TCR_Public/091214.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 14, 2009, Vol. 13, No. 345

                            Headlines


ADVANTA CORP: Court Extends Schedules Filing Until January 25
ALFONSO PULIDO: Voluntary Chapter 11 Case Summary
ALL LAND INVESTMENTS: Court Sets January 15 as Claims Bar Date
ALL LAND INVESTMENTS: Gets Final Approval for KSJS DIP Facility
AMN HEALTHCARE: Moody's Assigns 'Ba1' Rating on $185 Mil. Loan

AMSCAN HOLDINGS: Moody's Upgrades Ratings on Loan to 'Ba2'
AMTRUST FINANCIAL: NYCB to Change 29 Branches to Ohio Savings
ARAMARK CORP: Bank Debt Trades at 8.35% Off in Secondary Market
ARCLIN US: Expects to Complete Restructuring in Early January
ARIZONA EQUIPMENT: Gets Final OK to Use Creditors Cash Collateral

ARIZONA EQUIPMENT: Plan Outline Hearing on January 12
ASARCO LLC: Baker Botts Could Get Over $134MM for Asarco Case
ASARCO LLC: Grupo Mexico Has Plan Administration Pact With A&M
ASARCO LLC: Grupo Mexico Identifies Discarded Contracts
ASARCO LLC: Parent Post-Conf. Issues Jurisdiction Clarified

ASARCO LLC: Pays US$1.79 Billion for Environmental Cleanup
ASARCO LLC: USW Appeals Plan Confirmation Order
AVAGO TECHNOLOGIES: Moody's Upgrades Corp. Family Rating to 'Ba2'
AVENTINE RENEWABLE: Stockholder Asks for Plan Alternatives
AVERY ENVIRONMENTAL: No Longer in Danger of Financial Collapse

AVIS BUDGET: Bank Debt Trades at 5.19% Off in Secondary Market
BASHAS' INC: Fine Food Not Part of CityScape Project
BASIC ENERGY: S&P Downgrades Corporate Credit Rating to 'B'
BERNARD MADOFF: Clients May Seek Chapter 11 to Halt Clawback Suits
BERNARD MADOFF: SEC Proposal May Help Some of Early Investors

BERNARD MADOFF: Trustee Rejects 9,900 of 11,500 Claims
BIO-KEY INT'L: Closes Sale of Law Enforcement Unit to InterAct911
BOSTON SCIENTIFIC: Fitch Puts 'BB+' Rating on $1 Bil. Note Offer
BOSTON SCIENTIFIC: Moody's Assigns 'Ba1' Rating on Senior Notes
BRIDGEVIEW AEROSOL: Files Schedules of Assets and Liabilities

BUILDERS FIRSTSOURCE: Hikes New CFO Crow's Salary to $350,000
BUILDERS FIRSTSOURCE: Holders of 90.35% of 2012 Notes OK Debt Swap
BUILDERS FIRSTSOURCE: Registers 58.5M Shares for Rights Offering
BURLINGTON COAT: Bank Debt Trades at 10% Off in Secondary Market
CALFRAC HOLDINGS: S&P Assigns 'B+' Rating on US$100 Mil. Notes

CALFRAC WELL: Moody's Affirms Corporate Family Rating at 'B1'
CAPMARK FIN'L: Anson Restaurant Settles for $2 Million
CAPMARK FIN'L: May Sell Military Housing Biz to Jefferies
CAPMARK FIN'L: Premier Auction Rescheduled to December 17
CAPMARK FIN'L: Sec. 341 Meeting Adjourned Sine Die

CARL TURNER: Voluntary Chapter 11 Case Summary
CEDAR FAIR: Bank Debt Trades at 5% Off in Secondary Market
CENTRAL KANSAS: Court Establishes March 19 as Claims Bar Date
CENTURY ALUMINUM: Secures Consents for 7.5% Senior Notes Due 2014
CHAMPION ENT: Columbia Wanger Ceases to Own at Least 5% of Stock

CHRYSLER LLC: Restores Discount Lease Program for Retirees
CICCONE FOOD PRODUCTS: Case Summary & 20 Largest Unsec. Creditors
CIT GROUP: Files Form 15 to Cancel Registration of Securities
CIT GROUP: Registers Shares of New Common Stock With SEC
CIT GROUP: S&P Withdraws 'D' Rating on Expected Bankruptcy Exit

CITADEL BROADCASTING: Preparing to File for Bankruptcy by Yearend
CITADEL BROADCASTING: Wells Fargo Discloses 1.46% Equity Stake
CITADEL BROADCASTING: Bank Debt Trades at 29.15% Off
CITIGROUP INC: Terra Firma to File Suit Over EMI Acquisition
CLAIRE'S STORES: Bank Debt Trades at 20.46% Off

CLAYTON COUNTY: S&P Assigns 'CCC+' Rating on $64.985 Mil. Bonds
COLUMBIA LABORATORIES: Receives Non-Compliance Notice From NASDAQ
COMMSCOPE INC: Bank Debt Trades at 4% Off in Secondary Market
COMMUNITY HEALTH: Bank Debt Trades at 7% Off in Secondary Market
CONSECO INC: Completes Revisions to Senior Credit Facility

CONSECO INC: Court Dismisses Solow Action on GM Building Sale
CONVERTED ORGANICS: Receives Non-Compliance Notice From NASDAQ
COOPER-STANDARD: To Save $600,000 a Month from Loan Refinancing
CRYSTAL LAKE GATEWAY: Voluntary Chapter 11 Case Summary
DAVID ROBINSON: Case Summary & 19 Largest Unsecured Creditors

DEAN FOODS: Bank Debt Trades at 7% Off in Secondary Market
DECODE GENETICS: T. Rowe Ceases to Own at Least 5% of Stock
DOLE FOOD: Fitch Upgrades Issuer Default Ratings to 'B'
DOLLAR THRIFTY: Board Approves 2010 Bonus Plan for Executives
DURA AUTOMOTIVE: Inks Acquisition Deal With Patriarch Partners

EASTON-BELL SPORTS: Raises $600MM in Note Sale, New ABL Loan
ECOSPHERE TECHNOLOGIES: Incurs $1.09 Mil. Net Loss in Q3 2009
EDRA BLIXSETH: Jewelry Valued at $250,000 to Be Auctioned Off
EDWARD BALDWIN: Case Summary & 20 Largest Unsecured Creditors
ERNIE LEE JACOBSEN: Files Schedules of Assets and Liabilities

FAIRPOINT COMMUNICATIONS: To File Bankruptcy Plan by January 15
FAIRVUE CLUB: Operations Won't be Disrupted by Chapter 11 Case
FIBERTOWER CORP: Receives Nasdaq Non-Compliance Notice
FONTAINEBLEAU LV: Lienholders Need $155-Mil. to Stay Auction
FONTAINEBLEAU LV: CRO Karawan Testifies on Need for Bonuses

FORD MOTOR: Court Approves Accommodation Agreement with Visteon
FRASER PAPERS: Gets Canada Court Nod for Restructuring Plan
FREEDOM COMMUNICATIONS: Class Plaintiffs Want Examiner
FUNDAMENTAL PROVISIONS: Files Chapter 11 to Keep Popeye Franchise
FUSION TELECOM: Posts $1,810,989 Net Loss in Q3 2009

GENCORP INC: Eyes Issuance of Up to $200-Mil. in Securities
GENERAL MOTORS: Can't Escape Asbestos Claims, Remy Int'l Says
GENERATION BRANDS: Asks Court OK to Obtain $20MM DIP Financing
GENERATION BRANDS: Can Hire Epiq as Claims Agent
GENERATION BRANDS: Gets Interim Nod to Access Cash Collateral

GENERATION BRANDS: Moody's Downgrades QHB Family Rating to 'Ca'
GERALD MCCULLOUCH: Case Summary & 20 Largest Unsecured Creditors
GREENSHIFT CORP: YA Global Agrees to Restructure $42.7MM Debt
GROVELAND ESTATES: Sec. 341 Creditors Meeting Set for Jan. 4
GXS WORLDWIDE: Moody's Assigns 'B2' Rating on $750 Mil. Notes

H. THOMAS O'HARA: Case Summary & 20 Largest Unsecured Creditors
HARRAH'S OPERATING: Bank Debt Trades at 2.37% Off
HAWAII BIOTECH: Case Summary & 20 Largest Unsecured Creditors
HCA INC: Bank Debt Trades at 5% Off in Secondary Market
HEALTH MANAGEMENT: Bank Debt Trades at 8% Off in Secondary Market

HERTZ CORP: Bank Debt Trades at 7% Off in Secondary Market
HUNTSMAN ICI: Bank Debt Trades at 9% Off in Secondary Market
IDEARC INC: Bank Debt Trades at 51.2% Off in Secondary Market
IDEARC INC: Expects to Emerge from Bankruptcy December 31
INKSTOP STORES: Starts Liquidation Sales for Stores

INNOPHOS HOLDINGS: Moody's Affirms 'Ba3' Corp. Family Rating
INSTANT WEB: Moody's Withdraws 'B3' Corporate Family Rating
INTERNATIONAL 80 LLC: Voluntary Chapter 11 Case Summary
IPCS INC: Sprint Nextel Files Amendment No. 1 to Schedule 13D
JACO FOODS: Files Schedules of Assets and Liabilities

JAMES RIVER: S&P Downgrades Ratings on $172 Mil. Senior Notes
JAMES THOMAS WADDILL: Case Summary & 20 Largest Unsec. Creditors
JNR ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
JOSE JORGE: Case Summary & 20 Largest Unsecured Creditors
KEYPORT AUTO MART: Case Summary & 3 Largest Unsecured Creditors

LANDAMERICA FINANCIAL: Announces December 7 Plan Effective Date
LAS VEGAS SANDS: Bank Debt Trades at 14.39% Off
LEHMAN BROTHERS: Accredited Business Restructures Debt Assets
LEHMAN BROTHERS: Balks at Discovery Bid By Investors
LEHMAN BROTHERS: Barclays Wants Quinn, Milbank to Produce Docs

