TCR_Public/091211.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 11, 2009, Vol. 13, No. 342

                            Headlines


337 AMHERST STREET: Case Summary & 9 Largest Unsecured Creditors
57 MARKET STREET LLC: Case Summary & 6 Largest Unsecured Creditors
ABUNDANT RENEWABLE: Helix Wants to Buy Assets; Files Reorg. Plan
ACE CASH: S&P Downgrades Ratings on Senior Facility to 'B+'
ALLIANT TECHSYSTEMS: Fitch Says Risks Remain in Sector

AMADO BAUTISTA GUTANG: Voluntary Chapter 11 Case Summary
AMBAC FINANCIAL: Fails to Meet NYSE's $1 Per Share Requirement
AMERICAN FAMILY: Unresolved Lawsuit Cues Chapter 11 Filing
AMERICAN INT'L: Treasury Says It May Not Get Full Investment
AMN HEALTHCARE: S&P Assigns 'BB' Rating on $185 Mil. Facility

ANTHRACITE CAPITAL: Delisting Cues Default Under Senior Notes
ARCLIN US: Modified Plan Confirmed by Court
ART ADVANCE: Quebec Court OKs Amended Distribution Plan
APPLIED SOLAR: Sees Chapter 7 Conversion After Assets Sold
AVENTINE RENEWABLE: Files Noteholders-Supported Ch. 11 Plan

AVISTAR COMMUNICATIONS: Registers 12.5MM Shares Under 2009 Plan
AXIANT LLC: NCO Group Cancels Contract for Assets
BERNARD MADOFF: Banque Jacob Safra Seeks to Dismiss Picard Suit
BERRY PLASTICS: Completes Acquisition of Pliant Corp.
BI-LO LLC: Rejects Delhaize Bid, Opts for Stand-Alone Plan

BLUEHIPPO FUNDING: Wants Case Converted to Chapter 7 Liquidation
BLUMENTHAL PRINT: To Liquidate Assets; Leaves 160 Jobless
BOMBARDIER INC: Fitch Says Sector's Outlook Steady, Risks Remain
BUCKHEAD COMMUNITY: Receivership to Cue Lenders' Default Notice
CANADIAN SUPERIOR ENERGY: Coughlin Stoia Files Class Suit

CASCADE GRAIN: Ethanol Plant Sold to JH Kelly for $15MM
CASCADES INC: Moody's Assigns 'Ba3' Rating on US$250 Mil. Notes
CASCADES INC: S&P Assigns 'B+' Rating on US$250 Mil. Senior Notes
CATHOLIC CHURCH: Wilmington Wants Withdrawals in Pooled Account
CATHOLIC CHURCH: Wilmington's Schedules and Statement

CATHOLIC CHURCH: Judge Perris Closes Portland's Bankruptcy Case
CCS MEDICAL: Goes to Auction as Judge Nixes Prepacked Plan
CEDAR FUNDING: Attorney Wants Trustee Fees' Deferred
CHRYSLER LLC: Treasury Admits May Not Get Full Investment
CIB MARINE: To Hold Teleconference for Shareholders December 18

CIT GROUP: Nancy Foster to Leave Exec. VP Post December 31
CIT GROUP: Proposes FTI Consulting as Financial Advisors
CIT GROUP: Emerges from Bankruptcy; Shares Start Trading on NYSE
CIT GROUP: Files Registration Statement for New Common Stock
CIT GROUP: Foster Quits as EVP and Chief Credit & Risk Officer

CITIGROUP INC: Discloses Stake in Various Funds
CITIGROUP INC: To Issue Notes Tied to S&P GSCI Natural Gas Excess
COLONIAL BANCGROUP: Creditors Want Chapter 7, Trustee
COLONIAL BANCGROUP: Seeks Court Nod to Access Non-Deposits
CONGOLEUM CORP: Ongoing Talks With Insurer Cue Plan Delay

CONSECO INC: Projects $145MM to $170MM Operating Income in 2010
CONSECO INC: Seeks Amendments to Senior Credit Facility Covenants
CONTINENTAL AIRLINES: S&P Assigns 'CCC+' Rating on $230 Mil. Notes
COREL CORP: Vector Acquires 3.0MM Shares; Raises Stake to 97%
COYOTES HOCKEY: Ex-Owner Slams Ch. 7 Conversion Bid

DECODE GENETICS: Creditors Attack DIP Financing
DOLLAR THRIFTY: Expects EBITDA Hike to $83MM to $88M in 2009
EDGE PETROLEUM: Objections to Ch. 11 Plan Pile Up
EDGEN MURRAY: Moody's Assigns 'Caa1' Rating on $465 Mil. Notes
ENRON CORP: Richardson Stoops Want Ruling on Injunction Claim

ENRON CORP: Savings Plan Can Recover Error Payments
ERIC N REYBURN: Court Sets January 25 as Claims Bar Date
ESCADA AG: US Unit Proposes Follick as Customs Counsel
ESCADA AG: US Unit Proposes PwC as Independent Auditor
FIRST BREVARD: Case Summary & 7 Largest Unsecured Creditors

FLOWSERVE: Fitch Says Rating Trends Stable
FONTAINEBLEAU LV: Judge Disallows Credit Bid for 63-Story Project
FOUR FIVE INVESTMENTS: Voluntary Chapter 11 Case Summary
FRIEDE GOLDMAN: Claim Litigation Didn't Waive Arbitration Right
GENERATION BRANDS: Court Sets Jan. 15 Confirmation Hearing

GENERATION BRANDS: Receives Approval of First Day Motions
GENERAL GROWTH: 32 Affiliates Join as Proponents of Ch. 11 Plan
GENERAL GROWTH: Dillard's Inc. Objects to Plan Confirmation
GENERAL GROWTH: Proposes to Declare & Pay $101MM in Dividends
GENERAL MOTORS: New GM Returns $140MM Treasury Loan

GENERAL MOTORS: Treasury Says It May Not Get Full Investment
GENOIL INC: Elliott Davis Discloses 10.2% Equity Stake
GEORGIA GULF: Moody's Assigns 'B3' Rating on $500 Mil. Notes
GHOST TOWN: Failed to Pay 2-Week Worth of Salaries Before Closing
GOODMAN GLOBAL: Moody's Rates $320 Mil. Senior Notes at 'B3'

GPX INTERNATIONAL: Expects Assets Sale to Close This Year
GRAOCH ASSOCIATES #66: Case Summary & 20 Largest Unsec. Creditors
GREATER ATLANTIC FINANCIAL: May File After Bank Takeover
GRUBB & ELLIS: Nets $4.1MM in Sale of 12% Convertible Preferreds
GUARANTY FINANCIAL: Wants to Have Until March 22 to Propose Plan

HAMPSHIRE GROUP: Norman Pessin Discloses 7.27% Equity Stake
HAMPSHIRE GROUP: Names Peter Woodward to Board of Directors
HEADLEE MANAGEMENT: Files for Chapter 11 to Reorganize Finances
HOUSE OF DAVID: Case Summary & 3 Largest Unsecured Creditors
INDIANA TROOPERS: Files For Bankruptcy Protection

INKSTOP INC: Court Orders Liquidation Sales
JEFFREY SHOTKOSKI: Denial of Final Decree was Appropriate in Case
JOHN NICOTHODES: Case Summary & 7 Largest Unsecured Creditors
JOY MUKHERJI: Business as Usual Despite Chapter 11 Filing
KRISPY KREME: KK Mexico Posts $487,000 Net Loss for Nov. 1 Qtr

KRISPY KREME: KKSF Incurs Defaults Under Credit Facilities
KRISPY KREME: Kremeworks Lenders Grant Covenant Waiver
KRISPY KREME: Reports $2,388,000 Net Loss for Nov. 1 Quarter
KROPP EQUIPMENT: Wants to Access Standard Bank's Cash Collateral
KROPP EQUIPMENT: Sec. 341 Creditors Meeting Set for Jan. 8

KROPP EQUIPMENT: Taps Daniel L. Freeland as Bankr. Counsel
LATSHAW DRILLING: Gets Final Nod to Obtain $500,000 F&M Loan
LAZY DAYS': Prepack Plan Confirmed in Less than Five Weeks
LEHMAN BROTHERS: Gets Approval of Deal With LB RE Financing
LEHMAN BROTHERS: Gets Nod to Transfer Assets of 2 Trust Companies

LEHMAN BROTHERS: Chubb Allowed to Pay Litigation Costs
LEHMAN BROTHERS: Gets Nod to Set Process to Restructure Loan Terms
LEHMAN BROTHERS: LBSF Has Nod to Sell Swap Stake to Goldman
LEHMAN BROTHERS: Wants to Compel Norton Gold to Honor Contract
LEHMAN BROTHERS: Court OKs Barclays Deal on Transfer of PIM Assets

LENNY DYKSTRA: Patrizzi & Co. to Auction Off Watch and Trophies
LEXINGTON PRECISION: Hearing Set on Rival Plans' Disclosure Docs
LODGENET INTERACTIVE: Reaffirms Fourth Quarter 2009 Guidance
LOUISIANA FILM: Faces Trustee's Chapter 7 Liquidation Plea
LYONDELL CHEMICAL: Akzo Nobel Wants to File Counterclaims

LYONDELL CHEMICAL: Begins Filing Omnibus Claims Objections
LYONDELL CHEMICAL: Has Nod to Hire SEG as Accounting Consultant
LYONDELL CHEMICAL: Review of Reclamation Issues Bifurcated
LYONDELL CHEMICAL: Committee Prepares Reliance-Backed Plan
MAJESTIC STAR: Cash Collateral Use Expires December 18

MCDERMOTT INTERNATIONAL: S&P Puts 'BB+' Rating on Negative Watch
MCSTAIN ENTERPRISES: Court Dismisses Chapter 11 Bankruptcy Case
MERIDIAN RESOURCE: Fortis Extends Forbearance Until December 14
METRO-GOLDWYN-MAYER: Forbearance on Debt Extended; Mulled Sale
MICHAEL KHUONG TO: Case Summary & 20 Largest Unsecured Creditors

MICHAEL STUP: Case Summary & 11 Largest Unsecured Creditors
NATIONAL BEEF: S&P Puts 'B+' Ratings on CreditWatch Positive
NATIONAL HOME: Files for Chapter 11 Bankruptcy
NCI BUILDING: Reports $748.4 Million Fiscal Year Net Loss
NCI BUILDING: To Redeem 2.125% Convertible Sr. Sub Notes Due 2024

NELSON EDUCATION: Moody's Corrects Ratings on Four Senior Loans
NEW ENERGY SYSTEMS: Completes Acquisition of Anytone
NII HOLDINGS: Moody's Upgrades Corporate Family Rating to 'B1'
NOVELOS THERAPEUTICS: Delays Effective Date of Resale Prospectus
ORLEANS HOMEBUILDERS: 10-Q Delay Cues NYSE Non-Compliance Notice

PEANUT CORP: Officers, Trustee Settle Defense Funds Dispute
PENN TRAFFIC: Court Pushes Base Price Hearing to December 15
PENN TRAFFIC: Inks Comprehensive Agency Pact with Liquidator Group
PILGRIM'S PRIDE: Judge Lynn to Confirm Chapter 11 Plan
PILGRIM'S PRIDE: Addresses Plan Confirmation Objection

PILGRIM'S PRIDE: Gets Jan. 31 Extension of DIP Loans
PLIANT CORP: Emerges From Bankruptcy as Berry Plastics Unit
PLUG POWER: Receives NASDAQ Non-Compliance Notice
PROTOSTAR LTD: SES Offers $185MM Cash for Protostar II
RADIENT PHARMACEUTICALS: Alpha Capital Holds 6.633% Equity Stake

RADLAX GATEWAY: Court to Consider Transfer of Case on December 23
RANCHER ENERGY: Court Okays New Month to Month Lease with Landlord
S & K FAMOUS: Court Confirms Plan; Unsec. Claims Get 6% Recovery
SAND TECHNOLOGY: Posts Net Loss for Fifth Consecutive Year
SANDRIDGE ENERGY: Moody's Assigns 'B3' Rating on $400 Mil. Notes

SANDRIDGE ENERGY: S&P Raises Corporate Credit Rating to 'B+'
SEMGROUP LP: Consummates Plan, Exits Chapter 11
SIX FLAGS: LACSD Wants to Compel Assumption of Contract
SIX FLAGS: To Seal Reports on Non-Debtor Park
SIX FLAGS: Wants to Seal Exit Financing Fee Letters

SMURFIT-STONE: PwC Charges $2.3 Mil. for Feb. to June Work
SMURFIT-STONE: M. Jackson Disposed of 19,800 Shares of Stock
SMURFIT-STONE: Monitor Supports Edmonton Sale
SMURFIT-STONE: Claims Up from 40s to 60s in November Trading
SPANSION INC: Creditors Aim To File Own Ch. 11 Plan

SPRINT NEXTEL: Directly Owns 48,924,061 iPCS Common Shares
SPX CORPORATION: Fitch Says Rating Trends Stable
STERLING MINING: Minco Silver Submits US$12.5-Mil. Offer
STERLING MINING: Plan Allocates $500,000 for Unsec. Creditors
TAYLOR BEAN: Will County Treasurer Works to Help Homeowners

TEXTRON INC: Fitch Says Rating Trends Stable
TEXTRON INC: Fitch Says Sector's Outlook Steady, Risks Remain
TRADEWINDS AIRLINES: Not in Default on $30MM Loan, Court Ruled
TRANSDIGM GROUP: Fitch Says Sector's Outlook Steady, Risks Remain
TRIBUNE CO: Plan Exclusivity Extended Until February

TRONOX INC: Inks Exit Financing Letters With Goldman & GECC
TRONOX INC: Professionals Reduce April to Aug Fees by $434,000
TRUE TEMPER: Wins Confirmation of Modified Plan
TVI CORP: Wins Confirmation of Reorganization Plan
UNITED MARITIME: S&P Assigns Corporate Credit Rating at 'B'

US CONCRETE: Wisconsin Investment Board Dumps Equity Stake
UTGR INC: Taps John McLaughlin to Supervise Twin River Operations
UTSTARCOM INC: Green Quits as Human Resources & Real Estate Head
UTSTARCOM INC: Shah Capital Management Discloses 6.25% Stake
VERMILLION INC: Disclosure Statement Approved for Voting

VIRGIN MOBILE: Cancels Registration of Class A Common Stock
VISION FOODS: Case Summary & 4 Largest Unsecured Creditors
WABASH NATIONAL: Zachman Quits as SVP & Chief Operating Officer
WORLDSPACE INC: Has Until January 31 to File Chapter 11 Plan
YMCA OF DUTCHESS COUNTY: Files in Poughkeepsie, New York

YOUNG MENS CHRISTIAN: Case Summary & 20 Largest Unsec. Creditors
YRC WORLDWIDE: Gets NASDAQ Exception in Debt for Equity Exchange
YRC WORLDWIDE: Has Significant Support for Debt-For-Equity Offers

* Commercial Mortgage Defaults Rise to 3.4% in Quarter
* Fitch Reports Improved High Yield Default Outlook; Risks Linger
* Fitch Reports Steady Outlook Aerospace & Defense; Risks Remain
* Fitch Says Rating Trends Stable for Diversified Industrials

* Lawmakers Revise Creditor Haircut For Failing Banks
* SIPC Chief Struggles with Madoff Claims

* Barnes & Thornburg Brings Bankruptcy Pro to Atlanta
* Scott Slaby Joins McDonald Hopkins as IP Associate

* BOOK REVIEW: Unique Value - The Secret of All Great Business
               Strategies


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337 AMHERST STREET: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 337 Amherst Street, LLC
        253 Main Street
        Nashua, NH 03060

Bankruptcy Case No.: 09-14820

Chapter 11 Petition Date: December 9, 2009

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Robert L. O'Brien, Esq.
                  DeBruyckere Roth & Associates, PLLC
                  231 Sutton Street, Suite 1B
                  North Andover, MA 01845
                  Tel: (603) 459-9965
                  Fax: (603) 250-0822
                  Email: robjd@mail2firm.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
9 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/nhb09-14820.pdf

The petition was signed by Vatche Manoukian, manager of the
Company.


57 MARKET STREET LLC: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: 57 Market Street LLC
        15456 Ventura Blvd, Ste 302
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 09-26620

Chapter 11 Petition Date: December 9, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: M Jonathan Hayes, Esq.
                  Law Office of M Jonathan Hayes
                  9700 Reseda Bl., Ste201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  Email: jhayes@polarisnet.net

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

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

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

             http://bankrupt.com/misc/cacb09-26620.pdf

The petition was signed by Alex M. Martinez, managing member of
the Company.


ABUNDANT RENEWABLE: Helix Wants to Buy Assets; Files Reorg. Plan
----------------------------------------------------------------
Nathalie Weinstein at Daily Journal of Commerce reports that Helix
Wind submitted with the U.S. Bankruptcy Court in Oregon its
reorganization plan, which includes using $345,000 to pay off some
of the debt incurred by Abundant Renewable Energy, LLC's
principals, to Oregon's bankruptcy court.  DJC relates that Helix
Wind wants to acquire ARE.  According to DJC, no hearing date was
set for the proposal.  DJC quoted Greg Price, ARE's sales and
marketing manager, as saying, "Helix has to raise between
$5 million and $6 million.  There's always a chance it won't work
out, but we have confidence they will be able to raise the money."
DJC states that Helix Wind hired financial investment firm
Dominick & Dominick of New York to pursue financing options for
the purchase.

Helix Wind Corp. -- http://www.helixwind.com/-- a global
renewable energy company, is engaged in the design, manufacturing
and sale of small wind vertical axis turbine designed to generate
300W, 1kW, 2.0kW, 4.0kW, and 50kW of clean, renewable electricity.

Abundant Renewable Energy, LLC, based in Newberg, Oregon, filed
for bankruptcy on March 26, 2009 (Bankr. D. Ore. Case No.
09-32025).  Judge Elizabeth L. Perris presides over the case.
Richard S. Ross, Esq., at Law Office of Richard S. Ross, in
Vancouver, Washington, serves as Debtor's counsel.  The Debtor
listed assets below $50,000 and debts ranging from $1,000,001 to
$10,000,000.


ACE CASH: S&P Downgrades Ratings on Senior Facility to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
on ACE Cash Express Inc.'s senior-secured credit facility to 'B+'
from 'BB-' and revised its recovery rating to '3', indicating
S&P's expectation of a meaningful (50% to 70%) recovery in the
event of a payment default.  At the same time, S&P affirmed its
'B+' long-term counterparty credit rating and revised its outlook
on ACE to negative from stable.

"The rating action on ACE's senior-secured credit facility is
based on a downwards revision of the cash-flow estimates S&P uses
in its recovery analysis.  In particular, S&P incorporated more
significant declines in cash flow than had previously been modeled
into its simulated default scenario," said Standard & Poor's
credit analyst Rian M. Pressman, CFA.

S&P used an enterprise value approach to analyze the lenders'
recovery prospects, given the likelihood that the business would
retain value as an operating entity in the event of a bankruptcy.

S&P believes that if ACE were to default, its business model would
continue to retain value given its expansive geographic footprint
and strong market positions in payday lending/check cashing.  As a
result, S&P believes lenders would achieve the greatest recovery
value through reorganization rather than through liquidation.

The negative outlook is driven by potential legislative actions in
Arizona and Ohio related to short-term consumer loans that may
reduce ACE's earnings from those states.  (At June 30, 2009, about
6.1% and 2.7% of ACE's company-owned stores were located in
Arizona and Ohio, respectively.) The existing law authorizing
payday lending in Arizona expires on July 1, 2010.  It is unclear
if legislative efforts to renew the existing law will be
successful.  In Ohio, legislation was introduced in the House of
Representatives in June 2009 to close what legislators view as
loopholes to the Short-Term Loan Act.  S&P believes this
legislation has a reasonable chance of being passed in the next
six months, which would render short-term consumer lending
unprofitable in Ohio.

The negative outlook is primarily based on the company's exposure
to consumer lending in Arizona and Ohio.  S&P could lower the
rating if adverse legislative actions in these states pressure
coverage metrics, which are currently weak for the rating.  S&P
will revise the outlook to stable if coverage levels are
maintained at adequate levels.


ALLIANT TECHSYSTEMS: Fitch Says Risks Remain in Sector
------------------------------------------------------
Credit quality in the U.S. commercial aerospace industry will
remain under pressure in 2010, while the U.S. defense sector is
likely to experience more stability, according to Fitch Ratings.
Fitch expects deliveries in all commercial aerospace original
equipment segments to decline in 2010, but aftermarket sales
should begin to improve modestly.  Defense spending will continue
to grow in the low single digits.

'Beyond 2010 the industry faces some key issues: likely additional
production cuts at Boeing and Airbus, and possible declines in
U.S. Department of Defense modernization spending,' said Craig
Fraser, Managing Director at Fitch.  'Rating upgrades are unlikely
in 2010, and downgrades remain a risk for some commercial
aerospace companies.'

Credit metrics for many A&D companies deteriorated in 2009, but
they are likely to be steady in 2010.  Profits and cash flows
could be helped by improvement in the high-margin aftermarket, the
full-year impact of 2009 cost reductions, and defense growth, but
they will be held back by higher pension expense and weak
commercial OE markets.  Fitch says liquidity remains strong after
improving in 2009 because of lower share repurchases and some
opportunistic debt issuance, but the company expects cash
deployment will increase during 2010, particularly for
acquisitions and pension contributions.

Key risks for the sector include the weak global economic
recovery, exogenous shocks (terrorism, disease pandemic, etc.),
large U.S. government deficits, and execution on new programs.
The 787 program remains a continuing source of risk for Boeing and
its suppliers.  Flight hours and airline traffic have moved off of
cyclical lows, but they remain at depressed levels.  A general
risk is that some production rates have not been revised downward
materially despite the weak economy.  Fitch does not expect that
financing availability will be a limit on aircraft deliveries in
2010, although some concerns remain in the aircraft finance
business.  Longer-term, Fitch considers the commercial outlook
solid because of large backlogs and the need to build aerospace
infrastructure in developing regions.

Commercial Aerospace:

These expectations for key commercial aerospace segments are
incorporated into Fitch's forecasts:

  -- Large Commercial Aircraft: Fitch expects LCA deliveries from
     Boeing and Airbus will decline approximately 5% in 2010 to
     920 aircraft, with revenues down 5%-10%.  These estimates
     incorporate the announced production cuts for the A320 family
     (down two aircraft per month) and B777 (down almost 30%),
     but they exclude possible 787 deliveries (discussed below).
     Fitch believes there is a strong chance of additional
     production cuts, but these are more likely to take place in
     2011.  Long manufacturing lead times, advance payment
     requirements, and indications of sold-out 2010 production
     schedules support the argument against additional cuts next
     year, unless they are announced in the next few months to
     take effect at the end of 2010.

Fitch's forecasts will include additional 5%-15% cuts beginning in
2011.  Fitch forecasts the additional LCA production reductions in
2011 because of a moderate global economic recovery, airline
capacity reductions in 2008 and 2009, substantial airline losses,
and deliveries that are exceeding typical aircraft retirements.
However, the eventual production declines should be moderate
relative to prior LCA cycles as a result of large backlogs,
production restraint since the last downturn, some remaining
overbooking in the delivery plans, and the geographic diversity of
the customer base.  In addition, the long-term nature of aircraft
assets, as well as operating cost savings, provide incentive for
customers to continue taking delivery of aircraft despite
cyclically weak airline traffic.  If the projected production cuts
are managed with sufficient lead time, both the manufacturers and
the supply base should be able to adjust their cost structures in
time to prevent deterioration of their credit profiles.

Fitch expects LCA orders to be low in 2010 and 2011, a
continuation of the trend in 2009, in which there have been only
287 net orders through November compared to 867 deliveries during
the same period.  There were 142 cancellations through November,
and Boeing has indicated that it had approximately 215 deferrals
in the first three quarters.  Low orders are not a credit concern
given that Boeing and Airbus had a combined backlog of 6,849
aircraft at the end of November, equal to more than seven years of
production at estimated 2010 rates.  Excluding 787 and A350
backlogs, the industry still has almost six years worth of orders.

Boeing's 787 program will continue to be a key concern for the LCA
sector and its supply base in 2010.  If Boeing meets its current
schedule, Fitch estimates the company could deliver 10-15 787s in
late 2010, but there is considerable risk to the schedule,
including an aggressive flight testing program, certification, and
the production ramp-up.  Boeing will be building 787s through the
flight testing program, exposing the company to the risk of
reworking some aircraft if problems are discovered during the
flight tests.  Uncertainty over customer penalties and supplier
claims add to the 787s risks.  Through November, the 787 accounted
for the bulk of Boeing's order cancellations (83 out of 111),
although the company still has 840 firm orders for the aircraft.

  -- Commercial Aftermarket/Services: The commercial aftermarket
     will likely be the first part of the aerospace industry to
     recover from the downturn.  Fitch forecasts aftermarket
     spending will be flat to up 5% in 2010, with a weak first
     half offset by an improved second half.  The expected
     economic rebound should drive airline traffic growth and
     eventually will lead to rising flight hours and capacity,
     which are the primary drivers of aftermarket spending.  Some
     inventory rebuilding and completion of deferred maintenance
     should also help the aftermarket recover in 2010.  Business
     jet utilization has also been improving off of a low base,
     which will aid aftermarket spending in that sector.

Fitch's general concern for the aftermarket is that current
conditions are still very weak, with many companies reporting
double digit declines year-over-year in the third quarter.  Some
capacity metrics are still negative despite indications of
increased airline traffic.  Fitch will have more conviction on the
outlook for this sector once capacity starts to increase.
Companies with healthy exposures to this high-margin segment
include Goodrich, Honeywell, Rockwell Collins, Transdigm, and
United Technologies.

  -- The business jet market was the worst commercial aerospace
     sector in 2009, suffering a rapid and severe downturn.
     Industry deliveries fell 38% through September, and Fitch
     expects a 35%-40% unit decline for the year, with revenues
     likely down 25%-30%.  An eventual peak-to-trough unit decline
     of 50% or more for the industry is not out of the question,
     and Fitch expects aircraft deliveries to fall another 5%-10%
     in 2010 from 2009 levels.  The large unit declines result
     from hundreds of order cancellations and the failure of light
     jet manufacturer Eclipse Aviation.

Although utilization rates have started to rise and corporate
profits have turned up, Fitch expects continued weakness in the
sector because utilization rates are still well below peak levels
and the corporate profit improvement is largely due to cost
cutting.  This sector will continue to be volatile because of the
discretionary nature of the product, the availability of numerous
substitute forms of travel, and the relationship to corporate
profits.  A key development in the sector in the past five years
has been strong orders from outside North America, and these
international orders could be the catalyst for an upturn beyond
2010.  Manufacturers in this sector include Bombardier, Dassault
Aviation, Embraer, General Dynamics, Hawker Beechcraft, and
Textron, as well as key suppliers such as Honeywell.

  -- The regional aircraft market (regional jets and turboprops)
     has many of the same drivers as the LCA market, but it has
     lower backlogs.  Orders so far in 2009 have been weak, and
     the outlook for this sector is negative for 2010.  Regional
     jets deliveries from Bombardier and Embraer will probably
     fall about 15% in 2009 and at least 15% in 2010, excluding
     possible deliveries from new entrants in the market.  Fitch
     estimates that turboprop deliveries from Bombardier and ATR
     (a joint venture between EADS and Finmeccanica) will rise
     modestly in 2009, but they will likely decline 5% in 2010.
     New entrants into the regional jet market remain an important
     part of the sector's outlook, and in 2010 the market will
     likely see the initial deliveries of Sukhoi's Superjet 100
     and China's ARJ21.

Defense:

High U.S. DoD spending levels continue to support defense sector
credit quality, and the outlook is still favorable in the near
term because spending in fiscal year 2010 will continue to rise.
The core DoD budget should grow approximately 4% in FY2010, and
modernization spending (procurement plus R&D), the most relevant
part of the budget for defense contractors, should be up 2%-3%.
Fitch believes that FY2010 is probably the peak in modernization
spending, and there are several risks to monitor in FY2011 and
beyond.  These include the Obama Administration's first full
budget in FY2011, the Quadrennial Defense Review, and the large
projected federal budget deficits in FY2009-FY2011.  In addition
to spending levels, some other changes proposed by the new
administration could have a detrimental impact on defense
contractors, including acquisition reform and the 'insourcing' of
services previously contracted out by the DoD.

Fitch believes core modernization spending could decline 1%-2% in
FY2011, although the overall core budget could rise.  The FY2011
budget and QDR will likely continue the changes the Obama
administration introduced in the current year's budget, and Fitch
is not anticipating any dramatic shifts.  Fitch expects
supplemental spending that supports operations in Iraq and
Afghanistan will fall over the next several years, but for several
reasons the decline will be gradual, and the supplemental spending
will not disappear.  Spending related to Iraq will be down, but
spending in Afghanistan will increase.  Some security spending by
the U.S. in Iraq will likely be replaced by Iraqi government
spending, which could continue to be a source of revenues to U.S.
contractors.  Finally, the DoD will need to refurbish or replace
some equipment and material that is in poor condition or left in
Iraq.

Given the strong credit metrics and liquidity at most of the
leading defense contractors, ratings in the sector are unlikely to
be pressured by modest declines in modernization spending.
Program execution and cash deployment probably present greater
risks.  Defense company backlogs fell in the first three quarters
of 2009 due to some program cancellations, although orders in the
fourth quarter could reverse some of the decline.

Liquidity and Cash Deployment:

Strong liquidity and financial flexibility helped the North
American A&D industry withstand the difficult economy in 2009, and
the industry even improved its liquidity position in the past 12
months, although at the expense of increasing total debt to
$60 billion from $55 billion.  At the end of the third quarter the
top 15 A&D companies rated by Fitch in North America had
$35 billion in cash compared to approximately $5 billion in
current debt maturities and short-term debt.  The only material
credit facilities set to expire in 2010 (GD, L-3, and RTN) have
already been replaced.

Many companies in the sector pulled back on discretionary
expenditures in 2009 (share repurchases fell $10 billion, for
example) in the interests of building liquidity.  With
stabilization appearing in some parts of the A&D sector, Fitch
expects greater cash deployment in 2010.  Acquisition activity
began to increase in the past quarter, and Fitch expects this will
continue in 2010.  Share repurchases and dividend increases will
likely rise as well.

Higher pension contributions will be another use of cash in 2010.
The A&D sector has seven of the largest 25 pension plans in
corporate America, and some are significantly underfunded.  The
situation is mitigated for defense contractors, which get some
recovery of pension costs in government contracts.  Harmonization
of Cost Accounting Standards and the Pension Protection Act is
something to watch during 2010.

In Fitch's view, Boeing will have the most significant liquidity
pressures in 2010.  Delays in the 787 and 747-8 programs over the
past 18 months have negatively affected Boeing's credit quality
because of inventory build-up, delayed advance payments, and
higher development expenses.  Cash flow pressures will likely
persist into 2011 due to continued inventory build-up in support
of initial 787 deliveries.  Although free cash flow will probably
be positive in 2009, Fitch believes that break-even or negative
free cash flow is possible in 2010 depending on the ultimate
schedule for 787 deliveries, production rates on other aircraft
models, and the company's working capital management, which has
been good in 2009 considering the 787 inventory pressures and
reduced advances because of lower orders.

Aircraft Finance:

Fitch does not expect that financing availability will be a limit
on aircraft deliveries in 2010, although some concerns remain in
the aircraft finance business.  The aircraft finance market was
not as bad as feared in 2009, and Fitch expects this trend to
continue because credit markets have improved and lower forecasted
aircraft deliveries will mean a lower financing requirement than
in 2009.  Fitch projects funding requirements will be
$60-$65 billion for LCA and regional aircraft in 2010, about
$5 billion lower than in 2009.  An additional $10-$15 billion
could be needed for business jets, also down versus 2009.

Concerns in the aircraft finance market include the damaged
business models of some large aircraft lessors, the exit of some
banks from the market, and indications that pre-delivery payment
financing was difficult for some airlines in 2009.  Several
factors offset these concerns, including strong support from
export credit agencies, the emergence of some regional financial
players in the market, better capital markets activity in the past
few months, and the ability of Boeing and Airbus to provide
customer financing.  Fitch estimates that ECAs could support
approximately 25% of LCA deliveries in 2009, illustrating the
benefit the industry has received from indirect government
support.  It looks like Boeing and Airbus will finance less than
$2 billion of new aircraft in 2009, leaving the companies with the
capacity to help customers in 2010 if needed.  New aircraft serve
as attractive lending collateral due to the mobility of the
assets, operating efficiency compared to previous aircraft
generations, and unique treatment in bankruptcy in some
jurisdictions.

The comments above apply to new aircraft financing, not
refinancings of existing debt.  Fitch estimates that there will be
$14 billion of maturing airline debt in the U.S. alone in 2010-
2011.

Economic Assumptions:

Underpinning Fitch's A&D outlook is the firm's most recent global
economic outlook, which as of October 2009 calls for global GDP to
shrink 2.8% in 2009, followed by global growth recovery to 2% in
2010 and 2.7% in 2011.  GDP should rise, but from a low base, and
expansion will be weak relative to previous recoveries.  There is
some uncertainty in 2011 due to likely tightening of monetary and
fiscal stimulus.  Fitch expects GDP to grow 6.5% in the BRIC
countries (Brazil, Russia, India, China) in 2010.  Although global
GDP looks set to return to positive growth, the absolute level of
GDP is low and, in the U.S., it is possible that GDP may not
return to the 2008 level until 2011.

Fitch's specific A&D assumptions include no recovery in 2010 other
than early cycle parts such as aftermarket.  Late cycle segments
such as original equipment will continue to be weak, showing some
volume declines, although nowhere near as dramatic as in 2009 or
in the last downturn that began in 2001.

A more detailed report on the global 2010 aerospace & defense
industry outlook will be available on the Fitch Ratings Web site
at 'www.fitchratings.com' in January.

Fitch-rated issuers and their current Issuer Default Ratings in
the North American aerospace/defense sector:

  -- Alliant Techsystems Inc. (ATK) ('BB'; Outlook Stable);

  -- Boeing Company (BA) ('A+'; Outlook Negative);

  -- Bombardier Inc. (BBD/B) ('BB+'; Outlook Negative);

  -- General Dynamics Corporation (GD) ('A'; Outlook Stable);

  -- Goodrich Corporation (GR) ('BBB+'; Outlook Stable);

  -- Honeywell International Inc. (HON) ('A'; Outlook Negative);

  -- ITT Corporation (ITT) ('A-'; Outlook Stable)

  -- L-3 Communications Corporation (LLL) ('BBB-'; Outlook
     Stable);

  -- Lockheed Martin Corporation (LMT) ('A-'; Outlook Stable);

  -- Northrop Grumman Corporation (NOC) ('BBB+'; Outlook Stable);

  -- Raytheon Company (RTN) ('A-'; Outlook Stable);

  -- Rockwell Collins, Inc. (COL) ('A'; Outlook Stable);

  -- Textron Inc. (TXT) ('BB+'; Outlook Negative);

  -- Transdigm Group (TDG) ('B'; Outlook Stable);

  -- United Technologies Corporation (UTC) ('A+'; Outlook Stable).


AMADO BAUTISTA GUTANG: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Joint Debtors: Amado Bautista Gutang
               Esperanza Cases Gutang
               3233 Sun Splash Drive
               Tucson, AZ 85713

Bankruptcy Case No.: 09-31832

Chapter 11 Petition Date: December 9, 2009

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

Debtors' Counsel: Nasser U. Abujbarah, Esq.
                  The Law Offices Of Nasser U. Abujbarah
                  10654 N. 32nd St
                  Phoenix, AZ 85028
                  Tel: (602) 493-2586
                  Fax: (602) 923-3458
                  Email: NUALegal@yahoo.com

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

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

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.


AMBAC FINANCIAL: Fails to Meet NYSE's $1 Per Share Requirement
--------------------------------------------------------------
Ambac Financial Group, Inc., on December 9 said that the New York
Stock Exchange has notified the Company that it has fallen below
the NYSE's continued listing standard relating to the price of its
common stock.  The NYSE requires that the average closing price of
a listed Company's common stock be above $1.00 per share over a
consecutive 30 trading-day period.  As of December 8, 2009, the
date of the NYSE notice, the 30 trading-day average closing price
of Ambac's common stock was $0.94 per share.

Under the NYSE's rules, Ambac has six months from the date of the
NYSE notice to bring its share price and 30 trading-day average
share price back above $1.00 in order to avoid the delisting of
its shares.  During this period, Ambac's common stock will
continue to be traded on the NYSE, subject to Ambac's compliance
with other NYSE continued listing requirements.  As required by
the NYSE, in order to maintain the listing of its common shares,
Ambac will notify the NYSE within 10 business days of receipt of
the non-compliance notice of its intent to cure the price
deficiency.

                           About Ambac

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.  Ambac's principal operating subsidiary,
Ambac Assurance Corporation, a guarantor of public finance and
structured finance obligations, has a Caa2 rating (developing
outlook) from Moody's Investors Service, Inc. and a CC rating
(outlook developing) from Standard & Poor's Ratings Services.
Ambac Financial Group, Inc. common stock is listed on the New York
Stock Exchange (ticker symbol ABK).


AMERICAN FAMILY: Unresolved Lawsuit Cues Chapter 11 Filing
----------------------------------------------------------
American Family Entertainment Center made a voluntary filing under
Chapter 11 due to an unresolved multi-million dollar construction
lawsuit, Larry Hilliard, staff writer at the Gaffney Ledger,
reported.  American Family Entertainment Center owns and operates
an entertainment facility.


AMERICAN INT'L: Treasury Says It May Not Get Full Investment
------------------------------------------------------------
Dow Jones Newswires' Meena Thiruvengadam reports that U.S.
Treasury Secretary Timothy Geithner this week told the
Congressional Oversight Panel, one of several entities overseeing
the Troubled Asset Relief Program, there is a significant
likelihood "we will not be repaid for the full value of our
investments in AIG, GM, and Chrysler."

Dow Jones notes the Treasury in fiscal year 2009 alone estimated
its losses on capital provided to those firms to be near $61
billion.

According to a report released by the Government Accountability
Office -- and reported by the Troubled Company Reporter on
November 10, 2009 -- the Treasury provided $81.1 billion aid to
the U.S. auto industry, of which $62 billion was provided to
Chrysler Group and GM to help the auto makers in their
restructuring.  In return, the government agency received 9.85%
equity in Chrysler, 60.8% equity and $2.1 billion in preferred
stock in GM, and $13.8 billion in debt obligations between the
auto makers.

GAO estimated that the equity value of Chrysler Group necessary to
recoup investment must be $54.8 billion while GM would need to be
worth $66.9 billion.  The agency also assumed that $5.4 billion
that was lent to Chrysler and $986 million to GM would not be
repaid.

"Treasury is unlikely to recover the entirety of its investment in
Chrysler or GM, given that the companies' values would have to
grow substantially above what they have been in the past," GAO
said in its 41-page report.

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

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

According to Dow Jones' Darrell A. Hughes and Ms. Thiruvengadam,
Mr. Geithner said in letters to U.S. lawmakers, the Obama
administration would extend the $700 billion financial-sector
bailout from its scheduled Dec. 31 expiration but limit new
spending to such areas as housing and small business.  The report
relates Mr. Geithner said the financial sector has stabilized, but
the government needs to have funds available through next October.
those aimed at job creation.  The report notes that President
Barack Obama on Tuesday said the White House would use an
additional $50 billion in TARP funds to help small businesses get
credit.

"While we are extending the $700 billion program, we do not expect
to deploy more than $550 billion," Mr. Geithner said, Dow Jones
reports.  He added the U.S. would seek to exit its TARP
investments "as soon as practicable."

                            About AIG

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

                     About Chrysler Group LLC

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

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

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

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

                       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)


AMN HEALTHCARE: S&P Assigns 'BB' Rating on $185 Mil. Facility
-------------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'BB'
rating to San Diego, California-based AMN Healthcare Inc.'s
proposed $185 million bank facility, consisting of a $110 million
term loan and a $75 million revolving credit facility.  S&P
affirmed its corporate credit rating of 'BB-'; the rating outlook
is stable.  While the refinancing extends maturities, eases
scheduled amortization payments, and provides covenant relief, S&P
expects AMN's operating environment to remain very weak in the
near term.

Proceeds of the financing will be used to repay the $77 million
outstanding balance on the company's term loan, cash collateralize
about $22 million of letters of credit, and fund transaction fees
and expenses.

"The rating on AMN Healthcare Inc., a subsidiary of AMN Healthcare
Services Inc., reflects the health staffing company's weak
business risk profile, given its narrow operating focus in a
competitive and highly cyclical field, the recent decline in
demand for outsourced labor from hospital clients, and the
variable supply of travel nurses," said Standard & Poor's credit
analyst Rivka Gertzulin.  Although AMN's revenue in the third
quarter of 2009 declined about 47% over the 2008 period, operating
margins have remained relatively stable as the company has reduced
its variable costs.  Moreover, the company has used its
significant free cash flow in 2009, mostly generated from working
capital (accounts receivable), to repay debt.  As a result, the
company's significant financial risk profile is commensurate with
the rating.


ANTHRACITE CAPITAL: Delisting Cues Default Under Senior Notes
-------------------------------------------------------------
Richard M. Shea, President and Chief Operating Officer of
Anthracite Capital, Inc., reports that events of default have
occurred on the outstanding $43.5 million aggregate principal
amount of 1.25%-to-7.22% Senior Notes due 2016, $7.5 million
aggregate principal amount of 1.25%-to-7.20% Senior Notes due 2016
and $26.4 million aggregate principal amount of 1.25%-to-7.772%-
to-Floating Rate Senior Notes due 2017 of Anthracite Capital as a
result of the commencement of the delisting procedures by the New
York Stock Exchange on -- and the suspension of listing on the
NYSE of -- the Company's common stock.

As reported by the Troubled Company Reporter, NYSE on December 1,
2009, announced the immediate suspension of listing on the NYSE of
these equity securities of Anthracite Capital:

    -- common stock (ticker symbol: AHR);
    -- 9.375% Series C Cumulative Redeemable Preferred Stock
       (ticker symbol: AHR PR C); and
    -- 8.25% Series D Cumulative Redeemable Preferred Stock
       (ticker symbol: AHR PR D).

NYSE Regulation, Inc., determined the Company was no longer
suitable for listing in light of the abnormally low price of the
Company's common stock after the Company's December 1 announcement
that discussed defaults and cross-defaults on certain of its
unsecured and secured debt obligations.  The Company's common
stock closed at $0.24 with a resultant market capitalization of
$22.6 million on December 1, 2009.

Under the indentures governing the Senior Notes, while the events
of default are continuing, the trustee or the holders of at least
25% in aggregate principal amount of any of the three series of
the outstanding Senior Notes may, by a written notice to the
Company, declare the principal amount of such series of Senior
Notes to be immediately due and payable.  To date, the Company has
not received any written notice of acceleration.

Furthermore, as a result of the Delisting, holders of roughly
$39 million aggregate principal amount of the Company's
outstanding 11.75% Convertible Senior Notes due 2027 may request
the Company to repurchase in cash in whole or in part the
Convertible Notes at a price set pursuant to the indenture
governing the Convertible Notes.

The Company does not anticipate being able to meet such repurchase
obligations.  If the Company were to fail to provide a written
notice to the holders of the Convertible Notes setting forth
details of repurchase within 15 days after the Delisting, or
repurchase any Convertible Notes upon request, an event of default
would occur under the indenture governing the Convertible Notes.

                             Default

Anthracite Capital did not make interest payments, when due on
October 30, 2009, on its outstanding $13.75 million aggregate
principal amount of 7.22% Senior Notes due 2016, its outstanding
$28 million aggregate principal amount of 7.772%-to-floating rate
Senior Notes due 2017 and its outstanding $37.5 million aggregate
principal amount of 8.1275%-to-floating rate Senior Notes due
2017.  Under the indentures governing the Senior Notes, the
continuance of an interest payment default for a period of 30 days
constitutes an event of default.  The Company failed to make the
interest payments on the Senior Notes within this 30-day period.
As a result, an event of default occurred and is continuing under
each of the indentures governing the Senior Notes.

The Company said the events of default have triggered cross-
default provisions in the Company's secured bank facilities and
its credit facility with BlackRock Holdco 2, Inc., and, if any
debt
were accelerated, would trigger a cross-acceleration provision in
the Company's convertible notes indenture.  If acceleration were
to occur, the Company would not have sufficient liquid assets
available to repay such indebtedness and, unless the Company were
able to obtain additional capital resources or waivers, the
Company would be unable to continue to fund its operations or
continue its business.

The Company also said one of its secured bank lenders, Deutsche
Bank, whose loans to the Company were made under a repurchase
agreement, has informally indicated to the Company that it intends
to exercise its remedy of taking the collateral under the
repurchase agreement.  Under the repurchase agreement, Deutsche
Bank must give the Company at least five business days' written
notice before it may exercise this remedy.  As of December 1, the
Company has not received any such written notice from Deutsche
Bank.  Approximately $58 million principal amount of indebtedness
remains outstanding under the Company's repurchase facility with
Deutsche Bank.

The Company is discussing the events of default and situation with
certain of its creditors, but there can be no assurance that such
discussions will result in the continuing operations of the
Company.

The Company said December 1 the cash flows from substantially all
of its assets are being diverted to a cash management account for
the benefit of the Company's secured bank lenders due to the
continuation of the Company's default on amortization payments
required under such secured bank facilities.

Management's assessment of the Company's liabilities and the
current market value of the Company's assets suggests that, in the
event of a reorganization or liquidation of the Company in the
near term, shareholders would not receive any value and the value
received by the Company's unsecured creditors would be minimal.

                    About Anthracite Capital

Anthracite Capital, Inc. is a specialty finance company focused on
investments in high yield commercial real estate loans and related
securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with approximately $1.435 trillion in
global assets under management at September 30, 2009.  BlackRock
Realty Advisors, Inc., another subsidiary of BlackRock, provides
real estate equity and other real estate-related products and
services in a variety of strategies to meet the needs of
institutional investors.

At September 30, 2009, the Company had $2,601,125,000 in total
assets against $2,064,290,000 in total liabilities, $23,237,000 in
12% Series E-1 Cumulative Convertible Redeemable Preferred Stock,
and $23,237,000 in 12% Series E-2 Cumulative Convertible
Redeemable Preferred Stock, resulting in stockholders' equity of
$490,361,000.


ARCLIN US: Modified Plan Confirmed by Court
-------------------------------------------
Bill Rochelle at Bloomberg News reports that the reorganization
plan for Arclin US Holdings Inc. was approved in a Dec. 8
confirmation order after the plan was modified to provide a
distribution to unsecured creditors who were to receive nothing
under the original version for their $9.6 million in claims.

To mollify opposition from unsecured creditors who were deemed to
have voted "no," the Plan was modified to create a $600,000 fund
for distribution to unsecured creditors.  Secured creditor can't
participate as unsecured creditors on account of their deficiency
claims.

Under the Plan, holders of $204 million in first-lien debt are
receiving 97% of the new stock plus a new $60 million term loan.
The plan will reduce funded debt to $60 million from $234 million.
First-lien creditors were projected to recover 88.4 percent.
Second-lien lenders owed $30 million have a "gift" from the first-
lien creditors in the form of 3% of the new stock plus warrants
for a predicted 40.4% recovery.

                  About Arclin US Holdings, Inc.

Based in Mississauga, Ontario, Arclin is a leading provider of
innovative bonding and surfacing solutions for the building and
construction, engineered materials and natural resource markets.
Arclin provides bonding solutions for a number of applications
including wood based panels, engineered wood, non-wovens and paper
impregnation. As a world leader in paper overlays technology,
Arclin provides high value surfacing solutions for decorative
panels, building products and industrial specialty applications
for North American and export markets.

Arclin's U.S. companies -- Arclin US Holdnigs, Inc.; Marmorandum
LLC; Arclin Chemicals Holding Inc.; Arclin Industries U.S.A., Inc;
Arclin Fort Smith Inc., Arclin U.S.A. Inc.; and Arclin Surfaces
Inc. -- filed voluntary petitions for Chapter 11 on July 27, 2009
(Bankr. D. Del. Lead Case No. 09-12628).  Frederick Brian Rosner,
Esq., at Messana Rosner & Stern, LLP, serves as counsel for the
Debtors. Dechert LLP is co-counsel while Alvarez & Marsal
securities LLC is the investment banker.  Kurtzman Carson
Consultants LLC serves as claims and noticing agent.  The petition
says that Arclin US's assets and debts are between $100,000,001
and $500,000,000.

Arclin's Canadian companies also made a filing with the Ontario
Superior Court of Justice and have obtained an Initial Order
authorizing Arclin to reorganize under the Companies' Creditors
Arrangement Act.  Ernst & Young serves as CCAA monitor.

Arclin's subsidiaries in Mexico are not included in the filings.
The Mexican affiliates -- Arclin Mexican Holdings S.A. de C.V.,
Arclin Mexico S.A. de C.V., and Arclin Operadora S.A. de C.V. --
are not subject to any insolvency proceedings.


ART ADVANCE: Quebec Court OKs Amended Distribution Plan
-------------------------------------------------------
ART Advanced Research Technologies Inc. said the Quebec Superior
Court approved the amended proposal filed by ART under the
Bankruptcy and Insolvency Act.  The Proposal provides for, among
other terms, the distribution of the sum of $375,000 to the
unsecured creditors as well as a reorganization of ART's equity
pursuant to Section 191 of the Canada Business Corporations Act.

The transactions contemplated by the Proposal including the
Reorganization are expected to be implemented and effective by
December 11, 2009.

In consideration of the transactions contemplated under the
Proposal, Dorsky Worldwide Corp. settled the claims of secured
creditors of ART totaling close to $5 million and paid $375,000 to
be used by ART to pay a distribution to its unsecured creditors.

Upon the implementation of the Proposal and Reorganization, all
existing common and preferred shares and other equity of ART will
be automatically cancelled, without payment or compensation to the
holders of such shares and equity, in accordance with the terms of
the Court approved Proposal.  This announcement follows the
announcement made on December 7, 2009 that the unsecured creditors
of ART voted unanimously in support of its Proposal under the BIA,
as amended, at a meeting of Unsecured Creditors held that day.

                  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.


APPLIED SOLAR: Sees Chapter 7 Conversion After Assets Sold
----------------------------------------------------------
ASI Liquidating Co., formerly Applied Solar, Inc., anticipates
that its Chapter 11 bankruptcy case currently pending in the U.S.
Bankruptcy Court for the District of Delaware will be converted to
a Chapter 7 case in the near future, after which time a Chapter 7
Trustee will be responsible for overseeing the liquidation of ASI
Liquidating Co.

The Company has previously completed the sale of substantially all
of its assets to an affiliate of The Quercus Trust, which
affiliate is operating these assets under the name "Applied
Solar."  The remaining assets of the Company consist primarily of
cash received in the Asset Sale, in an amount that is not
sufficient to pay all of its creditors in full.  As a result, it
is anticipated that the stockholders of ASI Liquidating Co. will
not receive any disbursement in connection with the liquidation of
ASI Liquidating Co.

                     About Applied Solar Inc.

Applied Solar, Inc., a Nevada Corporation, is a "next-generation"
solar energy company.  The Company develops, commercializes and
licenses clean energy solutions, innovative solar products and
energy management applications.

Applied Solar was formerly known as Barnabus Energy Inc., Barnabus
Enterprises Inc. and Open Energy Corporation.  Applied Solar Inc.
and its affiliate Solar Communities I LLC filed for Chapter 11 on
July 24 (Bankr. D. Del. Lead Case No. 09-12623).  Katherine J.
Clayton, Esq., represents the Debtors as counsel.  In its
petition, the Debtor listed between $1 million and $10 million in
assets, and between $10 million and $50 million in debts.

Chapter 11 debtor Applied Solar is now known ASI Liquidating Co.,
following the 11 U.S.C. Sec. 363 sale of its assets to The Quercus
Trust.


AVENTINE RENEWABLE: Files Noteholders-Supported Ch. 11 Plan
-----------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., et al., filed with the
U.S. Bankruptcy Court for the District of Delaware a proposed
Chapter 11 plan of reorganization and accompanying disclosure
statement.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan is supported by
holders of 70% of the prepetition unsecured notes who will
backstop the offering of secured notes used to fund the Plan.

The Plan contemplates (i) payment in full in cash either on or
after the effective date to holders of allowed (a) administrative
claims, (b) fee claims, (c) priority tax claims, (d) DIP financing
claims, (e) other priority claims, and (f) prepetition secured
credit facility claims; (ii) to holders of the Kiewit Mt. Vernon
secured claim, the Kiewit Aurora West secured claim and other
secured claims, either reinstatement of such claims, a cash
payment or payments, or return of the collateral securing such
allowed other secured claims; (iii) to holders of prepetition
unsecured notes claims and general unsecured claims, a pro rata
distribution of the unsecured claims stock pool allocable to the
debtor against which such claims are allowed; (iv) to holders of
convenience class claims, a cash payment equal to 35% of the
allowed amount of such claims; (v) to holders of equity interests
in are holdings, the issuance of the warrants; and (vi) no
recovery to holders of equity interests in the subsidiaries.  In
no event will claim holders be entitled to receive value in excess
of the allowed amount of their claims.

Holders of the $315.5 million in unsecured notes and unsecured
creditors owed $15 million will receive their pro rata share of
80% of the new stock.

Upon emergence from Chapter 11, the reorganized Debtors will issue
$105 million in notes that will be secured by senior liens on all
of the reorganized Debtors' assets and used to fund distributions
under the plan as well as the reorganized Debtors' working capital
needs post-emergence.  The reorganized Debtors will also enter
into a $20 million secured asset-based lending facility after the
effective date which will be used to fund liquidity and working
capital needs post-emergence.

The hearing to approve the Disclosure Statement is set for
Jan. 13.  The confirmation hearing for approval of the Plan is
tentatively scheduled for Feb. 24.

                      Means of Implementation

1. Entry into Exit Financing:

   (a) Senior secured notes will be issued by the Reorganized ARE
       Holdings and guaranteed by each of the Reorganized ARE
       Holdings' then existing domestic subsidiaries.

   (b) Holders of allowed prepetition unsecured notes will be
       entitled to subscribe and acquire their pro rata share of
       (i) $105,000,000 in aggregate principal amount of the
       senior  secured notes, and (ii) the shares of noteholder
       new equity.

   (c) The Backstop Purchasers agreed to backstop senior secured
       notes offering.

   (d) ABL credit facility will be closed.  The amount borrowed
       under the facility will be used to fund the Reorganized
       Debtors' working capital needs after the effective date.

2. Allocation of new ARE Holdings common stock and issuance of new
   subsidiary equity interests.

3. Substantive consolidation and merger of ARE LLC into ARE
   Holdings.

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

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

   http://bankrupt.com/misc/AventineRenewable_Ch11Plan.pdf


                     About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRNQ) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States.  In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.

The Company and all of its direct and indirect subsidiaries filed
for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case No.
09-11214).  Joel A. Waite, Esq., and Ryan M. Bartley, Esq., at
Young, Conaway, Stargatt & Taylor, serves as bankruptcy counsel to
the Debtors.  Davis Polk & Wardwell is special tax counsel and
Houlihan, Lokey, Howard & Zukin, Inc., is the financial advisor.
Garden City Group, Inc., has been engaged as claims agent.  Donald
J. Detweiler, Esq., at Greenberg Traurig, LLP, serves as counsel
to the official committee of unsecured creditors.  When it filed
for bankruptcy protection from its creditors, Aventine Renewable
listed between $100 million and $500 million each in assets and
debts.


AVISTAR COMMUNICATIONS: Registers 12.5MM Shares Under 2009 Plan
---------------------------------------------------------------
Stockholders of Avistar Communications Corporation on November 16,
2009, approved the 2009 Equity Incentive Plan, which replaced the
Company's 2000 Stock Option Plan.  On December 8, 2009, 20
calendar days after the mailing of an Information Statement
related to the 2009 Plan to the Company's stockholders, the 2009
Plan became effective.  The total number of shares reserved for
issuance under the 2009 Plan is 12,543,791 shares of the Company's
common stock.

Accordingly the Company filed a Registration Statement on Form S-8
to register the 12,543,791 shares of common stock.  The 12,543,791
shares being registered under this Registration Statement include
(i) 2,508,325 shares of the Company's common stock previously
reserved for issuance under the 2000 Plan but not subject to
outstanding options under such plan, which have been moved to the
2009 Plan, and (ii) up to 10,035,466 shares that may be added to
the 2009 Plan in the future (A) as shares reserved for issuance
under the 2000 Plan and subject to options or similar awards
issued under such plan expire or otherwise terminate without being
exercised in full or are forfeited to or repurchased by the
Company, or (B) pursuant to the automatic annual increase
provisions under the 2009 Plan.

                  About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

At September 30, 2009, the Company had $2.4 million in total
assets, including $382,000 in cash and cash equivalents, against
$14.9 million in total liabilities, resulting in stockholders'
deficit of $12.5 million.

As reported by the Troubled Company Reporter on August 25, 2009,
the Company said it was in discussions with the remaining holders
of its 4.5%Convertible Subordinated Secured Notes to convert the
Notes into shares of common stock in January 2010 or extend the
term of the Notes.

The Nasdaq Stock Market, LLC, has determined to remove from
listing the common stock of Avistar, effective at the open of
business on August 31, 2009.  Based on a review of information
provided by the Company, Exchange Staff determined that the
Company no longer qualified for listing on the Exchange as it
failed to comply with Rule 5505(b)(2).


AXIANT LLC: NCO Group Cancels Contract for Assets
-------------------------------------------------
NCO Group Inc. will not start the auction but may still join the
bidding for the assets of Axiant LLC.  NCO Group terminated its
proposal to acquire Axiant LLC, saying it will continue to pursue
the asset sale in the bankruptcy process, according to a report by
Patrick Lunsford at insideARM.

The parties were in talks for a stalking horse bid by NCO Group of
$2 million plus the assumption of liabilities.  Unless it was
outbid at a January 25 auction, NCO Group would have been required
to buy the assets at the contracted price.  If it was outbid, NCO
Group, as stalking horse, would be entitled to a break-up fee.

Axiant had previously said that it was still in negotiations with
the proposed stalking horse bidder.  It said that it will pursue
an open auction if negotiations don't result to a definitive
contract.

Axiant contemplates a January 20, 2010 deadline for bids.  The
auction will be held January 25 and the sale hearing two days
later, on January 27.  Closing is targeted to occur February 9.

The Court will consider approval of the proposed bidding process
on December 14.

                         About Axiant LLC

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


BERNARD MADOFF: Banque Jacob Safra Seeks to Dismiss Picard Suit
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Banque Jacob Safra
(Gibraltar) Ltd. said it was merely a conduit and should be
dismissed from a lawsuit filed by Irving H. Picard, the trustee
for Bernard L. Madoff Investment Securities Inc., against the
bank's customer Vizcaya Partners.

Bloomberg relates that, separately, the trustee is objecting to
the 8,500 claims filed by investors in so-called feeder funds that
in turn invested in the Madoff Ponzi scheme. The trustee contends
that the feeder funds are the holders of the claims and the
investors aren't entitled to have individual claims against the
Madoff firm.

Mr. Rochelle said in an earlier report that Mr. Picard might end
up suing Carl Shapiro, a philanthropist who claims he lost $545
million in the Ponzi scheme.  Saying he might sue for $1 billion
in fake profits, Mr. Picard said the facts represented by
Mr. Shapiro's lawyers aren't the same that the trustee's staff
worked up in their own investigation.

                      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.).


BERRY PLASTICS: Completes Acquisition of Pliant Corp.
-----------------------------------------------------
Berry Plastics Corporation said December 3, 2009, it has completed
the acquisition of 100% of the common stock of Pliant Corporation
for an acquisition purchase price of $561 million.

Pliant emerged from bankruptcy effective December 3, 2009, and
became a wholly owned direct subsidiary of Berry.  The acquisition
was funded with the proceeds from the private placement of notes
in October.  As reported by the Troubled Company Reporter, Berry
Plastics on October 29, 2009, said it would issue, through its two
newly formed, wholly owned subsidiaries:

     -- $370 million of first priority senior secured notes due
        2015; and

     -- $250 million of second priority senior secured notes due
        2014.

The First Priority Notes will bear interest at a rate of 8-1/4%
payable semiannually, in cash in arrears, on May 15 and
November 15 of each year, commencing May 15, 2010 and will mature
on November 15, 2015.

The Second Priority Notes will bear interest at a rate of 8-7/8%
payable semiannually, in cash in arrears, on March 15 and
September 15 of each year, commencing March 15, 2010, and will
mature on September 15, 2014.

The newly acquired business will be operated as Berry's Specialty
Films Division and will be run by R. David Corey, the former Chief
Operating Officer of Pliant.  Berry's current Flexible Films
Division will now be known as the Film Products Division.

A full-text copy of Berry's disclosure on Form 8-K filed with the
Securities and Exchange Commission is available at no charge at:

               http://ResearchArchives.com/t/s?4b79

                         About Pliant Corp

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
value-added film and flexible packaging products for personal
care, medical, food, industrial and agricultural markets.  Pliant
operates 16 manufacturing facilities around the world, and employs
approximately 2,800 people with annual net sales of $900 million
for the 12 months ended September 30, 2009.  Barclays Capital
acted as the exclusive financial advisor to Apollo Management,
Graham Partners and Berry Plastics in conjunction with the Pliant
restructuring process.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.

                      About Berry Plastics

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

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

                          *     *     *

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


BI-LO LLC: Rejects Delhaize Bid, Opts for Stand-Alone Plan
----------------------------------------------------------
Scuttlebiz's Tim Rausch relates that BI-LO LLC rejected the offer
of Food Lion's Belgian-based owner, Delhaize, to pay $425 million
for most of the Company, and decided to complete its Chapter 11
bankruptcy proceeding with its own plan of reorganization.
Delhaize offer had raised some questions about whether BI-LO's
stores would close after all become Food Lions.

As reported by the Troubled Company Reporter on Nov. 24, 2009, the
Company has filed a proposed Chapter plan, which is funded by a
$150 million new equity investment from Lone Star Funds and $200
million in debt.

                            About BI-LO

Headquartered in Mauldin, South Carolina, BI-LO LLC operates 214
supermarkets in South Carolina, North Carolina, Georgia and
Tennessee and employs approximately 15,500 people.

Dallas-based Lone Star Funds bought the business in 2005 from
Koninklijke Ahold NV, the Dutch supermarket operator.  Lone Star
also owns Bruno's Supermarkets LLC, a chain of 66 stores
that filed under Chapter 11 in February in Birmingham, Alabama.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
George B. Cauthen, Esq., Frank B. Knowlton, Esq., at Nelson
Mullins Riley & Scarborough, L.L.P; Josiah M. Daniel, III, Esq.,
Katherine D. Grissel, Esq., at Vinson & Elkins L.L.P. in Dallas;
and Dov Kleiner, Esq., Alexandra S. Kelly, Esq., at Vinson &
Elkins L.L.P., in New York, serve as counsel.  Kurtzman Carson
Consultants LLC serves as notice and claims agent.  BI-LO listed
between $100 million and $500 million each in assets and debts.


BLUEHIPPO FUNDING: Wants Case Converted to Chapter 7 Liquidation
----------------------------------------------------------------
Barely more than two weeks after voluntarily filing for chapter 11
protection, BlueHippo Funding, LLC and its affiliates has filed a
motion requesting that their bankruptcy cases be converted to
chapter 7 liquidation cases.

NetDockets says the motion is the apparent result of an order
entered on December 2 by Judge Kevin Gross.  BlueHippo had sought
a preliminary injunction and temporary restraining order against
its automated clearing house processor, Checkgateway LLC, which it
asserted was wrongfully holding funds of BlueHippo and the other
debtors.  Judge Gross denied the motion for a preliminary
injunction and TRO, and refused to direct Checkgateway to turn
over the disputed funds to the Debtors.

According to NetDockets, BlueHippo said without those funds, it
lacks sufficient funding "to satisfy administrative expenses that
will continue to accrue if these cases are maintained in chapter
11."  BlueHippo said it has no choice but to seek conversion of
the cases and liquidate under chapter 7.

BlueHippo Funding LLC is a direct marketer of computers to
consumers with poor credit records.  The company generated $33.1
million in sales during 2008 and $21.5 million through September
this year.  NetDockets says BlueHippo described itself as offering
customers with poor credit "an effective alternative way . . . to
purchase computers and other electronic equipment."  However, its
business practices had been the subject of class action lawsuits
and legal action by the Federal Trade Commission.  The net loss
this year is $1.8 million. BlueHippo is owned by Joseph K. Rensin.

BlueHippo Funding LLC and several affiliates filed for Chapter 11
on November 23, 2009.  The case is In re Distinctive Call Response
LLC, 09-14154, U.S. Bankruptcy Court, District of Delaware
(Wilmington).  Eric Michael Sutty, Esq., at Fox Rothschild LLP, in
Wilmington, Delaware, represents the Debtors.  BlueHippo said it
has assets of $10 million while debt is $12.1 million.


BLUMENTHAL PRINT: To Liquidate Assets; Leaves 160 Jobless
---------------------------------------------------------
Gary Evans at Furniture Today says Blumenthal Print Works Inc. is
closing its business after 80 years of operations, leaving about
30 employees in its headquarters and 130 workers at its jacquard
plant in Marion, South Carolina, without jobs.

As reported by the TCR on Dec. 3, the Company has been compelled
to liquidate after the Bankruptcy Court allowed the secured lender
Whitney National Bank to foreclose its plant and most other
property.

Blumenthal Print Works -- http://www.blumenthalprintworks.com/--
operated a home furnishing and decorative fabric company.  The
Company and its affiliate, Blumenthal Mills, Inc., sold jacquard,
circular knits and velours.

