, Inc.
        1431 Troon
        Flossmoor, IL 60422

Bankruptcy Case No.: 09-46211

Chapter 11 Petition Date: December 7, 2009

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

Debtor's Counsel: Forrest L. Ingram, Esq.
                  79 W Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: (312) 759-2838
                  Fax: (312) 759-0298
                  Email: fingram@fingramlaw.com

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

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

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

             http://bankrupt.com/misc/ilnb09-46211.pdf

The petition was signed by Pamela Walker, president of the
Company.


LEO ROBBINS & SONS: Case Summary & 20 Largest Unsecured 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.


LYONDELL CHEMICAL: To Settle Lawsuit Out from Under Creditors
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Lyondell Chemical Co.
agreed with secured lenders to settle a lawsuit being prosecuted
against the lenders by the official committee of unsecured
creditors.

To recall, the Creditors Committee commenced a lawsuit against
Citibank N.A., Deutsche Bank, and other banks that funded the 2007
acquisition of Lyondell Chemical Company by Basell AF S.C.A.
Having accumulated heavy debt because of the merger,
LyondellBasell was in a full-blown liquidity crisis and was
running out of money to fund its operations only three months
following the merger.  The Creditors Committee asserted claims of,
among other things, fraudulent transfer, breach of fiduciary duty,
avoidance of unperfected senior liens.

Under the settlement, unsecured creditors would be given $300
million cash on emergence from Chapter 11 along with a trust to
bring lawsuits.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MACIAS ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Macias Enterprises, LLC
        12014 W. Fillmore
        Avondale, AZ 85323

Bankruptcy Case No.: 09-31550

Chapter 11 Petition Date: December 7, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                  DeConcini Mcdonald YETWIN & LACY, PC
                  7310 N 16th, St #330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0472
                  Fax: (602) 282-0520
                  Email: lhirsch@dmylphx.com

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

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

According to the schedules, the Company has assets of $1,319,305
and total debts of $2,626,418.

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

              http://bankrupt.com/misc/azb09-31550.pdf

The petition was signed by Delia Macias, member of the Company.


MARIA VILLALOBOS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Maria Villalobos
        603 S Great Bend Dr
        Diamond Bar, CA 91765

Bankruptcy Case No.: 09-44492

Chapter 11 Petition Date: December 7, 2009

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

Judge: Ellen Carroll

Debtor's Counsel: Robert S. Altagen, Esq.
                  Law Offices of Robert S. Altagen
                  1111 Corporate Ctr, Dr #201
                  Monterey Park, CA 91754
                  Tel: (323) 268-9588
                  Fax: (323) 268-8742
                  Email: rsaink@earthlink.net

Estimated Assets:

Estimated Debts: $0 to $50,000

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Ms. Villalobos.


MAXXAM INC: Settles Two Lawsuits on Stock Split
-----------------------------------------------
MAXXAM reached a settlement of two lawsuits that had been filed
against the company and its Board of Directors challenging a
proposed reverse stock split.  MAXXAM's Board has proposed a 1-
for-250 reverse stock split of its common and preferred stock,
which is to be considered by stockholders at a December 23, 2009
special meeting.  Two lawsuits challenging the proposed reverse
stock split were filed in the Delaware Court of Chancery.

On December 4, 2009, MAXXAM entered into a Memorandum of
Understanding for Settlement with the plaintiffs in these
lawsuits.  Pursuant to the settlement, MAXXAM is, among other
things, increasing from $10.77 to $11.00 the cash out price to be
paid to holders of fractional shares of common stock following the
reverse stock split.  The company is also increasing from $11.52
to $11.75 the cash out price to be paid to holders of fractional
shares of preferred stock following the reverse stock split.
MAXXAM also agreed (a) to provide certain financial and other
information to stockholders through May 15, 2014, and (b) to use
commercially reasonable efforts to cause our common stock to be
quoted on the limited information tier of the pink sheets through
June 30, 2014.

The settlement is subject to certain conditions -- the execution
of a formal stipulation of settlement, discovery by the plaintiffs
to confirm the fairness and reasonableness of the settlement, the
consummation of the reverse stock split, and the Delaware Court of
Chancery approving the settlement and dismissing the litigation.
The other terms of the settlement are summarized in the Supplement
to Proxy Statement attached to this press release.

The defendants in the litigation have denied, and continue to
deny, that any of them has done anything wrong or that they have
any liability in the matter. MAXXAM and the defendants are
entering into the settlement solely to (a) eliminate the costs and
burdens that would be associated with continuing to defend against
the litigation, (b) put to rest the claims which were or could
have been asserted against the defendants in the litigation, and
(c) permit the reverse stock split to proceed.

                        About MAXXAM Inc.

Houston, Texas-based MAXXAM Inc. (NYSE Amex: MXM) conducts the
substantial portion of its operations through its subsidiaries,
which operate in two industries -- Residential and commercial real
estate investment and development (primarily in second home or
seasonal home communities), through MAXXAM Property Company and
other wholly owned subsidiaries of the Company, as well as joint
ventures; and racing operations, through Sam Houston Race Park,
Ltd. a Texas limited partnership wholly owned by the Company,
which owns and operates a Texas Class 1 pari-mutuel horse racing
facility in the greater Houston metropolitan area, and a pari-
mutuel greyhound racing facility in Harlingen, Texas.

At September 30, 2009, MAXXAM had $361.6 million in total assets
against $778.0 million in total liabilities, resulting in
$416.4 million in stockholders' deficit.

                       Going Concern Doubt

As reported by the Troubled Company Reporter on April 7, 2009,
Grant Thornton LLP said the uncertainty surrounding the real
estate industry and the ultimate outcome of proceedings involving
MAXXAM Inc.'s former unit, Pacific Lumber Company, and their
effect on the Company, as well as the Company's operating losses
raise substantial doubt about the ability of the Company to
continue as a going concern.


MCDERMOTT INTERNATIONAL: Moody's Affirms 'Ba2' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed all long term ratings of
McDermott International, Inc. and J Ray McDermott, S.A., including
each of their Ba2 Corporate Family and Ba3 Probability of Default
ratings.  J Ray's Ba2 senior secured debt rating and the Baa3
senior secured rating of Babcock & Wilcox Power Generation Group
Inc. were also affirmed.  The ratings outlook for all companies
has been changed to developing from positive.

The rating action follows the announcement made this morning by
MII that it plans to spin-off its subsidiary, The Babcock & Wilcox
Company, which is the intermediate parent of both BWPGG and BWX
Technologies Inc.  The transaction, if completed, will result in
two independent, publicly traded companies, one being B&W
(effectively BWPGG and BWXT) and the other being MII (effectively
J Ray).  The company expects to satisfy and finalize the number of
conditions to which completion of the plan is subject within the
next nine to twelve months.

Outlook Actions:

Babcock & Wilcox Power Generation Gr, Inc.

  -- Outlook, Changed To Developing From Positive

J. Ray McDermott, S.A.

  -- Outlook, Changed To Developing From Positive

McDermott International, Inc.

  -- Outlook, Changed To Developing From Positive

Instrument Ratings Affirmed:

Babcock & Wilcox Power Generation Gr, Inc.

  -- Senior Secured Bank Credit Facility, at Baa3 (LGD1, 09% from
     LGD1, 08%)

J. Ray McDermott, S.A.

  -- Senior Secured Bank Credit Facility, at Ba2 (LGD2, 28% from
     LGD2, 29%)

The company expects the transaction to result in a number of
benefits.  The most significant of these benefits, in Moody's
view, is that the transaction will eliminate risks associated with
BWXT's ability to win US Government contracts, which recently
became uncertain due to a change in rules associated with awarding
Government contracts to so-called "inverted" companies and their
subsidiaries (under the U.S. Federal Acquisition Regulation).
This currently impacts BWXT as its parent concluded a
reorganization under the laws of the Republic of Panama in 1982.

The ratings have been affirmed as Moody's believes that its
current two-family CFR construct for the McDermott entities
already captures the balance of risks for each of the
organizations that are expected to emerge from the transaction.
The outlooks have been changed to developing from positive however
as the transaction gives rise to several considerations that no
longer support the clear directional bias of a positive ratings
outlook.  These considerations include 1) how each of these
companies may be capitalized at conclusion of the transaction
given the significant cash balances that exist at various entities
within the organization, 2) considerations that prevail over the
interim refinancing plans for the credit facilities of BWPGG and J
Ray, which Moody's believes must be addressed within the ratings
horizon, and 3) whether the organizational change may impact the
strategies of either B&W or J Ray once they emerge as separate
entities and under independent leadership.

MII's rating, which Moody's currently expects may be repositioned
to B&W upon close of the transaction, continues to reflect the
leading market position of B&W's power generation systems and
services as well as the resilience of BWXT's US Government nuclear
components and services business.  Despite pressure on the
company's results stemming from lower construction activity within
B&W, BWXT's favorable results have provided some offset to this
pressure.  Moreover, their combined backlog remains relatively
firm and B&W has a large installed base of equipment which
provides continuing service opportunities.  Strong levels of
liquidity and conservative financial policies provide additional
sources of strength for the rating.  The rating nonetheless
remains tempered by the company's relatively small size,
geographic concentration in North America, and project execution
risks.

J Ray's rating, which Moody's currently expects may be
repositioned to MII upon close of the transaction, reflects its
leading market position providing engineering and construction
services to the offshore oil and gas markets and the relative
scale advantage that it enjoys in this market segment.  The rating
is further supported by favorable long term industry fundamentals
given the continuing movement of oil exploration and production
(E&P) spending further offshore.  Similar to MII's rating, J Ray
benefits from a near-lack of balance sheet debt as well as
maintenance of adequate liquidity.  The oil services industry is
however highly cyclical and several of J Ray's contracts are
susceptible to cost overruns.  These risks have presented the
company with challenges historically at maintaining the strength
of its balance sheet over time.

Moody's expects that additional information may become available
that addresses some of the considerations noted above prior to the
finalization of the transaction.  As implied by the developing
outlook, these considerations could have positive, neutral or
negative implications for the rating.

Moody's last rating action on McDermott International Inc. and J
Ray McDermott, S.A. on July 15, 2008, at which time the Corporate
Family ratings of each of the entities was upgraded to Ba2 with a
positive outlook.


MCJUNKIN RED: S&P Assigns 'B' Rating on $1 Bil. Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
(one notch below the corporate credit rating) issue-level rating
and '5' recovery rating to McJunkin Red Man Corp.'s proposed
$1 billion senior secured notes due 2016 based on preliminary
terms and conditions.  The ratings reflect S&P's expectation for
modest (10%-30%) recovery in the event of a payment default.  The
notes are being offered pursuant to Rule 144A under the Securities
Act.

At the same time, S&P affirmed its ratings on both MRC, and its
holding company parent McJunkin Red Man Holding Corp., including
their 'B+' corporate credit ratings.

S&P expects proceeds from the proposed notes to be used to repay
amounts outstanding under MRC's term loan facility and MRHC's
junior term loan facility.  Upon full repayment, S&P will withdraw
its ratings on these facilities.  In addition, S&P will likely
withdraw its corporate credit rating on MRHC as it will no longer
have rated debt outstanding.

"The affirmation reflects S&P's assessment that despite likely
challenging operating conditions in 2010 due to low drilling
activity and weak economic activity, S&P expects the company's
overall liquidity position to remain sufficient to enable it to
meet its obligations during the intermediate term, including a
potential improvement in operations requiring working capital
funding," said Standard & Poor's credit analyst Sherwin Brandford.

Our view of near term operating performance incorporates the fact
that the company has a good competitive position serving producers
in Shale gas basins throughout the U.S., which are relatively low
cost operations that have continued to operate wells during this
downturn, a trend S&P expects to continue.

Still, the negative outlook reflects the expectation that the
company's credit measures will remain very weak for the rating
over the next several quarters, and the uncertainty surrounding
the timing and sustainability of a recovery that could result in
credit measures and liquidity deteriorating to levels that would
no longer be consistent with the 'B+' rating at the bottom of a
cycle.


MERISANT WORLDWIDE: Violates Absolute Priority Rule, Says Nomura
----------------------------------------------------------------
A subsidiary of Nomura Holdings Inc. is opposing confirmation of
the reorganization plan for Merisant Worldwide Inc., asserting
that the plan violates several provisions in bankruptcy law,
including the absolute priority rule.

Nomura Corporate Research & Asset Management, Inc., on behalf of
its investment funds and certain managed accounts, which holder
11% of the 9.5% senior subordinated notes due 2013, says the Plan
is unconfirmable.  It notes that the Plan contemplates: (1) that
$45 million of the Debtors' Bank Debt, the majority of which is
held by Wayzata Investment Partners LLC will be converted into
preferred stock valued by the Debtors' own investment banker at
$60 million to $90 million; (2) that unsecured trade debt will
receive a 60-cent cash distribution while the Merisant Notes held
by Nomura, which are entitled to equal treatment, will receive a
fraction of that amount in the form of a stock and rights package
that the Debtors value at only up to 12% of the claim amount; (3)
that out-of-the-money structurally subordinated creditors of
Merisant's holding company will receive distributions
notwithstanding that the more senior Merisant Noteholders are
being provided only a small fraction of what they are due; and (4)
that broad third party releases will be granted in violation of
Third Circuit law.  "This structure creates confirmation hurdles
that are insurmountable," Nomura asserts.

Nomura has a high degree of confidence based on its discussions
with other holders of Merisant Notes that noteholders owed $235.3
million under Class 3 will not accept the Plan.  It pointed out
that Class 3, which includes Nomura's Merisant Note claims, is to
receive, at best, a recovery of 6.5% to 12.6%.  Yet, by the
Debtors' own admissions, Class 2 debt (held mostly by Wayzata)
will receive a recovery "well OVER 100%."  At the same time,
structurally subordinated creditors of Worldwide, Merisant's
holding company, are to receive distributions.  The $137.1 million
in 12.25% senior subordinated discount notes are junior to the
Merisant notes.

Nomura at one time was working on a competing plan.

                          Merisant's Plan

Merisant has obtained approval of the disclosure statement
explaining its Chapter 11 plan.  This allows Merisant to begin
soliciting votes on the Plan.  Ballots are due December 4.
Merisant will present its plan for confirmation on December 16.

Under the Plan, holders of bank claims aggregating $205 million
will recover 100% of their claims in the form of new notes, cash
and majority of the preferred stock.  All bank lenders may elect
to convert their $205 million in claims into new stock.  While the
prior version of the Plan allowed Wayzata Investment Partners LLC,
the holder of two-thirds of the secured debt to exchange for 75%
of the new equity, the option is now available to all lenders.

Holders of unsecured claims aggregating $235.3 million against
Merisant Company will recover 5.5% in the form of 12.5% of the new
common stock of Reorganized Merisant and may participate in the
rights offering.  Holders of unsecured trade claims will receive
payment of 60% of the claim in cash provided they vote in favor of
the Plan.  Holders of unsecured claims aggregating $137.1 million
against Merisant Worldwide will receive distributions in the form
of "contingent value rights" if they vote in favor of the Plan.

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.


MICHEL DESAEDELEER: Case Summary & 8 Largest Unsec. Creditors
-------------------------------------------------------------
Joint Debtors: Michel Roger Desaedeleer
               Amy Michele Desaedeleer
                 aka Amy Michele Johnson
               5340 Ijamsville Road
               Ijamsville, MD 21754

Bankruptcy Case No.: 09-33849

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Stephen A. Glessner, Esq.
                  Law Offices of Stephen A. Glessner
                  226 East Patrick Street
                  Frederick, MD 21701
                  Tel: (301) 663-8200
                  Fax: (301) 698-0438
                  Email: glessnerlaw@comcast.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 $1,027,804,
and total debts of $1,522,644.

A full-text copy of the Debtors' petition, including a list of
their 8 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mdb09-33849.pdf

The petition was signed by the Joint Debtors.


NATIONAL BEDDING: Moody's Gives Stable Outlook, Keeps 'B2' Rating
-----------------------------------------------------------------
Moody's Investors Service revised National Bedding's (dba Serta)
ratings outlook to stable from negative due to Moody's expectation
that revenue, profitability and operating cash flow are not likely
to decrease from their current levels in the near term to mid
term.  At the same time, all ratings were affirmed, including the
B2 CFR and PDR, B1 on the 1st lien secured credit facility and
Caa1 on the 2nd lien credit facility.

"The stable outlook reflects Moody's belief that discretionary
consumer spending for mattresses has likely materially stabilized,
although at a reduced level, and that profitability and cash flow
is likely to increase in the near term, absent another cliff
event" said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.

With a market share approaching 15%, Serta is one of the top
mattress companies in the mid-price segment and is growing its
penetration in the more profitable, yet more volatile, premium
segment.  The ratings reflect Moody's expectation that Serta will
continue to generate free cash flow and have good liquidity.  The
B2 corporate family rating also reflects Serta's improved credit
metrics, highlighted by decreasing financial leverage, increased
cash balances, and increasing operating margins.  The B2 rating is
constrained by the severe volatility in profitability and cash
flows experienced during the recession and by its modest scale
with revenue under $750 million.

Ratings affirmed/assessments revised:

* Corporate family rating at B2;

* Probability of default rating at B2;

* $400 million senior secured 1st lien term loan at B1 (LGD 3, 32%
  from LGD 3, 34%);

* $50 million senior secured revolving credit at B1 (LGD 3, 32%
  from LGD 3, 34%);

* $210 million senior secured second lien at Caa1 (LGD 5, 83% from
  LGD 5, 84%)

The last rating action was on October 28, 2008, where Moody's
affirmed all of Serta's rating but revised the outlook to
negative.

National Bedding Company, based in Hoffman Estates, Illinois, is a
major manufacturer of mattresses under the Serta brand name.  Net
sales for the twelve months ended September 30, 2009, approximated
$735 million.


NELSON EDUCATION: Moody's Downgrades Corp. Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded Nelson Education Ltd.'s
corporate family rating and probability of default rating to B3
from B2 and also repositioned the company's ratings outlook to
negative from stable.

The CFR and PDR downgrades primarily result from expectations that
weak operational and financial performance as characterized by
approximately break-even free cash flow generation will continue
for the foreseeable future.  The company has made little progress
in growing revenues and expanding margins, and there is no
expectation of current nominal levels of free cash flow expanding
materially during the near- to mid-term.  Accordingly, the company
has little ability in Moody's estimation of being able to repay
its significant debt burden.

With that, and given the company's revolving credit facility comes
due in 2013 with the first lien term loan due a year later, it is
not too early to begin to consider execution risks related to
their refinancing.  With the company's significant leverage and
the potential it could remain substantially unchanged, much
improved credit market conditions may be required in order to
facilitate a refinancing of the unamortized residual of Nelson's
term loan.  The negative outlook signals the potential for
additional negative rating actions as the maturity of the term
loan approaches.

With no sizable near-term debt maturities, break-even to modest
free cash flow generation and full access to its undrawn committed
revolving credit facility, liquidity over the next four quarters
continues to be assessed as "good."

Downgrades:

Issuer: Nelson Education Ltd.

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- Senior Secured Bank Credit Facility, Downgraded to B1 (LGD5,
     85%) from Ba3 (LGD5, 83%)

  -- Senior Secured Second Lien Term Loan, Downgraded to Caa2
     (LGD3, 32%) from Caa1 (LGD3, 31%)

Outlook Actions:

Issuer: Nelson Education Ltd.

  -- Outlook, Changed To Negative From Stable

Moody's most recent rating action related to Nelson was taken on
3 February 2009 at which time Moody's affirmed Nelson's B2
corporate family rating along with the stable outlook.

Nelson's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Nelson's core industry and Nelson's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Toronto, Ontario, Canada, Nelson Education Ltd.
is a privately owned leading provider of publishing services for
the Canadian educational market operating in two segments: Higher
Education and Schools (K-12).


NEOMEDIA TECHNOLOGIES: Posts $13.6 Million Net Loss in Q3 2009
--------------------------------------------------------------
NeoMedia Technologies, Inc. reported a net loss of $13.6 million
on net sales of $189,000 for the three months ended September 30,
2009, compared with a net loss of $9.8 million on net sales of
$330,000 for the same period of 2008.

The overall loss incurred in the three months ended September 30,
2009, was primarily the result of net non-cash losses from the
change in fair value of the Company's hybrid financial
instruments, warrants and debentures, totaling $10.7 million.
These were principally as a result of the fluctuations in the
market value of the Company's common stock during the three months
ended September 30, 2009.

At September 30, 2009, the Company's consolidated balance sheets
showed $9.0 million in total assets, $102.2 million in total
liabilities, and $9.8 million in Series C convertible preferred
stock, resulting in a shareholders' deficit of $103.0 million.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $728,000 in total current
assets available to pay $102.2 million in total current
liabilities.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://researcharchives.com/t/s?4b48

                       Going Concern Doubt

The Company has historically incurred net losses and losses from
operations and expects that its will continue to have negative
cash flows as it implements its business plan.  The Company has an
accumulated deficit of $254.7 million and a working capital
deficit of $101.5 million as of September 30, 2009, much of which
is related to the derivative value of the Company's financing
instruments including $76.4 million related to the fair value of
hybrid and derivative financial instruments, and $12.2 million
related to the carrying value of debentures carried at amortized
cost.

These items raise substantial doubt about the Company's ability to
continue as a going concern.

                   About NeoMedia Technologies

NeoMedia Technologies, Inc. (OTCBB: NEOM) -- http://www.neom.com/
-- NeoMedia provides mobile barcode scanning solutions.  The
Company also offers barcode scanning hardware that reads barcodes
displayed on mobile phone screens or printed media.


NEW BERN: Sec. 341 Creditors Meeting Set for Jan. 11
----------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of New Bern
Riverfront Development, LLC's creditors on January 11, 2010, at
10:00 a.m. at USBA Creditors Meeting Room, Two Hannover Square,
Room 610, 434 Fayetteville Street Mall, Raleigh, NC 27601.

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.

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340).  John A. Northen, Esq., at Northen Blue, LLP,
assist the Company in its restructuring effort.  The Company has
assets of $31,515,040, and total debts of $25,676,781.


NEW BERN: Files Schedules of Assets & Liabilities
-------------------------------------------------
New Bern Riverfront Development, LLC, filed with the U.S.
Bankruptcy Court for the Eastern District of North Carolina, its
schedules of assets and liabilities, disclosing:

  Name of Schedule             Assets           Liabilities
  ----------------             ------           -----------
A. Real Property          $31,500,000

B. Personal Property          $15,040

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                               $23,359,281

E. Creditors Holding
   Unsecured Priority
   Claims                                          $271,277

F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $2,046,223
                        -----------            ------------
TOTAL                   $31,515,040             $25,676,781

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340).  John A. Northen, Esq., at Northen Blue, LLP,
assist the Company in its restructuring effort.  The Company has
assets of $31,515,040, and total debts of $25,676,781.


NEW BERN: Taps Northen Blue as Bankruptcy Counsel
-------------------------------------------------
New Bern Riverfront Development, LLC, has asked for permission
from the U.S. Bankruptcy Court for the Eastern District of North
Carolina to hire John A. Northen and the firm of Northen Blue,
L.L.P., as bankruptcy counsel.

Northen Blue will, among other things:

     a. assist the Debtor in the preparation and filing of
        necessary schedules, statements of financial affairs,
        reports, a disclosure statement, and a plan;

     b. assist and advise the Debtor in the examination and
        analysis of the conduct of the Debtor's affairs and the
        causes of insolvency; and

     c. assist and advise the Debtor with regard to communications
        to the general creditors body regarding matters of general
        interest and proposed plan of reorganization.

John A. Northen, a partner at Northen Blue, says that he will be
paid $340 per hour for his services.

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

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340).  John A. Northen, Esq., at Northen Blue, LLP,
assist the Company in its restructuring effort.  The Company has
assets of $31,515,040, and total debts of $25,676,781.


NEW BERN: Wants to Assume Sale Pacts, Transfer Liens to Proceeds
----------------------------------------------------------------
New Bern Riverfront Development, LLC, has sought the approval of
the U.S. Bankruptcy Court for the Eastern District of North
Carolina for the assumption of certain sale contracts, the
conveyance of certain properties and payment of certain closing
costs from the sale proceeds.

As of the Petition Date, 42 condominiums of the Debtor's SkySail
Condominium's 121 units have been sold.  About 56 of the SkySail
units are under contract.  Unsold condominiums are occasionally
rented on a short-term basis by the Debtor.

In conjunction with the acquisition and development of the Sale
Properties, the Debtor arranged financing with Wachovia Bank,
National Association who holds a deed of trust to secure the funds
advanced to complete the improvements.  Wachovia is owed
$21,015,209 secured by first mortgage liens on the Sale Properties
which have an aggregate value of $31,500,000.

Before the Debtor filed for bankruptcy, it instituted litigation
against Weaver Cooke Construction, LLC -- which the Debtor
contracted to act as the general contractor on the Riverfront
Project pursuant to a construction contract between the parties
dated July 27, 2006 (Construction Contract) -- certain
subcontractors hired by Weaver Cooke, and Travelers Casualty
Surety Company of America, the surety under certain payment and
performance bonds provided to the Debtor by Weaver Cooke pursuant
to the Construction Contract.   The Debtor is seeking, among other
things, to recover judgment against Weaver Cooke and Travelers,
jointly and severally, for damages arising out of Weaver Cooke's
breach of contract.  Weaver Cooke filed a claim of lien of
$2,344,072 against the Sale Properties.  The lien is junior to the
lien of Wachovia.  The Debtor is seeking to have the liens filed
against the Sale Properties discharged.

The Debtor entered into contracts with certain parties to sell
certain of the Sale Properties.  A copy of the pending sale
contracts are available for free at:

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

The Debtor, at the closing of the sale, would (i) deliver a
warranty deed, (ii) deliver a lien affidavit for purposes of
enabling the Purchaser to obtain title insurance executed by the
Debtor and suppliers and contractors who might be able to assert a
lien on the subject property, (iii) arrange for a release deed
from Wachovia. (iv) pay ordinary and customary closing costs and a
broker's commission, and (v) pay all or some agreed portion of the
remaining sale proceeds to Wachovia.

Due to delays in completing construction of the condominiums and
the lien claims being litigated, many of the purchasers pursuant
to the pending sale contracts have attempted to rescind or
otherwise terminate the contracts, and some of the purchasers have
demanded and pursued arbitration of the disputes.

According to the Debtor, Wachovia doesn't object to the proposed
sales.

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340).  John A. Northen, Esq., at Northen Blue, LLP,
assist the Company in its restructuring effort.  The Company has
assets of $31,515,040, and total debts of $25,676,781.


NORTEL NETWORKS: Asks Canada to Move Deadline for Employee Claims
-----------------------------------------------------------------
Nortel Networks Corporation and its four Canadian affiliates ask
the Ontario Superior Court of Justice to extend the deadline for
former employees to file their applications for payment of
claims.

NNC and its affiliates want the deadline extended to January 31,
2010.  The current deadline is November 30, 2009.

Former Nortel employees who are in financial constraints due to
illness and ineligibility for pension or employment insurance
benefits are entitled to apply for immediate payment of their
claims.  A mechanism for immediate payment of those claims was
approved by the Canadian Court on July 30, 2009, upon request by
the Nortel Entities.