LEHMAN BROTHERS: Has Deal to Sell 2 P/E Funds to PCCP
LEHMAN BROTHERS: Napoli Bern Files Add'l Claims Against UBS AG
LEHMAN BROTHERS: LBI Trustee Has Deal for Transfer of PMI Assets
LEWIS EQUIPMENT: Selling Three Tower Cranes to Insider
LIST BIOLOGICAL: Case Summary & 20 Largest Unsecured Creditors

LODGIAN INC: Has Notice of Termination of Class B Warrants
MAINEPCS LLC: Case Summary & 20 Largest Unsecured Creditors
MARIE MITCHELL: Case Summary & 4 Largest Unsecured Creditors
MCGRATH HOTELS: Court Dismisses Involuntary Chapter 11 Filing
MERCURY COMPANIES: 633 Ex-Employees Get $4.29MM from Settlement

METRO-GOLDWYN-MAYER: Bank Debt Trades at 36.79% Off
METROPCS WIRELESS: Bank Debt Trades at 6.10% Off
METROPOLITAN LOFTS: Case Summary & 5 Largest Unsecured Creditors
MICHAEL SWANTON: Case Summary & 8 Largest Unsecured Creditors
MICHAELS STORES: Bank Debt Trades at 12.41% Off

MK CUSTOM RESIDENTIAL: Case Summary & Unsecured Creditor
MOONLIGHT BASIN: To Work with CRO Henrich on Restructuring Plan
NEIMAN MARCUS: Bank Debt Trades at 12.79% Off in Secondary Market
NORTHEAST BIOFUELS: Judge to Confirm Liquidating Plan
NPS PHARMACEUTICALS: Sells Majority Interest in NPS Allelix

NRG ENERGY: Bank Debt Trades at 7.04% Off in Secondary Market
OASIS VINEYARDS: Owner Gave Phony Watch to Pay Off Landscaper
OPUS SOUTH: Proposes January 20 Claims Bar Dates
OPUS SOUTH: Wachovia, et al., File Plan for Waters Edge One
OPUS WEST: Files Chapter 11 Plan of Liquidation

OPUS WEST: Proposes SW 119 Plaza Settlement
PACIFIC ETHANOL: John Miller's Employment Ended December 4
PAETEC HOLDING: Columbia Wanger Discloses 10.6% Equity Stake
PANOLAM INDUSTRIES: Court OKs Prepackaged Reorganization Plan
PARADISE CINEMA: Voluntary Chapter 11 Case Summary

PARMALAT SPA: Court to Notify Investors of Additional Settlements
PIFER LLC: Case Summary & 10 Largest Unsecured Creditors
PILGRIM'S PRIDE: Court Confirms Plan of Reorganization
PINNACLE FOODS: Bank Debt Trades at 8% Off in Secondary Market
PREMIUM DEVELOPMENTS: Sec. 341 Creditors Meeting Set for Jan. 12

PS BUSINESS: S&P Affirms Preferred Stock Ratings at 'BB+'
PSYCHIATRIC SOLUTIONS: S&P Assigns 'B+' Senior Secured Debt Rating
RATHGIBSON INC: Plan Exclusivity Extended to February
READER'S DIGEST: Lease Decision Period Extended to January 15
READER'S DIGEST: R. Branson Wants Consideration of Pension Payment

READER'S DIGEST: Wants WRC Media-Led Auction for CompassLearning
RED ROCKET FIREWORKS: Case Summary & 22 Largest Unsec. Creditors
REPUBLIC FEDERAL BANK: 1st United Bank Assumes All Deposits
RETAIL PRO: Converted to Ch. 7 Liquidation After Sale
RICHARD MAZOL: Case Summary & 16 Largest Unsecured Creditors

ROOTS RENTS: Judge Myers Dismisses Small Business Case
ROY GRAY: Case Summary & 13 Largest Unsecured Creditors
SAHI & AYANN INC: Case Summary & 20 Largest Unsecured Creditors
SCOTT BRENNER: Voluntary Chapter 11 Case Summary
SIMMONS BEDDING: Obtains Final Financing Approval

SIRIUS XM: XM Satellite Certificate of Incorporation Amended
SMURFIT-STONE: Judge Denies Shareholders Plea for Committee
SOLUTIONSBANK, KANSAS: Closed; Arvest Bank Assumes All Deposits
SPRINT NEXTEL: Amends and Supplements Schedule 13D filed Oct 28
SPRINT NEXTEL: AXA Financial et al. Hold 10.1% of COM SER 1

SOUTH FINANCIAL: Receives Non-Compliance Notice From NASDAQ
SPA CHAKRA: Files for Bankruptcy to Consummate Sale to Hercules
SPA CHAKRA INC: Voluntary Chapter 11 Case Summary
SPANSION INC: Creditors Seek Court OK to File Own Plan
SPRINT NEXTEL: Amends and Supplements Schedule 13D filed Oct 28

STATION CASINOS: Unsec. Creditors Oppose Advisor for Board
SUNGARD DATA: Bank Debt Trades at 8.03% Off in Secondary Market
TAREQ SALAHI: Gave Phony Watch to Pay Off Landscaper
TARGA RESOURCES: Bank Debt Trades at 2.25% Off in Secondary Market
TAVERN ON THE GREEN: To Hold Big New Year's Eve Bash

TELESAT CANADA: Bank Debt Trades at 6.07% Off in Secondary Market
TOMMY ARMOUR III: Files for Chapter 33 in Dallas
TOMMY ARMOUR III: Case Summary & 20 Largest Unsecured Creditors
TONGLI PHARMACEUTICALS: Incurs $10,829 Net Loss in FY 2010 Q2
TOYS "R" US: Posts $67 Million Net Loss for October 31 Quarter

TRONOX INC: Receives Exclusivity Extension to March 15
TROPICANA ENT: Gets Nod to Fix Admin. Expense Claims Bar Date
TROPICANA ENT: NJ Debtors Want to Modify Interco. Lease Terms
TROPICANA ENT: Stein Gets Extension to Wrap Up Atlantic City Sale
TXCO RESOURCES: Creditors Balk at Disclosure Statement

UAL CORP: Court Orders Closing of Chapter 11 Cases
UAL CORP: Invests on 50 Widebody Aircraft to Reduce Costs
UAL CORP: Supreme Court Denies Peter Hoffman Wit of Certiorari
UAL CORP: United Places Order for 50 New Planes
USG CORPORATION: Fitch Affirms Issuer Default Rating at 'B'

VALLEY CAPITAL BANK: Enterprise Bank & Trust Assumes All Deposits
VANGENT INC: Moody's Downgrades Corporate Family Rating to 'B3'
VERANDA PARK: Inability to Form Plan Prompts Chapter 7
VISTEON CORP: Court Approves Accommodation Agreement With Ford
VISTEON CORP: CQS Directional Added to Creditors Committee

VISTEON CORP: Enters Into Wilmington Trust DIP Facility
VISTEON CORP: Gets Green Light to Cancel Retiree Benefits
VISTEON CORP: Proposes to Enter Into Accommodation Pact With Ford
VISTEON CORP: Proposes to Enter Into Accommodation Pact With Honda
VISTEON CORP: To File Reorganization Plan by Dec. 17

VP PHASE IV: Federal Judge Dismisses Reorganization Case
WABASH NATIONAL: Files Prospectus for Resale of 24,762,636 Shares
WHEELER CADILLAC: Case Summary & 20 Largest Unsecured Creditors
WOODCREST CLUB INC: Voluntary Chapter 11 Case Summary

* 2009's Bank Closings Rise to 133 as 3 Banks Shut Friday
* Fitch Expects U.S. Default Rate Falling to 6%-7% Range in 2010

* House Moves Measure to Help GM, Chrysler Dealers
* Judge Stands By Axing Of Claim Against FleetBoston
* U.S. Foreclosure Activity Decreased 8% in November

* BOND PRICING -- For the Week From December 7 to 11, 2009

                            *********

ADVANTA CORP: Court Extends Schedules Filing Until January 25
-------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended by 46 days, until January 25, 2010,
Advanta Corp.'s time to file its schedules of assets and
liabilities, schedules of executory contracts and unexpired
leases, lists of equity security holders, schedules of current
income and expenditures, and statement of financial affairs.

The Debtor said that it requires assistance of employees of its
non-debtor subsidiaries to complete the reports.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897,000 in assets
against total liabilities of $2,465,936,000 but the figures
included those of the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totalled $363,000,000 while debts totalled $331,000,000 as of
Sept. 30, 2009.


ALFONSO PULIDO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Alfonso A. Pulido
        2831 Silva St
        Stockton, CA 95205

Bankruptcy Case No.: 09-47122

Chapter 11 Petition Date: December 11, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Kevin P. Hall, Esq.
                  8880 Cal Center Dr #400
                  Sacramento, CA 95826
                  Tel: (916) 538-4010

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

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

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

The petition was signed by Mr. Pulido.


ALL LAND INVESTMENTS: Court Sets January 15 as Claims Bar Date
--------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has established January 15, 2010, as the
deadline for individuals and entities to file proofs of claim
against All Land Investments, LLC.

The Court also set April 27, 2010, as the governmental bar date.

Proofs of claims must be filed with:

     Clerk's Office
     U.S. Bankruptcy Court for the District of Delaware
     824 N. Market Street, 3rd Floor
     Wilmington, DE 19801

Newark, Delaware-based All Land Investments, LLC, operates a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on October 29, 2009 (Bankr. D. Del. Case No. 09-13790).
Attorneys at Maschmeyer Karalis P.C., serve as bankruptcy counsel.
Gary F. Seitz, Esq., at Rawle & Henderson LLP, serves as local
counsel to the Debtor.  The Company listed $10,000,001 to
$50,000,000 in assets and liabilities.


ALL LAND INVESTMENTS: Gets Final Approval for KSJS DIP Facility
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, All Land Investments, LLC, to:

   -- obtain postpetition secured financing from KSJS Investment
      Associates, LLC;

   -- use cash collateral; and

   -- grant adequate protection to the lender.

The Debtor is indebted to KSJS, as prepetition lender, in the
amount of $455,677 under the prepetition loan documents plus
accruing interest, fees and costs.