The Company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. E.D. La. Case No. 08-12532).  Blumenthal Mills also filed
for Chapter 11 protection.  Bernard H. Berins, Esq., and Jan Marie
Hayden, Esq., at Heller Draper Hayden Patrick & Horn LLC, assist
the Debtors in their restructuring effort.  The Debtors each
listed assets of $1 million to $10 million and debts of
$10 million to $50 million in their petitions.


BOMBARDIER INC: Fitch Says Sector's Outlook Steady, Risks Remain
----------------------------------------------------------------
Credit quality in the U.S. commercial aerospace industry will
remain under pressure in 2010, while the U.S. defense sector is
likely to experience more stability, according to Fitch Ratings.
Fitch expects deliveries in all commercial aerospace original
equipment segments to decline in 2010, but aftermarket sales
should begin to improve modestly.  Defense spending will continue
to grow in the low single digits.

'Beyond 2010 the industry faces some key issues: likely additional
production cuts at Boeing and Airbus, and possible declines in
U.S. Department of Defense modernization spending,' said Craig
Fraser, Managing Director at Fitch.  'Rating upgrades are unlikely
in 2010, and downgrades remain a risk for some commercial
aerospace companies.'

Credit metrics for many A&D companies deteriorated in 2009, but
they are likely to be steady in 2010.  Profits and cash flows
could be helped by improvement in the high-margin aftermarket, the
full-year impact of 2009 cost reductions, and defense growth, but
they will be held back by higher pension expense and weak
commercial OE markets.  Fitch says liquidity remains strong after
improving in 2009 because of lower share repurchases and some
opportunistic debt issuance, but the company expects cash
deployment will increase during 2010, particularly for
acquisitions and pension contributions.

Key risks for the sector include the weak global economic
recovery, exogenous shocks (terrorism, disease pandemic, etc.),
large U.S. government deficits, and execution on new programs.
The 787 program remains a continuing source of risk for Boeing and
its suppliers.  Flight hours and airline traffic have moved off of
cyclical lows, but they remain at depressed levels.  A general
risk is that some production rates have not been revised downward
materially despite the weak economy.  Fitch does not expect that
financing availability will be a limit on aircraft deliveries in
2010, although some concerns remain in the aircraft finance
business.  Longer-term, Fitch considers the commercial outlook
solid because of large backlogs and the need to build aerospace
infrastructure in developing regions.

Commercial Aerospace:

These expectations for key commercial aerospace segments are
incorporated into Fitch's forecasts:

  -- Large Commercial Aircraft: Fitch expects LCA deliveries from
     Boeing and Airbus will decline approximately 5% in 2010 to
     920 aircraft, with revenues down 5%-10%.  These estimates
     incorporate the announced production cuts for the A320 family
     (down two aircraft per month) and B777 (down almost 30%),
     but they exclude possible 787 deliveries (discussed below).
     Fitch believes there is a strong chance of additional
     production cuts, but these are more likely to take place in
     2011.  Long manufacturing lead times, advance payment
     requirements, and indications of sold-out 2010 production
     schedules support the argument against additional cuts next
     year, unless they are announced in the next few months to
     take effect at the end of 2010.

Fitch's forecasts will include additional 5%-15% cuts beginning in
2011.  Fitch forecasts the additional LCA production reductions in
2011 because of a moderate global economic recovery, airline
capacity reductions in 2008 and 2009, substantial airline losses,
and deliveries that are exceeding typical aircraft retirements.
However, the eventual production declines should be moderate
relative to prior LCA cycles as a result of large backlogs,
production restraint since the last downturn, some remaining
overbooking in the delivery plans, and the geographic diversity of
the customer base.  In addition, the long-term nature of aircraft
assets, as well as operating cost savings, provide incentive for
customers to continue taking delivery of aircraft despite
cyclically weak airline traffic.  If the projected production cuts
are managed with sufficient lead time, both the manufacturers and
the supply base should be able to adjust their cost structures in
time to prevent deterioration of their credit profiles.

Fitch expects LCA orders to be low in 2010 and 2011, a
continuation of the trend in 2009, in which there have been only
287 net orders through November compared to 867 deliveries during
the same period.  There were 142 cancellations through November,
and Boeing has indicated that it had approximately 215 deferrals
in the first three quarters.  Low orders are not a credit concern
given that Boeing and Airbus had a combined backlog of 6,849
aircraft at the end of November, equal to more than seven years of
production at estimated 2010 rates.  Excluding 787 and A350
backlogs, the industry still has almost six years worth of orders.

Boeing's 787 program will continue to be a key concern for the LCA
sector and its supply base in 2010.  If Boeing meets its current
schedule, Fitch estimates the company could deliver 10-15 787s in
late 2010, but there is considerable risk to the schedule,
including an aggressive flight testing program, certification, and
the production ramp-up.  Boeing will be building 787s through the
flight testing program, exposing the company to the risk of
reworking some aircraft if problems are discovered during the
flight tests.  Uncertainty over customer penalties and supplier
claims add to the 787s risks.  Through November, the 787 accounted
for the bulk of Boeing's order cancellations (83 out of 111),
although the company still has 840 firm orders for the aircraft.

  -- Commercial Aftermarket/Services: The commercial aftermarket
     will likely be the first part of the aerospace industry to
     recover from the downturn.  Fitch forecasts aftermarket
     spending will be flat to up 5% in 2010, with a weak first
     half offset by an improved second half.  The expected
     economic rebound should drive airline traffic growth and
     eventually will lead to rising flight hours and capacity,
     which are the primary drivers of aftermarket spending.  Some
     inventory rebuilding and completion of deferred maintenance
     should also help the aftermarket recover in 2010.  Business
     jet utilization has also been improving off of a low base,
     which will aid aftermarket spending in that sector.

Fitch's general concern for the aftermarket is that current
conditions are still very weak, with many companies reporting
double digit declines year-over-year in the third quarter.  Some
capacity metrics are still negative despite indications of
increased airline traffic.  Fitch will have more conviction on the
outlook for this sector once capacity starts to increase.
Companies with healthy exposures to this high-margin segment
include Goodrich, Honeywell, Rockwell Collins, Transdigm, and
United Technologies.

  -- The business jet market was the worst commercial aerospace
     sector in 2009, suffering a rapid and severe downturn.
     Industry deliveries fell 38% through September, and Fitch
     expects a 35%-40% unit decline for the year, with revenues
     likely down 25%-30%.  An eventual peak-to-trough unit decline
     of 50% or more for the industry is not out of the question,
     and Fitch expects aircraft deliveries to fall another 5%-10%
     in 2010 from 2009 levels.  The large unit declines result
     from hundreds of order cancellations and the failure of light
     jet manufacturer Eclipse Aviation.

Although utilization rates have started to rise and corporate
profits have turned up, Fitch expects continued weakness in the
sector because utilization rates are still well below peak levels
and the corporate profit improvement is largely due to cost
cutting.  This sector will continue to be volatile because of the
discretionary nature of the product, the availability of numerous
substitute forms of travel, and the relationship to corporate
profits.  A key development in the sector in the past five years
has been strong orders from outside North America, and these
international orders could be the catalyst for an upturn beyond
2010.  Manufacturers in this sector include Bombardier, Dassault
Aviation, Embraer, General Dynamics, Hawker Beechcraft, and
Textron, as well as key suppliers such as Honeywell.

  -- The regional aircraft market (regional jets and turboprops)
     has many of the same drivers as the LCA market, but it has
     lower backlogs.  Orders so far in 2009 have been weak, and
     the outlook for this sector is negative for 2010.  Regional
     jets deliveries from Bombardier and Embraer will probably
     fall about 15% in 2009 and at least 15% in 2010, excluding
     possible deliveries from new entrants in the market.  Fitch
     estimates that turboprop deliveries from Bombardier and ATR
     (a joint venture between EADS and Finmeccanica) will rise
     modestly in 2009, but they will likely decline 5% in 2010.
     New entrants into the regional jet market remain an important
     part of the sector's outlook, and in 2010 the market will
     likely see the initial deliveries of Sukhoi's Superjet 100
     and China's ARJ21.

Defense:

High U.S. DoD spending levels continue to support defense sector
credit quality, and the outlook is still favorable in the near
term because spending in fiscal year 2010 will continue to rise.
The core DoD budget should grow approximately 4% in FY2010, and
modernization spending (procurement plus R&D), the most relevant
part of the budget for defense contractors, should be up 2%-3%.
Fitch believes that FY2010 is probably the peak in modernization
spending, and there are several risks to monitor in FY2011 and
beyond.  These include the Obama Administration's first full
budget in FY2011, the Quadrennial Defense Review, and the large
projected federal budget deficits in FY2009-FY2011.  In addition
to spending levels, some other changes proposed by the new
administration could have a detrimental impact on defense
contractors, including acquisition reform and the 'insourcing' of
services previously contracted out by the DoD.

Fitch believes core modernization spending could decline 1%-2% in
FY2011, although the overall core budget could rise.  The FY2011
budget and QDR will likely continue the changes the Obama
administration introduced in the current year's budget, and Fitch
is not anticipating any dramatic shifts.  Fitch expects
supplemental spending that supports operations in Iraq and
Afghanistan will fall over the next several years, but for several
reasons the decline will be gradual, and the supplemental spending
will not disappear.  Spending related to Iraq will be down, but
spending in Afghanistan will increase.  Some security spending by
the U.S. in Iraq will likely be replaced by Iraqi government
spending, which could continue to be a source of revenues to U.S.
contractors.  Finally, the DoD will need to refurbish or replace
some equipment and material that is in poor condition or left in
Iraq.

Given the strong credit metrics and liquidity at most of the
leading defense contractors, ratings in the sector are unlikely to
be pressured by modest declines in modernization spending.
Program execution and cash deployment probably present greater
risks.  Defense company backlogs fell in the first three quarters
of 2009 due to some program cancellations, although orders in the
fourth quarter could reverse some of the decline.

Liquidity and Cash Deployment:

Strong liquidity and financial flexibility helped the North
American A&D industry withstand the difficult economy in 2009, and
the industry even improved its liquidity position in the past 12
months, although at the expense of increasing total debt to
$60 billion from $55 billion.  At the end of the third quarter the
top 15 A&D companies rated by Fitch in North America had
$35 billion in cash compared to approximately $5 billion in
current debt maturities and short-term debt.  The only material
credit facilities set to expire in 2010 (GD, L-3, and RTN) have
already been replaced.

Many companies in the sector pulled back on discretionary
expenditures in 2009 (share repurchases fell $10 billion, for
example) in the interests of building liquidity.  With
stabilization appearing in some parts of the A&D sector, Fitch
expects greater cash deployment in 2010.  Acquisition activity
began to increase in the past quarter, and Fitch expects this will
continue in 2010.  Share repurchases and dividend increases will
likely rise as well.

Higher pension contributions will be another use of cash in 2010.
The A&D sector has seven of the largest 25 pension plans in
corporate America, and some are significantly underfunded.  The
situation is mitigated for defense contractors, which get some
recovery of pension costs in government contracts.  Harmonization
of Cost Accounting Standards and the Pension Protection Act is
something to watch during 2010.

In Fitch's view, Boeing will have the most significant liquidity
pressures in 2010.  Delays in the 787 and 747-8 programs over the
past 18 months have negatively affected Boeing's credit quality
because of inventory build-up, delayed advance payments, and
higher development expenses.  Cash flow pressures will likely
persist into 2011 due to continued inventory build-up in support
of initial 787 deliveries.  Although free cash flow will probably
be positive in 2009, Fitch believes that break-even or negative
free cash flow is possible in 2010 depending on the ultimate
schedule for 787 deliveries, production rates on other aircraft
models, and the company's working capital management, which has
been good in 2009 considering the 787 inventory pressures and
reduced advances because of lower orders.

Aircraft Finance:

Fitch does not expect that financing availability will be a limit
on aircraft deliveries in 2010, although some concerns remain in
the aircraft finance business.  The aircraft finance market was
not as bad as feared in 2009, and Fitch expects this trend to
continue because credit markets have improved and lower forecasted
aircraft deliveries will mean a lower financing requirement than
in 2009.  Fitch projects funding requirements will be
$60-$65 billion for LCA and regional aircraft in 2010, about
$5 billion lower than in 2009.  An additional $10-$15 billion
could be needed for business jets, also down versus 2009.

Concerns in the aircraft finance market include the damaged
business models of some large aircraft lessors, the exit of some
banks from the market, and indications that pre-delivery payment
financing was difficult for some airlines in 2009.  Several
factors offset these concerns, including strong support from
export credit agencies, the emergence of some regional financial
players in the market, better capital markets activity in the past
few months, and the ability of Boeing and Airbus to provide
customer financing.  Fitch estimates that ECAs could support
approximately 25% of LCA deliveries in 2009, illustrating the
benefit the industry has received from indirect government
support.  It looks like Boeing and Airbus will finance less than
$2 billion of new aircraft in 2009, leaving the companies with the
capacity to help customers in 2010 if needed.  New aircraft serve
as attractive lending collateral due to the mobility of the
assets, operating efficiency compared to previous aircraft
generations, and unique treatment in bankruptcy in some
jurisdictions.

The comments above apply to new aircraft financing, not
refinancings of existing debt.  Fitch estimates that there will be
$14 billion of maturing airline debt in the U.S. alone in 2010-
2011.

Economic Assumptions:

Underpinning Fitch's A&D outlook is the firm's most recent global
economic outlook, which as of October 2009 calls for global GDP to
shrink 2.8% in 2009, followed by global growth recovery to 2% in
2010 and 2.7% in 2011.  GDP should rise, but from a low base, and
expansion will be weak relative to previous recoveries.  There is
some uncertainty in 2011 due to likely tightening of monetary and
fiscal stimulus.  Fitch expects GDP to grow 6.5% in the BRIC
countries (Brazil, Russia, India, China) in 2010.  Although global
GDP looks set to return to positive growth, the absolute level of
GDP is low and, in the U.S., it is possible that GDP may not
return to the 2008 level until 2011.

Fitch's specific A&D assumptions include no recovery in 2010 other
than early cycle parts such as aftermarket.  Late cycle segments
such as original equipment will continue to be weak, showing some
volume declines, although nowhere near as dramatic as in 2009 or
in the last downturn that began in 2001.

A more detailed report on the global 2010 aerospace & defense
industry outlook will be available on the Fitch Ratings Web site
at 'www.fitchratings.com' in January.

Fitch-rated issuers and their current Issuer Default Ratings in
the North American aerospace/defense sector:

  -- Alliant Techsystems Inc. (ATK) ('BB'; Outlook Stable);

  -- Boeing Company (BA) ('A+'; Outlook Negative);

  -- Bombardier Inc. (BBD/B) ('BB+'; Outlook Negative);

  -- General Dynamics Corporation (GD) ('A'; Outlook Stable);

  -- Goodrich Corporation (GR) ('BBB+'; Outlook Stable);

  -- Honeywell International Inc. (HON) ('A'; Outlook Negative);

  -- ITT Corporation (ITT) ('A-'; Outlook Stable)

  -- L-3 Communications Corporation (LLL) ('BBB-'; Outlook
     Stable);

  -- Lockheed Martin Corporation (LMT) ('A-'; Outlook Stable);

  -- Northrop Grumman Corporation (NOC) ('BBB+'; Outlook Stable);

  -- Raytheon Company (RTN) ('A-'; Outlook Stable);

  -- Rockwell Collins, Inc. (COL) ('A'; Outlook Stable);

  -- Textron Inc. (TXT) ('BB+'; Outlook Negative);

  -- Transdigm Group (TDG) ('B'; Outlook Stable);

  -- United Technologies Corporation (UTC) ('A+'; Outlook Stable).


BUCKHEAD COMMUNITY: Receivership to Cue Lenders' Default Notice
---------------------------------------------------------------
Buckhead Community Bancorp, Inc., disclosed in a regulatory filing
that in connection with the receivership of The Buckhead Community
Bank, its wholly owned commercial banking subsidiary, both the
Company and the Bank expect to receive notices, from substantially
all of the counterparties -- including, without limitation,
lenders -- to the Company's or the Bank's material agreements, of
alleged events of default under those agreements, and of those
counterparties' intentions to terminate those agreements or
accelerate the Company's or the Bank's performance of those
agreements.

The Company or the Bank may dispute certain of those notices.
However, in the event of a default by the Company or the Bank
under one or more of those material agreements, or in the event of
the termination of one or more of the material agreements, the
Company's or the Bank's financial and other obligations under such
agreements may be accelerated.  The Company or the Bank may be
subject to penalties under those agreements and also may suffer
cross-default claims from counterparties under the Company's or
the Bank's other agreements.

As reported by the Troubled Company Reporter, the Georgia
Department of Banking and Finance on December 4, 2009, closed
Buckhead Community and the Federal Deposit Insurance Corporation
was named as the receiver of the Bank.  The Company's principal
asset is the common stock that it owns in the Bank, and, as a
result of the closure of the Bank, the Company has very limited
remaining tangible assets.  As the owner of all of the capital
stock of the Bank, the Company would be entitled to the net
recoveries, if any, following the liquidation or sale of the Bank
or its assets by the FDIC.  However, at this time, the Company is
unable to provide any assurance that any recovery will be realized
by the Company or the timing of any such recovery.

In connection with the closure of the Bank, the FDIC entered into
a purchase and assumption agreement with State Bank and Trust
Company of Macon, Georgia, pursuant to which State Bank assumed
the deposits of the Bank.  Accordingly, depositors of the Bank,
including those with deposits in excess of the FDIC's insurance
limits, will automatically become depositors of State Bank for the
full amount of their deposits, and they will continue to have
uninterrupted access to their deposits.  Depositors will continue
to be insured by the FDIC, so there is no need for customers to
change their banking relationship to retain their deposit
insurance.

The Bank's seven offices reopened December 7, 2009, as branches of
State Bank.  However, for a period of time, customers of both
banks should continue to use their existing locations until State
Bank can fully integrate the deposit records of the Bank.

State Bank purchased essentially all of the Bank's assets, which
totaled approximately $874.0 million as of November 6, 2009, and
entered into a loss-share transaction with the FDIC with respect
to approximately $692 million of the Bank's assets.

To date, no other entity or newly chartered bank has been involved
in the process of closing and unwinding the Bank.  The management
teams of the Company and the Bank have been working closely with
the Georgia Department, the FDIC and State Bank to make the
transition as smooth as possible for the Bank's customers.

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


CANADIAN SUPERIOR ENERGY: Coughlin Stoia Files Class Suit
---------------------------------------------------------
Coughlin Stoia Geller Rudman & Robbins LLP disclosed that a class
action has been commenced in the United States District Court for
the Southern District of New York on behalf of purchasers of the
common stock of Canadian Superior Energy Inc. between January 14,
2008, and February 17, 2009, inclusive, seeking to pursue remedies
under the Securities Exchange Act of 1934.  Canadian Superior is
not named in this action as a defendant as it sought protection
under Canadian bankruptcy and reorganization laws and has since
reorganized.

The complaint charges certain of Canadian Superior's former
executives with violations of the Exchange Act.  Canadian Superior
engages in the exploration for, acquisition, development, and
production of petroleum and natural gas, and liquefied natural gas
projects primarily in western Canada, offshore Nova Scotia,
offshore Trinidad and Tobago, the United States, and North Africa.

The complaint alleges that, throughout the Class Period,
defendants failed to disclose material adverse facts about the
Company's true financial condition, business and prospects.  On
August 16, 2007, Canadian Superior and Challenger Energy jointly
issued a press release announcing that BG International Limited
entered into a farm-in agreement and joint operating agreement
with Canadian Superior to participate in the exploration drilling
and development of the Intrepid Block 5(c) (the "Joint Venture").
Specifically, the complaint alleges that defendants failed to
disclose: (i) that the discovered reserves for Intrepid Block 5(c)
were below the economic threshold for development; (ii) that
Canadian Superior had notified BG of its intention to commence a
corporate sale in November 2008 so that it could overcome the
financial constraints that were preventing it from meeting its
funding obligations under the Joint Operating Agreement; (iii)
that Canadian Superior had violated the terms of the Joint
Operating Agreement with BG, thus potentially endangering its
interest in the Joint Venture; (iv) that Canadian Superior failed
to timely pay Maersk, the drilling operator, and potentially other
contractors, thereby jeopardizing the operation of the Joint
Venture; and (v) as a result of the foregoing, defendants lacked a
reasonable basis for their positive statements about the Company,
its prospects and earnings growth.

On February 12, 2009, Canadian Superior issued a press releasing
announcing the "appointment, upon the application of BG of an
interim Receiver of its participating interest in Intrepid Block
5(c).  Pursuant to the Court Order, the Receiver, in conjunction
with BG, will operate the property and conduct the flow testing of
the Endeavour well which Canadian Superior believes will validate
its operations to date." In response this announcement, shares of
the Company's stock fell $0.40 per share, or 44%, from a close of
$0.90 per share on February 11, 2009, the last trading date before
the announcement, to close at $0.50 per share, on extremely heavy
trading volume.

On February 17, 2009, Canadian Superior announced that it had
received a demand letter from the Canadian Western Bank for
repayment of all amounts outstanding under Canadian Superior's
$45 million credit facility with the bank by February 23, 2009.
The Company also announced that it was in discussions with
alternative lenders.  In response to this announcement, shares of
the Company's stock fell $0.16 per share, or 30%, from a close of
$0.54 per share on February 13, 2009, the last trading date before
the announcement, to close at $0.38 per share, on extremely heavy
trading volume.

Plaintiff seeks to recover damages on behalf of all purchasers of
Canadian Superior common stock during the Class Period.  The
plaintiff is represented by Coughlin Stoia, which has expertise in
prosecuting investor class actions and extensive experience in
actions involving financial fraud.

Coughlin Stoia, a 190-lawyer firm with offices in San Diego, San
Francisco, Los Angeles, New York, Boca Raton, Washington, D.C.,
Philadelphia and Atlanta, is active in major litigations pending
in federal and state courts throughout the United States and has
taken a leading role in many important actions on behalf of
defrauded investors, consumers, and companies, as well as victims
of human rights violations. The Coughlin Stoia Web site
(http://www.csgrr.com)has more information about the firm.


CASCADE GRAIN: Ethanol Plant Sold to JH Kelly for $15MM
-------------------------------------------------------
The Bankruptcy Court approved the Chapter 7 sale of Cascade
Grain's Clatskanie ethanol plant to JH Kelly LLC of Longview,
Washington, for $15 million.  JH Kelly, who built the Company's
plant, was the only bidder for the facility.

According to Bill Rochelle at Bloomberg, the sale contract calls
for Kelly to pay $15 million, including a so-called credit bid as
much as $11.5 million.  The remainder is cash, with $3 million
going to other secured creditors plus $400,000 to the bankruptcy
trustee.

According to Portland Business Journal, the state of Oregon has a
secured claim of $20 million.  Because secured claims total
$120 million, the state will recover about $500,000, the report
said.

The book value of the plant was $177 million.  Experts testified
that the market value ranged between $18 million and $55 million.

Cascade Grain Products LLC -- http://www.cascadegrain.com/-- is a
member of a family of companies ultimately controlled by Berggruen
Holdings Ltd.  Cascade Grain Products has a 113.4-million gallon
ethanol plant in Oregon.

Cascade Grain Products filed for Chapter 11 on January 28, 2009
(Bankr. D. Ore. Case No. 09-30508).  Douglas R. Pahl, Esq., at
Perkins Coie LLP, represents the Debtor.  The petition says that
assets and debts range $100 million to $500 million.

The U.S. Bankruptcy Court for the District of Oregon converted
Cascade Grain's Chapter 11 reorganization case to Chapter 7
liquidation.


CASCADES INC: Moody's Assigns 'Ba3' Rating on US$250 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Cascades Inc.'s
proposed US$250 million senior notes due 2020.  The rating outlook
is stable.  The expected use of proceeds from the note offering is
to partially fund the tender offer of Cascades 7.25% and 6.75%
senior notes maturing in 2013.  The new notes will be unsecured
and will rank equally in right of payment with all of the
company's existing senior unsecured indebtedness.  The proposed
notes will rank behind the company's senior secured bank facility
(rated Baa3) and will be rated one notch below the corporate
family rating, in accordance with Moody's loss-given-default
methodology.  Cascades' Ba2 corporate family rating reflects the
diversity derived from its containerboard, boxboard, specialty
packaging and tissue businesses, the relatively stable margins of
these products, the improved financial performance of the boxboard
segment, and the company's vertically integrated operations.
Offsetting these strengths are the company's lack of geographic
diversification, exposure to the strong Canadian dollar, volatile
input costs and the company's tendency to conduct relatively small
debt-financed acquisitions.  The company's SGL-2 liquidity rating
reflects expectations of continued positive free cash flow
generation, the company's borrowing capacity under its committed
bank lines, expectations of ongoing compliance with financial
covenants, no significant near term debt maturities, and strong
alternative liquidity potential from assets sales.  The stable
rating reflects Moody's expectations that the company's improved
financial and operating performance will be sustained as economic
conditions improve.

Assignments:

Issuer: Cascades Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3

Moody's last rating action on Cascades was on November 18, 2009,
when Moody's assigned a Ba3 rating to the company's proposed
senior notes due 2016 and 2017.

Headquartered in Kingsey Falls, Quebec, Cascades is a
predominantly North American producer of recycled boxboard,
containerboard, and specialty packaging and tissue products.


CASCADES INC: S&P Assigns 'B+' Rating on US$250 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level and recovery ratings to Cascades Inc.'s US$250 million
senior unsecured notes.  S&P rates the notes 'B+' (one notch below
the corporate credit rating on Cascades), with a recovery rating
of '5', indicating S&P's expectations of modest recovery (10%-30%)
in the event of payment default.

"The 'BB-' corporate credit rating on Cascades reflects what S&P
view as the company's good market position in consolidated
markets, a diverse revenue stream, and vertical integration," said
Standard & Poor's credit analyst Jatinder Mall.  These risks are
partially mitigated, in S&P's opinion, by what S&P view as the
company's high debt levels, recent history of lower profitability,
and exposure to cyclical boxboard and containerboard prices and
volumes.

The stable outlook reflects recent improvement in credit metrics
and S&P's expectations that Cascades' profitability will improve
in the next 12 months.  Standard & Poor's could lower the ratings
if increasing fiber and energy costs lead to lower EBITDA
generation, placing pressure on credit metrics and resulting in a
leverage ratio of more than 5x.  On the other hand, an upgrade
would probably require Cascades to pay down debt and demonstrate
its ability to sustain a leverage ratio of about 3.5x-4.0x.

                           Ratings List

                           Cascades Inc.

       Corporate credit rating                BB-/Stable/--

                         Rating Assigned

            US$250 million senior unsecured notes   B+
             Recovery rating                        5


CATHOLIC CHURCH: Wilmington Wants Withdrawals in Pooled Account
---------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to issue:

  (a) an interim order, pursuant to Sections 345(b), 363 and
      105(a) of the Bankruptcy Code:

      -- authorizing certain withdrawals from a pooled
         investment account for the benefit of the Diocese and
         certain pooled investors;

      -- granting a further waiver of the deposit guidelines of
         Section 345(b) on an interim basis; and

      -- scheduling a final hearing on their request; and

  (b) a final order:

      -- authorizing the continued use of the pooled investment
         program and the processing of withdrawal requests from
         pooled investors in the ordinary course;

      -- waiving the deposit guidelines of Section 345 on a
         final basis; and

      -- authorizing the Diocese to take all actions necessary
         or appropriate to transfer possession of Pooled
         Investment Funds to one or more non-debtor fiduciaries.

The request concerns a pooled investment account held by The Bank
of New York Mellon, as custodian, pursuant to a custody agreement
with the Diocese.  The Diocese maintains the custodial account on
behalf of itself and certain non-debtor parishes and other
Catholic entities, which mutually benefit from the aggregation of
their investment capital and the sharing of overhead and
transaction costs.

The Diocese processes all deposits into, and withdrawals from, the
account on behalf of the pooled investors, and maintains books and
records detailing each investor's sub-account balances, allocated
gain or loss, and allocated costs and expenses.  As of
September 30, 2009, the value of the Diocese's assets in the
account was approximately $44.2 million.  The value of the non-
debtors' assets in the account was approximately $76.2 million.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, contends that it is not reasonably
disputable that the Diocese has no interest in assets contributed
by non-debtors to the pooled investment account.  Accordingly, he
says, those assets are not property of the Diocese's bankruptcy
estate.  However, he notes, even if the assets were property of
the estate, the Diocese would be permitted to process withdrawal
requests made in the ordinary course of business in accordance
with the Diocese's historical practices and consistent with the
practices of other diocesan "pooled investment" programs in the
United States of America.

Notwithstanding the fact, the Diocese did not seek relief with
respect to the pooled investment account in its first-day
pleadings, save for seeking an interim waiver of the deposit
requirements of Section 345, Mr. Patton asserts.  To alleviate any
other concerns about the pooled investment program the Court or
any parties-in-interest may have had, the Diocese agreed on the
record of the first-day hearing in the case not to make any
deposits into or withdrawals from the pooled investment account
for at least 30 days absent a Court order.

The voluntary freeze on the pooled investment account was a
temporary solution to avoid unnecessary controversy while
permitting an official committee of unsecured creditors time to
get organized and to perform due diligence.  The freeze, however,
cannot continue indefinitely because substantially all the liquid
assets and working capital of the Diocese and certain of the non-
debtor pooled investors are tied up in the pooled investment
account, Mr. Patton contends.  He adds that continued inability to
access amounts held in the pooled investment fund will prejudice
these entities, their ministries, and the communities and
individuals they serve.

Particularly vulnerable is Catholic Charities, Inc., which
provides critical social services to families and individuals in
Delaware and Maryland, including residential care of severely
emotionally disturbed children, residential care of pregnant or
newly parenting minors and their infants, intensive outpatient
mental health treatment to emotionally disturbed children and
their families, routine outpatient mental health treatment and
addiction counseling, residential care to homeless adults, and
emergency financial assistance to individuals and families in
crisis, Mr. Patton reveals.

Although the Diocese would be within its rights to resume ordinary
course transfers into and out of the pooled investment account
following expiration of its self-imposed, 30-day moratorium, the
custodian for the pooled investment account has expressed concern
about permitting any transfers from the account and has indicated
it may freeze the account, including any trading within the
investment funds, pending further Court order, Mr. Patton tells
the Court.  Thus, he says, the Diocese needs at least interim
relief from the Court to make certain withdrawals from the pooled
investment account and to process certain withdrawal requests from
non-debtor pooled investors so as to avoid undue harm.

With respect to the Diocese's assets in the pooled investment
account, the United States Trustee has expressed concern that the
account does not comply with the requirements of Section 345.  The
Diocese believes the pooled investment account will yield the
maximum reasonable net return on the Diocese's liquid assets, and
that a final waiver of the Section 345 deposit requirements would
be appropriate.

Nevertheless, Mr. Patton avers, even if the Court were to
determine that a final waiver is inappropriate, the Diocese is
dubious that liquidating and transitioning approximately
$44.2 million of diversified investments into a money market
account or other 345-compliant investment vehicle could be
accomplished prior to expiration of the current interim waiver.
Thus, he explains, the Diocese will need a further interim waiver
of the Section 345 deposit requirements to afford it time to work
through these issues with the United States Trustee and the
Official Committee of Unsecured Creditors.

Beyond their immediate need to access their liquid assets and
working capital, the non-debtor pooled investors have expressed
concern that requests for withdrawals from the pooled investment
account may be delayed by the bankruptcy process going forward,
Mr. Patton relates.

The Diocese believes the long-term solution with respect to the
pooled investment account may be to transition administration from
the Diocese to a non-debtor fiduciary that can provide the non-
debtor pooled investors more direct access to their funds while at
the same time preserving the benefits of a single, aggregated
investment pool.  One solution, which the Diocese had considered
prepetition is to transfer the pooled investors' interests in the
pooled investment account to one or more holding entities that
will have a direct contractual relationship with the custodian,
thus permitting non-debtors to make deposits and withdrawals
without interference by the bankruptcy process and without
implicating the Diocese's cash management system.

Obviously, Mr. Patton notes, the long-term solution will require
input from the U.S. Trustee and the Creditors Committee, among
others.   Accordingly, the Dioceses seek relief in two stages:

  (a) interim relief that will alleviate the immediate concerns
      of the Diocese, the non-debtor pooled investors, and the
      custodian by permitting limited transactions pending a
      hearing on full notice to all parties-in-interest; and

  (b) final relief including a permanent Section 345 waiver,
      authorization to process deposits and withdrawal requests
      of non-debtors, and authorization to take actions
      necessary and appropriate to allow the administration of
      the pooled investment program to be transitioned to a
      non-debtor fiduciary.

Catholic Charities, Inc., Siena Hall, Inc., Children's Home, Inc.,
Seton Villa, Inc., Catholic Cemeteries, Inc., Diocese of
Wilmington Schools, Incorporated, and the Catholic Diocese
Foundation join in and support the Diocese's request.

                       Creditors Object

The Official Committee of Unsecured Creditors, Jacobs & Crumplar,
P.A., and The Neuberger Firm, P.A., which firms represent many
unsecured creditors asserting a personal injury claim against the
Diocese, and the Bank of New York Mellon separately filed
objections against the request.

The Creditors Committee argues that the relief sought concerns the
primary monetary issue in the bankruptcy case -- which is what
assets are available to satisfy the claims of abuse victims.  The
Creditors Committee and the two firms contend that if the Court
permits the proposed withdrawal, the economic heart of the case
would be destroyed.  The Bank of New York asks for certain
languages for addition to the proposed form of order of the
request, including its release from liability for processing any
withdrawal requests from the Diocese.

                         *     *     *

The Court granted the request on an interim basis, following a
shortened notice period.

Prior to the entry of the interim order, the Official Committee of
Unsecured Creditors asked the Court to reconsider the shortened
notice period with respect to the request.  The Creditors
Committee asserted that its professionals cannot meaningfully
review and analyze the thousands of pages of documents that have
now been made available by the Diocese relating to the request.

Jacobs & Crumplar, P.A., and The Neuberger Firm, P.A., join in the
Creditors Committee's request for reconsideration.  Catholic
Charities, et al., objected to the Creditors Committee's request.

Subject to the terms of the Custody Agreement, Judge Sontchi
authorized the Diocese to make withdrawals from the pooled
investment account and to process withdrawal requests of non-
debtor pooled investors without further Court order, up to these
applicable amounts:

         Pooled Investor           Aggregate Cap
         ---------------           -------------
         Diocese                     $5,400,000
         Charities                      214,038
         Foundation                     150,000
         Cemeteries                      75,000
         Siena Hall                      34,266
         Children's Home                 31,656
         Seton Villa                     25,040
         Catholic Youth                       -
         DOW Schools                          -
         Parish Corporations                  -

Judge Sontchi also authorized the Diocese to continue to invest
and deposit funds into the pooled investment account in accordance
with its prepetition practices, without the need for a bond or
other collateral as required by Section 345(b), and the entities
with which the Diocese's pooled investment funds are deposited and
invested will be excused from full compliance with the
requirements of Section 345(b) until 45 days following the
docketing of a final order directing compliance with Section
345(b) as to specific accounts following the second interim
hearing on the relief requested.

The request's second interim hearing is currently set for
January 4, 2010.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse. Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Wilmington's Schedules and Statement
-----------------------------------------------------
A.  Real Property
        St. Thomas More Oratory                        $313,195
        Office building                                 243,535
        Donated personal residence                      207,500
        Others                                          342,411

B.  Personal Property
B.1   Cash on Hand                                        1,165
B.2   Bank Accounts
        Operating Account                               778,523
        Others                                          165,225

B.3   Security Deposits                                       -
B.4   Household goods                                     6,000
B.5   Book, artwork and collectibles                      2,000
B.6   Wearing apparel                                         -
B.7   Furs and jewelry                                  Unknown
B.8   Firearms and other equipment                            -
B.9   Insurance Policies                                      -
B.10  Annuities                                               -
B.11  Interests in an education IRA                           -
B.12  Interests in pension plans 401(k) Plan                  -
B.13  Stock and Interests                            15,274,875
B.14  Interests in partnerships/joint ventures
B.15  Government and corporate bonds                          -
B.16  Accounts Receivable                             2,034,917
B.17  Alimony                                                 -
B.18  Other Liquidated Debts Owing Debtor                     -
B.19  Equitable or future interests                           -
B.20  Interests in estate death benefit plan       Undetermined
B.21  Other Contingent and Unliquidated Claims
B.22  Patents, copyrights, and others                         -
B.23  Licenses, franchises & other intangibles                -
B.24  Customer lists or other compilations                    -
B.25  Vehicles                                           50,600
B.26  Boats, motors and accessories                           -
B.27  Aircraft and accessories                                -
B.28  Office Equipment, furnishings & supplies           37,345
B.29  Equipment and Supplies for Business                     -
B.30  Inventory                                               -
B.31  Animals                                                 -
B.32  Crops                                                   -
B.33  Farming equipment and implements                        -
B.34  Farm supplies, chemicals, and feed                      -
B.35  Other Personal Property                                 -

     TOTAL SCHEDULED ASSETS                         $19,457,294
     ==========================================================

C.  Property Claimed                                       None

D.  Creditors Holding Secured Claims                         $0

E.  Creditors Holding Unsecured Priority Claims               0

F.  Creditors Holding Unsecured Nonpriority Claims
      CDOW Lay Pensioners                            64,366,743
      CDOW Priest Pensioners                         14,465,156
      Others                                         11,219,936

     TOTAL SCHEDULED LIABILITIES                    $90,051,835
     ==========================================================

                Statement of Financial Affairs

Joseph P. Corsini, chief financial officer and treasurer of the
Catholic Diocese of Wilmington, Inc., discloses that the Diocese
earned income from assessments and annual appeal during the two
years immediately preceding 2009:

         Date                        Total Amount
         ----                        ------------
         Fiscal Year Ended             $3,869,750
         2009 Assessments

         Fiscal Year Ended              3,810,000
         2008 Assessments

         Fiscal Year Ended              3,846,175
         2009 Annual Appeal

         Fiscal Year Ended              3,856,502
         2008 Annual Appeal

Within the 90 days immediately preceding the Petition Date, the
Diocese paid certain vendors and professionals, Mr. Corsini says.
Among the largest creditors, whom the Diocese paid within 90 days
before the Petition Date, are:

     Creditor                      Date Paid       Amount
     --------                      ---------       ------
     Young Conaway Stargatt         08/25/09     $557,181
     & Taylor LLP

     Waldorf & Associates           08/27/09      421,323

     Young Conaway Stargatt         10/16/09      400,000
     & Taylor LLP

     Young Conaway Stargatt         09/17/09      386,825
     & Taylor LLP

The Diocese also paid certain creditors, who are insiders, within
a year prior to the Petition Date:

     Creditor                      Date Paid       Amount
     --------                      ---------       ------
     Joseph P. Corsini              Various      $156,517
     Rev. W. Francis Malooly        Various        67,999
     Mgsr. Joseph F. Rebman         Various           940
     Mgsr. J. Thomas Cini           Various           473

The Diocese discloses that it is a party to a number of lawsuits
before the Superior Court of the State of Delaware within a year
before the commencement of its bankruptcy case.

A list of proceedings against the Diocese is available for free
at http://bankrupt.com/misc/Wilmington_List_PendingLawsuits.pdf

The Diocese made gifts or charitable contributions to certain
parishes and missions within one year immediately preceding the
Petition Date.  A list of gifts and contributions made is
available for free at:

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

During the past 12 months, in the ordinary course of business, Mr.
Corsini relates that the Diocese paid two professionals, who
provided services relating to debt counseling and bankruptcy
preparation: (i) Young Conaway Stargatt & Taylor LLP for $304,451,
and (ii) The Raemakers Group, LLC, for $171,404.

Mr. Corsini further reveals that the Diocese holds or controls
these properties for another person or entity:

Name of Owner             Description                 Value
-------------             -----------                 -----
Various parishes and      Non-Debtor Pooled     $76,226,331
other affiliated          Investment Assets
Catholic corporations

Catholic Diocese of       Restricted Pooled      28,900,850
Wilmington, Inc.          Investment Assets

Catholic Diocese of       Other Restricted          136,490
Wilmington, Inc.          Assets

                      Rule 2015.3 Report

The Catholic Diocese of Wilmington, Inc., filed with the U.S.
Bankruptcy Court for the District of Delaware a report on the
value, operations and profitability of those entities in which the
bankruptcy estate holds a substantial or controlling interest, as
required by Rule 2015.3 of the Federal Rules of Bankruptcy
Procedure.

Reverend Monsignor J. Thomas Cini, the Diocese's secretary and
vicar general of administration, discloses that the Diocese's
bankruptcy estate holds a 100% beneficial ownership in each of
three Delaware statutory trusts:

  (1) Catholic Diocese of Wilmington Fund;
  (2) Catholic Diocese of Wilmington Affiliates Fund; and
  (3) Catholic Diocese of Wilmington Parish Fund.

The prepetition Trusts were established for purposes of holding
certain pooled investment funds, Mr. Cini says.  He adds that the
Trusts have no assets and do not carry on any business operations.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Judge Perris Closes Portland's Bankruptcy Case
---------------------------------------------------------------
Judge Elizabeth L. Perris ruled that the Archdiocese's Chapter 11
case is closed effective December 16, 2009, unless, on or before
December 15, an interested party files an objection to the
closing.

To recall, the bankruptcy case of the Archdiocese of Portland in
Oregon was reopened on February 15, 2009, for the limited purpose
of resolving Erin K. Olson's request to unseal Docket Nos. 4765
and 4766, and the Archdiocese's request to appoint a special
master and alternative request to defer protective order issue
pending outcome of arbitration, and request to preserve
confidentiality.

On July 13, 2009, those requests were resolved by the Bankruptcy
Court's entry of its order lifting protective order, lifting the
seal on filed documents, and authorizing the release of deposition
transcripts.

Father M. and Father D. subsequently filed a notice of appeal of
the Lift Order, and also a request to extend time for filing
notice of appeal.  On August 11, 2009, the Bankruptcy Court
entered its order allowing request to extend.  The appeal is
currently pending in the United States District Court for the
District of Oregon.

On November 20, 2009, the record on appeal was transmitted to the
District Court, and no further proceedings in the bankruptcy case
are either necessary or required, the Court held.

                   About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for Chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on February 27,
2007.  (Catholic Church Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CCS MEDICAL: Goes to Auction as Judge Nixes Prepacked Plan
----------------------------------------------------------
CCS Medical Inc. will conduct an auction for its assets on
February 15 after its prepackaged Chapter 11 plan failed to win
confirmation from the Bankruptcy Court.

CCS Medical negotiated a plan before the Chapter 11 filing in July
that would have converted $350 million of first-lien debt into all
of the new stock and $200 million in new notes.  The projected
recovery on the first-lien claims was between 66% and 82%.  Second
lien-lenders and other lower ranked creditors won't receive
anything.

According to Bill Rochelle at Bloomberg News, the holders of $110
million in second-lien debt persuaded the bankruptcy judge not to
approve the plan during confirmation hearings in October.  The
judge decided that the company had failed to prove the Company was
worth less than $350 million, and thereby justifying wiping out
all creditors aside from the first-lien lenders.

The report relates that at the confirmation hearings, the
Company's expert said the business was worth no more than $286
million, according to a court filing by CCS.  The expert for the
second-lien creditors estimated the value was as high as $500
million.

To resolve the question of what the company is worth, CCS
prevailed on the judge to set up auction and sale procedures.

The bidding procedures, among other things, provide that
interested parties are required to submit a letter of intent on or
before January 11, 2010, at 11:59 p.m. (EST).  The deadline for
qualified parties to submit qualifying bids is February 8, 2010 at
4:00 p.m. (EST).  If qualifying bids are received, an auction will
take place on February 15, 2010, at the offices of the Company's
legal counsel Willkie Farr & Gallagher LLP in New York.  A hearing
to approve the sale would then occur on February 17, 2010, which
the Company expects would allow for a conclusion of its
restructuring within the following weeks.

                        About CCS Medical

Founded in 1994, CCS Medical Inc. -- http://www.ccsmed.com/-- has
become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs.  Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.
Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors.  Willkie Farr & Gallagher LLP serves as co-counsel to the
Debtors.  Goldman, Sachs & Co., serves as investment banker and
Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring
advisor.  Epiq Bankruptcy Solutions LLC is claims agent.


CEDAR FUNDING: Attorney Wants Trustee Fees' Deferred
----------------------------------------------------
Cecily Dumas, attorney of trustee Todd Neilson in the bankruptcy
proceeding of Cedar Funding, requested an indefinite delay of
Mr. Neilson's plea for $1.7 million professional fees because the
estate doesn't have enough unrestricted assets at present, says
Larry Parsons, staff writer at Monterey County The Herald.

Monterey, California-based Cedar Funding Inc. --
http://www.cedarfundinginc.com/-- was a mortgage lender.  It
filed a Chapter 11 petition on May 26, 2008 (Bankr. N.D. Calif.
Case No. 08-52709).  Judge Marilyn Morgan presides over the case.
Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San
Francisco, represents the Debtor, and R. Todd Neilson serves as
the Chapter 11 Trustee.  Cedar Funding, Inc., accepted many
millions of dollars from hundreds of individuals who believed they
were acquiring fractional interests in loans that were secured by
real property.  Many more invested with CFI through a related
entity, Cedar Funding Mortgage Fund LLP, that acquired fractional
interests in the name of the Fund.  CFI failed to record
assignments of its deeds of trust that would have provided
security interests to most of its investors, including the Fund.
The Debtor estimated assets of less than $50,000 and debts of
$100 million to $500 million in its Chapter 11 petition.


CHRYSLER LLC: Treasury Admits May Not Get Full Investment
---------------------------------------------------------
Dow Jones Newswires' Meena Thiruvengadam reports that U.S.
Treasury Secretary Timothy Geithner this week told the
Congressional Oversight Panel, one of several entities overseeing
the Troubled Asset Relief Program, there is a significant
likelihood "we will not be repaid for the full value of our
investments in AIG, GM, and Chrysler."

Dow Jones notes the Treasury in fiscal year 2009 alone estimated
its losses on capital provided to those firms to be near $61
billion.

According to a report released by the Government Accountability
Office -- and reported by the Troubled Company Reporter on
November 10, 2009 -- the Treasury provided $81.1 billion aid to
the U.S. auto industry, of which $62 billion was provided to
Chrysler Group and GM to help the auto makers in their
restructuring.  In return, the government agency received 9.85%
equity in Chrysler, 60.8% equity and $2.1 billion in preferred
stock in GM, and $13.8 billion in debt obligations between the
auto makers.

GAO estimated that the equity value of Chrysler Group necessary to
recoup investment must be $54.8 billion while GM would need to be
worth $66.9 billion.  The agency also assumed that $5.4 billion
that was lent to Chrysler and $986 million to GM would not be
repaid.

"Treasury is unlikely to recover the entirety of its investment in
Chrysler or GM, given that the companies' values would have to
grow substantially above what they have been in the past," GAO
said in its 41-page report.

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

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

According to Dow Jones' Darrell A. Hughes and Ms. Thiruvengadam,
Mr. Geithner said in letters to U.S. lawmakers, the Obama
administration would extend the $700 billion financial-sector
bailout from its scheduled Dec. 31 expiration but limit new
spending to such areas as housing and small business.  The report
relates Mr. Geithner said the financial sector has stabilized, but
the government needs to have funds available through next October.
those aimed at job creation.  The report notes that President
Barack Obama on Tuesday said the White House would use an
additional $50 billion in TARP funds to help small businesses get
credit.

"While we are extending the $700 billion program, we do not expect
to deploy more than $550 billion," Mr. Geithner said, Dow Jones
reports.  He added the U.S. would seek to exit its TARP
investments "as soon as practicable."

                            About AIG

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

                     About Chrysler Group LLC

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

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

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

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

                       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)


CIB MARINE: To Hold Teleconference for Shareholders December 18
---------------------------------------------------------------
CIB Marine Bancshares Inc. will hold on Dec. 18, 2009, at 11:00
a.m., an informational teleconference for its shareholders to
provide a general update on the status of the Company and the
bank, as well as discuss the current status of its efforts to
restructure its debt and plans.

Joseph P. Hickey, Jr., president and chief executive of the
company, said the company was unable to hold an annual shareholder
meeting this year due to the timing of the plan of reorganization.
Mr. Hickey noted that the company will need to wait until its 2009
annual report on Form 10-K as been filed with the Securities and
Exchange Commission before it can schedule it next annual meeting
of shareholders, which it expect to hold in late spring of next
year.

CIB Marine Bancshares, Inc. (PINKSHEETS: CIBH) --
http://www.cibmarine.com/-- is a one-bank holding company with 17
banking offices in central Illinois, Wisconsin, Indiana, and
Arizona.

CIB Marine Bancshares is asking holders of its trust preferred
securities to give advance approval of a pre-packaged plan of
reorganization under Chapter 11 of the Bankruptcy Code that would
involve conversion of their debt securities to preferred stock.

Under the Plan of Reorganization, roughly $105.3 million of high-
interest cumulative indebtedness would be exchanged for 55,624
shares of Series A 7% fixed rate perpetual noncumulative preferred
stock with a stated value of $1,000 per share and 4,376 shares of
Series B 7% fixed rate convertible perpetual preferred stock with
a stated value of $1,000 per share.  Each share of CIB Marine's
Series B Preferred would be convertible into 4,000 shares of the
Company's common stock only upon the consummation of a merger
transaction involving the company.  The Company Preferred would
have no stated redemption date and holders could never force the
Company to redeem it.

According to the Troubled Company Reporter on Nov. 2, 2009, CIB
Marine Bancshares, Inc. disclosed that the federal bankruptcy
court has confirmed the company's pre-packaged plan of
reorganization under Chapter 11 of the United States Bankruptcy
Code.


CIT GROUP: Nancy Foster to Leave Exec. VP Post December 31
----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, CIT Group, Inc., disclosed that on December 1, 2009,
Nancy J. Foster notified the Company that she was resigning as
Executive Vice President and Chief Credit & Risk Officer at the
Company effective December 31.

Ms. Foster is working with the Company to facilitate a transition
of her responsibilities and plans to start her own consulting
practice based in New York, according to CIT Senior Vice President
and Chief Compliance Officer James P. Shanahan.

                        About CIT Group

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

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

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

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

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


CIT GROUP: Proposes FTI Consulting as Financial Advisors
--------------------------------------------------------
CIT Group Inc. and seeks the Court's authority to employ FTI
Consulting, Inc., as financial advisors, nunc pro tunc to the
Petition Date.

Eric Mandelbaum, senior vice president and deputy general counsel
at CIT, relates that since July 2009, FTI has provided financial
advisory to the Company and is therefore ideally positioned to
serve as their financial advisors because of the institutional
knowledge it has developed regarding the Debtors' finance,
operations and systems.  Moreover, FTI enjoys a wealth of
experience and excellent reputation for services in large and
complex Chapter 11 cases.

As the Debtors' financial advisor, FTI will assist in areas of
reporting and communications, claims, operations and liquidity and
other restructuring services.   Pursuant to an Engagement
Agreement, FTI will specifically provide:

  (a) assistance to the Debtors in the preparation of financial
      related disclosures, including the Schedules of Assets and
      Liabilities, the Statement of Financial Affairs and
      Monthly Operating Reports;

  (b) assistance with the development and implementation of a
      supplier communication center;

  (c) assistance in the preparation of financial information for
      distribution to creditors and others, including, but not
      limited to, cash flow projections and budgets, cash
      receipts and disbursement analysis, analysis of various
      asset and liability accounts, and analysis of proposed
      transactions for which Court approval is sought;

  (d) assistance with the identification of executory contracts
      and leases and performance of cost and benefit evaluations
      with respect to the affirmation or rejection of each;

  (e) analysis of creditor claims by type, entity and individual
      claim, including assistance with development of databases,
      as necessary, to track those claims;

  (f) assistance in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers;

  (g) litigation advisory services with respect to accounting
      and tax matters, along with expert witness testimony on
      case-related issues as required by the Debtors;

  (h) assistance regarding the Company's ongoing operations,
      including identification of areas of potential cost
      savings, including overhead and operating expense
      reductions and efficiency improvements;

  (i) assistance with the identification and implementation of
      short-term cash management procedures;

  (j) assistance and advice to the Debtors with respect to the
      identification of core business assets and the disposition
      of assets or liquidation of unprofitable operations;

  (k) assistance with assessing the liquidity impact of
      transferring various platforms into the bank;

  (l) services to support the efficient transition of control
      from the existing Board of Directors to the newly
      constituted Board of Directors;

  (m) assistance in the preparation of information and analysis
      necessary for the confirmation of the Plan;

  (n) advisory assistance in connection with the development and
      implementation of key employee incentive and other
      critical employee benefit programs; and

  (o) render other general business consulting or other
      assistance as Debtors' management or counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in the Chapter 11 cases.

The Debtors will pay FTI's professionals in accordance with these
hourly rates:

  Professional                          Hourly Rate
  ------------                          -----------
  Senior Managing Director               $710-$825
  Directors/Managing Directors           $520-$685
  Consultant/Senior Consultants          $255-$480
  Administrative/Paraprofessionals       $105-$210

The Debtors will also reimburse FTI for its necessary out-of-
pocket expenses.

At the conclusion of FTI's engagement, the Debtors will consider,
in their sole discretion, an Incentive Fee based upon FTI's
contribution to the successful restructuring of the Debtors.

"CIT Group Inc. and FTI have not yet finalized an agreement on the
terms and conditions of this Incentive Fee, but pursuant to a
letter agreement dated October 31, 2009, they have agreed to do so
by December 31, 2009," Mr. Mandelbaum specified.

Robert J. Duffy, senior managing consultant at FTI, related that
during the 90-day period prior to the Petition Date, his firm
received $5,004,965 from the Debtors for prepetition professional
services performed and expenses incurred.

Furthermore, FTI's current estimate is that it has received
unapplied advance payments from the Debtors in excess of
prepetition billings in the amount of $2,000,000.  As agreed
between the Debtors and FTI, the Advanced Payment will not be used
compensate FTI for its prepetition services and expenses, which
(i) will be held and applied against its final postpetition
billing, and (ii) will not be placed in a separate account.

Mr. Duffy assures Judge Gropper that FTI is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

                        About CIT Group

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

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

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

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

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


CIT GROUP: Emerges from Bankruptcy; Shares Start Trading on NYSE
----------------------------------------------------------------
CIT Group Inc. on Thursday confirmed it has emerged from
bankruptcy having satisfied all of the conditions required to
consummate the prepackaged Plan of Reorganization.  The
distribution of CIT's new debt and equity securities has taken
place in accordance with the Company's confirmed Plan and the new
common stock has commenced trading on the New York Stock Exchange
under the symbol "CIT."

Additional information can be found in the Investor Relations
section of the Company's Web site, http://www.cit.com/or by
calling the Restructuring Information Line at 866-967-1786 (toll-
free) or 310-751-2686.

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 included
in the filings.

On December 8, the Court confirmed the Debtors' prepackaged plan.

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

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


CIT GROUP: Files Registration Statement for New Common Stock
------------------------------------------------------------
CIT Group Inc. on December 9 filed a registration statement to
register under Section 12(b) of the Securities Exchange Act of
1934 common stock, par value $0.01 per share, of the Company being
issued pursuant to the Debtors' prepackaged plan upon the filing
with the State of Delaware of the Company's Third Amended and
Restated Certificate of Incorporation.  The Common Stock replaces
the Company's prior common stock which was registered under
Section 12(b) of the Act (which prior common stock was canceled as
of the effective time of the Prepackaged Plan).

As reported by the Troubled Company Reporter, on December 8, 2009,
the United States Bankruptcy Court for the Southern District of
New York confirmed the Modified Second Amended Prepackaged Plan of
Reorganization of CIT Group and CIT Group Funding Company of
Delaware LLC.

As of the Confirmation Date, the Company's Third Amended and
Restated Certificate of Incorporation provided for 600,000,000
shares of authorized New Common Stock, of which 200,000,000 shares
of New Common Stock will be issued on the Effective Date, and
100,000,000 shares of authorized new preferred stock, par value
$0.01 per share, of which no shares will be issued on the
Effective Date.  The Company has reserved 10,526,316 shares for
future issuance under the Amended and Restated CIT Group Inc.
Long-Term Incentive Plan.  In addition, in the event that the
conditions to issuance of New Common Stock on account of the
contingent value rights allocated under the Plan are satisfied on
the 60th day following the Effective Date, the Company may issue a
substantial number of additional shares of New Common Stock.  The
Company will not make any distribution of New Common Stock on
account of the contingent value rights if such conditions are not
satisfied on the 60th day following the Effective Date.

Pursuant to the Certificate, CIT's authorized capital stock
consists of: (1) 600,000,000 shares of Common Stock and (2)
100,000,000 shares of preferred stock, par value $0.01 per share
Each share of Common Stock entitles the holder thereof to one vote
on all matters, including the election of directors, and, except
as otherwise required by law or provided in any resolution adopted
by our board of directors with respect to any series of preferred
stock, the holders of the shares of Common Stock will possess all
voting power.  The Certificate does not provide for cumulative
voting in the election of directors.

Approval of these three matters requires the vote of holders of
66-2/3% of CIT's outstanding capital stock entitled to vote in the
election of directors: (1) amending, repealing or adopting of by-
laws by the stockholders; (2) removing directors (which is
permitted for cause only); and (3) amending, repealing or adopting
any provision that is inconsistent with certain provisions of
CIT's certificate of incorporation.  The holders of Common Stock
do not have any preemptive rights.  There are no subscription,
redemption, conversion or sinking fund provisions with respect to
the common stock.

                   CIT Restricts Sale of Shares

To protect certain tax attributes of the Company following
emergence from bankruptcy, the Certificate imposes certain
restrictions on the transfer of the Common Stock.  During the
Restriction Period, unless approved by the Board in accordance
with the procedures set forth in the Certificate, any attempted
transfer of Common Stock shall be prohibited and void ab initio to
the extent that, as a result of such transfer (or any series of
transfers of which such transfer is a part), either (i) any person
or group of persons shall become "5% shareholder" of the Company
(as defined in Treasury Regulation Section 1.382-2T(g)) or (ii)
the ownership interest in the Company of any 5% shareholder will
be increased.

Nothing in the Tax Attribute Preservation Provision will prevent a
person from transferring Common Stock to a new or existing "public
group" of the Company, as defined in Treasury Regulation Section
1.382-2T(f)(13) or any successor regulation.

The period during which the transfer restrictions apply will
commence on the date of confirmation of the Prepackaged Plan and
will generally remain in effect until the earlier of (a) 45 days
after the second anniversary of the date of confirmation, and (b)
the date that the Board determines that (1) the consummation of
the Prepackaged Plan did not satisfy the requirements of section
382(1)(5) of the Internal Revenue Code or treatment under that
section of the Internal Revenue Code is not in the best interest
of the Company, (2) an ownership change, as defined under the
Internal Revenue Code, would not result in a substantial
limitation on the ability of the Company to use otherwise
available tax attributes, or (3) no significant value attributable
to such tax benefits would be preserved by continuing the transfer
restrictions.

                Material Features of Confirmed Plan

The material features of the Plan include:

     -- Each holder of certain senior notes issued by Delaware
        Funding (formerly know as CIT Group Funding Company of
        Canada) will receive its pro rata share of five series of
        10.25% Series B Second-Priority Secured Notes maturing in
        each year from 2013 through 2017 issued by Delaware
        Funding.

     -- Each electing holder of certain long-dated senior
        unsecured notes and each holder of certain senior
        unsecured notes will receive its pro rata share of five
        series of 7.0% Series A Second-Priority Secured Notes
        maturing in each year from 2013 through 2017 issued by the
        Company and a specified percentage of the Company's new
        common stock, par value $0.01 per share.

     -- Each non-electing holder of certain long-dated senior
        unsecured notes will have its current claim reinstated and
        will retain its current note.

     -- Each holder of a claim arising under certain specified
        term loan agreements and credit agreements will receive
        its pro rata share of Series A Notes issued by the Company
        and a specified percentage of the New Common Stock.

     -- Each holder of certain specified subordinated notes and
        junior subordinated notes will receive its pro rata share
        of a specified percentage of the New Common Stock plus
        contingent value rights.

     -- Holders of equity interests in the Company shall have such
        equity interests cancelled, terminated and extinguished;
        however, holders of shares of the Company's preferred
        stock will receive contingent value rights.

     -- The Company's Board of Directors -- which as of
        November 1, 2009 had nine members and as of December 8,
        2009, had eight members -- has determined, and the Plan
        provides, that the appropriate size of the Board after the
        effective date of the plan would be 13 directors: (a) five
        of whom will consist of individuals who were serving as
        directors on November 1, 2009, (b) four of whom will be
        nominees proposed to the Nominating and Governance
        Committee of the Board by the steering committee of
        certain of the Company's lenders, (c) three of whom will
        be nominees proposed to the N&GC by the Company's
        noteholders (other than members of the Steering Committee)
        owning more than 1% of the aggregate outstanding principal
        amount of the Company's bonds and unsecured bank debt
        claims and (d) one of whom will be the Company's Chief
        Executive Officer.  At the request of and in cooperation
        with the Steering Committee, the Company has engaged
        Spencer Stuart, an internationally recognized director
        search firm, to assist the N&GC in identifying,
        interviewing and selecting Steering Committee nominees.
        Spencer Stuart will identify candidates who are
        independent of the Company, not affiliated with, or
        representatives of, any of the members of the Steering
        Committee or the One-Percent Holders, and who possess the
        qualifications, skills and experience specified by the
        N&GC. The candidates that are approved by the N&GC will be
        submitted to the full Board for consideration for
        appointment with such appointment being subject to the
        review of the Federal Reserve Bank of New York.  To the
        extent the N&GC, the Board or the Federal Reserve does not
        approve Steering Committee Nominees (whether such event
        occurs pre- or post-Effective Date), the Steering
        Committee shall be permitted to submit additional
        candidates to the N&GC until four members of the Board are
        Steering Committee Nominees.

As of October 31, 2009, the Company had 404,730,758 shares of
common stock issued and outstanding.  As of September 30, 2009,
the Company had issued and outstanding 14,000,000 shares of Series
A Preferred Stock, 1,500,000 shares of Series B Preferred Stock,
11,500,000 shares of Series C Preferred Stock and 2,330,000 shares
of Series D Preferred Stock.  All of the outstanding shares of the
Company's common and preferred stock will be cancelled as of the
Effective Date.

                        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 included
in the filings.

On December 8, the Court confirmed the Debtors' prepackaged plan.

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

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


CIT GROUP: Foster Quits as EVP and Chief Credit & Risk Officer
--------------------------------------------------------------
CIT Group Inc. reports that on December 1, 2009, Nancy J. Foster
notified the Company that she was resigning as Executive Vice
President and Chief Credit & Risk Officer effective December 31,
2009.  Ms. Foster is working with the Company to facilitate a
transition of her responsibilities.  Ms. Foster plans to start her
own consulting practice based in New York.

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 included
in the filings.

On December 8, the Court confirmed the Debtors' prepackaged plan.

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: Discloses Stake in Various Funds
-----------------------------------------------
Citigroup Global Markets Inc.; Citigroup Financial Products Inc.;
Citigroup Global Markets Holdings Inc.; and Citigroup Inc.
disclosed:

     -- holding 955 units or roughly 10.3% of Auction Rate
        Preferreds of BLACKROCK CREDIT ALLOCATION INCOME TRUST IV
        f/k/a "BLACKROCK PREFERRED & EQUITY ADVANTAGE TRUST";

     -- holding 649 units or roughly 8.03% of Auction Rate
        Preferreds of NUVEEN INSURED DIVIDEND ADVANTAGE MUNICIPAL
        FUND;

     -- no longer hold Auction Rate Preferreds of NUVEEN VIRGINIA
        DIVIDEND ADVANTAGE MUNICIPAL FUND 2;

     -- holding 397 units or roughly 11.4% of Auction Rate
        Preferreds of NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL
        FUND INC.

     -- holding 872 units or roughly 13.6% of Auction Rate
        Preferreds of NUVEEN INSURED TAX FREE ADVANTAGE MUNICIPAL
        FUND

                      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: To Issue Notes Tied to S&P GSCI Natural Gas Excess
-----------------------------------------------------------------
Citigroup Inc. and Citigroup Funding Inc. on December 8 filed with
the Securities and Exchange Commission documents relating to Citi
Funding's planned issuance of Buffer Notes Based Upon the S&P
GSCI(TM) Natural Gas Excess Return Index Due 2012, at $10.00 per
Note.

A full-text copy of the Preliminary Pricing Supplement is
available at no charge at http://ResearchArchives.com/t/s?4b7a

A full-text copy of the Issuer Free Writing Prospectus is
available at no charge at http://ResearchArchives.com/t/s?4b7b

On December 10, 2009, Citigroup filed a "Client Strategy Guide:
December 2009 Offerings".  A full-text copy of the Guide is
available at no charge at http://ResearchArchives.com/t/s?4b7c

                      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.


COLONIAL BANCGROUP: Creditors Want Chapter 7, Trustee
-----------------------------------------------------
A group of Colonial BancGroup Inc. creditors has asked the
bankruptcy judge to convert the failed bank holding company's
Chapter 11 case to Chapter 7, saying that there was no way to
reorganize the Company and that liquidating it with the help of a
trustee would yield more returns for creditors, according to
Law360.

Colonial BancGroup has just filed a motion to access cash
collateral to continue funding its four-month old Chapter 11 case.
Earlier in the case, the bankruptcy court authorized using $1.43
million in cash from one of several bank accounts holding a total
of $38.4 million.  Alabama taxing authorities, Branch Banking &
Trust Co., and the FDIC all claim security interests in the
deposit
accounts.

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed $20
billion in deposits of the Bank.