                      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: Globalware Solutions Buy $118,000 Claim
--------------------------------------------------------
The Office of the Clerk of the Bankruptcy Court recorded notices
of transfer of claims in Nortel Networks Inc.'s Chapter 11 cases
for the period from November 6 to 27, 2009.  They are:

                                              Claim     Claim
Transferee            Transferor              Number    Amount
----------            ----------              ------  ----------
Riverside Claims LLC  MarketBridge Corp.          --     $20,525

Corre Opportunities   Globalware Solutions        --    $118,757
Fund LP

Contrarian Funds LLC  Varaha Systems Inc.         --    $125,000

ASM Capital LP        Crimson Hexagon Inc.        --      $6,500

ASM Capital LP        Kaon Interactive Inc.       --     $15,000

Claims Recovery       Avatar Moving Systems Inc.  --      $1,177
Group LLC

Claims Recovery       Safety Certified Inc.     2020      $3,187
Group LLC

                      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: Pensioners Criticize Rich Bonuses for Executives
-----------------------------------------------------------------
A group of pensioners slammed the new lavish bonuses for top
executives of Nortel Networks Corporation, according to a
November 28, 2009 report by the Toronto Star.

"It seems so aberrant, in terms of the executive of the company
awarding themselves really, really rich pay raises for doing the
job of taking the company apart," Toronto Star quoted Tony Marsh,
a pensioner who worked for Nortel for 30 years.  "Those of us who
built the company up, into arguably the world's number one
telecom company, could never have dreamed of such riches."

CBC News reported that an internal Nortel file outlines a new
compensation scheme for 72 Nortel executives who will get a total
of US$7.5 million on top of their current salaries in 2009.

Mike Zafirovski, former chief executive of Nortel, earlier
claimed more than US$12 million in pay and benefits from the
company, which also drew flak from the pensioners and former

employees.  Mr. Zafirovski's claim consists of $2.4 million,
which is equivalent to 24 months' base pay; $3.8 million in
bonuses under the company's SUCCESS Incentive Award Plan; $50,000
in insurance benefits; and $6 million in pension benefits.

Nortel would not comment on details of the plan but it issued a
statement, emphasizing the importance of having the "right
specialist resources" in place as the company "works through the
highly complex tasks of restructuring," Toronto Star reported.

"Any steps taken around these individuals has been within the
context of a previously approved compensation plan, taken in
consultation with the creditor committees, external legal counsel
and the Canadian monitor," Nortel reportedly said in the
statement.

                      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: Seeks Nod to Sell Property to 561121 Ontario
-------------------------------------------------------------
Nortel Networks Ltd. and its four Canadian affiliates sought and
obtained approval from the Ontario Superior Court of Justice to
sell 173 acres of vacant land to 561121 Ontario Inc.

The property, which is located in Ottawa, Ontario, was bought by
NNL in late 2000 to expand its existing campus on Carling Avenue.

"Given the restructuring efforts and financial circumstances, NNL
concluded that the better option for the property was to offer it
for sale," said NNL's attorney, Derrick Tay, Esq., at Ogilvy
Renault LLP, in Toronto, Ontario.

NNL started marketing the property in April 2009, with the
assistance of DTZ Barnicke, which culminated in the signing of a
sale agreement with 561121 Ontario.  Under the deal, 561121
Ontario agreed to purchase the property for $8.85 million.  The
buyer also agreed to assume NNL's obligations under a lease
contract with Carleton Corner Farms Ltd.  NNL is currently
leasing a portion of the property under a lease contract with
Carleton Corner Farms dated May 11, 2004.

561121 Ontario also made a $100,000 deposit on October 14, 2009,
which is being held by NNL's counsel, Ogilvy Renault.  In case
the purchaser fails to complete the transaction pursuant to the
sale agreement, NNL is entitled to retain the deposit.

The sale agreement requires the closing of the deal on Dec. 17,
2009.

Ernst & Young Inc., the firm appointed to monitor the assets of
NNL and its Canadian affiliates under their Canadian
restructuring proceedings, supports the sale of the property.  In
its 27th monitor report, E&Y said it reviewed NNL's effort to
market and divest the property and "is of the view that [NNL] has
acted in good faith to maximize value."

                      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)


NORTHEAST BIOFUELS: CFO Must Be Paid, Creditors Says
----------------------------------------------------
Unsecured creditors of Northeast Biofuels LP have urged a
bankruptcy court to ensure that the energy company's chief
financial officer continues to receive compensation so that he can
help them analyze claims and pursue avoidance actions, according
to Law360.

Northeast Biofuels, LP, is a limited partnership formed to
develop, own and operate an ethanol facility in Fulton, New York.
NEB is 100% owned by an intermediate holding company, NEB
Holdings, LP, which is in turn 85% owned by Permolex
International, L.P., and 15% by other project developers.

The Company and two of its affiliates filed for Chapter 11
protection on January 14, 2009 (Bankr. N.D. N.Y. Lead Case No. 09-
30057).  Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece,
P.C., represents the Debtors in their restructuring efforts.
Blank Rome LLP will serve as the Debtors' counsel.  The U.S.
Trustee for Region 2 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  Sara C. Bond, Esq., and Stephen
A. Donato, Esq., Bond, Schoeneck & King, PLLC, represent the
Committee.  When the Debtors filed for protection from their
creditors, they listed assets and debt between $100 million to
$500 million each.


NOWAUTO GROUP: Defaults Revolver but Expects Lenders to Forbear
---------------------------------------------------------------
NowAuto Group, Inc., disclosed in a regulatory filing it was not
in compliance with two covenants under an $11.5 million revolving
credit agreement with a private equity fund as of September 30,
2009.

The revolving credit agreement requires the Company to maintain a
tangible net worth of at least $2,000,000 and a leverage ratio
that total liabilities cannot exceed four times the tangible net
worth.

However, management believes they have a positive relationship
with the independent finance company and does not expect any
collection activity as a result of the defaults.

At September 30, 2009, the Company had a $10.7 million line of
credit balance under the agreement.  Interest rate on the line of
credit agreement is at prime plus 6% (9.25% at September 30,
2009).

The credit agreement is secured by the lease contracts it agrees
to fund, as well as the underlying vehicle.  The funds advanced
under the line of credit are based upon the contract price and
vary per contract, at the discretion of the lender.  Substantially
all the sales-type lease contracts financed require our customers
to make their monthly payments directly to the finance company via
ACH (automatic account withdrawal).  The Company retains ownership
of the contracts and is active in the collection of delinquent
accounts from the contracts.  The line of credit matures and
renews annually on February 6th.  At inception, March 31, 2006,
the Company's credit limit was $3,000,000.  This limit has been
expanded by the lender to its current $11,500,000 limit.  The
interest rate is at the prime lending rate plus 6% (9.25% at
September 30, 2009).

NowAuto Group reported a net loss of $442,702 for its fiscal 2010
first quarter ended September 30, 2009, from a net loss of
$590,824 for the year ago period.

Total revenue from Sales-type leases and other and Finance income
for its fiscal 2010 first quarter ended September 30, 2009, was
$1,426,627 from $1,106,226 for the year ago period.

At September 30, 2009, the Company had $4,219,625 in total assets
against $11,180,911 in total liabilities, resulting in
stockholders' deficit of $6,961,286.

Considering the Company's current working capital position
management estimates that the current cash position will not be
adequate to meet cash requirements for the next 12 months and that
additional draws will need to be made against the line of credit
to fund operations.  Subsequent to September 30, 2009, the Company
has been allowed to take additional draws under the revolving
credit agreement.

"We anticipate that we will be able to continue to draw on this
credit facility as the need arises until such time as we are able
to generate sufficient cash flow from operations to be self
sufficient and commence repaying the debt," the Company said.

"Although management cannot assure that future operations will be
profitable, or that additional debt and/or equity financing will
be available, we believe our current cash balance, together with
additional debt financing, may provide adequate capital resources
to maintain operations for the next year.  If additional working
capital is required during fiscal 2010 and not obtained through
additional debt, equity capital or operations, it could adversely
affect future operations.  Management has historically been
successful in obtaining financing and has demonstrated the ability
to implement a number of cost-cutting initiatives to reduce
working capital needs," the Company added.

The Company's independent registered public accountants issued a
going concern opinion on the consolidated financial statements of
the Company for the year ended June 30, 2009.

                        About NowAuto Group

NowAuto Group, Inc. operates three buy-here-pay-here used vehicle
dealerships in Arizona.  The Company manages all of its
installment finance contracts and purchases installment finance
contracts from a select number of other independent used vehicle
dealerships.


NTK HOLDINGS: Applies to Hire Ropes as Special Counsel
------------------------------------------------------
NTK Holdings Inc. and its units seek the Court's permission to
employ Ropes & Gray LLP as special counsel for the Debtors in the
Chapter 11 cases nunc pro tunc to October 21, 2009.

As special counsel, Ropes will render:

  (a) general corporate and securities law advice, including
      advice regarding the Debtors' filings with the Securities
      Exchange Commission and potential corporate transactions;

  (b) executive compensation, employment, labor, and employee
      benefits advice, including with respect to any related
      litigation;

  (c) advice with respect to the intellectual property of the
      Debtors, including with respect to any related litigation;

  (d) advice with respect to real estate matters, including with
      respect to any related litigation;

  (e) advice with respect to the Debtors' contracts and
      agreements with customers, suppliers and other parties;

  (f) advice with respect to general commercial or other
      litigation;

  (g) advice with respect to the Debtors' claims and interests
      in the bankruptcy Cases of its customers and suppliers;

  (h) tax law advice; and

  (i) financing and credit agreement advice.

The Debtors relate that Ropes will coordinate with the Debtors'
bankruptcy counsel to ensure that services are, to the maximum
extent possible, complimentary and not duplicative.  In view of
Ropes' extensive experience with and knowledge of the Debtors,
the Debtors say it is important for Ropes to be available to
assist Weil, Gotshal & Manges LLP in connection with the
administration of the Cases.

The Debtors will pay and reimburse Ropes for all fees and out-of-
pocket expenses incurred by Ropes in connection with the services
it rendered in the Debtors' Cases.

Ropes hourly rates are:

  Professional                      Hourly Rate
  ------------                      -----------
  Partners                          $635 - $945
  Special Counsel and counsel       $505 - $860
  Associates                        $235 - $695
  Paraprofessionals                 $115 - $275

The current hourly rates for the Ropes professionals with primary
responsibility for this representation are:

  Professional                      Hourly Rate
  ------------                      -----------
  John B. Ayer, Partner                  $895
  Joel B. Collins, Associate             $555
  Renata J. Ferrari, Counsel             $625
  Richard T. McCaulley, Partner          $700
  Therese A. Scheuer, Associate          $330
  Andrew J. Teny, Partner                $685
  Joseph K. Urwitz, Associate            $475
  Heather J. Zelevinsky, Associate       $475

John B. Ayer, Esq., a member of Ropes & Gray LLP, disclosed that
on October 13, 2009, Ropes received from the Debtors an advance
payment of $125,000 to cover any accrued prepetition fees and
costs for the period between September 30, 2009 and the Petition
Date for all work other than certain intellectual property
litigation for which Ropes has been engaged by Debtor Huntair,
Inc.

Mr. Ayer says that as of the Petition Date, Ropes held on account
approximately $59,600.  The Balance will be held by Ropes as a
retainer to be applied against accrued fees and expenses of
approximately $3,000 that were unrecorded as of the Petition Date
and against any unpaid fees and expenses approved by the Court
with respect to Ropes' final fee application.

With respect to the litigation pending against Huntair Inc., as
of the Petition Date, Ropes had an outstanding receivable in the
amount of $3,150 due from Huntair, Inc., and Ropes had other
accrued and unpaid fees and expenses in the amount of
approximately $ 19,540.

Mr. Ayer 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) of the Bankruptcy
Code.

Ropes & Gray LLP is located at One International Place, in
Boston, Massachusetts.  Ropes can be reached at telephone no.
(617) 951-7000.

                         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: Authorized to Use Cash Collateral Until Feb. 28
-------------------------------------------------------------
The Bankruptcy Court authorized NTK Holdings Inc. and its units,
on a final basis, to use Cash Collateral for the period from the
Petition Date through the date that is the earliest to occur of
(a) the expiration of the Remedies Notice Period, (b) the
occurrence of the Event of Default, or (c) February 28, 2010.

The Debtors may use the Cash Collateral during the Specified
Period for operation of their businesses in the ordinary course
of business; provided that the Debtors will not be entitled to
use Cash Collateral if, at the time of any measurement, (i) Total
Liquidity is less than $100 million or (ii) Total Liquidity is
less than $125 million and the Debtors' aggregate cash
disbursements, on a cumulative basis, exceed 120% of the
aggregate projected amount of all Total Cash Disbursements,
determined on a rolling four-week basis, as provided in the
Debtors' thirteen-week projections provided to the Prepetition
Administrative Agent.

During the Remedies Notice Period, the Debtors may use Cash
Collateral solely to meet payroll obligations in an amount not to
exceed $13,000,000 in the aggregate during the Remedies Notice
Period and to pay other expenses critical to the preservation of
the Debtors and their estates in an amount not to exceed
$15,000,000, in the aggregate during the Remedies Notice Period.

Until Payment in Full of the Prepetition Credit Obligations, the
Debtors will maintain the cash management system, in effect as of
the Petition Date, subject to any provision of any cash
management order approved by the Prepetition Administrative Agent
and entered by the Court.

The Debtors will not sell, transfer, lease, encumber or otherwise
dispose of any portion of the Collateral with an aggregate fair
market value equal to or more than $5,000,000 during the pendency
of the Cases without the prior written consent of the Prepetition
Agents and compliance with applicable law.

A full-text copy of the Final Cash Collateral Order is available
for free at http://bankrupt.com/misc/NTK_FinalCashCollOrd.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: Court's Order Confirming Prepackaged Plan
-------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware confirmed the Joint Prepackaged Plan of
Reorganization of NTK Holdings, Inc., and its affiliated debtors
at a hearing held last December 4, 2009.

The Court also approved the Disclosure Statement explaining the
Prepackaged Plan after finding that the document (a) contains
sufficient information of a kind necessary to satisfy the
disclosure requirements of all applicable non-bankruptcy law,
including the Securities Act of 1933, as amended, and (b)
contains "adequate information" as the term is defined in Section
1125 of the Bankruptcy Code with respect to the Debtors, the
Prepackaged Plans and the transactions contemplated in the Plans.

All Objections, responses to, and statements and comments, if
any, in opposition to, the Prepackaged Plan and the Disclosure
Statement, other than those withdrawn with prejudice in their
entirety prior to, or on the record at, the December 4 Hearings,
are overruled in their entirety.

Upon review, the Court held that the Plan complied with the
confirmation requirements of Section 1129(a) of the Bankruptcy
Code:

(1) The Plan complies with Section 1129(a)(1) because, among
     others,:

     -- The Prepackaged Plan complies with the classification
        requirements of Sections 1122 and 1123(a) of the
        Bankruptcy Code because all Claims within a particular
        class are substantially similar to the other Claims or
        Interests in that class or are part of a class approved
        as reasonable and necessary for administrative
        convenience.  The Plan also complies with the
        requirements set forth under Section 1123(a)(1)-(6) of
        the Bankruptcy Code.

     -- The Prepackaged Plan provides for the assumption,
        assumption and assignment or rejection of the Debtors'
        executory contracts and unexpired leases that have not
        been previously assumed, assumed and assigned or
        rejected pursuant to Section 365 of the Bankruptcy Code
        and orders of the Court;

(2) The Plan satisfies Section 1129(a)(2) because the
     Debtors have complied with applicable provisions of the
     Bankruptcy Code, except as otherwise provided or permitted
     by orders of the Bankruptcy Court, and in transmitting the
     Prepackaged Plan, the Plan Supplement, the Disclosure
     Statement, the Ballots, and related documents and notices
     and in soliciting and tabulating the votes on the
     Prepackaged Plans, the Debtors have complied with the
     applicable provisions of the Bankruptcy Code, including
     Sections 1125 and 1126(b), the Bankruptcy Rules, the Local
     Rules, applicable non-bankruptcy law, the Scheduling Order,
     and all other applicable law;

(3) The Plan complies with Section 1129(a)(3) because the
     Debtors have proposed the Prepackaged Plan, including the
     Exit Facility and all documents necessary to effectuate the
     Prepackaged Plan, in good faith and not by any means
     forbidden by law.  Further, the Prepackaged Plan'
     classification, indemnification, exculpation, release, and
     injunction provisions have been negotiated in good faith
     and at arms' length, are consistent with Sections 105,
     1122, 1123(b)(3)(A), 1123(b)(6), 1129, and 1142 of the
     Bankruptcy Code, and are each necessary for the Debtors'
     successful reorganization.

(4) The Plan complies with Section 1129(a)(4) because:

     -- Any payment made or to be made by the Debtors for
        services or for costs and expenses of the Debtors'
        professionals in connection with their Reorganization
        Cases, or in connection with the Prepackaged Plans and
        incident to the Reorganization Cases, has been approved
        by, or is subject to the approval of, the Court as
        reasonable; and

     -- As part of the negotiated terms on which the Debtors,
        the Ad Hoc Committee, the Ad Hoc Group of 10%
        Noteholders, the Sponsor, and the ABL Facility Agent
        agreed to proceed with the consensual, pre-packaged
        restructuring reflected in the Prepackaged Plans, the
        Debtors have agreed to pay without any requirement to
        file any retention or fee applications the reasonable
        fees and expenses of certain professional advisors to
        the parties.

(5) The Plan complies with Section 1129(a)(5) because the
     identity and affiliations of the persons proposed to serve
     as the initial directors and officers of the Reorganized
     Debtors after confirmation of the Prepackaged Plans have
     been fully disclosed to the extent the information is
     available, and the appointment to, or continuance in, the
     offices of those persons is consistent with the interests
     of holders of Claims against and Equity Interests in the
     Debtors and with public policy.

     As set forth in the Plan Supplement, on the Effective Date,
     the new board of directors of Nortek, Inc. will be
     initially comprised of seven members, each of whom is
     identified in the Plan Supplement, and as may be
     supplemented as described on the record of the December 4
     hearing.  The identity of any insider that will be employed
     or retained by the Reorganized Debtors and the nature of
     the insider's compensation have also been disclosed, to the
     extent necessary;

(6) The Plan complies with Section 1129(a)(6) because the
     Prepackaged Plan does not provide for rate changes by any
     of the Reorganized Debtors;

(7) The Plan complies with the requirements of Section
     1129(a)(7) because the liquidation analysis provided in
     the Disclosure Statement and other evidence proffered or
     adduced at the Confirmation Hearing (i) are persuasive and
     credible, (ii) have not been controverted by other
     evidence, and (iii) establish that each holder of an
     impaired Claim or Equity Interest either has accepted the
     Prepackaged Plans or will receive or retain under the
     Prepackaged Plans, on account of the Claim or Equity
     Interest, property of a value, as of the Effective Date,
     that is not less than the amount that the holder would
     receive or retain if the Debtors were liquidated under
     Chapter 7 of the Bankruptcy Code on that date;

(8) The Plan satisfies Section 1129(a)(8) because NTK Holdings
     Class I (NTK Holdings Priority Non-Tax Claim), NTK Holdings
     Class 4 (NTK Holdings Secured Claims), NTK Holdings Class 5
     (NTK Holdings General Unsecured Claims), Nortek Holdings
     Class I (Nortek Holdings Priority Non-Tax Claim), Nortek
     Holdings Class 2 (Nortek Holdings Secured Claims), Nortek
     Holdings Class 3 (Nortek Holdings General Unsecured
     Claims), Nortek Class I (Priority Non-Tax Claim), Nortek
     Class 2 (ABL Facility Claims), Nortek Class 4 (Nortek Other
     Secured Claims), and Nortek Class 7 (General Unsecured
     Claims) are Classes of unimpaired Claims that are
     conclusively presumed to have accepted the Prepackaged
     Plans in accordance with Section 1126(f) of the Bankruptcy
     Code.  Nortek Class 3 (10% Notes Claims), Nortek Class 5
     (8-1/8% Notes Claims), Nortek Class 6 (9-7/8% Notes
     Claims), Nortek Class 8 (Intercompany Claims), Nortek Class
     9 (Parent Company Intercompany Claims), and NTK Holdings
     Class 2 (NTK 10-3/4% Notes Claims) have voted to accept the
     Prepackaged Plans in accordance with Sections 1126(b) and
     (c) of the Bankruptcy Code, without regard to the votes of
     insiders of the Debtors;

(9) The Plan complies with the requirements of Section
     1129(a)(9) because the the treatment of Allowed
     Administrative Expense Claims pursuant to Section 2.1 of
     the Prepackaged Plans satisfies the requirements of Section
     1129(a)(9)(A) of the Bankruptcy Code.  The treatment of
     Priority Non-Tax Claims pursuant the Prepackaged Plan
     satisfies the requirements of Section 1129(a)(9)(B) of the
     Bankruptcy Code.  The treatment of Priority Tax Claims
     pursuant to the Prepackaged Plan satisfies the
     requirements of Section 1129(a)(9)(C) of the Bankruptcy
     Code.  Pursuant to the Prepackaged Plan, no holder of an
     Administrative Expense Claim other than a retained
     professional is required to file a proof of claim or
     request for payment of administrative expenses under
     Section 503(b) of the Bankruptcy Code.  On and after
     the Effective Date, all valid Administrative Expense
     Claims, Priority Tax Claims, and Other Priority Claims
     will e paid in the ordinary course of business of the
     Reorganized Debtors, subject to parties' ability to dispute
     the Claims in accordance with the Prepackaged Plans and
     applicable non-bankruptcy law.

(10) The Plan complies with the requirements of Section
     1129(a)(10) because Nortek Class 3 (10% Notes Claims),
     Nortek Class 5 (8-1/2% Notes Claims), Nortek Class 6 (9
     7/8% Notes Claims), Nortek Class 8 (Intercompany Claims),
     Nortek Class 9 (Parent Company Intercompany Claims), and
     NTK Holdings Class 2 (NTK 10-3/4% Notes Claims) voted to
     accept the Prepackaged Plans by the requisite majorities,
     determined without including any acceptance of the
     Prepackaged Plans by any insider;

(11) The Plan complies with the requirements of Section
     1129(a)(11) because the information in the Disclosure
     Statement, the Supporting Declarations, and the evidence
     proffered or adduced at the Confirmation Hearing (i) is
     persuasive and credible, (ii) has not been controverted by
     other evidence, and (iii) establishes that the Prepackaged
     Plan is feasible and that there is a reasonable prospect of
     the Reorganized Debtors being able to meet their financial
     obligations under the Prepackaged Plans and their business
     in the ordinary course and that confirmation of the
     Prepackaged Plans is not likely to be followed by the
     liquidation or the need for further financial
     reorganization of the Reorganized Debtors;

(12) The Plan complies with the requirements of Section
     1129(a)(12) because all fees currently payable under
     Section 1930 of the Judiciary and Judicial Procedure, as
     determined by the Bankruptcy Code, have been or will be
     paid on or before the Effective Date pursuant to the
     Prepackaged Plans;

(13) The Plan complies with Section 1129(a)(13) the Prepackaged
     Plan provides that except and to the extent previously
     assumed by an order of the Bankruptcy Court, on or before
     the Confirmation Date, all employee compensation and
     Benefit Plans of the Debtors, including Benefit Plans and
     programs subject to Sections 1114 and 1129(a)(13) of the
     Bankruptcy Code, entered into before or after the Petition
     Date and not since terminated, will be deemed to be, and
     will be treated as if they were, executory contracts that
     are to be assumed under the Prepackaged Plan;

(14) The Plan complies with Section 1129(a)(14) because the
     Debtors are not required by a judicial or administrative
     order, or by statute, to pay a domestic support obligation;

(15) Section 1129(a)(15), which concerns individual debtors,
     does not apply to the Debtors.

(16) Section 1129(a)(16), which addresses non-profit
     organizations, does not apply to the Debtors.

The Court opined that the principal purpose of the Prepackaged
Plans is not the avoidance of taxes or the avoidance of the
application of Section 5 of the Securities Act and no
governmental entity has objected to the confirmation of the
Prepackaged Plan on those grounds.

                       Other Provisions

The Debtors are authorized to either enter into new employment
agreements with existing Nortek management who are currently
subject to a written employment agreement with Nortek, subject to
Noteholder Consent, or assume the existing Nortek employment
agreements; provided, however, that certain employees have agreed
to delay receipt of a cash lump sum payment they might otherwise
be entitled to under their existing employment agreement, until
the earliest to occur of: (i) termination of employment for any
reason, (ii) change in control after the date of emergence or
(iii) the third anniversary of the date of emergence.

Upon the occurrence of the Effective Date, any Lien securing any
Secured Claim will be deemed released, and the holder of the
Secured Claim will be authorized and directed to release any
collateral or other property of any Debtor held by the holder and
to take actions as may be requested by the Reorganized Debtors,
to evidence the release of the Lien.

All entities seeking awards by the Court of compensation for
services rendered or reimbursement of expenses incurred through
and including the Confirmation Date under Sections 330, 331,
503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of the Bankruptcy
Code must (a) file, on or before the date that is 90 days after
the Effective Date their respective applications for final
allowances of compensation for services rendered and
reimbursement of expenses incurred and (b) be paid in full, in
Cash, in the amounts as are Allowed by the Court in accordance
with the order relating to or Allowing any Administrative Expense
Claim.

The Nutone, Inc. Hourly Pension Plan, the Mammoth Negotiated
Hourly Pension Plan and the Nortek, Inc. Retirement Plan Nortek
will each be assumed by its current plan sponsor on the Effective
Date, and nothing in the Prepackaged Plans discharges or releases
the plan sponsors and members of their controlled group from any
liability for statutory minimum funding contributions under the
Internal Revenue Code and statutory premiums under ERISA.
Pension Benefit Guaranty Corp and the Nortek Pension Plans will
not be enjoined or precluded from enforcing liability by any of
the provisions of the Plan of Reorganization or Confirmation
Order.  The Prepackaged Plan will not discharge any person or
entity from liability with respect to the Nortek Pension Plans
arising as a result of the person's or entity's breach of
fiduciary duty under ERISA.

Full-text copies of the Confirmation Order and the Prepackaged
Plan signed as of December 3 is available for free at:

    http://bankrupt.com/misc/NTK_ConfirmationOrd.pdf
    http://bankrupt.com/misc/NTK_Plan1203.pdf

                        Plan Revision

The Debtors submitted to the Court a revised Joint Prepackaged
Plan of Reorganization on December 3, 2009, which Plan provided
for minor technical modifications.

A blackline of the one page containing the changes between the
Plan filed on October 22, 2009, and the Revised Plan is available
for free at http://bankrupt.com/misc/NTK_PlanBlackline.pdf

Timothy R. Coleman, senior managing director of Blackstone
Advisory Partners L.P.; Albert J. Cappelloni, vice president and
tax director at Caturano & Company; Almon C. Hall, vice
president, chief financial officer and chief accounting officer
of NTK Holdings, Inc.; Richard L. Bready, chief Executive officer
of NTK Holdings, Inc.; and Robert Dangremond, managing director
of Alix Partners, LLP, each filed declarations in support of,
among others, the approval of the Disclosure Statement and the
Prepackaged Plan.