The Debtor related that it would use the cash collateral to fund
its daily operations.  The Debtor added that it needs financing to
continue the operations of its business postpetition.  The Debtor
was unable to obtain financing from any other source in the form
of unsecured credit other than KSJS.

As reported in the Troubled Company Reporter on Nov. 23, 2009, the
DIP Lender committed to provide a revolving loan of up to $88,322.

The DIP facility will incur interest at an annual rate of at least
5.5% -- equal to current prime interest rate in effect from time
to time as published in The Wall Street Journal plus 0.5%,
adjusted as and when the prime rate changes.  In the event of
default, the DIP Loan will bear interest at the contract rate plus
5%.

The Debtor's obligations under the DIP facility will be secured by
valid, binding, enforceable and perfected super priority liens on
Building Lot 75 Property, Building Lot 98 Property and Building
Lot No. 76 at the Subdivision and the improvements constructed
thereon.

                    About All Land Investments

Newark, Delaware-based All Land Investments, LLC, operates a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on Oct. 29, 2009 (Bankr. D. Del. Case No. 09-13790).
Attorneys at Maschmeyer Karalis P.C., serve as bankruptcy counsel.
Gary F. Seitz, Esq., at Rawle & Henderson LLP, serves as local
counsel to the Debtor.  The Company listed $10,000,001 to
$50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities in its petition.


AMN HEALTHCARE: Moody's Assigns 'Ba1' Rating on $185 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
$185 million senior secured credit facility of AMN Healthcare
Services, Inc.  The facility will be comprised of a $110 million
term loan and a $75 million revolver.  Concurrently, Moody's
affirmed AMN's Ba2 Corporate Family Rating and Ba3 Probability of
Default Rating.  The rating outlook was changed to negative from
stable.

AMN intends to use proceeds from the new $110 million term loan to
refinance the $77 million outstanding balance on its existing term
loan, cash collateralize about $22 million in letters of credit,
and pay fees and expenses.  The proposed $75 million revolver will
replace the existing $75 million revolver and is expected to be
undrawn at closing.

The affirmation of AMN's Ba2 Corporate Family Rating incorporates
the Company's trend of permanent debt reduction over the past four
years, which has partly alleviated a greater than expected decline
in revenue and operating performance during the current cyclical
downturn.  The Company's existing term loan has been reduced from
an original face amount of $205 million in November 2005 to
$77 million as of September 30, 2009.  The proposed refinancing of
the credit facility will improve AMN's debt maturity schedule,
effective revolver availability and covenant headroom.
Additionally, the company has continued to maintain stable pricing
and gross margin percentages despite a sharp decline in volumes,
while protecting its leading market position in the healthcare
staffing industry.

Nonetheless, the ratings outlook was changed to negative from
stable as a result of a steep deterioration in revenue and EBITDA
and Moody's expectations that year-over-year financial results
will continue to worsen through the first half of 2010.
Consolidated revenues declined 47% in the third quarter of 2009
and 33% through the first three quarters of the year.  Largely due
to the considerable rise in unemployment in the US, AMN's hospital
and healthcare facility clients have seen improvements in
retention rates of healthcare professionals.  As such, they have
been more successful in filling the fewer number of open positions
with permanent staff, thereby reducing demand for travel nurses
and other short-term staffing solutions.  While the company has
reported signs of volume stabilization from an uptick in open
orders, Moody's does not expect year-over-year revenue growth
until the second half of 2010.  As a result, financial leverage
and interest coverage are expected to be weak for the Ba2 rating
category over the medium term.  Adjusted for operating leases and
including stock compensation expense, Moody's expects financial
leverage in the 4 to 4.5 times range in 2010 and interest coverage
(EBITDA less capital expenditures) of about 1.8 times.  These
credit metrics are expected to improve materially in 2011;
however, the ratings could be downgraded if the pace of revenue
contraction accelerates in the near-term or it appears likely that
revenue and EBITDA will not recover at least modestly in late
2010.

Moody's assigned these ratings:

* $75 million proposed senior secured revolver due December 2012,
  Ba1 / LGD2 (25%)

* $110 million proposed senior secured first lien term loan B due
  December 2013, Ba1 / LGD2 (25%)

These ratings were affirmed:

* Corporate Family Rating, Ba2
* Probability of Default Rating, Ba3

The ratings are subject to the conclusion of the proposed
transaction and Moody's review of final documentation.

The previous announcement by Moody's on AMN Healthcare was on
August 24, 2009, when Moody's said the ratings were not currently
impacted by the steep decline in demand due to a material
reduction in debt and solid liquidity.

Headquartered in San Diego, California, AMN Healthcare Services,
Inc., is the largest healthcare staffing company in the U.S. The
company recruits physicians, nurses and allied healthcare
professionals and places them on assignments at acute care
hospitals, physician practice groups and other healthcare
settings.  For the twelve months ended September 30, 2009, the
company generated $911 million in revenues.


AMSCAN HOLDINGS: Moody's Upgrades Ratings on Loan to 'Ba2'
----------------------------------------------------------
Moody's Investors Service upgraded Amscan Holdings' asset-based
revolving credit facility to Ba2 from Ba3 and affirmed all other
ratings including the Corporate Family and Probability of Default
Ratings at B2.  The outlook remains stable.

The upgrade of the asset-based revolving credit facility was
triggered by Moody's assessment that due to the structure of this
facility a one notch upgrade relative to the rating derived from
the Loss Given Default Model is appropriate.  It reflects the
lower expected loss that lenders under this facility would suffer
in the event of default given the protections this facility
contains.  These protections include a provision for regular field
exams, a dynamic borrowing base, receipt of regular collateral
reports, and springing dominion over cash collections in certain
circumstances.  Refer to Moody's January 2008 Special Comment
"Refinement to ABL Ratings" for more details.

The affirmation of Amscan's B2 Corporate Family Rating reflects
its high financial leverage, aggressive financial policies, and
narrow business focus.  The rating is supported by the company's
strong market share in its wholesale and retail operations,
diverse distribution including international markets, and the
relative demand stability for party goods and related accessories.

This rating was upgraded:

* $250 million asset-based revolving facility to Ba2 (LGD 2, 22%)
  from Ba3 (LGD 3, 30%)

These ratings were affirmed and LGD assessments amended:

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* $366 million senior secured term loan at B1 (to LGD 3, 41% from
  LGD 3, 37%)

* $175 million senior subordinated notes at Caa1 (to LGD 5, 81%
  from LGD 5, 86%)

Moody's Investors Service's last rating action on Amscan Holdings
Inc. was on December 10, 2007, when the ratings were confirmed
following the Factory Card & Party Outlet acquisition.

Amscan Holdings, Inc., operates and franchises specialty retail
party supply stores under the names Party City, Party America, The
Paper Factory, Factory Card & Party Outlet, and Halloween USA.
The company is also a global designer, manufacturer and wholesale
distributor of party goods including paper and plastic table wear,
metallic balloons and other party accessories.


AMTRUST FINANCIAL: NYCB to Change 29 Branches to Ohio Savings
-------------------------------------------------------------
Officials at New York Community Bank are planning to change 29
Cleveland and Akron branches to Ohio Savings, which was changed 2
1/2 years ago to AmTrust Bank, a unit of AmTrust Financial Corp.,
according to cleveland.com.

AmTrust Financial Corp (PINK:AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21332).  G.
Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire
Sanders & Dempsey L.L.P., assist the Debtors in their
restructuring efforts.  AmTrust Management listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.

AmTrust Bank is not part of the Chapter 11 filings.  On December
4, AmTrust Bank was closed by the Office of Thrift Supervision,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with New York Community Bank,
Westbury, New York, to assume all of the deposits of AmTrust Bank.


ARAMARK CORP: Bank Debt Trades at 8.35% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which ARAMARK Corp. is a
borrower traded in the secondary market at 91.65 cents-on-the-
dollar during the week ended Friday, Dec. 11, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.08 percentage
points from the previous week, The Journal relates.  The debt
matures on Jan. 26, 2014.  The Company pays 188 basis points above
LIBOR to borrow under the loan facility and it carries Moody's Ba3
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among 175 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 11.

ARAMARK Corp. -- http://www.aramark.com/-- is the world's #3
contract foodservice provider (behind Compass Group and Sodexo)
and the #2 uniform supplier (behind Cintas) in the US.  It offers
corporate dining services and operates concessions at many sports
arenas and other entertainment venues, while its ARAMARK
Refreshment Services unit is a leading provider of vending and
beverage services.  The Company also provides facilities
management services.  Through ARAMARK Uniform and Career Apparel,
the company supplies uniforms for healthcare, public safety, and
technology workers.  Founded in 1959, ARAMARK is owned by an
investment group led by chairman and CEO Joseph Neubauer.

ARAMARK Corp. carries a 'B1' long term corporate family rating
from Moody's, a 'B+' long term issuer credit ratings from Standard
& Poor's, and a 'B' long term issuer default rating from Fitch.


ARCLIN US: Expects to Complete Restructuring in Early January
-------------------------------------------------------------
Arclin said its Plan of Arrangement, which was filed by Arclin's
Canadian entities, was approved by the Ontario Superior Court of
Justice.

In addition, the U.S. Bankruptcy Court for the District of
Delaware confirmed Arclin's Plan of Reorganization on December 8,
2009.

The Company expects to complete its financial restructuring in
early January 2010.

Under the plans approved by the Canadian and U.S. courts, Arclin's
funded indebtedness will be reduced from US$234 million to US$60
million.  Affiliates of Black Diamond Capital Management, L.L.C.
and Silver Point Capital, L.P., the Company's lenders, will become
the majority owners of the Company through an exchange of debt for
equity.

The Troubled Company Reporter on Friday ran a story on the
Delaware Court's confirmation of the plan.  Citing Bill Rochelle
at Bloomberg News, the TCR said the plan for Arclin US Holdings
Inc. was approved 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.

According to Bloomberg, 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.