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


COLONIAL BANCGROUP: Seeks Court Nod to Access Non-Deposits
----------------------------------------------------------
The Colonial BancGroup, Inc., is asking the U.S. Bankruptcy Court
for the Middle District of Alabama for permission to:

   -- use cash from sources other than the deposits to supplement
      the use of cash collateral; and

   -- grant replacement liens as adequate protection to the
      affected creditor.

The Debtor requires additional cash collateral to pay: (a) monthly
operating and bankruptcy expenses; and (b) professional fees and
expenses.

The Debtor won use cash representing collateral for secured
lenders' claims.  Alabama taxing authorities, Branch Banking &
Trust Co., and the FDIC all claim security interests in Colonial's
deposit accounts:

   a) The State of Alabama Department of Revenue -- $9,000,000
      which was revised to a sum less than $7 million.

   b) BB&T -- $24,027,299 which amount remains on deposit with
      BB&T under prior orders of the Court and the Debtor does not
      seek to make any change in the status quo as to the funds;
      and

   c) The FDIC-Receiver -- asserts a security interest in and a
      right of offset with respect to the deposits that is
      duplicative of the lien asserted by BB&T in the deposits and
      is based upon the same Security Agreement asserted by BB&T
      as the basis of its claim.

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed $20
billion in deposits of the Bank.

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


CONGOLEUM CORP: Ongoing Talks With Insurer Cue Plan Delay
---------------------------------------------------------
Congoleum Corporation requested the U.S. District Court for the
District of New Jersey, which is now presiding over its bankruptcy
case to adjourn the hearing on the disclosure statement with
respect to its proposed plan of reorganization filed in October.

Congoleum wants the hearing postponed to a date in the first two
weeks of January to be determined by the District Court.  The
request was made jointly with the other plan proponents, the
Official Committee of Bondholders and the Asbestos Claimants'
Committee, and the request was granted by the District Court.

Roger S. Marcus, Chairman of the Board, commented, "We are
actively engaged in settlement negotiations with the insurers that
have not previously settled their coverage disputes with us.  If
successful, the terms of any further settlements will be described
in the disclosure statement.  Given the progress that has been
made in recent weeks, we and the other plan proponents felt it was
prudent to delay briefly the hearing to allow time for the
negotiations to run their course and permit the disclosure
statement to reflect their outcome.  We are encouraged by these
developments and continue to hope that we could see a plan
confirmed in the first half of 2010."

As reported by the TCR on Oct. 27, 2009, Congoleum Corp. filed
with the U.S. District Court for the District of New Jersey a
Second Amended Joint Plan of Reorganization and an explanatory
disclosure statement on October 22.  The confirmation hearings are
scheduled to commence on March 29, 2010.

Congoleum filed the Second Amended Plan, at the behest of the
District Court.  After reversing an order by the bankruptcy court
that denied confirmation of Congoleum's plan and dismissing the
chapter 11 case, the District Court directed the Debtors to file a
new plan of reorganization that would provide for court review of
the payments made to claimants' counsel and requested briefing on
additional confirmation issues.

In general, the Second Amended Plan provides, among other things,
for the issuance of injunctions under section 524(g) of the
Bankruptcy Code that result in the channeling of all asbestos
related liabilities of the Company into a Plan Trust.  The Second
Amended Plan also provides for the issuance of 50.1% of the shares
of newly created Congoleum common stock to the trust, and 49.9% of
the shares of newly created Congoleum common stock to the holders
of allowed senior note claims.

A copy of the Second Amended Plan is available for free at:

    http://bankrupt.com/misc/Congoleum_Plan_Oct09.pdf

A copy of the Disclosure Statement is available for free at:

    http://bankrupt.com/misc/Congoleum_DiscStatement_Oct09.pdf

                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (OTC:
CGMC) -- http://www.congoleum.com/-- manufactures and sells
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.

The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.  Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Various entities have filed bankruptcy plans for the Debtors.  In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8 % Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization.  Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.

In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan.  The Bankruptcy Court
approved the Litigation Settlement in October 2008.  The Amended
Joint Plan was filed in November 2008.

In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan.  Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  The District Court overturned the dismissal order, and
assumed jurisdiction of the bankruptcy proceedings.


CONSECO INC: Projects $145MM to $170MM Operating Income in 2010
---------------------------------------------------------------
On Tuesday, Conseco, Inc., provided its outlook for earnings for
the full year 2010.  The Company said it projects net operating
income of between $145 million and $170 million in 2010.  "With
all of the capital management actions we have taken over the last
year and the changes in the financial markets, providing
information regarding our operating income outlook at this time is
important," said Conseco CEO Jim Prieur.

Net operating income is a non-GAAP measure commonly used in the
life insurance industry.  This measure is defined by the Company
as net income applicable to common stock before net realized
investment gains or losses (net of related amortization and taxes)
and the change in valuation allowance for deferred income taxes.
Management of the Company says it uses this measure to evaluate
performance because realized investment gains or losses and the
change in the valuation allowance for deferred income taxes can be
affected by events that are unrelated to the Company's underlying
fundamentals.

The pre-tax operating income (loss) of the Company's segments in
2010 are projected to be as follows:

  -- Bankers Life                     $200 - $225 million

  -- Conseco Insurance Group          $110 - $125 million

  -- Colonial Penn                    $24 - $30 million

  -- Corporate                        $(43) - $(47) million

The projection assumes the continuation of the current interest
rate environment in 2010, which, absent a change in the level and
shape of the yield curve, will continue to negatively impact
investment income and margins.  The foregoing amounts also reflect
the impact of the previously announced transactions with Wilton Re
involving (1) the reinsurance, effective January 1, 2009, of a
block of life insurance policies in the Conseco Insurance Group
segment, which had pre-tax operating income in the first half of
2009 of approximately $3.8 million per quarter before overhead;
and (2) the reinsurance, to be effective October 1, 2009, of 50%
of a block of life insurance policies in the Bankers Life segment,
which had pre-tax operating income before overhead on the portion
of the block being reinsured of approximately $2 million in the
third quarter of 2009.  In addition, the expenses in conjunction
with the previously announced merger of three of the Company's
insurance subsidiaries, which are expected to be approximately
$6 million, are included in the corporate segment projection.

After giving effect to the items described above and the issuance
of additional shares in the previously announced proposed public
offering of common stock, the Company expects net operating income
of between $0.60 and $0.70 per basic share and between $0.55 and
$0.65 per diluted share in 2010.

These projections are based on currently available information and
a number of assumptions, including the impact of the current
interest rate environment, that the Company believes are
reasonable as of the date of this press release.

                        About Conseco Inc.

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

                          *     *     *

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

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


CONSECO INC: Seeks Amendments to Senior Credit Facility Covenants
-----------------------------------------------------------------
Conseco, Inc. reported Tuesday that it is seeking an amendment to
its senior credit facility.  The amendment would become effective
upon the closing of the Company's previously announced proposed
public offering of common stock.  "This amendment would provide
additional covenant margin over the next two years, allowing us
greater focus on profitably growing our business segments and
increasing shareholder value," said Conseco CFO Ed Bonach.

The changes to the senior credit facility being sought would
include:

  -- the minimum risk-based capital ratio requirement would remain
     at 200% through December 31, 2010, and would increase to 225%
     for 2011 and 250% for 2012 (the risk-based capital
     requirement is currently scheduled to return to 250% after
     June 30, 2010);

  -- the required minimum level of statutory capital and surplus
     would remain at $1.1 billion through December 31, 2010, and
     would increase to $1.2 billion for 2011 and $1.3 billion for
     2012 (the required minimum level of statutory capital and
     surplus is currently scheduled to return to $1.27 billion
     after June 30, 2010);

  -- the interest coverage ratio requirement would remain at 1.5x
     through December 31, 2010, and would increase to 1.75x for
     2011 and 2.0x for 2012 (the interest coverage ratio
     requirement is currently scheduled to return to 2.0x after
     June 30, 2010); and

  -- the debt to total capital ratio requirement would remain at
     32.5% through December 31, 2009, and would change to 30.0%
     thereafter (the debt to total capital ratio requirement is
     currently scheduled to return to 30.0% after June 30, 2010).

In exchange for the covenant relief, Conseco would agree to pay
$150 million of the first $200 million of net proceeds from its
proposed public offering of common stock to the lenders and, in
addition, to pay 50% of any net proceeds in excess of $200 million
from the offering.  The credit facility currently requires the
Company to pay 50% of the net proceeds of any equity issuance to
the lenders.

The amendment would modify the Company's principal repayment
schedule to eliminate any principal payments in 2010 and provides
for principal payments of $35 million in 2011, $40 million in 2012
and $40 million in 2013.  The Company currently is required to
make principal repayments equal to 1% of the initial principal
balance each year, subject to certain adjustments, and to make
additional principal repayments from excess cash flow.  The
current principal balance of the senior credit facility is
$817.8 million, and the senior credit facility matures in October
2013.

The amendment would also provide that the 1% payment in kind, or
PIK, interest that has accrued since March 30, 2009, as an
addition to the principal balance under the senior credit facility
would be replaced with a payment of an equal amount of cash
interest.  The amount of accrued PIK interest (expected to be
approximately $6 million) would be paid in cash when the amendment
becomes effective.  The deletion of the 1% PIK interest and the
payment of an equal amount of cash interest would not impact
reported interest expense.  The amendment would become effective
on the date, on or before January 15, 2010, (unless extended by
the agent for the lenders), on which the Company makes the
principal payment described above from the net proceeds of the
public offering of the common stock.  In connection with the
amendment, Conseco would expect to incur approximately
$2.3 million of fees and expenses and to write off approximately
$1 million of unamortized debt issuance costs.

As reported in the Troubled Company Reporter on November 27, 2009,
Conseco Inc. filed a registration statement on Form S-1 for
the proposed sale to the public of the Company's common stock, par
value $0.01 per share (and associated preferred stock purchase
rights), with a proposed aggregate offering price of $230,000,000.
The Company disclosed that the proposed sale will commence as soon
as practicable after the registration statement is declared
effective.

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

                        About Conseco Inc.

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

                          *     *     *

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

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


CONTINENTAL AIRLINES: S&P Assigns 'CCC+' Rating on $230 Mil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Continental Airlines Inc.'s $230 million 4.5% convertible notes
due 2015, two notches lower than the company's 'B' corporate
credit rating.  S&P also assigned a '6' recovery rating,
indicating negligible (0%-10%) recovery of principal in a payment
default scenario.

The ratings on Houston-based Continental reflect its participation
in the high-risk airline industry and a heavy debt and lease
burden, but also better-than-average operating performance among
its peer large U.S. hub and spoke airlines.  S&P expects
Continental to maintain adequate liquidity over the next several
quarters, despite an expected prolonged weak, albeit improving,
travel environment, so long as fuel prices do not increase
significantly.  If these conditions deteriorate, causing
unrestricted cash and short-term investments to consistently fall
below $2 billion (cash levels fluctuate somewhat with seasonal
ticket purchasing patterns, with the end of the second quarter
near the high point and the end of the fourth quarter near the low
point), S&P could lower the ratings.

                           Ratings List

                    Continental Airlines Inc.

         Corporate credit rating           B/Negative/--

                       New Ratings Assigned

        $230 million convertible notes due 2015      CCC+
         Recovery rating                             6


COREL CORP: Vector Acquires 3.0MM Shares; Raises Stake to 97%
-------------------------------------------------------------
Corel Holdings, L.P., Vector Capital Partners II International,
Ltd. and Alexander R. Slusky disclosed that they have acquired
3,076,078 shares of common stock of Corel Corporation that were
tendered in a subsequent offering period through December 4, 2009.

The subsequent offering period expired at 12:00 midnight, New York
City time, on December 4, 2009.  Based on information provided by
CIBC Mellon Trust Company, the Depositary for the Offer, as of the
expiration of the subsequent offering period, approximately
3,076,078 Shares were validly tendered during the subsequent
offering period, and when included with the 4,542,389 Shares
tendered in the initial offering period, resulted in an aggregate
of 7,618,467 Shares tendered pursuant to the Offer.  Vector
Capital has accepted for payment all Shares validly tendered, and
payment for such Shares will be made promptly in accordance with
the terms of the Offer.

Vector Capital disclosed it beneficially owns 25,316,282 shares --
or roughly 97.2% -- of Corel Common Stock.

Vector Capital anticipates completing a subsequent acquisition
transaction to acquire all outstanding Shares not owned by Vector
Capital and its affiliates at the same price per share as it paid
in the Offer.  Vector Capital expects that the subsequent
acquisition transaction will close in February 2010.  Following
the subsequent acquisition transaction, Vector Capital will take
steps to de-register Corel as a public company and to thereby
cause the Company to become a private company owned by Vector
Capital.

                      About Vector Capital

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

                       About Corel Corp.

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

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

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

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

                         *     *     *

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


COYOTES HOCKEY: Ex-Owner Slams Ch. 7 Conversion Bid
----------------------------------------------------
Law360 reports that the former owner of the Phoenix Coyotes hockey
team blasted a bid by the city of Glendale, Ariz., to convert the
Chapter 11 case to a Chapter 7, echoing the Debtors and unsecured
creditors' belief that the city is trying to wriggle out of having
its bankruptcy claim estimated.

The former owners of the National Hockey League's Phoenix Coyotes
have filed a Chapter 11 plan of liquidation, to rebuff a call to
convert the proceedings to Chapter 7.  The Debtor says that
conversion 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.

In November 2009, Judge Redfield T. Baum 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.


DECODE GENETICS: Creditors Attack DIP Financing
-----------------------------------------------
Creditors are blasting deCode Genetics Inc.'s debtor-in-possession
financing agreement with stalking horse bidder Saga Investments
LLC, alleging that the agreement is self-serving and attempts to
block the unsecured creditors from involvement by limiting their
professional compensation allowance, according to Law360.

DeCODE genetics, Inc., has sought the approval of the U.S.
Bankruptcy Court for the District of Delaware to convene an
auction where Saga would be lead bidder for its most valuable
assets, including equity interests of its subsidiary ehf and other
assets related to the operations of ehf and its wholly-owned
Icelandic subsidiary including compounds DG041, DG051, and DG071.

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

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

                    About deCODE Genetics

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

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

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


DOLLAR THRIFTY: Expects EBITDA Hike to $83MM to $88M in 2009
------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., provided an update on its
outlook for the fourth quarter and full year of 2009.  The Company
announced that it expects fourth quarter Corporate Adjusted EBITDA
to be within a range of $10 million to $15 million, up
significantly from a loss of $43.4 million in the comparable
quarter of 2008.  Based on these expected results, the Company's
full year 2009 Corporate Adjusted EBITDA would range from
$83 million to $88 million, up from a loss of $2.3 million in
2008.  The Company confirmed its prior guidance of an 8 to 10
percent decline in rental revenues for the full year of 2009
compared to 2008.

"Our strategy for 2009 involved a significant number of actions to
return the Company to profitability while navigating through the
significant challenges of the current economic downturn.  We are
very pleased with how the company has performed during 2009 and
the way the year is ending.  We believe the success of the actions
taken in 2009, combined with our recent equity offering, position
the Company well for 2010 and beyond," said Scott L. Thompson,
Chief Executive Officer and President.  "We greatly appreciate the
support that we received in 2009 from our manufacturer partners,
our lenders and our employees as we worked to significantly change
the Company's direction and competitive position," said Thompson.

The above data relating to the fourth quarter results are
preliminary estimates based on information available at this time,
and will be updated in conjunction with the Company's fourth
quarter earnings release.

                About Dollar Thrifty Automotive

Dollar Thrifty Automotive Group, Inc. is headquartered in Tulsa,
Oklahoma. Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries.  Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

In November 2009, Standard & Poor's Ratings Services raised its
corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in
light of the Company's improved operating and financial
performance that began in mid-2009.  Moody's Investors Service
also upgraded Dollar Thrifty's Probability of Default Rating to
'B3' from 'Caa2' and Corporate Family Rating to 'B3' from 'Caa3'.


EDGE PETROLEUM: Objections to Ch. 11 Plan Pile Up
-------------------------------------------------
Law360 reports that the trustee overseeing Edge Petroleum Corp.'s
prepackaged Chapter 11 case and the Texas Comptroller of Public
Accounts have filed objections to the energy company's proposed
plan, alleging that it gives too much weight to Company insiders
and fails to account for certain tax claims.

Edge Petroleum will present the plan for confirmation and the
results of an auction for all assets on December 11.

The reorganization plan is built upon the sale of the Company's
assets.  The Chapter 11 plan and sale are supported by the holders
of at least two-thirds of the $227.5 million debt under the
secured credit agreement, according to Edge.  The disclosure
statement says the secured lenders are to receive almost all
proceeds from the sale and Edge's cash.  The lenders are to make a
$350,000 "gift" to be shared by unsecured creditors.  In addition,
unsecured creditors can receive collections from preference suits.
The "gift" and lawsuit collections may be used also to pay
expenses of the Chapter 11 case.

Edge Petroleum received the Bankruptcy Court's approval to auction
off its assets on December 7.  It has signed a certain Purchase
and Sale Agreement dated September 30, 2009 with PGP Gas Supply
Pool No. 3, who will purchase the assets for $191 million absent
higher and better bids at the auction.

                     About Edge Petroleum

Edge Petroleum Corporation (Nasdaq:EPEX) (Nasdaq:EPEXP) is a
Houston-based independent energy company that focuses its
exploration, production and marketing activities in selected
onshore basins of the United States.

At September 30, 2009, the Company had total assets of
$247.5 million, total liabilities of $244.2 million, and a
stockholders' deficit of $3.3 million.

Edge Petroleum filed for Chapter 11 on October 2, 2009 (Bankr.
S.D. Tex. Case No. 09-20644).  The Company has retained Akin Gump
Strauss Hauer and Feld as legal counsel, Jordan, Hyden, Womble,
Culbreth & Holzer, P.C., as local counsel, and Parkman Whaling LLC
as financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


EDGEN MURRAY: Moody's Assigns 'Caa1' Rating on $465 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Edgen Murray
Corporation's proposed offering of $465 million of senior secured
notes due 2016 and affirmed the company's other ratings.  While
the business outlook for the company is expected to be challenging
over the next year, Moody's changed Edgen Murray's rating outlook
to stable from negative due to the fact that the proposed note
offering will eliminate the company's most stringent debt
covenants and, therefore, improve its financial flexibility as it
navigates through a period of weakness in the energy and
construction markets.  Net proceeds of the proposed note offering,
along with cash on hand, will be used to repay the company's first
lien and second lien term loans.

Edgen Murray's B3 corporate family rating reflects its high
leverage, exposure to highly cyclical end markets, relatively
small size, negligible tangible assets, and declining
profitability as energy-related investments slow.  Moody's expect
project and maintenance spending in the energy industry will
remain weak for much of 2010.  Furthermore, intense competition
for new orders is likely to keep the company's operating margin
low even after oil and gas drilling and capital budgets recover.
Edgen Murray's rating is supported by the company's global
presence, solid position in niche markets within the oil and gas
industry, and the countercyclical nature of its working capital
investment, which results in cash inflows when demand falls.

Prospective for the senior secured note offering, the stable
rating outlook reflects Edgen Murray's adequate liquidity over the
next 12 to 18 months and Moody's expectation that oil and gas
activity levels and spending for energy projects will begin to
pick up in the second half of 2010, providing a degree of relief
to the company's otherwise weak debt protection measures.

This rating was assigned:

For Edgen Murray Corporation

  -- Caa1 (LGD4, 61%) for the proposed $465 million senior secured
     notes due 2016

These ratings were affirmed:

For Edgen Murray II, L.P.

  -- B3 corporate family rating
  -- B3 probability of default rating

For Edgen Murray Corporation

  -- Caa1 for the first lien term loan due 2014
  -- Caa1 for the second lien term loan due 2015

The term loan ratings will be withdrawn at the conclusion of the
financing.

Moody's last rating action for Edgen Murray was on September 29,
2009, when its ratings were downgraded by one notch, and the
outlook was changed to negative from stable.  Edgen Murray's
ratings have been assigned by evaluating factors that Moody's
believes are relevant to the company's risk profile, such as the
company's (i) business risk and competitive position compared with
others within the industry; (ii) capital structure and financial
risk; (iii) projected performance over the near to intermediate
term; and (iv) management's track record and tolerance for risk.
These attributes were compared against other issuers both within
and outside Edgen Murray's core industry; Edgen Murray's ratings
are believed to be comparable to those of other issuers with
similar credit risk.

Edgen Murray, headquartered in Baton Rouge, Louisiana, is a
distributor of carbon steel and alloy products for use primarily
in specialized applications in the energy and niche industrial
segments.  The company operates on a global basis, with
approximately one-third of its sales generated outside of the
Americas, and has distribution centers in five countries to
facilitate timely deliveries to companies and contractors engaged
in the development of new energy infrastructure projects and the
maintenance of existing facilities.  In the twelve months ended
September 30, 2009, Edgen Murray had sales of $968 million.  The
company is owned by Jefferies Capital Partners, certain co-
investors and members of senior management.


ENRON CORP: Richardson Stoops Want Ruling on Injunction Claim
-------------------------------------------------------------
Richardson, Stoops, Richardson & Ward asks the U.S. District Court
for the Southern District of Texas to grant a summary judgment
against The Regents of the University of California on its
permanent injunction claim because law does not recognize the type
of absolute immunity that must exist to garner that broad relief.

To recall, the Regents plead that it is entitled to garner for its
lawyers broad-sweeping, permanent injunctive relief under the All
Writs Act based on the narrow exceptions found in the Anti-
Injunction Act.

Richardson Stoops asserts that the All Writs Act provides that
federal courts "may issue all writs necessary or appropriate in
aid of their respective jurisdiction and agreeable to the usages
and principles of law."  However, Richardson Stoops notes, the
Anti-Injunction Act serves as a check on the authority recognized
by the All Writs Act.  Richardson Stoop relates that under the
Anti-Injunction Act, an injunction halting a state court
proceeding is inappropriate, except where one of three exceptions
is met:

  (a) Congress passed an Act expressly authorizing the anti-suit
      injunction;

  (b) The anti-suit injunction is necessary in aid of a federal
      court's jurisdiction; or

  (c) An anti-suit injunction must issue to protect or
      effectuate a federal court's judgments.

Raul H. Suazo, Esq., at Martin, Disiere, Jefferson & Wisdom, LLP,
in Houston, Texas, avers that the injunction proceedings are no
longer about temporarily delaying Richardson Stoops' right to
proceed against the California Defendants; rather, it is about
permanently depriving Richardson Stoops of its right to a jury
trial to supposedly protect a case that is coming to an end.
According to Mr. Suazo, a permanent injunction will immunize
tortfeasors and actually encourage larger law firms to breach
agreements or perpetrate wrongs against smaller law firms who will
have no ability to present those wrongs to a jury.

"Given the criminal convictions and disbarments associated with
the California Defendants, it is obvious that law firms engaged in
securities fraud classes should not be given such broad
protections that are actually disallowed by binding United States
Supreme Court and Fifth Circuit authority," Mr. Suazo asserts.

In a separate filing, Richardson Stoops seeks the Court's
authority to take a deposition of Christopher Patti, in-house
counsel for The Regents of the University of California, regarding
The Regents' pending motion to obtain a permanent injunction
against Richardson Stoops.

Pursuant to Rule 26(c)(1)(A), The Regents seeks a protective order
quashing Richardson Stoops' deposition notice and forbidding
Richardson Stoops from taking Mr. Patti's deposition.

According to The Regents, Richardson Stoops' deposition notice
requests discovery from the same client it allegedly served by its
purported work on the Newby Case in violation of Basic Principles
of Professional Responsibility.  The Regents adds that any
discovery Richardson Stoops might seek via an oral deposition of
Mr. Patti is irrelevant to whether the Court should grant a
permanent injunction against Richardson Stoops.

Accordingly, if the Court were to allow Mr. Patti's deposition to
proceed, The Regents request an appropriate protective order that:

  (a) bars any inquiry concerning The Regents' privileged
      communications with any of its counsel;

  (b) prohibits any inquiry concerning The Regents' work product
      strategy to address Richardson Stoops' lawsuit or any
      similar lawsuit; and

  (c) requires the deposition be taken in California, where Mr.
      Patti resides and works.

                      The Regents Respond

In reply to the Motion, the Regents ask the District Court to deny
Richardson Stoops' Motion for Summary Judgment arguing that the
motion takes a new tack on the firm's strategy of trying to recast
its California state court lawsuit as something other than an
attempt to relitigate the Newby fee award.  The Regents add that
Richardson Stoops' new tack is to deflect attention from the
realities of its state court lawsuit by attacking The Regents as
"savvy institutional investors trying to block a modestly sized
law firm from litigating its intentional tort claim" when "there
is truly nothing at stake" for The Regents.

Moreover, The Regents aver that none of the arguments in
Richardson Stoops' Motion for Summary Judgment are new.

In a subsequent filing, the Regents tell the Court that in
accordance with its settlement with Richardson Stoops and as a
result of the dismissal of Richardson Stoops' California lawsuit,
it is withdrawing all of its pending applications and supplemental
applications for permanent injunctive relief and Motion to Quash.
In addition, the Regents ask the Court to dissolve the preliminary
injunction issued against Richardson Stoops.

Richardson Stoops asserts that the Regents are required to
particularize their assertion of the attorney-client or work
product privilege and prove their case with respect to each
specific document or communication allegedly falling within the
realm of these privileges as to allow Richardson Stoops and the
Court to assess the assertion.  Thus, Richardson Stoops asks the
Court to direct The Regents to respond to its interrogatories,
request for production, and request for admissions.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: Savings Plan Can Recover Error Payments
---------------------------------------------------
Judge Melinda Harmon of the U.S. District Court for the Southern
District of Texas has ordered that Enron Corp. Savings Plan is
entitled to recover from EOG Resources, Inc., Savings Plan the
full amount of the Title allocation overpayments that EOG Savings
Plan received in error.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ERIC N REYBURN: Court Sets January 25 as Claims Bar Date
--------------------------------------------------------
The Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the
District of Massachusetts has established 4:30 p.m. on January 25,
2010, as the deadline for individuals and entities to file proofs
of claim against Eric N. Reyburn.

Any individual or entity asserting a claim must file a proof of
claim with the Clerk's office, U.S. Bankruptcy Court for the
District of Massachusetts, John W. McCormack Post Office and Court
House, 5 Post Office Square, Suite 1150, Boston, Massachusetts.

Cambridge, Massachusetts-based Eric N. Reyburn aka Eric N.
Reyburn, as Trustee and Beneficiary of Various Trusts filed for
Chapter 11 on November 4, 2009 (Bankr. D. Mass. Case No. 09-
20683).  The Stephen E. Shamban Law Offices, P.C. 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.


ESCADA AG: US Unit Proposes Follick as Customs Counsel
------------------------------------------------------
Escada (USA), Inc., seeks the Court's authority to employ Follick
& Bessick, P.C., as its special customs counsel, nunc pro tunc to
August 14, 2009.

Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York,
relates that the Debtor requires legal representation in matters
involving the laws and regulations promulgated by the U.S.
Customs Service and its successor, U.S. Customs & Border
Protection, in order to effectively contest a proposed action
against the Debtor by U.S. Customs.

Mr. Bender says that the Debtor is subject to a proposed customs
assessment in an amount exceeding $10.8 million in additional
duties, excluding any interest or penalties, with respect to a
dispute with U.S. Customs concerning the Debtor's declaration of
the dutiable value of certain goods that it imported into the
United States based on the "first sale" or middleman prices of
those goods that the Debtor purchased from its parent, Escada AG.

According to Mr. Bender, Follick has provided legal services to
the Debtor since May 1992 in matters concerning U.S. Customs, and
has particularly been representing the Debtor with respect to
contesting the proposed assessment in the Customs Dispute.
Currently, the firm has an internal advice ruling request pending
before the U.S. Customs Headquarters office in Washington, D.C.,
as well as a formal protest and application for further review
pending at the port level.  Thus, Follick is familiar with the
Customs Dispute and the Debtor's customs matters generally, Mr.
Bender notes.  The firm is therefore ideally positioned to advise
the Debtor on the Customs Matters in its Chapter 11 case, he
avers.

In addition, Follick has represented other clients before U.S.
Customs and in the U.S. Court of International Trade, among other
federal government agencies.  Follick is thus familiar with
specific issues that involve tariff classification and rates of
duty, contesting increased duty assessments, valuation of goods,
preparing and obtaining binding rulings, preparing internal
advice requests, petitions against liquidated damages and penalty
assessments, administrative forfeiture proceedings, contesting
seizure cases, internal audit and compliance reviews, and
responding to customs audits and investigations, Mr. Bender tells
the Court.

"The retention of the firm as special customs counsel will
contribute greatly to the efficient administration of the
Debtor's estate and the realization of the Debtor's objective of
maximizing the value of its bankruptcy estate," Mr. Bender
emphasizes.

The Debtor will pay the Follick professionals based on these
hourly rates:

  Professional                             Hourly Rate
  ------------                             -----------
  John A. Bessich, Lead Attorney               $375
  Suzanne Liberti McCaffery, Associate         $250
  Glenn H. Ripa, of Counsel                    $350
  Paraprofessional                             $100

The Debtor also intends to reimburse Follick for the firm's
necessary out-of-pocket expenses.  The firm did not receive a
retainer in connection with the proposed retention, according to
Mr. Bender.

John A. Bessich, Esq., sole shareholder at Follick, informed the
Court that the Debtor owes his firm $7,521 for prepetition
services.  During the 90-day period preceding the Petition Date,
Follick received payments for fees and expenses from the Debtor
totaling $49,120.  As of the Petition Date, Follick performed
legal services for the Debtor and incurred expenses in the total
unbilled amount of $17,037, Mr. Bessich adds.

Mr. Bessich assures the Court that Follick does not a represent
or hold any interest adverse to the Debtor or its estate.

                        About Escada AG

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

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

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

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


ESCADA AG: US Unit Proposes PwC as Independent Auditor
------------------------------------------------------
By this application, Escada (USA), Inc., seeks the Court's
permission to employ PricewaterhouseCoopers LLP, as its
independent auditor, nunc pro tunc to October 9, 2009.

The Debtor seeks to retain PwC because of the firm's extensive
experience and qualifications in providing audit services in and
out of bankruptcy.  Furthermore, PwC is already very familiar
with the Debtor's operations due to services it provided to the
Debtor prior to the Petition Date, Gerald C. Bender, Esq., at
O'Melveny & Myers LLP, in New York, relates.  Specifically, the
firm has performed annual audits of the Debtor's financial
statements in the past and has obtained intimate knowledge of the
Debtor's accounting policies and internal financial controls.

Pursuant to the terms and conditions of the parties' Engagement
Letter, the Debtor seeks to retain PwC to:

  (1) audit the financial statements of the Company at
      October 31, 2009, and for the year then ending; and

  (2) audit the International Accounting Standards Consolidation
      Questionnaire of Escada AG at October 31, 2009, and for
      the year then ending.

The Debtor and PwC have agreed that the Audit Services will be
provided based on a "fixed fee" structure, whereby the Debtor
will pay PwC an estimated fee of $235,000.  In the event
additional fees are required as a result of the Debtor's failure
to meet any of the requests contained in the agreement or the
Debtor seeking non-routine services from PwC, PwC will inform the
Debtor and provide estimates to the Debtor's management.

The Debtor intends to pay for PwC's services based on these
hourly rates:

             Professional                 Hourly Rate
             ------------                 -----------
             Partner                      $674 - $781
             Sr. Manager                  $410 - $476
             Manager                      $327 - $605
             Senior Associate             $201 - $294
             Associate                    $107 - $157

The Debtor also intends to reimburse PwC for the firm's
reasonable and necessary out-of-pocket expenses.

Anthony S. Passaretti, Esq., a partner at PwC, discloses that
during the 90-day period before the Petition Date, the Debtor
paid PwC $188,690.  As of the Petition Date, the Debtor owes PwC
$95,553 for prepetition services.

Upon approval of PwC's retention in the Debtor's Chapter 11 case,
PwC will waive its right to receive any unpaid fees incurred
prior to the Petition Date by the Debtor, Mr. Passaretti
clarifies.

Mr. Passaretti assures Judge Bernstein that PwC is a
"disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

                        About Escada AG

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

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

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

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


FIRST BREVARD: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: First Brevard Corporation
        PO Box 360163
        Melbourne, FL 32935

Bankruptcy Case No.: 09-18764

Chapter 11 Petition Date: December 9, 2009

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

Debtor's Counsel: Michael Faro, Esq.
                  Faro & Associates PA
                  150 Cocoa Isles Boulevard, Suite 404
                  Cocoa Beach, FL 32931
                  Tel: (321) 784-8158
                  Fax: (321) 784-8159
                  Email: faro.michael@gmail.com

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

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

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/flmb09-18764.pdf

The petition was signed by P.L. Fekany, president/director of the
Company.


FLOWSERVE: Fitch Says Rating Trends Stable
------------------------------------------
According to Fitch Ratings, the number of negative rating actions
for the U.S. Diversified Industrials sector is likely to be much
lower in 2010 than in 2009 as rating trends are expected to
stabilize.  A return to economic growth across many regions, the
gradual completion of restructuring and downsizing programs, focus
by issuers on stronger balance sheets, and a more stable operating
environment compared to the early phase of the global recession
will all contribute to more stability next year.  The pace of
ratings downgrades in the broader U.S. corporate bond market
slowed materially in the third quarter of 2009, which would be
consistent with expectations for a slowly improving global economy
and better performance by most companies in the diversified
industrial sector.

'Currently, Negative Rating Outlooks among diversified companies
rated by Fitch significantly outnumber Positive Outlooks, but as
issuers repair their credit profiles, Negative Outlooks could be
revised to Stable and upgrades could increase,' said Eric Ause,
Senior Director at Fitch.  'Positive rating actions would be
expected to occur late in the credit cycle, possibly after 2010 as
a return to stronger credit metrics may be slower than usual,
which reflects the severity of the recent recession, simultaneous
stresses in the credit markets that have pressured liquidity, and
the potentially anemic pace of an economic rebound.'

Issuers Expected to Rebuild Balance Sheets in 2010:

Entering 2010, leverage is at relatively high levels for many
diversified companies.  Higher-than-normal leverage is not unusual
at this stage of the credit cycle and is due largely to lower
operating results.  When operating results eventually improve,
leverage can also be expected to improve.  However, the recovery
is anticipated to be slow which could hinder a return to lower
leverage.  This concern is partly mitigated by a trend towards
managing balance sheets more conservatively in response to
difficult capital markets and the evident value of liquidity.
Several diversified companies issued meaningful amounts of equity
in the first nine months of 2009 (GE, JCI, KMT, TXT), not
including ETN which issued equity in 2008, and two issuers (GE,
TXT) cut their dividends.  Acquisition activity has been quiet but
could increase in 2010, reflecting recent increases in valuations.

Rebound in Operating Performance Expected to be Slow:

Sales in 2010 for U.S. diversified companies are expected to
improve slowly from trough levels reported during 2009, but the
recovery from the recent recession could be fitful.  Fitch
anticipates that a full recovery will not occur until late-cycle
sectors of the economy begin to revive, possibly as late as 2011.
Underpinning Fitch's Diversified outlook is the firm's most recent
global economic outlook, which as of October 2009 calls for global
GDP to shrink 2.8% in 2009, the first time annual growth has been
negative since WWII, followed by expected global growth recovery
to 2% in 2010 and 2.7% in 2011.  In the major advanced economies
(MAEs) where diversified companies still conduct the bulk of their
business, GDP is forecast to decline 3.7% in 2009 and return to a
tepid growth rate of 1.2% in 2010.  Fitch expects GDP to grow 6.5%
in the BRIC countries (Brazil, Russia, India, China) in 2010.
Although global GDP looks set to return to positive growth, the
absolute level of GDP is low, and it is possible that in the U.S.
GDP may not return to the 2008 level until 2011.

Mixed Revenue Outlook:

Diversified companies typically are composed of a mix of early-,
mid- and late-cycle businesses.  They also sell into diverse
geographic end-markets.  As a result, the pace at which sales
recover will vary by issuer depending on each issuer's customer
base.  On a sequential basis, demand generally stopped falling by
the third quarter of 2009.  In many late-cycle markets, orders
have stopped falling, although actual sales could decline for
another quarter or two.  Most issuers remain cautious about
predicting the strength and timing of a rebound in sales.  Normal
economic signals are obscured by several factors: 1) inventory
destocking earlier in 2009, followed by re-stocking which would
represent a non-recurring boost to sales, 2) the U.S. cash-for-
clunkers program that accelerated the replacement of older
vehicles in the automotive sector, and 3) stimulus spending in
China and cash-for-clunkers programs in Europe.

Late-cycle businesses such as non-residential construction will
remain weak well into 2010, offsetting improvements in early cycle
businesses.  In the aerospace sector, Fitch expects large
commercial aircraft deliveries by Boeing and Airbus to decline
approximately 5% (excluding potential 787 deliveries) from 2009,
but there is a risk of additional production cuts, especially in
2011.  However, high backlogs at Boeing and Airbus should buffer
the expected decline.  The aerospace aftermarket could show some
improvement in late 2010 after declining sharply in 2009 due to a
reduction in the number of flights and the cannibalization of
parked planes by the airlines.  Business jet deliveries appear
likely to decline further in 2010 following a very weak year in
2009.  Fitch expects business jet deliveries for all of 2009 to
fall 35-40% from a cyclical peak in 2008, and a peak to trough
decline of 50% would not be unrealistic.  Diversified companies
with material exposure to aerospace include GE, ETN, HON, TXT and
UTX.

Non-residential construction is expected to fall 12% in 2010
following a 16% decline in 2009 according to the American
Institute of Architects' most recent Consensus Construction
Forecast.  It is possible that conditions could be weak well
beyond 2010, depending on trends in vacancy rates and the
availability of financing.  Most diversified companies have some
exposure to non-residential construction through electrical
products (CBE, HUBB, ETN, TNB), controls and systems (HON, JCI),
elevators (UTX), scaffolding (HSC) and a wide variety of other
products and services.  Some non-residential markets will benefit
from expected spending related to stimulus and energy conservation
projects, particularly institutional buildings for which the
outlook is not as negative as it is for office, retail and
industrial buildings.

The U.S. market is expected to fare worse than other regions
around the globe.  Europe is also weak.  Developing markets have
largely performed better than developed markets and should return
to normal growth more quickly.  As the U.S. represents a large
share of total non-residential construction, a protracted downturn
in non-residential construction will temper the impact of
improving results in other parts of the economy.  Residential
construction also is a significant market for diversified
companies.  The sector has shrunk so much over the past few years
that there is not much downside risk.  On the other hand, it is
not clear how quickly the sector will recover given the large
inventory of homes, a lack of liquidity affecting private
financing, and declining valuations that leave many homeowners
with negative equity.

The outlook is more positive for shorter-cycle, consumption
oriented businesses (services and parts) that should benefit from
a resumption of stable economic activity.  However, absolute sales
levels are currently low and growth seems likely to be tepid as
there are few end-markets where strong demand is expected.  Sales
growth could vary across sectors depending on their location in
the capital investment chain.  Sales of longer-lived parts and
equipment may only recover gradually as existing production
capacity and equipment is brought to full capacity or used up.
Exceptions include certain energy and infrastructure markets.
These markets are less directly tied to economic cycles than to
long-term demand for energy and to demographic trends that affect
public funding for water and transportation projects.

Margins to Benefit from Cost Controls and Stabilizing Sales:

During 2010 diversified companies can be expected to rebuild
margins as they complete restructuring efforts and align costs
with lower sales levels.  Margin performance has varied widely in
2009.  Some companies (UTX, TNB, FLS) reacted early or were able
to take advantage of a variable cost structure to limit margin
declines.  In other cases, orders and sales dropped sharply,
particularly in short-cycle businesses, contributing to temporary
quarterly losses (KMT, ETN, JCI).  Profitability typically was
restored by the third quarter of 2009 when sales stopped falling
at the rapid pace that occurred in the first half of the year.
Although conditions should be more stable in 2010 than during
2009, demand remains weak and diversified companies will be
challenged to balance the risk of excess capacity with the
possible loss of market share when demand eventually improves.  In
late-cycle businesses, margins could remain under pressure well
into 2010 until the recession runs its course.  This concern is
mitigated by a long order cycle, relative to short-cycle
businesses, that helps smooth out production and reduce sales
volatility.  Cancellations by customers remain a risk, however, as
does the availability of financing that often is an important
factor in long-cycle projects.  Government stimulus spending may
limit these risks depending on where and when it is used.

Other items could also affect margins in 2010.  Raw material costs
have fallen dramatically since peaking in 2008.  However, some
costs, such as oil and copper, have subsequently rebounded,
highlighting volatility as an ongoing risk.  In the near term, a
weak economy can be expected to keep raw material costs at
moderate levels.  Pricing represents another risk.  To date there
has been limited pricing pressure, but it could increase as old
contracts run off and as diversified companies and their customers
continue to adjust to a period of low demand.  Finally, pension
expense could increase depending on market conditions.  Any cash
impact on pension contributions would appear to become more
significant after 2010.

Restructuring to Wind Down Gradually:

As restructuring is gradually completed, margins in 2010 will be
supported by lower costs and the absence of restructuring charges.
Any increases in volume would also support margins through better
absorption.  Margins in 2010 may not increase to levels seen prior
to the recession, but they should improve on a sequential basis
compared to cyclical lows, many of which occurred in the second
quarter of 2009.  Steep sales declines in the first half of 2009
depressed operating margins, sometimes causing losses in certain
businesses as capacity couldn't be reduced quickly enough to
offset lower volumes.

Temporary cost reductions were initiated by a large number of
diversified companies during 2009 to protect profits and preserve
liquidity.  Their eventual reversal could partly negate the
positive impact of restructuring.  Some temporary cost reductions
have already been reversed, but others remain in place and may not
be reversed until economic conditions improve further.  Temporary
cuts included furloughs and reductions to compensation such as
bonuses and 401(k) plans.

Free Cash Flow Could Decline Modestly:

Fitch anticipates that cash from operating activities in the near
term may be only slightly lower than historical levels, relative
to income.  As explained above, aggressive restructuring has
enabled many diversified companies to limit margin declines to
modest levels.  Working capital reductions have supported cash
flow during 2009 as sales have fallen.  Sales growth in 2010 could
reverse this trend and require cash to be invested in working
capital, but amounts likely would not be large given expectations
for slow economic growth.

Pension liabilities continue to be a concern.  Although asset
returns in 2009 have been favorable, interest rates remain low and
may negate a portion of asset returns when net pension liabilities
are calculated at the end of 2009.  In many cases, required
pension contributions in 2010 may remain low, but they could
increase in subsequent years unless further strong asset returns
and/or an increase in the discount rate help to reduce net pension
liabilities.

Fitch does not expect capital expenditures to increase
substantially in 2010 compared to reduced levels in 2009.  The
primary driver is the lack of investment opportunities related to
slow growth, although some issuers in 2009 reduced capital
spending in an effort to preserve liquidity in the face of
difficult conditions in the debt markets.  As with working
capital, any benefit to free cash flow would likely be reversed
once sales improve and companies look to take advantage of
internal growth opportunities.

Uncertain Impact of Discretionary Expenditures:

Acquisitions may become more common in 2010 as visibility into
end-market demand improves further.  Most diversified companies
continue to maintain a list of potential acquisitions and could
act quickly.  Acquisition activity was relatively low in 2009 due
to a focus by some issuers on preserving liquidity, the related
issue of limited availability or high cost of financing, the
unwillingness of sellers to accept low prices, and a priority on
restructuring existing operations.

Share repurchases could increase in 2010 but are not likely, in
Fitch's view, to be nearly as substantial as in previous years.
Issuers are focused on maintaining a strong balance sheet to
offset the impact of weaker earnings, a lack of confidence in the
availability of financing, and uncertainty about the economy.
Even UTX and SPW, which are among the more consistent companies
with respect to discretionary cash deployment, have scaled back
share repurchases until conditions improve.

Liquidity and Financing Expected to be Manageable:

Disruptions in the capital markets during the past two years have
faded but could have a long tail.  Government support played a
major role in stabilizing the capital markets and it continues to
be important.  Despite investor confidence that contributed to
strong market returns during 2009, it is unclear to what degree
the capital markets still depend on government support or how
quickly government support will be phased out.  Diversified
companies sell into end-markets where financing may be needed to
fund projects or large equipment.  If the availability of
financing continues to be problematic for customers of diversified
companies, future sales could be negatively affected.

Among the diversified companies rated by Fitch, financing
continues to be available and liquidity concerns have been
addressed successfully.  The only exception was TXT's drawdown of
its bank facilities in February 2009 as a defensive action to
protect its liquidity while it proceeds with the wind-down of non-
captive financing at Textron Financial.  Even so, TXT was
subsequently able to issue debt and equity.  Although issuers are
able to access the capital markets, there are concerns about
market reliability.

Issuers are likely to be less sensitive to conditions in the
commercial paper market in 2010 than during the past one to two,
largely because they have taken a more cautious approach to
managing their balance sheets in response to the previous capital
market disruptions.  A number of issuers paid down commercial
paper balances with proceeds from long-term debt or equity, while
others paid down commercial paper as a way to reduce total debt
and control leverage.  Due to continuing uncertainty surrounding
the capital markets, issuers could continue to look for
opportunities to issue debt in 2010 while interest rates are
favorable.

Bank financing has become more restrictive, most notably when
issuers look to renew revolving credit facilities that typically
represent an important source of liquidity.  Previous market
losses and growing delinquencies that normally accompany
recessions have pressured bank to improve their capitalization and
reduce their risk exposure.  As a result, banks are offering less
favorable terms.  In most cases, revolving credits are being
renewed at lower amounts, shorter terms and higher pricing.  If
such terms don't eventually return toward previous levels, issuers
may consider increasing their reliance on long-term debt and other
sources of financing.

Strategic Implications:

The impact of the recession on credit metrics for certain issuers
(ETN, JCI, TXT) has been exacerbated by a variety of factors such
as acquisitions, end-market exposure, or strategic actions.
Depending on the path of the economic recovery, more time than
usual may be needed to return credit metrics to normal levels at
these and other issuers similarly affected.  Debt reduction can be
expected to be a priority.  However, a long-term risk is the
possibility that it may be difficult to regain stronger credit
metrics while at the same time funding strategically important
activities such as acquisitions.  As a result, there potentially
could be a trade-off, at least in the short run, between
profitability and competitiveness on one hand and, on the other
hand, a strong balance sheet and financial flexibility.

Issuers in the Diversified Industrial Sector:

Fitch-rated issuers and their current Issuer Default Ratings in
the U.S. diversified industrial sector:

  -- Cooper Industries (CBE) ('A'; Outlook Stable)
  -- Dover (DOV) ('A'; Outlook Negative)
  -- Eaton (ETN) ('A-'; Outlook Negative)
  -- Flowserve (FLS) ('BB+'; Outlook Positive)
  -- Fluor (FLR) ('A-'; Outlook Stable)
  -- Harsco (HSC) ('A-'; Outlook Stable)
  -- Honeywell (HON)('A'; Outlook Negative)
  -- Hubbell (HUBB) ('A'; Outlook Stable)
  -- IDEX (IEX) ('BBB+'; Outlook Stable)
  -- ITT Corporation (ITT) ('A-'; Outlook Stable)
  -- Johnson Controls (JCI)('BBB'; Outlook Stable)
  -- Kennametal (KMT) ('BBB-'; Outlook Negative)
  -- Parker-Hannifin (PH) ('A'; Outlook Stable)
  -- Rockwell Automation (ROK) ('A'; Outlook Negative)
  -- SPX Corporation (SPW) ('BB+; Outlook Stable)
  -- Textron (TXT) ('BB+'; Outlook Negative)
  -- Thomas & Betts (TNB) ('BBB'; Outlook Stable)
  -- Tyco International Ltd. (TYC) ('BBB+'; Outlook Stable)
  -- United Technologies (UTX) ('A+'; Outlook Stable)


FONTAINEBLEAU LV: Judge Disallows Credit Bid for 63-Story Project
-----------------------------------------------------------------
U.S. Bankruptcy Judge A. Jay Cristol has entered an opinion
denying the holders of mechanics liens an opportunity to offer a
credit bid -- instead of cash -- at a January 21 auction for
Fontainebleau Las Vegas Holdings LLC's uncompleted 63-story
project on the north end of the Las Vegas Strip.  Judge Cristol
said in his three-page opinion that the amount, validity and
priority of the mechanics' lien claims are in doubt.  Given
insufficient time before the auction, Judge Cristol denied
mechanics' lienholders the right to credit bid.

Judge Cristol also said it wasn't feasible to allow even the
first-lien creditors to credit bid in an auction against cash
bidders.  The Judge notes that not all secured lenders would
credit bid even if they had the ability.

At the Jan. 21 auction, the stalking horse bid of $156.5 million
for the entire project will come from a company affiliated with
Carl Icahn.  The offer includes the assumption of $50 million in
financing for the Chapter 11 case.  Penn National Gaming Inc. was
originally the lead bidder before it was replaced by the Icahn
entity.   Penn Treaty may still bid at the auction.

                   About Fontainebleau Las Vegas

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

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

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

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


FOUR FIVE INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Four Five Investments LLC
        9709 East Bajada Road
        Scottsdale, AZ 85262

Bankruptcy Case No.: 09-31767

Chapter 11 Petition Date: December 9, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16TH ST., #103
                  PHOENIX, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.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 Stephen Ingrassia, managing member of
the Company.


FRIEDE GOLDMAN: Claim Litigation Didn't Waive Arbitration Right
---------------------------------------------------------------
WestLaw reports that a creditor that had entered into a
prepetition contract with the Chapter 11 debtor for construction
of a ship did not waive its contractual right to arbitration on a
claim arising from the debtor's alleged negligent design and
construction of the vessel when, to protect its rights following
commencement of the debtor's bankruptcy case, it filed a proof of
claim prior to expiration of the claims deadline, responded to a
claim objection, and apparently participated in some amount of
discovery.  The creditor, less than one month after filing its
proof of claim, requested relief from the automatic stay to
complete arbitration and clearly put the liquidating trustee
appointed under the debtor's confirmed plan on notice that it
would exercise its arbitration rights.  The liquidating trustee
made no showing of any prejudice or unfairness by virtue of any
delay, expenses or damage to its position.  In re The Consolidated
FGH Liquidating Trust, --- B.R. ----, 2009 WL 3756921 (Bankr. S.D.
Miss.).

Headquartered in Gulfport, Mississippi, Friede Goldman Halter,
Inc., was a world leader in the design and manufacture of
equipment for the maritime and offshore energy industries.  Friede
Goldman and its debtor-affiliates filed for Chapter 11 protection
on April 19, 2001 (Bankr. D. Miss. Case No. 01-52173).  When the
Debtors filed for chapter 11 protection, they listed assets
totaling $802 million and liabilities totaling $704 million.  The
Bankruptcy Court confirmed the Debtors' Fourth Amended Joint Plan
or Reorganization on Dec. 30, 2003.  The Plan became effective on
Jan. 13, 2004.  A Liquidating Trust was created to liquidate the
Debtors' assets, make distributions, and wind down the Debtors
affairs.  Oakridge Consulting, Inc., and Ocean Ridge Capital
Advisors, L.L.C., were appointed as Liquidation Trustees.
Douglas S. Draper, Esq., Leslie A. Collins, Esq., and Greta M.
Brouphy, Esq., at Heller, Draper, Hayden, Patrick & Horn, LLC,
represent the Liquidation Trustees.


GENERATION BRANDS: Court Sets Jan. 15 Confirmation Hearing
----------------------------------------------------------
Bill Rochelle at Bloomberg reports that the Bankruptcy Court will
convene a hearing on January 15 to consider (i) confirmation of
the proposed prepackaged Chapter 11 plan of Generation Brands LLC
and Quality Home Brands Holdings LLC and (ii) the disclosure
statement and solicitation materials were adequate.  The Debtors
obtained the required votes for the Plan prior to the bankruptcy
filing on December 4.

The Plan will reduce debt by $150 million while giving 91.75% of
the new stock to holders of $101 million in second-lien debt.  The
first-lien obligations are to be restructured as a cash-paying
$125.6 million secured debt and a $105.5 million term loan paying
interest with more notes.  Unsecured creditors are to receive 7.5%
of the new stock.  The bankruptcy judge is allowing the company to
pay trade suppliers in full even before the plan is confirmed.
The Plan will be financed in part by $20 million in new preferred
stock being purchased by the principal shareholder, Quad-C
Management Inc.

The bankruptcy judge set up a hearing on Dec. 23 for approval of
$20 million in debtor-in-possession financing from existing
lenders.

In addition to the second-lien debt where Bank of New York serves
as agent, liabilities include $239 million on a first-lien
revolving credit and term loan with BNP Paribas as agent. The
company also owes $54.7 million on 14.5 percent unsecured notes
owing to Apollo Investment Corp.

                      About Generation Brands

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

Generation Brands LLC, along with affiliates that include Quality
Home Brands Holdings LLC, filed for Chapter 11 on Dec. 4, 2009
(Bankr. D. Del. Lead Case No. 09-14312).

The Company was advised in connection with its pre-packaged
Chapter 11 financial reorganization by White & Case LLP and
Barclays Capital.  Generation Brands listed assets of $520 million
and debt of $488 million.


GENERATION BRANDS: Receives Approval of First Day Motions
---------------------------------------------------------
Generation Brands disclosed that Judge Peter J. Walsh of the U.S.
Bankruptcy Court in Wilmington, Delaware, on December 8 approved
the Company's requests to permit it to continue working with its
customers, suppliers and employees in the normal course.  The
Court also determined that it will hold a hearing to consider
confirmation of the proposed pre-packaged plan of reorganization
on January 15, 2010.  If the plan is approved at the hearing, the
Company expects to emerge from bankruptcy by the end of January.

The Company received Court permission to pay its suppliers in the
ordinary course of business, including with respect to goods and
services provided before the December 4 Chapter 11 filing.  The
Company also said that it received Court authority to pay pre-
petition employee wages and benefits and commissions to sales
agents.  The Company's various customer programs, including
rebates, discounts and warranties, will continue as they always
have.

"We are pleased that the Court approved our first-day motions,
ensuring that our customers, employees and suppliers will see no
difference in our daily operations," said President and Chief
Executive Officer T. Tracy Bilbrough.

The Company said it received interim Court approval to use its
cash collateral to fund its operating expenses.  As previously
announced, the Company received commitments for a $20 million
debtor-in-possession (DIP) revolving credit facility which will
provide the Company with additional liquidity during its brief
restructuring period.  The bankruptcy court will consider approval
of the DIP financing on December 23, 2009.

"With our confirmation hearing set for January 15, 2010, we are on
track to successfully complete the restructuring of our balance
sheet, eliminating more than $150 million of debt, and emerge from
Chapter 11 by the end of January," Mr. Bilbrough concluded.

The Company filed its voluntary petitions in the U.S. Bankruptcy
Court for the District of Delaware in Wilmington.  The Company was
advised in connection with its pre-packaged Chapter 11 financial
reorganization by White & Case LLP and Barclays Capital.

                      About Generation Brands

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

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.


GENERAL GROWTH: 32 Affiliates Join as Proponents of Ch. 11 Plan
---------------------------------------------------------------
Thirty-two more debtor affiliates of General Growth Properties,
Inc., were added as proponents to the Joint Plan of
Reorganization.  The additional Plan Proponent Debtors are:

  * Bakersfield Mall LLC
  * Bakersfield Mall, Inc.
  * Bellis Fair Partners
  * Fashion Place Anchor Acquisition, LLC
  * Fashion Place, LLC
  * Gateway Overlook Business Trust
  * Gateway Overlook II Business Trust
  * GGP General II, Inc.
  * GGP-Lansing Mall, Inc.
  * GGP-Tucson Mall L.L.C.
  * Ho Retail Properties II Limited Partnership
  * Lancaster Trust
  * Lansing Mall Limited Partnership
  * Lincolnshire Commons, LLC
  * PARCIT-IIP Lancaster Venture
  * Parcity L.L.C.
  * Parcity Trust
  * Park City Holding, Inc.
  * PC Lancaster L.L.C.
  * PC Lancaster Trust
  * RASCAP Realty, Ltd.
  * Rouse SI Shopping Center, LLC
  * RS Properties Inc.
  * Stonestown Shopping Center Holding L.L.C.
  * Stonestown Shopping Center L.L.C.
  * Stonestown Shopping Center, L.P.
  * Tucson Anchor Acquisition, LLC
  * Valley Plaza Anchor Acquisition, LLC
  * Visalia Mall L.L.C.
  * Visalia Mall, L.P.
  * Champaign Market Place L.L.C.
  * Columbia Mall L.L.C.

              Supplements to Reorganization Plan

In light of the addition of 32 Debtors as Plan Proponents, the
Debtors, on December 8 and 9, 2009, supplemented the Disclosure
Statement accompanying the Joint Plan of Reorganization.

The Amended Disclosure Statement disclosed these matters:

  (1) Debtor GGP-Tucson Mall L.L.C. is a defendant to a
      litigation commenced by KLN Partners, LLC, et al. in an
      Arizona state court.  On December 1, 2008, all of the
      claims were dismissed in the State Court Action except
      KLN's claims against GGP-Tucson.  Discovery was underway
      at the time the Debtors' Chapter 11 cases were filed and
      an automatic stay went into effect pursuant to Section 362
      of the Bankruptcy Code.

  (2) The merger, dissolution or consolidation of about 13
      properties by the Subsequent Plan Debtors in conjunction
      with implementation of the Plan.  A chart showing the 13
      Properties' reorganization process is available for free
      at http://bankrupt.com/misc/ggp_13propreorgchart.pdf

  (3) There will be no structural changes to the two properties
      of Subsequent Plan Debtors Champaign Market Place L.L.C.'s
      and Columbia Mall L.L.C.'s ownership structure upon
      emergence.  A chart showing the two properties'
      reorganization process is available for free at:

          http://bankrupt.com/misc/ggp_2propreorgchart.pdf

  (4) AEGON USA Realty Advisors; Capmark Finance, Inc.;
      Centerline Servicing, Inc.; CWCapital Asset Management
      LLC; J.E. Robert Company, Inc.; Helios AMC; ING Clarion;
      LNR Partners, Inc.; Midland Loan Services, Inc.; ORIX
      Capital Markets LLC; Pacific Life, or any successors, are
      identified as "Special Servicers."

  (5) The original coded organization chart, which depicts the
      current organizational structure of the GGP Group, as well
      as certain joint ventures in which the GGP Group holds
      ownership interests, was replaced.  A copy of the Chart is
      available for free at:

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

Full-text copies of the First and Second Disclosure Statement
Supplements are available for free at:

* http://bankrupt.com/misc/ggp_1stDSSupp.pdf
* http://bankrupt.com/misc/ggp_2ndDSSupp.pdf

                         Financial Projections

The Plan Debtors also presented to the Court on December 7, 2009,
financial projections under the Plan.

The Plan Debtors estimate that the total payments required under
the Plan at emergence are $423.2 million.  Of the $423.2 million,
$315.8 million is associated with the mortgage and mezzanine debt
restructuring, including extension fees, servicer fees and
expenses, catch-up amortization payments, accrued interest, the
funding of certain escrow and other expenses.  A further $107.4
million is associated with distributions related to prepetition
claims against the Plan Debtors.

The Plan Debtors, according to Marcia L. Goldstein, Esq., at
Weil, Gotshal & Manges LLP, in New York, are expected to fund
these restructuring costs and Plan distributions predominately
from funds generated by the Plan Debtors since the Petition Date,
with additional support from excess liquidity of General Growth
Properties Limited Partnership.

In connection with negotiations between the Plan Debtors and the
Secured Debt Holders, the Plan Debtors completed in August 2009
the preparation of long-term project-level financial projections,
which were provided to the Secured Debt Holders and other key
constituencies in the Debtors' Chapter 11 cases.  Ms. Goldstein
says the project-level projections show that the Plan Debtors
will have cash flow well in excess of the amounts necessary to
satisfy their principal and interest payments under the
restructured secured loans and all other cash needs through 2014.
However, she notes that the Plan Debtors' cash flow in 2010 is
estimated to be $51.6 million less than their cash needs, due
primarily to the $150 million pay-down of the secured debt on GGP
Ala Moana L.L.C.'s property as negotiated as part of the
restructuring of that entity's property level secured loan.  GGP
expects to fund this shortfall out of excess liquidity of GGP LP.
The Ala Moana pay-down also can be deferred beyond 2010, she
says.

Ms. Goldstein adds that the consolidated cash forecast for the
period December 2009 to December 2010 shows that GGP has
sufficient cash to fund the Emergence Costs of the Plan Debtors
as well as the estimated $51.6 million shortfall in 2010.  On a
pro forma basis including all estimated Emergence Costs and other
payments required by the Plan, GGP projects it will have $192.3
million in cash available at the end of 2010.

A table showing GGP's 13 Months Cash Forecast is available for
free at http://bankrupt.com/misc/ggp_cashforecast.pdf

                     Amended Plan Exhibits

The Plan Debtors filed with the Court amended exhibits to their
Plan:

  * December 8, 2009 amended list of executory contracts to be
    assumed under the Plan, available for free at:

        http://bankrupt.com/misc/ggp_dec9contractlist.pdf

  * amended schedule of contracts that have expired, available
    for free at:

        http://bankrupt.com/misc/ggp_dec9expiredpacts.pdf

  * December 9, 2009 amended schedule of executory contracts to
     be assumed under the Plan, available for free at:

         http://bankrupt.com/misc/ggp_dec9Acontractlist.pdf

             About General Growth Properties

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

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

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


GENERAL GROWTH: Dillard's Inc. Objects to Plan Confirmation
-----------------------------------------------------------
Dillard's Inc. and its affiliates complain that the Joint Plan of
Reorganization of General Growth Properties Inc.'s units impairs
their legal, equitable and contractual rights under their
agreements with the Debtors.

Dillard's asserts that, under those Agreements, the Debtors are
required to, among others, satisfy all mechanic's liens against
Dillard's premises, and indemnify and defend Dillard's from
certain claims against Dillard's.  Moreover, Dillard's notes that
it may have claims against Debtors who are not Plan Debtors
arising out of the Agreements.

In assuming the Agreements, Dillard's asserts that the Plan
Debtors cannot pick and choose which contractual provisions they
will perform post-confirmation and which will be overridden by
other provisions of the Joint Plan of Reorganization.

Thus, Dillard's asks the Court to deny confirmation of the Plan
unless the Plan is revised to preserve Dillard's rights.


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 GROWTH: Proposes to Declare & Pay $101MM in Dividends
-------------------------------------------------------------
General Growth Properties, Inc., operates as a self-managed real
estate investment trust.  REITs, pursuant to Section 856 of the
Internal Revenue Code, as amended, are afforded unique and
favorable income tax treatment.  This unique status permits a
REIT to avoid paying entity-level income taxes if it maintains
its REIT status and makes certain distribution to shareholders,
Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, explains.  The favorable tax status of a REIT as
essentially a non-tax payer makes it attractive as an investment
and is a significant driver of GGP's overall enterprise value,
Ms. Goldstein tells the Court.

Ms. Goldstein says GGP has maintained its status as a REIT and
avoided having to pay entity level income taxes or the Excise Tax
by distributing at least 100% of its taxable income to its
shareholders in cash.  However, current Internal Revenue Service
guidance provides that a REIT's distribution of its taxable
income for the purpose of maintaining its REIT status and
avoiding entity level income taxes need not be satisfied solely
in cash, she points out.

GGP, by this motion, thus seeks the Court's authority to maintain
its REIT status and avoid entity level income taxes and the
Excise Tax by declaring and paying a dividend equal to 100% of
its taxable income, which dividend will be paid partially with
GGP common stock and partially with cash.

Stockholders, Ms. Goldstein says, will be given an election to
receive their dividend in either cash or common stock, subject to
a 10% cap on the aggregate portion of the dividend to be paid in
cash.  GGP estimates its 2009 dividend obligation to be $101
million, of which $90.9 million will be paid in stock and $10.1
million in cash.  Ms. Goldstein reiterates that the figure is a
current estimate, and the Debtors are working diligently to
prepare final numbers.  She says it is possible that the amounts
cited, including the Excise Tax, could vary by as much as 20-30%.

Specifically, the Debtors seek the Court's authority:

  (i) to declare and make the dividends and distributions for
      the 2009 fiscal year to enable GGP to maintain its
      qualification as a REIT and to avoid payment of entity
      level income taxes and an Excise Tax; and

(ii) for their directors and officers, as applicable, to
      take necessary steps to implement and effectuate the
      declaration and payment of the Dividend.

Ms. Goldstein points out that the Debtors' business model, and
the enterprise's attractiveness to all stakeholders on a going-
forward basis, is predicated on GGP retaining its REIT
qualification and avoiding entity level taxation.  However, GGP's
failure to satisfy its REIT-related dividend obligations by
December 21, 2009, would cause it to incur an Excise Tax for
$3,434,000, she says.  GGP would then be obligated to pay the
Excise Tax no later than March 15, 2010.  The $3,434,000 tax
penalty is on account of a $10,100,000 cash obligation that still
would have to be paid by December 31, 2010, in order for GGP to
maintain its REIT status, she asserts.  Thus, the loss of GGP's
REIT status would cause the Debtors to incur, based on current
projections, several billion dollars in tax obligations for the
tax years 2009 to 2013, she maintains.

Ms. Goldstein adds that the Official Committee of Unsecured
Creditors has informed the Debtors that it does not oppose the
proposed Dividend declaration and payment provided that (i) none
of the facts related to the proposed Dividend are altered prior
to the entry of an order approving the Motion, and (ii) the cash
component of the Dividend does not exceed 10% of GGP's aggregate
REIT-related dividend obligation.