                     The Chapter 11 Case

Ore Hill Partners LLC asked the Bankruptcy Court to appoint an
unsecured creditors' committee for Nortek Inc. and the holding
company NTK Holdings Inc.  The U.S. Trustee had failed to form a
committee, citing that there was not enough interest among
unsecured creditors to justify appointing an official committee.

Various parties, however, objected.  The Debtors asserted that
there is no need for a creditors' committee in the Chapter 11
cases, a fact made abundantly clear by the tepid and insufficient
expression of interest from creditors.

The Court has authorized the Debtors to employ Ropes & Gray LLP
as their special counsel nunc pro tunc to the Petition Date.  The
Court has also authorized the Debtors to employ Blackstone
Advisory Services L.P. as their financial advisor.  The Debtors
also won approval to tap Skadden, Arps, Slate, Meagher & Flom LLP
and Bryan Cave as special counsel.   The Court has authorized the
Debtors to employ KPMG LLP as internal control over financial
reporting consultants to the Debtors as of the commencement of the
Chapter 11 cases.

                         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: Reports $12.4 Million Loss for October Quarter
------------------------------------------------------------
Nortek, Inc., announced third-quarter sales of $452 million
despite the sustained adverse conditions in the U.S. housing
market.

Key financial highlights for the third quarter of 2009
included:

    * Net sales of $452 million compared to the $583 million
      recorded in 2008.

    * Operating earnings of $27.7 million compared to an
      operating loss of $579.6 million (including the impact of
      a $600-million estimated non-cash goodwill impairment
      charge) in the third quarter of 2008.

    * Depreciation and amortization expense of $14.2 million
      compared to $17.1 million in last year's third quarter.

As of October 3, 2009, Nortek had approximately $181 million in
unrestricted cash, cash equivalents and marketable securities
and had $150 million of borrowings outstanding under its revolving
credit facility.

Key financial highlights for the first nine months of 2009
included:

    * Net sales of $1,379 million compared to the $1,770 million
      recorded in the first nine months of 2008.

    * An operating loss of $173.4 million (including the impact
      of a $250-million estimated non-cash goodwill impairment
      charge) compared to an operating loss of $509.3 million
      (including the impact of a $600-million estimated non-cash
      goodwill impairment charge) in the first nine months of
      2008.

    * Depreciation and amortization expense of $45.8 million
      compared to $53.1 million in the first nine months of
      2008.

Richard L. Bready, Chairman and Chief Executive Officer, said,
"Nortek continues to manage its business effectively as the
residential and commercial markets continue to struggle.
Nortek's focus on cost-reduction initiatives, working capital
management, manufacturing efficiency improvements and strategic
sourcing actions have resulted in positive liquidity and
improving margins.  Recovery of the housing market is uneven, but
more positive than negative.  Additionally, the North American
commercial construction market continues its downward trend.  Our
continuing long-term strategy is to maintain our distinctive
brand leadership, hold market share and emerge from bankruptcy
ready to grow in a rising future economy."

As previously announced on October 21, 2009, Nortek and its
domestic subsidiaries filed voluntary petitions for reorganization
under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware.

The Bankruptcy Court has approved orders allowing Nortek and its
domestic subsidiaries to operate their businesses in the ordinary
course throughout the chapter 11 process while the Company seeks
confirmation of the prepackaged plans of reorganization.

A confirmation hearing currently remains on schedule for
December 4, 2009 in the Delaware Bankruptcy Court.  As previously
stated, Nortek and its domestic subsidiaries anticipate emerging
from bankruptcy by the end of the year.

Nortek (a wholly owned subsidiary of Nortek Holdings, Inc., which
is a wholly owned subsidiary of NTK Holdings, Inc.) is a leading
diversified global manufacturer of innovative, branded residential
and commercial ventilation, HVAC and home technology convenience
and security products.  Nortek offers 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.

                 NORTEK, INC. AND SUBSIDIARIES
    UNAUDITED CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS

                    For the                 For the
(Dollar              3rd quarter ended       nine months ended
amts. in           10/03/2009 09/27/2008   10/03/2009 09/27/2008
millions)          ---------- ----------   ---------- ----------

Net Sales             $451.8     $582.6     $1,378.6   $1,769.9

Costs and
Expenses:
Cost of
products sold         321.7      434.4        990.9    1,299.3


Selling,
general and
administrative
expense, net           96.7      121.1        293.5      358.1


Goodwill impairment
charge (see Note C)     ---      600.0        250.0      600.0

Amortization of
intangible assets       5.7        6.7         17.6       21.8
                     ------------------------------------------
                       424.1    1,162.2      1,552.0    2,279.2

Operating earnings
(loss)                  27.7     (579.6)      (173.4)    (509.3)

Interest expense       (37.7)     (37.1)      (113.7)     (95.8)

Loss from debt
retirement               ---        ---          ---       (9.9)
Investment income        ---        0.2          0.2        0.6
                     ------------------------------------------

Loss before
provision for
income taxes           (10.0)    (616.5)      (286.9)    (614.4)

Provision for
income taxes             2.4       28.2          3.6       30.7
                    ------------------------------------------
Net loss              ($12.4)   ($644.7)     ($290.5)   ($645.1)
                    ==========================================

A full-text copy of the Third Quarter Results is available for
free at http://bankrupt.com/misc/NTK_3QResults

                 NORTEK, INC. AND SUBSIDIARIES
        UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
                     As of October 31, 2009

ASSETS
Current Assets:
Unrestricted cash and cash equivalents             $180,600,000
Restricted cash                                         800,000
Accounts receivable, less allowances
of $11.8 and $14.5                                 271,000,000
Inventories:
Raw materials                                       72,000,000
Work in process                                     23,900,000
Finished goods                                     163,600,000
                                                  -------------
                                                    259,500,000
                                                  -------------
Prepaid expenses                                     13,400,000
Other current assets                                  9,200,000
Prepaid income taxes                                  9,600,000
                                                  -------------
Total current assets                               744,100,000
                                                  -------------
Property and Equipment, at Cost:
Land                                                 11,300,000
Buildings and improvements                          106,700,000
Machinery and equipment                             241,100,000
                                                  -------------
                                                    359,100,000
Less accumulated depreciation                       164,000,000
                                                  -------------
Total property and equipment, net                   195,100,000
                                                  -------------

Other Assets:
Goodwill                                            561,400,000
Intangible assets, less accumulated
amortization of $124.5 and $107.4                  118,300,000
Deferred debt expense                                37,200,000
Restricted investments and marketable                 2,400,000
Other assets                                          5,400,000
                                                  -------------
                                                    724,700,000
                                                 --------------
Total Assets                                     $1,663,900,000
                                                 ==============

LIABILITIES AND STOCKHOLDER'S DEFICIT
Current Liabilities:
Notes payable and other short-term obligations      $17,900,000
Current maturities of long-term debt                 24,600,000
Long-term debt                                    1,524,400,000
Accounts payable                                    135,200,000
Accrued expenses and taxes, net                     231,400,000
                                                 --------------
Total current liabilities                         1,933,500,000
                                                 --------------

Other Liabilities:
Deferred income taxes                                25,400,000
Intercompany account with affiliates, ne             43,000,000
Other                                               150,000,000
                                                 --------------
                                                    218,400,000
                                                 --------------

Notes, Mortgage Notes and Obligations
Payable, Less Current Maturities                     14,400,000

Commitments and Contingencies

Stockholder's Deficit:
Common stock                                                ---
Additional paid-in capital                          416,800,000
Accumulated deficit                                (902,600,000)
Accumulated other comprehensive loss                (16,600,000)
                                                 --------------
Total stockholder's deficit                       (502,400,000)

Total Liabilities and Stockholder's Deficit      $1,663,900,000
                                                 ==============

                  NORTEK, INC. AND SUBSIDIARIES
    UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                          Three Months Ended  Nine Months Ended
                            Oct. 31, 2009      Oct. 31, 2009
                          ------------------  ----------------
Net Sales                      $451,800,000     $1,378,600,000
                             --------------     --------------
Costs and Expenses:
Cost of products sold           321,700,000        990,900,000
Selling, general and
administrative expense          96,700,000        293,500,000
Goodwill impairment charge              ---        250,000,000
Amortization of intangible
assets                           5,700,000         17,600,000
                             --------------     --------------
                                424,100,000      1,552,000,000
                             --------------     --------------
Operating earnings (loss)        27,700,000       (173,400,000)
Interest expense                (37,700,000)      (113,700,000)
Loss from debt retirement               ---                ---
Investment income                       ---            200,000
                             --------------     --------------
Loss before provision for
income taxes                   (10,000,000)      (286,900,000)
Provision for income
taxes                            2,400,000          3,600,000
                             --------------     --------------
Net Loss                       ($12,400,000)     ($290,500,000)
                             ==============     ==============

                 NORTEK, INC. AND SUBSIDIARIES
    UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
           For the Nine Months Ended October 31, 2009

Cash Flows from operating activities:
Net loss                                         ($290,500,000)
                                                --------------

Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization expense               45,800,000
Non-cash interest expense, net                       7,500,000
Non-cash goodwill impairment charge                250,000,000
Loss from debt retirement                                  ---
Non-cash stock-based compensation expense              100,000
Gain on sale of property and equipment                (100,000)
Deferred federal income tax (benefit) provision     (3,700,000)

Changes in certain assets and liabilities, net of
effects from acquisitions and dispositions:
Accounts receivable, net                            (9,300,000)
Inventories                                         37,700,000
Prepaids and other current assets                   (2,300,000)
Accounts payable                                   (14,900,000)
Accrued expenses and taxes                          27,200,000
Long-term assets, liabilities and other,            (5,600,000)
                                                --------------
Total adjustments to net loss                      332,400,000
                                                --------------
Net cash provided by operating activities           41,900,000
                                                --------------
Cash Flows from investing activities:
Capital expenditures                               (13,600,000)
Net cash paid for businesses acquired              (14,100,000)
Proceeds from the sale of property and e             2,100,000
Change in restricted cash and marketable              (100,000)
Other, net                                          (2,900,000)
                                                --------------
Net cash used in investing activities              (28,600,000)
                                                --------------
Cash Flows from financing activities:
Increase in borrowings                              64,000,000
Payment of borrowings                              (78,900,000)
Net proceeds from the sale of Nortek's 10%
Senior Secured Notes due 2013                             ---
Redemption of Nortek's senior secured
credit facility                                           ---
Fees paid in connection with Nortek's new
debt facilities                                           ---
Equity investment by THL-Nortek Investor                   ---
Other, net                                                 ---
                                                --------------
Net cash (used in) provided by financing           (14,900,000)
Net change in unrestricted cash and cash            (1,600,000)
Unrestricted cash and cash equivalents a           182,200,000
                                                --------------
Unrestricted cash and cash equivalents a          $180,600,000
                                                ==============

Supplemental disclosure of cash flow information:

Interest paid Income taxes paid, net               $75,600,000
                                                --------------
Income taxes paid, net                             $11,800,000
                                                ==============

                         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: Wants KPMG LLP as ICOFR Consultants
-------------------------------------------------
NTK Holdings Inc. and its units seek the Court's authority to
employ KPMG LLP to provide internal control over financial
reporting (ICOFR) services to the Debtors nunc pro tunc to the
Petition Date Date, in accordance with the terms of an letter
agreement dated as of April 17, 2009.

During the Chapter 11 cases, KPMG will provide these services to
the Debtors, in accordance with the terms of the Engagement
Letter:

  (A) Project Management Office Assistance - ICOFR Evaluation
      Process

      * Assist the Debtors in initiating the evaluation,
        including development of detailed work plans and
        timelines, submission of document requests and
        scheduling and coordination of interviews.

      * Assist the Debtors in developing a project management
        approach, including, assist with defining a project
        approach, milestones, timeline and resources.

  (B) Documentation Updates - ICOFR Evaluation

      * Assist the Debtors in preparing updates to its
        documentation of the company level controls in place
        and, if needed, perform a gap analysis against a
        recognized framework and provide observations and
        recommendations.

      * Assist the Debtors in preparing updates to its
        documentation of ICOFR at the activity level for
        certain locations, business units, processes, accounts
        and disclosures, and, if needed, perform a gap analysis
        against control reference sources and provide
        observations and recommendations.

  (C) Testing and Monitoring of Controls - ICOFR Evaluation

      * Review and discuss with the Debtors its existing
        testing plans and results with respect to ICOFR for
        certain locations, business units, processes, accounts
        and disclosures and, if needed, provide observations and
        recommendations.

      * Assist the Debtors with performing tests of the design
        and operating effectiveness of its ICOFR.  The nature,
        timing and extent of ICOFR tests to be performed will be
        determined by management, in conjunction with their
        responsibilities under Section 404 of the Sarbanes-Oxley
        Act.

KPMG will also provide other consulting, advice, research,
planning, and analysis as may be necessary, desirable or
requested from time to time.  To the extent the Debtors request
additional services not covered by the Engagement Letter, KPMG
and the Debtors may enter into additional engagement letters and
file, for disclosure purposes, the additional engagement letters
with the Court Unless required by the Court, the Debtors and KPMG
do not intend to seek separate retention orders with regard to
any additional engagement letters.

The Debtors will pay and reimburse KPMG for all fees and out-of-
pocket expenses incurred by KPMG in connection with the services
it will render in the Debtors' Cases.

KPMG's requested compensation for professional services rendered
to the Debtors will be based upon the hours actually expended by
each assigned professional at each professional's hourly billing
rate as described in the Engagement Letter.  The Negotiated
Hourly Rates represent a discount of approximately 30% to 66%
from KPMG's normal and customary, depending on the services to
be rendered. The hourly rates are:

  Professional                       Hourly Rate
  ------------                       -----------
  Partner/Managing Director             $395
  Director/Senior Manager               $350
  Manager                               $325
  Staff Level Specialist                $240
  Senior Associate                      $215
  Associate                             $190
  Paraprofessionals                      $70

Before the Petition Date the Debtors paid KPMG approximately
$2,143,105 in the 365-day period prior to the Petition Date.
As of the Petition Date, KPMG did not hold a prepetition claim
against the Debtors for services rendered in connection with the
engagement.  To the extent the Application is granted, KPMG has
agreed to waive approximately $89,311, owed for professional
services rendered prior to the Petition Date.

As of the Petition Date, KPMG says it is not a "creditor" of the
Debtors within the meaning of Section 101(10) of the Bankruptcy
Code.

Bradan J. Curley, CPA, a partner at KPMG LLP, assures the Court
that KPMG is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code.

KPMG LLP has an office located at 99 High Street, in Boston,
Massachusetts.  The Massachusetts office can be reached at
telephone no. (617) 988-1000.

                         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: Predicts EBITDA Rise to $250 Million in 2014
----------------------------------------------------------
Nortek Inc. and the holding company NTK Holdings Inc. said in a
regulatory filing that they predict that revenue will increase
from $1.9 billion in 2010 to $2.5 billion in 2014, driven by
stabilization of the residential marketplace and increased
consumer discretionary spending.

In a filing with the Securities and Exchange Commission on
December 2, Nortek fleshed out the projections, showing an
increase in earnings before interest, taxes, depreciation and
amortization from around $150 million this year to $250 million in
2014.  Nortek expects the gross margin will rise from 26.5% in
2009 to 28% in 2014.  The forecast estimates that capital
expenditures will decrease from $25 million in 2008 to $16 million
in 2009 and will rebound to $32 million in 2010 due to a renewed
shift toward capital projects, such as manufacturing automation
and new products.

A copy of the Regulatory Filing is available for free at:

        http://researcharchives.com/t/s?4b6a

A copy of the Financial Data is available for free at:

        http://researcharchives.com/t/s?4b6b

                         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).


NUTRITIONAL SOURCING: Can Sell Blockbuster Stores
-------------------------------------------------
Law360 reports that Nutritional Sourcing Corp. has received
approval to sell nine of its Blockbuster Video rental outlets and
related contracts to BB Entertainment of Puerto Rico LLC for
$500,000.

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The Company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for Chapter 11
protection on August 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  The U.S. Trustee for Region 3 appointed eight
creditors to serve on an Official Committee of Unsecured
Creditors.  Skadden, Arps, Slate, Meagher & Flom LLP represent
the Official Committee of Unsecured Creditors.  The Company has
disclosed $130.8 million in assets and debt totaling
$266.5 million with the Court.


NUVEEN INVESTMENTS: Posts $3,011,000 Net Loss for Sept. 30 Qtr
--------------------------------------------------------------
Nuveen Investments, Inc., reported a net loss of $3,011,000 for
the three months ended September 30, 2009, from a net loss of
$36,028,000 for the year ago period.  The Company reported net
income of $34,842,000 for the nine months ended September 30,
2009, from a net loss of $64,279,000 for the year ago period.

Total operating revenues were $161,564,000 for the three months
ended September 30, 2009, from $191,374,000 for the year ago
period.  Total operating revenues were $457,687,000 for the nine
months ended September 30, 2009, from $579,371,000 for the year
ago period.

At September 30, 2009, the Company had total assets of
$6,657,946,000 against total liabilities of $5,692,573,000.

"We believe that funds generated from operations and existing cash
reserves will be adequate to fund debt service requirements,
capital expenditures and working capital requirements for the
foreseeable future.  Our ability to continue to fund these items
and to service debt may be affected by general economic,
financial, competitive, legislative, legal and regulatory factors
and by our ability to refinance or repay outstanding indebtedness
with scheduled maturities beginning in November 2013," Nuveen
Investments said.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4b4c

A full-text copy of the Company's Institutional Investment
Manager's Report for the quarter ended September 30, 2009, is
available at no charge at http://ResearchArchives.com/t/s?4b4b

Nuveen is offering to exchange $785,000,000 aggregate principal
amount of 10-1/2% Senior Exchange Notes due 2015 for the 10-1/2%
Senior Notes due 2015 that the Company issued, subject to resale
restrictions, on November 13, 2007, in an aggregate principal
amount of $785,000,000.

The terms of the New Notes are identical in all material respects
to the Old Notes, except that the registration rights and related
liquidated damages provisions and the transfer restrictions
applicable to the Old Notes are not applicable to the New Notes.
The New Notes will be senior unsecured obligations and will rank
equally in right of payment with all of Nuveen's existing and
future senior unsecured indebtedness.  The New Notes will be fully
and unconditionally guaranteed by each of Nuveen's current and
future direct and indirect domestic restricted subsidiaries that
guarantee debt under the Company's senior secured credit
facilities.

The Notes are not traded on any national securities exchange and
have no established trading market.

The exchange offer will expire at 5:00 p.m., New York City time,
on December 11, 2009, unless extended.  The Company will not
receive any proceeds from the exchange offer.

A full-text copy of the Company's prospectus is available at no
charge at http://ResearchArchives.com/t/s?4b4e

Nuveen Investments, Inc., headquartered in Chicago, is a U.S.-
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US.  The company's assets under
management were $128 billion as of June 30, 2009.

On April 1, 2009, Moody's Investor Service lowered Nuveen
Investments' corporate family rating to Caa1, the rating for its
senior secured credit facilities to B3, and the rating for its
senior unsecured notes to Caa3.  In addition, on April 1, 2009,
Standard and Poor's Ratings Services lowered Nuveen Investments'
local currency long-term counterparty credit rating to B-.


ORCHARD RETAIL NETWORK I: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Orchard Retail Network I, LLC
        P.O. Box 2905
        Saratoga, CA 95070

Bankruptcy Case No.: 09-60683

Chapter 11 Petition Date: December 7, 2009

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

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Charles B. Greene, Esq.
                  Law Offices of Charles B. Greene
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  Email: cbgattyecf@aol.com

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

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

According to the schedules, the Company has assets of $2,673,244,
and total debts of $4,776,913.

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Gary Hansen, managing member of the
Company.


ORLEANS HOMEBUILDERS: Has Tentative Deal to Amend Credit Facility
-----------------------------------------------------------------
Orleans Homebuilders, Inc., on December 3, 2009, agreed to a non-
binding term sheet relating to a maturity extension and structural
modification of the Company's $375 million Second Amended and
Restated Revolving Credit Loan Agreement dated September 30, 2008.

The Company currently anticipates that the formal documentation
relating to the Amendment will be completed, executed and become
effective on or before January 29, 2010.

On December 8, the Company and certain of its lenders agreed in
principle on a limited waiver and amendment of the Credit Facility
which generally provides, among other things, the Company with the
ability, subject to compliance with conditions precedent and
covenants, to borrow under the Credit Facility until approximately
January 29, 2010 and to extend letters of credit issued under the
Credit Facility to February 26, 2010.

The Term Sheet has been approved by the Company's Board of
Directors, executed by the Company and has been recommended by
certain lenders.  The Term Sheet contemplates significant
structural and covenant changes to the Credit Facility, including
a 24-month maturity extension; the granting of additional
collateral; certain material step-down requirements in the size of
the Credit Facility which principal step-downs are generally
coincidental with the required material land asset sales over the
next 6 to 18 months, with the application of the net proceeds from
the build-out and sale of work-in-process housing units over the
next approximately nine months in certain of the communities that
may be sold without the construction of new spec units in these
specific locations, and future federal tax refunds.

The Term Sheet provides for a potential significant principal
reduction or debt forgiveness by the lenders if the Company can
either retire or refinance the entire restructured Credit
Facility, or if the Company can recapitalize or sell the Company
primarily within the next 6 to 12 months following the ultimate
closing date of the Amendment, although realization of any
principal reduction or debt forgiveness is subject to significant
conditions, including recapture, as to which the Company can offer
no assurance of satisfaction.

The Company believes that the Amendment, when completed in
accordance with the Term Sheet, should provide the Company with
adequate liquidity to continue its operations in the near term,
including potentially for up to the next 12 to 18 months.

Each of the Amendment and the Temporary Amendment will be subject
to an affirmative vote by each of the approximately 16 lenders
party to the Credit Facility and the Company can offer no
assurances that each of the lenders will approve either the
Temporary Amendment or the Amendment or as to the specific terms
of either document that may be approved.  If the Company does not
enter into the Temporary Amendment on or before December 20, 2009,
the Credit Facility will mature on that date and the Company will
not have sufficient funds to repay amounts outstanding or continue
normal operations.

Jeffrey P. Orleans, President, Chief Executive Officer and
Chairman of the Board, stated that "We appreciate the support of
the bank group and we look forward to approval of the Temporary
Amendment and to finalizing the longer-term bank maturity
extension.  We are seeing some stabilization in the economy
through improvement in year-over-year net orders and we believe
that we have the opportunity to successfully recapitalize and
reposition our Company, or to complete other strategic
alternatives that we are actively pursuing."

The Term Sheet provides for a potential significant principal
reduction of up to $70 million of the Credit Facility if the
Company can either retire or refinance the entire restructured
Credit Facility, or if the Company can recapitalize or sell the
Company, each within 6 months following the ultimate closing date
of the Amendment.  The Credit Facility Principal Reduction is
reduced to $45 million for the period that is after 6 months but
before 12 months from the Closing Date, and it is generally $15
million thereafter.

The Term Sheet sets forth a number of significant conditions to
the occurrence of any Credit Facility Principal Reduction,
including, among other things, a requirement for a significant
amendment to the Company's $30 million of 8.52% trust preferred
securities and it also provides that the lenders can recapture or
reduce Credit Facility Principal Reductions from certain amounts
that might otherwise be available for distribution to holders of
the Company's equity securities.  There can be no assurance that
the Company will be able to achieve any such Credit Facility
Principal Reduction.

In addition, a strategic transaction that might result in a Credit
Facility Principal Reduction may still provide little or no value
for either the Company's unsecured creditors or equity holders or
may result in substantial dilution to the Company's equity
holders.

                        Strategic Advisors

The Company also said Tuesday it had previously engaged BMO
Capital Markets Corp. and Lieutenant Island Partners LLC who are
acting as advisors in connection with a potential sale or
recapitalization of the Company, which strategic activities are
ongoing.  The Company has additional financial advisors for its
negotiations relating to the Credit Facility, Term Sheet,
Amendment and Temporary Amendment.

The Company anticipates that even if it successfully enters into
the Amendment, without either a refinancing, recapitalization or
outright Company sale within approximately 12 months from closing
the Amendment in accordance with the Term Sheet, or further
modifications to the Amendment, the Company would be unlikely to
have sufficient liquidity to continue its normal operations for an
extended period thereafter.

                           Asset Sales

The expected terms of the Amendment will require the Company to
complete a series of significant land asset sales; although the
Company presently anticipates that it will retain sufficient land
positions for several years of lot supply.  The anticipated asset
sales may include substantially all of the Company's undeveloped
land positions as well as certain other positions, which are to be
sold, subsequent to receipt of new bank appraisals and approvals,
over the next 18 months, but primarily over the next 12 months.

The Amendment is also expected to prohibit future site improvement
expenditures related to these designated land positions; limit
significantly the acquisition of new lots and land; and enable
completion of existing work-in-process housing inventory units in
many of such communities without new spec unit starts in certain
specific locations.  The Amendment will also prohibit the
construction of new work-in-process housing units in all
communities approximately six to eight months prior to the new 24-
month maturity date of approximately January 2012.  The Company
currently expects that the asset sales will result in material
financial losses, both relative to book value reflected on the
March 31, 2009 Quarterly Report on Form 10-Q (the latest financial
statements that the Company has filed with the SEC) and to bank
borrowing base value, respectively, of such assets.

Garry P. Herdler, Executive Vice President and Chief Financial
Officer, stated: "We continue to work constructively with our
lenders to structure and document the longer term bank maturity
extension and other necessary facility modifications. The
combination of the agreement in principal on the credit facility
maturity extension, including the banks' willingness to
potentially accept a significant principal reduction under certain
limited circumstances, together with the significantly discounted
below par redemption option under the $75 million private debt
exchange agreement completed on August 3, 2009, should assist the
Company in achieving a recapitalization, refinancing or sale of
the Company in the next 6 to 12 months. However, we cannot offer
any assurance as to the ultimate terms of any extension or
modification of the credit facility, whether any refinancing,
recapitalization or sale transaction will occur or, if such a
transaction occurs, the terms thereof."

                         Liquidity Crisis

The Company currently expects that it and its lenders will enter
into the Temporary Amendment by December 14, 2009 and the
Amendment on or before January 24, 2010, although the Company can
offer no assurance that it will be able to do so in either
instance.

The Company anticipates that without the Temporary Amendment: (i)
the existing letters of credit under the Credit Facility will be
unable to be extended beyond December 20, 2009, and, accordingly,
the beneficiaries will present the letters of credit for drawing
on or prior to December 18, 2009, which will result in near
immediate deemed increases in the outstanding balances of the
Credit Facility and corresponding near immediate reductions in the
net borrowing base availability at such time; (ii) the Credit
Facility will otherwise mature on December 20, 2009 and (iii) the
Company will likely not have sufficient liquidity to continue its
normal operations at that respective time (or shortly thereafter).

The Company anticipates that without the Amendment: (i) the Credit
Facility will otherwise mature on approximately January 29, 2010,
unless deemed earlier by the terms of the Temporary Amendment; and
(ii) the Company will likely not have sufficient liquidity to
continue its normal operations at or before that time.