Claudio D'Ambrosio, Arclin's President and Chief Executive
Officer, said, "Court approval in both Canada and the U.S. is the
last major step for Arclin in what has been a very fast and
efficient restructuring process.  Throughout this period we have
continued to develop new and innovative solutions to serve our
customers while enhancing our commitment to environmental
sustainability. We are poised to emerge with increased financial
flexibility and a significantly improved capital structure. We are
grateful for the unwavering support of our employees, customers,
suppliers and other stakeholders, and we look forward to achieving
renewed growth and enhanced profitability."

                 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.


ARIZONA EQUIPMENT: Gets Final OK to Use Creditors Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Texas authorized, on
a final basis, Arizona Equipment Rental I, LLC, to use certain
cash and cash equivalents in which various creditors may claim an
interest.

Arizona Equipment will use the cash collateral to pay necessary
and essential postpetition operating expenses, certain emergency
expenses, and professional expenses.

The Debtor has a secured debt of $1.06 million to US Bancorp.  It
also owes JLG Finance $1.48 million in secured debt.  It also has
debt to GE Capital Solutions ($1.58 million), John Deere Credit
($338,000), GELCO ($240,000), GE Capital/Ingersoll and GE Capital
Leasing ($885,914), and other parties.  These parties assert a
secured interest in some of the equipment, receivables, cash and
other assets of the Debtor.

As adequate protection, the Debtor will grant prepetition
creditors a lien or security interest in postpetition assets in
which they would not otherwise have a security interest.

The Debtor's authorization to use the Cash will expire on the
earlier of April 3, 2010, or the effective date of a plan of
reorganization.

                  About Arizona Equipment Rental

Tucson, Arizona-based Arizona Equipment Rental I, LLC, was founded
by Lance Evic and Jeffrey Bleecker in 2004 as a Volvo Rents
franchise construction equipment rental company serving Arizona.
AER is headquartered in Tucson, Arizona, and currently employs
approximately 30 employees.

The business however has been hit by the slow down in the
construction and mining industy.  The Company filed for Chapter 11
bankruptcy protection on October 30, 2009 (Bankr. D. Ariz. Case
No. 09-27946).  The Company listed $10,000,001 to $50,000,000 in
assets and $10,000,001 to $50,000,000 in liabilities.


ARIZONA EQUIPMENT: Plan Outline Hearing on January 12
-----------------------------------------------------
Arizona Equipment Rental I, LLC, asks the U.S. Bankruptcy Court
for the District of Texas to approve the disclosure statement with
respect to its Chapter 11 Plan of Reorganization.

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

The hearing to consider the approval of the Disclosure Statement
will be held on January 12, 2010, at 11:00 a.m. at the U.S.
Bankruptcy Court for the District of Arizona, Courtroom 446, 38
South Scott Avenue, Tucson, Arizona.  Objections, if any, are due
on January 7, 2010.

According to the Disclosure Statement, the Plan provides for every
creditor holdings an allowed class 1 claims to be paid in full
satisfaction of the allowed claim in cash held by AER.

The Plan also provides that members of AER will retain the
membership interest in AER; holders of priority tax claims will be
paid from cash held by the estate over a period not exceeding 5
years after the petition date; allowed Class 3 claims will be paid
in full together with the interest, over a period not exceeding 5
years after the petition date; allowed Class 4 claims will be paid
on a 5 year amortization period with interest at a rate of 5% per
annum beginning 30 days after the effective date of the Plan.

As an alternative treatment provided to class 4 under the Plan,
holders of allowed class 4 claims may elect a discounted payoff in
a lump sum equal to 85% of the allowed class 4 claims, payable on
the effective date.

Class 5 unsecured claims was divided into subclasses:

   (i) allowed class 5(a)(i) -- Volvo $2 million deficiency claims
       will be paid on a ten year amortization period with
       interest at the rate of 7% per annum beginning 30 days
       after the effective date of the Plan;

  (ii) allowed class 5(a)(ii) -- Volvo $1.8 million deficiency
       claims will receive monthly payments of interest only at
       the rate of 5.5% per annum beginning 30 days after the
       effective date of the Plan for five year, with an option
       for an additional 5 years of monthly payments of interest
       only to Volvo if payments under the Plan on year 5 are
       current.

(iii) class 5(b) -- $32,000 Convenience class claim will be paid
       60 days after the effective date of the Plan.

  (iv) class 5(c) -- Other deficiency claims will receive monthly
       payments of interest only at the rate 5.5% per annum
       beginning 30 days after the effective date of the Plan for
       five years, with an automatic option in favor of the
       Reorganized Debtor for an additional five years of monthly
       payments under the Plan on year 5 are current.

   (v) class 5(d) -- lease rejection claims will receive monthly
       payments of interest only at the rate of 5.5% per annum
       beginning 30 days after the effective date of the Plan.

  (vi) class 5(e) -- general unsecured claims will receive monthly
       payments of interest only at the rate of 5.5% per annum
       beginning 30 days after the effective date of the Plan.

(vii) Class 6 -- related parties unsecured will receive monthly
       payments of interest only at the rate of 5.5% per annum
       beginning 30 days after the effective date of the Plan for
       five years.

Payments under the Plan will come from cash flow generated by the
ongoing operation of the Debtor's business and from the $3 million
exit financing obtained from Volvo Financing Services, the
Debtor's largest secured creditor.  The Debtor anticipates that
rentals and cash flow generated from the continued operation of
its business will increase and stabilize in the coming months,
thereby increasing the cash flow for the remaining payments under
the Plan.

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

                  About Arizona Equipment Rental

Tucson, Arizona-based Arizona Equipment Rental I, LLC, was founded
by Lance Evic and Jeffrey Bleecker in 2004 as a Volvo Rents
franchise construction equipment rental company serving Arizona.
AER is headquartered in Tucson, Arizona, and currently employs
approximately 30 employees.

The business however has been hit by the slow down in the
construction and mining industy.  The Company filed for Chapter 11
bankruptcy protection on October 30, 2009 (Bankr. D. Ariz. Case
No. 09-27946).  The Company listed $10,000,001 to $50,000,000 in
assets and $10,000,001 to $50,000,000 in liabilities.


ASARCO LLC: Baker Botts Could Get Over $134MM for Asarco Case
-------------------------------------------------------------
Law360 reports that Baker Botts LLP, which helped Asarco LLC
navigate its lengthy odyssey through Chapter 11, is asking a
bankruptcy court for a fee enhancement that would add more than
$22 million to the firm's bill for its services in the case, and
push the total tab to over $134 million.

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

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

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

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

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

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

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

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

                        About Grupo Mexico

Grupo Mexico SA de C.V. -- http://www.grupomexico.com/--
through its ownership of Asarco and the Southern Peru Copper
Company, Grupo Mexico is the world's third largest copper
producer, fourth largest silver producer and fifth largest
producer of zinc and molybdenum.

                           *     *     *

As of August 14, 2009, Grupo Mexico continues to carry Fitch
Ratings' BB+ Issuer Default ratings.


ASARCO LLC: Grupo Mexico Has Plan Administration Pact With A&M
--------------------------------------------------------------
Americas Mining Corporation and ASARCO Incorporated notified the
Court and parties-in-interest that they have finalized the terms
of the Parent's Plan Administration Agreement, a form of which
was filed as Exhibit 4 to the Parent's Seventh Amended Plan of
Reorganization for the Debtors.  The Parent, therefore, submitted
to the Court the finalized Parent's Plan Administration
Agreement, executed by the Parent's Plan Administrator and the
Parent.

Mark A. Roberts of Alvarez & Marsal Holdings LLC has been
appointed to serve as the Plan Administrator of the Parent's
Plan.

Upon the Effective Date of the Parent's Plan, Reorganized ASARCO
will execute the Agreement and the Agreement will become
effective in accordance with its terms.

A full-text copy of the Agreement can be obtained for free at:

    http://bankrupt.com/misc/ASARCO_PlanAdminPact_120309.pdf

                       About ASARCO LLC

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

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

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

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

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

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

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

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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

                        About Grupo Mexico

Grupo Mexico SA de C.V. -- http://www.grupomexico.com/--
through its ownership of Asarco and the Southern Peru Copper
Company, Grupo Mexico is the world's third largest copper
producer, fourth largest silver producer and fifth largest
producer of zinc and molybdenum.

                           *     *     *

As of August 14, 2009, Grupo Mexico continues to carry Fitch
Ratings' BB+ Issuer Default ratings.


ASARCO LLC: Grupo Mexico Identifies Discarded Contracts
-------------------------------------------------------
Americas Mining Corporation and Asarco Incorporated submitted to
the Court Exhibit 3 of their Seventh Amended Plan of
Reorganization for the Debtors, as modified on August 20, 2009,
August 23, 2009, and August 27, 2009.  Exhibit 3 to the Parent's
Plan is a schedule of contracts and leases that are being
rejected under the Parent's Plan.

A copy of Exhibit 3 on the Rejected Contracts/Leases Schedule can
be obtained for free at:

     http://bankrupt.com/misc/ASARCO_Plan_Exh3_120909.pdf

The Parent's Plan was confirmed by an order of the United States
District Court for the Southern District of Texas dated
November 13, 2009.  The Plan was consummated December 9, 2009.

Pursuant to the Parent's Plan, any person or entity that has a
claim in connection with the rejection of the contracts and
leases listed on Exhibit 3 will have until 30 days after the
Effective Date to file a Proof of Claim, or the Claim will be
barred and discharged.  Since the Effective Date is December 9,
2009, the time for filing a Proof of Claim in connection with
rejection of any of the contracts and leases listed on the
Schedule expires on January 8, 2010.

                       About ASARCO LLC

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

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

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

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

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

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

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

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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

                        About Grupo Mexico

Grupo Mexico SA de C.V. -- http://www.grupomexico.com/--
through its ownership of Asarco and the Southern Peru Copper
Company, Grupo Mexico is the world's third largest copper
producer, fourth largest silver producer and fifth largest
producer of zinc and molybdenum.

                           *     *     *

As of August 14, 2009, Grupo Mexico continues to carry Fitch
Ratings' BB+ Issuer Default ratings.


ASARCO LLC: Parent Post-Conf. Issues Jurisdiction Clarified
-----------------------------------------------------------
Americas Mining Corporation, as parent company of ASARCO LLC,
asks the U.S. District Court for the Southern District of Texas
to clarify those post-confirmation issues over which the U.S.
Bankruptcy Court for the Southern District of Texas will retain
jurisdiction under Section 157 of the Bankruptcy Code.