Ms. Goldstein further discloses that the Debtors must declare the
Dividend prior to December 31, 2009 and pay the same by
January 29, 2010.  Thus, the Debtors ask the Court that any order
approving the Motion should be effective immediately by providing
that the 14-day stay under Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived.

The Debtors further ask the Court to shorten notice with respect
to the Dividend Motion, and consider the Dividend Motion at a
hearing scheduled for December 18, 2009.

             About General Growth Properties

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

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

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


GENERAL MOTORS: New GM Returns $140MM Treasury Loan
---------------------------------------------------
General Motors Company returned $140 million of the $290 million
received from the United States Department of the Treasury for
payments to parts suppliers, The Associated Press reported on
November 24, 2009.

Originally, $2.5 billion was pledged to GM from the Treasury
Department's bailout to support GM's suppliers, however, GM only
received $290 million, AP explained.  GM spokesperson Alan Adler
disclosed that GM believes that it will only use $150 million, AP
said.  Mr. Adler further stated that GM's suppliers drew less
money from an account administered by GM as GM's cash flow
improved, AP added.

                     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: Treasury Says It May Not Get Full Investment
------------------------------------------------------------
Dow Jones Newswires' Meena Thiruvengadam reports that U.S.
Treasury Secretary Timothy Geithner this week told the
Congressional Oversight Panel, one of several entities overseeing
the Troubled Asset Relief Program, there is a significant
likelihood "we will not be repaid for the full value of our
investments in AIG, GM, and Chrysler."

Dow Jones notes the Treasury in fiscal year 2009 alone estimated
its losses on capital provided to those firms to be near $61
billion.

According to a report released by the Government Accountability
Office -- and reported by the Troubled Company Reporter on
November 10, 2009 -- the Treasury provided $81.1 billion aid to
the U.S. auto industry, of which $62 billion was provided to
Chrysler Group and GM to help the auto makers in their
restructuring.  In return, the government agency received 9.85%
equity in Chrysler, 60.8% equity and $2.1 billion in preferred
stock in GM, and $13.8 billion in debt obligations between the
auto makers.

GAO estimated that the equity value of Chrysler Group necessary to
recoup investment must be $54.8 billion while GM would need to be
worth $66.9 billion.  The agency also assumed that $5.4 billion
that was lent to Chrysler and $986 million to GM would not be
repaid.

"Treasury is unlikely to recover the entirety of its investment in
Chrysler or GM, given that the companies' values would have to
grow substantially above what they have been in the past," GAO
said in its 41-page report.

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

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

According to Dow Jones' Darrell A. Hughes and Ms. Thiruvengadam,
Mr. Geithner said in letters to U.S. lawmakers, the Obama
administration would extend the $700 billion financial-sector
bailout from its scheduled Dec. 31 expiration but limit new
spending to such areas as housing and small business.  The report
relates Mr. Geithner said the financial sector has stabilized, but
the government needs to have funds available through next October.
those aimed at job creation.  The report notes that President
Barack Obama on Tuesday said the White House would use an
additional $50 billion in TARP funds to help small businesses get
credit.

"While we are extending the $700 billion program, we do not expect
to deploy more than $550 billion," Mr. Geithner said, Dow Jones
reports.  He added the U.S. would seek to exit its TARP
investments "as soon as practicable."

                            About AIG

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

                     About Chrysler Group LLC

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

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

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

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

                       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)


GENOIL INC: Elliott Davis Discloses 10.2% Equity Stake
------------------------------------------------------
Elliott Davis Investment Advisory Services, LLC, and Tyson Halsey,
CFA, disclosed that they beneficially own 27,932,696 shares or
roughly 10.2% of the common stock of GenOil Inc. at November 30,
2009.

Genoil Inc. is a technology development company focused on
providing innovative solutions to the oil and gas industry through
the use of proprietary technologies.  The Company's business
activities are primarily directed to the development and
commercialization of its upgrader technology, which is designed to
economically convert heavy crude oil into light synthetic crude.
The Company is listed on the TSX Venture Exchange under the symbol
GNO as well as the Nasdaq OTC Bulletin Board using the symbol
GNOLF.OB.

At September 30, 2009, the Company had C$4,346,205 in total assets
against C$2,363,706 in total current liabilities and C$169,167 in
convertible note obligations, resulting in shareholders' equity of
C$1,813,332.  At September 30, 2009, the Company had accumulated
deficit of C$66,561,206.

As at September 30, 2009, the Company had incurred accumulated
losses of C$66,561,206 (December 31, 2008 -- C$62,889,226) since
inception.  The Company said its ability to continue as a going
concern is in substantial doubt and is dependent on achieving
profitable operations, commercializing its upgrader technology,
and obtaining the necessary financing to develop this technology
further.  The outcome of these matters cannot be predicted at this
time.  The Company will continue to review the prospects of
raising additional debt and equity financing to support its
operations until such time that its operations become self-
sustaining, to fund its research and development activities and to
ensure the realization of its assets and discharge of its
liabilities.  While the Company is expending its best efforts to
achieve the plans, there is no assurance that any such activity
will generate sufficient funds for future operations.

The Company is not expected to be profitable during the ensuing 12
months and therefore must rely on securing additional funds from
either issuance of debt or equity financing for cash
consideration.


GEORGIA GULF: Moody's Assigns 'B3' Rating on $500 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to $500 million
senior secured notes due 2016 to be issued by Georgia Gulf
Corporation.  Proceeds will be used to repay GGC's senior secured
revolver and term loan.  Coincident with this refinancing, GGC
will enter into a $300 million senior secured asset-backed
revolving credit facility due 2013.  The outlook is stable.

Moody's also affirmed the GGC's other ratings (Corporate Family
Rating of B2) and advised that the ratings on GGC's senior secured
revolver and term loan would be withdrawn upon successful
completion of this transaction.  In addition, the LGD point
estimates for the unsecured and subordinated notes will also be
changed to reflect this refinancing upon the completion of the
transaction.

"The completion of the exchange offer and the bank amendment will
provide Georgia Gulf with a sustainable capital structure and
should enable it to navigate the current downturn, despite
continuing uncertainty over the timing of a recovery in the
housing and construction markets," stated John Rogers, Senior Vice
President at Moody's.

The notes are secured by a first-priority lien on substantially
all of GGC's U.S. assets including equipment, real estate and
stock of domestic subsidiaries, as well as 65% of the stock of its
Canadian subsidiaries, subject to certain restrictions.  The notes
will have a second-priority lien on GGC's U.S. accounts receivable
and inventory.  The notes are notched below the corporate family
rating due to the size of the ABL facility, weaker collateral
package (relative to the ABL), and a very modest amount of
unsecured debt and other liabilities.

GGC's B2 CFR reflects the company's weak financial performance and
uncertainty over the timing of a recovery in the US housing
market.  GGC has substantial leverage to a recovery in the US
housing market and Moody's expects a dramatic improvement in
financial metrics coincident with the housing rebound.  However,
earnings from its chlor alkali operations, which generated more
profit than expected in the first half of 2009, are expected to
experience a trough in 2010.

The stable outlook assumes the decline in chlor alkali earnings is
more than offset by the benefits from cost reduction efforts and
that the reported four-quarter trailing EBITDA remains above
$150 million.  The trailing four-quarter metrics ending
September 30, 2009 have improved significantly due to the debt for
equity swap and a strong third quarter; Debt/EBITDA declined below
4.5x.  If debt-to-EBITDA remains below 5.0x and Retained Cash
Flow/Total Debt rises meaningfully above 10%, Moody's would
consider the appropriateness of a higher rating.  Conversely, any
meaningful shortfall in EBITDA ($10 million or more) or increase
in debt ($75 million or more) could prompt a negative outlook.

Ratings assigned:

Georgia Gulf Corporation

  -- Senior secured notes at B3, LGD4 (63%)

The last rating action on Georgia Gulf Corporation was on July 30,
2009, when Moody's upgraded Georgia Gulf's ratings due to the
debt-for-equity swap.

Georgia Gulf Corporation, headquartered in Atlanta, Georgia, is a
producer of commodity chemicals including chlorovinyls (chlorine,
caustic soda, vinyl chloride monomer, polyvinyl chloride resins
and vinyl compounds), PVC fabricated products (pipe, siding,
window profiles, plastic lumber, etc.), and aromatics (cumene,
phenol and acetone).


GHOST TOWN: Failed to Pay 2-Week Worth of Salaries Before Closing
-----------------------------------------------------------------
Becky Johnson, staff writer at Smokey Mountain News, Ghost Town in
the Sky failed to pay employees for their final two weeks of work
before shutting down for the winter.  Chief executive officer
Steve Shiver said the Company still plans to pay employees what
they are owed, Ms. Johnson notes.

Ghost Town Partners, LLC, operated Ghost Town in the Sky, an
amusement park located in the Great Smoky Mountains in Maggie
Valley, North Carolina.  Ghost Town in the Sky --
http://www.ghosttowninthesky.com/-- featured staged gunfights,
live music and shows, crafts, and food.

Ghost Town Partners filed for Chapter 11 protection on March 11,
2009 (Bankr. W.D. N.C. Case No. 09-10271).  David G. Gray, Esq.,
at Westall, Gray, Connolly & Davis, P.A., and William E. Cannon,
Jr., at Brown, Ward & Haynes P.A., represent the Debtor in its
restructuring efforts.  In its bankruptcy petition, the Debtor
listed total assets of $13,035,300 and total debts of $12,305,672.


GOODMAN GLOBAL: Moody's Rates $320 Mil. Senior Notes at 'B3'
------------------------------------------------------------
Moody's has rated Goodman Global Group, Inc.'s new proposed
$320 million senior unsecured holdco PIK note due 2014 B3 and has
assigned a B1 Corporate Family Rating and Probability of Default
to Goodman Global Group, Inc.  The B1 CFR and PDR at the
subsidiary Goodman Global, Inc., will be withdrawn at the close of
the transaction.  The rating on Goodman Global Inc.'s senior
secured term loan due 2014 was affirmed at Ba3.  The ratings
outlook remains negative.

The negative ratings outlook reflects the view that the weak
economic environment may continue and considers the increased
leverage from the contemplated $400 million dividend.  The
dividend is to be funded through a combination of the new
$320 million senior unsecured holdco note and with existing cash
on hand.  As a result of the dividend, leverage is increasing by
almost a full turn to approximately 4.7x LTM EBITDA.  The company
had recently been performing above Moody's expectations and its
credit metrics were increasingly supportive of a stable ratings
outlook.

The B3 rating on the new $320 million senior unsecured holdco PIK
note, two notches below the CFR, reflects its lack of guarantees
and its structural subordination to the debt at Goodman Global
Inc, its primary operating company.  The debt is being issued by
Goodman Global Group, Inc., the primary holding company which is
owned by private equity firm Hellman & Friedman LLC.

These ratings/assessments have been affected:

Goodman Global Group, Inc.

  -- Corporate Family Rating, assigned B1;
  -- Probability of Default Rating, assigned B1;
  -- $320 senior discount notes due 2014, assigned B3 (LGD6, 92%).

Goodman Global, Inc.

  -- $772 million (originally $800 million) senior secured term
     loan due 2014, affirmed at Ba3 (LGD3, 38%) from Ba3 (LGD3,
     40%).

The Corporate Family Rating and Probability of Default Rating at
Goodman Global, Inc., will be withdrawn at the close of the
transaction.

The last rating action on Goodman Global, Inc., was on June 16,
2009, when the company's B1 CFR and PDF were affirmed and the
outlook was changed to negative.

Goodman, located in Houston, Texas, is a domestic manufacturer of
heating, ventilation and air conditioning products for residential
and commercial use.  Total revenues for the LTM period through
September 30, 2009, were approximately $1.8 billion.


GPX INTERNATIONAL: Expects Assets Sale to Close This Year
---------------------------------------------------------
GPX International Tire Corporation said it received approval from
the Bankruptcy Court to complete the sale of its business in three
discrete transactions that are expected to close prior to the end
of the year, subject to closing conditions.  All three buyers were
the original stalking horse bidders. U.S. Bankruptcy Judge Joan N.
Feeney approved these transactions:

   -- U.S. Assets -- GPX's U.S. operations will be sold to
      Alliance Tire Corporation.  Alliance submitted the winning
      bid in an auction conducted after Titan International,
      Inc., submitted an alternative offer.  Alliance will acquire
      the Company's U.S. operations, including its assets,
      customer relationships, warehouse footprint, world-wide
      rights to the Galaxy and Primex brands, the Company's
      medium radial truck distribution business and the
      Company's South African entity, GPX Tyre South Africa
      (Pty.).  Alliance is a global leader specializing in the
      development, manufacture and sale of highly engineered
      agricultural, forestry, construction and earthmover tires
      worldwide.  Alliance manufactures in Israel and has
      recently completed a state of the art factory in India.
      Alliance will continue to market Galaxy, Primex, other
      GPX brands, and medium radial truck tires to GPX's
      customer base.  GPX customers will benefit from the
      complementary strengths of the Alliance and GPX product
      lines, particularly in the agricultural and construction
      tire segments.  Alliance will continue to source products
      from GPX's valued network of manufacturers in China and
      elsewhere.  The combination of the Alliance and GPX
      manufacturing resources provides Alliance with a large,
      diverse, and highly flexible global sourcing platform that
      is capable of providing competitive products in all
      segments of the off-the-road tire industry in North
      America and throughout the world.

   -- Canadian Transaction -- GPX's Canadian subsidiary,
      Dynamic Tire Corp., will be sold to a management buyout
      team led by Robert Sherkin and Peter Koszo.  Under the
      terms of the transaction, the company's Canadian
      subsidiary will become a separate entity engaged in
      the sale and distribution in Canada of Galaxy and Primex
      brand off-the-road tires, the sale and distribution of
      medium radial truck and passenger car tires, and private
      label sourcing.  Dynamic will continue to operate this
      business, purchase tires from longstanding suppliers and
      provide customers with a high level of customer service as
      it has done in the past.

   -- Solid Tire Transaction -- The Company's Solid Tire
      business, together with its Gorham, ME; Red Lion, PA;
      and Hebei, China manufacturing facilities will be sold
      to MITL Acquisition Company, which is capitalized by an
      investor group working in cooperation with management.
      The Solid Tire business will maintain manufacturing
      operations in the Maine, Pennsylvania and Hebei, China
      facilities in order to market the MaineTire, MITL, ITL
      and Brawler brands to its customers.

"The court's approval of these transactions is an excellent
outcome for the Company and its customers, vendors and employees,"
said Craig Steinke, GPX's chief executive officer.  "We are
excited to work with the three acquirers to close the transactions
prior to the end of the year.  In doing so, we will enable the
continuation of quality and innovation inherent in GPX's brands
while providing employment for over 95 percent of GPX's
workforce."

The Company anticipates that all three sales will close prior to
December 31, 2009.

                 About GPX International Tire

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. as
bankruptcy counsel and Peggy Farrell of Hinckley Allen & Snyder
LLP as corporate counsel.  TM Capital Corp. served as investment
banker to GPX in connection with these transactions and Argus
Management Corporation served as GPX's financial advisor.  The
petition says assets and debts range from $100 million to
$500 million.


GRAOCH ASSOCIATES #66: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Graoch Associates #66 Limited Partnership
        750 Market Street
        Tacoma, WA 98402

Bankruptcy Case No.: 09-36309

Chapter 11 Petition Date: December 9, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: Robert W. "Tad" Adams, III, Esq.
                  6004 Brownsboro Park Blvd., Suite A
                  Louisville, KY 40207
                  Tel: (502) 895-8210
                  Email: rwa@tadamslaw.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/kywb09-36309.pdf

The petition was signed by Gary M. Gray.


GREATER ATLANTIC FINANCIAL: May File After Bank Takeover
--------------------------------------------------------
Greater Atlantic Financial Corp., the holding company that owned
Great Atlantic Bank, said December 9 in a regulatory filing that
it was "highly likely" to cease operations, liquidate, or file
bankruptcy.

On December 4, 2009, Greater Atlantic Bank was closed by the
Office of Thrift Supervision and the Federal Deposit Insurance
Corporation was appointed as receiver of the Bank. On that same
date, Sonabank, McLean, Virginia, acquired substantially all
banking operations, including substantially all of the deposits,
of the Bank and purchased most of the Bank's assets in a
transaction facilitated by the FDIC.

Greater Atlantic Financial's principal asset is its ownership of
the common stock of the Bank and, as a result of the receivership
of the Bank, the Company has very limited remaining tangible
assets.  As the owner of all of the capital stock of the Bank, the
Company would be entitled to the net recoveries, if any, following
the liquidation or sale of the Bank or its assets by the FDIC.
However, at this time, the Company does not expect that it will
realize any such recoveries.

In connection with the receivership of the Bank, both the Company
and the Bank expect to receive notices from substantially all of
the counterparties to the Company's and/or Bank's material
agreements, of alleged events of default under those agreements,
and of those counterparties' intentions to terminate those
agreements or accelerate the Company's and/or Bank's performance
of those agreements.  The Company and/or Bank may dispute certain
of those notices.  However, in the event of a default by the
Company and/or Bank under one or more of those material
agreements, or in the event of the termination of one or more of
the material agreements, the Company and/or Bank may be subject to
penalties under those agreements and also may suffer cross-default
claims from counterparties under the Company's and/or Bank's other
agreements.

As a result of the Bank's receivership, it is highly likely that
the Company will be required to cease operations and liquidate or
seek bankruptcy protection.  If the Company were to liquidate or
seek bankruptcy protection, the Company believes that there would
be no assets available to holders of the capital stock of the
Company.

                      About Greater Atlantic

Greater Atlantic Financial Corp. is a savings and loan holding
company whose principal activity is the ownership and management
of Greater Atlantic Bank (GAB or the Bank). GAFC conducts its
business through its wholly owned subsidiary, Greater Atlantic
Bank (the Bank). It offers banking services to customers through
its bank branches.   The Company has two wholly owned
subsidiaries: Greater Atlantic Capital Trust and Greater Atlantic
Capital Trust I.


GRUBB & ELLIS: Nets $4.1MM in Sale of 12% Convertible Preferreds
----------------------------------------------------------------
Grubb & Ellis Company reports that on November 25, 2009, the
Company effected the sale of 40,800 shares of 12% cumulative
participating perpetual convertible preferred stock, par value
$0.01 per share, to various qualified institutional buyers and
accredited investors for net proceeds of roughly $4.1 million.

The sale constitutes a portion of the 45-day option to purchase up
to an additional 100,000 shares of Preferred Stock granted to the
initial purchaser in the Company's private placement of 900,000
shares of Preferred Stock.

Each share of Preferred Stock is currently convertible into 31.322
shares of the Company's common stock, par value $0.01 per share,
subject to adjustment as set forth in a Certificate of Powers,
Designations, Preferences and Rights filed by the Company with the
Secretary of State of the State of Delaware on November 4, 2009.

The Preferred Stock was offered in reliance on exemptions from the
registration requirements of the Securities Act of 1933, as
amended that apply to offers and sales of securities that do not
involve a public offering.  As such, the Preferred Stock was
offered and sold only to (i) "qualified institutional buyers" (as
defined in Rule 144A under the Securities Act), (ii) to a limited
number of institutional "accredited investors" (as defined in Rule
501(a)(1), (2), (3) or (7) of the Securities Act), and (iii) to a
limited number of individual "accredited investors" (as defined in
Rule 501(a)(4), (5) or (6) of the Securities Act).

                Resale of Preferreds, Common Shares

Grubb & Ellis on December 7, 2009, filed with the Securities and
Exchange Commission a Form S-1 Registration Statement under the
Securities Act of 1933 to delay the effective date of the
Registration Statement.

The Registration Statement and accompanying prospectus relate to
up to 125,000 shares of the Company's outstanding 12% Cumulative
Participating Perpetual Convertible Preferred Stock, and up to
3,915,250 shares of the Company's common stock issuable upon
conversion of the Company's 12% Preferred Stock that may be sold
by selling stockholders.

The selling stockholders acquired the shares of 12% Preferred
Stock in a private placement.  The Company said it is registering
the offer and sale of the shares of 12% Preferred Stock and the
shares of common stock to satisfy registration rights the Company
has granted.

The Company will not receive any of the proceeds from the sale of
the shares of 12% Preferred Stock or shares of common stock by the
selling stockholders.  The Company has agreed to bear all expenses
of registration of the common stock.  The selling stockholders, or
their transferees, pledgees, donees or other successors in
interest, may sell their 12% Preferred Stock and shares of common
stock issuable upon conversion of the 12% Preferred Stock.

The Company will pay cumulative dividends on the 12% Preferred
Stock from and including the date of original issuance in the
amount of $12.00 per share each year, which is equivalent to 12%
of the initial liquidation preference per share.  Dividends on the
Preferred Stock will be payable when, as and if declared,
quarterly in arrears, on March 31, June 30, September 30 and
December 31, beginning on December 31, 2009.

In addition, in the event of any cash distribution to holders of
the common stock, par value $0.01 per share, of the Company,
holders of the 12% Preferred Stock will be entitled to participate
in such distribution as if such holders had converted their shares
of Preferred Stock into common stock.

Generally, the Company may not redeem the 12% Preferred Stock
before November 15, 2014.  On or after November 15, 2014, the
Company may, at its option, redeem the 12% Preferred Stock, in
whole or in part, by paying an amount equal to 110% of the sum of
the initial liquidation preference per share plus any accrued and
unpaid dividends to and including the date of redemption.

A full-text copy of the Registration Statement as amended is
available at no charge at http://ResearchArchives.com/t/s?4b76

The Company will hold its Annual Meeting on December 17, 2009.
Among the important agenda items at the Meeting is a proposal to
amend the Certificate of Incorporation to authorize the increase
of both common and preferred shares and a proposal to declassify
the Board of Directors to conform with prevailing corporate
governance practices.

As reported by the Troubled Company Reporter, Grubb & Ellis on
October 1, 2009, obtained an amendment to its senior secured
revolving credit facility which, among other things, modifies and
provides the Company an extension from September 30, 2009, to
November 30, 2009, to (i) effect its recapitalization plan and in
connection therewith to effect a prepayment of at least 72% of the
Revolving Credit A Advances, and (ii) sell four commercial
properties, including the two real estate assets that the Company
had previously acquired on behalf of Grubb & Ellis Realty
Advisors, Inc.

                   About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Santa
Ana, California-based Grubb & Ellis Company (NYSE: GBE) --
http://www.grubb-ellis.com/-- claims to be one of the largest and
most respected commercial real estate services and investment
companies in the world.  Its 6,000 professionals in more than 130
company- owned and affiliate offices draw from a unique platform
of real estate services, practice groups and investment products
to deliver comprehensive, integrated solutions to real estate
owners, tenants and investors.

Grubb & Ellis Company reported an upside-down balance sheet at
September 30, 2009.  The Company had total assets of $342,178,000
against total liabilities of $357,948,000 at September 30.  The
Company said stockholders' deficit attributable to Grubb & Ellis
was $16,410,000; non-controlling interests were $640,000; and
total deficit was $15,770,000 at September 30.


GUARANTY FINANCIAL: Wants to Have Until March 22 to Propose Plan
----------------------------------------------------------------
Guaranty Financial Group Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Texas to extend
their exclusive periods in which to propose a Chapter 11 plan of
reorganization and to solicit acceptances until March 22, 2010,
and May 21, 2010, respectively.  Absent an extension, the Debtors
plan-filing period expires December 25.

The Debtors relate that they must complete their investigation of
potential causes of action against various third parties regarding
the prepetition operations.  The Debtors add that pursuant to an
agreement, the Debtors agreed to submit a draft plan and
disclosure statement to the Federal Deposit Insurance Corporation
and Wilmington Trust by March 8, 2010, and to file their proposed
plan and disclosure statement by March 22, 2010.

Guaranty Financial Group Inc. -- http://www.guarantygroup.com/--
is based in Dallas, Texas.  Guaranty Financial is a unitary
savings and loan holding company. The Company's primary operating
entities are Guaranty Bank and Guaranty Insurance Services, Inc.
Guaranty Financial filed for bankruptcy after the Guaranty bank
was seized by regulators and sent to receivership under the
Federal Deposit Insurance Corporation.  Before the bank was taken
over, the balance sheet of the holding company had $15.4 billion
in assets as of Sept. 30, 2008.

Guaranty Financial together with affiliates filed for Chapter 11
on Aug. 27, 2009 (Bankr. N.D. Tex. Case No. 09-35582).  Attorneys
at Haynes & Boone, LLP, represent the Debtors.  According to the
schedules attached to its petition, the Company has assets of at
least $24,295,000, and total debts of $323,413,428, including
$305 million in trust preferred security.


HAMPSHIRE GROUP: Norman Pessin Discloses 7.27% Equity Stake
-----------------------------------------------------------
SEP IRA F/B/O Norman H. Pessin owns 398,000 shares of common stock
of Hampshire Group, Limited, constituting 7.27% of the outstanding
shares thereof.

                      2009 Restructuring Plan

During July 2009, the Company initiated the final phase of its
2009 restructuring plan, which included executive level
organizational changes and the consolidation of its Asian
operations.  As a result of this consolidation, the Company will
reduce its global workforce by an additional 29%, bringing total
2009 personnel reductions to approximately 50% of first quarter
2009 staffing levels.

The Company has said it is on track to complete the final phase of
its 2009 restructuring plan by the end of 2009.

At September 26, 2009, the Company had total assets of $99,108,000
against total liabilities of $51,101,000.

                       About Hampshire Group

Hampshire Group, Limited is a U.S. provider of women's and men's
sweaters, wovens and knits, and a designer and marketer of branded
apparel.  Its customers include leading retailers such as JC
Penney, Kohl's, Macy's, Belk's and Dillard's, for whom it provides
trend-right, branded apparel.  Hampshire's owned brands include
Spring+Mercer(R), its "better" apparel line, Designers
Originals(R), Hampshire's first brand and still a top-seller in
department stores, as well as Mercer Street Studio(R),
Requirements(R), and RQT(R).  Hampshire also licenses the Geoffrey
Beene(R) and Dockers(R) labels for men's sweaters, both of which
are market leaders in their categories, and licenses JOE Joseph
Abboud(R) for men's sportswear and Alexander Julian Colours(R) for
men's tops.


HAMPSHIRE GROUP: Names Peter Woodward to Board of Directors
-----------------------------------------------------------
Hampshire Group, Limited, on December 7 announced the appointment
of Peter Woodward to the Company's Board of Directors, effective
immediately.  Mr. Woodward has also become a member of the
Company's Audit Committee.

Mr. Woodward currently serves as Founder and Managing General
Partner of MHW Capital Management, LLC, an investment firm
specializing in large equity positions in public companies with
strong balance sheets that are revitalizing their business plans.
Prior to that, Mr. Woodward was Managing Director of Regan Fund
Management, where spent more than 10 years managing investments
ranging in size from $15 million to $150 million.

Commenting on the appointment, Heath Golden, Chief Executive
Officer said, "We are very pleased to welcome Peter to the Board.
Not only does he bring a strong financial background, but Peter is
also a shareholder, which is a constituency that was not
previously represented on our Board. We look forward to Peter's
counsel as we continue to drive growth across the business and
maximize shareholder value."

On December 2, 2009, Hampshire Group entered into a letter
agreement with Mr. Woodward and MHW Capital Management, an
investment fund controlled by Mr. Woodward.  The Letter Agreement,
among other things, restricts Mr. Woodward and MHW from engaging
in an acquisition, directly or indirectly, alone or with another
person, that results in MHW or its affiliates beneficially owning
more than 14.9% of the common stock of the Company, negotiating or
encouraging any corporate sale transaction involving the Company,
engaging in the solicitation of proxies for the Company's
securities, initiating a tender offer for the securities of the
Company, seeking to call a meeting of the Company's stockholders
or initiate any stockholder proposal, or forming or joining any
"group" -- as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended -- with respect to the securities
of the Company or any subsidiary thereof.  The Letter Agreement
grants the parties the right to seek specific performance and
equitable relief in the event of a breach or threatened breach of
the Letter Agreement by the other party.

The Company also entered into an indemnification agreement with
Mr. Woodward.

Pursuant to Mr. Woodward's appointment to the Board, Mr. Woodward
was granted 20,000 restricted shares of the Company's common stock
under the Hampshire Group, Limited 2009 Stock Incentive Plan.
2,000 of the restricted shares will be subject to time-based
vesting while 18,000 of the restricted shares will be subject to
performance-based vesting.  With respect to time-based vesting,
the restricted shares will vest ratably on each March 31 of 2010
through 2013, subject to Mr. Woodward's continued service with the
Company.

With respect to performance-based vesting, 25% of the restricted
shares will vest ratably on each March 31 of 2011 through 2014,
provided that, as of each such vesting date, the Company's
consolidated return on operating income for the preceding fiscal
year has reached specified targets.  In the event that the Company
misses its target in a given year, the shares that would otherwise
have vested in that year will be rolled forward to the next year
and will vest simultaneously with the shares already allocated for
that subsequent year should the Company exceed that year's target
by an amount sufficient to cover the prior year's or years'
cumulative shortfall.  This rollover mechanism will permit shares
to be carried forward over multiple years until the expiration of
the Plan.

                   Director Compensation Changes

The Company also disclosed that on December 2, 2009, the Board
unanimously approved changes to the annual cash compensation paid
to the Company's non-employee directors.  The Board lowered the
amount of annual cash compensation of the Company's non-employee
directors -- other than the Chairman of the Board and the Chairman
of the Audit Committee of the Board -- from $80,000 to $60,000.
The compensation will continue to be paid quarterly.  The Chairman
of the Board will continue to receive $80,000 in annual cash
compensation.  The Chairman of the Audit Committee of the Board
will receive $65,000 in annual cash compensation.  The changes to
the annual cash compensation of the Company's non-employee
directors will be effective as of January 1, 2010.

                      2009 Restructuring Plan

During July 2009, the Company initiated the final phase of its
2009 restructuring plan, which included executive level
organizational changes and the consolidation of its Asian
operations.  As a result of this consolidation, the Company will
reduce its global workforce by an additional 29%, bringing total
2009 personnel reductions to approximately 50% of first quarter
2009 staffing levels.

The Company has said it is on track to complete the final phase of
its 2009 restructuring plan by the end of 2009.

At September 26, 2009, the Company had total assets of $99,108,000
against total liabilities of $51,101,000.

                       About Hampshire Group

Hampshire Group, Limited is a U.S. provider of women's and men's
sweaters, wovens and knits, and a designer and marketer of branded
apparel.  Its customers include leading retailers such as JC
Penney, Kohl's, Macy's, Belk's and Dillard's, for whom it provides
trend-right, branded apparel.  Hampshire's owned brands include
Spring+Mercer(R), its "better" apparel line, Designers
Originals(R), Hampshire's first brand and still a top-seller in
department stores, as well as Mercer Street Studio(R),
Requirements(R), and RQT(R).  Hampshire also licenses the Geoffrey
Beene(R) and Dockers(R) labels for men's sweaters, both of which
are market leaders in their categories, and licenses JOE Joseph
Abboud(R) for men's sportswear and Alexander Julian Colours(R) for
men's tops.


HEADLEE MANAGEMENT: Files for Chapter 11 to Reorganize Finances
---------------------------------------------------------------
Michael Levensohn at Times Herald-Record reports Headlee
Management Corp. filed for Chapter 11 bankruptcy to reorganize its
finances and continue operating its KFC restaurants.  The filing
was made after Bank of America commenced foreclosure actions
against several of the Company's properties in New York and
Connecticut.  The Company added that KFC attempted to terminate
three franchise agreements.

Headlee Management Corp. operates 11 KFC restaurants and owns
interest in Buffalo Wild Wings restaurants in Kingston, Alabama
and Mississippi.


HOUSE OF DAVID: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The House Of David COGIC San Diego, CA
          aka House Of David Church Of God In Christ
          aka House Of David COGIC
          aka House Of David, COGIC
          aka HOD COGIC
          aka H. Dvd COGIC
        P.O. Box 740615
        San Diego, CA 92174

Bankruptcy Case No.: 09-18898

Chapter 11 Petition Date: December 9, 2009

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

Judge: Chief Judge Peter W. Bowie

Debtor's Counsel: Andrew H. Griffin, III, Esq.
                  Law Office of Andrew H. Griffin, III
                  275 East Douglas, Suite 112
                  El Cajon, CA 92020
                  Tel: (619) 440-5000
                  Fax: (619) 440-5991
                  Email: Griffinlaw@mac.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 $1,565,336
and total debts of $1,298,249.

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

              http://bankrupt.com/misc/casb09-18898.pdf

The petition was signed by Sidney A. Buggs III, pastor and
president of the Company.


INDIANA TROOPERS: Files For Bankruptcy Protection
-------------------------------------------------
The Associated Press reports The Indiana Troopers Association has
filed for bankruptcy protection amid a court fight with
telemarketing companies it hired for fundraising work.

AP relates the group in February sued two Atlanta-based companies,
claiming it had been defrauded of hundreds of thousands of dollars
over the past few years.  Campaign Resources Inc. and JAK
Productions countersued, saying they had not been paid hundreds of
thousands of dollars for work performed and that they had been
defamed.

Troopers association director Ernie Alder tells The Journal
Gazette of Fort Wayne it has curtailed fundraising activities
because of the lawsuits, AP says.

The Angola-based troopers group supports a variety of police-
related causes, such as a death benefit for officers killed in the
line of duty, college scholarships and money to help troopers in
emergencies, AP notes.


INKSTOP INC: Court Orders Liquidation Sales
-------------------------------------------
Cleveland, Ohio-based InkStop Stores, a nationwide retailer who
abruptly locked employees out of stores in October, starts
liquidation sale this week by court order to return money to
creditors.  Liquidation sales will be in Philadelphia, PA,
Washington, DC, Cleveland, OH, Detroit, MI, Atlanta, GA, St.
Louis, MO, Dallas, TX, and Denver, CO.

Grand Rapids, Michigan-based Liquid Asset Partners and Chicago-
based Solid Asset Solutions will run a liquidation sale of 150
Stores of Merchandise from 27 selected sale stores.  The
liquidation event will be the largest electronics sale this
holiday to buy digital cameras, GPS's, MP3 players, computer
gadgets and printer ink at liquidation prices.

The bankruptcy court order directs Liquid Asset Partners LLC and
Solid Asset Solutions LLC to sell millions of dollars of inventory
and equipment owned by InkStop.  The Liquidation firms are charged
with the task of re-opening the sale sites in a very short few
days.  They cut deals with landlords and work with utility
companies to get heat and electricity turned on.  Some stores even
hold sales without heat or electricity, due to delays with utility
companies.  The discounts in sale stores are 50% off or more
starting Friday, December 11.

"We truly feel for the employees and their families during this
holiday," says Bill Melvin Jr., CEO of Liquid Asset Partners.
"These stores were closed in an abrupt fashion and we've re-
opening them quickly to try to save as much value as possible for
all involved. We are open for liquidations in the selected stores
and the customer response is tremendous!"

The Bankruptcy Court order states that everything must be sold.
Regardless of cost or loss, millions of dollars worth of inventory
will be sold thru 27 locations.  The Liquidation firms will be
selling at enormous discounts, right from the start.  Customers
can buy ink for their printers as well as cameras, and gadgets for
the computer fanatic.

"These electronics represent a huge inventory to sell during the
month of December.  To make the sale successful we are prepared to
deeply discount the inventory and sell everything in one month!"
says Bill Melvin Jr., CEO of Liquid Asset Partners.  "The market
is very soft and we are prepared to deeply discount everything,"
Mr. Melvin says.  "It's stacked high and we're selling it cheap.
The public won't want to miss these deals".

InkStop abruptly closed all of its 152 stores and laid off 456
employees on October 1, 2009.  According to a November 15 article
by Sasha M. Pardy posted at CoStar.com, InkStop said at that time
the closures were temporary, giving the Company time to
restructure and focus on its cash flow problems.

On November 5, 2009, InkStop Inc. filed for Chapter 7 bankruptcy.
According to The Plain Dealer in Cleveland, the Company said it
owes too much money to reopen and will instead liquidate its
assets and close for good.  InkStop had told employees it hadn't
paid their health care premiums for the past month and didn't have
the money to issue their final paychecks.

According to The Plain Dealer, the Company's board said via its
495-page Court filing that InkStop owes nearly $48.3 million to
more than a 1,000 creditors.  The Plain Dealer said board members
chipped in the $20,379.97 in fees and expenses to file for
bankruptcy.  The Plain Dealer also said InkStop owes $1.1 million
in wages, vacation pay and expense reimbursements to employees,
including $63,804.17 owed to CEO and co-founder Dirk Kettlewell.

InkStop is the subject of numerous lawsuits and legal complaints,
including 95 evictions.

Steven Davis, Esq., represents InkStop in the bankruptcy.

According to the CoStar.com article, InkStop's bankruptcy is in
stark contrast to an April 2009 Crain's article.  At that time,
Mr. Kettlewell said InkStop was benefiting from "not being
involved in the banking thing," as its growth was fueled by more
than $80 million in private equity funding from 150 investors
worldwide that expected InkStop to grow into a large chain of
2,000 to 3,000 stores.  According to Crain's, Mr. Kettlewell said
he expected InkStop to become profitable later in 2009 "for the
first time ever."

The liquidation sale is going on now at 27 selected liquidation
locations in Philadelphia, PA, Washington, DC, Cleveland, OH,
Detroit, MI, Atlanta, GA, St. Louis, MO, Dallas, TX and Denver, CO
markets. It is open to the public everyday until everything is
sold.  Hours of operation are 10 am till 7 pm Monday thru Saturday
and 12 noon to 5 pm on Sunday.  Buyers may view sale locations
online at http://www.LiquidAssetPartners.com/


JEFFREY SHOTKOSKI: Denial of Final Decree was Appropriate in Case
-----------------------------------------------------------------
WestLaw reports that in denying the Chapter 11 debtors' motion for
entry of a final decree on the basis that the estate had not been
"fully administered," the bankruptcy court neither made a clear
error of judgment nor exceeded the bounds of permissible choice,
the Eighth Circuit's Bankruptcy Appellate Panel (BAP) ruled.  Plan
payments had not yet been completed, and so the debtors had not
received their discharge.  The bankruptcy court was familiar with
the facts and circumstances of the case and was aware, in
particular, of the specific terms of the confirmed plan, which
provided for the long-term repayment of several real estate and
other loans totaling more than $1.7 million and eight classes of
impaired claims.  Whether an estate is "fully administered" falls
within the discretion of the bankruptcy judge and is to be
determined on a case-by-case basis, the BAP instructed.  In re
Shotkoski, ---B.R.----, 2009 WL 4042665 (8th Cir. BAP (S.D.)).

Jeffrey Joseph Shotkoski and Constance Lynn Shotkoski own, manage
and operate storage units and residential rental properties in
South Dakota.  Mr. and Mrs. Shotkoski filed a chapter 11 petition
(Bankr. D. S.D. Case No. 07-40755) on Dec. 28, 2007, are
represented by Clair R. Gerry, Esq. and Laura L. Kulm Ask, Esq.,
at Stuart, Gerry & Schlimgen in Sioux Falls, and estimated their
assets and debts at $1 million to $10 million at the time of the
filing.  Their amended disclosure statement was approved by the
bankruptcy court on July 2, 2008, and an order confirming plan was
entered on September 16, 2008.  When the Debtors requested entry
of a final decree in Sept. 2009, the Honorable Charles L. Nail,
Jr., denied the request, saying that Bankruptcy Rules 3020, 3021,
and 3022 do not contemplate the closing of an individual's chapter
11 case until the administration of the case -- which would
include entry of the debtor's discharge -- is complete.


JOHN NICOTHODES: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: John S. Nicothodes
        10991 Stallion Way
        Alta Loma, CA 91737

Bankruptcy Case No.: 09-39862

Chapter 11 Petition Date: December 9, 2009

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

Debtor's Counsel: Franklin C. Adams, Esq.
                  Best Best & Krieger LLP
                  3750 University Ave, Ste 400
                  Riverside, CA 92502
                  Tel: (951) 686-1450
                  Fax: (951) 686-3083
                  Email: franklin.adams@bbklaw.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 $3,118,612
and total debts of $3,952,789.

A full-text copy of Mr. Nicothodes' petition, including a list of
his 7 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-39862.pdf

The petition was signed by Mr. Nicothodes.


JOY MUKHERJI: Business as Usual Despite Chapter 11 Filing
---------------------------------------------------------
Joy Mukherji and Inderjit Kalia in October sought protection from
their creditors in U.S. Bankruptcy Court in Santa Rosa,
California, saying they owe creditors more than $10 million.

The Debtors own Days Inn on Santa Rosa Avenue, a 104-room hotel.

The property will stay open while they try to restructure their
debt, said Ms. Mukherji, according to a report by The Press
Democrat.  "It's business as usual," she said.  "We're paying all
our bills."

The filing came after business fell 40% during this year's
economic slump, according to The Press Democrat's Steve Hart.
Sonoma County hotel occupancy is down about 10% from last year,
said Ken Fischang, who heads the county's Tourism Bureau,
according to the report.

The Debtors owe $6.5 million to Heritage Bank and Summit Bank.


KRISPY KREME: KK Mexico Posts $487,000 Net Loss for Nov. 1 Qtr
--------------------------------------------------------------
Krispy Kreme Mexico, S. de R.L. de C.V. reported a net loss of
$487,000 for the fiscal third quarter ended November 1, 2009, from
a net loss of $146,000 for the quarter ended November 2, 2008.
Krispy Kreme Mexico posted a net loss of $606,000 for the nine
months ended November 1, 2009, from a net loss of $411,000 for the
nine months ended November 2, 2008.

Krispy Kreme Doughnuts Inc. has a 30% interest in Krispy Kreme
Mexico.  KKDI said in a regulatory filing KK Mexico's operating
results have been adversely affected by economic weakness in that
country.  The franchisee also has been adversely affected by a
decline in the value of the country's currency relative to the
U.S. dollar, which has made the cost of goods imported from the
U.S. more expensive, and which has increased the amount of cash
required to service the portion of the franchisee's debt that is
denominated in U.S. dollars.

KKDI said during the second quarter of fiscal 2010, management
concluded that the decline in the value of the investment was
other than temporary and, accordingly, KKDI recorded a charge of
approximately $500,000 during that period to reduce the carrying
value of the investment in KK Mexico to its estimated fair value
of $700,000.

During the nine months ended November 1, 2009, KKDI increased its
bad debt reserve related to KK Mexico by approximately $500,000,
of which approximately $120,000 and $380,000 is included in KK
Supply Chain and International Franchise direct operating
expenses, respectively; such reserve at November 1, 2009, is equal
to the Company's aggregate receivables from this franchisee.

                        About Krispy Kreme

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The company's principal business,
which began in 1937, is owning and franchising Krispy Kreme
doughnut stores where over 20 varieties of doughnuts are made,
sold and distributed and where a broad array of coffees and other
beverages are offered.

Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply
with certain financial covenants related to its indebtedness, a
portion of which matured, by its terms, in January 2009.
Kremeworks has requested that the lender waive the loan defaults
resulting from the covenant violations and refinance the maturing
indebtedness.  In the event the lender is unwilling to do so and
declares the entire indebtedness immediately due and payable, the
Company could be required to perform under its guarantee.

Krispy Kreme Doughnuts said Kremeworks could have insufficient
cash flows from its business to service the indebtedness even if
it is refinanced, which might require capital contributions to
Kremeworks by the Company and the majority owner of Kremeworks --
which has guarantees of the Kremeworks indebtedness roughly
proportionate to those of the Company -- for Kremeworks to comply
with the terms of the any new loan agreement.

                           *     *     *

As reported by the Troubled Company Reporter on September 30,
2009, Standard & Poor's Ratings Services revised its ratings
outlook on Krispy Kreme Doughnuts to stable from negative.  The
outlook revision incorporates S&P's expectation that the company
will have adequate liquidity in the near term based on S&P's
expectation of its performance in the near term, its current cash
position, and covenant cushion.  S&P affirmed the 'B-' corporate
credit rating.  While the sales pressure will continue, S&P
expects the declines to decelerate and profitability to somewhat
stabilize or, at the very least, allow the company to remain
covenant compliant in the current and next fiscal year.


KRISPY KREME: KKSF Incurs Defaults Under Credit Facilities
----------------------------------------------------------
Krispy Kreme Doughnuts Inc. disclosed in a regulatory filing that
current liabilities at November 1, 2009, include accruals for
potential payments under loan guarantees of roughly $2.6 million
related to Krispy Kreme of South Florida, LLC.  KKSF incurred
defaults with respect to certain credit agreements with its
lenders, including agreements related to KKSF indebtedness
guaranteed, in part, by the Company.

In the first quarter of fiscal 2010, KKSF completed a transaction
which resulted in KKDI's release from a lease guarantee for which
KKDI's potential obligation was approximately $5.5 million, but
which increased KKDI's guarantee of KKSF debt obligations by
approximately $1.0 million.

KKSF's unaudited revenues, operating income and net income based
upon information provided by the franchisee were $2.6 million,
$220,000, and $170,000, respectively, for the three months ended
November 1, 2009 and $8.5 million, $1.3 million and $1.1 million,
respectively, for the nine months then ended.

                        About Krispy Kreme

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The company's principal business,
which began in 1937, is owning and franchising Krispy Kreme
doughnut stores where over 20 varieties of doughnuts are made,
sold and distributed and where a broad array of coffees and other
beverages are offered.

Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply
with certain financial covenants related to its indebtedness, a
portion of which matured, by its terms, in January 2009.
Kremeworks has requested that the lender waive the loan defaults
resulting from the covenant violations and refinance the maturing
indebtedness.  In the event the lender is unwilling to do so and
declares the entire indebtedness immediately due and payable, the
Company could be required to perform under its guarantee.

Krispy Kreme Doughnuts said Kremeworks could have insufficient
cash flows from its business to service the indebtedness even if
it is refinanced, which might require capital contributions to
Kremeworks by the Company and the majority owner of Kremeworks --
which has guarantees of the Kremeworks indebtedness roughly
proportionate to those of the Company -- for Kremeworks to comply
with the terms of the any new loan agreement.

                           *     *     *

As reported by the Troubled Company Reporter on September 30,
2009, Standard & Poor's Ratings Services revised its ratings
outlook on Krispy Kreme Doughnuts to stable from negative.  The
outlook revision incorporates S&P's expectation that the company
will have adequate liquidity in the near term based on S&P's
expectation of its performance in the near term, its current cash
position, and covenant cushion.  S&P affirmed the 'B-' corporate
credit rating.  While the sales pressure will continue, S&P
expects the declines to decelerate and profitability to somewhat
stabilize or, at the very least, allow the company to remain
covenant compliant in the current and next fiscal year.


KRISPY KREME: Kremeworks Lenders Grant Covenant Waiver
------------------------------------------------------
Krispy Kreme Doughnuts Inc. has a 25% interest in Kremeworks, LLC,
whose results of operations and operating cash flow have declined
and, although Kremeworks has paid all interest, fees and scheduled
amortization of principal due under its bank indebtedness, it
failed to comply with certain financial covenants related to such
indebtedness, a portion of which matured, by its terms, in January
2009.

KKDI has guaranteed 20% of such indebtedness.  During the third
quarter of fiscal 2010, Kremeworks completed an amendment to its
debt agreement which, among other things, waived the defaults
related to the failure to comply with the financial covenants and
extended the maturity of the indebtedness until July 2010.

In connection with that amendment, KKDI and the majority owner of
Kremeworks (which also is a guarantor of the indebtedness) made
capital contributions to Kremeworks in the aggregate amount of
$500,000, the proceeds of which were used to prepay a portion of
the indebtedness.  KKDI's portion of this capital contribution was
$125,000.

The aggregate amount of Kremeworks indebtedness as of November 1,
2009, was approximately $6.9 million, of which approximately
$1.4 million is guaranteed by KKDI.  The amendment also requires
Kremeworks to make an additional prepayment of principal in the
amount of $500,000 on or before December 31, 2009, which could
necessitate additional capital contributions to Kremeworks.

KKDI has a $900,000 note receivable from Kremeworks which is
subordinate to the Kremeworks bank indebtedness.  The note arose
from cash advances made by the Company to Kremeworks in fiscal
2005 and earlier years.  During the quarter ended November 2,
2008, KKDI established a reserve equal to the entire $900,000
balance of its note receivable in recognition of the uncertainty
surrounding its ultimate collection.

Kremeworks reported a net loss of $785,000 for the fiscal third
quarter ended November 1, 2009, from a net loss of $807,000 for
the quarter ended November 2, 2008.  Kremeworks posted a net loss
of $1,832,000 for the nine months ended November 1, 2009, from a
net loss of $1,676,000 for the nine months ended November 2, 2008.

                        About Krispy Kreme

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The company's principal business,
which began in 1937, is owning and franchising Krispy Kreme
doughnut stores where over 20 varieties of doughnuts are made,
sold and distributed and where a broad array of coffees and other
beverages are offered.

Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply
with certain financial covenants related to its indebtedness, a
portion of which matured, by its terms, in January 2009.
Kremeworks has requested that the lender waive the loan defaults
resulting from the covenant violations and refinance the maturing
indebtedness.  In the event the lender is unwilling to do so and
declares the entire indebtedness immediately due and payable, the
Company could be required to perform under its guarantee.

Krispy Kreme Doughnuts said Kremeworks could have insufficient
cash flows from its business to service the indebtedness even if
it is refinanced, which might require capital contributions to
Kremeworks by the Company and the majority owner of Kremeworks --
which has guarantees of the Kremeworks indebtedness roughly
proportionate to those of the Company -- for Kremeworks to comply
with the terms of the any new loan agreement.

                           *     *     *

As reported by the Troubled Company Reporter on September 30,
2009, Standard & Poor's Ratings Services revised its ratings
outlook on Krispy Kreme Doughnuts to stable from negative.  The
outlook revision incorporates S&P's expectation that the company
will have adequate liquidity in the near term based on S&P's
expectation of its performance in the near term, its current cash
position, and covenant cushion.  S&P affirmed the 'B-' corporate
credit rating.  While the sales pressure will continue, S&P
expects the declines to decelerate and profitability to somewhat
stabilize or, at the very least, allow the company to remain
covenant compliant in the current and next fiscal year.


KRISPY KREME: Reports $2,388,000 Net Loss for Nov. 1 Quarter
------------------------------------------------------------
Krispy Kreme Doughnuts, Inc., reported lower net loss of
$2,388,000 for the fiscal third quarter ended November 1, 2009,
from a net loss of $5,885,000 for the quarter ended November 2,
2008.  Krispy Kreme recorded a net loss of $677,000 for the nine
months ended November 1, 2009, from a net loss of $3,758,000 for
the nine months ended November 2, 2008.

Revenues for the fiscal 2010 third quarter ended November 1, 2009,
were $83,600,000 from $94,338,000 for the 2008 quarter.  Revenues
were $259,750,000 for the nine months ended November 1, 2009, from
$292,216,000 for the year ago period.

At September 30, 2009, the Company had total assets of
$173,142,000, against total current liabilities of $40,430,000,
long-term debt, less current maturities of $48,128,000, deferred
income taxes of $106,000, and other long-term obligations of
$23,619,000.  At September 30, 2009, the Company had accumulated
deficit of $303,810,000 and shareholders' equity of $60,859,000.

The Company's Secured Credit Facilities are the Company's
principal source of external financing.  These facilities consist
of a term loan having an outstanding principal balance of
$48.8 million as of November 1, 2009, maturing in February 2014
and a $25 million revolving credit facility maturing in February
2013.

Effective April 15, 2009, the Company executed amendments to the
Secured Credit Facilities which, among other things, relaxed the
interest coverage ratio covenant contained therein through fiscal
2012.  In connection with the amendments, the Company prepaid
$20 million of the principal balance outstanding under the term
loan, paid fees of approximately $1.9 million, and agreed to
increase the rate of interest on outstanding loans by 200 basis
points annually.  Any future amendments or waivers could result in
additional fees or rate increases.

Based on the Company's current working capital and its operating
plans, management believes the Company will be able to comply with
the amended financial covenants and be able to meet its projected
operating, investing and financing cash requirements.

During the three months ended November 1, 2009, the Company
received $482,000 of cash proceeds from the bankruptcy estate of
Freedom Rings, LLC, a former subsidiary which filed for bankruptcy
in the third quarter of fiscal 2006.

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?4b75

                        About Krispy Kreme

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The company's principal business,
which began in 1937, is owning and franchising Krispy Kreme
doughnut stores where over 20 varieties of doughnuts are made,
sold and distributed and where a broad array of coffees and other
beverages are offered.

Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply
with certain financial covenants related to its indebtedness, a
portion of which matured, by its terms, in January 2009.
Kremeworks has requested that the lender waive the loan defaults
resulting from the covenant violations and refinance the maturing
indebtedness.  In the event the lender is unwilling to do so and
declares the entire indebtedness immediately due and payable, the
Company could be required to perform under its guarantee.

Krispy Kreme Doughnuts said Kremeworks could have insufficient
cash flows from its business to service the indebtedness even if
it is refinanced, which might require capital contributions to
Kremeworks by the Company and the majority owner of Kremeworks --
which has guarantees of the Kremeworks indebtedness roughly
proportionate to those of the Company -- for Kremeworks to comply
with the terms of the any new loan agreement.


KROPP EQUIPMENT: Wants to Access Standard Bank's Cash Collateral
----------------------------------------------------------------
Kropp Equipment, Inc., seeks authority from the Hon. J. Philip
Klingeberger of the U.S. Bankruptcy Court for the Northern
District of Indiana to use Standard Bank's $6,437,000 in cash
collateral securing their obligation to their prepetition lenders.

The Debtor owes the Bank in the approximate amount of $1,020,000.
Standard Bank asserts a blanket lien on the assets of the Debtor
including deposit accounts, accounts receivable and proceeds.  The
Debtor believes that the value of the Bank's security interest in
cash collateral is currently estimated at $240,000.

Daniel L. Freeland, Esq., at Daniel L. Freeland & Associates,
P.C., the proposed attorney for the Debtor, explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lenders a replacement lien on assets to the
Bank and each secured creditor to the full extent of the value of
that creditor's lien at the commencement of the case.  Financial
reports will be provided to the Bank and other secured creditors
herein to provide ongoing information as to the status of
operations, sales and the creation of post-petition accounts
receivable.

Banc of America Leasing & Capital, LLC (BALC) filed an objection
to the use of cash collateral.

Before the Debtor's bankruptcy filing, BALC filed a verified
complaint against the Debtor and Albert Kropp in the Northern
District Court of Illinois, due to their failure to make payment
under two promissory notes related to the purchase of certain
equipment.  On November 17, 2009, a Writ of REplevin was entered
by the district court directing the U.S. Marshal to take from the
Debtor and Albert Kropp the equipment subject to the promissory
notes as identified on Exhibit 1 of the Writ of Replevin, a copy
of which is available for free at:

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

On November 18, 2009, the Debtor confirmed that it isn't asserting
any interest in BALC's equipment and that the Debtor isn't using
the equipment.

The Debtor says that the collateral it is seeking to use includes
only collateral that Standard Bank has an undisputed first
position.

Schererville, Indiana-based Kropp Equipment, Inc., a Corporation,
operates from its manufacturing facilities in the state.  It was
formed in 1998 with home offices in Schererville, Indiana.  The
Company filed for Chapter 11 bankruptcy protection on December 2,
2009 (Bankr. N.D. Ind. Case No. 09-25196).  Daniel Freeland (EW),
Esq., and Sheila A. Ramacci (JG), Esq., who have offices in
Highland, Indiana, assist the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


KROPP EQUIPMENT: Sec. 341 Creditors Meeting Set for Jan. 8
----------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Kropp
Equipment, Inc.'s creditors on January 8, 2010, at 9:00 a.m. at1st
Floor, Suite 1700, Corner of Hohman Ave & Douglas St, Hammond, IN
46320.

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.

Schererville, Indiana-based Kropp Equipment, Inc., a Corporation,
filed for Chapter 11 bankruptcy protection on December 2, 2009
(Bankr. N.D. Ind. Case No. 09-25196).  Daniel Freeland (EW), Esq.,
and Sheila A. Ramacci (JG), Esq., who have offices in Highland,
Indiana, assist the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


KROPP EQUIPMENT: Taps Daniel L. Freeland as Bankr. Counsel
----------------------------------------------------------
Kropp Equipment, Inc., has sought the permission of the U.S.
Bankruptcy Court for the Northern District of Indiana to employ
Daniel L. Freeland & Associates, P.C., as bankruptcy counsel.

Daniel L. Freeland & Associates will, among other things:

     (a) defend various complaints and motions for relief of stay
         filed by creditors of the Debtor and protect the Debtor's
         interest in various executory contracts;

     (b) prepare necessary applications, answers, orders, reports,
         and other legal papers; and

     (c) prepare and file Plans, Disclosures and other papers.

Daniel L. Freeland & Associates will be paid based on the hourly
rates of its professionals:

       Daniel L. Freeland                     $350
       Associates                           $250-$180

Daniel L. Freeland, a shareholder in Daniel L. Freeland &
Associates, assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Schererville, Indiana-based Kropp Equipment, Inc., a Corporation,
filed for Chapter 11 bankruptcy protection on December 2, 2009
(Bankr. N.D. Ind. Case No. 09-25196).  Daniel Freeland (EW), Esq.,
and Sheila A. Ramacci (JG), Esq., who have offices in Highland,
Indiana, assist the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


LATSHAW DRILLING: Gets Final Nod to Obtain $500,000 F&M Loan
------------------------------------------------------------
The Hon Dana L. Rasure of the U.S. Bankruptcy Court for the
Northern District of Oklahoma authorized, on a final basis,
Latshaw Drilling Company, LLC to:

   -- obtain a $500,000 irrevocable secured letter of credit from
      The F&M Bank & Trust Company of Tulsa, Oklahoma; and

   -- grant a first priority lien and security interest as
      adequate protection to the lender.

The Debtors will use the loan to fulfill its workers' compensation
obligations incurred in its continued business operations and the
deposit of a like sum in an insured certificates of deposit with
the lender to secure the repayment of any funds drawn on the LC.

The Debtor related that the terms of the LC are fair and
reasonable and are supported by equivalent value and fair
consideration in order to meet the requirements of its insurer,
Zurich American Insurance Company to replace its older, more
expensive policy issued prior to the petition date. Zurich
requires a $500,000 letter of credit to secure its exposure for
the $100,000 deductible on the policy.

Tulsa, Oklahoma-based Latshaw Drilling Company LLC filed for
Chapter 11 bankruptcy protection on November 11, 2009 (Bankr. N.D.
Okla. Case No. 09-13572).  Mark A. Craige, Esq., at
MorrelSaffaCraige, PC, assists the Company in its restructuring
effort.  The Company listed $193,549,066 in assets and
$77,940,788 in liabilities in its petition.


LAZY DAYS': Prepack Plan Confirmed in Less than Five Weeks
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Lazy Days' R.V.
Center Inc. has an approved reorganization plan less than five
weeks after beginning the prepackaged Chapter 11 case.  The U.S.
Bankruptcy Court for the District of Delaware signed a
confirmation order on Dec. 8 approving the plan that was
accepted by affected creditor classes before the bankruptcy filing
on Nov. 5.

According to the report, the reorganization was hashed out with
holders of 82 percent of the $138 million in unsecured bonds that
are being exchanged under the plan for the new stock.  In addition
to the bonds, Lazy Days' has $22 million in first-lien bank debt.
The plan investors are providing $10 million in equity. In return,
they receive senior convertible preferred stock.  In addition,
they provided $65 million in financing for the reorganization that
rolls over after confirmation. Unsecured creditors are paid in
full.

                        About Lazydays

Lazydays(R) -- http://www.BetterLazydays.com/-- was founded in
1976 with two travel trailers and $500.  Today, the company's
focus on unparalleled customer service has made Lazydays the
largest single-site RV dealership in North America.

Lazy Days' was acquired by Bruckmann Rosser Sherrill & Co.
II LP in May 2004 in a $217 million transaction. The company has
one mobile home and recreational vehicle sales and service
center on 126 acres near Tampa, Florida.

Lazy Days' R.V. Center Inc. filed for Chapter 11 on November 5
(Bankr. D. Del. Case No. 09-13911).  The Company's legal advisor
is Kirkland & Ellis LLP and its financial advisor is Macquarie
Capital (USA) Inc.


LEHMAN BROTHERS: Gets Approval of Deal With LB RE Financing
-----------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors plan to
ink a series of agreements with the administrators of LB RE
Financing No. 3 Ltd. to maximize recovery from the U.K. company.

In court papers, the Debtors sought and obtained approval of Judge
James Peck of the U.S. Bankruptcy Court for the Southern District
of New York to enter into agreements with LB RE to maximize
potential recoveries from the company under a EURO 722,181,000
Class B Note due 2054.

The note was issued by Excalibur Funding No. 1 PLC, a special
purpose vehicle issuer LBHI created early last year to issue real
estate backed commercial debt.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says the proposed transaction would ensure LBHI to
"maintain certain amounts of commercial advisory control" over
the note, which is LB RE's only asset.  This would enable LBHI to
manage the note to improve recovery from LB RE and the amount
available for distribution to LB RE's creditors including LBHI,
she says.

Based on LB RE's statement of affairs, which sets out the assets
and liabilities of the company as of October 30, 2008, LBHI
expects to receive distributions of about 98% of the amounts
available for distribution by LB RE.  This represents total
claims of approximately $1.26 billion against LB RE, which is
currently in administration proceedings in England and Wales.

The proposed transaction would grant LBHI control over most of
the decisions concerning the note that would put LBHI in a
position to maximize recoveries.  It would also secure LBHI's
right to recover from LB RE amounts advanced to it with respect
to the note in priority to any other claims of creditors, and
give LBHI the right to acquire the note or LB RE's shares.

The proposed transaction is comprised of:

  (i) an advisory agreement, under which LBHI will act as the
      exclusive commercial advisor to LB RE in relation to its
      rights and obligations as registered holder of the note;

(ii) a power of attorney which LB RE has granted to LBHI so
      that LBHI can exercise its rights under the Advisory
      Agreement;

(iii) a facilities agreement requiring LBHI to provide LB RE
      with an initial loan in the amount of the euro equivalent
      of GBP1,600,000 to fund certain costs in connection with
      the administration of LB RE, and further loans to the
      company;

(iv) a letter of indemnity requiring LBHI to indemnify LB RE
      and the administrators against certain losses; and

  (v) a deed granting LBHI an option to acquire LB RE and the
      loans provided to it by LBHI under the Facilities
      Agreement as well as an option to acquire the note.

Copies of the documents executed in connection with the proposed
transaction are available for free at:

     http://bankrupt.com/misc/LehmanAdvisoryAgreement.pdf
     http://bankrupt.com/misc/LehmanPowerofAtty.pdf
     http://bankrupt.com/misc/LehmanFacilitiesAgreement.pdf
     http://bankrupt.com/misc/LehmanIndemnityLetter.pdf
     http://bankrupt.com/misc/LehmanOptionDeed.pdf

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Gets Nod to Transfer Assets of 2 Trust Companies
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
approval of the U.S. Bankruptcy Court for the Southern District
of New York to execute an agreement that would authorize the
transfer of assets of LBHI's trust companies.

The agreement known as the Assignment and Assumption Agreement
authorizes Lehman Brothers Trust Company of Delaware and Lehman
Brothers Trust Company N.A. to transfer some of their assets and
obligations to the new trust companies formed by Neuberger Berman
Group LLC.

"The transactions contemplated in the agreement are beneficial to
the Debtors because the profitability of the [Lehman trust
companies] going forward is likely to be immaterial to the
estate," says the Debtors' attorney, Alfredo Perez, Esq., at Weil
Gotshal & Manges LLP, in Houston, Texas.  He adds that the deal
would also allow the Lehman trust companies to transfer and be
relieved of some of their liabilities and to retain more assets
than they would in a wind-down or liquidation.

The Lehman trust companies were originally formed by Neuberger
Berman Inc. and were bought by LBHI as part of its acquisition of
Neuberger Berman Inc. in 2003.  LBHI did not include the Lehman
trust companies when it sold its investment management unit to
Neuberger Berman Group early this year.

Under the deal, Neuberger Berman Group requires LBHI to guarantee
the Lehman trust companies' obligations and indemnify Neuberger
Berman Group against certain liabilities.  Neuberger Berman Group
also requires LBHI to seek a court order providing that any
amounts due from LBHI under the Assignment and Assumption
Agreement are entitled to administrative priority over all other
claims.

According to Mr. Perez, LBHI would benefit from the deal since
regulatory restrictions on the Lehman trust companies' capital
would be lifted upon consummation of the deal.

Mr. Perez points out that the trust companies would be able to
dividend retained net assets to their parent company, Lehman
Brothers Bancorp Inc., another subsidiary of LBHI.  Bancorp, in
turn, would be able to use the additional capital to satisfy its
current and future obligations including those related to its two
wholly-owned subsidiaries, Woodlands Commercial Bank and Aurora
Bank FSB, he says.

"To the extent Bancorp has additional assets at its disposal, it
will require less inter-company funding from LBHI," Mr. Perez
points out.

Neuberger Berman Group's ownership of the Lehman trust companies
would also be beneficial to LBHI and its units since they
collectively own 49% of the common equity and 93% of the
preferred equity in Neuberger Berman Group as a result of the
sale of the investment management division, according to Mr.
Perez.

"Neuberger Berman Group's ultimate ownership of the trust
companies is expected to enable Neuberger Berman Group to
generate increased revenues and profits," Mr. Perez says.

A full-text copy of the Assignment and Assumption Agreement is
available for free at:

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

The Court will hold a hearing on November 18, 2009, to consider
approval of the Debtors' request.  Creditors and other concerned
parties have until November 13, 2009, to file their objections.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Chubb Allowed to Pay Litigation Costs
------------------------------------------------------
At the behest of Lehman Brothers Holdings Inc. and its affiliated
debtors, the U.S. Bankruptcy Court for the Southern District of
New York lifted the automatic stay to allow Federal Insurance
Company (Chubb) to pay litigation costs that are covered under the
company's insurance policy.