Even if the Company successfully enters into the Temporary
Amendment, the Company could experience liquidity problems due to
borrowing base limitations or covenant or other defaults under the
Credit Facility which the Company currently believes, under the
terms of the Temporary Amendment, could occur by January 15, 2010.
In addition, in the event that, at any time, beneficiaries of
letters of credit draw under outstanding letters of credit, any
draw will have an adverse effect on the Company's ability to
borrow under the Credit Facility and draws of any significant
amount of letters of credit will materially adversely affect the
Company's liquidity to continue its operations.

                    About Orleans Homebuilders

Based in Bensalem, Pennsylvania, Orleans Homebuilders, Inc. (Amex:
OHB) -- http://www.orleanshomes.com/-- develops, builds and
markets high-quality single-family homes, townhouses and
condominiums. The Company serves a broad customer base including
first-time, move-up, luxury, empty nester and active adult
homebuyers. The Company currently operates in the following eleven
distinct markets: Southeastern Pennsylvania; Central and Southern
New Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida. The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.


ORLEANS HOMEBUILDERS: Won't Make $639,000 Payment on 8.52% TruPS
----------------------------------------------------------------
Orleans Homebuilders, Inc., on September 30, 2009, did not make
the required $639,000 payment related to its $30 million issue of
8.52% trust preferred securities.  The 30-day grace period related
to the failure to make such payment expired on October 30, 2009
and the Company has received from the property trustee for these
trust preferred securities a notice of an event of default under
this issue.

In light of ongoing bank negotiations reported in today's Troubled
Company Reporter, the Company said Tuesday it does not currently
intend to make the quarterly payment of $639,000 due December 30,
2009, with respect to the $30 million issue of 8.52% trust
preferred securities until at least the completion of the
Amendment, which will constitute a further event of default on the
securities.  The holders of this issue of trust preferred
securities have to-date not chosen to accelerate the payment of
these securities; the Company cannot, however, offer any
assurances that the holders will not choose to do so in the
future.

On October 30, 2009, the Company did not make the required
$235,000 scheduled payment related to the junior subordinated
notes exchanged by the Company on August 3, 2009 for its previous
$75 million issue of trust preferred securities.  The 30-day grace
period related to the failure to make such payment expired on
November 29, 2009.

On December 3, 2009, the holders of the Junior Subordinated Notes
presented to the bank issuer documentation to draw the full amount
of a $5 million letter of credit originally issued in August 2007.
Application of a portion of these funds to overdue interest has
cured the underlying event of default relating to the overdue
payment under the Junior Subordinated Notes.

                     Application to Company of
              Recently Passed Federal Tax Legislation

On November 6, 2009, President Obama signed into law H.R. 3548,
the "Worker, Homeownership and Business Assistance Act of 2009."
Among other things, this law extends the $8,000 First-Time
Homebuyer Tax Credit through April 30, 2010, and provides a $6,500
credit to certain other homebuyers through April 30, 2010.  In
addition, the Act generally increases from two to five preceding
years, the period for which businesses can offset net operating
losses in 2008 or 2009 against prior years' taxable income.  With
the passing of this five year tax loss carry back provision, the
Company currently anticipates that it will file for and receive a
federal income tax refund in early calendar 2010 of approximately
$18 million.  However, there can be no assurance as to the amount
or timing of receipt of any such refund.

                    About Orleans Homebuilders

Based in Bensalem, Pennsylvania, Orleans Homebuilders, Inc. (Amex:
OHB) -- http://www.orleanshomes.com/-- develops, builds and
markets high-quality single-family homes, townhouses and
condominiums. The Company serves a broad customer base including
first-time, move-up, luxury, empty nester and active adult
homebuyers. The Company currently operates in the following eleven
distinct markets: Southeastern Pennsylvania; Central and Southern
New Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida. The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.


PALM BEACH: Sec. 341 Creditors Meeting Set for January 6
--------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Palm
Beach Finance II, L.P.'s creditors on January 6, 2010, at 2:00
p.m. at Flagler Waterview Bldg, 1515 N Flagler Dr Rm 870, West
Palm Beach, FL 33401.

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.

Palm Beach Gardens, Florida-based Palm Beach Finance II, L.P.,
filed for Chapter 11 bankruptcy protection on November 30, 2009
(Bankr. S.D. Fla. Case No. 09-36396).  The Debtor's affiliate,
Palm Beach Finance Partners, L.P., also filed for bankruptcy.
Paul A. Avron, Esq., and Paul Steven Singerman, Esq., who have
offices in Miami, Florida, assist the Debtors in their
restructuring efforts.  Palm Beach Finance II listed $500,000,001
to $1,000,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


PANOLAM INDUSTRIES: Posts $11,620,000 Net Loss for Sept. 30 Qtr
---------------------------------------------------------------
Panolam Industries International, Inc., reported a net loss of
$11,620,000 for the three months ended September 30, 2009, from a
net loss of $1,239,000 for the year ago period.  The Company
reported a net loss of $29,042,000 for the nine months ended
September 30, 2009, from a net loss of $2,112,000 for the year ago
period.

Net sales were $63,861,000 for the three months ended
September 30, 2009, from $96,392,000 for the year ago period.  Net
sales were $194,790,000 for the nine months ended September 30,
2009, from $296,905,000 for the year ago period.

At September 30, 2009, the Company had $398,378,000 in total
assets against $398,378,000 in total liabilities, resulting in
stockholder's deficit of $48,423,000.

On November 4, 2009, the Company, its parent corporation, Panolam
Holdings Co., and Holdings' other direct and indirect domestic
subsidiaries filed voluntary petitions in the United States
Bankruptcy Court for the District of Delaware seeking relief under
the provisions of chapter 11 of the Bankruptcy Code.

On September 25, 2009, the Debtors entered into a restructuring
support agreement with noteholders holding 66% in aggregate
principal amount of 10.75% Senior Subordinated Notes due 2013,
lenders holding 83% in aggregate principal amount of its senior
debt under the Company's Credit Facility and Credit Suisse, Cayman
Islands Branch, as the administrative agent for the lenders of the
Senior Debt.  The Consenting Holders agreed to vote in favor of
and support the restructuring and recapitalization of the Debtors,
including, among other things, the filing by the Debtors of the
Chapter 11 Case and their proposed prepackaged plan of
reorganization.  The Debtors launched a formal solicitation of
votes for the Reorganization Plan from their creditors on
October 2, 2009, and voting was completed on November 2, 2009.  As
a result of the solicitation, the Reorganization Plan was accepted
by 100% in dollar amount and 100% in number of holders of the
Notes, 100% in dollar amount and 100% in number of holders of the
Company's senior revolving debt, and 90.67% in dollar amount and
97.82% in number of holders of the Company's senior term debt that
voted on the Reorganization Plan.

The Bankruptcy Court scheduling a confirmation hearing regarding
the Reorganization Plan on December 10, 2009.

Pursuant to the Restructuring Support Agreement and the
Reorganization Plan, if confirmed by the Bankruptcy Court, the (i)
holders of the Senior Debt will receive a combination of cash and
amended and restated first lien notes in the reorganized company,
(ii) holders of the Notes will have their notes cancelled in
exchange for shares of the new common stock of the reorganized
company and (iii) holders of the existing capital stock of
Holdings will have their shares cancelled in exchange for warrants
to acquire 2.5% of the new common stock of the reorganized company
under certain circumstances.  The reorganized company will enter
into an amended and restated credit agreement with respect to the
Credit Facility, pursuant to which it will issue amended and
restated first-lien notes.  The reorganized company will also
enter into a new second-lien credit facility with Apollo Capital
Management and its affiliates, Eaton Vance Management and its
affiliates, and Apollo Laminates Agent, LLC, as administrative
agent, and, pursuant to that facility, will issue new second-lien
term notes.  Finally, the Notes will be cancelled in exchange for
shares of the new common stock of the reorganized company.  As a
result, the Company will cease to file reports with the Securities
and Exchange Commission.

The filing of the Chapter 11 Case constituted an event of default
that gives rise to acceleration rights under the Credit Facility
and the indenture governing the Notes.  As a result, the Company's
payment obligations under the Credit Facility and Notes, which, as
of September 30, 2009, amounted to $194,299 and $167,233,
respectively, became automatically due and payable, subject to an
automatic stay of any action to collect, assert or recover a claim
against any of the Debtors and the application of the applicable
provisions of the Bankruptcy Code.

The Company is seeking approval of the Reorganization Plan because
it does not have the resources to service all of its existing debt
obligations and to assist the Company in reducing its leverage to
allow it to pursue future growth opportunities.  If the Plan is
not confirmed by the Bankruptcy Court on a timely basis, the
Company may be forced to operate in bankruptcy for an extended
period, which would result in increased costs and disruption to
the business.  The Company may not be able to successfully
reorganize its business and may be forced to cease operations and
liquidate.

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?4b50

                       About Panolam Holdings

Shelton, Connecticut-based Panolam Industries International, Inc.,
designs, manufactures and distributes decorative laminates,
primarily thermally fused melamine panels and high-pressure
laminate sheets, throughout the United States and Canada.  The
Company markets its products through independent distributors and
directly to kitchen and bathroom cabinet, furniture, store
fixtures and original equipment manufacturers.

Panolam Holdings Co. filed for Chapter 11 bankruptcy protection on
November 4, 2009 (Bankr. D. Delaware Case No. 09-13889).  Its
debtor-affiliates, Panolam Industries International, Inc., Panolam
Holdings II Co., Panolam Industries Inc., Pioneer Plastics
Corporation, Nevamar Holding Corp., Nevamar Holdco, LLC, and
Nevamar Company LLC also filed for bankruptcy.

Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq.,
and Michael Joseph Merchant, Esq., at Richards Layton & Finger,
P.A., assist the Debtors in their restructuring efforts.  Perella
Weinberg Partners is the Debtors' financial advisor.  Epiq
Bankruptcy Solutions LLC is the Debtors' claims agent.


PANTRY INC: Moody's Affirms Corporate Family Rating at 'B2'
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of The Pantry Inc.,
including its Corporate Family Rating at B2.  In addition, Moody's
changed Pantry's outlook to stable from negative.

"The change in outlook to stable from negative reflects Moody's
view that Pantry's debt protection metrics will remain adequate
for its ratings, despite Moody's expectation that such metrics
will weaken somewhat over the next year as fuel margins trend
towards historic averages" stated Bill Fahy, Senior Analyst.  "The
stable outlook also reflects Moody's view that liquidity will
remain adequate, and that acquisitions -- if they occur -- will be
managed in a way as to maintain the company's credit profile in a
manner consistent with its existing ratings" commented Fahy.

Pantry's B2 CFR reflects the company's earnings volatility and its
impact on debt protection metrics, as well as geographic
concentration, intense competition, and the impact of weak
economic conditions on fuel volumes and traffic.  However, the
ratings also reflect the company's adequate liquidity, reasonable
scale, and solid brand value of its various restaurant concepts.
The ratings also reflect Pantry's strong market presence in
several of its markets and relatively low level of seasonality.

Ratings affirmed and LGD point estimates updated are;

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* $225 million secured revolving credit facility at B1 (LGD 3, 35%
  from LGD 3, 34%)

* $350 million secured term loan at B1 (LGD 3, 35% from LGD 3,
  34%)

* $100 million secured delayed draw term loan at B1 (LGD 3, 35%
  from LGD 3, 34%)

* $250 million 7.75% senior subordinated notes at Caa1 (LGD 5,
  83%)

* $150 million 3.00% senior subordinated convertible notes due
  Nov.  2012 at Caa1 (LGD 5, 83%)

The ratings outlook is stable.

Moody's last rating action for Pantry occurred on July 17, 2008,
when the company's Corporate Family Rating was downgraded to B2
from B1 with a negative outlook.

The Pantry, Inc., headquartered in Cary, North Carolina, operates
1,663 convenience stores (some of which include quick-service
restaurants) in the Southeastern United States.  Annual revenues
are approximately $7.0 billion.


PCS EDVENTURES: Deregisters 2.3MM Unsold Shares under 2004 Plan
---------------------------------------------------------------
PCS Edventures!.com, Inc., last week filed Post-Effective
Amendment No. 2 relating to the Registration Statement on Form
S-8, as amended, it filed with the Securities and Exchange
Commission on May 21, 2004, and amended on January 4, 2008.  The
Registration Statement registered 10,000,000 shares of the
Company's no par value common stock for issuance under the
Company's 2004 Non-Qualified Stock Option Plan, as amended.  The
Company amended the Registration Statement to deregister the
2,321,715 shares of common stock that remain unsold and will not
be sold under the Registration Statement.

Last month, PCS Edventures!.com reported a net loss $444,868 for
the three months ended September 30, 2009, from a net loss of
$118,144 for the year ago period.  The Company posted a net loss
of $894,570 for the nine months ended September 30, 2009, from a
net loss of $456,807 for the year ago period.

As of September 30, 2009, the Company had $1,472,363 in total
assets against $770,666 in total liabilities, all current.  As of
September 30, 2009, the Company had an accumulated deficit of
$31,410,466 and stockholders' equity of $701,697.

On November 25, 2009, the Company's CEO and Acting CFO and a
director of the Company, Anthony A. Maher, suffered a heart
attack.  The Company has said Mr. Maher has been released from
intensive care and is expected to make a full recovery and to
continue to manage the Company as its CEO, Acting CFO and a
director.  The Company's other executive officers will continue to
manage the Company's business pending Mr. Maher's expected return.

                           Going Concern

The Company has said its established source of revenues is not
sufficient to cover its operating costs.  Although the Company has
positive working capital, it has accumulated significant losses.
The combination of these items raises substantial doubt about its
ability to continue as a going concern.

To alleviate this adverse position, the Company said during the
fiscal quarter ended September 30, 2009, it continued to
strengthen its strategic alliances with K'NEX, Science Demo,
fischertechnik, MR Block, Integrating Technology, Minds-i,
Follette, and Eduwise for further product development and
enhancement.  The Company has developed and continues to refine
defined plans to align product development and marketing efforts
to further penetrate the educational market.  The marketing
campaign is focused on distinct segments within the education
market to more clearly communicate the products' competitive
positioning in both the Domestic and International markets.
Additionally, the Company is actively developing branding, product
identity, and messaging that is specifically aligned to target
market segments.

                       About PCS Edventures!

Boise, Idaho-based PCS Edventures!.Com, Inc. (OTCBB: PCSV) --
http://www.edventures.com/-- designs, develops and delivers
educational learning labs bundled with related technologies and
programs to the K-12 market worldwide.  The PCS suite of products
ranges from hands-on learning labs in technology-rich topics in
Science, Technology, Engineering and Math (STEM) to services rich
in imagination, innovation, and creativity.  PCS programs operate
in over 6,000 sites in all 50 United States as well as in 17
countries Internationally.


PEAK FITNESS: To Sell Gym Facility For $1.85 Million
----------------------------------------------------
The building that housed the 21,000-square-foot, 3-acre Peak
Fitness gym facility is up for sale for $1.85 million -- $400,000
less than its tax value -- according to wxii12.com.

Based in Charlotte, North Carolina, Fitness Management Group, Inc.
-- http://www.peakfitnessclubs.com/-- is the holding company for
Peak Fitness centers. Peak Fitness is a leading regional provider
of fitness centers in North and South Carolina.  The company
currently has 17 locations and is the largest independently
operated fitness club chain in the Carolinas.

The Company filed for Chapter 11 bankruptcy protection on July 10,
2009 (Bankr. W.D. N.C. Case No. 09-31863).  James H. Henderson,
Esq., assists the Company in its restructuring efforts.  The
Company listed $100,001 to $500,000 in assets and $10,000,001 to
$50,000,000 in debts.


PINE LAKE: Court Confirms Chapter 11 Reorganization Plan
--------------------------------------------------------
Ethanol Producer Magazine reports that the U.S. Bankruptcy Court
for the Northern District of Iowa confirmed the Chapter 11 plan of
reorganization of Pine Lake Corn Processors.  The plan will become
effective on Dec. 23, 2009.

Praire Land Cooperative agreed to take equity in lieu of a
payments of its administrative claim and rejection damage claim
that totaled about $14 million under the plan, EPM reports.
Praire Land will own 85% of the company, according to the report.

The source relates that secured creditors agreed to restructure
their $14.5 million lines of creditors.  Smallest creditors will
be paid in full and remaining will be paid 30 cents to the dollar
over the next five years.

Pine Lake Corn Processors operates an ethanol plant near Steamboat
Rock.


PRESIDENT CASINOS: District Court Awards $28 Million in Damages
---------------------------------------------------------------
Linex Legal reports that President Casinos Inc. won in prosecuting
breach of contract and tort claims in the U.S. District Court in
St. Louis.  The District Court reversed the ruling in the company
vs. Columbia Sussex Corp. entered by the U.S. Bankruptcy Court for
the Eastern District of Missouri.  The District Court entered
summary judgment in favor of the company, awarding over
$28 million in damages and about $13.5 million in pre-judgment
interest.

                  About President Casinos

Headquartered in St. Louis, Mo., President Casinos Inc. --
http://www.presidentcasino.com/-- does not have significant
operations.  Prior to Dec. 2006, it was engaged in the ownership
and operation of a dockside gaming casino in St. Louis, Missouri.
President Casinos filed for chapter 11 protection on June 20, 2002
(Bankr. S.D. Miss. Case No. 02-53055).  On July 11, 2002,
substantially all of the Debtor's operating subsidiaries filed
for Chapter 11 protection in the same Court.  The Honorable Judge
Edward Gaines ordered the transfer of President Casino's chapter
11 cases from Mississippi to Missouri.  The case was reopened on
Nov. 5, 2002 (Bankr. E.D. Mo. Case No. 02-53005).

On May 26, 2006, the Missouri Court authorized the sale of the
common stock in President Riverboat Casino-Missouri, Inc., to
Pinnacle Entertainment, Inc., pursuant to a Riverboat Sale and
Purchase Agreement dated February 24, 2006.  Under the Purchase
Agreement, the sale was conditioned upon confirmation of a plan
of reorganization for PRC-MO. A plan of reorganization for PRC-MO
was confirmed on December 4, 2006, with an effective date of
December 20, 2006.

Brian Wade Hockett, Esq., at Hockett Thompson Coburn LLP,
represents the Debtors.  David A. Warfield, Esq., at Blackwell
Sanders Peper Martin LLP, represents the Official Committee of
Unsecured Creditors.  Thomas E. Patterson, Esq., and Ronn S.
Davids, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP and
E. Rebecca Case, Esq., and Howard S. Smotkin, Esq., at Stone,
Leyton & Gershman, P.C., represent the Official Committee of
Equity Security Holders.

The Company's business activities currently consist of
managing its existing litigation matters, discharging its
liabilities and administering the bankruptcy reorganization plans
of its former Biloxi and St. Louis operations.


QSGI INC: Has Until January 18 to File Chapter 11 Plan and DS
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
ordered QSGI, Inc., et al., to file a Chapter 11 Plan and
Disclosure Statement on or before January 18, 2010.

Palm Beach, Florida-based QSGI, Inc., and its affiliates provide
technology services and maintenance geared towards both uses of
enterprise class hardware as well as the uses of business -
competing hardware.  The Debtors filed for Chapter 11 on July 2,
2009 (Bankr. S.D. Fla. Lead Case No. 09-23658).  Bradley S.
Shraiberg, Esq., at Shraiberg, Ferrara, Landau P.A., represents
the Debtors in their restructuring efforts. The Debtors listed
between $10 million and $50 million each in assets and debts.


QUALITY BROADLOOM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Quality Broadloom & Carpet LLC
        541 State Route 35
        Middletown, NJ 07701

Bankruptcy Case No.: 09-42897

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Thomas B. Donovan

Debtor's Counsel: Bunce Atkinson, Esq.
                  Atkinson & DeBartolo
                  2 Bridge Ave., PO Box 8415
                  Bldg. 2, 3rd Floor
                  Red Bank, NJ 07701
                  Tel: (732) 530-5300
                  Email: bunceatkinson@aol.com

Estimated Assets:

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/njb09-42897.pdf

The petition was signed by Lucia Nardini, president of the
Company.


QUEST RESOURCE: RBC Extends Deadline to Complete Recombination
--------------------------------------------------------------
Quest Resource Corporation reports that on November 30, 2009, it
entered into a First Amendment to Second Amended and Restated
Credit Agreement to extend the date by which these events must
occur to avoid an event of default under the Second Amended and
Restated Credit Agreement, as amended:

     (i) a joint proxy statement/prospectus with respect to the
         Recombination is filed with the Securities and Exchange
         Commission,

    (ii) the Recombination is approved by the lenders under the
         credit facilities for Quest Energy Partners, L.P., and
         Quest Midstream Partners, L.P., and

   (iii) the boards of directors of the Company and the general
         partners of Quest Energy and Quest Midstream have
         approved the terms of any amendments, restatements or new
         credit facilities to renew, rearrange or replace their
         existing credit facilities.

The Amendment extended the due date from November 30, 2009, to
January 15, 2010.

The Amendment is among the Company, as borrower, Royal Bank of
Canada, as administrative agent, collateral agent and as the
lender, and the guarantors party thereto.

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net/, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

At September 30, 2009, the Company had $459,572,000 in total
assets against total current liabilities of $69,894,000, long-term
derivative financial instrument liabilities of $5,294,000, asset
retirement obligations of $6,346,000 and notes payable of
$302,535,000.  At September 30, 2009, the Company had accumulated
deficit of $383,423,000, total stockholders' deficit before non-
controlling interests of $84,263,000, non-controlling interests of
$159,766,000 and total equity of $75,503,000.

                            Recombination

Given the liquidity challenges facing the Company, Quest Midstream
and Quest Energy, each entity has undertaken a strategic review of
its assets and has evaluated and continues to evaluate
transactions to dispose of assets to raise additional funds for
operations or to repay indebtedness.  On July 2, 2009, QRCP, Quest
Midstream, Quest Energy and other parties thereto entered into an
Agreement and Plan of Merger pursuant to which, following a series
of mergers and an entity conversion, QRCP, Quest Energy and the
successor to Quest Midstream will become wholly-owned subsidiaries
of PostRock Energy Corporation, a new, publicly traded
corporation.  On October 2, 2009, the Merger Agreement was amended
to, among other things, reflect certain technical changes as the
result of an internal restructuring.

                           Going Concern

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.


QUEST RESOURCE: Registers 1,565,636 Common Shares
-------------------------------------------------
Quest Resource Corporation filed with the Securities and Exchange
Commission a Registration Statement pursuant to General
Instruction E to Form S-8 to register additional securities of the
same class as other securities for which a Registration Statement
on Form S-8 has previously been filed and is effective.

The Registration Statement on Form S-8 incorporates by reference
the contents of the Registration Statement on Form S-8 (File No.
333-132979) filed by Quest on April 4, 2006, relating to Quest's
2005 Omnibus Stock Award Plan and Quest's 401(k) Profit Sharing
Plan.

The Company filed the Registration Statement to register an
additional 1,265,636 shares of Common Stock, par value $0.001 per
share, issuable pursuant to 2005 Omnibus Stock Award Plan; and
300,000 shares of Common Stock, par value $0.001 per share,
issuable pursuant to a non-plan Stock Option Agreement entered
into by Quest as an inducement award pursuant to Rule 5635(c)(4)
of the Nasdaq Stock Marketplace Rules.

The proposed maximum aggregate offering price is $628,972.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?4b52

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net/, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

At September 30, 2009, the Company had $459,572,000 in total
assets against total current liabilities of $69,894,000, long-term
derivative financial instrument liabilities of $5,294,000, asset
retirement obligations of $6,346,000 and notes payable of
$302,535,000.  At September 30, 2009, the Company had accumulated
deficit of $383,423,000, total stockholders' deficit before non-
controlling interests of $84,263,000, non-controlling interests of
$159,766,000 and total equity of $75,503,000.

                            Recombination

Given the liquidity challenges facing the Company, Quest Midstream
and Quest Energy, each entity has undertaken a strategic review of
its assets and has evaluated and continues to evaluate
transactions to dispose of assets to raise additional funds for
operations or to repay indebtedness.  On July 2, 2009, QRCP, Quest
Midstream, Quest Energy and other parties thereto entered into an
Agreement and Plan of Merger pursuant to which, following a series
of mergers and an entity conversion, QRCP, Quest Energy and the
successor to Quest Midstream will become wholly-owned subsidiaries
of PostRock Energy Corporation, a new, publicly traded
corporation.  On October 2, 2009, the Merger Agreement was amended
to, among other things, reflect certain technical changes as the
result of an internal restructuring.

                           Going Concern

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.


READER'S DIGEST: Reaches Deal with Landlord to Headquarters
-----------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Reader's Digest
Association will move its headquarters to Manhattan from
Chappaqua, New York, as the result of a settlement with the
existing landlord, which withdrew its objection to the new leases.

As reported in yesterday's TCR, the landlord to Reader's Digest
Association Inc.'s headquarters in Chappaqua 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.

                      Sale of Compass Learning

Separately, Reader's Digest has an agreement to sell its Compass
Learning business for $20.2 million to Marlin Equity II and MWC
Media Inc.

               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)


R.H. DONNELLEY: Court Approves Quarterly Fee Applications
---------------------------------------------------------
The Bankruptcy Court has approved the quarterly fee applications
of professionals retained in the Chapter 11 cases of R.H.
Donnelley Corp.:

Professional                                  Fees     Expenses
------------                                  ----     --------
Deloitte Financial Advisory Services LLP   $1,037,002    $81,219
Deloitte Tax LLP                              157,039        183
Grubb & Ellis Company                         400,000      5,763
KPMG LLP                                      948,472     53,749
Lazard Freres & Co. LLC                       625,806     11,906
Mercer (US), Inc.                              43,347     13,155
Sidley Austin LLP                           2,991,892     67,953
Sitrick & Company, Inc.                       169,640     39,467
Young Conaway Stargatt & Taylor LLP           134,510     26,272
Blackstone Advisory                           437,500     36,340
Services L.P.

The Court also approved the fee applications of Cozen O'Connor,
and Ropes & Gray LLP.


R.H. DONNELLEY: David Veit Disposes of 19,350 Shares
----------------------------------------------------
In a Form 4 filed with the United States Securities and Exchange
Commission on December 3, 2009, David M. Veit, a director at R.H.
Donnelley Corporation reported that on December 1, 2009, he
disposed 19,350 shares of the company's common stock for $0.0109
per share.  After the transaction, Mr. Veit is left with 1,500
shares.

                   About R.H. Donnelley

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

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

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

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

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


R.H. DONNELLEY: Proposes PwC as Special Accountant
--------------------------------------------------
R.H. Donnelley and its debtor affiliates ask Judge Kevin Gross of
the U.S. Bankruptcy Court for the District of Delaware Court for
authority to employ PricewaterhouseCoopers LLP as special
accountants nunc pro tunc to October 19, 2009.

The Debtors submit that PwC's the services are necessary to
maximize the value of the Debtors' estates and to reorganize
successfully.

As the Debtors' special accountants, PwC's services may include
oral and written opinions, consulting, recommendations and other
communications rendered in response to specific accounting
questions posed by the Debtors.  In particular, PwC will advise
the Debtors with regard to their adoption of fresh start
accounting practices that are anticipated as a result of the
Debtors' expected emergence from Chapter 11.