As previously reported, the District Court entered an order
confirming Asarco Incorporated and AMC's Plan of Reorganization
for the Debtors on November 13, 2009.  The Confirmation Order
describes matters over which the District Court retained
jurisdiction over and matters over which the Bankruptcy Court
retains jurisdiction.  The jurisdiction provisions under
Confirmation Order were supplemented by a further order of the
District Court dated November 16, 2009.

Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas, says that the principal parties in the
reorganization cases, including the Parent, the Debtors, the
Official Committee of Unsecured Creditors, and representatives of
the Section 524(g) Trust, would like clarity as to those matters
that remain referred to the Bankruptcy Court to adjudicate under
Section 157.

The Parent's Proposed Jurisdictional Order provides that the
delineated matters remain referred to the Bankruptcy Court to
hear and determine and to enter appropriate orders and judgments,
subject to review under Section 158 of the Bankruptcy Code.

                         *     *     *

The District Court confirmed that the Bankruptcy Court has the
jurisdiction to hear ASARCO's request to terminate Sterlite
(USA), Inc.'s Purchase and Sale Agreement under the District
Court's November 16, 2009 Order.

                       About ASARCO LLC

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

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

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

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

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

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

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

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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

                        About Grupo Mexico

Grupo Mexico SA de C.V. -- http://www.grupomexico.com/--
through its ownership of Asarco and the Southern Peru Copper
Company, Grupo Mexico is the world's third largest copper
producer, fourth largest silver producer and fifth largest
producer of zinc and molybdenum.

                           *     *     *

As of August 14, 2009, Grupo Mexico continues to carry Fitch
Ratings' BB+ Issuer Default ratings.


ASARCO LLC: Pays US$1.79 Billion for Environmental Cleanup
----------------------------------------------------------
As a result of the largest environmental bankruptcy in U.S.
history, $1.79 billion has been paid to fund environmental cleanup
and restoration under a bankruptcy reorganization of American
Smelting and Refining Company LLC, the Justice Department,
Environmental Protection Agency, Department of the Interior and
Department of Agriculture said.

ASARCO is a leading producer of copper and one of the largest
nonferrous metal producers in the United States.  It is based in
Arizona and is responsible for sites around the country that are
contaminated with hazardous waste.

The money from environmental settlements in the bankruptcy will be
used to pay for past and future costs incurred by federal and
state agencies at more than 80 sites contaminated by mining
operations in 19 states.  Those states are Arizona, Alabama,
Arkansas, California, Colorado, Idaho, Illinois, Indiana, Kansas,
Missouri, Montana, Nebraska, New Jersey, New Mexico, Ohio,
Oklahoma, Texas, Utah, and Washington.

"The effort to recover this money was a collaborative and
coordinated response by the states and federal government. Our
combined efforts have resulted in the largest recovery of funds to
pay for past and future clean up of hazardous materials in the
nation's history.  [December 10] is a historic day for the
environment and the people affected across the country," said
Associate Attorney General Tom Perrelli.

"[December 10]'s landmark enforcement settlement will provide
almost one billion dollars to clean up polluted Superfund sites,"
said Cynthia Giles, Assistant Administrator for the EPA's Office
of Enforcement and Compliance Assurance.  "This will mean cleaner
land, water and air for communities across the country."

"This settlement exemplifies government at all levels working
effectively for the American taxpayer to recover damages from
polluters and restore and protect important national landscapes
and significant wildlife resources that have been injured," said
Interior Assistant Secretary Tom Strickland.  "In consultation and
collaboration with our state and tribal co-trustees, this money
will be used exclusively to restore, replace or acquire the
equivalent of resources injured at more than a dozen sites where
ASARCO operated and we have identified natural resource damage."

"I would like to thank the Department of Justice, the
Environmental Protection Agency and USDA Office of General Counsel
for their diligence in reaching this comprehensive settlement that
will so benefit restoration of public lands," said Joel Holtrop,
Deputy Chief for the National Forest System, U.S. Forest Service,
Department of Agriculture.  "This settlement provides significant
resources to address land restoration from past mining activities
on National Forest System lands in Arizona, California, Idaho,
Montana and Washington."

Under the terms of the plan, all allowed claims were paid in full
along with interest.  Funds were distributed:

    --  The United States received approximately $776 million
        which will be distributed in accordance with the
        underlying settlements to address over 35 different
        sites;

    --  The Coeur d'Alene Work Trust was paid $436 million;

    --  The three custodial trusts--which address the owned but
        not operating properties of ASARCO and involve a total
        of 13 states and 24 sites - were paid a cumulative total
        of approximately $261 million; and

    --  Payments totaling in excess of $321 million were paid to
        14 different states to fund environmental settlement
        obligations at over 36 individual sites.

In total, the payment will address environmental cleanup and
restoration at more than 80 sites around the country.  Much of the
money paid to the United States will be placed in special accounts
in the Superfund to be used by EPA to pay for future cleanup work.
It will also be placed into accounts at the Department of Interior
and the Department of Agriculture to pay for natural resource
restoration.

ASARCO filed for protection under Chapter 11 of the U.S.
bankruptcy code on Aug. 9, 2005.  American Smelting and Refining
Company or ASARCO has operated for nearly 110 years--first as a
holding company for diverse smelting, refining, and mining
operations throughout the United States and now as the Arizona-
based integrated copper-mining, smelting, and refining company.

By the time it filed for bankruptcy, ASARCO's core operating
assets were limited to certain operations in the states of Arizona
and Texas.  However, it continued to own numerous non-operating
properties that were highly contaminated and was subject to
environmental claims at sites that were not owned by the company.

In August 2009, following lengthy litigation, the U.S. Bankruptcy
Court for the Southern District of Texas held a two-week hearing
on competing plans of reorganization for ASARCO that would allow
the company to be purchased out of bankruptcy. During this
hearing, two competing plans emerged that proposed to pay
creditors in full with interest.

On Aug. 31, 2009, Judge Richard Schmidt of the U.S. Bankruptcy
Court in Corpus Christi issued a recommendation to the U.S.
District Court for the Southern District of Texas to confirm the
plan proposed by ASARCO's parent company--a subsidiary of Grupo
Mexico. U.S. District Judge Andrew Hanen in Brownsville accepted
Judge Schmidt's recommendation and confirmed Grupo Mexico's plan
on Nov. 13, 2009.

On Dec. 9, 2009, Grupo Mexico met its funding obligations and the
plan was consummated. Additionally, the environmental payment and
property transfer obligations outlined in the numerous settlement
agreements, which had been approved by the Bankruptcy Court over
the course of the litigation, were complied with.

The full payment of environmental claims, plus interest, will
facilitate the cleanup of contamination and restoration of natural
resources at numerous sites across the country.  The reorganized
company remains liable for environmental liabilities at the
properties that it will continue to own and operate.

                       About ASARCO LLC

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

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

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

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

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

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

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

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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

                        About Grupo Mexico

Grupo Mexico SA de C.V. -- http://www.grupomexico.com/--
through its ownership of Asarco and the Southern Peru Copper
Company, Grupo Mexico is the world's third largest copper
producer, fourth largest silver producer and fifth largest
producer of zinc and molybdenum.

                           *     *     *

As of August 14, 2009, Grupo Mexico continues to carry Fitch
Ratings' BB+ Issuer Default ratings.


ASARCO LLC: USW Appeals Plan Confirmation Order
-----------------------------------------------
The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International
Union, AFL-CIO notifies the U.S. District Court for the Southern
District of Texas that it will take an appeal to the United
States Court of Appeals for the Fifth Circuit of Judge Andrew S.
Hanen's Memorandum Opinion, Order of Confirmation, and Injunction
entered on November 13, 2009.

Judge Hanen's November 13 Order confirmed the Seventh Amended
Plan of Reorganization for ASARCO LLC and its debtor affiliates
proposed by Asarco Incorporated and Americas Mining Corporation;
overruled USW's objections to confirmation of the Parent Plan;
and denied confirmation of the Debtors' Sixth Amended Joint Plan
of Reorganization.

                       About ASARCO LLC

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

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

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

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

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

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

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

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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

                        About Grupo Mexico

Grupo Mexico SA de C.V. -- http://www.grupomexico.com/--
through its ownership of Asarco and the Southern Peru Copper
Company, Grupo Mexico is the world's third largest copper
producer, fourth largest silver producer and fifth largest
producer of zinc and molybdenum.

                           *     *     *

As of August 14, 2009, Grupo Mexico continues to carry Fitch
Ratings' BB+ Issuer Default ratings.


AVAGO TECHNOLOGIES: Moody's Upgrades Corp. Family Rating to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Avago
Technologies Finance Pte. Ltd.'s and affirmed its speculative
grade liquidity rating (SGL-1).  The rating outlook is positive.
Moody's has withdrawn the ratings for Avago's 10.125% senior notes
due 2013 and floating rate notes due 2013 following their recent
redemption.  This concludes the review of ratings for possible
upgrade that was initiated on September 8, 2009.

These ratings were upgraded:

* Corporate Family Rating to Ba2 from Ba3

* Probability of Default Rating to Ba2 from Ba3

* $350 Million (originally $375 Million) Senior Secured Revolving
  Credit Facility due 2011 to Baa2 (LGD-2, 12%) from Baa3 (LGD-1,
  5%)

* $230 Million (originally $250 Million) Senior Unsecured
  Subordinated Notes due 2015 to Ba3 (LGD-5, 83%) from B2 (LGD-6,
  90%)

This rating was affirmed:

* Speculative Grade Liquidity Rating - SGL-1

The upgrade reflects Avago's meaningful reduction in financial
leverage following completion of the recent tender and redemption
of its outstanding senior notes and partial tender of its
subordinated notes.  The company used net proceeds of $296 million
raised from its August 2009 IPO plus balance sheet cash to retire
$469.9 million of debt.  As such, the company was able to realize
fairly material improvement in leverage and key credit metrics.
Pro forma leverage (as of November 1, 2009) as measured by
debt/LTM EBITDA improved to approximately 1.2x from 3.0x (Moody's
adjusted; EBITDA includes one-time advisory agreement termination
fee and selling shareholder expenses) and EBIT/interest expense
increased to about 3.7x from 1.4x (Moody's adjusted).
Importantly, the upgrade reflects Moody's expectation that
leverage (including any debt-financed acquisitions) will be
sustained at or below 2.0x (Moody's adjusted) going forward.