Chubb covers loss including defense costs and expenses for claims
made against the Debtors' directors, officers or employees during
the period May 16, 2007 to May 16, 2008.  The company's insurance
policy provides up to $15 million in coverage.

The Debtors' personnel are currently facing various legal cases,
which include securities actions filed in both federal and state
courts for wrongful acts allegedly committed by the personnel in
connection with the securities issued by LBHI.  The Debtors'
personnel are also facing investigations commenced by the U.S.
Department of Justice, the Securities and Exchange Commission,
and the New Jersey Bureau of Securities to find out what caused
the demise of the Debtors.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says the payment would ensure the personnel's continued access to
funding of additional defense cost in case the $20 million
provided under the insurance policy issued by their primary
insurer is exhausted.

XL Specialty Insurance Company, the Debtors' primary insurer,
issued directors and officers liability insurance policy that
provides up to $20 million in coverage.  The Debtors, however,
anticipate that the $20 million of primary coverage would be
exhausted by December 2009 or in early 2010 given the current
state of the legal proceedings.

"Confirming [Chubb's]) ability to pay such defense costs and fees
is in the best interests of the Debtors' estates and creditors
because, inter alia, it will avoid the possible collateral
estoppel effect on the Debtors that could result if the
individuals' inability to defend themselves were to give rise to
judgments and findings that impacted direct claims against the
Debtors," Mr. Krasnow says.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Gets Nod to Set Process to Restructure Loan Terms
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
approval of the U.S. Bankruptcy Court for the Southern District
of New York to implement a process governing their real estate
loan transactions.

These transactions include (i) restructuring the terms of, (ii)
making new or additional debt and equity investments in, and
(iii) entering into settlements and compromises in connection
with existing commercial mortgage loans and other loans either
owned by the Debtors or in which the Debtors have debt, equity
investment or other interest, in each case directly or indirectly
in or secured by real property or interests.

The Debtors propose these procedures:

  (1) The Debtors may enter into and consummate a Restructuring
      or Settlement that involves a Real Estate Investment
      having an aggregate Mark-to-Market Carrying Value of up to
      and including $10 million without further order of the
      Court or notice to or approval of any party.

  (2) The Debtors may enter into and consummate Real Estate Loan
      Transactions that involve a Real Estate Investment
      having an aggregate Mark-to-Market Carrying Value of
      greater than $10 million but less than or equal to
      $25 million, or the Debtors making a New Investment in an
      amount up to $5 million without further order of the Court
      or approval of or notice to any other party; provided the
      Debtors serve notice to the Official Committee of
      Unsecured Creditors of those Real Estate Loan Transactions
      as soon as practicable but in no event later than promptly
      following the closing of the transactions.

  (3) If a Real Estate Loan Transaction involves

      (i) a Real Estate Investment having an aggregate Mark-to-
          Market Carrying Value greater than $25 million but
          less than or equal to $100 million;

     (ii) the Debtors making a New Investment in an amount
          greater than $5 million but less than or equal to
          $25 million;

    (iii) a Restructuring of the Debtors' debt or equity
          position in a Real Estate Investment or a Settlement
          resulting in a reduction in the aggregate value of the
          Real Estate Investment to a value that is less than
          50% of the aggregate Mark-to-Market Carrying Value of
          the Real Estate Investment; and

     (iv) any party to the Real Estate Loan Transaction being
          either a person employed by the Debtors at any time on
          or after September 15, 2007, or an entity unaffiliated
          with the Debtors for which a person employed by the
          Debtors at any time on or after September 15, 2007, is
          materially involved in the negotiations of the Real
          Estate Loan Transaction,

      the Debtors will provide to the Creditors' Committee a
      summary of the proposed Real Estate Loan Transaction
      identifying the terms of the proposed Real Estate Loan
      Transaction.  The Creditors' Committee will be required to
      submit any objections to a Real Estate Loan Transaction
      identified in a Real Estate Loan Transaction Summary so as
      to be received by the Debtors on or before 10 days after
      service of the summary; provided that if the Creditors
      Committee requests additional information regarding a
      transaction, its objection period will be suspended until
      the requested information is provided.

      If the Debtors and the Creditors' Committee are unable to
      consensually resolve the objection, the Debtors may file a
      motion seeking approval of the Real Estate Loan
      Transaction.  If the Creditors' Committee does not timely
      object to a Real Estate Loan Transaction, or the Debtors
      and the Creditors' Committee resolve a timely objection,
      the Debtors may proceed with the transaction without
      further order of the Court or notice to or approval of any
      party.

  (4) The Debtors will be required to file a motion with the
      Court seeking approval of any Real Estate Loan Transaction
      that involves (i) a Real Estate Investment having an
      aggregate Mark-to-Market Carrying Value greater than
      $100 million, and (ii) the Debtors making a New Investment
      in an amount greater than $25 million.

  (5) The Debtors may enter into and consummate any Real Estate
      Loan Transaction that involves a Real Estate Investment
      having an aggregate Mark-to-Market Carrying Value of
      greater than $25 million without further order of the
      Court or notice to or approval of any party, if the
      transaction involves only (i) a non-material amendment to
      or modification of a Real Estate Investment, as determined
      by the Debtors after consultation with the Creditors
      Committee, and (ii) the Debtors making a New Investment in
      an amount not greater than $5 million; provided the
      Debtors will serve notice to the Creditors Committee of
      that transaction as soon as practicable but in no event
      later than promptly following the closing of the
      transaction.

  (6) Real Estate Investments managed by the Debtors that are
      cross-collateralized or cross-defaulted with each other
      will be aggregated for purposes of applying the thresholds
      to Real Estate Loan Transactions.

  (7) The Debtors ability to carry out the actions pursuant to
      the procedures will not override any notice, consent or
      other rights that any third parties may have pursuant to
      agreements with the Debtors.

As part of the proposed procedures, the Debtors will file in
Court, beginning not later than 105 days after entry of an order
approving the procedures, a quarterly report of all Real Estate
Loan Transactions entered into by the Debtors during the prior
three months.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBSF Has Nod to Sell Swap Stake to Goldman
-----------------------------------------------------------
Lehman Brothers Special Financing Inc. won authority from the
U.S. Bankruptcy Court for the Southern District of New York to
sell its stake in a swap agreement known as 1992 ISDA Master
Agreement with Structured Asset Receivable Trust Series 2005-1
for $7.03 million to Goldman Sachs Bank USA or its affiliate,
Goldman Sachs Mitsui Marine Derivative Products L.P.

The ISDA agreement dated December 15, 2004, allowed LBSF and the
Trust to enter into an interest rate swap transaction, which is
set to expire on January 21, 2015.  Lehman Brothers Holdings Inc.
serves as credit support provider for LBSF under the agreement.

As of October 21, 2009, LBSF owes $127,041 to Structured Asset
Receivable Trust while the trust owes $5,211,270 plus interest to
LBSF.

Under its deal with Goldman, LBSF agreed to assume, assign and
transfer to Goldman all of its interest in the swap agreement in
return for payment of $7.03 million, subject to adjustments to be
agreed upon by the companies.  Upon assumption of the swap
agreement but immediately prior to assignment, Structured Asset
Receivable Trust is required to pay $5,084,229 plus interest to
LBSF.  Meanwhile, LBHI's obligations under the swap agreement
will not be assumed by Goldman.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wants to Compel Norton Gold to Honor Contract
--------------------------------------------------------------
Lehman Brothers Commercial Corp. asks the Court to compel Norton
Gold Fields Ltd. to perform its obligations under a swap
agreement.

LBCC made the move following Norton Gold's refusal to pay LBCC
more than $18 million as required under the agreement.

Norton Gold allegedly refused to make the payment on grounds that
LBCC defaulted under the agreement when it filed for bankruptcy
protection, giving the Australian company the right to stop
issuing payments.  It also accused LBCC of not issuing
confirmation, which specifies the payment to be made by the
Australian company, since September 12, 2008.

Although Norton Gold has the right to terminate the swap
agreement, it reportedly did not do so because it would be
required to make "significant termination payment" to LBCC,
according to LBCC's attorney, Jayant Tambe, Esq., at Jones Day,
in New York.

Norton Gold, however, continues to observe the other terms of the
agreement except its obligation to pay the $18 million, the
lawyer claims in court papers.

"Norton's failure to make the payments due and owing to LBCC is
an impermissible exercise of control over property of the
estate," Mr. Tambe says, adding that it was a violation of the
automatic stay.

A hearing to consider approval of LBCC's request is scheduled for
December 16, 2009.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Court OKs Barclays Deal on Transfer of PIM Assets
------------------------------------------------------------------
James W. Giddens, the Trustee for the Liquidation of Lehman
Brothers Inc., the broker-dealer of Lehman Brothers, said on
December 10 the U.S. Bankruptcy Court has approved a settlement
agreement with Barclays to finalize the transfer of Private
Investment Management assets to former LBI customers.

This milestone brings to a successful conclusion the Account
Transfer phase of the Securities Investor Protection Act
liquidation of LBI, Mr. Giddens said in a statement.  Since the
demise of Lehman in September 2008, the Trustee has overseen the
successful transfer of 110,000 accounts containing more than $92
billion in customer assets to Barclays, Neuberger Berman, and
other SIPC member broker dealers.  Overall the Trustee is
administering more than $110 billion in the liquidation of LBI,
the largest broker-dealer ever to fail.  The Trustee's transfers
of accounts allowed customers to continue trading within days of
LBI's filing, maintaining liquidity and investor confidence
through a tumultuous time in the nation's markets.

The PIM conversion of accounts -- effected in accordance with
court orders, provisions of the SIPA statute, and regulatory
intent -- was the only remaining aspect of the Account Transfers
not yet fully complete. The Securities Investor Protection Corp.,
the U.S. Securities and Exchange Commission and the Federal
Reserve Bank of New York all supported the Trustee's motion and
the Account Transfer process, and with today's ruling their and
the Trustee's goal of customer protection has in fact been
achieved.

The Trustee is acting pursuant to his principal duty to return
property to public customers while at the same time maximizing the
estate for all creditors. This settlement does not affect the
Trustee's separate, pending claims against Barclays in the Rule
60(b) motion and adversary proceedings, requesting the Court rule
that billions of dollars of disputed assets that Barclays is
claiming remain the property of the LBI estate. The transfer of
these assets would create an unfair windfall for Barclays at the
expense of public customers.

The Trustee continues to work through an enormous workload to
resolve claims not covered by the Account Transfers in a fair,
transparent and orderly process. The Trustee has determined more
than 85% of asserted public customer claims filed by the June 1,
2009 deadline, and has made substantial progress in reconciling
large, omnibus claims asserted by LBHI, LBIE and others.

                       About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LENNY DYKSTRA: Patrizzi & Co. to Auction Off Watch and Trophies
---------------------------------------------------------------
According to an article in The Wall Street Journal's Bankruptcy
Beat, Patrizzi & Co. is auctioning Lenny Dykstra's designer watch
and two trophies from his baseball glory days during an event it
calls "Exceptional Watchmaking Masterpieces -- An Exclusive
Collection of Remarkable Timepieces," according to a catalogue.

The article notes Mr. Dykstra lost control of his bankruptcy case
in September after Bankruptcy Judge Geraldine Mund ruled that he
could no longer administer his own finances.  A trustee was
appointed to steer the proceedings back on course and generate
cash for creditors by selling off Mr. Dykstra's personal
belongings and real estate piece by piece.

According to the article, Mr. Dykstra's assets for auction
include:

     -- a Patek Phillippe watch made of 18 karat gold, which
        Patrizzi estimates to be worth between $28,000 and
        $35,000;

     -- Mr. Dykstra's 1986 World Series championship trophy and
        Plaque, estimated to be worth $18,000 to $25,000.;

     -- Mr. Dykstra's "silver slugger" and "player of the week"
        awards, which he received in 1993 and 1990 respectively,
        estimated to be worth $12,000 to $16,000.

Westlake Village, California-based Lenny Dykstra is a former Major
League Baseball All-Star.  He was center fielder for the New York
Mets and Philadelphia Phillies.  He filed for Chapter 11
bankruptcy protection on July 7, 2009 (Bankr. C.D. Calif. Case No.
09-18409).  M Jonathan Hayes, Esq., at the Law Office of M
Jonathan Hayes, in Northridge, California, assists the Debtor in
his restructuring effort.  The Debtor listed up to $50,000 in
assets and $10,000,001 to $50,000,000 in debts.


LEXINGTON PRECISION: Hearing Set on Rival Plans' Disclosure Docs
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
will convene a hearing on January 11 to consider approval of the
disclosure statements explaining three competing reorganization
proposals.  In addition to the Company's plan, the creditors'
committee and the secured lenders each filed their own.  The
parties have been fighting over whether the business is worth
enough so value should be left for shareholders.

                   About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- and its wholly-owned
subsidiary Lexington Rubber Group, Inc. conduct their operations
through two operating groups, the Rubber Group and the Metals
Group.  The business of the Rubber Group is conducted by LRGI
while the business of the Metals Group is conducted by LPC.

The Rubber Group is a manufacturer of tight-tolerance, molder
rubber componets that are sold to customers who supply the
automotive aftermarket, to customers who supply the automotive
original-equipment manufacturers ("OEMs"), and to manufacturers of
medical devices.  The Metals Group manufactures a variety of high-
volume components that are machined from aluminum, brass, steel,
and stainless steel bars and blanks.  The components produced by
the Metals Group include airbag inflator components, solenoids for
transmissions, fluid handling couplings, hydraulic valve blocks,
power steering components, and wiper-system components, primarily
for use by the automotive OEMs.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.


LODGENET INTERACTIVE: Reaffirms Fourth Quarter 2009 Guidance
------------------------------------------------------------
LodgeNet Interactive Corporation's Chairman and CEO Scott C.
Petersen was slated to participate in UBS' Global Media and
Communications Conference December 9, 2009, in New York.

Mr. Petersen was to discuss the Company's strategy, its success in
proactively managing its business during the evolving economic
conditions of 2009, and progress on its strategic initiatives to
diversify revenue and drive free cash flow.  During the
presentation, Mr. Petersen was to reaffirm the Company's fiscal
guidance for the fourth quarter 2009, which was originally
provided on October 21, 2009.

Some highlights of LodgeNet's recent strategic achievements
include:

     -- Revenue Diversification: Revenue generated by sources
        other than guest entertainment purchases increased 15%
        during the first nine months of 2009 as compared to the
        same period in 2008 and now represents 40% of total
        revenue.

     -- Proactive Management: Given the economic environment,
        LodgeNet reduced its operating expenses by 25% and its
        capital expenditures by 70% during the first nine months
        2009.  As a result of this management approach, the
        Company increased its cash flow by four fold during the
        first 9 months of 2009, from $9.9 million in 2008 to
        $46.3 million in 2009.

     -- Debt Reduction: During the first nine months of 2009,
        LodgeNet reduced its debt by more than 15%, or
        $92 million.

     -- Innovative Product Arrangements: LodgeNet reduced its
        level of capital investment per interactive room by an
        average of 20% between new and renewal rooms in 2009, and
        further capital reductions representing a $50-$75, or
        20%-25% savings per average system installation are
        anticipated through the innovative arrangements LodgeNet
        recently announced with LG Electronics and Philips, the
        two leading TV manufacturers for the hospitality market.
        The two electronics firms are now licensed to integrate
        LodgeNet's patented b-LAN communications technology
        directly into their televisions during assembly, creating
        out-of-the-box "LodgeNet ready" sets.

     -- Healthcare: LodgeNet's Healthcare division increased its
        facilities under contract in 2009 by 30% to more than 55
        facilities nationwide.  Recently, the division signed
        agreements with several award-winning hospitals and made
        inroads into the children's hospital segment, with
        Children's Hospitals and Clinics of Minnesota joining
        Morgan Stanley and Children's Pittsburgh, as well as the
        new Sanford Children's Hospital on LodgeNet's roster of
        well-known pediatric facilities.  LodgeNet Healthcare has
        also been selected to address the needs of government
        armed forces facilities at the Veterans Administration
        hospital in Washington DC, and Naval hospitals in
        Jacksonville and Pensacola, Florida.

     -- The Hotel Networks: THN continues its emergence as an
        innovative programmer through the introduction of two
        additional content offerings. Starting in Jan 2010, the
        English-speaking RT World News Channel will be distributed
        through THN's private satellite network in over 800 major
        hotels. In early spring of 2010, Fashion TV "Jet Set
        Edition" will launch in select upscale hotels throughout
        the country. This customized channel will be produced with
        cooperation of FTV, the world's leader in Fashion
        programming, and will be carried on THN's Interactive
        channels.

A copy of the presentation slides is available at no charge at:

               http://ResearchArchives.com/t/s?4b7f

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

As of September 30, 2009, LodgeNet had $541.5 million in total
assets against $610.5 million in total liabilities, resulting in
$68.9 million in stockholders' deficiency.

                           *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Moody's affirmed LodgeNet's B3 corporate family rating, Caa1
probability of default rating and SGL-4 speculative grade
liquidity rating (indicating poor liquidity).  The rating
continues to be influenced primarily by liquidity matters stemming
from the company's very limited financial covenant compliance
cushion.


LOUISIANA FILM: Faces Trustee's Chapter 7 Liquidation Plea
----------------------------------------------------------
The Associated Press reports that Gerald Schiff, trustee to
Louisiana Film Studios LLC, is asking the Bankruptcy Court to
convert the Chapter 11 case of the former movie studio to Chapter
7 liquidation, arguing that the company is unlikely to achieve a
successful Chapter 11 reorganization because it has no cash,
employees and source of income.  A hearing is set for Dec. 29,
2009, to consider the trustee's request.

Louisiana Film Studios, LLC, was a movie studio based in Harahan,
Louisiana.

The AP recounts that fifteen current and former team members paid
the money to Louisiana Film late in 2008 for what they thought
would be state movie industry tax credits returning $1.33 for each
dollar invested.  State officials said the studio never applied
for the credits and the money has not been returned.

A group of the credit buyers that include 47 Construction, LLC, et
al., filed a petition to put the Company into Chapter 11
protection on July 23, 2009 (Bankr. E.D. La. Case No. 09-12232).


LYONDELL CHEMICAL: Akzo Nobel Wants to File Counterclaims
---------------------------------------------------------
Akzo Nobel Paints LLC asks the Court to lift the automatic stay
to serve counterclaims on Debtor Millenium Holdings LLC in the
pending New York Supreme Court action "Millenium Holdings LLC v.
The Glidden Company n/k/a Akzo Nobel Paints LLC," Index No.
600920/08 (New York County, Part 54), relating to certain
contractual indemnification obligations owed by the Debtor to
Akzo Nobel.

The State Court Action arises out of agreements pursuant to which
Millenium Holdings sold its paint business to Akzo Nobel.
Millenium Holdings has sued Akzo Nobel in the State Court Action,
contending that the parties' agreements obligate Akzo Nobel to
indemnify the Debtor against certain liabilities and expenses,
Maura K. Monaghan, Esq., at Debevoise & Plimpton LLP, in New
York, relates.

In a Purchase Agreement dated August 14, 1986, Hanson Trust PLC
and HSCM-20, Inc., transferred their paints -- but not their
pigments -- business to Imperial Chemical Industries PLC and ICI
American Holdings, Inc.  In 2000, the 1986 Purchase Agreement was
novated to transfer all rights and obligations belonging to
Hanson Trust and HSCM-20 under the contract to Millenium Holdings
-- then known as Millenium Holdings Inc. -- and all rights and
obligations of Imperial Chemical and ICI to The Glidden Company,
according to Ms. Monaghan.

Under the Purchase Agreement, Millenium Holdings and Akzo Nobel
agreed to cross-indemnify each other for percentages of certain
environmental, product safety, liability, and warranty claims.

On December 13, 2000, Millenium Holdings, Akzo Nobel, among
others, entered into a settlement agreement to resolve certain
disputes arising between them concerning the interpretation and
application of certain provisions of the Purchase Agreement.

As part of the settlement, the parties executed a Novation
Agreement, by which they agreed to novate and amend certain
provisions of the Purchase Agreement, creating an Amended
Purchase Agreement, Ms. Monaghan relates.  The parties also
agreed to amend the Purchase Agreement with respect to
environmental indemnity obligations, by identifying sites for
which each party was responsible.

According to Ms. Monaghan, since the execution of the Purchase
Agreement, there has been extensive litigation against Millenium
Holdings or Akzo Nobel, or both, alleging personal injury,
property damage, and public nuisance resulting from the presence
of lead pigment or lead paint from old paint in poorly maintained
residential housing.  The parties have engaged in the required
cleanup of various environmental sites.

Akzo Nobel wishes to file two types of defenses and counterclaims
against Millenium Holdings in the State Court Action:

  (1) Akzo Nobel seeks to recover any amounts due to it from the
      Debtor for expenses and liabilities associated with the
      paints or pigments, or both business pursuant to
      indemnity provisions of the 1986 Purchase Agreement.

  (2) Akzo Nobel seeks to recover from the Debtor any amounts
      due under the indemnity provisions for clean-up of
      environmental sites in the 1986 Purchase Agreement, as
      amended by the Settlement Agreement.

Each of the claims is based on a right of recoupment and acts as
a reduction to the amounts claimed by Millenium Holdings, Ms.
Monaghan says.  She notes that under New York law, recoupment is
the reduction of a monetary claim "through a process whereby
cross demands arising out of the same transaction are allowed to
compensate one another and the balances only to be recovered."

Alternatively, Akzo Nobel's counterclaims qualify as rights of
set-off, which "allows entities that owe each other money to
apply their mutual debts against each other, thereby avoiding the
absurdity of making A pay B when B owes A," Ms. Monaghan tells
the Court.

She states that Akzo Nobel's recoupment defense is not subject to
the automatic stay.

However, Section 362(a)(7) of the Bankruptcy Code provides that
the automatic stay bars "the setoff of any debt owing to the
debtor that arose before the commencement of the case under this
title against any claim against the debtor."  In an abundance of
caution, Akzo Nobel wishes to obtain relief from the automatic
stay before asserting a set-off defense in the State Court
Action.

In addition, the same claims that are asserted as recoupment
defenses may entitle Akzo Nobel to affirmative recoveries to the
extent that its claims exceed any amounts that it owes to
Millenium Holdings.  Akzo Nobel wishes to obtain relief from the
automatic stay to assert its rights to the affirmative recoveries
in the State Court Action.  Akzo Nobel only seeks permission to
litigate its rights in the State Court Action, and agrees that
the actual enforcement and collection of an affirmative judgment
against Millenium Holdings, if one is entered, in the absence of
a further relief from the stay, would be subject to further
proceedings and rulings of the Court, Ms. Monaghan assures the
Court.

                      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)


LYONDELL CHEMICAL: Begins Filing Omnibus Claims Objections
----------------------------------------------------------
Lyondell Chemical Company and its units have begun filing omnibus
objections to claims in their Chapter 11 cases.

In their first omnibus claims objection, the Debtors sought and
obtained the Court's approval to disallow and expunge 100 claims,
aggregating $194,770,625, that are duplicative of certain claims.
The corresponding "Surviving Claims" will remain on the claims
register in the same priority as filed.  The Surviving Claims are
neither allowed nor disallowed at this time, subject to any future
objection on any basis.

In their second omnibus claims objection, the Debtors sought and
obtained the Court's approval to disallow and expunge 100 claims,
aggregating $2,271,617, that are duplicative of certain claims.

In the third omnibus claims objection, the Debtors sought and
obtained the Court's authority to disallow and expunge 100 claims,
aggregating $301,199, that are duplicative of certain claims.

LYONDELL BANKRUPTCY NEWS provides definitive coverage of the
omnibus claims objections, the responses to those objections, and
the orders entered by the Court in connection with the objections.

                      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)


LYONDELL CHEMICAL: Has Nod to Hire SEG as Accounting Consultant
---------------------------------------------------------------
Lyondell Chemical Co. and its units obtained the Court's authority
to employ SolomonEdwardsGroup, LLC, as their accounting
consultant, nunc pro tunc to July 31, 2009.

SEG will assist with the Debtors' adoption of "fresh-start"
accounting in their Chapter 11 cases.  In anticipation of their
emergence from Chapter 11, the Debtors have concluded that they
need assistance with the Fresh Start Accounting Project because
they lack the in-house resources to undertake these tasks.  The
Debtors' other retained financial professionals generally are not
able, and have not been retained, to provide Fresh Start
Accounting services, Gerald A. O'Brien, vice president of the
Debtors, relates.

SEG employees will perform the normal daily procedures of certain
Debtors' accounting employees who have been selected to dedicate
their time to the Fresh Start Accounting Project.  SEG employees
will perform these daily functions until the Debtors' employees
complete their temporary assignment on the Fresh Start Accounting
Project, according to Mr. O'Brien.

The Services that SEG will provide are different from those
provided by PricewaterhouseCoopers, in that SEG will supply
employees to work for and with the Debtors' employees, whereas
PricewaterhouseCoopers will produce and deliver the actual work
product associated with the Fresh Start Accounting Project, Mr.
O'Brien assures the Court.  He adds that SEG will seek to
coordinate any services performed at the Debtors' request with
the Debtors' other professionals, as appropriate, to avoid
duplication of effort.

The Debtors SEG will pay the firm on an hourly basis, which will
be reimbursed for any direct expenses incurred in connection with
its retention in the Debtors' Chapter 11 cases and the
performance of the Services.  The current hourly rates of the
individuals expected to comprise SEG's team are:

   Project manager (Margaret Stribling)                  $275
   Senior accounting manager, Backfill (Daiquiri Lucas)  $175
   Accounting policy, Backfill (Tariq Zia)               $175
   Accounting lead, Backfill (Ken Hedrick)               $145
   Contract & claims review manager (Patrick Denetsosie) $125
   Contract & claims Sr. consultant (Ellen Livingston)    $95
   Cash flow forecast lead (Aaron Tackett)                $95
   Technical advisors, if needed (Tom Burns/             $250
     Wayne Wetterlund)

Mr. O'Brien notes that SEG has requested payment of $250,000 as a
retainer for future services to be performed, payable upon Court
approval of the Application.  The amount represents approximately
25% of the anticipated revenues to be generated through this
engagement.

If the Debtors hire any full time salaried SEG employee during
the term of the agreement, the Debtors have agreed to pay a
hiring fee of 30% of the employee's annual compensation subject
to the payment terms and conditions provided in the statement of
work and master agreement dated July 31, 2009, between SEG and
the Debtors -- Audit Services Agreement, according to Mr.
O'Brien.

If the Debtors hire an hourly or interim SEG employee during the
term of the Audit Services Agreement, a pro-rated permanent
placement conversion charge will be incurred.  The conversion fee
is computed on the agreed annual starting salary offered by the
Debtors to the interim SEG employee, Mr. O'Brien says.

Candace Caley, a managing director at SEG, tells the Court that
the firm is not providing and will not provide services to any
individuals or entities that are present or recent former clients
of SEG that are adverse to the Debtors or related to issues
connected to the Debtors' bankruptcy.  SEG is not providing and
will not provide services to the Debtors that would be adverse to
any of those entities, she adds.

However, SEG has provided and likely will continue to provide
services unrelated to the Debtors' Chapter 11 cases for those
entities.  SEG's assistance to these entities has been primarily
related to auditing, tax, or other consulting services, Ms. Caley
says.

She assures the Court that no services have been provided to
these creditors or other parties-in-interest, which could impact
their rights in the Debtors' cases, nor does the firm's
involvement in these cases compromise its ability to continue its
auditing, tax, or consulting services.

SEG is a disinterested person as the term is defined in Section
101(14) of the Bankruptcy Code, Ms. Caley attests.


LYONDELL CHEMICAL: Review of Reclamation Issues Bifurcated
----------------------------------------------------------
Pursuant to Section 105 of the Bankruptcy Code and Rules 7042 and
9014 of the Federal Rules of Bankruptcy Procedure, Lyondell
Chemical Company and certain of its debtor-subsidiaries and
affiliates sought an obtained from the Court, with respect to
certain remaining unresolved reclamation claims against the
Debtors, an order bifurcating the Court's consideration of:

   (i) certain legal defenses to reclamation claims based on the
       existence of prior liens on the goods sought to be
       reclaimed -- Prior Lien Defense; and

  (ii) all other aspects of the asserted reclamation claims and
       the Debtors' defenses to those claims.

The Debtors also ask the Court to establish a briefing schedule
governing the consolidated litigation of the Prior Lien Defense,
and, if necessary after the Court's determination regarding the
Prior Lien Defense, set a date or dates for one or more
conferences regarding the litigation of the remaining reclamation
claims.

The Debtors believe that the Prior Lien Defense will provide a
complete defense to all or substantially all of the outstanding
reclamation claims.  The proposed bifurcated structure will
promote an efficient and fair resolution of the reclamation
claims, according to Christopher R. Mirick, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York.

On January 26, 2009, approximately 100 parties asserted demands
for the return of goods delivered to the Debtors within 45 days
before the Petition Date.  Although there were 79 original
Debtors in the Chapter 11 cases, Reclamation Claims were only
asserted against Basell USA Inc., Basell North America Inc.,
Equistar Chemicals, LP, Houston Refining LP, Lyondell Chemical
Company, Millenium Chemicals Inc., Millenium Petrochemicals Inc.,
Millenium Specialty Chemicals Inc., and LyondellBasell Advanced
Polyolefins USA Inc., Mr. Mirick relates.

The Court's February 26, 2009 Order established certain
procedures as the sole and exclusive method for the resolution of
the Reclamation Claims.  Pursuant to the Reclamation Order, no
later than 120 days after the Petition Date, the Debtors were
required to file a notice listing the Reclamation Claims and the
amount, if any, that the Debtors determined to be valid for each
claim, Mr. Mirick notes.

The Debtors filed the Reclamation Notice with the Court on May 6,
2009, valuing the vast majority of Reclamation Claims at zero.

Approximately 50 Reclamation Claimants objected to the
Reclamation Notice and to the Debtors' determination of the
amount and validity of their claims.  Subsequently, the Debtors
have contacted each of the Objecting Claimants to resolve the
objections.  As of July 15, 2009, 11 of these Objections were
resolved.  Several additional parties have advised the Debtors of
their intent to withdraw their objections, according to Mr.
Mirick.

The Reclamation Claims of 49 of the Non-Objecting Claimants,
identified in the Reclamation Notice as holding claims valued at
zero, are deemed disallowed.

As set forth in the Reclamation Notice, the Debtors reserved the
right to assert a different amount with respect to the
Reclamation Claims valued at other than zero after concluding
further evaluation of the claims.  The Debtors have since
determined that, without exception, all Reclamation Claims are
subordinate to the prior rights of a security interest in the
applicable goods or proceeds, and are, therefore, valueless, Mr.
Mirick says.

           Proposed Procedures and Briefing Schedule

According to Mr. Mirick, the proposed procedures and briefing
schedule are intended to address only the validity and extent of
the Reclamation Claims.  The Debtors seek no finding that the
Reclamation Claimants are not entitled to a different claim for
the value of the goods delivered during the 45-day reclamation
period, whether under Section 503(b)(9) of the Bankruptcy Code,
as an unsecured claim or otherwise.

The rights of all Reclamation Claimants to assert other claims
with respect to the goods they sought to reclaim, and the right
of the Debtors to object to any claims asserted, are reserved.

The Debtors submit that it is appropriate to bifurcate the
consideration of issues relating to the Prior Lien Defense from
any other issues raised by Reclamation Claimants -- Non Prior
Lien Reclamation Issues.  The Prior Lien Defense is a common
legal defense applicable to all of the Reclamation Claims and
presents a threshold issue as to the validity of each Reclamation
Claim.

If the Court determines that the Prior Lien Defense is
applicable, further litigation of the Non Prior Lien Reclamation
Issues will be unnecessary because a ruling in favor of the
Debtors would render all of the Reclamation Claims valueless,
according to Mr. Mirick.

The applicability of the Prior Lien Defense can be resolved
through legal briefs and a single hearing, potentially preserving
the resources of the Debtors, the Reclamation Claimants, and the
Court, while obviating the need for heavily fact-intensive
litigation of the Non Prior Lien Reclamation Issues, Mr. Mirick
says.

The Debtors request that any and all litigation, including
discovery, related to the Non Prior Lien Reclamation Issues be
stayed and postponed until after the Court has ruled on the
applicability of the Debtors' Prior Lien Defense.  If further
judicial development of the Non Prior Lien Reclamation Issues is
warranted, appropriate scheduling orders can be entered at that
time.

The Debtors propose that this briefing schedule be established
for the litigation of the Prior Lien Defense:

    * The Debtors' initial brief in support of the Prior Lien
      Defense will be filed with the Court and served on all
      necessary parties no later than 30 days after entry of the
      order, at 5:00 p.m., Eastern Time.

    * All briefs in response to the Initial Brief must be filed
      with the Court and served on all necessary parties no
      later than 30 days after the deadline for filing the
      Initial Brief, at 5:00 p.m., Eastern Time.

    * The Debtors may, but will not be required to, file a reply
      to the Response Briefs with the Court and serve it on all
      necessary parties no later than 15 days after the deadline
      for filing of the Response Briefs, at 5:00 p.m., Eastern
      Time.

    * A hearing would be held at the Court's convenience after
      completion of the briefing schedule.

If, and to the extent, the Debtors do not prevail with respect to
the Prior Lien Defense, the Debtors will substantively litigate
the merits of the remaining Reclamation Claims.  If this
litigation becomes necessary, the Debtors further request that
the Court hold one or more scheduling conferences at which the
Court would establish the parameters for the separate litigation
of each of the remaining Reclamation Claims.

If the Court determines that the Prior Lien Defense asserted by
the Debtors is applicable to the Reclamation Claims and renders
the claims valueless, the scheduling conference would not be
necessary, according to Mr. Mirick.

The Reclamation Claimants would remain entitled to pursue any
other claim they may have for the value of the goods that were
the subject of their Reclamation Claims, whether under Section
503(b)(9), as an unsecured claim, or otherwise, subject to the
Debtors' right to object to those claims on any applicable basis.

In a separate filing, the Official Committee of Unsecured
Creditors reserved its rights relating to the Motion.

According to its counsel, Steven D. Pohl, Esq., at Brown Rudnick
LLP, in Boston, Massachusetts, the Creditors Committee has no
objection to the proposed procedures.  However, the Creditors
Committee expressly reserves all of its rights in connection with
the Reclamation Claims.

After having obtained the Court's authority, the Creditors
Committee, among other things, will be seeking to avoid, on
behalf of the Debtors' estates, many of the Reclamation Claims
subject to prior security interests.

In particular, the Creditors Committee reserves, inter alia, (i)
any and all real defenses, including that any Reclamation Claims
otherwise subordinate to prior security interests pursuant to
Section 546(c) of the Bankruptcy Code will be subordinate to the
unsecured claims against the relevant Debtor's estate in the
event that the prior security interests are avoided and preserved
for the benefit of the Debtors' estates pursuant to Section 551
of the Bankruptcy Code, (ii) any and all equitabe defenses, and
(iii) any other rights, equitable or otherwise, in relation to
the reconciliation and adjudication of the Reclamation Claims.

                      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)


LYONDELL CHEMICAL: Committee Prepares Reliance-Backed Plan
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Lyondell Chemical
Co.'s cases asks the Bankruptcy Court to allow it to file an
alternative Chapter 11 plan for Lyondell Chemical Company.

As reported by the TCR on Dec. 9, 2009, Lyondell Chemical has
reached a settlement in a suit that its unsecured creditors'
committee brought against a group of banks over the leveraged
buyout of the bankrupt company by Basell AF S.C.A.

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 by Basell AF.  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.  Although the Creditors Committee filed the lawsuit,
Lyondell retained the rights to settle.

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

However, according to the Creditors Committee, the settlement is
both "procedurally inappropriate and, on a substantive basis,
woefully inadequate."  In the event the settlement is not
approved, and without an appropriate litigation reserve, Lyondell
won't be able to confirm a Chapter 11 plan, the Committee says.

The Creditors Committee says its alternative reorganization
proposal would create a litigation reserve where the plan could be
confirmed while the creditors continue suing the banks, in the
process setting cash aside for the lenders should they eventually
win.

The Creditors Committee says its plan would contemplate a
transaction with a strategic investor such as Reliance Industries
Limited.  The price or the amount of Reliance's investment was not
disclosed.

A hearing on the matter is schedule for December 15.

                      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)


MAJESTIC STAR: Cash Collateral Use Expires December 18
------------------------------------------------------
Majestic Star Casino LLC won't be able to use its lenders' cash
collateral after December 18, unless the Bankruptcy Court enters
another order allowing it to further use cash collateral.  Bill
Rochelle at Bloomberg News reports that Majestic Star was given at
the end of November authority by the bankruptcy judge to use cash
until Dec. 18.  Another hearing for a more extended use of cash
was schedule for Dec. 17.

According to the report, the first- and second-lien secured
lenders consented to the use of cash accompanied by the usual
bells and whistles.

                        About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nevada.  It is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Indiana on June 7,
1996.  The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company filed for Chapter 11 bankruptcy protection on
November 23, 2009 (Bankr. D. Delaware Case No. 09-14136).

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company listed
up to $500 million in assets and up to $1 billion in debts.


MCDERMOTT INTERNATIONAL: S&P Puts 'BB+' Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on parent
McDermott International Inc. and subsidiary McDermott (J. Ray)
S.A. (J. Ray), including the 'BB+' corporate credit rating, on
CreditWatch with negative implications.  At the same time, S&P
affirmed the ratings on subsidiaries McDermott Inc. and The
Babcock & Wilcox Power Generation Group Inc., including the 'BB+'
corporate credit rating.  The outlook on these subsidiaries
remains positive.

"We base the CreditWatch placement on McDermott International's
announcement that it plans to separate its operating subsidiaries
J. Ray and The Babcock & Wilcox Co. (which will include the
company's power generations systems business, as well as the
government operations) into two independent, publicly traded
companies," said Standard & Poor's credit analyst Robyn Shapiro.
S&P expects the transaction to close in nine to 12 months.

To resolve the CreditWatch listing on McDermott International and
J. Ray, Standard & Poor's will meet with management to discuss the
details of this transaction.  "We will assess J.  Ray's stand-
alone business, as this entity is less likely to continue to
benefit from its current relationship with the company's other
businesses," she continued.

The outlook on McDermott Inc. and B&W PGG remain positive.  On a
stand-alone basis, the proposed combined B&W businesses will be
less diverse once they are separate from J. Ray.  However,
McDermott Inc. and B&W PGG could support higher ratings if company
power generations systems business and government operations
continue to develop solid track records of operating performance,
and a commitment to a conservative financial policy.


MCSTAIN ENTERPRISES: Court Dismisses Chapter 11 Bankruptcy Case
---------------------------------------------------------------
Paula Moore at Denver Business Journal reports that the Bankruptcy
Court dismissed the Chapter 11 case of McStain Enterprises Inc.
The Company was unable to come up with an effective and
confirmable plan before the deadline set by the court.  The
company will keep creditors informed of its financial status each
month.

Louisville, Colorado-based McStain Enterprises, Inc., aka McStain
Neighborhoods, filed for Chapter 11 on May 28, 2009 (Bankr. D.
Colo. Case No. 09-20249).  Joli A. Lofstedt, Esq., at Connolly,
Rosania & Lofstedt, P.C., represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


MERIDIAN RESOURCE: Fortis Extends Forbearance Until December 14
---------------------------------------------------------------
The Meridian Resource Corporation and certain of its subsidiaries
on December 4, 2009, entered into the Eighth Amendment to their
Forbearance and Amendment Agreement with Fortis Capital Corp., as
administrative agent, and the other lenders and agents party to
the Company's Amended and Restated Credit Agreement, dated as of
December 23, 2004.

The Eighth Forbearance Amendment extends to December 14, 2009, the
date by which the Fortis Forbearance Agreement will terminate if,
by such date, Meridian has not entered into a Transaction
Agreement.  The Eighth Forbearance Amendment also extends to
December 14, 2009, the date of the next borrowing base
redetermination.

The Fortis Forbearance Agreement will terminate if, by such date,
Meridian has not entered into (a) a merger agreement pursuant to
which Meridian will merge with or into or be acquired by or
transfer all or substantially all of its assets to another person;
(b) a capital infusion agreement pursuant to which one or more
persons will contribute subordinated debt or equity capital to
Meridian in an amount sufficient to enable Meridian to pay to the
Lenders an amount equal to 100% of its borrowing base deficiency;
or (c) a purchase and sale agreement pursuant to which Meridian
agrees to sell one or more oil and gas properties for net proceeds
sufficient to enable Meridian to pay to the Lenders an amount
equal to 100% of its borrowing base deficiency, plus any
incremental borrowing base deficiency resulting from such sales.

On October 20, 2009, the Company entered into the Third
Forbearance Amendment, which extended to November 15, 2009, the
date by which the Fortis Forbearance Agreement would terminate if,
by such date, Meridian had not entered into a Transaction
Agreement.  Under the Third Forbearance Amendment, Meridian was
also required to pay to the Lenders on November 15 an amendment
fee of 0.25% of the aggregate outstanding borrowings under the
Amended and Restated Credit Agreement.

On December 2, 2009, the Company entered into the Seventh
Forbearance Amendment, effective November 30, which extended to
December 4 the date by which the cash flow budget for the month of
November 2009 may be furnished to Fortis, as required by the
Fortis Forbearance Agreement.

Concurrently with the execution of the Fortis Forbearance
Agreement, Meridian entered into (a) a Forbearance Agreement with
Fortis Capital Corp. and Fortis Energy Marketing & Trading GP, (b)
a Forbearance and Amendment Agreement with The CIT Group/Equipment
Financing, Inc., and (c) a Forbearance and Amendment Agreement
with Orion Drilling Company, LLC.  The termination of the
forbearance period under the Fortis Forbearance Agreement will
also result in the termination of the forbearance periods under
each of the Hedge Forbearance Agreement, the CIT Forbearance
Agreement and the Orion Forbearance Agreement.

On December 4, 2009, Fortis Capital Corp., Fortis Energy Marketing
& Trading GP and the Company and certain of its subsidiaries
entered into the First Amendment to Forbearance Agreement, which
extended to December 14, 2009, the forbearance period under the
Hedge Forbearance Agreement.

On December 4, 2009, The CIT Group/Equipment Financing, Inc., the
Company and certain of its subsidiaries entered into the First
Amendment to Forbearance and Amendment Agreement, which extended
to December 14, 2009, the forbearance period under the CIT
Forbearance Agreement.

Meridian said it cannot give any assurance that, on or before the
December 14, 2009 expiration of the forbearance periods, it will
be able to enter into a Transaction Agreement or that it will
otherwise be able to satisfy obligations under the agreements to
which the forbearance agreements relate, nor can Meridian give any
assurance that its Lenders will grant the Company any further
extensions under the Fortis Forbearance Agreement.

The members of the lending syndicate under the Eighth Amendment
are:

     * FORTIS CAPITAL CORP., as Administrative Agent, Co-Lead
       Arranger, Bookrunner, Issuing Lender, and a Lender;
     * THE BANK OF NOVA SCOTIA, as Co-Lead Arranger, Syndication
       Agent, and a Lender;
     * COMERICA BANK, as a Lender;
     * U.S. BANK NATIONAL ASSOCIATION, as a Lender;
     * ALLIED IRISH BANKS plc, as a Lender

A full-text copy of the Eighth Amendment is available at no charge
at http://ResearchArchives.com/t/s?4b81

In August 2009, the Company did not have sufficient cash available
to repay the deficiency and, consequently, failed to pay the
amount when due and went into default under the credit facility
for that failure.  Meridian negotiated a forbearance agreement
with its bank group which was signed on September 3, 2009
regarding the deficiency and default.  The forbearance agreement
has been extended for several times, the purpose of which is to
allow Meridian more time to execute potential solutions for the
deficiency per the requirements.

                      About Meridian Resource

Based in Houston, Texas, The Meridian Resource Corporation
(NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and
natural gas company engaged in the exploration, exploitation,
acquisition and development of oil and natural gas in Louisiana,
Texas, and the Gulf of Mexico.  Meridian has access to an
extensive inventory of seismic data and, among independent
producers, is a leader in using 3-D seismic and other technologies
to analyze prospects, define risk, target and complete high-
potential wells for exploration and development. Meridian has a
field office in Weeks Island, Louisiana.

At September 30, 2009, the Company had $190,339,000 in total
assets, including $18,090,000 in total current assets, against
$120,634,000 in total current liabilities and $17,736,000 in asset
retirement obligations.

The Company noted that its default under the debt agreements,
which has been mitigated in the short term by certain forbearance
agreements, negatively impacts future cash flow and the Company's
access to credit or other forms of capital.  There is substantial
doubt as to the Company's ability to continue as a going concern
for a period longer than the next 12 months, the Company said.
It added that it might have to seek protection under federal
bankruptcy laws if it is unable to comply with the forbearance
agreements or if those agreements expire.


METRO-GOLDWYN-MAYER: Forbearance on Debt Extended; Mulled Sale
--------------------------------------------------------------
Shasha Dai at Dow Jones LBO Wire reports that Metro-Goldwyn-
Mayer, Inc., said its lenders agreed to extend forbearance on its
debt until Jan. 31, 2010, in support of its evaluation of
alternatives.

According to Dow Jones, MGM was also evaluating options, including
a sale of the Company.  Reuters, citing people familiar with the
matter, states that MGM sent confidentiality agreements to 20
interested parties including Time Warner Inc, News Corp, Lions
Gate Entertainment Corp., and Sony Corp, as a prelude to letting
interested parties examine its books.  Reuters relates that two
sources said that former News Corp. president Peter Chernin also
wanted to take a look at MGM.

The sources, according to Reuters, said that MGM was considering
an auction process, but its creditors would like to see how likely
bidders value the Company.  Reuters reports that MGM was setting
up a virtual data room to give bidders access to information.

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.

As reported by the Troubled Company Reporter on September 30,
2009, The New York Post, citing multiple sources, said discussions
between debtholders and equity owners on a restructuring of Metro-
Goldwyn-Mayer's massive debt load have begun on a contentious
note, with both sides threatening to force MGM into bankruptcy in
order to gain leverage and extract better terms from the other.

Bloomberg also said that MGM is in talks to skip interest payments
and restructure $3.7 billion in bank loans.  MGM asked creditors
to waive $12 million monthly interest payments until February 15
2010.

Nikki Finke at Deadline Hollywood reported in October 2009 that
MGM said it needed $20M in short-term cash flow to cover overhead,
and an additional $150 million to get through the end of year and
continue funding its projects.  According to filmshaft.com in
October, MGM was having difficulty making interest payments on its
$3.5 billion in debt.


MICHAEL KHUONG TO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Michael Khuong To
               Chau-Thuy Anh Tran
                 aka Connie Tran
               43611 Parisville Ct.
               Sterling, VA 20166

Bankruptcy Case No.: 09-20063

Chapter 11 Petition Date: December 9, 2009

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

Judge: Stephen S. Mitchell

Debtors' Counsel: Mark Christian Orndorff, Esq.
                  6059-C Arlington Blvd.
                  Falls Church, VA 22044
                  Tel: (703) 536-3800
                  Fax: (703) 536-3802
                  Email: mcolaw@vacoxmail.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 $1,002,310,
and total debts of $1,632,139.

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/vaeb09-20063.pdf

The petition was signed by the Joint Debtors.


MICHAEL STUP: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Michael C. Stup
        PO Box 528
        Braddock Heights, MD 21714

Bankruptcy Case No.: 09-34013

Chapter 11 Petition Date: December 9, 2009

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

Debtor's Counsel: Christopher R. Wampler, Esq.
                  Wampler, Souder & Sessing, LLC
                  One Central Plaza
                  11300 Rockville Pike, Ste. 610
                  Rockville, MD 20852
                  Tel: (301) 881-8895
                  Fax: (301) 881-8896
                  Email: cwampler@wssfirm.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. Stup's petition, including a list of his
11 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/mdb09-34013.pdf

The petition was signed by Mr. Stup.


NATIONAL BEEF: S&P Puts 'B+' Ratings on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's placed its 'B+' corporate credit and 'B-' senior
unsecured debt ratings on National Beef Packing Co. LLC on
CreditWatch with positive implications.  This indicates that S&P
could either raise or affirm the ratings following completion of
its review.

"The CreditWatch listing is based on the company's continued
improved operating performance and credit measures in fiscal
2009," said Standard & Poor's credit analyst Patrick Jeffrey.  "We
estimate it has reduced debt leverage to 1.5x for the 12 months
ended Sept. 30, 2009, from 2.1x in fiscal 2008, and the company
has maintained adequate liquidity while using free cash flow to
reduce debt." Despite weaker demand for beef in 2009 compared with
2008, NBP effectively managed its cost structure and working
capital to help grow its EBITDA and generate free cash flow over
the past two years.  National Beef Inc., a holding company entity
of NBP, has filed an IPO for up to $337 million.  If completed,
the company has indicated that a portion of proceeds would be used
to repay some of NBP's funded debt, including $27 million of
remaining balances on its senior unsecured notes due 2011.

Upon completion of the IPO, S&P will discuss with management the
company's capital structure, liquidity, and strategy for
maintaining operating stability in a difficult economy.  Although
S&P will either raise or affirmed the ratings after its review,
S&P could also withdraw the rating on the senior unsecured notes
due 2011 if that debt is fully repaid.


NATIONAL HOME: Files for Chapter 11 Bankruptcy
----------------------------------------------
National Home Centers Inc. filed for Chapter 11 bankruptcy as it
attempts to renegotiate its debt to lender CIT Group Inc., Worth
Sparkman at arkansasbusiness.com reports.  "We could not reach a
resolve...It is our mission in life to pay our creditors but we're
frozen [for the time being,]" Company founder and chief executive
officer Dwain Newman was quoted as stating.

Base in Springdale, National Home Centers Inc. supplies materials
to homebuilders in northwest and central Arkansas.  The Company
listed assets and liabilities between $10 million and $50 million
in its petition.


NCI BUILDING: Reports $748.4 Million Fiscal Year Net Loss
---------------------------------------------------------
NCI Building Systems, Inc., reported a net loss of $103.6 million
for the three months ended November 1, 2009, from net income of
$24.6 million for the quarter ended November 2, 2008.  The Company
reported a net loss of $748.4 million for the fiscal year ended
November 1, 2009, from net income of $78.8 million for the fiscal
year ended November 2, 2008.

For the fourth quarter, sales were $244.4 million, up 2.5%
sequentially from sales of $238.4 million in the 2009 third
quarter, but down 52% from the $508.9 million reported for last
year's fourth quarter.  Gross margin was 24.8% compared to 25.6%
in the prior quarter and 24.4% in last year's fourth quarter.

Sales were $967.9 million for the fiscal 2009 from $1.76 billion
for fiscal 2008.

Adjusted operating income exclusive of change in control charges
of $11.2 million, restructuring and impairment charges of $1.9
million, and environmental and other contingencies of $1.1 million
was $10.5 million compared to $11.5 million on the same basis in
the prior quarter and $54.0 million on the same basis in last
year's fourth quarter.  On a GAAP basis, the Company incurred an
operating loss for the 2009 fourth quarter of $3.7 million
compared to operating income of $10.3 million in the prior quarter
and $51.0 million in last year's fourth quarter.

Adjusted EBITDA, defined as earnings before interest, taxes
depreciation and amortization and other non-cash items in
accordance with our term loan credit agreement, was $18.5 million
for the 2009 fourth quarter compared with $21.4 million in the
prior quarter and $60.1 million in last year's fourth quarter.  In
the fourth quarter, the Company reported a net loss applicable to
common shares of $115.3 million, or $3.59 per diluted share, which
included non cash debt extinguishment and refinancing costs of
$99.2 million.  Exclusive of these and other identified special
charges, the net income applicable to common shares would have
been $333,000, or $0.04 per diluted share.

In the prior quarter, NCI reported net income of $4.0 million or
$0.20 per diluted share; net income in last year's fourth quarter
was $24.6 million or $1.26 per diluted share.

The weighted average number of common shares outstanding used in
the calculation of fourth quarter 2009 per share amounts was
29,655,000, reflecting the partial period impact of the Company's
refinancing, which was completed on October 20, 2009.  As part of
its refinancing, the Company acquired its existing convertible
notes in exchange for approximately $90 million in cash and
70.2 million of its common shares.  At the end of the quarter,
there were approximately 90.4 million shares of common stock
outstanding.

Inventory levels decreased 5.8% sequentially to $71.5 million from
$75.9 million in the prior quarter.  Measured in tons, inventory
on hand at the end of the fourth quarter was approximately 16%
lower sequentially.  Annualized inventory turnover was 10.1 turns
for the fourth quarter, compared to 8.3 turns in the third quarter
and 6.9 turns in the year-ago fourth quarter.

Net cash from operating activities was $20 million for the fourth
quarter and $95.4 million for fiscal 2009.  Capital expenditures
in the fourth quarter were $3.8 million; full year 2009 capital
expenditures were $21.7 million, inclusive of the $14.1 million
investment in NCI's new insulated panel plant.  Fiscal 2010
capital expenditures are expected to be between $10 million and
$12 million.

The Company continues to evaluate the tax deductibility of certain
recapitalization transaction expenses.  The Company expects that
this review will be completed prior to the filing of its Annual
Report and may result in an additional tax benefit to the Company,
ranging between $750,000 and $1.5 million.

At November 1, 2009, the Company had $613.4 million in total
assets against total current liabilities of $179.3 million,
long-term debt of $135.4 million, deferred income taxes of
$19.1 million, other long-term liabilities of $8.0 million, and
Series B cumulative convertible participating preferred stock of
$222.8 million.

                   Recent Corporate Developments

On October 20, 2009, the Company announced the completion of its
recapitalization transaction with Clayton, Dubilier & Rice, Inc.,
managed funds.  In addition to the $250 million equity investment
by the CD&R funds, NCI:

     -- Completed its exchange offer to acquire its existing
        convertible notes;

     -- Refinanced its existing term loan by repaying
        approximately $143 million and modified the terms and
        maturity of the remaining $150 million of debt; and

     -- Entered into a $125 million asset-based revolving credit
        facility, which remains undrawn.

"Through these transactions, NCI has gained the resources to ride
out the economic downturn and re-start our growth strategy. CD&R
is widely respected as a long-term investor and business builder
and brings both financial and operating resources to NCI," Mr.
Chambers said.  "Their significant investment is a strong
endorsement of our business, growth strategy and our future
prospects."

                              Outlook

"Industry forecasts do not indicate any meaningful pick-up in
nonresidential construction activity in 2010," noted Mr. Chambers.
"Within what promises to be a continued difficult business
environment, we will focus on retaining and building upon our
market leadership positions through:

     -- greater investment in technology and systems to support
        NCI's builder network while reducing costs and delivery
        times;

     -- continuing to develop new products, and expanding NCI's
        end markets; and

     -- potentially making selective acquisitions," Mr. Chambers
        concluded.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4b7e

                        About NCI Building

Based in Houston, Texas, NCI Building Systems, Inc. (NYSE: NCS) is
one of North America's largest integrated manufacturers of metal
products for the nonresidential building industry.  NCI is
comprised of a family of companies operating manufacturing
facilities across the United States and Mexico, with additional
sales and distribution offices throughout the United States and
Canada.

NCI proposed a financial restructuring to address an immediate
need for liquidity in light of a potentially imminent default
under, and acceleration of, its existing credit facility, which
was to occur as early as November 6, 2009 (which would have, in
turn, lead to a default under, and acceleration of, its other
indebtedness, including the $180.0 million in principal amount of
2.125% Convertible Senior Subordinated Notes due 2024, and the
high likelihood that the Company would be required to repurchase
the convertible notes on November 15, 2009, the first scheduled
mandatory repurchase date under the convertible notes indenture.

In October 2009, NCI Building and Clayton, Dubilier & Rice, Inc.
on completed a $250 million equity investment in the Company by
CD&R-managed funds.  The CD&R-managed funds acquired newly issued
preferred stock resulting in an ownership position in the Company
of roughly 68.5% on an as-converted basis.


NCI BUILDING: To Redeem 2.125% Convertible Sr. Sub Notes Due 2024
-----------------------------------------------------------------
NCI Building Systems, Inc., announced the expiration of its cash
tender offer, commenced on November 9, 2009, to purchase its
outstanding 2.125% Convertible Senior Subordinated Notes due 2024.
The tender offer expired as of 11:59 p.m. New York City time on
December 8, 2009.  No holder of Notes has delivered any tender
pursuant to the tender offer.

NCI also announced its election to redeem the remaining principal
amount of roughly $58,750 of its outstanding Notes.  NCI expects
the redemption to occur on December 29, 2009.  The redemption of
and payment on the Notes will be made by The Bank of New York
Mellon Trust Company, N.A., the paying agent and the trustee of
the indenture governing the notes, in accordance with terms and
procedures specified in the redemption notice.  NCI will pay for
the Notes with cash on hand.

NCI will redeem the Notes at a redemption price in cash equal to
100% of the principal amount of the Notes, together with accrued
and unpaid interest on the Notes payable up to, but excluding, the
Redemption Date.

In connection with the redemption, from December 9, 2009, until
the close of business on December 28, 2009, each holder of Notes
has the right, at its option, to require NCI to convert the
principal amount of the holder's Notes, or any portion of the
principal amount of Notes that is a multiple of $1,000, into cash
and fully paid shares of NCI's common stock in accordance with the
terms, procedures and conditions outlined in the indenture for the
Notes.  As of December 9, 2009, the conversion rate for the Notes
is 24.9121 shares of common stock per $1,000 in principal amount
of the Notes.  The closing price of NCI's common stock was $2.02
on December 8, 2009.

The redemption is being made solely pursuant to a notice of
redemption dated December 9, 2009, which were mailed to the
holders of the Notes by NCI.  Copies of the notice of redemption
may be obtained from The Bank of New York Mellon Trust Company,
N.A., the trustee and paying agent for the Notes, by contacting
the trustee at: 601 Travis Street, 16th Floor, Houston, TX, 77002,
Attention: Kash Asghar, (713) 483-6649.

                        About NCI Building

Based in Houston, Texas, NCI Building Systems, Inc. (NYSE: NCS) is
one of North America's largest integrated manufacturers of metal
products for the nonresidential building industry.  NCI is
comprised of a family of companies operating manufacturing
facilities across the United States and Mexico, with additional
sales and distribution offices throughout the United States and
Canada.

NCI proposed a financial restructuring to address an immediate
need for liquidity in light of a potentially imminent default
under, and acceleration of, its existing credit facility, which
was to occur as early as November 6, 2009 (which would have, in
turn, lead to a default under, and acceleration of, its other
indebtedness, including the $180.0 million in principal amount of
2.125% Convertible Senior Subordinated Notes due 2024, and the
high likelihood that the Company would be required to repurchase
the convertible notes on November 15, 2009, the first scheduled
mandatory repurchase date under the convertible notes indenture.

In October 2009, NCI Building and Clayton, Dubilier & Rice, Inc.
on completed a $250 million equity investment in the Company by
CD&R-managed funds.  The CD&R-managed funds acquired newly issued
preferred stock resulting in an ownership position in the Company
of roughly 68.5% on an as-converted basis.


NELSON EDUCATION: Moody's Corrects Ratings on Four Senior Loans
---------------------------------------------------------------
In Downgrades section, Moody's substitutes these ratings:

  -- 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%) with

  -- Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3,
     32%) from Ba3 (LGD3, 31%)

  -- Senior Secured Second Lien Term Loan, Downgraded to Caa2
     (LGD5, 85%) from Caa1 (LGD5, 83%)

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 un-drawn
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 (LGD3,
     32%) from Ba3 (LGD3, 31%)

  -- Senior Secured Second Lien Term Loan, Downgraded to Caa2
     (LGD5, 85%) from Caa1 (LGD5, 83%)

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).


NEW ENERGY SYSTEMS: Completes Acquisition of Anytone
----------------------------------------------------
New Energy Systems Group, formerly China Digital Communication
Group, on December 7 completed the acquisition of Anytone
International (H.K.) Co., Ltd. and its wholly owned subsidiary,
Shenzhen Anytone Technology Co., Ltd., a rapidly growing Shenzhen-
based high tech, integrated product research, manufacturing and
marketing company for lithium batteries.

New Energy Systems Group paid $33.7 million for the company
consisting of $10.0 million in cash and the remaining
$23.7 million by issuing approximately 3.6 million shares of
common stock based on an average stock price of $6.60 per share.

Mr. Fushun Li, Chief Executive Officer, commented, "We are pleased
to have successfully completed the acquisition of Anytone, a
rapidly growing manufacturer of lithium ion batteries, at an
attractive purchase price of 5.0x 2010 projected net income.
Anytone brings an impressive track record, having achieved annual
revenue growth in excess of 100% over the past four years.  This
acquisition broadens our product offering and expands our
distribution channels.  Moreover, we expect to benefit from
meaningful operating leverage and economies of scale.  We believe
this acquisition demonstrates our ability to successfully identify
and complete attractive acquisitions.  We continue to have a very
healthy balance sheet and will opportunistically consider other
acquisitions that we believe will create additional shareholder
value."

Anytone -- http://www.anytone.com.cn/-- manufactures and sells
mobile power resources based on lithium ion batteries for a full
spectrum of products, including mobile phones, notebook computers,
digital cameras, MP4s, PMPs, PDAs, solar and digital applications.
Many of Anytone's products generate 4-7 times more power than the
original OEM battery's capacity.  The company's power sources
support some of the best known products in the world, including
Apple's iPod family of products.  Anytone had 7 practical patents
and 23 appearance design patents by the State Intellectual
Property Office of the People's Republic of China (SIPO). The
company is also awaiting approval for its new innovation patent by
SIPO.  The company has also obtained CE, FCC, 3C, ROHS, UL and
other certifications.

                  About New Energy Systems Group

With offices in New York and Shenzhen, China, New Energy Systems
Group (OTCBB: NEWN) -- http://www.chinadigitalcommunication.com/
-- manufactures and distributes lithium ion batteries.  The
company assembles and distributes finished batteries through its
sales network and channel partners.  The company also sells high-
quality lithium-ion battery shell and cap products to major
lithium-ion battery cell manufacturers in China. The company's
products are used to power mobile phones, MP3 players, laptops,
digital cameras, PDAs, camera recorders and other consumer
electronic digital devices.

On November 17, 2009, China Digital obtained approval from FINRA
to change its name to New Energy Systems Group.  In conjunction
with the name change, the company's CUSIP number was changed to
643847106 and the stock began trading under the ticker symbol
"NEWN" on November 18.

At September 30, 2009, the Company had $17,622,130 in total assets
against $3,197,717 in total liabilities, all current.  At
September 30, 2009, the Company had accumulated deficit of
$4,660,858 and stockholders' equity of $14,424,413.

                           Going Concern

In its quarterly report on Form 10-Q, the Company said it believes
it has sufficient cash to continue its current business through
September 30, 2010, due to expected increased sales revenue and
net income from operations.  "However we have suffered recurring
losses in the past and have a large accumulated deficit.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said.

The Company has taken certain restructuring steps to provide the
necessary capital to continue its operations. These steps included
1) acquire profitable operations through issuance of equity
instruments, and 2) to continue actively seeking additional
funding and restructure the acquired subsidiaries to increase
profits and minimize the liabilities.


NII HOLDINGS: Moody's Upgrades Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service has upgraded NII Holdings', Inc.,
Corporate Family and Probability of Default Ratings to B1 from B2.
The upgrade was prompted by the company's strong operating
performance during the currently weak economic environment and its
recent success in acquiring new spectrum licenses as it expands
into new markets and offers new services.  In a related rating
action Moody's assigned a B1(LGD3, 46%) rating to the proposed
offering of $500 million of guaranteed Senior Notes due 2019 to be
issued by NII Capital Corp., a subsidiary of NII.  The proposed
offering by NII Capital Corp. is expected to be used for general
corporate purposes, including spectrum acquisitions, network
expansion, deployment of new technologies and possibly the
repurchase of some of the convertible notes issued by NII.  The
outlook is stable.

The upgrade to B1 is based on Moody's expectation that continued
strong operating performance, a moderately leveraged capital
structure (approximately 3.6x Moody's adjusted and pro forma for
the new issuance as of the LTM period ended Q3'09) and a healthy
liquidity profile will provide the company with the financial
flexibility to pursue its strategic objectives without
significantly weakening its credit profile.  Moody's believe that
management is committed to maintaining a strong balance sheet as
it recasts the business towards mobile broadband services over the
next few years.  However, the B1 rating also reflects NII's small
size and market position across its operating regions, the
presence of substantially larger, better funded competitors
capable of disrupting NII's niche market positions, and technology
risk associated with the company's dependence on Motorola Inc.'s
integrated Digital Enhanced Network technology.

Moody's believes recent operating and financial results have
demonstrated the value of NII's brand and focus on customer care,
the importance its subscribers place on access to Push-to-Talk
services and management's ability to successfully adapt to market
challenges.  Moody's notes that while NII's post-pay plans are
typically more expensive than those found in the pre-pay market,
subscriber trends and churn improved materially in 3Q 2009 despite
ongoing economic weakness and heightened competition, especially
in its largest markets.