Specifically, PwC's services are:

A. Technical and Advisory Services:

     (a) hold discussions with certain officers, employees,
         outside consultants and other individuals as determined
         by the Debtor;

     (b) read various outlines and other documents provided; and

     (c) provide advice like:

            * educate management and other client personnel on
              fresh start;

            * advise management on its plan to implement
              fresh start;

            * advise and assist management with its evaluation
              of the impact of the accounting and disclosure
              requirements of fresh start; and

            * assist in creating technical accounting
              whitepapers on topics like fresh start eligibility
              determination; overall fresh start documentation,
              documentation of segments and reporting units,
              allocation of goodwill to the Debtors' reporting
              units, stock compensation plan accounting,
              derivatives assessment in new debt agreement, and
              deferred income tax accounting considerations.

B. Project Advisory Services:

     (a) advice on project plans;

     (b) advice on the timing of milestones and milestone
         interdependencies;

     (c) advice on completion risks of the Debtors' plan and
         possible resources the Debtor may need to assign to
         complete certain milestones;

     (d) advice on project governance structure and the
         responsibilities of various project teams and
         participants;

     (e) advice on the communication framework that the Debtors
         establish and maintain amongst relevant project
         participants and the processes employed to enable the
         resolution of issues;

     (f) advice on preparing and delivering status reports to be
         used by project management to control the project,
         including sample status reporting packages;

     (g) observations on project status, risks and
         interdependencies; and

     (h) advice on a structured change management process if
         significant changes to milestones become necessary
         during the project.

The Debtors estimate paying PwC between $250,000 and $300,000.
They will pay based on PwC's hourly rates in addition to
reimbursement of actual and necessary costs incurred by PwC in
Connection with the Services:

         Partner                       $450 to $600
         Director/Senior Manager       $300 to $450
         Manager                       $200 to $300
         Senior Associate              $175 to $225
         Associate                     $100 to $175

Jonathan Isler, a partner with PwC, assures the Court that his
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                   About R.H. Donnelley

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

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

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

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

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


RHODES HOMES: Creditors to Take Las Vegas Property Under Plan
-------------------------------------------------------------
The Kingman Daily Miner's Suzanne Adams reports that Rhodes Homes
and its creditors will present a final agreement before a
bankruptcy judge in Las Vegas in January.  The deal calls
creditors to take control of the Las Vegas master-planned
communities Rhodes Ranch and Tuscany, and allows the company to
keep control of 1,300 acres of land and four model homes from the
Pravada master-planned community in Golden Valley, according to
the report.

Rhodes Homes is a real estate developer.  The Company filed for
Chapter 11 bankruptcy in April 2009.


RIEPER FAMILY LIMITED: Case Summary & 4 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: The Rieper Family Limited Partnership
        480 Santa Rosa Blvd.
        Fort Walton Beach, FL 32548

Bankruptcy Case No.: 09-32457

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: J. Steven Ford, Esq.
                  Wilson, Harrell, Farrington
                  307 S. Palafox Street
                  Pensacola, FL 32502
                  Tel: (850) 438-1111
                  Fax: (850) 432-8500
                  Email: jsf@whsf-law.com

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

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

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

             http://bankrupt.com/misc/flnb09-32457.pdf

The petition was signed by Kurt Rieper.


RIVER WEST PLAZA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: River West Plaza-Chicago LLC
          dba Joffco Square
        5 Revere Drive, Suite 200
        Northbrook, IL 60062

Case No.: 09-46258

Chapter 11 Petition Date: December 7, 2009

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

Judge: Eugene R. Wedoff

Debtor's Counsel: Forrest B. Lammiman, Esq.
                  Meltzer, Purtill & Stelle LLC
                  300 South Wacker Drive, Suite 3500
                  Chicago, IL 60606
                  Tel: (312) 987-9900
                  Email: flammiman@mpslaw.com

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

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

The petition was signed by Amy Joffe, the company's manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Greenberg Farrow           trade                  $226,539
Architecture, Inc.

Mesirow Financial          Insurance              $73,380

M.J. Fogarty & Assoc.      trade                  $21,590
Inc.

Schuyler Roche & Crisham   trade                  $7,213
PC

Securitas Security         trade                  $5,606
Services

Best Buy Stores, LP        trade                  $5,596
Property Management, B-6
Legal Dept., Real Estate

Stone Pogrund and          trade                  $5,166
Korey, LLC

ComEd                      Utility                $4,100

Stanley Access Tech LLC    trade                  $4,062

Shepard Schwartz & Harris  trade                  $3,735
LLP

ThyssenKrupp Elevator      trade                  $3,725

Zale Administrative        trade                  $3,173
Services, LLC

Compass Concrete           trade                  $2,600

Joffco Plaza               trade                  $2,052

Rankin, Inc.               trade                  $2,019

Connelly Electric          trade                  $1,640

Countryside Landscape      trade                  $1,249

Program Design             trade                  $1,126
Management Inc.

Automated Parking          trade                  $556
Technologies

At&T                       trade                  $276


ROTHSTEIN ROSENFELDT: Banked At Least $46M Since 2008
-----------------------------------------------------
South Florida attorney and accused Ponzi schemer Scott W.
Rothstein reaped more than $46 million in salary from Rothstein
Rosenfeldt Adler PA in the last two years, Law360 reports, citing
the bankruptcy trustee poring over the books of the now-collapsed
firm.

Meanwhile, according to Law.com, a district court judge granted
the federal government's request to preserve the assets of Scott
Rothstein, former attorney of Rothstein Rosenfeldt Adler, for
forfeiture.  A person with knowledge of the case said
Mr. Rothstein's Ponzi scheme attracted $1.6 million, according to
Law.com.

                    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.


SARATOGA RESOURCES: To Pay $14-Mil. to Wayzata Upon Emergence
-------------------------------------------------------------
Saratoga Resources, Inc., is slated to pay $14 million in cash
toward reduction of a claim by Wayzata Investment Partners under
its existing credit facility when the Company's bankruptcy plan
becomes effective later this month.

On December 2, 2009, the Company won confirmation of its Second
Amended Plan of Reorganization, as revised and filed with the
Bankruptcy Court on November 25.  Effectiveness of the Plan is
conditioned upon, and an Effective Date shall not occur unless
there is, agreement among the Debtors and their secured lenders as
to the terms of restructuring of the existing financing provided
by those lenders.  It is presently anticipated that the Effective
Date will occur in December 2009.

The Plan provides, in general, that (1) the existing indebtedness
of the Debtors' secured lenders will be restructured, (2) the
Debtors' other creditors will be paid 100% of their allowed
claims, and (3) subject to issuance of New Warrants, Saratoga's
existing equity interests will be retained in their current form,
provided, however, that Saratoga's Articles of Incorporation will
be amended to provide that the holders of equity securities will
receive no dividends or distributions in respect of their equity
holdings unless and until the holders of all allowed claims have
been paid in full in cash in accordance with the Plan.

Under the Plan, Wayzata's claim will be treated as an allowed
claim in the Bankruptcy in the amount of $116 million, including
all accrued interest and expenses and costs arising between the
Petition Date and the Effective Date.  After payment of
$14 million on the Effective Date, the balance of the Wayzata
Claim, in the amount of $102 million, will be settled through the
issuance by the Company to Wayzata of (1) a secured note in the
amount of $70 million -- Secured Tranche Note -- and (2) an
unsecured note in the amount of $32 million -- Unsecured Tranche
Note.

The Secured Tranche Note will be secured by a lien on
substantially all of the Company's assets, will be payable
interest only on a monthly basis for a period of 35 months with
the balance being payable in full on the third anniversary of the
Secured Tranche Note.  Interest on the Secured Tranche Note shall
accrue at 15% per annum; provided, however, that the applicable
interest rate of the Secured Tranche Note shall be reduced upon
the repayment in full of the Unsecured Tranche Note as follows:
(1) if repayment occurs on or before June 30, 2010, the applicable
interest rate will be reduced to 11.5%; (2) if repayment occurs
after June 30, 2010 and on or before December 31, 2010, the
applicable interest rate will be reduced to 12.5%; and (3) if
repayment occurs after December 31, 2010 and on or before June 30,
2011, the applicable interest rate will be reduced to 13.5%.

The Unsecured Tranche Note will bear interest at 22.5% per annum
payable quarterly in-kind by adding accrued interest to the
principal amount of the Unsecured Tranche Note or, at the option
of the Company with respect to any quarter, payable in cash at 18%
per annum.  The Unsecured Tranche Note is payable in full on the
third anniversary of the Effective Date.

On the Effective Date, the Company will issue to Wayzata a warrant
to purchase 805,515 shares of common stock of the Company at $0.01
per share.  The New Warrant is only exercisable if the Company
raises additional capital through the issuance of common stock
after the Effective Date and shall expire three months after the
earlier of maturity or repayment in full of the Secured Tranche
Note.

                             Macquarie

Pursuant to the Plan, the existing revolving credit facility with
Macquarie Bank Limited, and the lien arising thereunder, will
remain in place substantially in its current form except that,
pursuant to an Intercreditor Agreement with Wayzata, the borrowing
base under the Revolver Facility will be increased from
$25 million to $45 million.

On the Effective Date of the Plan, the Company will pay, in cash,
all allowed secured claims of Macquarie that arose after the
Petition Date and before the Effective Date, including costs and
expenses, including legal fees, incurred by Macquarie.

          Other Secured Creditors and Unsecured Creditors

With respect to substantially all other secured and unsecured
creditors (other than management notes), the Plan provides for
payment to each creditor of their allowed claims, with the amount
of allowed claims being paid, at the option of the holder, either
(1) 100% of the allowed claim not later than 10 days after the
later of the Effective Date or the date the claim is allowed, plus
interest from the Effective Date or date the claim is allowed to
the payment date, or (2)(x) 90% of the allowed claim not later
than 10 days after the later of the Effective Date or the date the
claim is allowed, plus interest from the Effective Date or date
the claim is allowed to the payment date, and (y) 10% of the
allowed claim 90 days after the Effective Date, plus interest from
the Effective Date or date the claim is allowed to the payment
date, plus fees and costs of the creditor that are allowed.

                         Management Notes

With respect to amounts owed to Thomas F. Cooke and Andy Clifford,
members of management of the Company, pursuant to existing
promissory notes from the Company, from and after the Effective
Date, said Management Claims will bear interest at the lesser of
the stated rate in the existing notes or the rate of interest
applicable to the Secured Tranche Note with interest being
compounded annually and the Management Claims being payable in
full, with all accrued interest, on the last business day of the
60th month following the Effective Date, provided, however, that
payment of the Management Claims shall be conditioned upon payment
in full in cash of all other allowed claims.

                          Equity Holders

Subject to the issuance of the New Warrant, each holder of equity
securities of the Company, including common stock, warrants and
options, will retain identical interests in the Company following
the Effective Date, provided, however, that holders of equity
securities will receive no dividends or distributions in respect
of their equity holdings unless and until the holders of all
allowed claims have been paid in full in cash in accordance with
the Plan.

Following the Effective Date, the Company will have 16,690,292
shares of common stock issued and outstanding.  805,515 shares
will be reserved for issuance under the New Warrant.  Otherwise,
no shares are issuable pursuant to the Plan.

                        Conditions of Plan

Effectiveness of the Plan is subject, among other things, to
negotiation and execution of definitive loan documentation
evidencing the revised Macquarie Revolving Facility and the
revised Wayzata Credit Facility.  Although Macquarie and Wayzata
have agreed in principal to the terms of refinancing their
respective debt, there is no assurance that the Debtors and
Macquarie and Wayzata will ultimately be able to agree upon
definitive loan documentation in which case the Plan would not
become effective.

                       About Saratoga Resources

Saratoga Resources Inc. (OTCBB: SROEQ) is an independent
exploration and production company with offices in Houston and
Covington.  Saratoga engages in the acquisition and development of
oil and gas producing properties that allow the Company to grow
through low-risk development and risk-managed exploration.
Saratoga operates 14 fields in Louisiana and Texas with 106 active
producing wells.  Current net production is roughly 3,000
barrels of oil equivalent per day -- BOEPD -- with 70% oil versus
gas. Principal holdings cover 37,756 gross (34,246 net) acres,
mostly held-by-production, located in the state waters offshore
Louisiana.

Saratoga Resources, Inc., and certain operating subsidiaries filed
on March 31, 2009, voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Western District of Louisiana in
Lafayette, Louisiana.  Saratoga is being advised by its legal
counsel, Adams & Reese LLP; its investment banker, Pritchard
Capital Partners LLC; and its financial advisor, Ambrose
Consulting LLC.

The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead
Case No. 09-50397).  Robin B. Cheatham, Esq., at Adams & Reese
LLP, represents the Debtors in their restructuring effort.  The
Debtors listed between $100 million and $500 million each in
assets and debts.


SEALY MATTRESS: Moody's Gives Stable Outlook; Affirms 'B2' Rating
-----------------------------------------------------------------
Moody's Investors Service revised Sealy Mattress Company's rating
outlook to stable from negative and upgraded the speculative grade
liquidity rating to SGL-2 from SGL-3.  At the same time, Sealy's
B2 corporate family rating and B2 probability-of-default rating
were affirmed as was the Caa1 rating on the senior subordinated
notes and the Ba3 rating on the secured notes.

The stable outlook reflects Moody's view that Sealy's
profitability is likely to improve in the near term to a
combination of cost rationalization efforts and nascent signs of
demand stabilization.  The stable outlook also reflects Moody's
view that if demand were fall further, Sealy has shown the
willingness and ability to reduce costs further.

The upgrade in the speculative grade liquidity rating to SGL 2
from SGL 3 reflects Sealy's improved liquidity profile, which is
highlighted by improving operating cash flow, cash balances of
around $100 million, an undrawn $100 million asset backed
revolving credit facility, lack of any maintenance financial
covenants and no debt maturities over the next four years.
Sealy's liquidity profile is constrained by the continuing, albeit
somewhat improving, weak discretionary consumer spending and the
volatility of cash flows exhibited during the recession.

Sealy's B2 corporate family rating reflects the company's modest
credit metrics with financial leverage over 6x and single digit
operating margins and modest free cash flow relative to debt.  The
ratings also reflect the volatility in revenue, profitability and
cash flow exhibited during the recession and the severe decrease
in discretionary consumer spending.  While the severity of the
decline is likely to moderate, credit metrics are likely to remain
soft for the near term.  Supporting Sealy's B2 rating is its
strong market position and brand names and its history of
generating good cash flow.

Ratings affirmed/assessments revised:

* Corporate family rating at B2;

* Probability of default rating at B2;

* $350 million senior secured notes due 2016 at Ba3 (LGD 2, 26%
  from 25%);

* $390 million senior subordinated notes due 2014 at Caa1 (LGD5,
  85% from 83%);

Rating upgraded:

* Speculative grade liquidity rating at SGL-2 from SGL-3

The last rating action was on May 14, 2009, where Moody's rated
Sealy's new senior secured notes Ba3, while also affirming all
existing ratings and outlook.

Sealy Mattress Company, a wholly-owned subsidiary of Sealy
Corporation, is headquartered in Trinity, North Carolina.  Net
sales for the twelve months ended August 30, 2009, approximated
$1.3 billion.


SEDONA STARS LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Sedona Stars, LLC
        9400 East Mountain View Road
        Scottsdale, AZ 85259

Bankruptcy Case No.: 09-31481

Chapter 11 Petition Date: December 7, 2009

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

Judge: Sarah Sharer Curley

Debtor's Counsel: S. Matt Collins, Esq.
                  Law Offices Of S. Matt Collins LLC
                  PO Box 7006
                  Chandler, AZ 85224
                  Tel: (480) 316-5769
                  Fax: (480) 963-3933
                  Email: smcollins101@qwest.net

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.


SEMGROUP ENERGY: Changes Name to Blueknight Energy Partners
-----------------------------------------------------------
Effective December 1, 2009, SemGroup Energy Partners, L.P.,
changed its name to Blueknight Energy Partners, L.P.  In
connection with the name change, the Partnership's general partner
executed the Second Amended and Restated Agreement of Limited
Partnership of the Partnership, which incorporates prior
amendments to the Partnership Agreement and effectuates the name
change.

Effective December 1, 2009, the Partnership's general partner
changed its name from SemGroup Energy Partners G.P., L.L.C. to
Blueknight Energy Partners G.P., L.L.C.  In addition, in
connection with the name change, the sole member of the General
Partner executed the Second Amended and Restated Limited Liability
Company Agreement of the General Partner, which incorporates prior
amendments to the LLC Agreement and effectuates the name change.

The Partnership's common units will continue to trade on the Pink
Sheets under its existing symbol SGLP.PK until the Financial
Industry Regulatory Authority has completed processing the name
change.  The new CUSIP number for the Partnership's common units
is 09625U109.

                 About SemGroup Energy Partners LP

Based in Tulsa, Oklahoma, SemGroup Energy Partners, L.P. (Pink
Sheets: SGLP.PK) -- http://www.SGLPEnergy.com/-- owns and
operates a diversified portfolio of complementary midstream energy
assets consisting of roughly 8.2 million barrels of crude oil
storage located in Oklahoma and Texas, roughly 6.7 million barrels
of which are located at the Cushing, Oklahoma interchange, roughly
1,150 miles of crude oil pipeline located primarily in Oklahoma
and Texas, over 200 crude oil transportation and oilfield services
vehicles deployed in Kansas, Colorado, New Mexico, Oklahoma and
Texas and roughly 7.4 million barrels of combined asphalt and
residual fuel storage located at 46 terminals in 23 states.  SGLP
provides crude oil terminalling and storage services, crude oil
gathering and transportation services and asphalt services.

At September 30, 2009, the Company had total assets of
$316.8 million against total current liabilities of $27.9 million,
and long-term debt of $422.4 million, resulting in partners'
deficit of $133.6 million.

                           Going Concern

Due to the events related to the bankruptcy filings of SemGroup,
L.P., including decreased revenues in SemGroup Energy Partners'
crude oil gathering and transportation and asphalt services
segments, increased general and administrative expenses related to
legal and financial advisors as well as other related costs, and
uncertainties related to securities and other litigation, SemGroup
Energy Partners continues to face uncertainties with respect to
its ability to comply with covenants under its credit facility.
These factors raise substantial doubt about SemGroup Energy
Partners' ability to continue as a going concern.


SINCLAIR BROADCAST: Reports $16,100,000 Net Income for Q3 2009
--------------------------------------------------------------
Sinclair Broadcast Group, Inc., reported net income of $16,100,000
for the three months ended September 30, 2009, from a net loss of
$9,199,000 for the year ago period.  The Company reported a net
loss of $68,461,000 for the nine months ended September 30, 2009,
from a net loss of $35,390,000 for the year ago period.

Total revenues were $160,127,000 for the three months ended
September 30, 2009, from $178,191,000 for the year ago period.
Total revenues were $473,137,000 for the nine months ended
September 30, 2009, from $558,463,000 for the year ago period.

As of September 30, 2009, the Company had $1,629,148,000 in total
assets against $1,761,322,000 in total liabilities.  As of
September 30, 2009, the Company had $746,116,000 in accumulated
deficit and $132,174,000 in total deficit.  The September 30
balance sheet showed strained liquidity: The Company had
$183,042,000 in total current assets against $201,028,000 in total
current liabilities.

During the nine months ended September 30, 2009, the Company
purchased an additional interest in Bay Creek South, LLC for $5.0
million of which $4.0 million has been paid.  The remaining $1.0
million due will be paid in the fourth quarter of 2009.

                            Tender Offer

On November 6, 2009, Sinclair Television Group, a wholly owned
subsidiary of Sinclair Broadcast Group, announced the completion
of its tender offers for any and all of the Company's outstanding
3.0% Convertible Senior Notes due 2027 (CUSIP No. 829226AW9) and
4.875% Convertible Senior Notes due 2018 (CUSIP No. 829226AU3).
As of 12:00 midnight, New York City time on November 5, 2009,
holders representing 90.60% ($266.6 million) in principal amount
of the 3.0% Notes and 74.21% ($106.5 million) in principal amount
of the 4.875% Notes had validly tendered and not validly withdrawn
their Notes.

The holders of the remaining $27.7 million principal amount of
3.0% Notes and $37.0 million principal amount of 4.875% Notes are
entitled to require the Company to repurchase the Notes at 100% of
their principal amount in May 2010 and January 2011, respectively.
Pursuant to the terms of the tender offers, all of the 3.0% Notes
and 4.875% Notes not tendered will remain outstanding and the
terms and conditions contained in the applicable indenture
governing the Notes will remain unchanged.

Sinclair was scheduled to settle the tender offers November 9,
2009, using the proceeds from its recent private placement of $500
million aggregate principal amount of 9.25% senior secured second
lien notes due 2017.

Under the terms of the tender offers, any Notes validly tendered
and not validly withdrawn on or prior to the Expiration Date will
be purchased at a purchase price of $980 per $1,000 in principal
amount.  Tendering holders will also receive accrued and unpaid
interest from the last interest payment date to, but excluding,
the settlement date.

                      Payments to Cunningham

Sinclair will start making payments to Cunningham Broadcasting
Corporation on January 1, 2010, pursuant to the terms of a
memorandum of understanding and related agreements reached in
October 2009.

In a Form 10-Q filing with the Securities and Exchange Commission
in November, Sinclair disclosed that beginning January 1, 2010,
and ending July 1, 2012, it will be obligated to pay Cunningham
$29.1 million in 10 quarterly installments of $2.75 million and
one quarterly payment of $1.6 million, which amounts will be used
to pay off Cunningham's bank credit facility and which amounts
will be credited toward the purchase price for each Cunningham
station.  An additional $3.9 million will be paid in two
installments on July 1, 2012 and October 1, 2012 as an additional
fee under Sinclair's LMA agreements with Cunningham.

The aggregate purchase price of the television stations,
$78.5 million as of September 30, 2009, will be decreased by each
payment made by Sinclair to Cunningham up to $33.0 million in the
aggregate, pursuant to the transactions with Cunningham as such
payments are made.

"We expect to record a loss included in net (income) loss
attributable to noncontrolling interest in our fourth quarter
financial statements upon the effective date of the MOU equal to
the excess of the $29.1 million payment over the Cunningham assets
at that time," Sinclair said.  Beginning on October 1, 2012,
Sinclair will be obligated to pay Cunningham an annual LMA fee for
the television stations equal to the greater of (i) 3% of each
station's annual net broadcast revenue and (ii) $5.0 million.

Sinclair will continue to reimburse Cunningham for 100% of its
operating costs.  In addition, Sinclair will continue to pay
Cunningham a monthly payment of $50,000 through December 2012.

Cunningham holds a $33.5 million term loan facility originally
entered into on March 20, 2002, with an unrelated third party.
Primarily all of Cunningham's assets are collateral for its term
loan facility, which is non-recourse to Sinclair.  On June 5,
2009, the administrative agent under Cunningham's bank credit
facility declared an event of default under the facility for
failure to timely deliver certain annual financial statements as
required.  As of such date, a rate of interest of LIBOR plus 5%,
which rate includes a 2% default rate of interest, was instituted
on all outstanding borrowings under the Cunningham bank credit
facility.

On June 30, 2009, the default was waived and the termination date
of the Cunningham bank credit facility was extended to July 31,
2009, subject to certain conditions, including maintaining the
default interest rate.  On July 31, 2009, the Cunningham bank
credit facility was further extended to October 30, 2009.

The extension required that Cunningham make $200,000 principal
payments on its term loan facility as of the first day of each of
August, September and October with the balance due on October 30,
2009.  To delay or avoid any potential bankruptcy of Cunningham,
the lenders under Cunningham's existing credit facility indicated
their willingness to replace the credit facility with a new credit
facility, which was conditioned upon Cunningham's demonstration
that it can repay the outstanding principal balance due under the
facility within three years.  As a result, Cunningham asked
Sinclair to restructure certain of its arrangements with Sinclair,
including the LMAs, which negotiations led to the execution of the
MOU.

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?4b66

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4b66

                  About Sinclair Broadcast Group

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.


SIX FLAGS: Bondholders Denied Bid To Take Over Plan Process
-----------------------------------------------------------
Law360 reports that a bankruptcy judge on Monday shut down an
attempt by a group of senior bondholders to wrest control of Six
Flags Inc.'s Chapter 11 proceedings away from the amusement park
operator and file a competing reorganization plan.

To recall, a group of Six Flags Inc. senior bondholders asked the
Bankruptcy Court to terminate Six Flags Inc.'s exclusive period to
propose a Chapter 11 plan so that the noteholders can present an
alternative reorganization plan that would give the noteholders
control over the amusement park operator.

Holders of over $500 million of SFI Notes -- approximately 57% of
all uncontingent, non-insider claims against SFI -- have agreed to
sponsor a competing plan for the Debtors' estates that will (i)
pay in full in cash or otherwise reinstate all creditors of the
Debtors' estates, other than SFI, and (ii) provide a materially
enhanced recovery for creditors of SFI compared to the low
recovery provided by the plan proposed by the Debtors' management.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SMURFIT-STONE: Gets Nod for Settlement with CIT Group
-----------------------------------------------------
Smurfit-Stone Container Corp. and its units obtained permission
from the Bankruptcy Court to enter into a settlement agreement and
mutual release of all claims concerning a master lease agreement
with The CIT Group/Equipment Financing, Inc.

No objections were filed to the proposed settlement.

Pursuant to the Master Lease Agreement, Smurfit-Stone Container
Enterprises, one of the Debtors, leases certain equipment
consisting of numerous parts that make up a corrugator machine.

The Lease term is 84 months with an initial payment of $73,623
and 83 additional, successive, monthly payments of $73,636, for a
total aggregate rental cost of approximately $6.2 million during
its term.

On August 28, 2009, CIT filed a proof of claim in the Debtors'
Chapter 11 cases, related to the Lease.  The claimed amount on
the Proof of Claim is $4,344,547.

Subsequently, the Parties entered into negotiations and came up
with the Settlement Agreement for mutual releases of claims.  The
key terms of the Settlement Agreement are:

  (a) Upon payment within five days after the Court approves the
      Debtors' Request, CIT will sell, transfer, assign and
      convey to SSCE, all of CIT's right, title and interest in
      and to the Equipment for $1,000,000.  In the event that
      the Lump Sum Payment is not received by CIT on or before
      the date that the December payment under the Lease becomes
      due and payable, then SSCE will also pay the December
      payment under the Lease and all subsequent payments under
      the Lease until the Lump Sum Payment is received by
      CIT; and

  (b) The Debtors and CIT exchange mutual releases.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, contends that the Settlement Agreement constitutes a
reasonable exercise of the Debtors' business judgment and
although entry into the Settlement Agreement, particularly the
purchase of the Equipment subject of the Lease, would be within
the ordinary course of their businesses, the Debtors seek Court
authorization out of an abundance of caution and because CIT has
asked that the Debtors to obtain it.

                          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: Gets Nod for Settlement With BHS Corrugated
----------------------------------------------------------
Smurfit-Stone Container Corp. and its units obtained authority
from the Bankruptcy Court to enter into a settlement agreement
with BHS Corrugated North America, Inc.

BHS manufactures corrugating equipment and components and the
Debtors currently have at least $60 million in BHS corrugating
equipment and components installed in at least 15 of the Debtors'
locations, James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois tells the Court.

In addition, on an annual basis, the Debtors pay approximately
$12 million to BHS for operational maintenance, parts and
services associated with the BHS equipment and as of the Petition
Date, the Debtors owed BHS in excess of $4 million.