The upgrade also incorporates Moody's belief that semiconductor
end market demand has improved and Avago will continue to benefit
from solid growth in 2010 driven by the strengthening PC market,
improving outlook for mobile devices, particularly in high-end
wireless communications, and product ramps in its enterprise ASICs
business.

The positive rating outlook reflects Moody's expectations that
Avago will maintain its solid market position in optoelectronics
and wired infrastructure segments, and continue to expand share in
high-end wireless communications.  It also anticipates the
resumption of revenue growth, and gross margin and cash flow
expansion will be supported by improving product mix, cost savings
and higher capacity utilization.

Moody's notes that the subordinated notes were upgraded two
notches to Ba3 from B2 due to the elimination of senior unsecured
obligations from the consolidated debt capital structure.  As
such, the senior secured creditor class is now required to absorb
a higher loss under Moody's LGD (Loss Given Default) Methodology.
The reduced default risk for senior secured creditors is partially
offset by a higher LGD assumption due to the substantial reduction
of the senior unsecured creditor class.

With no debt maturities until 2015, Avago's liquidity position
remains solid as evidenced by its SGL-1 rating.  Internal
liquidity has strengthened owing to better working capital
management and improved FCF generation.  Pro forma for the recent
debt redemption, Avago's balance sheet cash is roughly
$108 million as of November 1, 2009.  External liquidity is
supported by its $350 million secured revolving credit facility,
which is currently drawn to $17 million for bankers' guarantees
(letters of credit).  The company, which maintains a $200 million
accordion feature on its credit facility, has sufficient cushion
under its bank covenants (maintenance and incurrence tests) and is
expected to remain covenant compliant over the next twelve months.

The last rating action was on September 8, 2009, when Moody's
upgraded Avago's CFR to Ba3 and placed the ratings under review
for possible further upgrade.

Co-headquartered in San Jose, California and Singapore, Avago
designs, develops, manufactures and sells a broad array of
semiconductor components for consumer, industrial and commercial
electronic applications.  For the fiscal year ended November 1,
2009, net revenues were $1.5 billion.


AVENTINE RENEWABLE: Stockholder Asks for Plan Alternatives
----------------------------------------------------------
Aventine Renewable Energy Holdings, Inc. stockholder Andrew
Shirley, in a letter to the Board of Directors dated December 3,
2009, asks the Board to evaluate reorganization alternatives that
preserve stockholder value.  Mr. Shirley shows that both ethanol
margins and the credit markets have recovered dramatically over
the past eight months, suggesting that the primary conditions that
precipitated the company's bankruptcy filing in April 2009 no
longer exist.  Mr. Shirley provides a Capital Structure Analysis
which offers a seemingly feasible reorganization alternative that
preserves stockholder value.  He also provides a Valuation
Analysis which contends that Aventine pre-petition stock has
substantial value. Mr . Shirley owns approximately 900,000 shares
of Aventine stock, or 2.1% of the shares outstanding.

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- 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.

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

The Company and its affiliates 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.


AVERY ENVIRONMENTAL: No Longer in Danger of Financial Collapse
--------------------------------------------------------------
John P. Boan at Times-Georgian reports that waste management
services provider Avery Environmental Services Inc.'s
reorganization has been a success and is no longer on the brink of
insolvency.

A creditor of Avery Environmental previously requested to convert
the Company's bankruptcy case to a Chapter 7 liquidation
proceeding while the Company was selling its equipment.  Following
negotiations, the Company's biggest creditor First Georgia Bank
Co. and other stakeholders agreed to keep the Company in Chapter
11 and have a trustee appointed to help the Company manage its
troubled finances.  The bank agreed provide more capital to the
Company, Mr. Boan notes.

Times-Georgian reports that Avery continues to provide trash
collection services for Carroll County in Georgia.  The city of
Carrollton, on the other hand, discontinued its contract with
Avery.

Carrollton, Georgia-based Avery Environmental Services, Inc.,
filed for Chapter 11 bankruptcy protection on October 30, 2008
(Bankr. N.D. Ga. Case No. 08-13222).  George M. Geeslin, Esq., who
has an office in Atlanta, Georgia, assists the Company in its
restructuring efforts.  The Company listed $1,000,000 to
$10,000,000 in assets and $1,000,000 to $10,000,000 in debts.


AVIS BUDGET: Bank Debt Trades at 5.19% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 94.81
cents-on-the-dollar during the week ended Friday, Dec. 11, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.08
percentage points from the previous week, The Journal relates.
The loan matures on April 1, 2012.  The Company pays 125 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 175 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 11.

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

As reported by the Troubled Company Reporter on April 30, 2009,
Standard & Poor's Ratings Services assigned a '6' recovery rating
to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured
notes, indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default.  Avis Budget Car
Rental LLC is a subsidiary of Avis Budget Group, Inc.
(CCC+/Developing/--).


BASHAS' INC: Fine Food Not Part of CityScape Project
----------------------------------------------------
Phoenix Business Journal's Jan Buchholz says the developers of
CityScape in downtown Phoenix confirmed that AJ's Fine Food
grocery, a division of Bashas' Inc., will not be part of the
mixed-used project under construction at Central Avenue and
Jefferson streets.

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

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


BASIC ENERGY: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Midland, Texas-based Basic Energy Services Inc. to 'B'
from 'B+'.  The outlook is negative.

At the same time, S&P lowered its ratings on Basic's secured notes
to 'B+' (one notch higher than the corporate credit rating) from
'BB-'.  The recovery rating on the secured notes remains unchanged
at '2', indicating S&P's expectations of substantial recovery
(70%-90%) in a payment default.  The issue-level rating on Basic's
senior unsecured notes remains 'B-' (one notch below the corporate
credit rating on the company).  S&P revised the recovery ratings
on Basic's unsecured issues to '5', indicating S&P's expectations
for modest recovery (10%-30%) in a payment default, from '6'.

"The downgrade of the corporate credit rating to 'B' from 'B+'
primarily reflects S&P's concern that continued weakness in core
U.S. oilfield services markets will cause Basic's credit measures
to deteriorate to levels that are worse than expected for the 'B+'
corporate rating over the near-to-intermediate term," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos.  Even
though Standard & Poor's is aware that conditions have started to
stabilize (in both pricing and utilization) in the North American
markets, S&P still believes Basic's EBITDA generation through mid-
2010 will likely be weak given the current state of the U.S.
market.

The ratings on oilfield service provider Basic reflect its
participation in highly cyclical and competitive U.S. oilfield
service markets, a weak near-term industry outlook, and the
potential for credit measures to deteriorate materially in 2010.
The ratings also incorporate strong near-term liquidity and
significant capital spending flexibility during industry
downturns.

The negative outlook reflects S&P's concern that weak conditions
in core U.S. oilfield services markets over the near term could
continue to pressure Basic's credit quality if industry conditions
do not show signs of improving over the first half of 2010.
Stabilization of ratings at the current 'B' level would require
that the company's debt to annualized EBITDA will improve below 8x
with the financial measures showing an improving trend.  S&P's
action would also incorporate that Basic has adequate liquidity
and its outlook on the sector at the time of the action is
positive.  S&P would consider a negative ratings action if
annualized debt to EBITDA measures continue to deteriorate and
liquidity tightens materially for the company.


BERNARD MADOFF: Clients May Seek Chapter 11 to Halt Clawback Suits
------------------------------------------------------------------
According to The Wall Street Journal's Jane J. Kim, Steven Caruso,
a New York attorney, said some of Bernard Madoff's former clients
who are subject to clawback lawsuits filed by Irving H. Picard,
the trustee appointed to supervise the liquidation of Bernard L.
Madoff Investment Securities LLC, "will clearly be forced to file
for bankruptcy," which will stop the clawback proceedings in their
tracks.

"This will still get uglier before it gets any better," Mr. Caruso
said, according to the report.

The Journal notes Mr. Picard has recovered about $1.5 billion in
assets that will go toward covering an estimated $19.4 billion in
customer losses.  He also has filed lawsuits to wrestle away
$15 billion from some of the Madoff firm's institutional clients
or individuals Mr. Picard says profited at the expense of other
clients.

Ms. Kim also notes Mr. Picard has another year to file all his
claw-back suits, and many court decisions are likely to be
appealed.  According to Ms. Kim, that means it could be years
before Mr. Madoff's victims know how much they are entitled to get
back.

                           *     *     *

Marcy Gordon at The Associated Press reports several members of
the House on Wednesday criticized the treatment of Madoff fraud
victims by the Securities Investor Protection Corp., saying new
legislative remedies may be needed to help the investors.  AP
relates Rep. Peter T. King, R-N. Y., said during a House Financial
Services Committee hearing actions by SIPC and the Madoff
bankruptcy trustee have "the victims being victimized again."

According to AP, the criticism was buttressed by testimony from
some defrauded Madoff investors, putting a human face on the
scandal that broke a year ago when Mr. Madoff was arrested at his
Manhattan penthouse and the biggest investment fraud in U. S.
history came to light.  Losses are estimated at $13 billion to
$19 billion.

                      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.).


BERNARD MADOFF: SEC Proposal May Help Some of Early Investors
-------------------------------------------------------------
ABI reports that the Securities and Exchange Commission proposed
at a congressional hearing that the cash claims of the earliest
investors in Bernard L. Madoff's Ponzi scheme be adjusted for
inflation.

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.).


BERNARD MADOFF: Trustee Rejects 9,900 of 11,500 Claims
------------------------------------------------------
Irving H. Picard, the trustee for Bernard L. Madoff Investment
Securities Inc., said that as of December 9, 2009, he has denied
about 9,916 of the 11,563 claims so far reviewed.  Most claims
were denied because they represented funds given the Madoff firm
through so-called feeder funds or because the customers before
bankruptcy withdrew more than they invested. There remain 4,500
unresolved claims.