These ratings/assessments were affected by this action:

NII Holdings, Inc.:

  -- Corporate Family Rating upgraded to B1 from B2
  -- Probability of Default Rating upgraded to B1 from B2

NII Capital Corp.:

  -- $800 million of 10.00% Senior Notes due August 15, 2016
     affirmed at B1, but its loss given default assessment is
     changed to (LGD3, 46%) from (LGD3, 39%)

  -- $500 million of 10.00% Senior unsecured notes due 2019 rated
     B1 (LGD3, 46%)

NII's credit metrics and liquidity position are consistent with
higher rated Telecom peers; however, Moody's believes these
metrics are intermediate in nature.  While the company is close to
completing core network expansion in its largest markets and is in
the process of building out 3G networks in some of its smaller
markets, it will likely pursue spectrum acquisitions (especially
in its two largest markets, Mexico and Brazil) to develop new
services and expand into new regions in an attempt to capitalize
on the healthy growth opportunities in Latin America.  Since
Moody's believes that the investment associated with expansion in
these two large markets will be significant, Moody's do not expect
the company to reengage in shareholder-friendly financial policies
unless growth prospects diminish.

The stable outlook is based on Moody's expectation that NII will
maintain adjusted debt/EBITDA leverage below 4.0x over the rating
horizon and that the company's operating performance, particularly
churn, will remain strong.

The last rating action was on August 7, 2009, at which time
Moody's assigned a first time B2 Corporate Family Rating to NII
Holdings, Inc.

The individual debt instrument ratings were determined using
Moody's Loss Given Default Methodology and reflect the expected
size and positioning of the issuance within NII's capital
structure.

With headquarters in Reston, Virginia, NII is an international
wireless operator with subscribers in Mexico, Brazil, Argentina,
Peru, and Chile.  NII had over 7.0 million largely post-pay,
business subscribers in those five countries and generated
$4.2 billion in revenue for the LTM period ended Q309.


NOVELOS THERAPEUTICS: Delays Effective Date of Resale Prospectus
----------------------------------------------------------------
Novelos Therapeutics, Inc., filed Amendment No. 1 to Form S-1
Registration Statement under the Securities Act of 1933 to delay
the effective date of the Registration Statement.

The Registration Statement and accompanying prospectus relate to
the resale, from time to time, of up to 58,745,592 shares of the
Company's common stock by stockholders.  Of the total shares of
common stock offered in the prospectus, 37,649,442 are issuable
upon conversion of shares of the Company's Series E Preferred
Stock and 21,096,150 are issuable upon the exercise of common
stock purchase warrants.

The selling stockholders will receive all of the proceeds from the
sales.  The Company will receive no part of the proceeds.  The
Company is paying the expenses incurred in registering the shares,
but all selling and other expenses incurred by the selling
stockholders will be borne by the selling stockholders.

The Company's common stock is quoted on the OTC Electronic
Bulletin Board of the National Association of Securities Dealers,
Inc., under the symbol "NVLT.OB."  On December 4, 2009, the last
reported sale price of the common stock on the OTC Electronic
Bulletin Board was $0.75 per share.

At September 30, 2009, the Company had $5,996,461 in total assets
against total current liabilities of $7,408,800, deferred revenue
-- noncurrent of $408,334, redeemable preferred stock of
$20,381,810.  At September 30, 2009, the Company had accumulated
deficit of $63,211,609 and stockholders' deficiency of
$22,202,483.

Novelos Therapeutics said it will require additional capital to
continue operations beyond the third quarter of 2010.  Novelos
Therapeutics noted the report from its independent registered
public accounting firm dated March 17, 2009 and included with its
annual report on Form 10-K indicated that factors existed that
raised substantial doubt about its ability to continue as a going
concern.

                    About Novelos Therapeutics

Based in Newton, Massachusetts, Novelos Therapeutics, Inc. is a
drug development company focused on the development of
therapeutics for the treatment of cancer and hepatitis.  Novelos
owns exclusive worldwide intellectual property rights (excluding
Russia and other states of the former Soviet Union, but including
Estonia, Latvia and Lithuania) related to certain clinical
compounds and other pre-clinical compounds based on oxidized
glutathione.


ORLEANS HOMEBUILDERS: 10-Q Delay Cues NYSE Non-Compliance Notice
----------------------------------------------------------------
Orleans Homebuilders, Inc., on December 1, 2009, received a
written notice from the NYSE Amex LLC stating that the Company is
not in compliance with the Exchange's continued listing criteria
set forth in Sections 134 and 1101 of the NYSE Amex LLC Company
Guide because it failed to timely file its Quarterly Report on
Form 10-Q for the period ended September 30, 2009.  The written
notice further stated that the failure to file the Form 10-Q
constitutes a material violation of the Company's listing
agreement with the Exchange authorizing the Exchange to suspend
and, unless prompt corrective action is taken, remove the
Company's common stock from the Exchange pursuant to Section
1003(d) of the Company Guide.

In connection with the Company's failure to file its Form 10-K for
the fiscal year ended June 30, 2009, the Company submitted a plan
of compliance to the Exchange on November 16, 2009, advising the
Exchange of the actions the Company intended to take to bring the
Company into compliance with the applicable provisions of the
Company Guide by February 2, 2010.  The plan of compliance also
addressed the Company's failure to file the Form 10-Q.  The
Company may, however, submit a revised plan of compliance with the
Exchange on or before December 15, 2009, advising the Exchange of
the actions the Company intends to take to bring the Company into
compliance with the applicable provisions of the Company guide by
February 2, 2010.

The Company did not timely file its Form 10-K and Form 10-Q as
this would have required unreasonable effort and expense.  The
Company is working as expeditiously as possible to finalize its
accounting and related disclosure for the periods covered by its
Form 10-K and Form 10-Q and currently expects to file the Form 10-
K and currently expects to filed the Form 10-K and Form 10-Q in
early 2010.  The Company can, however, offer no assurance that it
will file its Form 10-K or Form 10-Q at or before the times
provided.

                   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.


PEANUT CORP: Officers, Trustee Settle Defense Funds Dispute
-----------------------------------------------------------
Law360 reports that the Bankruptcy Court has approved a settlement
between the trustee winding down Peanut Corp. of America and the
company president and former officers, resolving a dispute over
$1 million paid out by an insurance company for PCA's legal
defense costs.

Following a nationwide outbreak of Salmonella poisoning that
reports say sickened more than 700 people and killed nine, Peanut
Corporation of America -- http://www.peanutcorp.com/-- filed a
Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va.
Case No. 09-60452).  The Company estimated its assets and
liabilities in the range of $1 million to $10 million at the time
of the filing.


PENN TRAFFIC: Court Pushes Base Price Hearing to December 15
------------------------------------------------------------
According to syracuse.com, the U.S. Bankruptcy Court in Wilmington
moved the hearing to set a base price for the sale of Penn Traffic
Co. to a group led by some investment and liquidation firms to
Dec. 15, 2009, a week before the auction of the Company's assets.

                       About Penn Traffic

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PENN TRAFFIC: Inks Comprehensive Agency Pact with Liquidator Group
------------------------------------------------------------------
As reported in the Troubled Company Reporter on December 10, 2009,
Penn Traffic Co. is liquidating 74 of 79 stores in going-out-of-
business sales to commence by January and conclude by March 12.  A
group of liquidators, including affiliates of Gordon Brothers
Group LLC and Nassi Group LLC, will guarantee the Company will
recover at least $36.5 million, with $29.2 million paid before the
GOB sale begins.  If the sale produces enough to cover the
guaranteed payment, the expenses of the sale and a $6.5 million
fee for the liquidators, the excess will be split evenly by Penn
Traffic and the liquidators.

The Liquidators' offer is subject to higher and betters offers at
an auction on December 30.  Initial competing bids are due
December 21.  The sale hearing will be conducted promptly
following the auction.  The Bankruptcy Court will convene a
hearing to consider approval of the proposed auction process.

As to the four remaining stores, Penn Traffic has an agreement to
sell the stores to competitor Price Chopper Operating Co., Inc.
for $12.3 million plus assumption of specified liabilities.

The Company is being forced to sell the assets by the first- and
second-lien lenders who were otherwise cutting off the continued
right to use cash.  The first lien agent is represented by Paul
Hastings, Janofsky & Walker, LLP.  Greenberg Traurig, LLP,
represents the second lien agent.

A copy of the comprehensive agency agreement with the group of
liquidators comprised of KROC Capital Services, LLC, Gordon
Brothers Group, LLC, The Nassi Group, LLC, SB Capital Group, LLC
and DJM Realty Services, LLC is available for free at:

               http://researcharchives.com/t/s?4b82

A copy of the asset purchase agreement with Price Chopper
Operating Co., Inc. is available for free at:

               http://researcharchives.com/t/s?4b83

                      About Penn Traffic

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.;
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PILGRIM'S PRIDE: Judge Lynn to Confirm Chapter 11 Plan
------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court in the Northern
District of Texas, Fort Worth Division, said, at the culmination
of the December 8, 2009 hearing to consider confirmation of the
Plan of Reorganization of Pilgrim's Pride Corporation and its
debtor affiliates, that he will confirm the plan once some
provisions are resolved.

The Plan contemplates for the Debtors' emergence from bankruptcy
with at least $1,650,000,000 in available financing and that JBS
USA Holdings, Inc., the Plan Sponsor, will purchase 64% of the
common stock of the Reorganized PPC in exchange for $800 million
in Cash, to be used by the Reorganized Debtors to, among other
things, fund distributions to holders of Allowed Claims.
Shareholders will be entitled to purchase the remaining 36% of
the Reorganized PPC common stock.

The plan satisfies Pilgrim's Pride's debts and offers an
"appropriate return to equity holders," Dow Jones Newswire quoted
Judge Lynn as saying in concluding the company's day-long
confirmation hearing.

                           Amended Plan

Prior to the Confirmation Hearing, on December 4, 2009, the
Debtors submitted to Judge Lynn an Amended Plan of Reorganization
reflecting amendments with respect to these matters:

(1) Exit facility.  The amount of the Exit Facility is
     increased from $1.650 billion to an amount up to
     $1.750 billion.

(2) Treatment of Priority Tax Claims.  Under the Amended
     Plan, each holder of an Allowed Priority Tax Claim will
     receive Cash in an amount equal to the Allowed Priority Tax
     Claim, including any interest on the Allowed Priority Tax
     Claim required to be paid pursuant to the Bankruptcy Code
     from the late of the Petition Date and the date the
     relevant tax becomes past due through the later of the
     Effective Date and the date on which the Priority Tax Claim
     will become an Allowed Priority Tax Claim;

(3) Distribution of Allowed Secured Tax Claims.  Under the
     Amended Plan, except to the extent that a holder of an
     Allowed Secured Tax Claim has been paid by the Debtors
     prior to the Effective Date or agrees to a less favorable
     treatment, each holder will receive Cash in an amount
     equal to the Allowed Secured Tax Claim, including any
     interest on the Allowed Secured Tax Claim required to be
     paid pursuant to the Bankruptcy Code from the late of the
     Petition Date and the date the relevant tax becomes past
     due through the later of the Effective Date and the date on
     which the Secured Tax Claim will become an Allowed Secured
     Tax Claim;

(4) Releases related to Claims and Equity Interests.  The
     Amended Plan releases the Debtor, the Reorganized Debtor
     and "Protected Person" from all claims and causes of action
     that exist as of the Effective Date and arise from the
     Claim or Equity Interest of that holder.

     "Protected Persons" means (a) the present and former
     directors, officers, employees, affiliates, agents,
     financial advisors, investment bankers, attorneys, and
     representatives of the Debtors, including the Chief
     Restructuring Officer, (b) the Committees, (c) the agents
     and lenders under the Prepetition BMO Credit Agreement, (d)
     the agents and lenders under to the Prepetition CoBank
     Credit Agreement, (e) the agents and lenders under the DIP
     Credit Agreement, (f) Pilgrim Interests, Ltd., solely in
     its capacity as guarantor under the Guarantee Agreements,
     (g) the Plan Sponsor, and (h) their present and former
     directors, officers, employees, affiliates, agents,
     financial advisors, investment bankers, attorneys, and
     representatives.

(5) Releases of Indemnified Protected Persons.  On the
     Effective Date, and in consideration for the obligations of
     the Debtors and the Reorganized Debtors under the Plan,
     each person or entity that has a claim or cause of action
     (i) against any Protected Person having a right to seek
     indemnification or contribution, whether pursuant to common
     law or otherwise, from the Debtors, (ii) that is not
     otherwise released pursuant to Section 10.8(a) of the
     Amended Plan and (iii) with respect to which there is
     insurance coverage, regardless of amount, will release and
     discharge unconditionally and forever that Indemnified
     Protected Person from any and all claims and causes of
     action that exist as of the Effective Date relating to the
     Debtors, the Debtors' estates, or the Chapter 11 Cases and
     will seek payment of that claim or cause of action solely
     from the applicable insurance polic(ies).

(6) Optional releases.  On the Effective Date, and in
     consideration for the obligations of the Debtors and the
     Reorganized Debtors under the Plan, each person or entity
     that has a claim or cause of action against any Protected
     Person that is not otherwise released pursuant to Section
     10.8(a) of the Plan will have an option, subject to entry,
     without further court approval, into an appropriate
     stipulation with the Debtors or the Reorganized Debtors, as
     applicable, to (i) if there is no applicable insurance
     coverage, file a Proof of Claim against the Debtors
     relating to that person or entity's claim or cause of
     action, which proof of claim will be resolved and paid
     pursuant to the terms of the Plan, and unconditionally and
     forever release that claim or cause of action against the
     relevant Protected Person, or (ii) if there is applicable
     insurance coverage, seek payment of the claim or cause of
     action solely from the applicable insurance policy and
     unconditionally and forever release any and all claims or
     causes of action against the relevant Protected Person,
     Debtors and Reorganized Debtors.

(7) Claims of governmental units.  Nothing in the Plan or the
     Confirmation Order will operate as a waiver of or a release
     or exculpation of any claim or cause of action (x) held by
     a Governmental unit against any non-Debtor or (y) held by a
     Governmental Unit against any Debtor, other than those
     Claims of any Governmental Unit that are subject to the
     deadlines established by the Bar Date Order or order on the
     requests for payment of administrative expenses.  Nor will
     anything in the Plan or the Confirmation Order enjoin any
     Governmental Unit from bringing any claim, suit, action, or
     other proceeding against any party or person for liability
     under any Non-Released Government Claim.  For the avoidance
     of doubt, a Governmental Unit includes, as examples, and
     without limitation, the Food Safety and Inspection Service,
     the Grain Inspection, Packers and Stockyards
     Administration, the Agriculture Marketing Service, and the
     Food and Nutrition Service of the United States Department
     of Agriculture.

A blacklined copy of the Amended Plan is available for free
at http://bankrupt.com/misc/PPC_POR_blacklined.pdf

The Debtors also filed a Memorandum of Law maintaining that their
Plan is confirmable.  The Debtors have acknowledged the
objections of certain entities to the Amended Plan.  In order to
address certain of the objections, the Debtors have made
modifications to the Plan.  The Debtors state further that the
Amended Plan has responded more fully to certain of the legal and
factual arguments raised in the Objections that the Debtors have
not yet resolved.  The Debtors submit further that the Amended
Plan satisfies all of the confirmation requirements of Section
1129 of the Bankruptcy Code, thus, the Amended Plan should be
confirmed and the objections overruled.

The Debtors also supplemented their Amended Plan with new
exhibits to the Plan Supplement containing (i) an amended list of
Executory Contracts and Unexpired Leases to be assumed, (ii) an
amended list of Officers of the Reorganized Debtors, (iii) an
amended list of the Initial Directors of the Reorganized Debtors.

The Debtors also included their Annual Report for the fiscal year
ended September 26, 2009 as an addition to the Amended Plan
Supplement.  A full-text copy of the Amended Plan Supplement is
available for free at:

      http://bankrupt.com/misc/PPC_AmdPlanSupp_Dec4.pdf

On December 9, the Debtors, to reflect amended or new Executory
Contracts and Unexpired Leases to be assumed, filed a second
Amended Plan Supplement, a full-text copy of which is available
for free at http://bankrupt.com/misc/PPC_2ndAmdPlanSupp_Dec9.pdf

The Official Committee of Unsecured Creditors informs the Court
that it supports the Debtors' Amended Plan, and submits that the
Plan should be confirmed.

Similarly, the Debtors' Chief Restructuring Officer, William
Snyder, believes that the Liquidation Analyses are based on sound
assumptions, and provide a reasonable estimate of the liquidation
values upon conversion of the Chapter 11 Cases to a case under
chapter 7 of the Bankruptcy Code.  Pursuant to these analyses,
Mr. Snyder believes that the Debtors determined that confirmation
of the Plan will provide holders of Allowed Class 10(a) Equity
Interests a recovery that is equal to or greater than members of
that Class would receive pursuant to a chapter 7 liquidation of
each Debtor or consolidated Debtors.  In this regard, Mr. Snyder
maintains that confirmation of the Plan is appropriate, is in the
best interests of all parties in interest and should, thus, be
granted.

                Plan Gets Overwhelming Support

The Debtors' voting and solicitation agent, Kurtzman Carson
Consultants, filed a report with the Court showing that the
Debtors received overwhelming support from holders of Class 10(a)
which is the only Class entitled to vote on the Plan.

More than 90% of ballots submitted by holders of Class 10(a)
Claims were cast in favor of the Plan.

Tabulation of Class 10(a) Ballots:

Total Equity Interests in Class: 77,141,489

1. Vote on the Plan

    Equity                            Equity
   Interests                         Interest
    (Accept)      Percentage         (Reject)      Percentage
   ---------    ------------         ---------     ----------
   47,860,549      90.62%            4,952,343        9.38%

2. Vote on the Short Term Incentive Plan

    Equity                          Equity
   Interests    % of     % of      Interest    % of     % of
     (For)      Votes    Class     (Against)   Votes    Class
   ---------    -----    -----     ---------   -----    -----
   45,756,032   86,10%   59.31%    7,384,308   13.90%   9.57%

3. Vote on Long Term Incentive Plan

    Equity                          Equity
   Interests    % of     % of      Interest    % of     % of
     (For)      Votes    Class     (Against)   Votes    Class
   ---------    -----    -----     ---------   -----    -----
   45,729,284   86.05%   59.28%    7,411,056   13.95%   9.61%

KCC was also requested to determine the voting results if the
shares controlled by "insiders" were not included in the
Tabulation.  KCC identified the Pilgrim family as the only
"insiders" that properly voted.  KCC identified the Pilgrim
family shares by reviewing the records provided by the Bank of
New York Mellon, as transfer agent.

A total of 25,814,120 shares were identified as Pilgrim Family
shares, of which 25,789,164 were represented by timely submitted
ballots.

KCC presented a summary of the voting results with respect to the
Voting Securities Class if votes of "insiders" are not counted:

Total Equity Interests in Class: 77,141,489

1. Vote on the Plan

    Equity                            Equity
   Interests                         Interest
    (Accept)      Percentage         (Reject)      Percentage
   ---------    ------------         ---------     ----------
   22,071,385       81.6%            4,952,343       18.33%

2. Vote on the Short Term Incentive Plan

    Equity                          Equity
   Interests    % of     % of      Interest    % of     % of
     (For)      Votes    Class     (Against)   Votes    Class
   ---------    -----    -----     ---------   -----    -----
   19,966,868   73.00%   25.88%    7,384,308   27.00%   9.57%

3. Vote on Long Term Incentive Plan

    Equity                          Equity
   Interests    % of     % of      Interest    % of     % of
     (For)      Votes    Class     (Against)   Votes    Class
   ---------    -----    -----     ---------   -----    -----
   19,940,120   72.90%   25.85$    7,411,056   27.10%   9.61%

KCC received a number of ballots that were not included in the
tabulation.  KCC stored these ballots at KCC's office and are
available for inspection by or submission to the Court.

A full-text copy of the ballots that were not tabulated is
available free of charge at:

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

          Black Horse Wants to Designate Insider Votes
                   as Not Cast in Good Faith

Prior to the release of the voting results, Black Horse Capital
Management LLC as manager for Black Horse Capital LP, Black Horse
Capital (QP) LP and Black Horse Capital Master Fund Ltd. --
owners of equity interest in Pilgrim's Pride Corporation and
holders of PPC 8-3/8% Senior Subordinated Notes -- ask the Court
to designate all votes cast by Lonnie "Bo" Pilgrim, Lonnie Ken
Pilgrim, entities related to the Pilgrim family, and the Chief
Executive Officer, Don Jackson -- the "Insiders" -- in Class
10(a) Equity Interests with respect to the Debtors' Amended Plan
of Reorganization, as not cast in good faith pursuant to Section
1126(e) of the Bankruptcy Code.

On behalf of Black Horse, Catherine L. Steege, Esq., at Jenner &
Block LLP, in Chicago, Illinois, points out that the only class
impaired by, and thus entitled to vote on, the Plan is Class
10(a) Equity Interests in the Debtors, of which Black Horse is a
member.

Black Horse expects, however, that the Debtors will contend that
the Plan has been accepted by Class 10(a) almost entirely due to
the votes by Insiders controlling a majority of the shares of the
Debtors, Mr. Steege relates.  These Insiders have been offered
various incentives, and therefore clearly have motives, which are
ulterior to and different from the motives and incentives facing
ordinary non-insider shareholders, she avers.

The short time frame for the exchange could have a "depressing
effect" on the value of Pilgrim's Pride's stock because the
shares would be sold before the company is "sufficiently far out
of bankruptcy," Mark MacDonald, Esq., an attorney for Black Hors,
told Dow Jones.

Mr. MacDonald said the Pilgrim family, which owns the majority of
the company's stock, will benefit from the plan through continued
employment.  He pointed out that Mr. Bo Pilgrim is slated to
collect $7.5 million in fees over the next five years as a
consultant to JBS.  Senior Vice President Lonnie Ken Pilgrim
would continue to draw a more than $250,000 a year for his work
at the company, Mr. McDonald added.

Judge Lynn, however, rejected Black Horse's argument that the
$7.5 million to be paid to "Bo" Pilgrim should be available to
all shareholders, Dow Jones related.  "The fact that JBS entered
into a transaction with Mr. Pilgrim should not affect" whether a
plan should be approved by the court, Judge Lynn ruled, as
reported by Dow Jones.

The Debtors objected to Black Horse's motion contending that the
Debtors' balloting agent identified the Pilgrim family shares by
reviewing the records of the Bank of New York Mellon, as transfer
agent.  KCC found that even if excluding the votes of the Pilgrim
family, 81.67% of Class 10(a) voted to accept the Plan, which is
more than the required two-thirds vote under Section 1129 of the
Bankruptcy Code, Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP in Dallas, Texas said.

Therefore, the Debtors contend that the Motion is moot.
Proceeding with the Motion would be a waste of estate resources
and the Court's time, Mr. Youngman asserted.

Judge Lynn also ruled that the evidence presented showed the
company didn't negotiate Mr. Pilgrim's "insider treatment," and
that committee appointed to represent the equity holders
consented to the consulting deal.

The judge did say that he wouldn't immediately approve releases
for Pilgrim's Pride executives, attorneys and lenders, Dow Jones
related.  Judge Lynn, according to the report, said he would
"more narrowly tailor" the release provision of the bankruptcy
plan and issue a written opinion.

                    About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PILGRIM'S PRIDE: Addresses Plan Confirmation Objection
------------------------------------------------------
Prior to the confirmation hearing, various parties submitted
objections to the confirmation of the reorganization plan of
Pilgrim's Pride Corp.

William T. Neary, the United States Trustee for Region 6 asked
that the "No Government Release" language be included in the
Confirmation Order.  Holders of various notes issued by the
Debtors also objected.  Black Horse Capital Management LLC and its
affiliates, owners of more than 3,000,000 shares of the Debtors'
common stock and holders of the Debtors' 8-3/8 Senior Subordinated
Notes, said the Plan is not proposed in good faith and is not fair
and equitable to holders of the Debtors' common stock.  Various
lessors including Bank of America Leasing & Capital, LLC,
objected to the Plan in connection with the terms of the
assumption of their contracts.

Plaintiffs Jennifer Hall and Jose Rocha in the RICO Action filed
in the United States District Court for the Northern District of
Alabama, Northwestern Division on March 16, 2007, against two
employees of the Debtors' Russelville, Alabama processing plant,
pointed out that the Plan ontains certain objectionable release
and injunction provisions.

Taxing Authorities that include The Fort Worth Independent School
District and the Arlington Independent School District taxing
units object to the confirmation of the Plan to the extent that
the plan treats the Taxing Units' claim as anything other than a
secured claim.

Certain growers that include The Arkansas Growers asked the Court
to deny confirmation of the Plan because it does not comply with
Section 502(c) of the Bankruptcy Code, which authorizes estimation
of claims in bankruptcy.  The Growers also complain that their
interests are impaired because (i) the overbroad releases
contemplated by the Plan deprive the Growers of legal rights to
which they would otherwise be entitled, and (ii) the lack of a
reserve to ensure payment of the Growers' claims subjects them to
risks and to expense not present for other Class 7 creditors.

FMC Corporation, a vendor and provider of salmonella control
services to the Debtors under the Spectrum Supply Contract,
stands against the confirmation of the Debtors' Plan of
Reorganization unless the Debtors specify their intentions to
assume or reject the Spectrum Supply Contract.

         Debtors' Response to Confirmation Objections

The Debtors' counsel, Stephen A. Youngman, Esq., at Weil, Gotshal
& Manges LLP, in Dallas, Texas, tells the Court that although the
Debtors have been able to resolve, or believe that they have
resolved, a number of Plan confirmation objections and cure
amount objections, other Plan Objections and Cure Amount
Objections remain unresolved.

The Debtors, Mr. Youngman says, intend to address any unresolved
Plan Objection at the hearing to confirm the Plan.  Any
unresolved Cure Amount Objections, however, will be adjourned to
the next available omnibus hearing date.

For reasons stated in a table prepared by the Debtors to address
each Plan Objection and Cure Amount Objection, the Debtors ask
the Court to overrule the Plan Objections to the extent they have
not already been withdrawn or resolved.

A full-text copy of the table of the objections and the Debtors'
response to each of their objections is available for free at:

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

The Debtors, in support of the confirmation of their Plan, submit
their Witness and Exhibit List in connection of the Court's
December 8, 2009 Confirmation Hearing.

                    About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PILGRIM'S PRIDE: Gets Jan. 31 Extension of DIP Loans
----------------------------------------------------
Pilgrim's Pride Corp. and its units obtained the Court's authority
to enter into the Fourth Amendment to the Amended and Restated
Postpetition Credit Agreement by and among the Debtors, the DIP
Lenders, and Bank of Montreal.

The DIP Credit Agreement and the Debtors' use of Cash Collateral
currently expire on December 1, 2009 -- before the currently
scheduled December 8, 2009 Confirmation Hearing, thus
necessitating an extension of the term of the DIP Credit
Agreement and the use of Cash Collateral, Martin A. Sosland,
Esq., at Weil, Gotshal & Manges, LLP, in Dallas, Texas, asserts.

Mr. Sosland states that although the Debtors believe that the
Proposed Plan of Reorganization will be confirmed and will be
substantially consummated before the end of December 2009, out of
abundance of caution, the Debtors are seeking an extension of the
maturity of the DIP Credit Agreement and the use of Cash
Collateral through the earlier of January 31, 2010, and certain
other termination events.

Mr. Sosland tells the Court that certain DIP Lenders -- BMO,
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., U.S. Bank
National Association, and ING Capital LLC -- have agreed to amend
the Credit Agreement to accommodate the Debtors' request without
any further monetary consideration being provided to the DIP
Lenders in exchange for the amendment.

In addition, in connection with the amendment, the Debtors have
asked that the DIP Lenders permanently reduce the DIP Commitments
to $250,000,000.  In connection therewith, the Continuing Lenders
committed to extend these amounts of DIP Loans to the Debtors:

Bank of Montreal                       $104,166,675
Rabobank Nederland New York Branch     $104,166,675
U.S. Bank                               $25,000,000
ING Capital LLC                         $16,666,650

Wells Fargo Bank National Association, Calyon New York Branch,
Natixis New York Branch, SunTrust Bank, and First National Bank
of Omaha also consent to the Fourth DIP Financing Amendment and
agree that from and after the effective date of the Fourth
Amendment, they will cease to be Lenders under the DIP Credit
Agreement.

                    About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PLIANT CORP: Emerges From Bankruptcy as Berry Plastics Unit
-----------------------------------------------------------
Berry Plastics Corporation said December 3, 2009, it has completed
the acquisition of 100% of the common stock of Pliant Corporation
for an acquisition purchase price of $561 million.

Pliant emerged from bankruptcy effective December 3, 2009, and
became a wholly owned direct subsidiary of Berry.  The acquisition
was funded with the proceeds from the private placement of notes
in October.  As reported by the Troubled Company Reporter, Berry
Plastics on October 29, 2009, said it would issue, through its two
newly formed, wholly owned subsidiaries:

     -- $370 million of first priority senior secured notes due
        2015; and

     -- $250 million of second priority senior secured notes due
        2014.

The First Priority Notes will bear interest at a rate of 8-1/4%
payable semiannually, in cash in arrears, on May 15 and
November 15 of each year, commencing May 15, 2010 and will mature
on November 15, 2015.

The Second Priority Notes will bear interest at a rate of 8-7/8%
payable semiannually, in cash in arrears, on March 15 and
September 15 of each year, commencing March 15, 2010, and will
mature on September 15, 2014.

The newly acquired business will be operated as Berry's Specialty
Films Division and will be run by R. David Corey, the former Chief
Operating Officer of Pliant.  Berry's current Flexible Films
Division will now be known as the Film Products Division.

A full-text copy of Berry's disclosure on Form 8-K filed with the
Securities and Exchange Commission is available at no charge at:

               http://ResearchArchives.com/t/s?4b79

                         About Pliant Corp

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
value-added film and flexible packaging products for personal
care, medical, food, industrial and agricultural markets.  Pliant
operates 16 manufacturing facilities around the world, and employs
approximately 2,800 people with annual net sales of $900 million
for the 12 months ended September 30, 2009.  Barclays Capital
acted as the exclusive financial advisor to Apollo Management,
Graham Partners and Berry Plastics in conjunction with the Pliant
restructuring process.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.

                      About Berry Plastics

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

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

                          *     *     *

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


PLUG POWER: Receives NASDAQ Non-Compliance Notice
-------------------------------------------------
Plug Power Inc. disclosed that it received a notice on December 8,
2009 from the NASDAQ Stock Market.  The notice stated that the
Company was not in compliance with NASDAQ Marketplace Rule
5450(a)(1) because the bid price of the Company's common stock
closed below the required minimum $1.00 per share for the previous
30 consecutive business days.  The NASDAQ notice has no immediate
effect on the listing of the Company's common stock.

In accordance with NASDAQ rules, Plug Power has a period of 180
calendar days, until June 7, 2010, to regain compliance with the
minimum bid price rule.  If at any time before June 7, 2010, the
bid price of the Company's common stock closes at $1.00 per share
or more for a minimum of 10 consecutive business days, NASDAQ will
notify the Company that it has regained compliance with the
minimum bid price rule.

In the event the Company does not regain compliance with the Rule
prior to the expiration of the 180-day period, NASDAQ will notify
the Company that its securities are subject to delisting.
However, the Company may appeal the delisting determination to a
NASDAQ hearing panel and the delisting will be stayed pending the
panel's determination.  At this hearing, the Company would present
a plan to regain compliance and NASDAQ would then subsequently
render a decision. The Company is currently evaluating its
alternatives to resolve the listing deficiency.

On September 30, 2009, Plug Power had cash, cash equivalents and
available-for-sale securities of $71.1 million and net working
capital of $70.4 million.

                       About Plug Power Inc.

Plug Power Inc. -- http://www.plugpower.com/-- is an established
leader in the development and deployment of clean, reliable energy
solutions, integrates fuel cell technology into motive and
continuous power products.  The Company is actively engaged with
private and public customers in targeted markets throughout the
world.


PROTOSTAR LTD: SES Offers $185MM Cash for Protostar II
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that an affiliate of SES
SA has a contract to buy ProtoStar Ltd.'s ProtoStar II satellite
for $185 million cash, absent higher and better bids at an auction
on December 16.  If the proposed revised auction procedure is
approved, SES will be the stalking horse bidder at the auction.
Competing bids would be due December 14.  The sale hearing will be
on December 18, two days following the auction.  ProtoStar says it
expects the auction will be "competitive."  The ProtoStar II
satellite was launched in May and became operational in June.

As reported by the TCR on Nov. 12, ProtoStar has won approval to
sell the ProtoStar I satellite and related equipment for $210
million to an affiliate of Intelstat Holdings Ltd.

The Official Committee of Unsecured Creditors has a suit pending
where it contends secured lenders don't have valid liens securing
aUS$10 million working capital loan and US$183 million in 12.5%
and 18% secured notes.  The creditors believe the noteholders and
working capital lenders filed notices of their security interests
in the wrong place, as a result invalidating their liens.  If the
Creditors Committee wins the lawsuit, the lenders would have an
unsecured creditor status and they won't be paid ahead of other
creditors.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.  In their
petition, the Debtors listed between US$100 million and US$500
million each in assets and debts.  As of December 31, 2008,
ProtoStar's consolidated financial statements, which include non-
debtor affiliates, showed total assets of US$463,000,000 against
debts of US$528,000,000.


RADIENT PHARMACEUTICALS: Alpha Capital Holds 6.633% Equity Stake
----------------------------------------------------------------
Alpha Capital Anstalt disclosed that it beneficially owns
1,375,042 shares or roughly 6.633% of the Common Stock of Radient
Pharmaceuticals Corporation.

Headquartered in Tustin, California, Radient Pharmaceuticals
Corporation is an integrated pharmaceutical company devoted to the
research, development, manufacturing, and marketing of diagnostic,
and premium skin care products.

At September 30, 2009, the Company had $26,160,438 in total assets
against $4,927,694 in total liabilities.  The September 30 balance
sheet showed strained liquidity: The Company had $246,048 in total
current assets against $2,950,658 in total current liabilities.

                   Going Concern Qualification

On April 15, 2009, Radient Pharmaceuticals (formerly AMDL, Inc.)
filed with the SEC an Annual Report on Form 10-K in which included
an audit opinion with a "going concern" explanatory paragraph
which expresses doubt, based upon current financial resources, as
to whether AMDL can meet its continuing obligations without access
to additional working capital.


RADLAX GATEWAY: Court to Consider Transfer of Case on December 23
-----------------------------------------------------------------
The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois will consider Bomel Construction
Co., Inc.'s motion to transfer the Chapter 11 cases of RadLAX
Gateway Hotel, LLC, et al. on December 23, 2009, at 10:30 a.m.

As reported in the Troubled Company Reporter on Nov. 18, 2009,
creditor Bomel asked the Court to transfer the Debtors cases to
the Central District of California.  Bomel wanted the case
transferred in the interest of justice and the convenience of the
parties.

Oak Brook, Illinois-based RadLAX Gateway Hotel, LLC, operates a
hotel.  The Company and its affiliates filed for Chapter 11 on
Aug. 17, 2009 (Bankr. N.D. Ill. Case Nos. 09-30047 - 09-30032).
David M. Neff, Esq., at Perkins Coie LLP, represents the Debtors
in their restructuring efforts.  In their petition, the Debtors
listed  $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in debts.


RANCHER ENERGY: Court Okays New Month to Month Lease with Landlord
------------------------------------------------------------------
In a regulatory filing Monday, Rancher Energy Corp. discloses that
on December 3, 2009, the Bankruptcy Court approved the month to
month lease between the Company and its landlord, LBA Realty Fund
III - Company III, LLC, whereby the Company agrees to pay $5,000
per month.  The order also canceled the original lease entered
into by the Company in 2006.

Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka
Metalix, Inc., develops and produces oil in North America.
It operates three fields, including the South Glenrock B Field,
the Big Muddy Field, and the Cole Creek South Field in the Powder
River Basin, Wyoming in the Rocky Mountain region of the United
States.  The Company was formerly known as Metalex Resources, Inc.
and changed its name to Rancher Energy Corp. in April 2006.
Rancher Energy Corp. was founded in 2004 and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.

At September 30, 2009, the Company's balance sheets showed
$32.4 million in total assets, $12.6 million in total liabilities,
and $19.8 million in total shareholders' equity.

A full-text copy of the Company's Form 10-Q for the three months
ended September 30, 2009., is available for free at:

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


S & K FAMOUS: Court Confirms Plan; Unsec. Claims Get 6% Recovery
----------------------------------------------------------------
S&K Famous Brands Inc. received an order from the Bankruptcy Court
confirming its proposed Chapter 11 plan.  The Debtor and the
Official Committee of Unsecured Creditors have sponsored a
liquidating Chapter 11 plan that offers (i) holders of secured,
perfected consignment and other priority claims a 100% recovery of
their claims, (ii) holders of general unsecured claims, totaling
$34.9 million with a recovery on up to six cents on the dollar and
(iii) holders of convenience claims with a 10% recovery.

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?4717

A full-text copy of the plan of liquidation is available for free
at http://ResearchArchives.com/t/s?4718

Headquartered in Glen Allen, Virginia, S & K Famous Brands, Inc.
-- http://www.skmenswear.com/-- had 214 retail stores selling
men's swimwear.  The Company shut 78 stores before it filed for
bankruptcy, and later shut 30 more stores.

The Debtor filed for Chapter 11 protection on February 9, 2009
(Bank. E.D. Va. Case No. 09-30805).  Lynn L. Tavenner, Esq., Paula
S. Beran, Esq., at Tavenner & Beran, PLC and McGuireWoods LLP
represent the Debtor in its restructuring efforts.  Its financial
advisor is Alvarez & Marsal North America LLC.  The Debtor's DIP
Lender is Wells Fargo Retail Finance LLC as administrative and
collateral agent.   The Debtor listed total assets of $41,440,100
and total debts of $35,499,00.


SAND TECHNOLOGY: Posts Net Loss for Fifth Consecutive Year
----------------------------------------------------------
SAND Technology Inc. posted a net loss for the fifth consecutive
year, reporting a net loss of:

     * C$1,192,000 for the fiscal year ended July 31, 2009,
     * C$1,272,000 for fiscal 2008,
     * C$2,526,000 for fiscal 2007,
     * C$3,927,000 for fiscal 2006, and
     * C$7,363,000 for fiscal 2005.

The Company recorded revenue of C$7,049,000 in fiscal 2009,
C$6,998,000 in fiscal 2008, C$6,729,000 in fiscal 2007,
C$5,477,000 in fiscal 2006 and C$6,096,000 in fiscal 2005.

As of July 31, 2009, the Company had total assets of C$2,740,000
against total liabilities of C$5,113,000, resulting in
shareholders' deficit of C$2,373,000.  As of July 31, 2009, the
Company had a negative Working Capital of C$363,000, from positive
working capital the past four years: C$85,000 in fiscal 2008,
C$238,000 in fiscal 2007, C$1,852,000 in fiscal 2006 and
C$5,820,000 in fiscal 2005.

According to the Company, in light of operating losses suffered in
the current and past years, its ability to realize its assets and
discharge its liabilities depends on the continued financial
support of its shareholders and debenture holders, its ability to
obtain additional financing and its ability to achieve revenue
growth.  The Company said it is executing a business plan to allow
it to continue as a going concern which is to continue to search
for additional sources of debt and equity financing, and achieve
profitability through cost containment and revenue growth.  There
can be no assurance that the Company's activities will be
successful.

On October 28, 2009, SAND Technology Co-Founder and Chief
Executive, Arthur Ritchie, said that on reaching the age of 65, he
plans to retire and step down as CEO by the end of October.  He
agreed to remain as the company's Chairman working in an advisory
capacity.  Additionally he will focus on assisting the CEO's
smooth transition including strengthening existing customer and
partner relationships.

Tom O'Donnell, current board member and a major shareholder of
SAND, was appointed as President and CEO effective November 1,
2009.  Mr. O'Donnell is the CEO and founder of Edge Specialists --
an independent software vendor of derivative trading tools.  He is
a co-inventor of two extensive trading software patents, a C.P.A.
and a graduate of Harvard Business School.  His extensive career
in the software and financial markets makes him highly qualified
for his new role.

A full-text copy of the Company's annual report on Form 20-F is
available at no charge at http://ResearchArchives.com/t/s?4b77

                       About SAND Technology

Headquartered in Montreal, in Canada, SAND Technology Inc.
(OTCBB:SNDTF) provides Data Management Software and Best Practices
for storing, accessing, and analyzing large amounts of data on-
demand while lowering TCO, leveraging existing infrastructure and
improving operational performance.


SANDRIDGE ENERGY: Moody's Assigns 'B3' Rating on $400 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 4; 63%) rating to
SandRidge Energy's pending $400 million ten-year senior unsecured
note offering.  Moody's affirmed SD's existing B3 note ratings
(adjusting the LGD point scores to B3 (LGD 4; 63%) from (LGD 5;
75%) and B2 Corporate Family Rating.  The rating outlook is
stable.

Together with approximately $400 million in common and preferred
stock offerings, note proceeds will fund SD's pending $800 million
acquisition of Permian Basin oil and gas properties from Forest
Oil.  Though the acquisition comes at a very high cost per current
daily flowing barrel of oil equivalent, the acquisition funding
mix adequately mitigates risk to bondholders at the current
ratings.

Approximately 46% of SD's estimated 80 mmboe of acquired proven
reserves is proven developed.  SD is paying an extremely high
$105,000/Boe per flowing daily Boe of production for Forest's oil-
weighted Permian Basin properties, believing that it has
identified 1,500 qualified drilling locations.  In paying a less
extreme $22.72/Boe of PD reserves, it appears that the producing
portion of the properties contains a very large proportion of low
productivity wells late in their decline curves.  The
approximately 1,000 producing wells on the property do in fact
average a low roughly 7.6 Boe of daily production per well.

However, the ratings are supported by an improved asset mix.  The
acquisition intensifies SD's existing Permian oil-weighted
activity in the Central Basin Platform and adds important
diversification of production and reserve replacement risk to SD's
asset mix.  In particular, the acquisition takes some pressure off
of SD's core Pinon Field program in the West Texas Overthrust Belt
to drive production replacement and growth.  It also boosts oil
and natural gas liquids up from 17% to 26% of production.  The
company remains well hedged, with approximately 75% of expected
2010 production hedged at an attractive $8.90/Mcfe, protecting
SD's 2010 capital program.

Nevertheless, SD remains very highly leveraged and it will
significantly outspend 2010 cash flow for drilling and
development.  Organic leverage reduction would be restricted to
the degree to which production and PD reserves grow faster than
debt with successful productive drilling.  SD will need to begin
reversing two consecutive quarters of production decline arising
from curtailed 2009 drilling activity and a production bottleneck
in the Pinon Field that will exist until the Century gas
processing plant is completed to treat SD's CO2-laden Pinon
natural gas production.

Moody's estimates that the acquisition cost, loaded for future
capital spending needed to bring the acquired proven undeveloped
and PDNP reserves to production, equates to approximately $15/boe
to $16/boe in outlays for the acquired total proven reserves.
Including 75% of the preferred stock as debt, Moody's estimate
pro-forma leverage of $14.98/Boe on PD reserves and an extremely
high $54,555/Boe of daily production.  Excluding the preferred
shares from leverage, leverage on PD reserves would be
approximately $13/Boe and leverage on daily production would be
approximately $48,000/Boe.  Leverage on PD reserves remains
substantially unchanged but leverage on production increases
approximately 7% over third quarter 2009 levels.

Rating improvement would depend on continued cost effective
drilling results, positive sequential quarter production trends
roughly commensurate to the amount of capital reinvested, and
substantial leverage reduction.

Downside risk could result if SD's drilling programs under-
perform, if SD fails to substantially reduce leverage over the
course of 2010, or it otherwise materially boosts leverage in the
meantime as measured on production PD and total reserves.

After a sustained period of negligible reinvestment by Forest, SD
believes the properties and identified drilling locations will
readily respond commercially to drilling capital and a
comparatively large drilling program.  SD estimates that initial
production per new well would average 124 Boe per day, though
subsequently decline steeply by an average of 60% in the first
year of production.  This will require substantial sustained
annual drilling on the properties to hold production steady or
generate growth.

The last rating action was May 11, 2009, when Moody's assigned a
B3 (LGD; 75%) rating to SandRidge's senior unsecured note offering
with a stable outlook.  Moody's also affirmed SD's B2 Corporate
Family Rating, B2 Probability of Default Rating, and B3 senior
unsecured note rating.  The LGD point estimates were changed to
LGD5; 75% from LGD 5; 70%.

SandRidge Energy, Inc., is headquartered in Oklahoma City,
Oklahoma.


SANDRIDGE ENERGY: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on SandRidge Energy Inc. to 'B+' from 'B'.
S&P removed the ratings from CreditWatch where they were placed on
Dec. 2, 2009, with positive implications, following SandRidge's
announcement that it intends to purchase $800 million of oil and
gas properties from Forest Oil Corp. (BB-/Stable/--).  The outlook
is stable.

Standard & Poor's also raised its ratings on the company's
existing senior unsecured notes to 'B+' (same as the corporate
credit rating) from 'B-' and revised the recovery rating to '4',
indicating expectation of average (30%-50%) recovery in the event
of a payment default, from '5'.

In addition, Standard & Poor's assigned its issue-level and
recovery ratings to the company's pending $400 million senior
unsecured notes issuance.  The issue rating is 'B+' (the same as
the corporate credit rating) and the recovery rating is '4',
indicating expectation of average (30%-50%) recovery in the event
of a payment default.

"The two-notch upgrade in the notes reflects the raising of the
corporate credit rating and the revision of the recovery rating to
'4'," said Standard & Poor's credit analyst David Lundberg.

"The ratings on SandRidge Energy Inc. reflect its highly leveraged
financial profile and geographic concentration in the Pinon Field
in West Texas, as well as S&P's expectation that near-term natural
gas prices will remain weak," added Mr. Lundberg.  The ratings
also reflect SandRidge's competitive finding and development
costs, strong hedge positions, and experienced management team.

The pending acquisition improves SandRidge's business risk profile
by providing the company a more balanced production mix between
natural gas and liquids, as well as a new geographic operating
area in the Permian Basin.  The properties SandRidge will acquire
contain an estimated 80 million barrel of oil equivalent (boe) of
total proved reserves, of which an estimated 65% are liquids and
44% developed.  Current daily production is approximately 7,600
boe.  As a result of the acquisition, SandRidge expects 2010
production will increase to roughly 365 million cubic feet
equivalent (mmcfe) per day from 274 mmcfe currently.  Liquids are
expected to constitute 27% of total production, up from 17%
currently.

The stable outlook balances the company's strong hedge position
and improved production mix with S&P's bearish near-term outlook
for natural gas prices and the company's expected cash flow
deficit in 2010.  A positive rating action is unlikely until S&P
gain further confidence in near-term natural gas fundamentals and
the company reduces leverage by at least a half a turn on an
EBITDAX basis.  S&P could consider a negative rating action if
liquidity becomes tighter toward the end of 2010 or early 2011 as
a result of weak natural gas prices combined with its aggressive
capital spending plan, or if adjusted debt to EBITDAX increases
above 4.5x.


SEMGROUP LP: Consummates Plan, Exits Chapter 11
-----------------------------------------------
SemGroup LP implemented the Chapter 11 plan that the bankruptcy
court approved in an Oct. 28 confirmation order.  The Plan, which
distributes more than $2.5 billion in value to its stakeholders,
was declared effective November 30.

The Plan is supported by access to a $500 million exit financing
facility.  Distributions to creditors will begin immediately.
Creditors will receive distributions in the form of cash, common
stock and common stock warrants, as well as interests in a
Litigation Trust.  SemGroup expects its common stock to begin
trading on a National Security Exchange by mid-2010.

"While the restructuring was a challenging process, we are truly
proud of the results.  We are implementing a plan that was
overwhelmingly supported by our creditors and that provides
SemGroup with the liquidity and financial flexibility needed to
compete in the current economic environment and beyond," said Norm
Szydlowski, the company's president and chief executive officer.

"We are emerging from Chapter 11 restructuring with all of our
major businesses intact," Szydlowski said. "This will ensure the
company remains a leader in the processing, transporting,
terminalling and storing of energy."

                     About SemGroup LP

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court
of its Fourth Amended Plan of Reorganization on October 28, 2008.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SIX FLAGS: LACSD Wants to Compel Assumption of Contract
-------------------------------------------------------
The Los Angeles County Sheriff's Department asks the Court to
compel the Debtors to assume a supplemental written contract
entered into between the County of Los Angeles and the Debtors.
Further, LACSD asks the Court to require that the Debtors provide
immediate security for payment to the LACSD for postpetition
services that LACSD has provided the Debtors.

Under the supplemental written contract, the LACSD provides
supplemental law enforcement services at the Debtors' Magic
Mountain facility located in the unincorporated community of
Valencia, California.  The term of the Supplemental Services
Agreement is for five years, commencing December 1, 2008, through
November 30, 2013, and has an estimated value of an annual sum of
$758,208.

Jeffrey C. Wisler, Esq., at Connolly Bove Lodge & Hutz LLP, in
Wilmington, Delaware, tells the Court that services on the
Supplemental Agreement are ongoing, and postpetition payments
have been made to the County and are current.  However, he says,
since the filing of the Debtors' Chapter 11 case, the Debtors
have not sought to assume the Supplemental Services Agreement and
the Debtors have provided no assurance of payment in light of the
prepetition amounts which remain outstanding in the amount of
$328,022.

The Court will convene a hearing to consider this motion on
December 18, 2009.  Objections, if any, will be due by
December 11.

                          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).


SIX FLAGS: To Seal Reports on Non-Debtor Park
---------------------------------------------
Six Flags Inc. and its units seek the Court's authority, pursuant
to Rule 2015.3 of the Federal Rules of Bankruptcy Procedure, to
file under seal Rule 2015.3 Reports for a Non-Debtor Park.

Rule 2015.3 requires the Debtors to file, within five days before
the first date set for the meeting of creditors under section 341
of the Bankruptcy Code and no less than every six months
thereafter, Reports for "each entity that is not a publicly
traded corporation or a debtor in a case under Chapter 11, and in
which the estate holds a substantial or controlling interest."
Rule 2015.3(c) creates a presumption that an entity of which the
estate controls or owns at least 20% interest will be presumed to
be an entity in which the estate has a substantial or controlling
interest."

Section 107(c) of the Bankruptcy Code, however, allows the Court
"for cause" to protect an individual in connection with certain
types of information, including any means of identification,
"where disclosure of that information would create an undue risk
of . . . unlawful injury to the individual or the individual's
property."

On September 24, 2009, the Debtors filed their Periodic Report
regarding operations and profitability of entities in which the
Debtors hold substantial or controlling interest.  The Debtors
did not include financial information regarding the Non-Debtor
Park in that report.

The Non-Debtor Park is located in a potentially unstable region
of a foreign county.  The Debtors believe that publicizing the
Rule 2015.3 Reports for the Non-Debtor Park -- and making
available commercial information relating to the Non-Debtor
Park's employees, assets and liabilities -- would compromise
personnel safety and employee well-being at the Non-Debtor Park.
Moreover, the Debtors believe that given the region's
instability, the financial risks that would flow from publicizing
this information would significantly harm the Debtors' estates.

The Debtors submit that the filing under seal of the Rule 2015.3
Reports relating to the Non-Debtor Park, which contain commercial
information posing a risk of significant harm to the Non-Debtor
Park, its employees and other personnel, would allay these
pressing concerns, and that the filing of these reports under
seal is necessary and appropriate in these circumstances.

If the Debtors' request to file under seal is granted, the
Debtors propose to provide unredacted copies of the Rule 2015.3
Reports for the Non-Debtor Park to the Receiving Parties, subject
to their agreement to keep the Rule 2015.3 Reports confidential.

The Court will convene a hearing to consider this motion on
December 18, 2009, at 2:00 p.m., Eastern Standard Time.
Objections will be due by December 8.

                          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).


SIX FLAGS: Wants to Seal Exit Financing Fee Letters
---------------------------------------------------
Six Flags Inc. and its units seek the Court's authority to file
under seal confidential fee letters between the Debtors and (i)
J.P. Morgan Securities, Inc./JPMorgan Chase Bank, N.A., Bank of
America Securities LLC/Bank of America, N.A., Barclays Capital,,
and Deutsche Bank Securities Inc./Deutsche Bank Trust Company
Americas; and (ii) TW-SF LLC, an affiliate of Time-Warner, Inc.

Further, the Debtors ask the Court to direct that the Fee Letters
remain confidential and under seal, except for the Court, the
Office of the U.S. Trustee for the District of Delaware, and
those parties-in-interest provided with a hard-copy of the Fee
Letters at the December 4, 2009, Disclosure Statement Hearing.

Daniel J. DeFrancheschi, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, says the Fee Letters contain
confidential commercial information regarding payments to be made
by the Debtors to their Lenders in connection with the Debtors'
proposed exit financing in these Chapter 11 Cases.  Moreover, the
Fee Letters contain explicit, bargained-for confidentiality
provisions that recognize the significance of protecting their
contents from disclosure to any other party, with certain
narrowly-circumscribed exceptions.

                          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: PwC Charges $2.3 Mil. for Feb. to June Work
----------------------------------------------------------
These professionals sought and obtained approval of their
quarterly applications for payment of fees and reimbursement of
expenses incurred from February to June 2009:

  Professional                          Fees         Expenses
  ------------                          ----         --------
  PricewaterhouseCoopers LLP       2,316,009          192,488
  Sidley Austin LLP                1,462,929           32,252
  Ernst & Young LLP                  792,901           22,965
  FTI Consulting, Inc.               775,000           21,027

  Kramer Levin Naftalis &            712,844           29,907
  Frankel LLP

  Houlihan Lokey Howard &            600,000           46,081
  Zukin Capital, Inc.

  Studley, Inc.                      516,265          413,012
  Lazard Freres & Co. LLC            500,000            6,756

  Armstrong & Teasdale LLP           354,589           28,490
  Bennett Jones LLP                  164,459           39,479

  Young Conaway Stargatt &            98,843           15,070
  Taylor LLP

  Pachulski Stang Ziehl               34,244            9,447
  & Jones LLP                         26,493            7,290

  Warren H. Smith & Associates           494                0
  P.C.

                          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: M. Jackson Disposed of 19,800 Shares of Stock
------------------------------------------------------------
In separate Form 4 filings with the United States Securities and
Exchange Commission made from November 16 to December 2, 2009,
these officers of Smurfit-Stone Container Corporation reported
that on these dates, they disposed shares of SSCC common stock in
different transactions:

                                            Ownership
                          Shares              After
  Name/Position          Disposed   Price  Transaction    Date
  -------------          --------   -----  -----------    ----
  Jackson, Mack C. III     19,816   $0.51       500     11/13/09
  SrVP & GM
  Containerboard Mills

  Neumann, Susan            7,500    0.49         0     11/16/09
  SrVP Corp.
  Communications

  O'Connor, James J.          750    0.48     2,524     11/30/09
  Director

                          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: Monitor Supports Edmonton Sale
---------------------------------------------
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 ninth 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 Ninth
Report is to provide the Court with an overview of the proposed
sale by MBI Limited/Limitee, as general partner of Smurfit MBI,
of:

  * the Edmonton container plant property, located at 8705-24
    Street, Edmonton, Alberta to General Realty Group Ltd. or
    its nominee, and

  * an industrial building located at 220 Water Street, Whitby,
    Ontario to Andreas Apostolopoulos, in trust for a company to
    be formed or an existing corporation and without personal
    liability, and

to provide the Monitor's recommendation.

General Realty executed an offer to purchase the Edmonton
Property for $4.5 million, subject to certain adjustments.
General Realty has provided a $500,000 deposit, which will be
paid to MBI Limited/Limitee in the event the transactions
contemplated by the Offer to Purchase do not close as a result of
a breach of the Offer to Purchase by General Realty.

The purchase price payable for the Whitby Facility is $2,150,000,
subject to certain adjustments.  Mr. Apostolopoulos has provided
a deposit of $50,000 and is to provide a second $50,000 deposit
upon the satisfaction or waiver of certain conditions.

The Deposits will be paid to MBI Limited/Limitee in the event the
transactions contemplated by the Agreement of Purchase and Sale
do not close due to the default of Mr. Apostolopoulos.

The forecasted net sale proceeds are approximately $4.1 million
for the Edmonton Facility and $1.7 million for the Whitby
Facility.  The Monitor discloses that the proceeds of both Sales
will be applied to SSC Canada's outstanding obligations under the
DIP Facility -- which is presently approximately $7.2 million --
to the extent any obligations remain outstanding.  The balance of
any sale proceeds will go into SSC Canada's general operating
account.

The Monitor submits that using the net sale proceeds from the
transactions to pay down the DIP Facility is a prudent use of the
funds by the CCAA Entities.

A full-text copy of the Monitor's 9th Report is available for
free at http://bankrupt.com/misc/SSC9thMonRep.pdf

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Claims Up from 40s to 60s in November Trading
------------------------------------------------------------
Bill Rochelle at Bloomberg News, citing reports filed with the
bankruptcy court, says that during November, 902 claims were
traded.  The aggregate face amount of the claims was $418 million.
Unsecured claims against Smurfit-Stone Container Corp. have risen
in the secondary market from the low 40% range to the low to mid
60% in the last four to six weeks, according to SecondMarket Inc.,
which describes itself as the largest secondary market for
illiquid assets.

                        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: Creditors Aim To File Own Ch. 11 Plan
---------------------------------------------------
Law360 reports that the unsecured creditors of Spansion Inc. on
Wednesday asked to be allowed to file a rival Chapter 11 plan for
the flash memory chip maker, arguing that an amended restructuring
plan filed by Spansion, with the consent of a consortium of
convertible debt holders, is an attempt to punish the unsecured
creditors.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPRINT NEXTEL: Directly Owns 48,924,061 iPCS Common Shares
----------------------------------------------------------
Sprint Nextel Corp. has filed an initial statement of beneficial
ownership of common shares in iPCS, Inc., on Form 3 with the
Securities and Exchange Commission.

Pursuant to an agreement and plan of merger, dated as of
October 18, 2009, by and among iPCS, Inc., Sprint Nextel
Corporation, and Ireland Acquisition Corporation, a wholly-owned
subsidiary of Sprint Nextel, Ireland Acquisition commenced a
tender offer to purchase all of the issued and outstanding shares
of common stock, par value $0.01 per share, of iPCS, for $24.00
per share, net to the seller in cash, without interest and less
any applicable withholding taxes, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated
October 28, 2009, and in the related letter of transmittal.

As a result of the merger, the separate corporate existence of the
Ireland Acquisition ceased and the iPCS continues as the surviving
corporation of the merger and a wholly-owned subsidiary of Sprint
Nextel.

Sprint Nextel discloses that it acquired all of the shares not
previously tendered pursuant to the offer at the offer price.  As
a result it now directly owns 48,924,061 shares of common stock of
iPCS, par value $0.01 per share.

                        About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.

                     About Sprint Nextel

Overland Park, Kansas-based Sprint Nextel Corporation --
http://www.sprint.com/-- offers a comprehensive range of wireless
and wireline communications services bringing the freedom of
mobility to consumers, businesses and government users.  Sprint
Nextel is widely recognized for developing, engineering and
deploying innovative technologies, including two wireless networks
serving more than 48 million customers at the end of the third
quarter of 2009 and the first and only 4G service from a national
carrier in the United States; industry-leading mobile data
services; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone.

As of September 30, 2009, the company had $55.648 billion in total
assets against $37.414 billion in total liabilities.  As of
September 30, 2009, the company had $5.9 billion in cash, cash
equivalents and short-term investments and $1.6 billion in
borrowing capacity available under its revolving bank credit
facility, for total liquidity of $7.5 billion.

                        *     *     *

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating.  Standard & Poor's Ratings Services said its rating
on Sprint Nextel (BB/Negative/--) is not affected by the company's
definitive agreement to acquire iPCS Inc.


SPX CORPORATION: Fitch Says Rating Trends Stable
------------------------------------------------
According to Fitch Ratings, the number of negative rating actions
for the U.S. Diversified Industrials sector is likely to be much
lower in 2010 than in 2009 as rating trends are expected to
stabilize.  A return to economic growth across many regions, the
gradual completion of restructuring and downsizing programs, focus
by issuers on stronger balance sheets, and a more stable operating
environment compared to the early phase of the global recession
will all contribute to more stability next year.  The pace of
ratings downgrades in the broader U.S. corporate bond market
slowed materially in the third quarter of 2009, which would be
consistent with expectations for a slowly improving global economy
and better performance by most companies in the diversified
industrial sector.

'Currently, Negative Rating Outlooks among diversified companies
rated by Fitch significantly outnumber Positive Outlooks, but as
issuers repair their credit profiles, Negative Outlooks could be
revised to Stable and upgrades could increase,' said Eric Ause,
Senior Director at Fitch.  'Positive rating actions would be
expected to occur late in the credit cycle, possibly after 2010 as
a return to stronger credit metrics may be slower than usual,
which reflects the severity of the recent recession, simultaneous
stresses in the credit markets that have pressured liquidity, and
the potentially anemic pace of an economic rebound.'

Issuers Expected to Rebuild Balance Sheets in 2010:

Entering 2010, leverage is at relatively high levels for many
diversified companies.  Higher-than-normal leverage is not unusual
at this stage of the credit cycle and is due largely to lower
operating results.  When operating results eventually improve,
leverage can also be expected to improve.  However, the recovery
is anticipated to be slow which could hinder a return to lower
leverage.  This concern is partly mitigated by a trend towards
managing balance sheets more conservatively in response to
difficult capital markets and the evident value of liquidity.
Several diversified companies issued meaningful amounts of equity
in the first nine months of 2009 (GE, JCI, KMT, TXT), not
including ETN which issued equity in 2008, and two issuers (GE,
TXT) cut their dividends.  Acquisition activity has been quiet but
could increase in 2010, reflecting recent increases in valuations.

Rebound in Operating Performance Expected to be Slow:

Sales in 2010 for U.S. diversified companies are expected to
improve slowly from trough levels reported during 2009, but the
recovery from the recent recession could be fitful.  Fitch
anticipates that a full recovery will not occur until late-cycle
sectors of the economy begin to revive, possibly as late as 2011.
Underpinning Fitch's Diversified outlook is the firm's most recent
global economic outlook, which as of October 2009 calls for global
GDP to shrink 2.8% in 2009, the first time annual growth has been
negative since WWII, followed by expected global growth recovery
to 2% in 2010 and 2.7% in 2011.  In the major advanced economies
(MAEs) where diversified companies still conduct the bulk of their
business, GDP is forecast to decline 3.7% in 2009 and return to a
tepid growth rate of 1.2% in 2010.  Fitch expects GDP to grow 6.5%
in the BRIC countries (Brazil, Russia, India, China) in 2010.
Although global GDP looks set to return to positive growth, the
absolute level of GDP is low, and it is possible that in the U.S.
GDP may not return to the 2008 level until 2011.

Mixed Revenue Outlook:

Diversified companies typically are composed of a mix of early-,
mid- and late-cycle businesses.  They also sell into diverse
geographic end-markets.  As a result, the pace at which sales
recover will vary by issuer depending on each issuer's customer
base.  On a sequential basis, demand generally stopped falling by
the third quarter of 2009.  In many late-cycle markets, orders
have stopped falling, although actual sales could decline for
another quarter or two.  Most issuers remain cautious about
predicting the strength and timing of a rebound in sales.  Normal
economic signals are obscured by several factors: 1) inventory
destocking earlier in 2009, followed by re-stocking which would
represent a non-recurring boost to sales, 2) the U.S. cash-for-
clunkers program that accelerated the replacement of older
vehicles in the automotive sector, and 3) stimulus spending in
China and cash-for-clunkers programs in Europe.

Late-cycle businesses such as non-residential construction will
remain weak well into 2010, offsetting improvements in early cycle
businesses.  In the aerospace sector, Fitch expects large
commercial aircraft deliveries by Boeing and Airbus to decline
approximately 5% (excluding potential 787 deliveries) from 2009,
but there is a risk of additional production cuts, especially in
2011.  However, high backlogs at Boeing and Airbus should buffer
the expected decline.  The aerospace aftermarket could show some
improvement in late 2010 after declining sharply in 2009 due to a
reduction in the number of flights and the cannibalization of
parked planes by the airlines.  Business jet deliveries appear
likely to decline further in 2010 following a very weak year in
2009.  Fitch expects business jet deliveries for all of 2009 to
fall 35-40% from a cyclical peak in 2008, and a peak to trough
decline of 50% would not be unrealistic.  Diversified companies
with material exposure to aerospace include GE, ETN, HON, TXT and
UTX.

Non-residential construction is expected to fall 12% in 2010
following a 16% decline in 2009 according to the American
Institute of Architects' most recent Consensus Construction
Forecast.  It is possible that conditions could be weak well
beyond 2010, depending on trends in vacancy rates and the
availability of financing.  Most diversified companies have some
exposure to non-residential construction through electrical
products (CBE, HUBB, ETN, TNB), controls and systems (HON, JCI),
elevators (UTX), scaffolding (HSC) and a wide variety of other
products and services.  Some non-residential markets will benefit
from expected spending related to stimulus and energy conservation
projects, particularly institutional buildings for which the
outlook is not as negative as it is for office, retail and
industrial buildings.

The U.S. market is expected to fare worse than other regions
around the globe.  Europe is also weak.  Developing markets have
largely performed better than developed markets and should return
to normal growth more quickly.  As the U.S. represents a large
share of total non-residential construction, a protracted downturn
in non-residential construction will temper the impact of
improving results in other parts of the economy.  Residential
construction also is a significant market for diversified
companies.  The sector has shrunk so much over the past few years
that there is not much downside risk.  On the other hand, it is
not clear how quickly the sector will recover given the large
inventory of homes, a lack of liquidity affecting private
financing, and declining valuations that leave many homeowners
with negative equity.

The outlook is more positive for shorter-cycle, consumption
oriented businesses (services and parts) that should benefit from
a resumption of stable economic activity.  However, absolute sales
levels are currently low and growth seems likely to be tepid as
there are few end-markets where strong demand is expected.  Sales
growth could vary across sectors depending on their location in
the capital investment chain.  Sales of longer-lived parts and
equipment may only recover gradually as existing production
capacity and equipment is brought to full capacity or used up.
Exceptions include certain energy and infrastructure markets.
These markets are less directly tied to economic cycles than to
long-term demand for energy and to demographic trends that affect
public funding for water and transportation projects.