After the Petition Date, the Debtors and BHS engaged in
discussions relating to, among other things, the Prepetition
Claim.  During those discussions, BHS indicated that it desired
to resolve all claims between the Parties arising prior to the
Petition Date, Mr. Conlan relates.

As a result, the Debtors agreed to make a critical vendor payment
to BHS to satisfy a portion of the Prepetition Claim, and in
consideration for the Payment, BHS agreed to continue providing
goods and services to the Debtors and waive a significant portion
of the remaining Prepetition Claim.

In addition, BHS desired to settle all potential claims the
Debtors may have against it arising under Chapter 5 of the
Bankruptcy Code.  After extensive negotiations between BHS and
the Debtors, as well as several discussions with counsel to the
Official Committee of Unsecured Creditors, the Debtors and BHS
negotiated the Settlement Agreement.

The Material Terms of the Settlement Agreement are:

  * BHS will pay the Debtors $100,000, which will be set off
    against any amounts owed by the Debtors to BHS;

  * The Debtors and their affiliates release and forever
    discharge BHS and its affiliates from any and all claims,
    complaints, and causes of action, of any kind or
    character whatsoever;

  * The Settlement Agreement represents a compromise and does
    not constitute any admission of liability on the part of
    either of the Parties; and

  * The Settlement Agreement will be governed by, and construed
    in accordance with, the laws of the State of Delaware.  The
    Court will retain jurisdiction to hear and determine any
    matter arising from the Settlement Agreement.

Mr. Conlan submits that the Settlement Agreement must be approved
because the benefits the Debtors' estates will realize if the
Settlement Agreement is approved outweigh the value of the
potential claims being compromised under the Settlement
Agreement.

                          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: Deloitte Backs Claims Determination Procedures
-------------------------------------------------------------
Deloitte & Touche, Inc., the monitor in the proceedings under the
Companies' Creditors Arrangement Act commenced by Smurfit-Stone
Container Canada, Inc., et al., delivered its eighth monitor
report to the Superior Court of Justice (Commercial List) for the
Province of Ontario, in Canada.

The Monitor informs the Court that the purpose of the Eighth
Report is to comment on the CCAA Entities' motion seeking
approval of a claims determination order.  The Monitor relates
that it supports the approval of the proposed Claims
Determination Order.

The Court previously approved the "Claims Procedure Order" on
June 25, 2009, which called for claims to be filed against the
CCAA Entities and established the Claims Bar Date but did not
provide a mechanism for accepting, disallowing or otherwise
resolving claims against the CCAA Entities.

The CCAA Entities, in consultation with the Monitor, have
developed a proposed Claims Determination Order, the principal
features of which are:

  (a) if a U.S. Proof of Claim is filed against a U.S. Debtor
      and the U.S. Debtors and the CCAA Entities and the Monitor
      determine that the Claim or Subsequent Claim is more
      properly asserted against one of the CCAA Entities and the
      Creditor agrees with the determination, the Claim or
      Subsequent Claim will be deemed to be filed against the
      appropriate CCAA Entity;

  (b) if a Proof of Claim is filed against a CCAA Entity and the
      CCAA Entities and the Monitor determine that the Claim or
      Subsequent Claim is more properly asserted against a
      different CCAA Entity and the Creditor agrees with the
      determination, the Claim or Subsequent Claim will be
      deemed to be filed against the other CCAA Entity;

  (c) the CCAA Entities and the Monitor will determine whether
      to accept, revise or disallow each Claim or Subsequent
      Claim.  The CCAA Entities and the Monitor may attempt to
      consensually resolve the classification and amount of any
      Claim or Subsequent Claim with the Creditor prior to
      accepting, revising or disallowing the Claim or Subsequent
      Claim;

  (d) if the CCAA Entities and the Monitor determine to revise
      or disallow a Claim or Subsequent Claim, then the
      Monitor will cause a Notice of Revision or Disallowance to
      be sent to the Creditor, unless the Claim or Subsequent
      Claim was originally filed against the CCAA Entities in
      the U.S. Claims Procedure and was deemed filed in the
      Claims Procedure, and the CCAA Entities are objecting to
      the Claim or Subsequent Claim in the U.S. Claims Procedure
      with the approval of the Monitor;

  (e) any Creditor who disputes the classification or amount of
      its Claim or Subsequent Claim as set forth in a Notice of
      Revision or Disallowance will deliver a Notice of Dispute
      within 14 days of the date of the Notice of Revision or
      Disallowance or any other date as agreed to in writing by
      CCAA Entities and the Monitor or ordered by the Court.
      Upon receipt of a Notice of Dispute, the CCAA Entities and
      the Monitor may attempt to consensually resolve the
      classification and amount of the Claim or Subsequent Claim
      with the Creditor, failing which the Monitor will deliver
      a Dispute Package to the Claims Officer or schedule a
      motion with the Court to resolve the Claim or Subsequent
      Claim where, in the view of the CCAA Entities and the
      Monitor, a motion is preferable for the resolution of the
      Claim or Subsequent Claim at issue;

  (f) if a U.S. Proof of Claim was originally filed against a
      CCAA Entity in the U.S. Claims Procedure and was deemed to
      be a timely delivered Proof of Claim, and either a Notice
      of Revision or Disallowance has been issued in the Claims
      Procedure or the Claim or Subsequent Claim has been
      similarly objected to by the CCAA Entities in the U.S.
      Claims Procedure, then the Creditor may object to the
      forum in which the CCAA Entities have disputed it.  If the
      Creditor objects, then the Monitor and the CCAA Entities
      will seek to agree with them and stipulate as to the forum
      for the determination of the dispute, failing which the
      Creditor or the CCAA Entities may seek a joint hearing in
      accordance with the Cross-Border Protocol to determine the
      appropriate forum for determination of the dispute, or
      whether a joint hearing on the merits of the objection or
      proposed resolution thereof is appropriate;

  (g) any Claim or Subsequent Claim against a CCAA Entity
      finally determined by the U.S. Court in accordance with
      the U.S. Claims Procedure will be deemed to have been
      accepted as a "Proven Claim" on those terms, provided that
      it will have been previously agreed or determined that the
      appropriate forum for determining the Claim or Subsequent
      Claim is the U.S. Court; and

  (h) the CCAA Entities and the Monitor may, in their sole
      discretion, accept Proofs of Claim delivered after the
      Claims Bar Date but actually received prior to the date of
      the Order, and the accepted Proofs of Claim will be deemed
      to have been delivered prior to the Claims Bar Date.  For
      greater certainty, the Proofs of Claim will be subject to
      the provisions of the Order that apply to Proofs of Claim
      actually received by the Claims Bar Date.

The Monitor submits that the Proposed Claims Determination Order
provides an appropriate level of flexibility to deal with claims
filed against the CCAA Entities in light of the coordinated
cross-border nature of the CCAA Proceedings and the fact that the
CCAA Entities are also U.S. Debtors.

On November 6, 2009, the Court approved the procedures for the
acceptance, revision, disallowance or consensual resolution of
Proofs of Claims filed.

A full-text copy of the Monitor's 8th Report is available for
free at http://bankrupt.com/misc/SSC8thMonRep.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)


SPANSION INC: Gets Nod to Sell AMAT Polisher to STM
---------------------------------------------------
Spansion Inc. and its units obtained the Court's authority to sell
an AMAT Polisher Reflexion LK to STMicroelectronics for
$2,000,000.

The Debtors have determined that the offer by STMicro was likely
to be the highest and best price that they could obtain in the
current market for the Equipment.

Sommer L. Ross, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, tells the Court that the Debtors purchased the
Equipment for chemical mechanical polishing to develop 65nm
technology.  CMP is used in semiconductor fabrication for
planazing a semiconductor wafer.  According to Ms. Ross, the
Equipment was originally delivered to the Debtors on
October 31, 2006 at a cost of $3,834,565 before tax.  Since the
Petition Date, the Debtors concluded to stop production at the
FAB.  As a result, the Equipment was decommissioned and has been
remarketed by Macquarie Electronics USA, Inc., for sale.

Pursuant to a Sale-Transfer Agreement, STMicro will pay the full
price upon the Bankruptcy Court's final approval of the request.
STMicro will also be responsible for the removal of the Equipment
within 30 days from notice by the Debtors of the availability of
the Equipment for pick up.  A full-text copy of the STA is
available for free at:

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

The Debtors relate that the Floating Rate Noteholders are secured
by a first priority lien on the Equipment and Bank of America,
N.A., has a second priority lien on the Equipment.  According to
the Debtors, they are endeavoring to obtain the consent of the Ad
Hoc Consortium of Holders of FRNs and Bank of America, N.A. to
the sale.

                        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 2nd Amendment to Macquarie Remarketer Pact
-----------------------------------------------------------------
Spansion Inc. and its units ask the Court to:

  (a) approve a second amendment to their remarketing
      agreement with Macquarie Electronics USA, Inc.;

  (b) approve a Sales-Transfer Agreement with Elpida Memory
      Inc.;

  (c) authorize the sale of four surplus pieces of equipment the
      Debtors no longer need to Elpida or another bidder or
      bidders who submit a higher bid in accordance with
      bidding procedures, free and clear of liens, claims,
      encumbrances and interests; and

  (d) approve the bidding procedures.

The Debtors and Macquarie executed the Second Macquarie Amendment
to include additional pieces of surplus equipment to be marketed
by Macquarie.  Among the new pieces of equipment added to the
Second Amendment are ET64 and DV47, which make up the remaining
two pieces of Equipment subject to the Motion.

The four tools which make up the Equipment to be sold to Elpida
or a higher bidder are known as WS41, DV47, ET64 and WS38.

The Debtors note that due to confidentiality agreements, they may
not publicly disclose the original purchase price for each piece
of Equipment.

The Debtors tell the Court that the Equipment are pieces of
technical equipment that may only be used for a narrow purpose
and are used in the business operations of only a limited number
of companies.

The proposed purchase price for the Equipment being sold are:

                           Proposed
  Equipment             Purchase Price
  ---------             --------------
  WS41                    $850,000
  DV47                     500,000
  ET64                     650,000
  WS38                     600,000

According to the Debtors, the Float Rate Noteholders are secured
by a first priority lien on the Equipment.  Bank of America,
N.A., has a second priority lien on the Equipment.  The Debtors
relate that they are endeavoring to obtain the consent of the Ad
Hoc Consortium of Holders of FRNs and Bank of America, N.A. to
the sale.

The Debtors believe that the offer from Elpida represents the
highest and best bid for each piece of Equipment because there
are only limited number of entities who have a need for the
Equipment.  Nevertheless, the Debtors propose to accept higher
and better bids for each individual piece of the Equipment up to
12:00 p.m., on December 11, 2009.

                         Bid Procedures

The Debtors propose to allow any interested party to submit
higher and better bids for the Equipment.  To be accepted as a
higher and better bid, any competing bid must, prior to the
Bidding Deadline:

  (a) provide a binding written offer to the Debtors to purchase
      a piece of Equipment, identifying which pieces of
      Equipment will be purchased, and which binding written
      offer must be in substantially the form of the STA, with
      any changes clearly marked;

  (b) provide a purchase price in cash for any piece of
      Equipment that is at least $50,000 more than the Proposed
      Purchase Price for that piece of Equipment; and

  (c) provide evidence acceptable to the Debtors in their
      reasonable discretion of that bidder's ability to pay the
      purchase price and close within the same timeframe as set
      forth in the STA.

In the event at least one bid satisfying the requirements is
received by the Bidding Deadline, the Debtors will conduct an
auction starting 9:00 a.m. at the offices of Duane Morris LLP, in
Wilmington, Delaware.

A hearing will be held on December 15, 2009, regarding the second
amendment to the Remarketing Agreement with Macquarie Electronics
USA, Inc., the sale of certain equipment free and clear of all
liens, claims, encumbrances and other interests, and the Debtors'
entry into a Sales-Transfer Agreement with Elpida Memory Inc., or
a higher bidder and approval of the bidding procedures.

                        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 Reimburse Silver Lake $350,000
--------------------------------------------------------
Pursuant to the Debtors' First Amended Joint Plan of
Reorganization dated November 25, 2009, Spansion may offer to the
holders of Class 5 Allowed Claims the right to purchase shares of
New Spansion Common Stock with an equity value of up to
$150 million in proportion to their Allowed Class 5 Claims.

Each Rights Offering Participant would have the right to elect to
participate in the Rights Offering and purchase all but not less
than all of its pro rata share of the New Spansion Common Stock.

According to the Debtors, Silver Lake Sumeru, L.P. would
potentially provide a standby commitment pursuant to which Silver
Lake would agree to purchase all shares of New Spansion Common
Stock offered pursuant to the Rights Offering but not otherwise
subscribed for by the Rights Offering Participants.

Silver Lake requires that, whether or not the Rights Offering is
consummated, Spansion pay or reimburse the actual, reasonable
fees and expenses of Silver Lake associated with its due
diligence up to $350,000.

Silver Lake Sumeru, L.P., is one of a consortium of private
equity investment firms organized by Silver Lake Partners, a U.S.
based, private equity firm focused exclusively on large-scale
investing in technology and related growth industries.

Thus, the Debtors seek the Court's authority to reimburse Silver
Lake for actual, reasonable expenses associated with its due
diligence undertaken in connection with its role in the proposed
Rights Offering for $350,000.

                        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)


SPEEDUS CORP: Reports $948,150 Net Loss in Q3 2009
--------------------------------------------------
Speedus Corp. reported a net loss of $948,153 on revenues of
$247,236 for the three months ended September 30, 2009, compared
with a net loss of $2,266,589 on revenues of $4,735 for the same
period of 2008.

These increases in revenue are primarily the result of an increase
in contracted service revenue earned by Zargis.  In addition,
Density Dynamics recognized revenue of approximately $51,000
during the three months ended September 30, 2009.

At September 30, 2009, the Company's consolidated balance sheets
showed $3,164,759 in total assets and $3,419,401 in total
liabilities, resulting in a $254,642 stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://researcharchives.com/t/s?4b45

                          Going Concern

The Company has recorded operating losses and negative operating
cash flows since its inception and has limited revenues.  At
September 30, 2009, the Company had an accumulated deficit of
approximately $86,653,000 and does not not expect to have earnings
from operations or positive operating cash flow until such time as
the Company's strategic investments achieve successful
implementation of their business plans and/or form alliances for
the use of the Company's capabilities in the future.

The Company says it may not have funds sufficient to finance its
operations and enable it to meet its financial obligations for the
next twelve months.  The inability to generate future cash flow or
raise funds to finance its strategic investments could have a
material adverse effect on its ability to achieve its business
objectives.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

If the Company is not able to reduce or defer its expenditures,
secure additional sources of revenue or otherwise secure
additional funding, it may be unable to continue as a going
concern, and may be forced to restructure or significantly curtail
its operations, file for bankruptcy or cease operations.  In
addition, a bankruptcy filing by one or more of the Company's
strategic investments could cause the Company to lose its
investment and/or control and could prevent it from sharing in any
future success of those strategic investments.

                       About Speedus Corp.

Freehold, New Jersey-based Speedus Corp. (Nasdaq: SPDE) --
http://www.speedus.com/-- operates through its two majority
subsidiaries Zargis Medical Corp. and Density Dynamics, Inc.
Zargis develops advanced telemedicine & diagnostic  support
products for healthcare professionals.  Density Dynamics is a
pioneer in the solid-state storage and I/O acceleration
technology.


STANDARD PACIFIC: Delays Exchange Offer for 10.750% Senior Notes
----------------------------------------------------------------
Standard Pacific Corp. filed with the Securities and Exchange
Commission Amendment No. 1 to Form S-4 Registration Statement
under the Securities Act of 1933 to delay the effective date of
the Registration Statement.

The Registration Statement and accompanying prospectus relates to
Standard Pacific's offer to exchange all of its outstanding
10.750% Senior Notes due 2016 (CUSIP Nos. 853766 AA1 and U85416
AA0) for $280,000,000 of new 10.750% Senior Notes due 2016 that
have been registered under the Securities Act of 1933.

The expiration date of the exchange offer has not been set yet.

The terms of the registered 10.750% Senior Notes due 2016 to be
issued in the exchange offer are substantially identical to the
terms of the outstanding 10.750% Senior Notes due 2016, except
that provisions relating to transfer restrictions, registration
rights, and additional interest will not apply to the exchange
notes.

The exchange notes will bear interest at the rate of 10.750% per
year, payable on March 15 and September 15 of each year,
commencing on March 15, 2010.  The exchange notes will mature on
September 15, 2016.

The exchange notes will be guaranteed by Standard Pacific's
subsidiaries that have guaranteed the outstanding notes.

Upon completion of the exchange offer, all outstanding notes that
are validly tendered and not properly withdrawn will be exchanged
for an equal principal amount of exchange notes, the issuance of
which are registered under the Securities Act of 1933, as amended.

Tenders of outstanding notes may be withdrawn at any time prior to
the expiration of the exchange offer.

The exchange of exchange notes for outstanding notes will not be a
taxable exchange for U.S. Federal income tax purposes.

Standard Pacific will not receive any proceeds from the exchange
offer.

A full-text copy of the Amendment to the Registration Statement is
available at no charge at http://ResearchArchives.com/t/s?4b67

On November 6, 2009, the Company filed its quarterly report on
Form 10-Q.  A full-text copy of the Form 10-Q is available at no
charge at http://ResearchArchives.com/t/s?4b68

As of September 30, 2009, the Company had $2.068 billion in total
assets against $1.717 billion in total liabilities.

                     About Standard Pacific

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

                           *     *     *

Standard Pacific Corp. carries 'Caa1' long term corporate family
and probability of default ratings from Moody's.  It has a 'CCC+'
issuer credit ratings from Standard & Poor's.  It carries a 'CCC'
long term issuer default rating from Fitch.


STEWART & STEVENSON: S&P Cuts Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Stewart & Stevenson LLC to 'B-' from 'B'.  The outlook
is negative.

In addition, S&P lowered the rating on the company's senior
unsecured notes to 'CCC' from 'CCC+', two notches lower than the
corporate credit rating.  The recovery rating on this debt remains
at '6', indicating S&P's expectation for negligible (0% to 10%)
recovery in the event of a default.

"The downgrade reflects extremely aggressive leverage and very
poor financial performance," said Standard & Poor's credit analyst
Kenneth Cox.  The ratings on capital equipment provider Stewart &
Stevenson LLC reflect the company's reliance on historically
cyclical end markets for a meaningful percentage of revenues and
cash flow, its short track record as an operating company in its
current configuration, and its highly leveraged financial profile.
The ratings also reflect its low annual maintenance capital
spending requirements and its long-standing relationship with
original equipment manufacturer suppliers.

As of Aug. 1, 2009, Houston-based Stewart & Stevenson had
$271.8 million in total debt, adjusted for operating lease
expenses.

Stewart & Stevenson provides capital equipment (e.g., fracturing
equipment, coiled tubing equipment, cementers, and engines) to the
oilfield services industry and other end users (57.1% of revenues
for the six months ended Aug. 1, 2009), as well as related after-
market parts and services (40.1% of revenues for the six months
ended Aug. 1, 2009).  The company also has a small but growing
rental equipment business (2.9% of revenues for the six months
ended Aug. 1, 2009).

Continued weakness in the oilfield services sector has diminished
Stewart & Stevenson's credit metrics.  Although the company's cash
flow and liquidity have been sufficient, its leverage is
considerable.

S&P would consider lowering the ratings if Stewart & Stevenson's
liquidity is materially reduced.


STILLWATER MINING: S&P Raises Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Billings, Montana-based Stillwater Mining Co.  S&P raised the
corporate credit and senior unsecured debt ratings to 'B' from
'B-'.  The recovery rating on the senior unsecured debt remains at
'3', indicating S&P's expectation of meaningful (50% to 70%)
recovery in the event of a payment default.  The outlook is
stable.

"The higher rating reflects S&P's assessment that as a result of
significantly higher platinum group metal prices, combined with
aggressive cost controls at its mines, over the past few quarters,
that Stillwater's overall financial risk profile has improved
relative to prior expectations to a level that S&P would consider
to be more consistent with a higher rating,' explained Standard &
Poor's credit analyst Maurice Austin.

Previously, based on much lower PGM prices at the time, S&P
expected the company's cash balances would decrease as 2009
progressed to about $100 million as it would need cash to fund
ongoing operations.  However, given higher prices and cost
improvements, the company's cash flow generation has exceeded
expectations, resulting in cash balances going into 2010 likely
approximating $200 million.

"In S&P's view, this level of liquidity is likely to provide ample
near-term liquidity to the company, given S&P's operating
assumptions of continued high PGM prices," added Mr. Austin.  In
addition, S&P expects the company's credit measures to remain at a
level that S&P would consider being good for the 'B' rating.


STINSON PETROLEUM: Can Access Community Bank Cash Until Dec. 22
---------------------------------------------------------------
The Hon. Neil P. Olack of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized Stinson Petroleum
Company Inc.'s continued access to the cash collateral of
Community Bank.  Community Bank agreed to continue and extend the
postpetition financing from November 30, 2009, to December 15,
2009, and if necessary, up to and including December 22, 2009.

The Debtor related that it reached an agreement with World Fuel
Services, Inc. to provide postpetition financing beginning
December 15, 2009.

As reported in the Troubled Company Reporter on Oct. 29, 2009, the
bank will loan the Debtor $1.95 million on a revolving basis, of
which, the loan proceeds will be used solely for purposes of
operating the Debtor's business.

The interest rate, effective Sept. 29, 2009, for the postpetition
financing will be 8%.

The Court also ordered that all account receivable payments will
be forwarded to the lockbox established by the bank and under the
direction and control of Jabez Group, LLC as the Debtor's third
party analyst.

As reported in the Troubled Company Reporter on Aug. 27, 2009, the
Debtor owed $4,605,715, to Community Bank and admitted that the
bank hold valid, perfect and enforceable liens and security
interest in all of the prepetition collateral.

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.

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.


STINSON PETROLEUM: Creditors Panel Wants Ch. 11 Trustee Appointed
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Stinson Petroleum Company, Inc., asks the U.S. Bankruptcy
Court for the Southern District of Mississippi to direct for the
appointment of a Chapter 11 Trustee.

The Committee relates that the Debtor failed to fulfill its
fiduciary duties as debtor-in-possession.  The Committee adds that
the current management is unable or unwilling to do the job.

The Committee also states that:

   -- the Debtor failed to comply with the requests Section 341
      Meeting and Debtor's failure to comply with the requests of
      Robert C. Gravolet, the U.S. Trustee;

   -- the Debtor failed to provide financial information and file
      monthly operating reports;

   -- there are allegations that the Debtor is selling non-BP
      products postpetition to customers who own and operate
      businesses under the BP name; and

   -- the Debtor's inability to properly account prepetition for
      receivables indicates an inability on the part of management
      to operate a business of this size.  The Debtor's inability
      to do so postpetition indicates that the same problems
      exist.

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.


TAMARA COBOS-MENDEZ: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tamara Cobos-Mendez
        625 Encino Vista Dr
        Thousand Oaks, CA 91362

Bankruptcy Case No.: 09-26462

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: David A. St John, Esq.
                  Law Offices of David A St John
                  309 South A St
                  Oxnard, CA 93030-5804
                  Tel: (805) 486-8000
                  Fax: (805) 486-8855

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
7 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-26462.pdf

The petition was signed by Ms. Tamara Cobos-Mendez.


TARRAGON CORP: Can Sell Membership Interests to Ursa Development
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Tarragon Corporation and its debtor-affiliates to sell
their interest on certain real property development partnerships
to Ursa Development Group, LLC for $500,000, free and clear of
liens, claims and interests.

The Debtors will sell their membership interest on Block 102
Development, LLC, Block 114 Development, LLC, Thirteenth Street
Development, LLC, and TDC/Ursa, Hoboken Sales Center, LLC.

Pursuant to Section 363 of the Bankruptcy Code, the interest will
be sold and transfered to Ursa, provided that the sale of the
interest free and clear of all liens, claims and interest will not
impair T.D. Bank, N.A.'s rights as mortgagee of the real property
of Block 114 and TDC/Ursa Sales Center or TD Bank's rights under
its governing loan documents with Block 114 and TDC Ursa Sales
Center

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.


TARRAGON CORP: Gets Interim OK to Obtain DIP Loan with Westminster
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized, on an interim order, Tarragon Corporation and its
debtor-affiliates to:

   -- obtain $3,009,000 postpetition financing with Westminster
      DIP Funding LLC plus the amount to fund the Arko Termination
      Fee and the commitment fee; and

   -- grant adequate protection to Westminster.

A final hearing on the DIP loan will be held on December 10, 2009,
at 10:00 a.m. before the Court.

The Debtors need to obtain funds to continue operations and to
administer and preserve the value of their estates.  The Debtors
were unable to obtain unsecured credit.

The DIP lender agreed to provide financing, subject to, among
other things:

   1. the DIP lender will be granted and have a lien and security
      interest in the Arko termination fee ($375,000), which funds
      will be held by Arko's counsel, Greenberg Traurig, LLP, in
      escrow;

   2. the DIP protection will be subject only to the Carve Out;

   3. all DIP obligations will immediately be due and payable on
      January 22, 2010;

   4. the Debtor will file a plan of reorganization and disclosure
      statement; and the Court will enter an order confirming the
      plan by no later than January 7, 2010.

The loan is secured by first priority perfected liens and security
interests on property and assets of the Debtors' estates and with
priority over all administrative expenses.

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the official committee of unsecured creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TEXAS CLASSIC: Taps Jack N. Fuerst & Associates as General Counsel
------------------------------------------------------------------
Texas Classic Homes, LP, asks the U.S. Bankruptcy Court Southern
District of Texas for permission to employ Jack N. Fuerst &
Associates, P.C., as general counsel.

The firm will, among other things:

   a. prepare and file schedules and a statement of financial
      affairs;

   b. negotiate with creditors and handle routine motions as
      motions for relief from stay, cash collateral motions and
      other bankruptcy motions that will be filled in this case;
      and

   c. file objections to claims, if necessary.

Jack Nicholas Fuerst, Esq., a principal at the firm, tells the
Court that pre-bankruptcy, the firm received $3,039 retainer.

Mr. Fuerst adds that his hourly rate is $250 and $60 for
paralegals.

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

Mr. Fuerst can be reached at:

     Jack N. Fuerst & Associates, P.C.
     P.O. Box 79263
     Houston, TX 77279
     Tel: (713) 299-8221
     Fax: (713) 789-2606

Richmond, Texas-based Texas Classic Homes, LP, filed for Chapter
11 on November 3, 2009 (Bankr. S.D. Tex. Case No. 09-38472).
According to the schedules, the Company has assets of $10,293,577,
and total debts of $6,608,751.


THOMAS NICKERSON: Sec. 341 Creditors Meeting Set for Jan. 6
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Thomas E.
Nickerson, Jr.'s creditors on January 6, 2010, at 3:00 p.m. at
Flagler Waterview Building, 1515 North Flagler Dr Room 870, West
Palm Beach, FL 33401.

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.