The 1,647 allowed claims represent losses totaling $4.69 billion.
The Securities Investor Protection Corp. has committed
$561,341,269, with each investor receiving a maximum of $500,000.
A total of $4,130,927,643 exceeds the statutory limits set by the
SIPC.  A portion of those amounts may be paid from the proceeds
recovered by Mr. Picard from clawback suits.

According to Bill Rochelle at Bloomberg News, the U.S. District
Court ruled that Cohmad Securities Corp. must defend itself in
bankruptcy court against a so-called clawback suit by the Madoff
trustee.  The ruling denied a motion by Cohmad to take the suit
out of bankruptcy court and move it up to the federal district
court.

                      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.).


BIO-KEY INT'L: Closes Sale of Law Enforcement Unit to InterAct911
-----------------------------------------------------------------
BIO-key International, Inc., on December 8, 2009, consummated the
sale of its Law Enforcement division to InterAct911 Mobile
Systems, Inc., a wholly owned subsidiary of InterAct911
Corporation, pursuant to the Asset Purchase Agreement dated as of
August 13, 2009 by and between the Company and the Buyer.

The Buyer acquired substantially all of the assets relating to the
Business, including the Company's customer contracts, intellectual
property, accounts receivable, equipment, inventories, software,
technologies, communication systems and goodwill relating to the
Business.  The Buyer also assumed certain specified liabilities as
set forth in the Purchase Agreement.  The Company and InterAct
Public Safety Systems, an affiliate of the Buyer, have
collaborated on many projects in the past, including partnership
arrangements in which products used in the Business -- including
elements of the MobileCop(R), PocketCop(R), MobileRescue(TM),
MobileOffice(TM), and InfoServer(TM) product lines -- have been
integrated with those of InterAct Public Safety Systems and sold
to law enforcement agencies and other emergency response
customers.  Outside of those commercial dealings, there are no
material relationships among the Company and the Buyer or any of
their affiliates other than in respect of the Purchase Agreement
and the related ancillary agreements.

As consideration for the Asset Sale, the Buyer paid the Company an
aggregate purchase price of approximately $11.3 million, after
customary closing adjustments were made in accordance with the
Purchase Agreement.  Of that amount, approximately $7.3 million
was paid in cash at the closing of the Asset Sale.

In addition, the Buyer issued a promissory note in the original
principal amount of $4 million in favor of the Company.  The Note
is to be paid in three equal annual installments beginning on the
first anniversary of the closing and will bear interest, payable
on a quarterly basis, at a rate per annum equal to 6% compounded
annually on the principal sum from time to time outstanding.  The
Note is guaranteed by the Parent and its owner, SilkRoad Equity,
LLC, a private investment firm, and is secured by all of the
intellectual property assets of the Business being transferred to
Buyer as part of the Asset Sale.  In addition, at the closing of
the Asset Sale, the Company issued to SilkRoad a warrant to
purchase up to 8 million shares of the Company's common stock at a
cash purchase price of $0.30 per share.  This warrant will expire
if not exercised prior to the fifth anniversary of the closing.

                     Going Concern Doubt

On March 9, 2009, CCR LLP, in Westborough, Massachusetts,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
December 31, 2008, and 2007.  The accounting firm pointed to the
Company's substantial net losses in recent years, and accumulated
deficit at December 31, 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $10.3 million in total assets, $7.8 million in total
liabilities, $469,550 in Series B redeemable convertible preferred
stock, and $4.1 million in Series C redeemable convertible
preferred stock, resulting in a $2.0 million stockholders'
deficit.  The Company had an accumulated deficit of approximately
$54.5 million at September 30, 2009.

                 About BIO-key International

BIO-key International, Inc. (OTC Bulletin Board: BKYI) --
http://www.bio-key.com/-- headquartered in Wall, New Jersey,
develops and delivers advanced identification solutions and
information services to law enforcement departments, public safety
agencies, government and private sector customers.


BOSTON SCIENTIFIC: Fitch Puts 'BB+' Rating on $1 Bil. Note Offer
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Boston Scientific's
prospective $1 billion offering of senior unsecured notes.  Fitch
expects BSX will use the net proceeds for general corporate
purposes, including prepaying a portion of its bank term loan due
in April 2011.  The Rating Outlook for BSX is Positive.

BSX's drug-eluting stent business remains stable, and its
remaining businesses are growing.  In addition, stable margins and
its focus on cost control have enabled BSX to pay down
approximately $744 million in debt during the last four quarters.
Since Sept. 30, 2008, leverage (total debt/EBITDA) has decreased
to 2.46 times for latest 12 months, ending Sep.  30, 2009 from
2.88x, owing to margin improvement and debt reduction.  Fitch
expects additional declines to BSX's leverage in the intermediate
term through increased profitability and additional debt
reduction.

Free cash flow (net cash flow from operations less capital
expenditures) for the LTM ending Sept. 30, 2009 was $840 million.
Interest coverage (EBITDA/interest) was 6.26x and leverage (total
debt/EBITDA) was 2.46x for the LTM ending Sept. 30, 2009.  BSX had
$6.03 billion in debt with the approximate maturity schedule:

  -- $100 million maturing in 2010;
  -- $3.75 billion maturing in 2011; and
  -- $2.2 billion maturing after 2013.

Fitch expects BSX will pay down some of the 2011 debt and
refinance the remainder.  At Sept. 30, 2009, BSX had approximately
$1.38 billion in cash/short-term investments and full availability
on its $1.75 billion revolver, maturing on April 21, 2011.

Fitch's outstanding ratings for BSX are:

  -- Long-term Issuer Default Rating 'BB+';
  -- Senior unsecured credit facility 'BB+';
  -- Senior unsecured debt 'BB+';


BOSTON SCIENTIFIC: Moody's Assigns 'Ba1' Rating on Senior Notes
---------------------------------------------------------------
Moody's assigned a Ba1 rating to Boston Scientific Corporation's
new senior unsecured note offering and a (P)Ba1 to its new well-
known seasoned issuer senior unsecured shelf.  At the same time,
the company's existing ratings and the stable outlook were
affirmed.  Proceeds from this offering are expected to be used to
refinance outstanding bank term debt, which matures in April 2011.

The Ba1 rating and stable outlook are largely constrained by
concerns regarding outstanding litigation and potential liquidity
constraints.  Moody's believes that the company's ongoing
commitment to debt repayment and generally steady market positions
in diverse product offerings are positives that help move the
company closer to an investment grade profile.  In addition,
despite expected erosion in Taxus DES market share due to clinical
findings favoring the Xience stent, recent CE approval of the
Promus Element should stem DES market share declines in Europe.

"Boston Scientific continues to demonstrate good financial
discipline, but litigation risk remains a critical obstacle to
upward rating movement," commented Diana Lee, a Senior Credit
Officer at Moody's.

This transaction -- combined with no further step-down provisions
in its existing bank agreement -- should provide more flexibility.
However, Moody's believe it is possible that litigation outcomes
and additional 2011 debt maturities could result in tighter
liquidity over the next 12 to 18 months.

Prior to considering a positive outlook and subsequent upgrade,
Moody's would need to see: (1) greater clarity surrounding
outstanding litigation with J&J, particularly related to the
Palmaz and Jang patents; (2) the company's ability to maintain
adequate liquidity, which is constrained by terms under its
revolver related to maximum cash litigation payouts; and (3) that
its core CRM and DES segments do not see significant downturns in
market share due to safety concerns or competitive issues.
Moody's expects that there could be greater clarity on the Palmaz
and Jang patent litigation in the near term since the damages
trial is scheduled to begin on February 1, 2010.


BRIDGEVIEW AEROSOL: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Bridgeview Aerosol, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $16,312,338
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,103,958
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,517,697
                                 -----------      -----------
        TOTAL                    $16,312,338      $23,621,655

                     About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC is in the
custom aerosol specialty products industry.  BVA provides a wide
array of services relating to aerosol products including initial
product formulation, testing, manufacturing, packaging and
distribution.  BVA primarily manufactures, packages and
distributes household cleaning and automotive products.  Affiliate
AeroNuevo owns the real property on which BVA operates.
USAerosols is the parent company of BVA and AeroNuevo.

Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on
October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021).  Steven B.
Towbin, Esq., at Shaw Gussis et al assists the Company in its
restructuring efforts.


BUILDERS FIRSTSOURCE: Hikes New CFO Crow's Salary to $350,000
-------------------------------------------------------------
Builders FirstSource, Inc., reports that on November 17, 2009,
Charles Horn announced his resignation as Senior Vice President
and Chief Financial Officer of the Company effective as of
November 23.

Effective on November 23, 2009, the Board of Directors of the
Company named M. Chad Crow as the Company's Senior Vice President
and Chief Financial Officer.  Mr. Crow, 41, has been Vice
President -- Controller of the Company since May 2000.  He joined
the Company in September 1999 as Assistant Controller.  Prior to
joining the Company, he served in a variety of positions at Pier
One Imports, most recently as Director of Accounting.  Prior to
Pier One, Mr. Crow spent four years at PriceWaterhouse.  Mr. Crow
is a C.P.A. and received his B.B.A. degree from Texas Tech
University.

On December 3, 2009, the Compensation Committee of the Board of
Directors increased Mr. Crow's salary to $350,000 per year.  The
Compensation Committee will also consider appropriate adjustments
to Mr. Crow's bonus and equity compensation arrangements in
connection with its annual review of the Company's executive
compensation program in early 2010.

                   About Builders FirstSource

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

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

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


BUILDERS FIRSTSOURCE: Holders of 90.35% of 2012 Notes OK Debt Swap
------------------------------------------------------------------
Builders FirstSource, Inc., has entered into an amendment to the
support agreement that it entered into on October 23, 2009, with
certain holders of the Company's Second Priority Senior Secured
Floating Rate Notes due 2012.  The Company also entered into a
similar amendment to the investment agreement that it entered into
on October 23, 2009 with JLL Partners Fund V, L.P. and Warburg
Pincus Private Equity IX, L.P.