Margins to Benefit from Cost Controls and Stabilizing Sales:

During 2010 diversified companies can be expected to rebuild
margins as they complete restructuring efforts and align costs
with lower sales levels.  Margin performance has varied widely in
2009.  Some companies (UTX, TNB, FLS) reacted early or were able
to take advantage of a variable cost structure to limit margin
declines.  In other cases, orders and sales dropped sharply,
particularly in short-cycle businesses, contributing to temporary
quarterly losses (KMT, ETN, JCI).  Profitability typically was
restored by the third quarter of 2009 when sales stopped falling
at the rapid pace that occurred in the first half of the year.
Although conditions should be more stable in 2010 than during
2009, demand remains weak and diversified companies will be
challenged to balance the risk of excess capacity with the
possible loss of market share when demand eventually improves.  In
late-cycle businesses, margins could remain under pressure well
into 2010 until the recession runs its course.  This concern is
mitigated by a long order cycle, relative to short-cycle
businesses, that helps smooth out production and reduce sales
volatility.  Cancellations by customers remain a risk, however, as
does the availability of financing that often is an important
factor in long-cycle projects.  Government stimulus spending may
limit these risks depending on where and when it is used.

Other items could also affect margins in 2010.  Raw material costs
have fallen dramatically since peaking in 2008.  However, some
costs, such as oil and copper, have subsequently rebounded,
highlighting volatility as an ongoing risk.  In the near term, a
weak economy can be expected to keep raw material costs at
moderate levels.  Pricing represents another risk.  To date there
has been limited pricing pressure, but it could increase as old
contracts run off and as diversified companies and their customers
continue to adjust to a period of low demand.  Finally, pension
expense could increase depending on market conditions.  Any cash
impact on pension contributions would appear to become more
significant after 2010.

Restructuring to Wind Down Gradually:

As restructuring is gradually completed, margins in 2010 will be
supported by lower costs and the absence of restructuring charges.
Any increases in volume would also support margins through better
absorption.  Margins in 2010 may not increase to levels seen prior
to the recession, but they should improve on a sequential basis
compared to cyclical lows, many of which occurred in the second
quarter of 2009.  Steep sales declines in the first half of 2009
depressed operating margins, sometimes causing losses in certain
businesses as capacity couldn't be reduced quickly enough to
offset lower volumes.

Temporary cost reductions were initiated by a large number of
diversified companies during 2009 to protect profits and preserve
liquidity.  Their eventual reversal could partly negate the
positive impact of restructuring.  Some temporary cost reductions
have already been reversed, but others remain in place and may not
be reversed until economic conditions improve further.  Temporary
cuts included furloughs and reductions to compensation such as
bonuses and 401(k) plans.

Free Cash Flow Could Decline Modestly:

Fitch anticipates that cash from operating activities in the near
term may be only slightly lower than historical levels, relative
to income.  As explained above, aggressive restructuring has
enabled many diversified companies to limit margin declines to
modest levels.  Working capital reductions have supported cash
flow during 2009 as sales have fallen.  Sales growth in 2010 could
reverse this trend and require cash to be invested in working
capital, but amounts likely would not be large given expectations
for slow economic growth.

Pension liabilities continue to be a concern.  Although asset
returns in 2009 have been favorable, interest rates remain low and
may negate a portion of asset returns when net pension liabilities
are calculated at the end of 2009.  In many cases, required
pension contributions in 2010 may remain low, but they could
increase in subsequent years unless further strong asset returns
and/or an increase in the discount rate help to reduce net pension
liabilities.

Fitch does not expect capital expenditures to increase
substantially in 2010 compared to reduced levels in 2009.  The
primary driver is the lack of investment opportunities related to
slow growth, although some issuers in 2009 reduced capital
spending in an effort to preserve liquidity in the face of
difficult conditions in the debt markets.  As with working
capital, any benefit to free cash flow would likely be reversed
once sales improve and companies look to take advantage of
internal growth opportunities.

Uncertain Impact of Discretionary Expenditures:

Acquisitions may become more common in 2010 as visibility into
end-market demand improves further.  Most diversified companies
continue to maintain a list of potential acquisitions and could
act quickly.  Acquisition activity was relatively low in 2009 due
to a focus by some issuers on preserving liquidity, the related
issue of limited availability or high cost of financing, the
unwillingness of sellers to accept low prices, and a priority on
restructuring existing operations.

Share repurchases could increase in 2010 but are not likely, in
Fitch's view, to be nearly as substantial as in previous years.
Issuers are focused on maintaining a strong balance sheet to
offset the impact of weaker earnings, a lack of confidence in the
availability of financing, and uncertainty about the economy.
Even UTX and SPW, which are among the more consistent companies
with respect to discretionary cash deployment, have scaled back
share repurchases until conditions improve.

Liquidity and Financing Expected to be Manageable:

Disruptions in the capital markets during the past two years have
faded but could have a long tail.  Government support played a
major role in stabilizing the capital markets and it continues to
be important.  Despite investor confidence that contributed to
strong market returns during 2009, it is unclear to what degree
the capital markets still depend on government support or how
quickly government support will be phased out.  Diversified
companies sell into end-markets where financing may be needed to
fund projects or large equipment.  If the availability of
financing continues to be problematic for customers of diversified
companies, future sales could be negatively affected.

Among the diversified companies rated by Fitch, financing
continues to be available and liquidity concerns have been
addressed successfully.  The only exception was TXT's drawdown of
its bank facilities in February 2009 as a defensive action to
protect its liquidity while it proceeds with the wind-down of non-
captive financing at Textron Financial.  Even so, TXT was
subsequently able to issue debt and equity.  Although issuers are
able to access the capital markets, there are concerns about
market reliability.

Issuers are likely to be less sensitive to conditions in the
commercial paper market in 2010 than during the past one to two,
largely because they have taken a more cautious approach to
managing their balance sheets in response to the previous capital
market disruptions.  A number of issuers paid down commercial
paper balances with proceeds from long-term debt or equity, while
others paid down commercial paper as a way to reduce total debt
and control leverage.  Due to continuing uncertainty surrounding
the capital markets, issuers could continue to look for
opportunities to issue debt in 2010 while interest rates are
favorable.

Bank financing has become more restrictive, most notably when
issuers look to renew revolving credit facilities that typically
represent an important source of liquidity.  Previous market
losses and growing delinquencies that normally accompany
recessions have pressured bank to improve their capitalization and
reduce their risk exposure.  As a result, banks are offering less
favorable terms.  In most cases, revolving credits are being
renewed at lower amounts, shorter terms and higher pricing.  If
such terms don't eventually return toward previous levels, issuers
may consider increasing their reliance on long-term debt and other
sources of financing.

Strategic Implications:

The impact of the recession on credit metrics for certain issuers
(ETN, JCI, TXT) has been exacerbated by a variety of factors such
as acquisitions, end-market exposure, or strategic actions.
Depending on the path of the economic recovery, more time than
usual may be needed to return credit metrics to normal levels at
these and other issuers similarly affected.  Debt reduction can be
expected to be a priority.  However, a long-term risk is the
possibility that it may be difficult to regain stronger credit
metrics while at the same time funding strategically important
activities such as acquisitions.  As a result, there potentially
could be a trade-off, at least in the short run, between
profitability and competitiveness on one hand and, on the other
hand, a strong balance sheet and financial flexibility.

Issuers in the Diversified Industrial Sector:

Fitch-rated issuers and their current Issuer Default Ratings in
the U.S. diversified industrial sector:

  -- Cooper Industries (CBE) ('A'; Outlook Stable)
  -- Dover (DOV) ('A'; Outlook Negative)
  -- Eaton (ETN) ('A-'; Outlook Negative)
  -- Flowserve (FLS) ('BB+'; Outlook Positive)
  -- Fluor (FLR) ('A-'; Outlook Stable)
  -- Harsco (HSC) ('A-'; Outlook Stable)
  -- Honeywell (HON)('A'; Outlook Negative)
  -- Hubbell (HUBB) ('A'; Outlook Stable)
  -- IDEX (IEX) ('BBB+'; Outlook Stable)
  -- ITT Corporation (ITT) ('A-'; Outlook Stable)
  -- Johnson Controls (JCI)('BBB'; Outlook Stable)
  -- Kennametal (KMT) ('BBB-'; Outlook Negative)
  -- Parker-Hannifin (PH) ('A'; Outlook Stable)
  -- Rockwell Automation (ROK) ('A'; Outlook Negative)
  -- SPX Corporation (SPW) ('BB+; Outlook Stable)
  -- Textron (TXT) ('BB+'; Outlook Negative)
  -- Thomas & Betts (TNB) ('BBB'; Outlook Stable)
  -- Tyco International Ltd. (TYC) ('BBB+'; Outlook Stable)
  -- United Technologies (UTX) ('A+'; Outlook Stable)


STERLING MINING: Minco Silver Submits US$12.5-Mil. Offer
--------------------------------------------------------
Minco Silver Corporation has made a firm offer of US$12,500,000 to
acquire a 100% interest in Sterling Mining Company.

On December 2, 2009, Sterling filed with the United States
Bankruptcy Court in the District of Idaho a disclosure statement
providing information concerning Sterling's proposed plan of
reorganization indicating that Minco Silver's offer is the best
offer.

Pursuant to the provisions of Sterling's plan of reorganization
Minco Silver will credit bid the full amount of its' secured claim
estimated at USD$9,400,000, with the balance (approximately
USD$3,100,000) paid in cash.

Minco Silver continues to fund Sterling's expenses associated with
the care and maintenance of the Sunshine Mine and all of its'
administrative costs pursuant to the terms and conditions of the
Court approved Supplemental Post Petition Secured Financing
Agreement.

The Canadian Press says Minco Silver's US$12.5 million credit bid
-- comprised of a US$9.4 million secured claim and US$3.1 million
cash -- surpasses the US$11.75 million offer of Alberta Star
Development Corp.

                      About Minco Silver

Minco Silver Corporation is a TSX listed company focusing on the
acquisition and development of silver dominant projects.  The
Company owns 90% interest in the world class Fuwan Silver Deposit,
situated along the northeast margin of the highly prospective
Fuwan Silver Belt.  Minco Silver is extremely pleased with the
positive results of its Bankable Feasibility Study demonstrating a
robust deposit is and is working towards bringing the Fuwan Silver
Deposit into production.

                    About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


STERLING MINING: Plan Allocates $500,000 for Unsec. Creditors
-------------------------------------------------------------
Sterling Mining Company filed with the U.S. Bankruptcy Court for
the District of Idaho a Chapter 11 Plan of Reorganization and the
accompanying Disclosure Statement.

The Debtors will begin soliciting votes on the Plan after the
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan contemplates the
full repayment of all secured debt of the allowed secured
creditors, with interest.  The Plan provides for the full payment
of all administrative claims on or before the effective date.  The
Plan provides for the full payment of unclassified priority claims
for the internal Revenue Service on or before the effective date.

The Plan provides for a dividend of $500,000, more or less, to be
applied pro rata to all allowed unsecured general claims.  The
Claims will be paid on or before the effective date, with no
interest, with the balance of the claims discharged by a discharge
entered in the case.

All common stock interests, or other claims equity interests in
Sterling will be cancelled, and the equity security holders will
receive nothing through the proposed plan of reorganization.

The Debtor anticipates the sale of its common stock and transfer
of ownership of the company to fund the Chapter 11 plan.

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

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

       http://bankrupt.com/misc/SterlingMining_Ch11Plan.pdf

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


TAYLOR BEAN: Will County Treasurer Works to Help Homeowners
-----------------------------------------------------------
The Plainfield Sun reports that Will County Treasurer Pat McGuire
and his staff were helping more than 1,000 homeowners whose
second-installment property taxes remain unpaid one month after
Taylor, Bean & Whitaker Mortgage Corp. went bankrupt.  According
to The Sun, TBW had in escrow second-installment taxes on 1,737
Will County properties, and payment on 506 of them had reached the
treasurer as of September 22.  The Sun quoted Mr. McGuire as
saying, "TBW did not call, e-mail, or mail its customers to tell
them it filed Chapter 11 on August 24 and dumped their mortgages
on four other companies.  TBW customers who called us after we put
out a press release August 28 said they hadn't known their lender
went belly up.  The same thing happened this week after we sent
late-payment reminders."

Taylor Bean & Whitaker Mortgage Corp., the 12th largest U.S.
mortgage lender and servicer of loans, filed for bankruptcy
protection on August 24 after being suspended from doing business
with U.S. agencies and Freddie Mac, the government-supported
mortgage company.  Taylor has blamed probes into one of its banks
for the suspensions.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).  Edward J. Peterson, III, Esq., at Stichter,
Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the
Debtor.  Troutman Sanders LLP is special counsel.  BMC Group Inc.
serves as claims agent.  Taylor Bean has more than $1 billion of
both assets and liabilities, and between 1,000 and 5,000
creditors, according to the bankruptcy petition.


TEXTRON INC: Fitch Says Rating Trends Stable
---------------------------------------------
According to Fitch Ratings, the number of negative rating actions
for the U.S. Diversified Industrials sector is likely to be much
lower in 2010 than in 2009 as rating trends are expected to
stabilize.  A return to economic growth across many regions, the
gradual completion of restructuring and downsizing programs, focus
by issuers on stronger balance sheets, and a more stable operating
environment compared to the early phase of the global recession
will all contribute to more stability next year.  The pace of
ratings downgrades in the broader U.S. corporate bond market
slowed materially in the third quarter of 2009, which would be
consistent with expectations for a slowly improving global economy
and better performance by most companies in the diversified
industrial sector.

'Currently, Negative Rating Outlooks among diversified companies
rated by Fitch significantly outnumber Positive Outlooks, but as
issuers repair their credit profiles, Negative Outlooks could be
revised to Stable and upgrades could increase,' said Eric Ause,
Senior Director at Fitch.  'Positive rating actions would be
expected to occur late in the credit cycle, possibly after 2010 as
a return to stronger credit metrics may be slower than usual,
which reflects the severity of the recent recession, simultaneous
stresses in the credit markets that have pressured liquidity, and
the potentially anemic pace of an economic rebound.'

Issuers Expected to Rebuild Balance Sheets in 2010:

Entering 2010, leverage is at relatively high levels for many
diversified companies.  Higher-than-normal leverage is not unusual
at this stage of the credit cycle and is due largely to lower
operating results.  When operating results eventually improve,
leverage can also be expected to improve.  However, the recovery
is anticipated to be slow which could hinder a return to lower
leverage.  This concern is partly mitigated by a trend towards
managing balance sheets more conservatively in response to
difficult capital markets and the evident value of liquidity.
Several diversified companies issued meaningful amounts of equity
in the first nine months of 2009 (GE, JCI, KMT, TXT), not
including ETN which issued equity in 2008, and two issuers (GE,
TXT) cut their dividends.  Acquisition activity has been quiet but
could increase in 2010, reflecting recent increases in valuations.

Rebound in Operating Performance Expected to be Slow:

Sales in 2010 for U.S. diversified companies are expected to
improve slowly from trough levels reported during 2009, but the
recovery from the recent recession could be fitful.  Fitch
anticipates that a full recovery will not occur until late-cycle
sectors of the economy begin to revive, possibly as late as 2011.
Underpinning Fitch's Diversified outlook is the firm's most recent
global economic outlook, which as of October 2009 calls for global
GDP to shrink 2.8% in 2009, the first time annual growth has been
negative since WWII, followed by expected global growth recovery
to 2% in 2010 and 2.7% in 2011.  In the major advanced economies
(MAEs) where diversified companies still conduct the bulk of their
business, GDP is forecast to decline 3.7% in 2009 and return to a
tepid growth rate of 1.2% in 2010.  Fitch expects GDP to grow 6.5%
in the BRIC countries (Brazil, Russia, India, China) in 2010.
Although global GDP looks set to return to positive growth, the
absolute level of GDP is low, and it is possible that in the U.S.
GDP may not return to the 2008 level until 2011.

Mixed Revenue Outlook:

Diversified companies typically are composed of a mix of early-,
mid- and late-cycle businesses.  They also sell into diverse
geographic end-markets.  As a result, the pace at which sales
recover will vary by issuer depending on each issuer's customer
base.  On a sequential basis, demand generally stopped falling by
the third quarter of 2009.  In many late-cycle markets, orders
have stopped falling, although actual sales could decline for
another quarter or two.  Most issuers remain cautious about
predicting the strength and timing of a rebound in sales.  Normal
economic signals are obscured by several factors: 1) inventory
destocking earlier in 2009, followed by re-stocking which would
represent a non-recurring boost to sales, 2) the U.S. cash-for-
clunkers program that accelerated the replacement of older
vehicles in the automotive sector, and 3) stimulus spending in
China and cash-for-clunkers programs in Europe.

Late-cycle businesses such as non-residential construction will
remain weak well into 2010, offsetting improvements in early cycle
businesses.  In the aerospace sector, Fitch expects large
commercial aircraft deliveries by Boeing and Airbus to decline
approximately 5% (excluding potential 787 deliveries) from 2009,
but there is a risk of additional production cuts, especially in
2011.  However, high backlogs at Boeing and Airbus should buffer
the expected decline.  The aerospace aftermarket could show some
improvement in late 2010 after declining sharply in 2009 due to a
reduction in the number of flights and the cannibalization of
parked planes by the airlines.  Business jet deliveries appear
likely to decline further in 2010 following a very weak year in
2009.  Fitch expects business jet deliveries for all of 2009 to
fall 35-40% from a cyclical peak in 2008, and a peak to trough
decline of 50% would not be unrealistic.  Diversified companies
with material exposure to aerospace include GE, ETN, HON, TXT and
UTX.

Non-residential construction is expected to fall 12% in 2010
following a 16% decline in 2009 according to the American
Institute of Architects' most recent Consensus Construction
Forecast.  It is possible that conditions could be weak well
beyond 2010, depending on trends in vacancy rates and the
availability of financing.  Most diversified companies have some
exposure to non-residential construction through electrical
products (CBE, HUBB, ETN, TNB), controls and systems (HON, JCI),
elevators (UTX), scaffolding (HSC) and a wide variety of other
products and services.  Some non-residential markets will benefit
from expected spending related to stimulus and energy conservation
projects, particularly institutional buildings for which the
outlook is not as negative as it is for office, retail and
industrial buildings.

The U.S. market is expected to fare worse than other regions
around the globe.  Europe is also weak.  Developing markets have
largely performed better than developed markets and should return
to normal growth more quickly.  As the U.S. represents a large
share of total non-residential construction, a protracted downturn
in non-residential construction will temper the impact of
improving results in other parts of the economy.  Residential
construction also is a significant market for diversified
companies.  The sector has shrunk so much over the past few years
that there is not much downside risk.  On the other hand, it is
not clear how quickly the sector will recover given the large
inventory of homes, a lack of liquidity affecting private
financing, and declining valuations that leave many homeowners
with negative equity.

The outlook is more positive for shorter-cycle, consumption
oriented businesses (services and parts) that should benefit from
a resumption of stable economic activity.  However, absolute sales
levels are currently low and growth seems likely to be tepid as
there are few end-markets where strong demand is expected.  Sales
growth could vary across sectors depending on their location in
the capital investment chain.  Sales of longer-lived parts and
equipment may only recover gradually as existing production
capacity and equipment is brought to full capacity or used up.
Exceptions include certain energy and infrastructure markets.
These markets are less directly tied to economic cycles than to
long-term demand for energy and to demographic trends that affect
public funding for water and transportation projects.

Margins to Benefit from Cost Controls and Stabilizing Sales:

During 2010 diversified companies can be expected to rebuild
margins as they complete restructuring efforts and align costs
with lower sales levels.  Margin performance has varied widely in
2009.  Some companies (UTX, TNB, FLS) reacted early or were able
to take advantage of a variable cost structure to limit margin
declines.  In other cases, orders and sales dropped sharply,
particularly in short-cycle businesses, contributing to temporary
quarterly losses (KMT, ETN, JCI).  Profitability typically was
restored by the third quarter of 2009 when sales stopped falling
at the rapid pace that occurred in the first half of the year.
Although conditions should be more stable in 2010 than during
2009, demand remains weak and diversified companies will be
challenged to balance the risk of excess capacity with the
possible loss of market share when demand eventually improves.  In
late-cycle businesses, margins could remain under pressure well
into 2010 until the recession runs its course.  This concern is
mitigated by a long order cycle, relative to short-cycle
businesses, that helps smooth out production and reduce sales
volatility.  Cancellations by customers remain a risk, however, as
does the availability of financing that often is an important
factor in long-cycle projects.  Government stimulus spending may
limit these risks depending on where and when it is used.

Other items could also affect margins in 2010.  Raw material costs
have fallen dramatically since peaking in 2008.  However, some
costs, such as oil and copper, have subsequently rebounded,
highlighting volatility as an ongoing risk.  In the near term, a
weak economy can be expected to keep raw material costs at
moderate levels.  Pricing represents another risk.  To date there
has been limited pricing pressure, but it could increase as old
contracts run off and as diversified companies and their customers
continue to adjust to a period of low demand.  Finally, pension
expense could increase depending on market conditions.  Any cash
impact on pension contributions would appear to become more
significant after 2010.

Restructuring to Wind Down Gradually:

As restructuring is gradually completed, margins in 2010 will be
supported by lower costs and the absence of restructuring charges.
Any increases in volume would also support margins through better
absorption.  Margins in 2010 may not increase to levels seen prior
to the recession, but they should improve on a sequential basis
compared to cyclical lows, many of which occurred in the second
quarter of 2009.  Steep sales declines in the first half of 2009
depressed operating margins, sometimes causing losses in certain
businesses as capacity couldn't be reduced quickly enough to
offset lower volumes.

Temporary cost reductions were initiated by a large number of
diversified companies during 2009 to protect profits and preserve
liquidity.  Their eventual reversal could partly negate the
positive impact of restructuring.  Some temporary cost reductions
have already been reversed, but others remain in place and may not
be reversed until economic conditions improve further.  Temporary
cuts included furloughs and reductions to compensation such as
bonuses and 401(k) plans.

Free Cash Flow Could Decline Modestly:

Fitch anticipates that cash from operating activities in the near
term may be only slightly lower than historical levels, relative
to income.  As explained above, aggressive restructuring has
enabled many diversified companies to limit margin declines to
modest levels.  Working capital reductions have supported cash
flow during 2009 as sales have fallen.  Sales growth in 2010 could
reverse this trend and require cash to be invested in working
capital, but amounts likely would not be large given expectations
for slow economic growth.

Pension liabilities continue to be a concern.  Although asset
returns in 2009 have been favorable, interest rates remain low and
may negate a portion of asset returns when net pension liabilities
are calculated at the end of 2009.  In many cases, required
pension contributions in 2010 may remain low, but they could
increase in subsequent years unless further strong asset returns
and/or an increase in the discount rate help to reduce net pension
liabilities.

Fitch does not expect capital expenditures to increase
substantially in 2010 compared to reduced levels in 2009.  The
primary driver is the lack of investment opportunities related to
slow growth, although some issuers in 2009 reduced capital
spending in an effort to preserve liquidity in the face of
difficult conditions in the debt markets.  As with working
capital, any benefit to free cash flow would likely be reversed
once sales improve and companies look to take advantage of
internal growth opportunities.

Uncertain Impact of Discretionary Expenditures:

Acquisitions may become more common in 2010 as visibility into
end-market demand improves further.  Most diversified companies
continue to maintain a list of potential acquisitions and could
act quickly.  Acquisition activity was relatively low in 2009 due
to a focus by some issuers on preserving liquidity, the related
issue of limited availability or high cost of financing, the
unwillingness of sellers to accept low prices, and a priority on
restructuring existing operations.

Share repurchases could increase in 2010 but are not likely, in
Fitch's view, to be nearly as substantial as in previous years.
Issuers are focused on maintaining a strong balance sheet to
offset the impact of weaker earnings, a lack of confidence in the
availability of financing, and uncertainty about the economy.
Even UTX and SPW, which are among the more consistent companies
with respect to discretionary cash deployment, have scaled back
share repurchases until conditions improve.

Liquidity and Financing Expected to be Manageable:

Disruptions in the capital markets during the past two years have
faded but could have a long tail.  Government support played a
major role in stabilizing the capital markets and it continues to
be important.  Despite investor confidence that contributed to
strong market returns during 2009, it is unclear to what degree
the capital markets still depend on government support or how
quickly government support will be phased out.  Diversified
companies sell into end-markets where financing may be needed to
fund projects or large equipment.  If the availability of
financing continues to be problematic for customers of diversified
companies, future sales could be negatively affected.

Among the diversified companies rated by Fitch, financing
continues to be available and liquidity concerns have been
addressed successfully.  The only exception was TXT's drawdown of
its bank facilities in February 2009 as a defensive action to
protect its liquidity while it proceeds with the wind-down of non-
captive financing at Textron Financial.  Even so, TXT was
subsequently able to issue debt and equity.  Although issuers are
able to access the capital markets, there are concerns about
market reliability.

Issuers are likely to be less sensitive to conditions in the
commercial paper market in 2010 than during the past one to two,
largely because they have taken a more cautious approach to
managing their balance sheets in response to the previous capital
market disruptions.  A number of issuers paid down commercial
paper balances with proceeds from long-term debt or equity, while
others paid down commercial paper as a way to reduce total debt
and control leverage.  Due to continuing uncertainty surrounding
the capital markets, issuers could continue to look for
opportunities to issue debt in 2010 while interest rates are
favorable.

Bank financing has become more restrictive, most notably when
issuers look to renew revolving credit facilities that typically
represent an important source of liquidity.  Previous market
losses and growing delinquencies that normally accompany
recessions have pressured bank to improve their capitalization and
reduce their risk exposure.  As a result, banks are offering less
favorable terms.  In most cases, revolving credits are being
renewed at lower amounts, shorter terms and higher pricing.  If
such terms don't eventually return toward previous levels, issuers
may consider increasing their reliance on long-term debt and other
sources of financing.

Strategic Implications:

The impact of the recession on credit metrics for certain issuers
(ETN, JCI, TXT) has been exacerbated by a variety of factors such
as acquisitions, end-market exposure, or strategic actions.
Depending on the path of the economic recovery, more time than
usual may be needed to return credit metrics to normal levels at
these and other issuers similarly affected.  Debt reduction can be
expected to be a priority.  However, a long-term risk is the
possibility that it may be difficult to regain stronger credit
metrics while at the same time funding strategically important
activities such as acquisitions.  As a result, there potentially
could be a trade-off, at least in the short run, between
profitability and competitiveness on one hand and, on the other
hand, a strong balance sheet and financial flexibility.

Issuers in the Diversified Industrial Sector:

Fitch-rated issuers and their current Issuer Default Ratings in
the U.S. diversified industrial sector:

  -- Cooper Industries (CBE) ('A'; Outlook Stable)
  -- Dover (DOV) ('A'; Outlook Negative)
  -- Eaton (ETN) ('A-'; Outlook Negative)
  -- Flowserve (FLS) ('BB+'; Outlook Positive)
  -- Fluor (FLR) ('A-'; Outlook Stable)
  -- Harsco (HSC) ('A-'; Outlook Stable)
  -- Honeywell (HON)('A'; Outlook Negative)
  -- Hubbell (HUBB) ('A'; Outlook Stable)
  -- IDEX (IEX) ('BBB+'; Outlook Stable)
  -- ITT Corporation (ITT) ('A-'; Outlook Stable)
  -- Johnson Controls (JCI)('BBB'; Outlook Stable)
  -- Kennametal (KMT) ('BBB-'; Outlook Negative)
  -- Parker-Hannifin (PH) ('A'; Outlook Stable)
  -- Rockwell Automation (ROK) ('A'; Outlook Negative)
  -- SPX Corporation (SPW) ('BB+; Outlook Stable)
  -- Textron (TXT) ('BB+'; Outlook Negative)
  -- Thomas & Betts (TNB) ('BBB'; Outlook Stable)
  -- Tyco International Ltd. (TYC) ('BBB+'; Outlook Stable)
  -- United Technologies (UTX) ('A+'; Outlook Stable)


TEXTRON INC: Fitch Says Sector's Outlook Steady, Risks Remain
-------------------------------------------------------------
Credit quality in the U.S. commercial aerospace industry will
remain under pressure in 2010, while the U.S. defense sector is
likely to experience more stability, according to Fitch Ratings.
Fitch expects deliveries in all commercial aerospace original
equipment segments to decline in 2010, but aftermarket sales
should begin to improve modestly.  Defense spending will continue
to grow in the low single digits.

'Beyond 2010 the industry faces some key issues: likely additional
production cuts at Boeing and Airbus, and possible declines in
U.S. Department of Defense modernization spending,' said Craig
Fraser, Managing Director at Fitch.  'Rating upgrades are unlikely
in 2010, and downgrades remain a risk for some commercial
aerospace companies.'

Credit metrics for many A&D companies deteriorated in 2009, but
they are likely to be steady in 2010.  Profits and cash flows
could be helped by improvement in the high-margin aftermarket, the
full-year impact of 2009 cost reductions, and defense growth, but
they will be held back by higher pension expense and weak
commercial OE markets.  Fitch says liquidity remains strong after
improving in 2009 because of lower share repurchases and some
opportunistic debt issuance, but the company expects cash
deployment will increase during 2010, particularly for
acquisitions and pension contributions.

Key risks for the sector include the weak global economic
recovery, exogenous shocks (terrorism, disease pandemic, etc.),
large U.S. government deficits, and execution on new programs.
The 787 program remains a continuing source of risk for Boeing and
its suppliers.  Flight hours and airline traffic have moved off of
cyclical lows, but they remain at depressed levels.  A general
risk is that some production rates have not been revised downward
materially despite the weak economy.  Fitch does not expect that
financing availability will be a limit on aircraft deliveries in
2010, although some concerns remain in the aircraft finance
business.  Longer-term, Fitch considers the commercial outlook
solid because of large backlogs and the need to build aerospace
infrastructure in developing regions.

Commercial Aerospace:

These expectations for key commercial aerospace segments are
incorporated into Fitch's forecasts:

  -- Large Commercial Aircraft: Fitch expects LCA deliveries from
     Boeing and Airbus will decline approximately 5% in 2010 to
     920 aircraft, with revenues down 5%-10%.  These estimates
     incorporate the announced production cuts for the A320 family
     (down two aircraft per month) and B777 (down almost 30%),
     but they exclude possible 787 deliveries (discussed below).
     Fitch believes there is a strong chance of additional
     production cuts, but these are more likely to take place in
     2011.  Long manufacturing lead times, advance payment
     requirements, and indications of sold-out 2010 production
     schedules support the argument against additional cuts next
     year, unless they are announced in the next few months to
     take effect at the end of 2010.

Fitch's forecasts will include additional 5%-15% cuts beginning in
2011.  Fitch forecasts the additional LCA production reductions in
2011 because of a moderate global economic recovery, airline
capacity reductions in 2008 and 2009, substantial airline losses,
and deliveries that are exceeding typical aircraft retirements.
However, the eventual production declines should be moderate
relative to prior LCA cycles as a result of large backlogs,
production restraint since the last downturn, some remaining
overbooking in the delivery plans, and the geographic diversity of
the customer base.  In addition, the long-term nature of aircraft
assets, as well as operating cost savings, provide incentive for
customers to continue taking delivery of aircraft despite
cyclically weak airline traffic.  If the projected production cuts
are managed with sufficient lead time, both the manufacturers and
the supply base should be able to adjust their cost structures in
time to prevent deterioration of their credit profiles.

Fitch expects LCA orders to be low in 2010 and 2011, a
continuation of the trend in 2009, in which there have been only
287 net orders through November compared to 867 deliveries during
the same period.  There were 142 cancellations through November,
and Boeing has indicated that it had approximately 215 deferrals
in the first three quarters.  Low orders are not a credit concern
given that Boeing and Airbus had a combined backlog of 6,849
aircraft at the end of November, equal to more than seven years of
production at estimated 2010 rates.  Excluding 787 and A350
backlogs, the industry still has almost six years worth of orders.

Boeing's 787 program will continue to be a key concern for the LCA
sector and its supply base in 2010.  If Boeing meets its current
schedule, Fitch estimates the company could deliver 10-15 787s in
late 2010, but there is considerable risk to the schedule,
including an aggressive flight testing program, certification, and
the production ramp-up.  Boeing will be building 787s through the
flight testing program, exposing the company to the risk of
reworking some aircraft if problems are discovered during the
flight tests.  Uncertainty over customer penalties and supplier
claims add to the 787s risks.  Through November, the 787 accounted
for the bulk of Boeing's order cancellations (83 out of 111),
although the company still has 840 firm orders for the aircraft.

  -- Commercial Aftermarket/Services: The commercial aftermarket
     will likely be the first part of the aerospace industry to
     recover from the downturn.  Fitch forecasts aftermarket
     spending will be flat to up 5% in 2010, with a weak first
     half offset by an improved second half.  The expected
     economic rebound should drive airline traffic growth and
     eventually will lead to rising flight hours and capacity,
     which are the primary drivers of aftermarket spending.  Some
     inventory rebuilding and completion of deferred maintenance
     should also help the aftermarket recover in 2010.  Business
     jet utilization has also been improving off of a low base,
     which will aid aftermarket spending in that sector.

Fitch's general concern for the aftermarket is that current
conditions are still very weak, with many companies reporting
double digit declines year-over-year in the third quarter.  Some
capacity metrics are still negative despite indications of
increased airline traffic.  Fitch will have more conviction on the
outlook for this sector once capacity starts to increase.
Companies with healthy exposures to this high-margin segment
include Goodrich, Honeywell, Rockwell Collins, Transdigm, and
United Technologies.

  -- The business jet market was the worst commercial aerospace
     sector in 2009, suffering a rapid and severe downturn.
     Industry deliveries fell 38% through September, and Fitch
     expects a 35%-40% unit decline for the year, with revenues
     likely down 25%-30%.  An eventual peak-to-trough unit decline
     of 50% or more for the industry is not out of the question,
     and Fitch expects aircraft deliveries to fall another 5%-10%
     in 2010 from 2009 levels.  The large unit declines result
     from hundreds of order cancellations and the failure of light
     jet manufacturer Eclipse Aviation.

Although utilization rates have started to rise and corporate
profits have turned up, Fitch expects continued weakness in the
sector because utilization rates are still well below peak levels
and the corporate profit improvement is largely due to cost
cutting.  This sector will continue to be volatile because of the
discretionary nature of the product, the availability of numerous
substitute forms of travel, and the relationship to corporate
profits.  A key development in the sector in the past five years
has been strong orders from outside North America, and these
international orders could be the catalyst for an upturn beyond
2010.  Manufacturers in this sector include Bombardier, Dassault
Aviation, Embraer, General Dynamics, Hawker Beechcraft, and
Textron, as well as key suppliers such as Honeywell.

  -- The regional aircraft market (regional jets and turboprops)
     has many of the same drivers as the LCA market, but it has
     lower backlogs.  Orders so far in 2009 have been weak, and
     the outlook for this sector is negative for 2010.  Regional
     jets deliveries from Bombardier and Embraer will probably
     fall about 15% in 2009 and at least 15% in 2010, excluding
     possible deliveries from new entrants in the market.  Fitch
     estimates that turboprop deliveries from Bombardier and ATR
     (a joint venture between EADS and Finmeccanica) will rise
     modestly in 2009, but they will likely decline 5% in 2010.
     New entrants into the regional jet market remain an important
     part of the sector's outlook, and in 2010 the market will
     likely see the initial deliveries of Sukhoi's Superjet 100
     and China's ARJ21.

Defense:

High U.S. DoD spending levels continue to support defense sector
credit quality, and the outlook is still favorable in the near
term because spending in fiscal year 2010 will continue to rise.
The core DoD budget should grow approximately 4% in FY2010, and
modernization spending (procurement plus R&D), the most relevant
part of the budget for defense contractors, should be up 2%-3%.
Fitch believes that FY2010 is probably the peak in modernization
spending, and there are several risks to monitor in FY2011 and
beyond.  These include the Obama Administration's first full
budget in FY2011, the Quadrennial Defense Review, and the large
projected federal budget deficits in FY2009-FY2011.  In addition
to spending levels, some other changes proposed by the new
administration could have a detrimental impact on defense
contractors, including acquisition reform and the 'insourcing' of
services previously contracted out by the DoD.

Fitch believes core modernization spending could decline 1%-2% in
FY2011, although the overall core budget could rise.  The FY2011
budget and QDR will likely continue the changes the Obama
administration introduced in the current year's budget, and Fitch
is not anticipating any dramatic shifts.  Fitch expects
supplemental spending that supports operations in Iraq and
Afghanistan will fall over the next several years, but for several
reasons the decline will be gradual, and the supplemental spending
will not disappear.  Spending related to Iraq will be down, but
spending in Afghanistan will increase.  Some security spending by
the U.S. in Iraq will likely be replaced by Iraqi government
spending, which could continue to be a source of revenues to U.S.
contractors.  Finally, the DoD will need to refurbish or replace
some equipment and material that is in poor condition or left in
Iraq.

Given the strong credit metrics and liquidity at most of the
leading defense contractors, ratings in the sector are unlikely to
be pressured by modest declines in modernization spending.
Program execution and cash deployment probably present greater
risks.  Defense company backlogs fell in the first three quarters
of 2009 due to some program cancellations, although orders in the
fourth quarter could reverse some of the decline.

Liquidity and Cash Deployment:

Strong liquidity and financial flexibility helped the North
American A&D industry withstand the difficult economy in 2009, and
the industry even improved its liquidity position in the past 12
months, although at the expense of increasing total debt to
$60 billion from $55 billion.  At the end of the third quarter the
top 15 A&D companies rated by Fitch in North America had
$35 billion in cash compared to approximately $5 billion in
current debt maturities and short-term debt.  The only material
credit facilities set to expire in 2010 (GD, L-3, and RTN) have
already been replaced.

Many companies in the sector pulled back on discretionary
expenditures in 2009 (share repurchases fell $10 billion, for
example) in the interests of building liquidity.  With
stabilization appearing in some parts of the A&D sector, Fitch
expects greater cash deployment in 2010.  Acquisition activity
began to increase in the past quarter, and Fitch expects this will
continue in 2010.  Share repurchases and dividend increases will
likely rise as well.

Higher pension contributions will be another use of cash in 2010.
The A&D sector has seven of the largest 25 pension plans in
corporate America, and some are significantly underfunded.  The
situation is mitigated for defense contractors, which get some
recovery of pension costs in government contracts.  Harmonization
of Cost Accounting Standards and the Pension Protection Act is
something to watch during 2010.

In Fitch's view, Boeing will have the most significant liquidity
pressures in 2010.  Delays in the 787 and 747-8 programs over the
past 18 months have negatively affected Boeing's credit quality
because of inventory build-up, delayed advance payments, and
higher development expenses.  Cash flow pressures will likely
persist into 2011 due to continued inventory build-up in support
of initial 787 deliveries.  Although free cash flow will probably
be positive in 2009, Fitch believes that break-even or negative
free cash flow is possible in 2010 depending on the ultimate
schedule for 787 deliveries, production rates on other aircraft
models, and the company's working capital management, which has
been good in 2009 considering the 787 inventory pressures and
reduced advances because of lower orders.

Aircraft Finance:

Fitch does not expect that financing availability will be a limit
on aircraft deliveries in 2010, although some concerns remain in
the aircraft finance business.  The aircraft finance market was
not as bad as feared in 2009, and Fitch expects this trend to
continue because credit markets have improved and lower forecasted
aircraft deliveries will mean a lower financing requirement than
in 2009.  Fitch projects funding requirements will be
$60-$65 billion for LCA and regional aircraft in 2010, about
$5 billion lower than in 2009.  An additional $10-$15 billion
could be needed for business jets, also down versus 2009.

Concerns in the aircraft finance market include the damaged
business models of some large aircraft lessors, the exit of some
banks from the market, and indications that pre-delivery payment
financing was difficult for some airlines in 2009.  Several
factors offset these concerns, including strong support from
export credit agencies, the emergence of some regional financial
players in the market, better capital markets activity in the past
few months, and the ability of Boeing and Airbus to provide
customer financing.  Fitch estimates that ECAs could support
approximately 25% of LCA deliveries in 2009, illustrating the
benefit the industry has received from indirect government
support.  It looks like Boeing and Airbus will finance less than
$2 billion of new aircraft in 2009, leaving the companies with the
capacity to help customers in 2010 if needed.  New aircraft serve
as attractive lending collateral due to the mobility of the
assets, operating efficiency compared to previous aircraft
generations, and unique treatment in bankruptcy in some
jurisdictions.

The comments above apply to new aircraft financing, not
refinancings of existing debt.  Fitch estimates that there will be
$14 billion of maturing airline debt in the U.S. alone in 2010-
2011.

Economic Assumptions:

Underpinning Fitch's A&D outlook is the firm's most recent global
economic outlook, which as of October 2009 calls for global GDP to
shrink 2.8% in 2009, followed by global growth recovery to 2% in
2010 and 2.7% in 2011.  GDP should rise, but from a low base, and
expansion will be weak relative to previous recoveries.  There is
some uncertainty in 2011 due to likely tightening of monetary and
fiscal stimulus.  Fitch expects GDP to grow 6.5% in the BRIC
countries (Brazil, Russia, India, China) in 2010.  Although global
GDP looks set to return to positive growth, the absolute level of
GDP is low and, in the U.S., it is possible that GDP may not
return to the 2008 level until 2011.

Fitch's specific A&D assumptions include no recovery in 2010 other
than early cycle parts such as aftermarket.  Late cycle segments
such as original equipment will continue to be weak, showing some
volume declines, although nowhere near as dramatic as in 2009 or
in the last downturn that began in 2001.

A more detailed report on the global 2010 aerospace & defense
industry outlook will be available on the Fitch Ratings Web site
at 'www.fitchratings.com' in January.

Fitch-rated issuers and their current Issuer Default Ratings in
the North American aerospace/defense sector:

  -- Alliant Techsystems Inc. (ATK) ('BB'; Outlook Stable);

  -- Boeing Company (BA) ('A+'; Outlook Negative);

  -- Bombardier Inc. (BBD/B) ('BB+'; Outlook Negative);

  -- General Dynamics Corporation (GD) ('A'; Outlook Stable);

  -- Goodrich Corporation (GR) ('BBB+'; Outlook Stable);

  -- Honeywell International Inc. (HON) ('A'; Outlook Negative);

  -- ITT Corporation (ITT) ('A-'; Outlook Stable)

  -- L-3 Communications Corporation (LLL) ('BBB-'; Outlook
     Stable);

  -- Lockheed Martin Corporation (LMT) ('A-'; Outlook Stable);

  -- Northrop Grumman Corporation (NOC) ('BBB+'; Outlook Stable);

  -- Raytheon Company (RTN) ('A-'; Outlook Stable);

  -- Rockwell Collins, Inc. (COL) ('A'; Outlook Stable);

  -- Textron Inc. (TXT) ('BB+'; Outlook Negative);

  -- Transdigm Group (TDG) ('B'; Outlook Stable);

  -- United Technologies Corporation (UTC) ('A+'; Outlook Stable).


TRADEWINDS AIRLINES: Not in Default on $30MM Loan, Court Ruled
--------------------------------------------------------------
Jennifer Dixon at Detroit Free Press reports that U.S. District
Judge Victoria Roberts rejected a request by Detroit's two public
pensions to declare TradeWinds Airlines in default on a
$30 million investment, ruling that the dispute should go to
trial.  Free Press relates that the pensions had asked Judge
Roberts to find Donald V. Watkins in default on a $30 million loan
to purchase TradeWinds Airlines when the Company declared
bankruptcy.  Judge Roberts, according to Free Press, ruled that a
trial is needed to consider Mr. Watkins' allegations that
TradeWinds Airlines was pushed into bankruptcy after he refused
requests from pension fund trustees for favors, including the use
of his jet for a speaker at an NAACP dinner.  Free Press says that
no trial date has been set.  Judge Roberts dismissed Mr. Watkins'
countersuit against the pensions but allowed his case against the
pensions' investment adviser, Adrian Anderson of North Point
Advisors, to proceed, the report states.

Headquartered at the Triad International Airport in Greensboro,
North Carolina, TradeWinds Airlines LLC --
http://www.tradewinds-airlines.com/-- operates A300-B4F freighter
aircraft for domestic and foreign customers. The company has
operations at Miami International Airport and in Puerto Rico.

The airline filed for Chapter 11 protection on July 25, 2008
(Bankr. S. D. Fla. Case No. 08-20394). Scott L. Baena, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP represents the airline in
its restructuring effort. The airline listed assets of between
$1 million and $10 million, and debts of between $10 million and
$50 million.


TRANSDIGM GROUP: Fitch Says Sector's Outlook Steady, Risks Remain
-----------------------------------------------------------------
Credit quality in the U.S. commercial aerospace industry will
remain under pressure in 2010, while the U.S. defense sector is
likely to experience more stability, according to Fitch Ratings.
Fitch expects deliveries in all commercial aerospace original
equipment segments to decline in 2010, but aftermarket sales
should begin to improve modestly.  Defense spending will continue
to grow in the low single digits.

'Beyond 2010 the industry faces some key issues: likely additional
production cuts at Boeing and Airbus, and possible declines in
U.S. Department of Defense modernization spending,' said Craig
Fraser, Managing Director at Fitch.  'Rating upgrades are unlikely
in 2010, and downgrades remain a risk for some commercial
aerospace companies.'

Credit metrics for many A&D companies deteriorated in 2009, but
they are likely to be steady in 2010.  Profits and cash flows
could be helped by improvement in the high-margin aftermarket, the
full-year impact of 2009 cost reductions, and defense growth, but
they will be held back by higher pension expense and weak
commercial OE markets.  Fitch says liquidity remains strong after
improving in 2009 because of lower share repurchases and some
opportunistic debt issuance, but the company expects cash
deployment will increase during 2010, particularly for
acquisitions and pension contributions.

Key risks for the sector include the weak global economic
recovery, exogenous shocks (terrorism, disease pandemic, etc.),
large U.S. government deficits, and execution on new programs.
The 787 program remains a continuing source of risk for Boeing and
its suppliers.  Flight hours and airline traffic have moved off of
cyclical lows, but they remain at depressed levels.  A general
risk is that some production rates have not been revised downward
materially despite the weak economy.  Fitch does not expect that
financing availability will be a limit on aircraft deliveries in
2010, although some concerns remain in the aircraft finance
business.  Longer-term, Fitch considers the commercial outlook
solid because of large backlogs and the need to build aerospace
infrastructure in developing regions.

Commercial Aerospace:

These expectations for key commercial aerospace segments are
incorporated into Fitch's forecasts:

  -- Large Commercial Aircraft: Fitch expects LCA deliveries from
     Boeing and Airbus will decline approximately 5% in 2010 to
     920 aircraft, with revenues down 5%-10%.  These estimates
     incorporate the announced production cuts for the A320 family
     (down two aircraft per month) and B777 (down almost 30%),
     but they exclude possible 787 deliveries (discussed below).
     Fitch believes there is a strong chance of additional
     production cuts, but these are more likely to take place in
     2011.  Long manufacturing lead times, advance payment
     requirements, and indications of sold-out 2010 production
     schedules support the argument against additional cuts next
     year, unless they are announced in the next few months to
     take effect at the end of 2010.

Fitch's forecasts will include additional 5%-15% cuts beginning in
2011.  Fitch forecasts the additional LCA production reductions in
2011 because of a moderate global economic recovery, airline
capacity reductions in 2008 and 2009, substantial airline losses,
and deliveries that are exceeding typical aircraft retirements.
However, the eventual production declines should be moderate
relative to prior LCA cycles as a result of large backlogs,
production restraint since the last downturn, some remaining
overbooking in the delivery plans, and the geographic diversity of
the customer base.  In addition, the long-term nature of aircraft
assets, as well as operating cost savings, provide incentive for
customers to continue taking delivery of aircraft despite
cyclically weak airline traffic.  If the projected production cuts
are managed with sufficient lead time, both the manufacturers and
the supply base should be able to adjust their cost structures in
time to prevent deterioration of their credit profiles.

Fitch expects LCA orders to be low in 2010 and 2011, a
continuation of the trend in 2009, in which there have been only
287 net orders through November compared to 867 deliveries during
the same period.  There were 142 cancellations through November,
and Boeing has indicated that it had approximately 215 deferrals
in the first three quarters.  Low orders are not a credit concern
given that Boeing and Airbus had a combined backlog of 6,849
aircraft at the end of November, equal to more than seven years of
production at estimated 2010 rates.  Excluding 787 and A350
backlogs, the industry still has almost six years worth of orders.

Boeing's 787 program will continue to be a key concern for the LCA
sector and its supply base in 2010.  If Boeing meets its current
schedule, Fitch estimates the company could deliver 10-15 787s in
late 2010, but there is considerable risk to the schedule,
including an aggressive flight testing program, certification, and
the production ramp-up.  Boeing will be building 787s through the
flight testing program, exposing the company to the risk of
reworking some aircraft if problems are discovered during the
flight tests.  Uncertainty over customer penalties and supplier
claims add to the 787s risks.  Through November, the 787 accounted
for the bulk of Boeing's order cancellations (83 out of 111),
although the company still has 840 firm orders for the aircraft.

  -- Commercial Aftermarket/Services: The commercial aftermarket
     will likely be the first part of the aerospace industry to
     recover from the downturn.  Fitch forecasts aftermarket
     spending will be flat to up 5% in 2010, with a weak first
     half offset by an improved second half.  The expected
     economic rebound should drive airline traffic growth and
     eventually will lead to rising flight hours and capacity,
     which are the primary drivers of aftermarket spending.  Some
     inventory rebuilding and completion of deferred maintenance
     should also help the aftermarket recover in 2010.  Business
     jet utilization has also been improving off of a low base,
     which will aid aftermarket spending in that sector.

Fitch's general concern for the aftermarket is that current
conditions are still very weak, with many companies reporting
double digit declines year-over-year in the third quarter.  Some
capacity metrics are still negative despite indications of
increased airline traffic.  Fitch will have more conviction on the
outlook for this sector once capacity starts to increase.
Companies with healthy exposures to this high-margin segment
include Goodrich, Honeywell, Rockwell Collins, Transdigm, and
United Technologies.

  -- The business jet market was the worst commercial aerospace
     sector in 2009, suffering a rapid and severe downturn.
     Industry deliveries fell 38% through September, and Fitch
     expects a 35%-40% unit decline for the year, with revenues
     likely down 25%-30%.  An eventual peak-to-trough unit decline
     of 50% or more for the industry is not out of the question,
     and Fitch expects aircraft deliveries to fall another 5%-10%
     in 2010 from 2009 levels.  The large unit declines result
     from hundreds of order cancellations and the failure of light
     jet manufacturer Eclipse Aviation.

Although utilization rates have started to rise and corporate
profits have turned up, Fitch expects continued weakness in the
sector because utilization rates are still well below peak levels
and the corporate profit improvement is largely due to cost
cutting.  This sector will continue to be volatile because of the
discretionary nature of the product, the availability of numerous
substitute forms of travel, and the relationship to corporate
profits.  A key development in the sector in the past five years
has been strong orders from outside North America, and these
international orders could be the catalyst for an upturn beyond
2010.  Manufacturers in this sector include Bombardier, Dassault
Aviation, Embraer, General Dynamics, Hawker Beechcraft, and
Textron, as well as key suppliers such as Honeywell.

  -- The regional aircraft market (regional jets and turboprops)
     has many of the same drivers as the LCA market, but it has
     lower backlogs.  Orders so far in 2009 have been weak, and
     the outlook for this sector is negative for 2010.  Regional
     jets deliveries from Bombardier and Embraer will probably
     fall about 15% in 2009 and at least 15% in 2010, excluding
     possible deliveries from new entrants in the market.  Fitch
     estimates that turboprop deliveries from Bombardier and ATR
     (a joint venture between EADS and Finmeccanica) will rise
     modestly in 2009, but they will likely decline 5% in 2010.
     New entrants into the regional jet market remain an important
     part of the sector's outlook, and in 2010 the market will
     likely see the initial deliveries of Sukhoi's Superjet 100
     and China's ARJ21.

Defense:

High U.S. DoD spending levels continue to support defense sector
credit quality, and the outlook is still favorable in the near
term because spending in fiscal year 2010 will continue to rise.
The core DoD budget should grow approximately 4% in FY2010, and
modernization spending (procurement plus R&D), the most relevant
part of the budget for defense contractors, should be up 2%-3%.
Fitch believes that FY2010 is probably the peak in modernization
spending, and there are several risks to monitor in FY2011 and
beyond.  These include the Obama Administration's first full
budget in FY2011, the Quadrennial Defense Review, and the large
projected federal budget deficits in FY2009-FY2011.  In addition
to spending levels, some other changes proposed by the new
administration could have a detrimental impact on defense
contractors, including acquisition reform and the 'insourcing' of
services previously contracted out by the DoD.

Fitch believes core modernization spending could decline 1%-2% in
FY2011, although the overall core budget could rise.  The FY2011
budget and QDR will likely continue the changes the Obama
administration introduced in the current year's budget, and Fitch
is not anticipating any dramatic shifts.  Fitch expects
supplemental spending that supports operations in Iraq and
Afghanistan will fall over the next several years, but for several
reasons the decline will be gradual, and the supplemental spending
will not disappear.  Spending related to Iraq will be down, but
spending in Afghanistan will increase.  Some security spending by
the U.S. in Iraq will likely be replaced by Iraqi government
spending, which could continue to be a source of revenues to U.S.
contractors.  Finally, the DoD will need to refurbish or replace
some equipment and material that is in poor condition or left in
Iraq.

Given the strong credit metrics and liquidity at most of the
leading defense contractors, ratings in the sector are unlikely to
be pressured by modest declines in modernization spending.
Program execution and cash deployment probably present greater
risks.  Defense company backlogs fell in the first three quarters
of 2009 due to some program cancellations, although orders in the
fourth quarter could reverse some of the decline.

Liquidity and Cash Deployment:

Strong liquidity and financial flexibility helped the North
American A&D industry withstand the difficult economy in 2009, and
the industry even improved its liquidity position in the past 12
months, although at the expense of increasing total debt to
$60 billion from $55 billion.  At the end of the third quarter the
top 15 A&D companies rated by Fitch in North America had
$35 billion in cash compared to approximately $5 billion in
current debt maturities and short-term debt.  The only material
credit facilities set to expire in 2010 (GD, L-3, and RTN) have
already been replaced.

Many companies in the sector pulled back on discretionary
expenditures in 2009 (share repurchases fell $10 billion, for
example) in the interests of building liquidity.  With
stabilization appearing in some parts of the A&D sector, Fitch
expects greater cash deployment in 2010.  Acquisition activity
began to increase in the past quarter, and Fitch expects this will
continue in 2010.  Share repurchases and dividend increases will
likely rise as well.

Higher pension contributions will be another use of cash in 2010.
The A&D sector has seven of the largest 25 pension plans in
corporate America, and some are significantly underfunded.  The
situation is mitigated for defense contractors, which get some
recovery of pension costs in government contracts.  Harmonization
of Cost Accounting Standards and the Pension Protection Act is
something to watch during 2010.

In Fitch's view, Boeing will have the most significant liquidity
pressures in 2010.  Delays in the 787 and 747-8 programs over the
past 18 months have negatively affected Boeing's credit quality
because of inventory build-up, delayed advance payments, and
higher development expenses.  Cash flow pressures will likely
persist into 2011 due to continued inventory build-up in support
of initial 787 deliveries.  Although free cash flow will probably
be positive in 2009, Fitch believes that break-even or negative
free cash flow is possible in 2010 depending on the ultimate
schedule for 787 deliveries, production rates on other aircraft
models, and the company's working capital management, which has
been good in 2009 considering the 787 inventory pressures and
reduced advances because of lower orders.

Aircraft Finance:

Fitch does not expect that financing availability will be a limit
on aircraft deliveries in 2010, although some concerns remain in
the aircraft finance business.  The aircraft finance market was
not as bad as feared in 2009, and Fitch expects this trend to
continue because credit markets have improved and lower forecasted
aircraft deliveries will mean a lower financing requirement than
in 2009.  Fitch projects funding requirements will be
$60-$65 billion for LCA and regional aircraft in 2010, about
$5 billion lower than in 2009.  An additional $10-$15 billion
could be needed for business jets, also down versus 2009.

Concerns in the aircraft finance market include the damaged
business models of some large aircraft lessors, the exit of some
banks from the market, and indications that pre-delivery payment
financing was difficult for some airlines in 2009.  Several
factors offset these concerns, including strong support from
export credit agencies, the emergence of some regional financial
players in the market, better capital markets activity in the past
few months, and the ability of Boeing and Airbus to provide
customer financing.  Fitch estimates that ECAs could support
approximately 25% of LCA deliveries in 2009, illustrating the
benefit the industry has received from indirect government
support.  It looks like Boeing and Airbus will finance less than
$2 billion of new aircraft in 2009, leaving the companies with the
capacity to help customers in 2010 if needed.  New aircraft serve
as attractive lending collateral due to the mobility of the
assets, operating efficiency compared to previous aircraft
generations, and unique treatment in bankruptcy in some
jurisdictions.

The comments above apply to new aircraft financing, not
refinancings of existing debt.  Fitch estimates that there will be
$14 billion of maturing airline debt in the U.S. alone in 2010-
2011.

Economic Assumptions:

Underpinning Fitch's A&D outlook is the firm's most recent global
economic outlook, which as of October 2009 calls for global GDP to
shrink 2.8% in 2009, followed by global growth recovery to 2% in
2010 and 2.7% in 2011.  GDP should rise, but from a low base, and
expansion will be weak relative to previous recoveries.  There is
some uncertainty in 2011 due to likely tightening of monetary and
fiscal stimulus.  Fitch expects GDP to grow 6.5% in the BRIC
countries (Brazil, Russia, India, China) in 2010.  Although global
GDP looks set to return to positive growth, the absolute level of
GDP is low and, in the U.S., it is possible that GDP may not
return to the 2008 level until 2011.

Fitch's specific A&D assumptions include no recovery in 2010 other
than early cycle parts such as aftermarket.  Late cycle segments
such as original equipment will continue to be weak, showing some
volume declines, although nowhere near as dramatic as in 2009 or
in the last downturn that began in 2001.

A more detailed report on the global 2010 aerospace & defense
industry outlook will be available on the Fitch Ratings Web site
at 'www.fitchratings.com' in January.

Fitch-rated issuers and their current Issuer Default Ratings in
the North American aerospace/defense sector:

  -- Alliant Techsystems Inc. (ATK) ('BB'; Outlook Stable);

  -- Boeing Company (BA) ('A+'; Outlook Negative);

  -- Bombardier Inc. (BBD/B) ('BB+'; Outlook Negative);

  -- General Dynamics Corporation (GD) ('A'; Outlook Stable);

  -- Goodrich Corporation (GR) ('BBB+'; Outlook Stable);

  -- Honeywell International Inc. (HON) ('A'; Outlook Negative);

  -- ITT Corporation (ITT) ('A-'; Outlook Stable)

  -- L-3 Communications Corporation (LLL) ('BBB-'; Outlook
     Stable);

  -- Lockheed Martin Corporation (LMT) ('A-'; Outlook Stable);

  -- Northrop Grumman Corporation (NOC) ('BBB+'; Outlook Stable);

  -- Raytheon Company (RTN) ('A-'; Outlook Stable);

  -- Rockwell Collins, Inc. (COL) ('A'; Outlook Stable);

  -- Textron Inc. (TXT) ('BB+'; Outlook Negative);

  -- Transdigm Group (TDG) ('B'; Outlook Stable);

  -- United Technologies Corporation (UTC) ('A+'; Outlook Stable).


TRIBUNE CO: Plan Exclusivity Extended Until February
---------------------------------------------------
Tribune Co. asked Judge Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to further extend its exclusive
periods to file a plan of reorganization through March 31, 2010
and to solicit acceptances of that Plan through May 31, 2010.
Senior secured lenders owed $4.4 billion by Tribune Co. tried to
persuade the judge to terminate exclusivity to allow them to file
a reorganization plan for the operating subsidiaries of Tribune.

Following a hearing, the bankruptcy judge extended until February
the Company's exclusive right to propose a plan, Bill Rochelle at
Bloomberg News reported.  Until that time, the secured lenders
won't be able to file a Chapter 11 plan, unless it negotiates a
consensual plan with tribune.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRONOX INC: Inks Exit Financing Letters With Goldman & GECC
-----------------------------------------------------------
In a Form-8K filing with the United States Securities and
Exchange Commission, Tronox Incorporated disclosed that while the
sale process continues, the Company, on November 10, 2009,
entered into letter agreements with each of General Electric
Capital Corporation and Goldman Sachs Lending Partners LLC each
to act as financing source and arranger, respectively, in
connection with providing new debtor in possession to exit
financing for a $125 million asset backed revolver facility and a
$300 million first lien term loan.

Michael J. Foster, vice president, general counsel and secretary
of Tronox Incorporated, says that if the Company is able to reach
agreement with its stakeholders regarding a standalone
reorganization and chooses to pursue a reorganization rather than
a sale, and if the Company, GE and Goldman's efforts are
successful and a plan of reorganization is confirmed, the
proceeds from the DIP to Exit Facilities would be used to
refinance the Company's existing indebtedness, fund a potential
settlement with the United States Government and be available for
general corporate purposes following the Company's exit from
bankruptcy.

                         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: Professionals Reduce April to Aug Fees by $434,000
--------------------------------------------------------------
Professionals retained in Tronox Inc.'s bankruptcy cases filed
interim applications for the allowance of fees and expenses
incurred for the period from April 1 through August 31, 2009:

A. Debtors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Kirkland & Ellis LLP          04/01/2009-  $4,513,496  $178,421
                               08/31/2009

Alvarez & Marsal North        04/01/2009-  $1,231,214   $78,379
America, LLC                  08/31/2009

Rothschild Inc.               04/21/2009-  $1,000,000   $99,797
                               08/31/2009

Ernst & Young LLP             04/01/2009-    $195,845      $941
                               08/31/2009

Togut, Segal & Segal LLP      04/01/2009-    $155,513      $960
                               08/31/2009

Kirkland & Ellis LLP serves as the Debtors' main counsel.
Alvarez & Marsal North America, LLC, serves as the Debtors'
crisis managers.  Ernst & Young LLP is the Debtors' auditor and
tax advisor.  Rothschild Inc. is the Debtors' financial advisor
and investment banker.  Togut, Segal & Segal LLP serves as the
Debtors' conflicts counsel.

B. Official Committee of Unsecured Creditors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Paul, Weiss, Rifkind,         04/01/2009-   $866,733    $26,172
Wharton & Garrison LLP        08/31/2009

Pillsbury Winthrop Shaw       03/13/2009-   $857,269    $32,621
Pittman LLP                   08/31/2009

Jefferies & Company, Inc.     04/01/2009-   $600,000    $33,860
                               08/31/2009

Kasowitz, Benson, Torres &    04/01/2009-   $227,567     $2,500
Friedman LLP                  06/30/2009

Official Committee of         04/01/2009-         $0    $23,103
Unsecured Creditors           08/31/2009

Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as the
Creditors' Committee's main counsel.  Pillsbury Winthrop Shaw
Pittman LLP serves as the Committee's bankruptcy counsel.
Kasowitz, Benson, Torres & Friedman LLP serves as the Committee's
conflicts counsel.  Jefferies & Company, Inc. is the Committee's
financial advisor.

                     U.S. Trustee Responds

The U.S. Trustee relates that the Retained Professionals seek
fees totaling $8,416,423 and reimbursement of out-of-pocket
expenses totaling $375,276.

In response to the comments and concerns of the U.S. Trustee, the
Retained Professionals have agreed to voluntarily reduce their
requests for interim compensation in the aggregate amount of
$434,338 and to voluntarily reduce their reimbursement of out-of-
pocket expenses in the aggregate amount of $16,796.

At the request of the U.S. Trustee, the Retained Professionals
have also agreed that the Court may reduce the compensation
awarded by a percentage to be determined by the Court pending the
final resolution of the cases.

                        *     *     *

After the Professionals resolved the informal objections of the
U.S. Trustee with respect to the Applications, the Court has
granted by fee applications of these professionals:

A. Debtors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Kirkland & Ellis LLP          04/01/2009-  $4,573,496  $175,589
                               08/31/2009

Alvarez & Marsal North        04/01/2009-  $1,232,214   $73,931
America, LLC                  08/31/2009

Rothschild Inc.               04/21/2009-    $800,000   $99,376
                               08/31/2009

Ernst & Young LLP             04/01/2009-    $162,009      $941
                               08/31/2009

Togut, Segal & Segal LLP      04/01/2009-    $120,410      $960
                               08/31/2009

B. Official Committee of Unsecured Creditors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Paul, Weiss, Rifkind,         04/01/2009-   $673,368    $26,172
Wharton & Garrison LLP        08/31/2009

Jefferies & Company, Inc.     04/01/2009-   $600,000    $32,286
                              08/31/2009

Official Committee of         04/01/2009-         $0    $23,103
Unsecured Creditors           08/31/2009

C. Official Committee of Equity Security Holders

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Pillsbury Winthrop Shaw       03/13/2009-   $557,815    $31,621
Pittman LLP                   08/31/2009

                         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)


TRUE TEMPER: Wins Confirmation of Modified Plan
-----------------------------------------------
Bill Rochelle at Bloomberg News reports that True Temper Sports
Inc. obtained confirmation of its Chapter 11 plan, although with a
change allowing general unsecured creditors to pass through
bankruptcy unaffected and still be able to collect on their
claims.