Palm City, Florida-based Thomas E. Nickerson, Jr., dba Martin
County Marina, filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. S.D. Fla. Case No. 09-36481).  Brad
Culverhouse, Esq., at Brad Culverhouse Attorney At Law assists the
Debtor in his restructuring effort.  The Debtor listed $10,000,001
to $50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


TOUSA INC: Starwood Land Offers $61 Million for Florida Assets
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Tousa Inc. is seeking
approval from the Bankruptcy Court to sell its Florida assets for
$61.1 million to Starwood Land Ventures LLC, subject to higher and
better offers at an auction on Jan. 22.

According to the report, after Tousa decided to stop constructing
new homes and sell the assets, it solicited offers for the almost
3,500 home sites in Florida where construction hadn't yet begun.
Although other offers were received, the subsidiary of Greenwich,
Connecticut-based Starwood Capital Group LLC had the best
proposal, to be tested at auction.  The agreement with Starwood
also includes 36 completed model homes.

Tousa proposes a Jan. 15 deadline for competing bids.

The Bloomberg report added that, in a separate development, the
Official Committee of Unsecured Creditors is opposing a motion by
Tousa to stop a lawsuit by the committee against directors and
officers of Tousa's subsidiaries and Technical Olympic SA.  The
suit is based on the same events that enabled the committee to win
judgment against secured lenders on claims that loans made six
months before the Chapter 11 filing were fraudulent transfers.
The bankruptcy judge is requiring the lenders to post $700 million
in appeal bonds to stay enforcement of his October ruling that the
transactions were indeed fraudulent transfers voidable in
bankruptcy.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRI STAR MEDICAL: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tri Star Medical Group Inc.
        5524 Pacific Blvd
        Huntington Park, CA 90255

Bankruptcy Case No.: 09-39513

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Sung H. Shin, Esq.
                  3544 W Olympic Blvd, Ste 204
                  Los Angeles, CA 90019
                  Tel: (323) 730-2693

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

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

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

            http://bankrupt.com/misc/cacb09-39513.pdf

The petition was signed by Yong T. Lee, president of the Company.


TRIAD GUARANTY: Receives Non-Compliance Notice From NASDAQ
----------------------------------------------------------
Triad Guaranty Inc. disclosed that on December 2, 2009, it
received a notice from The NASDAQ Stock Market stating that the
Company was no longer in compliance with NASDAQ Listing Rule
5450(a)(1), which requires the Company's common stock to maintain
a minimum bid price of $1.00 per share.  NASDAQ will provide the
Company with a grace period of 180 calendar days, or until June 1,
2010, to regain compliance with Listing Rule 5450(a)(1).  The
minimum bid price must be equal to or greater than $1.00 for at
least 10 consecutive business days during the 180 day grace period
in order for the Company to regain compliance with Listing Rule
5450(a)(1).

As previously announced on November 16, 2009, the Company is also
not in compliance with NASDAQ Listing Rule 5450(b)(3)(C), which
requires the Company to maintain a minimum market value of
$15 million of its total outstanding shares of common stock
(excluding shares held directly or indirectly by officers,
directors or any beneficial owner of more than 10% of the
Company's total outstanding shares).  NASDAQ has provided the
Company with a grace period of 90 calendar days, or until February
9, 2010, to regain compliance with Listing Rule 5450(b)(3)(C).
The Minimum Market Value must be equal to or greater than
$15 million for at least 10 consecutive business days during the
90 day grace period in order for the Company to regain compliance
with Listing Rule 5450(b)(3)(C).

Due in part to the Company's belief that it will be unable to
regain compliance with at least Listing Rule 5450(b)(3)(C) prior
to the expiration of the grace period, (Mon)day the Company
notified NASDAQ of its intent to begin the process for delisting
its common stock from NASDAQ.  The Company's decision to
voluntarily delist also was based on the Company's (i) inability
to transfer its listing to another NASDAQ tier; and (ii) desire to
avoid the annual listing fee assessed by NASDAQ (typically on or
about January 1 of each year) on companies that have securities
listed on NASDAQ.  The Company intends to file a Form 25 with the
Securities and Exchange Commission notifying the SEC of its
decision to delist its common stock from NASDAQ.  Due to SEC and
NASDAQ notice requirements regarding the delisting process, the
earliest the Company may file the required Form 25 with the SEC is
December 17, 2009.

The Company currently expects that the delisting of its common
stock and the suspension of trading on NASDAQ will become
effective during the last week of December 2009.  Although the
Company has not formally arranged for listing or registration of
its common stock on another national securities exchange or for
quotation of its common stock in a quotation medium as of the date
of this release, the Company currently believes that its shares of
common stock will be quoted automatically on the Pink Sheets(R)
market following completion of the NASDAQ delisting process.  The
Company has posted notice of its intent to delist and its reasons
for doing so in the Investors section of its web site,
www.triadguaranty.com.

Triad Guaranty Inc.'s wholly owned subsidiary, Triad Guaranty
Insurance Corporation, is a nationwide mortgage insurer pursuing a
voluntary run-off of its existing in-force book of business.


TRONOX INC: Authorized to Reimburse Milbank Tweed
-------------------------------------------------
To recall, Tronox Inc. sought and obtained from the Court an order
authorizing them to reimburse due diligence expenses totaling
$2.5 million incurred by prospective lenders in connection with
the lenders' efforts to provide financing that would fund the
Debtors' obligations under a possible plan of reorganization.

Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells the Court that to successfully reorganize, the
Debtors must, among other things, obtain committed exit
financing.  The Debtors, he says, have made significant progress
in locating the financing.  Specifically, the Debtors have
provided an exit financing teaser to 96 parties, executed
confidentiality agreements with 11 new parties, in addition to
those parties already subject to confidentiality agreements
executed earlier in the Chapter 11 cases, engaged in numerous due
diligence calls, and held management meetings with five parties.

The Court issued an amended order on November 12, 2009, to
incorporate these additional provisions to the original order:

  (a) The Debtors are authorized to pay the reasonable and
      documented fees and out-of-pocket expenses of Milbank,
      Tweed, Hadley & McCloy LLP, counsel to an ad hoc
      committee of the Debtors' bondholders, for services
      rendered in connection with equity financing required for
      the Debtors' exit from Chapter 11 and the proposed
      standalone restructuring plan.  Any payments to Milbank
      will be considered Due Diligence Costs and will not cause
      the Debtors to exceed the $2.5 million aggregate amount
      authorized in the original order.

  (b) Prior to any request for payment from the Debtors, Milbank
      will serve a reasonably detailed invoice, by hand or
      overnight delivery, on:

      (1) Tronox Incorporated;
      (2) Kirkland & Ellis LLP;
      (3) Paul, Weiss, Rifkind, Wharton & Garrison LLP;
      (4) Pillsbury Winthrop Shaw Pittman LLP;
      (5) Cravath, Swaine & Moore LLP; and
      (6) the Office of the United States Trustee.

The Notice Parties will have 10 days after receipt of an invoice
to file an objection with respect to the payment of Due Diligence
Costs to Milbank.  At the expiration of the 10-day period, the
Debtors will be authorized, subject to the terms and conditions
of the Order, to pay Milbank 100% of the reasonable fees and
expenses listed in the invoice.

                         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: Gets Nod to Expand Ernst & Young Work
-------------------------------------------------
Tronox Inc. and its units obtained permission from the Court to
expand the scope of employment of Ernst & Young LLP to include
additional audit services directly related to Tronox Inc.'s sale
of certain of its assets, companies, or businesses.

The stalking horse asset and equity purchase agreement between
the Debtors and Huntsman Corporation requires Tronox, upon
Huntsman's request and at Huntsman's expense, to retain E&Y LLP
to provide Huntsman with audited historical financial statements
for the Acquired Business for fiscal years 2006, 2007 and 2008.
Because Huntsman has made the request, the Debtors seek to expand
the scope of their engagement of E&Y LLP to include the Carve-Out
Audit Services.  The AEPA obligates Huntsman to reimburse Tronox
for E&Y LLP's fees and expenses related to the Carve-Out Audit
Services.

Fees for the Carve-Out Audit Services will be based on these
hourly rates:

  Partner/Principal/Director           $528-$720
  Manager/Senior Manager               $363-$563
  Senior                               $254-$352
  Staff                                $172-$232

The Debtors will also reimburse E&Y LLP for any direct expenses
it incurs in connection with its retention and the performance of
the Carve-Out Audit Services.

Michael Sanner, a partner at Ernst & Young LLP, maintains that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

                         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: Equity Panel Has Nod to Tap Eureka & Young
------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of Equity
Holders to retain, nunc pro tunc to October 10, 2009, Eureka
Capital Partners, LLC, and Young & Partners LLC as financial
advisors in accordance with the terms in the Engagement Letter.

As financial advisors, Eureka/Young will:

  (a) become familiar with, and analyze, the business,
      operations, assets, financial condition and prospects of
      the Debtors;

  (b) advise the Equity Committee on the current state of the
      restructuring and capital markets;

  (c) assist and advise the Equity Committee in examining
      and analyzing any potential or proposed strategy for
      restructuring or adjusting the Debtors' outstanding
      indebtedness or overall capital structure, whether
      pursuant to a plan of reorganization, a sale of assets
      or equity under Section 363 of the Bankruptcy Code, a
      liquidation, or otherwise, including, where appropriate,
      assisting the Equity Committee in developing its own
      strategy for accomplishing a Restructuring;

  (d) assist and advise the Equity Committee in evaluating
      and analyzing the proposed implementation of any
      Restructuring;

  (e) evaluate and advise the Equity Committee with respect
      to the proposed terms and implementation of any sale of
      assets or other major disposition by the Debtors;

  (f) render other financial advisory services as may from
      time to time be agreed upon by the Equity Committee and
      Eureka/Young, including providing agreed expert testimony,
      and other expert and financial advisory support, related
      to any threatened, expected, or initiated litigation;

  (e) assist and advise the Equity Committee in evaluating
      any exit financing and the optimum structure for exit
      financing in connection with any plan of reorganization;

  (g) assist and advise the Equity Committee in examining
      and analyzing potential alternative, standalone strategies
      for restructuring or adjusting the Debtors' outstanding
      indebtedness or overall capital structure, including
      participating in negotiations over the terms of any
      standalone plan of reorganization; and

  (h) assist and advise the Equity Committee with regard to
      the financial impact of the proposed sale of the Debtors'
      assets, including the effect of postponing the sale and
      determining whether the allotted schedule affords
      sufficient time to meet the Debtors' financial goals.

Eureka/Young will be retained for a period of two months,
beginning October 10, 2009.  To the extent that the Equity
Committee requests additional services or wishes to extend the
duration of Eureka/Young's retention, Eureka/Young and the Equity
Committee may enter into additional engagement letters, as
necessary, and will file and serve a motion seeking an order from
the Court approving any additional engagement letters and,
together with the motion and a notice of hearing, serve the
engagement letters upon the Debtors, the United States Trustee,
the Creditors' Committee and all other parties required to be
served under the Bankruptcy Code, the Bankruptcy Rules and the
Local Bankruptcy Rules.

In the event the Court does not approve a sale of the Debtors'
assets on or about December 10, 2009, the retention will continue
without interruption on the same terms, including the payment of
compensation, until a hearing and determination by the Court
concerning a further extension provided that the Equity Committee
will make notice and application for a hearing on the continued
retention as soon as practicable after December 10th, but in any
event, the hearing will be held no later than January 11, 2010,
subject to further extensions as approved by the Court, as
necessary and appropriate for Eureka/Young to assist the Equity
Committee with regard to a reorganization or exit financing.

Monthly Fees will be paid to Eureka/Young in the amount of
$125,000 per month on the terms set forth in the Engagement
Letter for the Initial Retention Period.

Eureka/Young will be entitled to reimbursement of out-of-pocket
expenses incurred during the term of its retention, as set forth
in the Engagement Letter.

Additionally, Eureka/Young will be entitled to reimbursement of
direct travel and other out-of-pocket expenses incurred with
regard to travel to meet with the Debtors' management for the
purposes of due diligence which meeting took place in Oklahoma
City, Oklahoma on September 11, 2009 and for which expense
reimbursement will not exceed $1,694 for Eureka and $2,516 for
Young.

Eureka/Young will be entitled to seek payment for services
rendered and for reimbursement of expenses incurred during that
period from August 27, 2009 to October 9, 2009 upon application
to the Court.

All requests of Eureka/Young for payment of indemnity pursuant to
the Engagement Letter will be made by means of an application and
will be subject to review by the Court to ensure that payment of
the indemnity conforms to the terms of the Engagement Letter and
is reasonable based upon the circumstances of the litigation or
settlement in respect of which indemnity is sought; provided,
however, that in no event will Eureka/Young be indemnified if the
Debtors or a representative of the estates asserts a claim for,
and a court determines by final order that such claim arose out
of, Eureka/Young's own bad faith, self dealing, breach of
fiduciary duty, gross negligence, or willful misconduct.

Eureka/Young will not be entitled to the reimbursement of
attorneys' fees and expenses other than in connection with
indemnification.

Eureka/Young will not be engaging any independent contractors as
part of the engagement, any language regarding independent
contractors in the engagement Letter is deemed deleted in its
entirety.  To the extent the Eureka/Young wishes to retain
independent contractors, Eureka/Young will file a supplemental
retention application.

The first sentence of the last paragraph on page 4 of the
Engagement Letter is amended and restated in its entirety as:
"Eureka/Young has been retained under this agreement as an
independent contractor with no agency relation to the Debtors,
the Equity Committee, or to any other party, it being understood
that Eureka/Young [will] have no authority to bind, represent, or
otherwise act as an agent, executory, administrator, trustee,
lawyer, or guardian for the Debtors or the Equity Committee, nor
shall Eureka/Young have the authority (except in advising the
Equity Committee) to manage money or property of the Debtors."

Prior to the Court's entry of the order, the the Equity Committee
submitted to the Court its third proposed order on the retention
of Eureka/Young.

The Equity Committee noted that the third proposed order is
responsive to comments provided by the United States Trustee with
regard to the terms of the Application, as well as the concerns
and instructions raised by the Court, the Debtors, and the
Official Committee of Unsecured Creditors at the hearings held
October 30, 2009 and November 10, 2009.

The Equity Committee related that at the November Hearing, the
Court substantially approved the duration and terms of the
retention subject to subsequent agreement between the parties
over certain minor points.

The Equity Committee has engaged in discussions with the Debtors
and the Creditors' Committee regarding the terms of the Third
Proposed Order, particularly with regard to the timing and
duration of the engagement.  The parties have agreed in large
part on many of the revisions.

                         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: Donald Trump Sues SimBag Principals
--------------------------------------------------------
The Tampa Tribune's Shannon Behnken says Donald Trump sued
Frank Dagostino, Robert Lyons, Patrick Sheppard and Jody Simon,
principals of SimBag/Robel LLC, for not making payments in the
U.S. District Court in Tampa.

Mr. Trump is seeking for each of the defendants to pay $63,500,
plus attorney's costs, Ms. Benhken notes.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TRUMP ENTERTAINMENT: Beal Bank Files Competing Plan
---------------------------------------------------
Secured creditors Beal Bank and Beal Bank Nevada filed December 4
a competing reorganization plan for Trump Entertainment Resorts
Inc.

Beal Bank believes that the Debtors need to raise additional
capital to remain competitive in the Atlantic City gaming market.
Given that competition among casino and hotel operators in the
Atlantic City market is intense and increasing, a significant
amount of working capital is required to maintain a competitive
advantage.

The Beal Plan contemplates the contribution of $225 million of new
equity capital to reorganized Trump Entertainment in the form of a
rights offering to be backstopped by Beal, in exchange for an
allocation of 3.829% of the membership interests in Reorganized
TER Holdings.

Under the Plan, Beal Bank, which is owed $485 million secured by a
first priority lien on substantially all the Debtors' assets, will
reduce its first-lien debt to $100 million and convert the
remainder into 55.5% of the new stock.
]
The Beal Plan gives second lien noteholders and unsecured
creditors $13.9 million cash or 2% of the new stock.  Second-lien
debt holders and unsecured creditors can purchase 32.5% of the
equity in the $225 million rights offering.  Second lien
noteholders are expected to recover 1.1% while unsecured creditors
are to recover less than 1% of their claims.

Existing equity will be extinguished.

A copy of the Beal Plan is available for free at:

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

A copy of the Beal Disclosure Statement is available for free at:

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

The disclosure statement explaining the Beal Plan is scheduled for
consideration at a Dec. 14 court hearing.  The disclosure
statement explaining a competing plan by noteholders has already
been approved by the Bankruptcy Court.

                        Noteholders Plan

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.

Certain of the holders of the Debtors' 8-1/2% Senior Secured Notes
due 2015 in the outstanding principal amount of $1.25 billion
filed a Chapter 11 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.  Mr. Trump
will also waive claims against Trump Entertainment in excess of
$100 million.

Under the Noteholders Plan, noteholders would get 70% of the
equity in the casinos by investing $225 million through a rights
offering available to holders of the second-lien notes.  For
backstopping the offering, the noteholder group would receive a
fee equal to 20% of the new equity.  Unsecured creditors and
second-lien debt holders under the Noteholders Plan are in line
for 5 percent of the new equity for an estimated 1.4%.  The
bondholder would sell one of the three casinos for $75 million to
Coastal Marina LLC, a company controlled by Richard T. Fields.

The withdrawal by Mr. Trump prompted Beal Bank to file its own
plan.  The Debtors have already conveyed support for the
Noteholders Plan.

                   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.


TRW AUTOMOTIVE: Moody's Assigns 'Ba3' Rating on Senior Facilities
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to TRW Automotive,
Inc.'s new senior secured bank credit facilities.  In a related
action Moody's affirmed TRW's Corporate Family and Probability of
Default ratings at B3, and affirmed the ratings on the existing
senior unsecured notes at Caa1.  The Speculative Grade Liquidity
Rating also was affirmed at SGL-3.  The rating outlook is stable.

This transaction completes a series of actions taken by TRW to
position its capital structure for the challenges of a recovery in
global automotive markets.  The new senior secured bank credit
facilities, along with some of the cash retained from TRW's recent
note offerings, will be used to pay off the company's existing
senior secured term loans.  Concurrent with this transaction, TRW
will amend its revolving credit facilities to extend the
maturities of approving banks in exchange for a reduction in their
commitment amounts.  The amended revolving credit commitments are
expected to approximate $1.2 billion.  The new bank credit
facilities also are expected to include reduced term loan A
amortization, and extend the term loan maturities to 2015 and
2016.  Over the long-term, the transaction shifts a significant
portion of TRW's debt maturity profile beyond the years 2012-2014,
alleviating refinancing risk.  Moody's projects that approximately
$54 billion of speculative grade U.S. non-financial rated debt
will require refinancing in 2012.

Over the near-term, Moody's expects an uneven regional recovery
for the automotive parts supplier industry.  The North American
automotive retail market is expected to increase 15% off of
extraordinarily weak 2009 levels.  North America accounts for
about 30% of TRW's revenues.  However, the European automotive
market, which accounts for about 56% of TRW's revenue, is expected
to decline by about 9%.  Other market pressures, including
consumer buying preferences away from SUVs and light trucks,
customer concentrations, and additional OEM restructuring actions,
are expected to challenge industry conditions.  However, TRW's
restructuring initiatives along with the company's competitive
position in safety products have stabilized the company's credit
metrics, strengthened liquidity, and support the current B3
Corporate Family Rating.

Rating assigned:

* Ba3 (LGD1, 8%) for the amended combined senior secured domestic
  and global revolving credit, and new senior secured term loan
  facilities;

Ratings affirmed:

* B3, Corporate Family Rating;

* B3, Probability of Default;

* Speculative Grade Liquidity Rating at SGL-3

* Ba3 (LGD2, 12%) for the remaining amounts of the senior secured
  domestic and global revolving credit facilities;

* Caa1 (LGD4, 62%) for the $250 million senior unsecured notes due
  2017

* Caa1 (LGD4, 62%) for the $500 million senior unsecured notes due
  2014;

* Caa1 (LGD4, 62%) for the Euro 275 million senior unsecured notes
  due 2014;

* Caa1 (LGD4, 62%) for the $600 million senior unsecured notes due
  2017;

The ratings on the existing senior secured bank credit facilities
will be withdrawn upon their refinancing.

TRW's convertible note is not rated by Moody's.

The last rating action was on November 18, 2009, when Caa1 ratings
were assigned to the new senior unsecured notes.

TRW Automotive, Inc., headquartered in Livonia, MI, is among the
world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  The company has four operating segments:
Chassis Systems, Occupant Safety Systems, Automotive Components,
and Electronics.  Its primary business lines encompass the design,
manufacture, and sale of active and passive safety related
products.  Revenues in 2008 were approximately $15.0 billion.


TWIN VEE: Court Transfer All Assets to Roger Dunshee
----------------------------------------------------
A federal bankruptcy court has transferred all Twin Vee Boats
Inc.'s assets to original and founder Roger Dunshee.  The company
will operate under a new name, Twin Vee Catamarans Inc., reports
Nadia Vanderhoof at TCPalm.

Ms. Vanderhoof notes Mr. Dunshee sold it majority share in the
company in 2003 Stonehenge Capital.

Based in Port St. Lucie, Florida, Twin Vee, Inc., filed for
Chapter 11 protection on February 9, 2009 (Bankr. S.D. Fla. Case
No. 09-12214).  Jason E Slatkin, Esq., represents the Debtor in
its restructuring effort.  In its petition, the Debtor listed both
assets and debts of between $1 million and $10 million.


UNIFI INC: Langone, Invemed Disclose 2.40% Equity Stake
-------------------------------------------------------
Kenneth G. Langone, Invemed Associates, LLC, and Invemed Catalyst
Fund, L.P., disclosed that they beneficially own in the aggregate
1,487,900 shares or roughly 2.40% of the common stock of Unifi
Inc.

The Troubled Company Reporter said Unifi on November 25, 2009,
entered into a Stock Purchase Agreement with Invemed Catalyst
Fund, L.P.  Pursuant to the Stock Purchase Agreement, the Company
agreed to purchase 1,885,000 shares of its common stock from the
Fund for an aggregate purchase price of $4,995,250.  The Company
and the Fund negotiated the per share purchase price of $2.65 per
share based on an approximately 10% discount to the closing price
of the Company's common stock on November 24, 2009.

Mr. Langone, a member of the Company's board of directors, is the
principal stockholder and Chief Executive Officer of Invemed
Securities, Inc., which is a managing member of Invemed Catalyst
GenPar, LLC, the general partner of the Fund.  William M. Sams, a
member of the Company's board of directors, is a limited partner
of the Fund. Neither Mr. Langone nor Mr. Sams was involved in any
decisions by the board of directors of the Company or any
committee thereof with respect to the stock purchase transaction
set forth herein.  Immediately following the purchase, Mr. Langone
will continue to beneficially own 1,757,900 shares of the
Company's common stock, or 2.9% of the total outstanding shares,
and Mr. Sams will continue to beneficially own 5,420,000 shares of
the Company's common stock, or 9.0% of the total outstanding
shares of the Company's common stock.

                          About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service revised Unifi, Inc.'s ratings outlook to
stable from negative.  Moody's affirmed the company's Caa1
Corporate Family and Probability of Default Ratings, and the Caa2
rating on its senior secured notes due 2014.


UNITED MARITIME: Moody's Assigns Corporate Family Rating at 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned ratings to United Maritime
Group, LLC; corporate family and probability of default, each of
B2.  Moody's also assigned a rating of B3 to the planned issuance
of $200 million of Second Lien Senior Secured Notes due 2016.  The
outlook is stable.  These are first time ratings of UMG.

UMG, through its wholly-owned operating companies, is a Jones Act
qualified, dry bulk shipping company with a presence in both the
blue water and brown water trades.  UMG was wholly-owned by TECO
Energy Inc. (Baa3, stable outlook) until December 2007, when it
became an independent company upon its buyout by a group of
private investors and its management.  TECO remains the largest
customer of UMG.  The proceeds of the rated notes and a
substantial drawing under a new $150 million asset-based revolving
credit facility due 2013 (not rated) will fund the refinancing of
the company's current all bank debt structure.

The B2 corporate family rating reflects Moody's expectation that
UMG will sustain positive free cash flow generation in 2010 and
subsequent years, allowing the company to comfortably cover the
interest obligations of the new debt structure.  Moody's expects
UMG to apply free cash flow to debt reduction, leading to an
improving credit metrics profile that becomes more indicative of
the B2 rating category.  Significant customer concentration and
the potential of debt-funded acquisitive growth weigh on the
rating outcome.  However, the larger customers, including the U.S.
Government, have maintained decades-long relationships with the
company, supporting the anticipation of a continuing book of
business.  The company's shipping operations focus mainly on coal
and pet-coke cargoes and UMG is also a participant in the U.S.
Government's PL-480 international food aid program.  Its coal
distribution terminal, strategically located near the mouth of the
Mississippi river, should enhance UMG's value proposition when
bidding on new business.  Moody's expects UMG to maintain good
liquidity.

Although contract terms with its largest customer, TECO, will
likely result in some tonnage reductions over time, UMG should
maintain an overwhelming majority of its current book of business
and should be able to effectively compete for new business awards.
Because a portion of the company's business is under long term
contracts, the stable rating outlook anticipates that earnings and
cash flows will not face substantial downwards pressure from
freight rates.  The outlook could be changed to positive if UMG is
able to significantly and organically grow its revenue base to
above $500 million while maintaining its EBITDA margins close to
current levels.  Debt to EBITDA sustained below 4.7 times and FFO
+ Interest to Interest sustained above 3.0 times could also lead
to a positive rating action as could Retained Cash Flow to Net
Debt of above 15%.  The outlook could be changed to negative or
the ratings directly downgraded should UMG execute an acquisitive
growth strategy that results in an increase in the debt balance
and delays the planned de-levering of the capital structure.
Debt-funded returns to shareholders could also lead to a negative
rating action as could the inability to timely replace any
contracted business that becomes lost.  Debt to EBITDA sustained
above 5.5 times, FFO + Interest to Interest that remains below 2.1
times or Retained Cash Flow to Net Debt that is sustained below
ten percent could also lead to a ratings downgrade.

Assignments:

Issuer: United Maritime Group, LLC

  -- Probability of Default Rating, Assigned B2
  -- Corporate Family Rating, Assigned B2
  -- Senior Secured Regular Bond/Debenture, Assigned B3, LGD4, 69%

United Maritime Group, LLC, headquartered in Jacksonville,
Florida, is a niche provider of blue water and brown water, Jones
Act dry-bulk shipping services.


VALLEY SPORTS CLUB: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Valley Sports Club Inc.
        100 Elm Rd
        Lincolnshire, IL 60069

Bankruptcy Case No.: 09-46195

Chapter 11 Petition Date: December 7, 2009

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Arnold G. Kaplan, Esq.
                  Law Offices Of Arnold Kaplan Ltd
                  20 N Clark Street, #1725
                  Chicago, IL 60603
                  Tel: (312) 443-1667
                  Fax: (312) 372-6067
                  Email: akaplan1616@aol.com

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

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

According to the schedules, the Company has assets of $2,673,244,
and total debts of $4,776,913.

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.


VERMILLION INC: Shareholders Want to Vote on Plan
-------------------------------------------------
According to Bill Rochelle at Bloomberg News, holders of 900,000
shares of stock issued by Vermillion Inc. are seeking a ruling by
the Bankruptcy Court that they are entitled to vote on the
proposed reorganization plan.  The Company is not soliciting votes
from shareholders because they will retain their interests, and
thus are unimpaired under the Plan.  However, the shareholders are
arguing that the Plan represents the potential for a "massive
dilution".  They point to the management stock incentive plan
coupled with the conversion of debt to equity which could dilute
their holdings by more than half.

The Plan calls for holders of $2.365 million in 4.5% notes to be
paid in cash or elect to take new stock.  The holders of $12.1
million in 7% unsecured notes can choose between having the debt
reinstated or taking new stock.  Existing shareholders would
retain their stock while $2 million in unsecured debt would be
paid in full.

The confirmation hearing for approval of the plan is tentatively
set for Jan. 7.

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Francis A. Monaco Jr., Esq., and Mark L.
Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rie, PLLC,
represent the Debtor as counsel.  At September 30, 2008, the
Debtor had $7,150,000 in total assets and $32,015,000 in total
liabilities.


W HOTEL: Sold to LEM for $2-Mil. at Foreclosure Auction
-------------------------------------------------------
Dow Jones Newswires' Lingling Wei says Dubai World's Istithmar
World Capital lost W Hotel Union Square in Manhattan to a
foreclosure auction Tuesday.

Istithmar, Dubai World's private-equity arm, acquired the property
for about $282 million in 2006.  On Tuesday, the property was sold
for $2 million.

Dow Jones says the W Hotel in October defaulted on $117 million in
junior debt.  The $115 million first mortgage, sliced into
commercial mortgage-backed securities, was transferred in
September to a special servicer in charge of handling loans in
danger of imminent default.

"When the foreclosure auction was scheduled, most observers
expected the only bidder to be LEM Mezzanine, a private-equity
fund affiliated with well-known property-investment firm Lubert-
Adler Partners.  LEM is the most junior creditor among three
investors that bought the $117 million in mezzanine debt,"
according to Dow Jones.

Dow Jones says Herbert Miller, co-founder of LEM, made the first
bid -- $100,000, or the minimum offer required at such an auction.

According to Dow Jones, in a last-ditch effort to salvage Dubai
World's investment, Harvey Strickon, Esq., at Paul, Hastings,
Janofsky & Walker LLP, representing Istithmar, immediately
followed with a $200,000 bid.  After several more rounds of
bidding, Mr. Strickon stood up and said "$2.1 million."

Dow Jones notes there was one condition attached to the offer: Mr.
Strickon said the bid would depend on Istithmar's ability to get
assurances it wouldn't have to pay anything to bring the hotel's
debts back to current status.  The auctioneer called a break, with
both parties going into a closed-door meeting.  No agreement was
reached.

Dow Jones relates that when the auction resumed, Kevin O'Shea,
Esq., at Allen & Overy LLP representing LEM, rejected the
Istithmar lawyer's suggestion that the private-equity arm
shouldn't be required to cure any default on the senior debt,
saying curing the debt could be required by an agreement between
creditors and LEM has no authority to change the terms.

Dow Jones says a few minutes after another meeting -- this time
involving Istithmar representatives and the private-equity arm's
lawyer -- the auctioneer declared LEM the winner, with a bid of $2
million.  LEM could have bid as much as its debt holding of $20
million without putting in any actual cash.  Mr. Strickon declined
to comment after the auction, Dow Jones says.

Dow Jones says LEM will now have to cure any defaulted loans that
are in line ahead of its debt.  The two other pieces of mezzanine
debt, totaling $97 million, are held by DekaBank Group of Germany
and Sandleman Partners, a New York hedge fund.  LEM also needs to
keep the first mortgage current after taking over the property.

Dow Jones recalls Istithmar spent about $50 million in cash and
borrowed $232 million to buy a 90% stake in the hotel in October
2006.  In June, Istithmar bought the remaining stake from UBS AG
for about $4 million, or about two-thirds of its original value,
Dow Jones says, citing a person familiar with the matter.  UBS
acquired the stake in 2007 from Island Capital Group, a New York
real-estate firm founded by Andrew Farkas, a longtime outside
adviser to Istithmar.

According to Dow Jones, Realpoint LLC, a credit-rating company,
estimates that the hotel is now worth $137.5 million.


WALKING COMPANY: Files for Voluntary Chapter 11 in Santa Barbara
----------------------------------------------------------------
The Walking Company Holdings, Inc., filed for voluntary Chapter 11
Bankruptcy Protection in Santa Barbara, CA.  The Walking Company
is seeking to shed its unprofitable stores and emerge from Chapter
11 in early 2010.

Early in 2009, The Walking Company implemented a major
restructuring in order to try to survive the difficult retail
environment.  As a result of rapidly expanding its store chain
between 2005 and 2008, the vast majority of the lease rents for
The Walking Company's stores are now, in the current weak economic
environment, at or above the market rates for malls across the
United States.  While the restructuring was successful on most
fronts, The Walking Company was largely unsuccessful getting its
landlords to adjust the occupancy costs under its leases.  Filing
for Chapter 11 will allow the Company to shed its unprofitable
stores and emerge financially strong and able to weather this
tough retail cycle.  The Walking Company plans to file its plan of
reorganization within the next few weeks.

"This action is an unfortunate but necessary and responsible step
to preserve The Walking Company's value for its secured creditors,
vendors, landlords, additional creditors and employees in light of
the ongoing challenging retail environment," said Andrew Feshbach,
CEO of The Walking Company.  Feshbach stated further, "We believe
our business model is sustainable in today's world, despite
declining consumer spending and mall traffic at present.  However,
the unfortunate timing of our rapid expansion caused us to enter
into lease commitments at what now appears to be the high water
mark for retail space.  The chapter process will allow us to shed
our unprofitable stores and go forward as a financially viable
retailer."

The Company's Chapter 11 counsel is Arent Fox LLP and the
Company's financial advisor is Clear Thinking Group LLC.

                     About Walking Company

The Walking Company Holdings, Inc. (the "Company") consists of its
The Walking Company and Big Dogs subsidiaries.  The Walking
Company is a leading independent specialty retailer of high-
quality, technically designed comfort footwear and accessories
that features premium brands such as ECCO, Dansko, UGG Australia,
MBT and Aetrex, among many others. These products have particular
appeal to one of the largest and most rapidly growing demographics
in the nation.  The Walking Company operates over 210 stores in
premium malls across the nation.  Big Dogs develops, markets and
retails a branded, lifestyle collection of unique, high-quality,
popular-priced consumer products, including active wear, casual
sportswear, accessories and gifts.


WALKING COMPANY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Walking Company
          dba Alan's Shoes
          dba Footworks
          dba Overland Trading Co
          dba Sole Outdoors
          dba Martini Shoes
          dba TWC Acquisition Corporation
        121 Gray Avenue
        Santa Barbara, CA 93101-0000

Bankruptcy Case No.: 09-15138

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
Big Dog USA, Inc.                          09-15137

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

About the Business:

Debtors' Counsel: Andy Kong, Esq.
                  Arent Fox LLP
                  555 W Fifth St, Ste 4800
                  10900 Wilshire Blvd., Ste 500
                  Los Angeles, CA 90013
                  Tel: (213) 443-7554
                  Fax: (213) 629-7401
                  Email: Kong.Andy@ArentFox.com

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

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

Debtor's List of 20 Largest Unsecured Creditors:

            http://bankrupt.com/misc/cacb09-15138.pdf

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                   Nature of Claim        Claim Amount
   ------                   ---------------        ------------
Deckers Outdoor Corp.       Trade                  $2,351,462
495-A South Fairview
Goleta, CA 93117

Ken Atchison                Note Holder            $1,722,169
20380 Riverbrooke Run
Estero, FL 33928

Simon Property Group        Landlord               $1,542,967
747 Third Avenue,
21st Floor
New York, NY 10017

General Growth              Landlord               $1,215,019
Properties, Inc.
110 N Wacker Drive
Chicago, IL 60606

Dansko Inc.                 Trade                  $652,771
Penn Business Park,
8 Federal Road
West Grove, PA 19390

Westfield Corporation       Landlord               $573,289
Inc.
11601 Wilshire Blvd,
12th Floor
Los Angeles, CA 90025

Macerich                    Landlord               $458,631
401 Whlshire Boulevard
Santa Monica, CA 90401

Taubman Centers             Landlord               $308,469
200 E. Long Lake Rd
Bloomfield Hills,
MI 48303

UPS                         Trade                  $300,000
1514 N Graham Street
Charlotte, NC 28206

Erin Anderson and Keith     Wage & Hour Class      $225,000
Park, Plaintiffs and        Lawsuit
Class Representatives,
c/o Westrup Klick LLP

Ecco USA Inc.               Trade                  $174,227

Townsgate Road LLC          Landlord               $124,415

Atlantic City Associates    Landlord               $121,471
c/o Perskie Mairone
Brog & Baylinson, PC

CBL and Associates          Landlord               $119,155
Properties, Inc.

TKC XCIX, LLC               Landlord               $101,472

Forest City Enterprises     Landlord               $96,739

Pyramid Management Group    Landlord               $89,626

Aetrex Worldwide Inc.       Trade                  $83,413

Freeland Realty             Landlord               $82,491

MBT-Masai USA Corp.         Trade                  $74,384

The petition was signed by Anthony J. Wall, executive vice
president of the company.


WOODY MEDLOCK: Faces Forfeiture Sought by DA Over Healthcare Fraud
------------------------------------------------------------------
April Wortham, staff writer at Nashville Business Journal, says
U.S. attorneys with the Middle District of Tennessee sought the
forfeiture of a 2005 Corvette and 2008 Harley Davidson belonging
to Woody and Kathy Medlock, as well as $114,232 that agents seized
from the couple's bank accounts in August.  Investigators claim
the Medlocks together their son and employees at Murfreesboro
Ambulance Service, engaged in a conspiracy to commit healthcare
fraud costing the government more than $434,900 over a two-year
period.

Woody and Kathy Medlock filed for Chapter 11 bankruptcy, claiming
$1.7 million in liabilities against $1.3 million in assets.


WORLDGATE COMMUNICATIONS: Posts $1.9 Million Net Loss in Q3 2009
----------------------------------------------------------------
WorldGate Communications, Inc., reported a net loss of
$1.9 million on net revenues of $97,000 for the three months ended
September 30, 2009, compared with net income of $23,000 on net
revenues of $1.2 million for the same period in 2008.

The decrease in net revenues primarily reflects reduced shipments
of product and reduction in service provided to Aequus
Technologies Corp.  In October 2008, Aequus failed to pay to
WorldGate $953,000 owed to WorldGate for the purchase of video
phones, and as a result the Company terminated its reseller
agreement with Aequus.

Results for the prior year quarter include income from service fee
contract termination of roughly $1.1 million, and consists of
payments from Aequus for the elimination of previously agreed
service fees, which the Company realized over a ten month period
ending January 2009.

For the nine months ended September 30, 2009, the Company reported
a net loss of $18.5 million on net revenues of $1.5 million,
compared with a net loss of $4.0 million on net revenues of
$2.6 million for the same period last year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $63.2 million in total assets, $3.6 million in total
liabilities, and $59.6 million in total stockholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4b49

                      Going Concern Doubt

The Company has incurred recurring net losses and has an
accumulated deficit of $287.9 million, stockholders' equity of
$59.6 million and working capital of $8.4 million as of
September 30, 2009.  These factors as well as the uncertainty in
raising additional funding raise substantial doubt about the
Company's ability to continue as a going concern as of
September 30, 2009.

                  About WorldGate Communications

Based in Trevose, Pa., WorldGate Communications (OTCBB: WGAT.OB) -
- http://www.wgate.com/-- provides digital voice and video phone
services and next generation video phones.  WorldGate is currently
in the process of transforming the Company from a manufacturer of
high quality consumer video phones, into a service operating
company that also provides "turn-key" digital video and voice
phone services directly to end using customers.


W.R. GRACE: Asbestos Representative Hires Lincoln as Advisor
------------------------------------------------------------
David T. Austern, the Court-appointed legal representative for
future asbestos personal injury claimants in the Chapter 11 cases,
obtained the Court's authority to retain Lincoln Partners Advisors
LLC as his financial advisor, effective September 1, 2009.

In September 2004, the Court authorized Mr. Austern to retain, as
financial advisor, Joseph J. Radecki, Jr., then employed by CIBC
World Markets.  Mr. Radecki and his team resigned from CIBC and
joined Piper Jaffrey & Co, which Mr. Austern retained in May 2006.
In March 2008, Mr. Radecki began rendering financial advisory
services to the FCR through Tre Angeli LLC, of which he was the
sole member and employee, pursuant to separate retention
agreements.  Mr. Radecki joined Lincoln Partners as a Managing
Director, effective as of September 1, 2009.

Given Mr. Radecki's familiarity with the Debtors' cases, and with
the concerns and issues important to the FCR and to the Asbestos
PI Claimants who may assert claims or demands in the future,
Mr. Austern intends to continue to receive Mr. Radecki's services
through Lincoln Partners effective as of September 1, 2009.

John C. Phillips. Jr., Esq., at Phillips, Goldman & Spence, P.A.,
in Wilmington, Delaware, as counsel to Mr. Austern, relates that
contemporaneously with the Application, the FCR is terminating, by
consent, the engagements of (i) Tre Angeli, effective as of August
31, 2009, and (ii) Piper Jaffrey, effective as of October 31,
2009.

As financial advisor, Lincoln will:

  (a) assist the FCR in analyzing and reviewing the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors;

  (b) advise the FCR with respect to a proposed restructuring of
      the Debtors and implementation of a trust as contemplated
      under Section 524(g) of the Bankruptcy Code, including
      analyzing, negotiating and effecting a plan of
      reorganization or recapitalization for the Debtors, and,
      to the extent necessary, performing valuation analyses on
      the Debtors and their assets;

  (c) evaluate the financial effect of the implementation of any
      plan of reorganization upon the assets or securities of
      the Debtors; and

  (d) any other tasks as mutually agreed upon by Lincoln and the
      FCR.

Pursuant to a Retention Agreement between Lincoln and the FCR,
Lincoln will receive cash fee of up to $50,000 per month for
September and October 2009.  Following the termination of the
FCR's engagement with Piper, Lincoln may receive up to $75,000 a
month thereafter, payable monthly in arrears.

In addition, Lincoln will be reimbursed for reasonable out-of-
pocket expenses.  The FCR expects Lincoln to coordinate their work
with the FCR's other professionals to avoid any duplication of
effort or expenses.

Mr. Radecki ascertains that Lincoln does not represent any other
entity having an adverse interest in connection with these cases,
and that the firm is a "disinterested person" disinterested person
as the term is defined in Section 101(14).

                         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 Nod for Stipulation With Austin Quality
--------------------------------------------------------
W.R. Grace & Co., Inc., and its units obtained approval from the
Court of a stipulation they entered into with Austin Quality
Foods, Inc., to resolve Austin's Claim No. 13652, which relates to
the Debtors' obligations arising from environmental contamination
at a property in Cary, North Carolina.  The Site was subject to
remediation, pursuant to a Letter of Understanding and Agreement
between the Debtors and Austin in June 1999.

Specifically, Claim No. 13652 is an unsecured, non-priority claim
arising from environmental response costs with respect to Austin's
remediation of the Site.  Austin asserts a contingent,
unliquidated amount.

According to Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, Austin initially proposed a
settlement of $9.63 million to be allocated equally between the
Debtors and Austin.  However, the Debtors disputed the assumptions
and methodology employed by Austin in calculating the Settlement
Proposal.

Subsequent to negotiations, the Debtors and Austin reached a
Stipulation in July 2009, which provides that:

  (1) Claim No. 13652 will be allowed as an unsecured,
      prepetition, non-priority claim for $2,558,000, and all
      remaining amounts outlined in or relating to the Claim
      will be disallowed and expunged.

  (2) Claim no. 13652 will be paid in the same manner as all
      other similarly situated general unsecured claims pursuant
      to the Debtors' First Amended Plan of Reorganization,
      except with respect to the payment of interest.

  (3) Austin will not be entitled to pre- or postpetition
      interest on Claim No. 13652 with respect to any period
      prior to the effective date of the Plan.

According to Ms. Jones, the Debtors' environmental experts believe
that the Settlement amount of $2,558,000 is fair and reasonable.
Accordingly, the Stipulation is within range of litigation
possibilities.

Approval of the Stipulation benefits the public because it will
support the remediation of the Site and provide additional funding
for Austin to complete the Remediation, Ms. Jones emphasizes.

                         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: Stipulation Resolving Superfund Site Obligations
------------------------------------------------------------
W.R. Grace & Co., Inc., informed the Court and parties-in-interest
that they entered into a Sutton Brook Disposal Area Superfund Site
Participation Agreement, effective August 31, 2009, with the
Massachusetts Department of Environmental Protection, which
settlement provides "a favorable resolution to the Debtors'
potential liabilities arising from the Site.

The Agreement specifically:

  (1) defends against, and respond efficiently to, claims that
      have been and may be asserted by the United States, the
      Commonwealth of Massachusetts or others in connection with
      the Site;

  (2) allocates common expenses, including, without limitation,
      technical, administrative, legal and other costs incurred
      in connection with the Site;

  (3) memorializes terms and resolves claims with respect to the
      Site; and

  (4) fosters cooperation in executing the terms of the
      Agreement.

The Debtors are currently negotiating a consent decree with the
United States Environmental Protection Agency and the MDEP,
according to Laura Davis Jones, Esq., Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware.

The Agreement also fixes the Debtors' obligations, including a
cash payout with respect to the Site in the amount of
approximately $89,707, Ms. Jones says.  The Payout will become an
allowed claim once the consent decree with the EPA and MDEP has
become effective.

The Cash Payout will be classified as an allowed, unsecured,
prepetition, non-priority claim payable pursuant to the terms of a
confirmed Chapter 11 Plan of Reorganization in the Debtors' cases.

                         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)


WYNDEHAVEN TERRACE BANQUET: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Wyndehaven Terrace Banquet Facilities, Inc.
        12716 Cutten Road
        Houston, TX 77066

Bankruptcy Case No.: 09-39354

Chapter 11 Petition Date: December 7, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  Attorney at Law
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  Email: mccluremar@aol.com

Estimated Assets:

Estimated Debts:

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Merih O. Zapata, president of the
Company.


ZIX CORPORATION: To Exit e-Prescribing Business
-----------------------------------------------
Zix Corporation announced on Tuesday its intent to wind down the
Company's e-Prescribing business in an orderly manner after it has
fully satisfied all contractual commitments.  During the wind-down
process, which could take up to one year to conclude, ZixCorp
intends to honor all existing contractual obligations to customers
and others, while continuing to operate the technology and provide
ongoing support.

The Company previously announced, and has now completed, a full
strategic review of the e-Prescribing business and explored its
viability and contribution to increasing shareholder value.  The
Board of Directors and management determined the decision to exit
the e-Prescribing business was in the best interests of the
Company and its shareholders and will allow increased resources
and focus to be committed to its larger segment -- Email
Encryption.  The Company believes its encrypted email business is
well-positioned for growth given its leadership position in the
industry and recent positive developments in the market, including
the expansion of HIPAA regulations under the American Recovery and
Reinvestment Act of 2009, the financial stimulus law enacted
earlier this year.

                       About Zix Corporation

Based in Dallas, Texas, Zix Corporation (Nasdaq: ZIXI) --
http://www.zixcorp.com/-- provides hosted email encryption
services.  ZixCorp's directory connects more than 18 million
members and includes more than 20 state banking regulators, more
than 1,100 financial institutions, more than 1,000 hospitals and
more than 30 Blue Cross Blue Shield organizations.


* Current Loan Modification Programs Won't Solve Strategic Default
------------------------------------------------------------------
With an estimated 29% of all U.S. mortgages, or 15 million homes,
currently in a position of negative equity, the issue of strategic
mortgage default is fast becoming one of the biggest problems
faced by mortgage security investors, loan owners and servicers as
well as the current administration.  According to a new white
paper released December 7 by Loan Value Group LLC, however,
existing solutions for the mortgage industry's strategic default
crisis can't solve the problem because they are too cumbersome, a
burden on the servicers, and ignore the consumer's behavioral
response to the problem of negative equity.

The white paper, authored by Alex Edmans, Assistant Professor of
Finance at The Wharton School of the University of Pennsylvania,
addresses the behavioral aspects of strategic default in terms of
an approach that provides incentives for borrowers to remain
current on their mortgages without the need to reduce principal
through a loan modification.

Professor Edmans, who is an academic advisor to LVG as well as a
behavioral economist and noted expert in incentive structures,
said, "The government and loan owners are currently pursuing a
number of existing solutions to default.  However, they have so
far proven to be ineffective for two main reasons.  First, certain
solutions are founded on the idea that default occurs because
households have no choice due to insufficient income, and thus
fail to address default that is a rational choice that depends on
the homeowner's balance sheet.  Second, certain solutions face
substantial practical hurdles to implementation."

In the white paper, Professor Edmans notes that existing loan
modification programs -- whether initiated by the government or by
the lender -- are inherently ineffective:

   -- First, they entail a significant amount of costs, including
      legal and documentation fees for the new legal contract, a
      re-underwriting process, and closing costs.  In addition,
      they require the use of existing mortgage servicing
      resources, which are currently under extreme pressure due to
      the crisis.  This pressure is likely to increase as the
      crisis intensifies.

   -- Second, each of the two types of modifications involves
      their own issues.  Payment reductions/holidays or loan
      restructurings to increase affordability (e.g. HAMP) do not
      address the issue that, even if a homeowner is able to pay,
      he may choose not to do so and walk away.  Principal
      forgiveness triggers a full and immediate write-down to the
      value of the loan, which deters lenders from offering them.
      As such, the uptake of both types of modification has been
      limited.

   -- The lack of effective, systemic results to date by lenders
      and servicers argues for a new approach that aligns the
      interest of the borrower with the mortgage owner.  First,
      since default is a discretionary, rational choice made by
      the homeowner, an effective solution must provide
      incentives for the homeowner to choose not to default,
      rather than welfare to enable them to make payments.
      Second, since this decision to default is driven by negative
      equity rather than the loan's affordability, the
      solution must target the homeowner's balance sheet rather
      than income.

"If an incentive-based solution is not adopted rapidly, strategic
default will likely accelerate as house prices continue to
decline," said Professor Edmans.  "In contrast, adoption of a
successful incentive-based solution to strategic default will
yield substantial benefits to numerous constituencies.  Most
obviously, it will now be rational for the homeowner to remain in
their property, preserving their credit rating and avoiding the
dislocation costs caused by having to relocate after foreclosure.
Mortgage lenders, investors and insurers will avoid the
delinquency, foreclosure and liquidation costs associated with a
default, and mortgage servicers will benefit from lower servicing
costs due to reduced delinquency rates."

At the same time, he added, the potential benefits of an
incentive-based program "extend far beyond the specific borrower
and lender involved in the mortgage.  The local community avoids
the social costs of foreclosure, such as the homeowner's failure
to maintain property, vandalism of property, or mass emigration
from certain communities.  In addition, given contagion effects in
strategic default, deterring one homeowner from defaulting may
help deter others.  Finally, local governments and taxpayers
benefit from property tax revenues as borrowers remain in their
home, supporting social services and related jobs."

Copies of the white paper are available at LVG Academic Papers.

                    About Loan Value Group LLC

Loan Value Group LLC based in Rumson, NJ, works with mortgage
owners and servicers to positively influence consumer behavior to
help reduce the risk of strategic default by rewarding the
responsible homeowner.  Its solutions align the interests of all
stakeholders, including homeowners, risk-owners, servicers and the
government, through incentive-based programs and turn-key
solutions that stabilize and preserve neighborhoods while lowering
foreclosures.


* E&Y Malpractice But No Fraud in CBI Case: Judge
-------------------------------------------------
Law360 reports that Ernst & Young did not commit fraud in auditing
CBI Holding Co. Inc.'s books, but it did commit malpractice, a
federal judge has ruled, handing the auditing firm a partial win
on appeal and paving the way for damages proceedings in bankruptcy
court.


* U.S. Forecasts Smaller Loss from Bailout of Banks
---------------------------------------------------
ABI reports that the Treasury Department said that it expects to
recover all but $42 billion of the $370 billion that it has lent
to ailing companies since the financial crisis began last year,
with the portion lent to banks actually showing a slight profit.


* Bingham Lures Sidley Restructuring, Finance Pro
-------------------------------------------------
Law360 reports that Bingham McCutchen LLP is adding a former co-
head of Sidley Austin LLP's London international finance group who
will focus on general finance and restructuring matters, in a move
to further bolster the firm's global financial services
capabilities following its August acquisition of McKee Nelson LLP.


* Two Cohen & Grigsby Attorneys Tapped to Lead Case Mgt. Reform
---------------------------------------------------------------
Cohen & Grigsby, a business law firm with headquarters in
Pittsburgh, PA and offices in Naples and Bonita Springs, FL, is
pleased to announce that two of its Florida litigation attorneys
will play a key role in modifying and improving the case
management system in Collier County.  The Collier County Bar
Association and the administrative judge for the Circuit Court in
Collier County have appointed Andrew I.  Solis and Kelley Geraghty
Price to the newly formed Committee on Case Management Reform.
Solis will serve as co-chair of the committee.

"This committee has an important task ahead," said Solis, a
director of the firm and member of the Litigation Practice Group
in Cohen & Grigsby's Florida offices.  "The Committee's task is to
develop a new case management process for civil litigation.  The
new case management procedures will fundamentally change the way
in which civil litigation will proceed in Collier County,
especially complex civil litigation."

"When our work is complete, we hopefully will have created a more
organized and discernible system for managing the caseload
involving these litigation matters," added Price, also a director
of the firm and member of the Litigation Practice Group in the
firm's Florida offices.  "Such results will benefit everyone
involved -- the judges, the courts, the attorneys and the
interested parties."

In conjunction with the Office of the County Clerk and the
judiciary, the Committee on Case Management Reform will develop a
case management system for legal matters that are ultimately
designated as "complex litigation" under the recently-adopted
Florida Complex Litigation Rule.  The committee's work will
include developing criteria for designating cases as "complex
litigation."  Committee members will also propose forms of case
management orders, trial orders, and discovery orders consistent
with a new case management system.

"Andy and Kelley are both top-notch litigators who have a broad-
based understanding of the inner workings of the court system in
Collier County," said Jack Elliott, president and CEO of Cohen &
Grigsby.  "We are very pleased with their active involvement in
this important reform effort."

The Committee on Case Management Reform is expected to complete
its work and submit its recommendations to the court in January of
2010.

                      About Cohen & Grigsby

Established in 1981 in Pittsburgh, PA, Cohen & Grigsby is a
business law firm with headquarters in Pittsburgh and offices in
Naples and Bonita Springs, FL. Cohen & Grigsby attorneys cultivate
a culture of performance by serving as business counselors as well
as legal advisors to an extensive list of clients that includes
private and publicly held businesses, nonprofits, multinational
corporations, individuals and emerging companies.  The firm has
more than 120 lawyers in seven practice groups -- Business & Tax,
Labor & Employment, Immigration/International Business,
Intellectual Property, Litigation, Bankruptcy & Creditors' Rights,
and Estates & Trusts.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 27-29, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Distressed Investing Conference, Bellagio, Las Vegas
        Contact: http://www.turnaround.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

April 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York, NY
        Contact: http://www.turnaround.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

October 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: October 26, 2009



                           *********

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 **