The U.S. Trustee for Region 3 objected to the original iteration
of the Plan because some unsecured trade suppliers, who were to
receive less than full payment, weren't permitted to vote on the
plan.  Other unsecured creditors, taking nothing from the plan,
were given "little or no notice," according to the U.S. Trustee's
objection.

According to Mr. Rochelle, the Court's confirmation order provides
that general unsecured creditors will be unaffected by the
bankruptcy, enabling them to collect their debts.

The Plan restructures senior debt into a combination of exit
financing and equity in the reorganized debtor.  Debt holders and
stockholders -- the plan investors -- are injecting $70 million
cash that will be used pay down first-lien debt totaling
$105.6 million.  The remainder of the first-lien debt will be
converted into a new term loan under the plan.  The Plan Investors
will obtain most of the new stock of the reorganized company.
The holders of $45 million in second-lien debt are to receive
11.4% of the new stock.

                        About True Temper

True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world.  True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.

As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.

True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446).  Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort.  Logan & Company serves as claims and notice
agent.  Bankruptcy Judge Peter J. Walsh handles the case.


TVI CORP: Wins Confirmation of Reorganization Plan
--------------------------------------------------
The Bankruptcy Court signed an order confirming the reorganization
plan of TVI Corp. on Dec. 8.  The Company's name is changing to
Immediate Response Technologies Inc.  The Chapter 11 plan provides
for secured lender Branch Banking & Trust Co., owed $17.4 million,
to receive $700,000 cash along with all the new equity and a
deficiency claim for about $12 million.  Unsecured creditors split
up $390,000 cash.  The Signature special events business is being
sold for $1.3 million.

                      About TVI Corporation

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  The products
include powered air-purifying respirators, respiratory filters and
quick-erect shelter systems used for decontamination, hospital
surge systems and command and control.  The users of these
products include military and homeland defense/homeland security
customers.

The Company and two of its affiliates filed for Chapter 11
protection on April 1, 2009 (Bankr. D. Md. Lead Case No.
09-15677).  Christopher William Mahoney, Esq., Jeffrey W. Spear,
Esq., and Joel M. Walker, Esq., at Duane Morris LLP, represent the
Debtors in their restructuring efforts.  Alan M. Grochal, Esq.,
and Maria Ellena Chavez-Ruark, Esq., at Tydings and Rosenberg,
serve as counsel to the official committee of unsecured creditors.

TVI listed assets of $23.3 million and debt totaling $37.3 million
in its bankruptcy petition.


UNITED MARITIME: S&P Assigns Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to United Maritime Group LLC.  At the same time, S&P
assigned a 'B' rating to the proposed $200 million second-lien
notes, the same as the corporate credit rating, as well as a '4'
recovery rating, indicating expectations of an average (30%-50%)
recovery in a payment default scenario.

The ratings on Tampa-based United Maritime reflect its highly
leveraged financial profile and participation in the highly
competitive and capital-intensive shipping industry.  The ratings
also reflect exposure to cyclical demand swings in certain end
markets and vulnerability to weather-related disruptions in
business operations.

"The stable outlook reflects S&P's expectations that the company
will generate gradually improving earnings and cash flow, but
remain highly leveraged," said Standard & Poor's credit analyst
Funmi Afonja.  There is little room in the rating for
deterioration in the financial profile.  If earnings decline due
to rate or volume pressures, causing funds flow from operations to
total debt to fall to below 10% or debt to EBITDA to rise above
5.5x, S&P could lower its ratings.

"We consider an upgrade unlikely over the near term due to the
need to replace business that is being shifted from a key
customer, and the weak economic environment," she continued.


US CONCRETE: Wisconsin Investment Board Dumps Equity Stake
----------------------------------------------------------
State of Wisconsin Investment Board disclosed it no longer holds
shares of US Concrete, Inc.

Houston, Texas-based US Concrete, Inc., operates in two business
segments: ready-mixed concrete and concrete-related products and
precast concrete products.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service downgraded U.S. Concrete's corporate
family rating and probability of default rating to Caa1 from B2,
its senior subordinated notes to Caa2 from B3, its speculative
grade liquidity rating to SGL-4 from SGL-2, and changed the rating
outlook to negative from stable.  The downgrades reflect continued
volume deterioration of ready-mixed concrete and precast concrete,
resulting from weak construction activity across all market
segments.  Moody's believes that non-residential construction will
decline in 2010 and ready-mixed concrete prices will weaken.  As a
result, the company's profitability is expected to continue to
suffer and its debt-to-EBITDA leverage to remain elevated over the
next year.  The downgrades also reflect weakened liquidity and the
potential for credit agreement covenant violations in 2010.

On November 17, the TCR said Standard & Poor's Ratings Services
lowered its corporate credit rating on U.S. Concrete to 'CCC+'
from 'B-'.  At the same time, S&P lowered the issue-level rating
on the company's senior subordinated notes due 2014 to 'CCC' (one
notch below the corporate credit rating) from 'CCC+'.  The
recovery rating is '5', indicating S&P's expectation of modest
recovery (10%-30%) in the event of a payment default.  The outlook
is negative.

"The downgrade reflects S&P's concern regarding U.S. Concrete's
deteriorating operating performance as a result of depressed
commercial construction activity and S&P's expectations that the
company's liquidity profile will further weaken for the remainder
of 2009 and into 2010," said Standard & Poor's credit analyst
Tobias Crabtree.

The Company swung to a net loss of $61,298,000 for the three
months ended September 30, 2009, from net income of $1,906,000 for
the year ago period.  The Company posted a net loss of $77,140,000
for the nine months ended September 30, 2009, from a net loss of
$2,898,000 for the year ago period.

At September 30, 2009, the Company had $425,208,000 in total
assets against $418,443,000 in total liabilities.  Retained
deficit was $264,072,000 at September 30, 2009.


UTGR INC: Taps John McLaughlin to Supervise Twin River Operations
-----------------------------------------------------------------
Paul Grimaldi at The Providence Journal reports that the U.S.
bankruptcy court will let UTGR Inc.'s Twin River slot parlor to
hire John J. McLaughlin, formerly president of Centaur Gaming, to
oversee operations at the Lincoln gambling venue.  Court documents
say that Mr. McLaughlin will advise the lenders taking over the
financially troubled slot parlor on how to improve Twin River's
operations in advance of a potential sale.  According to The
Journal, Mr. McLaughlin will evaluate Twin River's physical
condition, analyze its spending and revenue, and review its
marketing and entertainment programs.  The Journal relates that
under the terms of a six-month contract, Mr. McLaughlin will be
paid $30,000 monthly, plus expenses.  Mr. McLaughlin needs an
operator's license from the Rhode Island Department of Business
Regulation.

Paul Grimaldi at The Journal relates that the Twin River slot
parlor's lawyers sought court authorization to transfer the
ownership of the Lincoln gambling venue by October 23 to its major
lenders.  The Journal states that as part of the transition
agreement negotiated between the slot parlor's owners, its lenders
and the State of Rhode Island, the UTGR board of directors will
leave their post.  The report says that the state and the major
lenders will each appoint one member to an oversight board.


UTSTARCOM INC: Green Quits as Human Resources & Real Estate Head
----------------------------------------------------------------
UTStarcom Inc. reports that on December 1, 2009, Mark Green left
his position as Senior Vice President, Worldwide Human Resources
and Real Estate.  Mr. Green's departure was in connection with the
Company's plans to relocate certain functions in China and is
governed by the terms and conditions set forth in the Executive
Involuntary Termination Severance Pay Plan.

                      Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $1.004 billion in total assets, $707.0 million in total
liabilities, and $297 million in total stockholders' equity.

The Company incurred net losses of $150.3 million, $195.6 million
and $117.3 million during the years ended December 31, 2008, 2007,
and 2006, respectively.  During the nine months ended
September 30, 2009, the Company incurred a net loss of
$186.3 million.  The Company recorded operating losses in 18 of
the 19 consecutive quarters in the period ended September 30,
2009.  At September 30, 2009, the Company had an accumulated
deficit of $1.03 billion.  The Company incurred net cash outflows
from operations of $55.2 million and $225.1 million in 2008 and
2007 respectively.  Cash used in operations was $89.2 million
during the nine months ended September 30, 2009.  The Company
said it expects to continue to incur losses and negative cash
flows from operations over at least the remainder of 2009.

The Company's only committed source for borrowings is a credit
facility in China.  During the third quarter of 2009, a
$263.5 million credit facility expired and was not renewed.  The
remaining approximately $58.6 million credit facility expires in
the fourth quarter of 2009.

While improvements in operating results, cash flows and liquidity
are anticipated as management's initiatives to control and reduce
costs while maintaining and growing its revenue base are fully
implemented, the Company believes its recurring losses and
expected negative cash flows from operations raise substantial
doubt about its ability to continue as a going concern.  The
Company's  independent registered public accounting firm included
an explanatory paragraph highlighting this uncertainty in the
Company's annual Report on Form 10-K for the year ended
December 31, 2008.

                          About UTStarcom

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company was
founded in 1991 and is headquartered in Alameda, California.


UTSTARCOM INC: Shah Capital Management Discloses 6.25% Stake
------------------------------------------------------------
Shah Capital Management disclosed it holds in the aggregate
8,004,957 shares or roughly 6.25% of the common stock of
UTStarcom, Inc., as of December 4, 2009.

                      Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $1.004 billion in total assets, $707.0 million in total
liabilities, and $297 million in total stockholders' equity.

The Company incurred net losses of $150.3 million, $195.6 million
and $117.3 million during the years ended December 31, 2008, 2007,
and 2006, respectively.  During the nine months ended
September 30, 2009, the Company incurred a net loss of
$186.3 million.  The Company recorded operating losses in 18 of
the 19 consecutive quarters in the period ended September 30,
2009.  At September 30, 2009, the Company had an accumulated
deficit of $1.03 billion.  The Company incurred net cash outflows
from operations of $55.2 million and $225.1 million in 2008 and
2007 respectively.  Cash used in operations was $89.2 million
during the nine months ended September 30, 2009.  The Company
said it expects to continue to incur losses and negative cash
flows from operations over at least the remainder of 2009.

The Company's only committed source for borrowings is a credit
facility in China.  During the third quarter of 2009, a
$263.5 million credit facility expired and was not renewed.  The
remaining approximately $58.6 million credit facility expires in
the fourth quarter of 2009.

While improvements in operating results, cash flows and liquidity
are anticipated as management's initiatives to control and reduce
costs while maintaining and growing its revenue base are fully
implemented, the Company believes its recurring losses and
expected negative cash flows from operations raise substantial
doubt about its ability to continue as a going concern.  The
Company's  independent registered public accounting firm included
an explanatory paragraph highlighting this uncertainty in the
Company's annual Report on Form 10-K for the year ended
December 31, 2008.

                          About UTStarcom

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company was
founded in 1991 and is headquartered in Alameda, California.


VERMILLION INC: Disclosure Statement Approved for Voting
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Vermillion Inc. is
now soliciting votes for its reorganization plan after it obtained
approval of the explanatory disclosure statement.  At the hearing
on Dec. 8, the judge didn't bend to an objection by shareholders
contending they were entitled to vote in view of the potential for
a "massive dilution" of their stockholding.

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.


VIRGIN MOBILE: Cancels Registration of Class A Common Stock
-----------------------------------------------------------
Virgin Mobile USA, Inc., filed with the Securities and Exchange
Commission a Form 15 to terminate the registration of its Class A
Common Stock, par value $0.01 per share, and suspend its duty to
file reports.

Pursuant to the Agreement and Plan of Merger, dated as of July 27,
2009, by and among Virgin Mobile USA, Sprint Nextel Corporation
and Sprint Mozart, Inc., a wholly owned subsidiary of Sprint
Nextel, Merger Sub merged with and into Virgin Mobile USA with the
Company continuing as the surviving corporation in the merger as a
wholly owned subsidiary of Sprint Nextel.

                      About Virgin Mobile USA

Based in Warren, New Jersey, Virgin Mobile USA, Inc., is a mobile
virtual network operator, commonly referred to as an MVNO,
offering prepaid, or pay-as-you-go, and, following the acquisition
of Helio LLC in August 2008, postpaid wireless communications
services, including voice, data, and entertainment content,
without owning a wireless network.  The Company uses the "Virgin
Mobile" name and logo under license from Virgin Enterprises Ltd.
The Company offers its services over the nationwide Sprint PCS
network under the terms of the Amended and Restated PCS Services
Agreement between the Company and Sprint Nextel.  The Company
conducts its business within one operating segment.

Net income attributable to Virgin Mobile USA common stockholders
was $8.0 million for the three months ended September 30, 2009,
from net income of $3.7 million for the year ago period.  Net
income attributable to Virgin Mobile USA common stockholders was
$38.2 million for the nine months ended September 30, 2009, from
net income of $12.0 million for the year ago period.

Total operating revenue was $293.0 million for the three months
ended September 30, 2009, from $326.5 million for the same period
a year ago.  Total operating revenue was $937.9 million for the
nine months ended September 30, 2009, from $976.4 million for the
same period a year ago.

As of September 30, 2009, Virgin Mobile had $307.4 million in
total assets against $551.6 million in total liabilities.  As of
September 30, 2009, total deficit was $244.2 million.


VISION FOODS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Vision Foods LLC
        1600 NE Coronado Drive, Ste. 242
        Blue Springs, MO 64014

Bankruptcy Case No.: 09-46015

Chapter 11 Petition Date: December 9, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City))

Judge: Arthur B. Federman

Debtor's Counsel: Lisa A. Epps, Esq.
                  Spencer Fane Britt & Browne LLP
                  1000 Walnut Street, Suite 1400
                  Kansas City, MO 64106
                  Tel: (816) 292-8881
                  Fax: (816) 474-3216
                  Email: lepps@spencerfane.com

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

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

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

             http://bankrupt.com/misc/mowb09-46015.pdf

The petition was signed by Sean Tebbe, manager of the Company.


WABASH NATIONAL: Zachman Quits as SVP & Chief Operating Officer
---------------------------------------------------------------
Wabash National Corporation reports that Joseph M. Zachman, Senior
Vice President and Chief Operating Officer, on December 1, 2009,
resigned from the Company effective immediately.  Mr. Zachman has
been a key member of the Company's leadership team for the past
four and a half years and has contributed greatly to improve the
overall operational execution of our manufacturing businesses.

However, in light of the current economic environment, including
the depressed demand levels within the trailer industry, the
Company is continuously challenged to look at its organizational
structure to assure it is sized properly and effectively for the
current operating environment.  Mr. Zachman's resignation is a
result of this depressed demand environment.  Mr. Zachman is
expected to execute a general release and receive the severance
benefits.

On December 7, Wabash National filed Amendment No. 3 to its Form
S-1 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 the
offer and sale from time to time of up to 24,762,636 shares of the
Company's common stock by selling stockholder, or its donees,
pledgees, transferees or other successors-in-interests.  The
shares of common stock being sold are originally issuable upon the
exercise of a warrant held by the selling stockholder, or its
donees, pledgees, transferees or other successors-in-interests.
The Company will not receive any of the proceeds from the sale of
these shares, but will incur expenses in connection with the
offering.

A full-text copy of Amendment No. 3 is available at no charge at:

               http://ResearchArchives.com/t/s?4b74

As reported by the Troubled Company Reporter, Wabash on July 17,
2009, entered into a Third Amended and Restated Loan and Security
Agreement, which was effective August 3, 2009, with Bank of
America, N.A., as a lender and as agent and the other lender
parties. The Credit Agreement has a maturity date of August 3,
2012.  The Amended Facility has a capacity of $100 million,
subject to a borrowing base, and borrowings outstanding totaled
$25.5 million at August 3, 2009.  The lenders waived certain
events of default that had occurred under the previous credit
facility and waived the right to receive default interest during
the time the events of default had continued.

At September 30, 2009, the Company's consolidated balance sheets
showed $240.5 million in total assets, $176.7 million in total
liabilities, $19.4 million in preferred stock, and $44.4 million
in shareholders' equity.

The Company reported current assets of $88.4 million and current
liabilities of $138.0 million at September 30, 2009, resulting in
a working capital deficit of $49.6 million.

                      About Wabash National

Headquartered in Lafayette, Indiana, Wabash National Corporation
is one of the leading manufacturers of semi-trailers in North
America.  Established in 1985, the company specializes in the
design and production of dry freight vans, refrigerated vans,
flatbed trailers, drop deck trailers, dump trailers, truck bodies
and intermodal equipment.  Its innovative core products are sold
under the DuraPlate(R), ArcticLite(R), FreightPro(TM) Eagle(R) and
Benson(TM) brand names.  The company operates two wholly owned
subsidiaries; Transcraft (R) Corporation, a manufacturer of
flatbed, drop deck, dump trailers and truck bodies; and Wabash
National Trailer Centers, trailer service centers and retail
distributors of new and used trailers and aftermarket parts
throughout the U.S.


WORLDSPACE INC: Has Until January 31 to File Chapter 11 Plan
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended Worldspace Inc., et al.'s exclusive
period to file their Chapter 11 plan and to solicit acceptances of
that plan until January 31, 2010, and April 1, 2010.

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


YMCA OF DUTCHESS COUNTY: Files in Poughkeepsie, New York
--------------------------------------------------------
The Young Men's Christian Association of Dutchess County filed for
Chapter 11 (Bankr. S.D.N.Y. Case No. 09-38454) in the face of
foreclosure by Mahopac National Bank.  The YMCA in Poughkeepsie,
New York, listed assets and debt both totaling about $1.5 million.
Secured debt is $1.1 million.


YOUNG MENS CHRISTIAN: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Young Mens Christian Association of Dutchess County
          aka Dutchess County YMCA
        P.O. Box 3084
        Poughkeepsie, NY 12603

Bankruptcy Case No.: 09-38454

Chapter 11 Petition Date: December 9, 2009

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

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  Hampton Business Center, 1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  Email: genmallaw@optonline.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 $1,521,389
and total debts of $1,536,144.

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/nysb09-38454.pdf

The petition was signed by Elaine Trumpetto, president of the
Company.


YRC WORLDWIDE: Gets NASDAQ Exception in Debt for Equity Exchange
----------------------------------------------------------------
YRC Worldwide Inc. on December 8, 2009, said it has received an
exception from the NASDAQ Listing Qualifications Department
relating to shareholder approval of the issuance of up to
42 million shares of the Company's common stock and up to
5 million shares of the Company's new Class A convertible
preferred stock in the Company's pending exchange offer of its
contingent convertible senior notes and USF-8 1/2% notes with an
aggregate face value of approximately $536.8 million.

Assuming full participation in the exchange offer, the holders of
the outstanding notes will own 95% of the Company's common stock
(and voting power) on an as-if converted basis following the
exchange offer.  The exception granted by NASDAQ allows YRCW
common stock to continue to be listed and traded on the NASDAQ
exchange following the completion of the debt for equity exchange.

In connection with the transactions contemplated by the exchange
offer, the Company requested and on December 8, 2009, received
from NASDAQ an exception from certain NASDAQ shareholder approval
rules pursuant to the "financial viability exception" set forth in
NASDAQ Listing Rule 5635(f).  Absent this exception, NASDAQ
Listing Rules would have required shareholder approval prior to
the issuance of the shares of the Company's common stock and Class
A convertible preferred stock to be issued in the exchange offer.
To obtain this exception, the Company was required to demonstrate
to NASDAQ that the delay associated with the effort to secure
shareholder approval would have seriously jeopardized the
Company's financial viability.

As also required by NASDAQ, on November 20, 2009, the Audit/Ethics
Committee of the Company's Board of Directors expressly approved
the Company's reliance on this exception.  A notice to
shareholders regarding the Company's reliance on the financial
viability exception was mailed to shareholders in accordance with
NASDAQ Listing Rules.  A full-text copy of the Notice is available
at no charge at http://ResearchArchives.com/t/s?4b7d

                        Bankruptcy Warning

As reported in the Troubled Company Reporter on November 11, 2009,
YRC Worldwide told investors it would file for bankruptcy if it
cannot complete a $536 million debt exchange offer that will
enable it to tap into a $106 million revolver credit reserve.

YRC said the uncertainty regarding its ability to generate
sufficient cash flows and liquidity to fund operations raises
substantial doubt about its ability to continue as a going
concern.

YRC reported a net loss of $158.7 million for the three months
ended September 30, 2009, from a net loss of $720.8 million for
the same period a year ago.  The Company posted a net loss of
741.5 million for the nine months ended September 30, 2009, from a
net loss of $731.4 million for the same period a year ago.

At September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred
income taxes, net of $131.4 million, pension and post retirement
of $384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.

                        About YRC Worldwide

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of successful brands including
YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland
and Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.


YRC WORLDWIDE: Has Significant Support for Debt-For-Equity Offers
-----------------------------------------------------------------
YRC Worldwide Inc. has extended its offer to exchange up to
42 million shares of the Company's common stock and up to
5 million shares of the Company's new Class A convertible
preferred stock for its outstanding contingent convertible senior
notes and the USF-8 1/2% notes due 2010 issued by the Company's
subsidiary, YRC Regional Transportation, Inc., with an aggregate
face value of approximately $536.8 million, until 11:59 p.m., New
York City time, on December 15, 2009, unless further extended by
the Company.

The exchange offer had been scheduled to expire at 11:59 p.m., New
York City time, on December 8, 2009.

On December 9, 2009, YRC Worldwide said a significant number of
its note holders have tendered their notes pursuant to the
company's debt-for-equity exchange offers.  The company extended
the expiration date for the exchange offers to provide additional
time for all conditions to the offers to be met.  YRC said the
Securities and Exchange Commission has continued to review the
company's Registration Statement on Form S-4 relating to the
exchange offers and has not yet declared the Registration
Statement effective, which is a condition of the offers, among
others.

The exchange offers include each of the outstanding series of
notes:

     -- the company's 5.0% Net Share Settled Contingent
        Convertible Senior Notes and 5.0% Contingent Convertible
        Senior Notes due 2023,

     -- the company's 3.375% Net Share Settled Contingent
        Convertible Senior Notes and 3.375% Contingent Convertible
        Senior Notes due 2023, and

     -- the 8-1/2 % Guaranteed Notes due April 15, 2010 of the
        company's wholly owned subsidiary, YRC Regional
        Transportation, Inc.

The company said that it is encouraged by the response to the
exchange offers, which the company commenced following several
months of ongoing, active implementation of its comprehensive
plan.  The plan is designed to place the company on a more solid
financial base with an enhanced capital structure and improved
operations and cost structure, making it more competitive and well
positioned to take advantage of any upturn in the economy.

As of 11:59 p.m. on December 8, 2009, note holders tendered a
total of 72% of the aggregate principal amount of the outstanding
notes pursuant to the exchange offers, which is below the minimum
percentage required as a condition to the offers.

The company will exchange the notes for shares of the company's
common stock and new Class A convertible preferred stock in such
amounts as are set forth in the company's Registration Statement
on Form S-4, as amended, that the company originally filed with
the SEC on November 9, 2009, which together on an as-if converted
basis, if the note holders tender all of the outstanding notes in
the exchange offers, would represent approximately 95% of the
company's issued and outstanding common stock.

To validly tender their notes, the participating note holders will
be required to become party to a mutual release with the company
and consent to an amendment of the terms of the notes that would
remove substantially all of the material covenants other than the
obligation to pay principal and interest on the notes and those
relating to the conversions rights of convertible notes, and
eliminate or modify the related events of default.

Rothschild, Inc. and Moelis & Company LLC are acting as lead
dealer managers in connection with the exchange offer. Holders of
the notes may contact Rothschild at (800) 753-5151 (U.S. toll-
free) or collect at (212) 403-3716 and Moelis at (866) 270-6586
(U.S. toll-free) or collect at (212) 883-3813 with any questions
they may have regarding the exchange offers.

                        Bankruptcy Warning

As reported in the Troubled Company Reporter on November 11, 2009,
YRC Worldwide told investors it would file for bankruptcy if it
cannot complete a $536 million debt exchange offer that will
enable it to tap into a $106 million revolver credit reserve.

YRC said the uncertainty regarding its ability to generate
sufficient cash flows and liquidity to fund operations raises
substantial doubt about its ability to continue as a going
concern.

YRC reported a net loss of $158.7 million for the three months
ended September 30, 2009, from a net loss of $720.8 million for
the same period a year ago.  The Company posted a net loss of
741.5 million for the nine months ended September 30, 2009, from a
net loss of $731.4 million for the same period a year ago.

At September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred
income taxes, net of $131.4 million, pension and post retirement
of $384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.

                        About YRC Worldwide

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of successful brands including
YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland
and Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.


* Commercial Mortgage Defaults Rise to 3.4% in Quarter
------------------------------------------------------
The default rate on commercial mortgages more than doubled in the
third quarter to 3.4 percent from 1.37 percent a year earlier,
Bill Rochelle reported, citing a report from Real Estate
Econometrics LLC.


* Fitch Reports Improved High Yield Default Outlook; Risks Linger
-----------------------------------------------------------------
Fitch Ratings projects that the U.S. high yield default rate will
continue to decline in 2010 to a range of 6%-7% by year-end, a
marked improvement from 2009's results but still above the long-
term average annual rate of 4.7%.

The pace of U.S. high yield defaults slowed considerably in the
second half of 2009 with both the number of issuers defaulting on
their debt obligations and the par value of bonds affected by the
defaults falling by half compared with the difficult first six
months of the year.  After soaring to 9.5% in June, with 103
issuers defaulting on a combined $79.7 billion in bonds, defaults
fell to 42 issuers affecting $36.8 billion in bonds from July to
November, resulting in a November year-to-date default rate of
13.6% (on $116.5 billion).  Fitch believes that with additional
defaults in December, the default rate will end 2009 just shy of
the lower end of the agency's full year forecast of 15%-18%.

'Pressure on corporate credit quality has continued to ease in
2009 with downgrades steadily retreating quarter over quarter,'
said Mariarosa Verde, Managing Director of Fitch Credit Market
Research.  'While upgrades are still limited, encouraging economic
data and a return to more normal credit market activity has caused
spreads to tighten to summer 2008 levels, a reflection of the
market's improved risk appetite and confidence.'

Fitch's data shows that corporate downgrades fell again in October
and November, contracting some 35% compared with the third quarter
and following a 50% dip in the third quarter.  Rating trends have
reflected broader market developments with both economic and
funding conditions coming back from the brink earlier in the year.
Another positive sign emerged in October when the Federal Reserve
Senior Loan Officer Survey showed fewer banks tightening standards
on commercial and industrial loans than in previous quarters (15%
of respondents reported tightening standards, down by half from
the July survey and far less than the extraordinary spike of more
than 80% recorded in the fall of 2008).  However, the recent
survey still showed net tightening, suggesting that as with other
hopeful developments, much is still riding on the sustainability
and strength of the recovery going into 2010.

Continued progress on the economic front is critical, more so than
in prior recessions because leverage overall remains high and, as
described more fully below, a considerable number of defaults over
the past year have been in the form of out of court debt exchanges
which, while offering some debt relief, have not cut debt to the
same extent as formal bankruptcy.  Earlier research conducted by
Fitch showed that the average high yield company that defaulted
and emerged from bankruptcy from 2000 to 2006, emerged with just a
third of its pre-bankruptcy debt.  In contrast to this, recent
debt exchanges have generally left the affected companies still
saddled with high debt burdens, evidenced by the fact that most
remain rated 'CCC' or lower following the exchange.

'A concern going into 2010 is not only the risk of new defaults
but also a heightened risk of serial defaults,' Verde added.  'If
growth proves weak, some of the debt restructuring measures
adopted over the past year may have only been successful in
helping companies defer rather than avoid bankruptcy.'

Fitch finds that at the end of November, 'CCC' rated issues
continued to represent a sizeable 30% of the U.S. high yield
market (and with issues rated 'B-', 40%).  Of the $230 billion in
'CCC' paper still outstanding, more than a third is associated
with companies that have already done some type of debt exchange,
but even excluding these companies, the 'CCC' pool remains large.
This illustrates that there is still substantial default
vulnerability if anticipated economic growth does not occur.

In addition while there has been an impressive rebound in high
yield bond issuance in 2009, a closer look reveals that the
issuance has had a strong conservative streak.  A record 41% of
issuance has consisted of senior secured bonds.  Also 'CCC' rated
issuance, the ultimate litmus test of the market's risk appetite
has made up just 9% of new bonds -- sharply lower than the share
of the market rated 'CCC'.

Fitch finds that defaults in 2009 have been accompanied by dismal
recovery rates.  To date, the weighted average recovery rate on
2009 defaults is 26% of par.  However, as with other years,
recovery rates have been uneven.

'The weighted average recovery rate on distressed debt exchanges
has averaged 39% of par in 2009, nearly twice the 23% rate
recorded on the rest of the year's defaults,' said Eric Rosenthal,
Senior Director of Fitch Credit Market Research.

Recovery rates were particularly grim in the first half of the
year but, as expected with a rebounding equity market and a
deceleration in defaults, bounced back in the second half.  Fitch
expects recovery rates to continue to firm in 2010 with recovery
rates more in line with historical averages of 30% to 40%.

Despite a new annual high in the dollar value of high yield bond
defaults (according to Fitch's U.S. High Yield Default Index the
previous peak was 2002's $109.8 billion), several technical
developments put downward pressure on the default rate in 2009.
First, an unprecedented share of defaults (30% of the year's
defaulted issuers) consisted of distressed debt exchanges rather
than bankruptcy filings.  Fitch estimates that this shaved 1% off
the default rate since, in contrast to a bankruptcy filing, not
all outstanding debt was affected by the exchanges.  In addition,
the high yield market grew a surprising 10% in size as new bonds
issued as part of the exchanges quickly returned to the universe
of performing issues and as the high yield bond market absorbed
$62 billion in new secured bonds, the majority issued to refinance
existing leveraged loans.  The growth in the market's size
deducted an additional 1% from the year's default rate.


* Fitch Reports Steady Outlook Aerospace & Defense; Risks Remain
----------------------------------------------------------------
Credit quality in the U.S. commercial aerospace industry will
remain under pressure in 2010, while the U.S. defense sector is
likely to experience more stability, according to Fitch Ratings.
Fitch expects deliveries in all commercial aerospace original
equipment segments to decline in 2010, but aftermarket sales
should begin to improve modestly.  Defense spending will continue
to grow in the low single digits.

'Beyond 2010 the industry faces some key issues: likely additional
production cuts at Boeing and Airbus, and possible declines in
U.S. Department of Defense modernization spending,' said Craig
Fraser, Managing Director at Fitch.  'Rating upgrades are unlikely
in 2010, and downgrades remain a risk for some commercial
aerospace companies.'

Credit metrics for many A&D companies deteriorated in 2009, but
they are likely to be steady in 2010.  Profits and cash flows
could be helped by improvement in the high-margin aftermarket, the
full-year impact of 2009 cost reductions, and defense growth, but
they will be held back by higher pension expense and weak
commercial OE markets.  Fitch says liquidity remains strong after
improving in 2009 because of lower share repurchases and some
opportunistic debt issuance, but the company expects cash
deployment will increase during 2010, particularly for
acquisitions and pension contributions.

Key risks for the sector include the weak global economic
recovery, exogenous shocks (terrorism, disease pandemic, etc.),
large U.S. government deficits, and execution on new programs.
The 787 program remains a continuing source of risk for Boeing and
its suppliers.  Flight hours and airline traffic have moved off of
cyclical lows, but they remain at depressed levels.  A general
risk is that some production rates have not been revised downward
materially despite the weak economy.  Fitch does not expect that
financing availability will be a limit on aircraft deliveries in
2010, although some concerns remain in the aircraft finance
business.  Longer-term, Fitch considers the commercial outlook
solid because of large backlogs and the need to build aerospace
infrastructure in developing regions.

Commercial Aerospace:

These expectations for key commercial aerospace segments are
incorporated into Fitch's forecasts:

  -- Large Commercial Aircraft: Fitch expects LCA deliveries from
     Boeing and Airbus will decline approximately 5% in 2010 to
     920 aircraft, with revenues down 5%-10%.  These estimates
     incorporate the announced production cuts for the A320 family
     (down two aircraft per month) and B777 (down almost 30%),
     but they exclude possible 787 deliveries (discussed below).
     Fitch believes there is a strong chance of additional
     production cuts, but these are more likely to take place in
     2011.  Long manufacturing lead times, advance payment
     requirements, and indications of sold-out 2010 production
     schedules support the argument against additional cuts next
     year, unless they are announced in the next few months to
     take effect at the end of 2010.

Fitch's forecasts will include additional 5%-15% cuts beginning in
2011.  Fitch forecasts the additional LCA production reductions in
2011 because of a moderate global economic recovery, airline
capacity reductions in 2008 and 2009, substantial airline losses,
and deliveries that are exceeding typical aircraft retirements.
However, the eventual production declines should be moderate
relative to prior LCA cycles as a result of large backlogs,
production restraint since the last downturn, some remaining
overbooking in the delivery plans, and the geographic diversity of
the customer base.  In addition, the long-term nature of aircraft
assets, as well as operating cost savings, provide incentive for
customers to continue taking delivery of aircraft despite
cyclically weak airline traffic.  If the projected production cuts
are managed with sufficient lead time, both the manufacturers and
the supply base should be able to adjust their cost structures in
time to prevent deterioration of their credit profiles.

Fitch expects LCA orders to be low in 2010 and 2011, a
continuation of the trend in 2009, in which there have been only
287 net orders through November compared to 867 deliveries during
the same period.  There were 142 cancellations through November,
and Boeing has indicated that it had approximately 215 deferrals
in the first three quarters.  Low orders are not a credit concern
given that Boeing and Airbus had a combined backlog of 6,849
aircraft at the end of November, equal to more than seven years of
production at estimated 2010 rates.  Excluding 787 and A350
backlogs, the industry still has almost six years worth of orders.

Boeing's 787 program will continue to be a key concern for the LCA
sector and its supply base in 2010.  If Boeing meets its current
schedule, Fitch estimates the company could deliver 10-15 787s in
late 2010, but there is considerable risk to the schedule,
including an aggressive flight testing program, certification, and
the production ramp-up.  Boeing will be building 787s through the
flight testing program, exposing the company to the risk of
reworking some aircraft if problems are discovered during the
flight tests.  Uncertainty over customer penalties and supplier
claims add to the 787s risks.  Through November, the 787 accounted
for the bulk of Boeing's order cancellations (83 out of 111),
although the company still has 840 firm orders for the aircraft.

  -- Commercial Aftermarket/Services: The commercial aftermarket
     will likely be the first part of the aerospace industry to
     recover from the downturn.  Fitch forecasts aftermarket
     spending will be flat to up 5% in 2010, with a weak first
     half offset by an improved second half.  The expected
     economic rebound should drive airline traffic growth and
     eventually will lead to rising flight hours and capacity,
     which are the primary drivers of aftermarket spending.  Some
     inventory rebuilding and completion of deferred maintenance
     should also help the aftermarket recover in 2010.  Business
     jet utilization has also been improving off of a low base,
     which will aid aftermarket spending in that sector.

Fitch's general concern for the aftermarket is that current
conditions are still very weak, with many companies reporting
double digit declines year-over-year in the third quarter.  Some
capacity metrics are still negative despite indications of
increased airline traffic.  Fitch will have more conviction on the
outlook for this sector once capacity starts to increase.
Companies with healthy exposures to this high-margin segment
include Goodrich, Honeywell, Rockwell Collins, Transdigm, and
United Technologies.

  -- The business jet market was the worst commercial aerospace
     sector in 2009, suffering a rapid and severe downturn.
     Industry deliveries fell 38% through September, and Fitch
     expects a 35%-40% unit decline for the year, with revenues
     likely down 25%-30%.  An eventual peak-to-trough unit decline
     of 50% or more for the industry is not out of the question,
     and Fitch expects aircraft deliveries to fall another 5%-10%
     in 2010 from 2009 levels.  The large unit declines result
     from hundreds of order cancellations and the failure of light
     jet manufacturer Eclipse Aviation.

Although utilization rates have started to rise and corporate
profits have turned up, Fitch expects continued weakness in the
sector because utilization rates are still well below peak levels
and the corporate profit improvement is largely due to cost
cutting.  This sector will continue to be volatile because of the
discretionary nature of the product, the availability of numerous
substitute forms of travel, and the relationship to corporate
profits.  A key development in the sector in the past five years
has been strong orders from outside North America, and these
international orders could be the catalyst for an upturn beyond
2010.  Manufacturers in this sector include Bombardier, Dassault
Aviation, Embraer, General Dynamics, Hawker Beechcraft, and
Textron, as well as key suppliers such as Honeywell.

  -- The regional aircraft market (regional jets and turboprops)
     has many of the same drivers as the LCA market, but it has
     lower backlogs.  Orders so far in 2009 have been weak, and
     the outlook for this sector is negative for 2010.  Regional
     jets deliveries from Bombardier and Embraer will probably
     fall about 15% in 2009 and at least 15% in 2010, excluding
     possible deliveries from new entrants in the market.  Fitch
     estimates that turboprop deliveries from Bombardier and ATR
     (a joint venture between EADS and Finmeccanica) will rise
     modestly in 2009, but they will likely decline 5% in 2010.
     New entrants into the regional jet market remain an important
     part of the sector's outlook, and in 2010 the market will
     likely see the initial deliveries of Sukhoi's Superjet 100
     and China's ARJ21.

Defense:

High U.S. DoD spending levels continue to support defense sector
credit quality, and the outlook is still favorable in the near
term because spending in fiscal year 2010 will continue to rise.
The core DoD budget should grow approximately 4% in FY2010, and
modernization spending (procurement plus R&D), the most relevant
part of the budget for defense contractors, should be up 2%-3%.
Fitch believes that FY2010 is probably the peak in modernization
spending, and there are several risks to monitor in FY2011 and
beyond.  These include the Obama Administration's first full
budget in FY2011, the Quadrennial Defense Review, and the large
projected federal budget deficits in FY2009-FY2011.  In addition
to spending levels, some other changes proposed by the new
administration could have a detrimental impact on defense
contractors, including acquisition reform and the 'insourcing' of
services previously contracted out by the DoD.

Fitch believes core modernization spending could decline 1%-2% in
FY2011, although the overall core budget could rise.  The FY2011
budget and QDR will likely continue the changes the Obama
administration introduced in the current year's budget, and Fitch
is not anticipating any dramatic shifts.  Fitch expects
supplemental spending that supports operations in Iraq and
Afghanistan will fall over the next several years, but for several
reasons the decline will be gradual, and the supplemental spending
will not disappear.  Spending related to Iraq will be down, but
spending in Afghanistan will increase.  Some security spending by
the U.S. in Iraq will likely be replaced by Iraqi government
spending, which could continue to be a source of revenues to U.S.
contractors.  Finally, the DoD will need to refurbish or replace
some equipment and material that is in poor condition or left in
Iraq.

Given the strong credit metrics and liquidity at most of the
leading defense contractors, ratings in the sector are unlikely to
be pressured by modest declines in modernization spending.
Program execution and cash deployment probably present greater
risks.  Defense company backlogs fell in the first three quarters
of 2009 due to some program cancellations, although orders in the
fourth quarter could reverse some of the decline.

Liquidity and Cash Deployment:

Strong liquidity and financial flexibility helped the North
American A&D industry withstand the difficult economy in 2009, and
the industry even improved its liquidity position in the past 12
months, although at the expense of increasing total debt to
$60 billion from $55 billion.  At the end of the third quarter the
top 15 A&D companies rated by Fitch in North America had
$35 billion in cash compared to approximately $5 billion in
current debt maturities and short-term debt.  The only material
credit facilities set to expire in 2010 (GD, L-3, and RTN) have
already been replaced.

Many companies in the sector pulled back on discretionary
expenditures in 2009 (share repurchases fell $10 billion, for
example) in the interests of building liquidity.  With
stabilization appearing in some parts of the A&D sector, Fitch
expects greater cash deployment in 2010.  Acquisition activity
began to increase in the past quarter, and Fitch expects this will
continue in 2010.  Share repurchases and dividend increases will
likely rise as well.

Higher pension contributions will be another use of cash in 2010.
The A&D sector has seven of the largest 25 pension plans in
corporate America, and some are significantly underfunded.  The
situation is mitigated for defense contractors, which get some
recovery of pension costs in government contracts.  Harmonization
of Cost Accounting Standards and the Pension Protection Act is
something to watch during 2010.

In Fitch's view, Boeing will have the most significant liquidity
pressures in 2010.  Delays in the 787 and 747-8 programs over the
past 18 months have negatively affected Boeing's credit quality
because of inventory build-up, delayed advance payments, and
higher development expenses.  Cash flow pressures will likely
persist into 2011 due to continued inventory build-up in support
of initial 787 deliveries.  Although free cash flow will probably
be positive in 2009, Fitch believes that break-even or negative
free cash flow is possible in 2010 depending on the ultimate
schedule for 787 deliveries, production rates on other aircraft
models, and the company's working capital management, which has
been good in 2009 considering the 787 inventory pressures and
reduced advances because of lower orders.

Aircraft Finance:

Fitch does not expect that financing availability will be a limit
on aircraft deliveries in 2010, although some concerns remain in
the aircraft finance business.  The aircraft finance market was
not as bad as feared in 2009, and Fitch expects this trend to
continue because credit markets have improved and lower forecasted
aircraft deliveries will mean a lower financing requirement than
in 2009.  Fitch projects funding requirements will be
$60-$65 billion for LCA and regional aircraft in 2010, about
$5 billion lower than in 2009.  An additional $10-$15 billion
could be needed for business jets, also down versus 2009.

Concerns in the aircraft finance market include the damaged
business models of some large aircraft lessors, the exit of some
banks from the market, and indications that pre-delivery payment
financing was difficult for some airlines in 2009.  Several
factors offset these concerns, including strong support from
export credit agencies, the emergence of some regional financial
players in the market, better capital markets activity in the past
few months, and the ability of Boeing and Airbus to provide
customer financing.  Fitch estimates that ECAs could support
approximately 25% of LCA deliveries in 2009, illustrating the
benefit the industry has received from indirect government
support.  It looks like Boeing and Airbus will finance less than
$2 billion of new aircraft in 2009, leaving the companies with the
capacity to help customers in 2010 if needed.  New aircraft serve
as attractive lending collateral due to the mobility of the
assets, operating efficiency compared to previous aircraft
generations, and unique treatment in bankruptcy in some
jurisdictions.

The comments above apply to new aircraft financing, not
refinancings of existing debt.  Fitch estimates that there will be
$14 billion of maturing airline debt in the U.S. alone in 2010-
2011.

Economic Assumptions:

Underpinning Fitch's A&D outlook is the firm's most recent global
economic outlook, which as of October 2009 calls for global GDP to
shrink 2.8% in 2009, followed by global growth recovery to 2% in
2010 and 2.7% in 2011.  GDP should rise, but from a low base, and
expansion will be weak relative to previous recoveries.  There is
some uncertainty in 2011 due to likely tightening of monetary and
fiscal stimulus.  Fitch expects GDP to grow 6.5% in the BRIC
countries (Brazil, Russia, India, China) in 2010.  Although global
GDP looks set to return to positive growth, the absolute level of
GDP is low and, in the U.S., it is possible that GDP may not
return to the 2008 level until 2011.

Fitch's specific A&D assumptions include no recovery in 2010 other
than early cycle parts such as aftermarket.  Late cycle segments
such as original equipment will continue to be weak, showing some
volume declines, although nowhere near as dramatic as in 2009 or
in the last downturn that began in 2001.

A more detailed report on the global 2010 aerospace & defense
industry outlook will be available on the Fitch Ratings Web site
at 'www.fitchratings.com' in January.

Fitch-rated issuers and their current Issuer Default Ratings in
the North American aerospace/defense sector:

  -- Alliant Techsystems Inc. (ATK) ('BB'; Outlook Stable);

  -- Boeing Company (BA) ('A+'; Outlook Negative);

  -- Bombardier Inc. (BBD/B) ('BB+'; Outlook Negative);

  -- General Dynamics Corporation (GD) ('A'; Outlook Stable);

  -- Goodrich Corporation (GR) ('BBB+'; Outlook Stable);

  -- Honeywell International Inc. (HON) ('A'; Outlook Negative);

  -- ITT Corporation (ITT) ('A-'; Outlook Stable)

  -- L-3 Communications Corporation (LLL) ('BBB-'; Outlook
     Stable);

  -- Lockheed Martin Corporation (LMT) ('A-'; Outlook Stable);

  -- Northrop Grumman Corporation (NOC) ('BBB+'; Outlook Stable);

  -- Raytheon Company (RTN) ('A-'; Outlook Stable);

  -- Rockwell Collins, Inc. (COL) ('A'; Outlook Stable);

  -- Textron Inc. (TXT) ('BB+'; Outlook Negative);

  -- Transdigm Group (TDG) ('B'; Outlook Stable);

  -- United Technologies Corporation (UTC) ('A+'; Outlook Stable).


* Fitch Says Rating Trends Stable for Diversified Industrials
----------------------------------------------------------------
According to Fitch Ratings, the number of negative rating actions
for the U.S. Diversified Industrials sector is likely to be much
lower in 2010 than in 2009 as rating trends are expected to
stabilize.  A return to economic growth across many regions, the
gradual completion of restructuring and downsizing programs, focus
by issuers on stronger balance sheets, and a more stable operating
environment compared to the early phase of the global recession
will all contribute to more stability next year.  The pace of
ratings downgrades in the broader U.S. corporate bond market
slowed materially in the third quarter of 2009, which would be
consistent with expectations for a slowly improving global economy
and better performance by most companies in the diversified
industrial sector.

'Currently, Negative Rating Outlooks among diversified companies
rated by Fitch significantly outnumber Positive Outlooks, but as
issuers repair their credit profiles, Negative Outlooks could be
revised to Stable and upgrades could increase,' said Eric Ause,
Senior Director at Fitch.  'Positive rating actions would be
expected to occur late in the credit cycle, possibly after 2010 as
a return to stronger credit metrics may be slower than usual,
which reflects the severity of the recent recession, simultaneous
stresses in the credit markets that have pressured liquidity, and
the potentially anemic pace of an economic rebound.'

Issuers Expected to Rebuild Balance Sheets in 2010:

Entering 2010, leverage is at relatively high levels for many
diversified companies.  Higher-than-normal leverage is not unusual
at this stage of the credit cycle and is due largely to lower
operating results.  When operating results eventually improve,
leverage can also be expected to improve.  However, the recovery
is anticipated to be slow which could hinder a return to lower
leverage.  This concern is partly mitigated by a trend towards
managing balance sheets more conservatively in response to
difficult capital markets and the evident value of liquidity.
Several diversified companies issued meaningful amounts of equity
in the first nine months of 2009 (GE, JCI, KMT, TXT), not
including ETN which issued equity in 2008, and two issuers (GE,
TXT) cut their dividends.  Acquisition activity has been quiet but
could increase in 2010, reflecting recent increases in valuations.

Rebound in Operating Performance Expected to be Slow:

Sales in 2010 for U.S. diversified companies are expected to
improve slowly from trough levels reported during 2009, but the
recovery from the recent recession could be fitful.  Fitch
anticipates that a full recovery will not occur until late-cycle
sectors of the economy begin to revive, possibly as late as 2011.
Underpinning Fitch's Diversified outlook is the firm's most recent
global economic outlook, which as of October 2009 calls for global
GDP to shrink 2.8% in 2009, the first time annual growth has been
negative since WWII, followed by expected global growth recovery
to 2% in 2010 and 2.7% in 2011.  In the major advanced economies
(MAEs) where diversified companies still conduct the bulk of their
business, GDP is forecast to decline 3.7% in 2009 and return to a
tepid growth rate of 1.2% in 2010.  Fitch expects GDP to grow 6.5%
in the BRIC countries (Brazil, Russia, India, China) in 2010.
Although global GDP looks set to return to positive growth, the
absolute level of GDP is low, and it is possible that in the U.S.
GDP may not return to the 2008 level until 2011.

Mixed Revenue Outlook:

Diversified companies typically are composed of a mix of early-,
mid- and late-cycle businesses.  They also sell into diverse
geographic end-markets.  As a result, the pace at which sales
recover will vary by issuer depending on each issuer's customer
base.  On a sequential basis, demand generally stopped falling by
the third quarter of 2009.  In many late-cycle markets, orders
have stopped falling, although actual sales could decline for
another quarter or two.  Most issuers remain cautious about
predicting the strength and timing of a rebound in sales.  Normal
economic signals are obscured by several factors: 1) inventory
destocking earlier in 2009, followed by re-stocking which would
represent a non-recurring boost to sales, 2) the U.S. cash-for-
clunkers program that accelerated the replacement of older
vehicles in the automotive sector, and 3) stimulus spending in
China and cash-for-clunkers programs in Europe.

Late-cycle businesses such as non-residential construction will
remain weak well into 2010, offsetting improvements in early cycle
businesses.  In the aerospace sector, Fitch expects large
commercial aircraft deliveries by Boeing and Airbus to decline
approximately 5% (excluding potential 787 deliveries) from 2009,
but there is a risk of additional production cuts, especially in
2011.  However, high backlogs at Boeing and Airbus should buffer
the expected decline.  The aerospace aftermarket could show some
improvement in late 2010 after declining sharply in 2009 due to a
reduction in the number of flights and the cannibalization of
parked planes by the airlines.  Business jet deliveries appear
likely to decline further in 2010 following a very weak year in
2009.  Fitch expects business jet deliveries for all of 2009 to
fall 35-40% from a cyclical peak in 2008, and a peak to trough
decline of 50% would not be unrealistic.  Diversified companies
with material exposure to aerospace include GE, ETN, HON, TXT and
UTX.

Non-residential construction is expected to fall 12% in 2010
following a 16% decline in 2009 according to the American
Institute of Architects' most recent Consensus Construction
Forecast.  It is possible that conditions could be weak well
beyond 2010, depending on trends in vacancy rates and the
availability of financing.  Most diversified companies have some
exposure to non-residential construction through electrical
products (CBE, HUBB, ETN, TNB), controls and systems (HON, JCI),
elevators (UTX), scaffolding (HSC) and a wide variety of other
products and services.  Some non-residential markets will benefit
from expected spending related to stimulus and energy conservation
projects, particularly institutional buildings for which the
outlook is not as negative as it is for office, retail and
industrial buildings.

The U.S. market is expected to fare worse than other regions
around the globe.  Europe is also weak.  Developing markets have
largely performed better than developed markets and should return
to normal growth more quickly.  As the U.S. represents a large
share of total non-residential construction, a protracted downturn
in non-residential construction will temper the impact of
improving results in other parts of the economy.  Residential
construction also is a significant market for diversified
companies.  The sector has shrunk so much over the past few years
that there is not much downside risk.  On the other hand, it is
not clear how quickly the sector will recover given the large
inventory of homes, a lack of liquidity affecting private
financing, and declining valuations that leave many homeowners
with negative equity.

The outlook is more positive for shorter-cycle, consumption
oriented businesses (services and parts) that should benefit from
a resumption of stable economic activity.  However, absolute sales
levels are currently low and growth seems likely to be tepid as
there are few end-markets where strong demand is expected.  Sales
growth could vary across sectors depending on their location in
the capital investment chain.  Sales of longer-lived parts and
equipment may only recover gradually as existing production
capacity and equipment is brought to full capacity or used up.
Exceptions include certain energy and infrastructure markets.
These markets are less directly tied to economic cycles than to
long-term demand for energy and to demographic trends that affect
public funding for water and transportation projects.

Margins to Benefit from Cost Controls and Stabilizing Sales:

During 2010 diversified companies can be expected to rebuild
margins as they complete restructuring efforts and align costs
with lower sales levels.  Margin performance has varied widely in
2009.  Some companies (UTX, TNB, FLS) reacted early or were able
to take advantage of a variable cost structure to limit margin
declines.  In other cases, orders and sales dropped sharply,
particularly in short-cycle businesses, contributing to temporary
quarterly losses (KMT, ETN, JCI).  Profitability typically was
restored by the third quarter of 2009 when sales stopped falling
at the rapid pace that occurred in the first half of the year.
Although conditions should be more stable in 2010 than during
2009, demand remains weak and diversified companies will be
challenged to balance the risk of excess capacity with the
possible loss of market share when demand eventually improves.  In
late-cycle businesses, margins could remain under pressure well
into 2010 until the recession runs its course.  This concern is
mitigated by a long order cycle, relative to short-cycle
businesses, that helps smooth out production and reduce sales
volatility.  Cancellations by customers remain a risk, however, as
does the availability of financing that often is an important
factor in long-cycle projects.  Government stimulus spending may
limit these risks depending on where and when it is used.

Other items could also affect margins in 2010.  Raw material costs
have fallen dramatically since peaking in 2008.  However, some
costs, such as oil and copper, have subsequently rebounded,
highlighting volatility as an ongoing risk.  In the near term, a
weak economy can be expected to keep raw material costs at
moderate levels.  Pricing represents another risk.  To date there
has been limited pricing pressure, but it could increase as old
contracts run off and as diversified companies and their customers
continue to adjust to a period of low demand.  Finally, pension
expense could increase depending on market conditions.  Any cash
impact on pension contributions would appear to become more
significant after 2010.

Restructuring to Wind Down Gradually:

As restructuring is gradually completed, margins in 2010 will be
supported by lower costs and the absence of restructuring charges.
Any increases in volume would also support margins through better
absorption.  Margins in 2010 may not increase to levels seen prior
to the recession, but they should improve on a sequential basis
compared to cyclical lows, many of which occurred in the second
quarter of 2009.  Steep sales declines in the first half of 2009
depressed operating margins, sometimes causing losses in certain
businesses as capacity couldn't be reduced quickly enough to
offset lower volumes.

Temporary cost reductions were initiated by a large number of
diversified companies during 2009 to protect profits and preserve
liquidity.  Their eventual reversal could partly negate the
positive impact of restructuring.  Some temporary cost reductions
have already been reversed, but others remain in place and may not
be reversed until economic conditions improve further.  Temporary
cuts included furloughs and reductions to compensation such as
bonuses and 401(k) plans.

Free Cash Flow Could Decline Modestly:

Fitch anticipates that cash from operating activities in the near
term may be only slightly lower than historical levels, relative
to income.  As explained above, aggressive restructuring has
enabled many diversified companies to limit margin declines to
modest levels.  Working capital reductions have supported cash
flow during 2009 as sales have fallen.  Sales growth in 2010 could
reverse this trend and require cash to be invested in working
capital, but amounts likely would not be large given expectations
for slow economic growth.

Pension liabilities continue to be a concern.  Although asset
returns in 2009 have been favorable, interest rates remain low and
may negate a portion of asset returns when net pension liabilities
are calculated at the end of 2009.  In many cases, required
pension contributions in 2010 may remain low, but they could
increase in subsequent years unless further strong asset returns
and/or an increase in the discount rate help to reduce net pension
liabilities.

Fitch does not expect capital expenditures to increase
substantially in 2010 compared to reduced levels in 2009.  The
primary driver is the lack of investment opportunities related to
slow growth, although some issuers in 2009 reduced capital
spending in an effort to preserve liquidity in the face of
difficult conditions in the debt markets.  As with working
capital, any benefit to free cash flow would likely be reversed
once sales improve and companies look to take advantage of
internal growth opportunities.

Uncertain Impact of Discretionary Expenditures:

Acquisitions may become more common in 2010 as visibility into
end-market demand improves further.  Most diversified companies
continue to maintain a list of potential acquisitions and could
act quickly.  Acquisition activity was relatively low in 2009 due
to a focus by some issuers on preserving liquidity, the related
issue of limited availability or high cost of financing, the
unwillingness of sellers to accept low prices, and a priority on
restructuring existing operations.

Share repurchases could increase in 2010 but are not likely, in
Fitch's view, to be nearly as substantial as in previous years.
Issuers are focused on maintaining a strong balance sheet to
offset the impact of weaker earnings, a lack of confidence in the
availability of financing, and uncertainty about the economy.
Even UTX and SPW, which are among the more consistent companies
with respect to discretionary cash deployment, have scaled back
share repurchases until conditions improve.

Liquidity and Financing Expected to be Manageable:

Disruptions in the capital markets during the past two years have
faded but could have a long tail.  Government support played a
major role in stabilizing the capital markets and it continues to
be important.  Despite investor confidence that contributed to
strong market returns during 2009, it is unclear to what degree
the capital markets still depend on government support or how
quickly government support will be phased out.  Diversified
companies sell into end-markets where financing may be needed to
fund projects or large equipment.  If the availability of
financing continues to be problematic for customers of diversified
companies, future sales could be negatively affected.

Among the diversified companies rated by Fitch, financing
continues to be available and liquidity concerns have been
addressed successfully.  The only exception was TXT's drawdown of
its bank facilities in February 2009 as a defensive action to
protect its liquidity while it proceeds with the wind-down of non-
captive financing at Textron Financial.  Even so, TXT was
subsequently able to issue debt and equity.  Although issuers are
able to access the capital markets, there are concerns about
market reliability.

Issuers are likely to be less sensitive to conditions in the
commercial paper market in 2010 than during the past one to two,
largely because they have taken a more cautious approach to
managing their balance sheets in response to the previous capital
market disruptions.  A number of issuers paid down commercial
paper balances with proceeds from long-term debt or equity, while
others paid down commercial paper as a way to reduce total debt
and control leverage.  Due to continuing uncertainty surrounding
the capital markets, issuers could continue to look for
opportunities to issue debt in 2010 while interest rates are
favorable.

Bank financing has become more restrictive, most notably when
issuers look to renew revolving credit facilities that typically
represent an important source of liquidity.  Previous market
losses and growing delinquencies that normally accompany
recessions have pressured bank to improve their capitalization and
reduce their risk exposure.  As a result, banks are offering less
favorable terms.  In most cases, revolving credits are being
renewed at lower amounts, shorter terms and higher pricing.  If
such terms don't eventually return toward previous levels, issuers
may consider increasing their reliance on long-term debt and other
sources of financing.

Strategic Implications:

The impact of the recession on credit metrics for certain issuers
(ETN, JCI, TXT) has been exacerbated by a variety of factors such
as acquisitions, end-market exposure, or strategic actions.
Depending on the path of the economic recovery, more time than
usual may be needed to return credit metrics to normal levels at
these and other issuers similarly affected.  Debt reduction can be
expected to be a priority.  However, a long-term risk is the
possibility that it may be difficult to regain stronger credit
metrics while at the same time funding strategically important
activities such as acquisitions.  As a result, there potentially
could be a trade-off, at least in the short run, between
profitability and competitiveness on one hand and, on the other
hand, a strong balance sheet and financial flexibility.

Issuers in the Diversified Industrial Sector:

Fitch-rated issuers and their current Issuer Default Ratings in
the U.S. diversified industrial sector:

  -- Cooper Industries (CBE) ('A'; Outlook Stable)
  -- Dover (DOV) ('A'; Outlook Negative)
  -- Eaton (ETN) ('A-'; Outlook Negative)
  -- Flowserve (FLS) ('BB+'; Outlook Positive)
  -- Fluor (FLR) ('A-'; Outlook Stable)
  -- Harsco (HSC) ('A-'; Outlook Stable)
  -- Honeywell (HON)('A'; Outlook Negative)
  -- Hubbell (HUBB) ('A'; Outlook Stable)
  -- IDEX (IEX) ('BBB+'; Outlook Stable)
  -- ITT Corporation (ITT) ('A-'; Outlook Stable)
  -- Johnson Controls (JCI)('BBB'; Outlook Stable)
  -- Kennametal (KMT) ('BBB-'; Outlook Negative)
  -- Parker-Hannifin (PH) ('A'; Outlook Stable)
  -- Rockwell Automation (ROK) ('A'; Outlook Negative)
  -- SPX Corporation (SPW) ('BB+; Outlook Stable)
  -- Textron (TXT) ('BB+'; Outlook Negative)
  -- Thomas & Betts (TNB) ('BBB'; Outlook Stable)
  -- Tyco International Ltd. (TYC) ('BBB+'; Outlook Stable)
  -- United Technologies (UTX) ('A+'; Outlook Stable)


* Lawmakers Revise Creditor Haircut For Failing Banks
-----------------------------------------------------
According to Law360, Reps. Brad Miller, D-N.C., and Dennis Moore,
D-Kan., plan to offer an amendment to financial regulatory reform
legislation that would reduce the amount by which the Federal
Deposit Insurance Corp. can limit the claims of secured creditors
of failed banks.


* SIPC Chief Struggles with Madoff Claims
-----------------------------------------
After decades largely spent shutting down no-name firms with a few
hundred customers, Stephen P. Harbeck, the president and CEO of
the Securities Investors Protection Corp. has spent the last year
overseeing the largest bankruptcy on record, the failure of Lehman
Brothers and the Ponzi scheme run by Bernard L. Madoff, according
to ABI.


* Barnes & Thornburg Brings Bankruptcy Pro to Atlanta
-----------------------------------------------------
Law360 reports that Barnes & Thornburg LLP has added its first
bankruptcy practitioner to its Atlanta office, luring a partner
away from Kilpatrick Stockton LLP.


* Scott Slaby Joins McDonald Hopkins as IP Associate
----------------------------------------------------
Scott M. Slaby has joined the Cleveland office of McDonald Hopkins
LLC as an Associate in the firm's Intellectual Property Practice.

Slaby has six years of experience counseling clients on obtaining
and protecting intellectual property rights.  In particular, he
assists clients in domestic and foreign patent preparation and
procurement in the chemical, biochemical, and mechanical arts.
Slaby also prepares legal opinions regarding patentability,
validity, and right to market.  He has handled matters involving a
variety of areas in the chemical and life-science arts. Slaby's
experience includes trademark prosecution and counseling, as well
as IP Due Diligence, and assisting in patent, trademark,
copyright, and trade secret litigation, licensing, and agreement
matters.

Slaby received his J.D., summa cum laude, from Cleveland-Marshall
College of Law in 2003.  He received a Master of Science degree
from John Carroll University in 1997 and a Bachelor of Science
degree from John Carroll University in 1995.

                    About McDonald Hopkins

With more than 130 attorneys in Chicago, Cleveland, Columbus,
Detroit, and West Palm Beach, McDonald Hopkins is a business
advisory and advocacy law firm focused on business law,
litigation, business restructuring and bankruptcy, healthcare, and
estate planning.  The president of McDonald Hopkins is Carl J.
Grassi.


* BOOK REVIEW: Unique Value - The Secret of All Great Business
               Strategies
--------------------------------------------------------------
Author: Andrea Dunham and Barry Marcus, with Mark Stevens and
Patrick
        Barwise
Publisher: BeardBooks
Softcover: 303 pp.
List Price: $34.95  trade paper
(reprint of 1993 book published by Macmillan).

"Never stop leveraging what you do uniquely well," the authors
tell the reader.  This is the aim of a corporation seeking to
profit from its unique value.  Any good businessperson will know
how to do this leveraging in his or her given business
environment.  The challenge, however, is determining the
corporation's unique value; which is, in most cases, an
interrelated set of strengths.  The book instructs the reader on
the process and method for determining unique value: how to
recognize it; how to inculcate it into the corporate culture, and
how to keep it in focus and preserve it during changing business
conditions.

Using many charts and diagrams, Dunham and Marcus illustrate their
trademarked Unique Value = ROI Model. ROI -- return on investment
-- is a familiar business ratio.  It is not ordinarily linked to
something called "unique value."  But the authors make a
compelling argument that the two are related.  In fact, a case can
be made that nearly every business achieves its ROI from its
unique value, even though ROI is the universally accepted
financial measure of a corporation's productivity.  With Dunham
and Marcus offering this new perspective on ROI, one quickly
realizes that unique value (and ROI) is a function of marketing,
customer relations, strategic planning, and other less tangible
corporate factors.  Although the authors do not elaborate on the
relationship between unique value and these factors, it is easy to
draw the conclusion that ROI is as much a result of image or
market presence as it is financial planning and management.

The Unique Value Model is best seen as a pyramid with the
"informing concept" of the Unique Value strategy at its peak.  The
pyramid has four bases: Consumer/Customer, Business Systems and
Skills, Product/Technology, and Competition.  These are the four
major interrelated factors of any business organization.  The
authors posit that each of these has to be "analyzed, structured,
and fully understood" for the Unique Value = ROI Model to be
informative and effective.  The Unique Value Model serves as an
inherent guide, or touchstone, for managing a corporation.

Unique Value is ultimately concerned with decision-making and
operations.  This is what Marcus and Dunham mean by their advice
to "never stop leveraging what you do uniquely well."  The authors
demonstrate how corporate managers can apply their knowledge of
Unique Value to shape employee activity and interactions with
customers or clients, plan marketing campaigns, decide upon the
content and style of advertising, follow closely what certain
competitors are doing, look for particular acquisitions, and other
practices upon which the success of corporation depends.  Mid- and
lower-level employees may not even know there is such a core
concept as Unique Value; but they will be a part of its embodiment
from the leadership of executives and managers.

IBM, Frito-Lay, Seagram's, Yamaha, and Holiday Inn are among the
prominent businesses that are used as examples of how Unique Value
can be applied to ROI.  Aspects of the model are already widely,
though, in many cases, only partially practiced by successful
corporations.  After reading this book, it's hard to imagine how a
corporation can be successful without heeding the principles of
unique value.  The challenges posed by today's business
environment are greater than ever.  Competition is fierce, both at
home and from abroad; consumer demands are fickle; and politics
pervades everything from taxes to the environment.  Corporations
that can clearly articulate and unerringly implement their Unique
Value have an advantage over their competitors.  As the
originators of the Unique Value = ROI Model, Marcus and Dunham no
one can do a better job on instructing corporate leaders on this
matter of vital interest to corporations.

Andrea Dunham and Barry Marcus were partners in founding the
management and marketing consulting firm Dunham & Marcus.  One of
the major developers of the proprietary Unique Value = ROI Model,
Marcus is now CEO of Unique Value International, a consulting firm
in the areas of marketing and brand development.



                           *********

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.

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