The amendments provide that, as a closing condition to the
transactions contemplated by the Support Agreement and the
Investment Agreement, at least 90%, rather than 95%, of the
aggregate principal amount of outstanding 2012 notes must be
validly submitted for exchange in the Company's previously
announced debt exchange.

As of December 2, 2009, holders of approximately 90.35% of the
aggregate principal amount of the 2012 notes have agreed to
exchange their 2012 notes in the debt exchange, satisfying the
minimum condition for completion of the recapitalization
transactions.

The Company also expects to conduct a rights offering pursuant to
which it will distribute, at no charge, to holders of the
Company's common stock transferable subscription rights to
purchase up to an aggregate of 58,571,428 shares of the Company's
common stock at a subscription price of $3.50 per share, or an
aggregate of up to approximately $205.0 million in gross proceeds
to the Company.

In connection with the rights offering and pursuant to the Support
Agreement, certain holders of the Company's outstanding 2012 notes
agreed to exchange, at par, in transactions exempt from
registration under the Securities Act of 1933, as amended, their
outstanding 2012 notes for (i) up to $145.0 million aggregate
principal amount of newly issued Second Priority Senior Secured
Floating Rate Notes due 2016, (ii) up to $130.0 million in cash
from the proceeds of the rights offering, or (iii) a combination
of cash and 2016 notes, and, (iv) to the extent the rights
offering is not fully subscribed, shares of the Company's common
stock.

Under the terms of the Investment Agreement, JLL and Warburg
Pincus have severally agreed to purchase from the Company, at the
rights offering subscription price, unsubscribed shares of the
Company's common stock such that gross proceeds of the rights
offering will be no less than $75.0 million.  In addition, each of
JLL and Warburg Pincus has agreed (i) to exchange up to $48.909
million aggregate principal amount of 2012 notes indirectly held
by it in the debt exchange and (ii) to the extent gross proceeds
of the rights offering are less than $205.0 million, to exchange
such 2012 notes for shares of the Company's common stock at an
exchange price equal to the rights offering subscription price,
subject to proration from the participation of other holders of
2012 notes who submit for exchange their 2012 notes for shares of
the Company's common stock not subscribed for through the exercise
of rights in the rights offering.

Upon completion of the recapitalization transactions, the Company
will receive $75.0 million for general corporate purposes and to
pay the expenses of the recapitalization transactions, with any
remaining proceeds of the rights offering being used to repurchase
a portion of the Company's outstanding 2012 notes in the debt
exchange.  The Company will reduce outstanding indebtedness by
$130.0 million through the debt exchange.

Consummation of the debt exchange and rights offering remains
subject to stockholder approval of the issuance of the shares of
common stock to be issued in the recapitalization transactions;
court approval of the agreement to settle the stockholder class
and derivative litigation relating to the recapitalization
transactions; and other customary closing conditions.

The Company had set 5:00 p.m., Central Time, on December 14, 2009,
as the record date for its rights offering and special meeting of
its stockholders to approve the issuance of shares of the
Company's common stock pursuant to the rights offering, the
Investment Agreement and the debt exchange.

A full-text copy of the Support Agreement, dated as of October 23,
2009, by and among Builders FirstSource, Inc. and the Holders of
the Company's Second Priority Senior Secured Floating Rate Notes
due 2012 party thereto, is available at no charge at
http://ResearchArchives.com/t/s?4b93

A full-text copy of the Amendment No. 1 to the Support Agreement,
dated as of December 2, 2009, by and among Builders FirstSource,
Inc. and the Holders of the Company's Second Priority Senior
Secured Floating Rate Notes due 2012 party thereto is available at
no charge at http://ResearchArchives.com/t/s?4b94

A full-text copy of the Amendment No. 1 to the Investment
Agreement, dated as of December 2, 2009, by and among Builders
FirstSource, Inc., JLL Partners Fund V, L.P. and Warburg Pincus
Private Equity IX, L.P. is available at no charge at
http://ResearchArchives.com/t/s?4b95

                   About Builders FirstSource

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

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

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


BUILDERS FIRSTSOURCE: Registers 58.5M Shares for Rights Offering
----------------------------------------------------------------
Builders FirstSource, Inc., filed with the Securities and Exchange
Commission Amendment No. 1 to Form S-3 Registration Statement
under the Securities Act of 1933 relating to the Company's plan to
distribute at no charge to holders of its common stock
transferable subscription rights to purchase shares of common
stock.

Stockholders will receive a yet-to-be-determined subscription
rights for every share of common stock owned at the close of
business on December 14, 2009, subject to adjustments to eliminate
fractional rights.  The Company is distributing subscription
rights exercisable for up to an aggregate of 58,571,428 shares of
common stock.

Each whole subscription right will entitle holders of common stock
the right to purchase one share of common stock at a subscription
price of $3.50 per share.  Subscribers (other than JLL Partners
Fund V, L.P. and Warburg Pincus Private Equity IX, L.P.) who
exercise their rights in full may also over-subscribe for
additional shares, subject to certain limitations, to the extent
additional shares are available.  The subscription rights will
expire if they are not exercised by 5:00 p.m., Eastern Time, on a
certain date yet to be determined in 2010, unless extended.

Certain holders of the Company's outstanding Second Priority
Senior Secured Floating Rate Notes due 2012 have agreed to
exchange, at par, in transactions exempt from registration under
the Securities Act of 1933, as amended, their outstanding 2012
notes for (i) up to $145.0 million aggregate principal amount of
newly issued Second Priority Senior Secured Floating Rate Notes
due 2016, (ii) up to $130.0 million in cash from the proceeds of
the rights offering, or (iii) a combination of cash and 2016
notes, and, (iv) to the extent the rights offering is not fully
subscribed, shares of common stock.

The rights offering and the debt exchange -- together with the
investment agreement and support agreements entered into by the
Company -- comprise the "recapitalization transactions."  Upon
completion of the recapitalization transactions, the Company will
receive $75.0 million for general corporate purposes and to pay
the expenses of the recapitalization transactions, with any
remaining proceeds of the rights offering being used to repurchase
a portion of the outstanding 2012 notes in the debt exchange.  The
Company will reduce outstanding indebtedness by $130.0 million
through the debt exchange.

The Company has entered into an investment agreement with JLL
Partners Fund V, L.P., and Warburg Pincus Private Equity IX, L.P.,
who collectively beneficially own roughly 50% of the Company's
common stock before giving effect to the recapitalization
transactions.  JLL and Warburg Pincus have severally agreed to
purchase, at the rights offering subscription price, unsubscribed
shares of the Company's common stock such that gross proceeds of
the rights offering will be no less than $75.0 million.  In
addition, each of JLL and Warburg Pincus has agreed (i) to
exchange up to $48.909 million aggregate principal amount of 2012
notes indirectly held by it in the debt exchange and (ii) to the
extent gross proceeds of the rights offering are less than $205.0
million, to exchange such 2012 notes for shares of the common
stock at an exchange price equal to the rights offering
subscription price, subject to proration from the participation of
other holders of 2012 notes who submit for exchange their 2012
notes for shares of common stock not subscribed for through the
exercise of rights in the rights offering.

A full-text copy of the Company's prospectus is available at no
charge at http://ResearchArchives.com/t/s?4b96

                   About Builders FirstSource

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

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

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


BURLINGTON COAT: Bank Debt Trades at 10% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp. is a borrower traded in the secondary
market at 90.35 cents-on-the-dollar during the week ended Friday,
Dec. 11, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.38 percentage points from the previous week, The
Journal relates.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank loan matures on May 28, 2013,
and carries Moody's B3 rating and Standard & Poor's CCC+ rating.
The debt is one of the biggest gainers and losers among 175 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 11.

Burlington Coat Factory Warehouse Corp. operate stores in 44
states and Puerto Rico, which sell apparel, shoes and accessories
for men, women and children.  A majority of the stores offer a
home furnishing and linens department and a juvenile furniture
department.

As of Sept. 4, 2009, the Company operates 433 stores under the
names "Burlington Coat Factory Warehouse" (415 stores), "MJM
Designer Shoes" (15 stores), "Cohoes Fashions" (two stores), and
"Super Baby Depot" (one store) in 44 states and Puerto Rico.

As reported by the Troubled Company Reporter on June 29, 2009,
Fitch Ratings affirmed its Issuer Default Rating at 'B-';
US$800 million asset-based revolver rating at 'B+/RR1';
US$900 million term loan rating at 'B/RR3', on Burlington Coat
Factory Warehouse Corp.  Fitch revised these ratings to reflect
the new issue rating definitions as of March 2009 --
US$305 million senior unsecured notes revised to 'CC/RR6' from
'CCC/RR6'; US$99 million senior discount notes revised to 'C/RR6'
from 'CCC-/RR6'.


CALFRAC HOLDINGS: S&P Assigns 'B+' Rating on US$100 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating, with a recovery rating of '4' to Calgary,
Alberta-based Calfrac Holdings L.P.'s proposed US$100 million add-
on to existing senior unsecured notes due 2015.  A '4' recovery
rating indicates S&P's expectation of average (30%-50%) recovery
in the event of a default.  S&P rated the existing senior
unsecured debt 'B+' March 19, 2008; therefore, this is not a new
rating.

At the same time, Standard & Poor's affirmed its 'B+' senior
unsecured debt ratings on Calfrac Holdings, and revised the
recovery rating on the unsecured debt to '4' from '3'.

Standard & Poor's also affirmed its 'B+' corporate credit rating
on parent company Calfrac Well Services Ltd.  The outlook is
negative.

"The continued negative outlook reflects S&P's concerns that
Calfrac's operating margins and revenues in 2010 could continue to
be negatively affected by the depressed North America natural gas
market, and that the company's financial risk profile could
deteriorate beyond what its rating will support," said Standard &
Poor's credit analyst Jamie Koutsoukis.  "However, S&P believes
Calfrac's capital spending flexibility and expected increased
liquidity following the issuance will provide some credit strength
through the next fiscal year," Ms. Koutsoukis added.

In S&P's opinion, the ratings on Calfrac reflect the company's
participation in the cyclical oil and natural gas well-servicing
sector; a large exposure to the North American natural gas market;
its vulnerability to variable internal cash flow generation and
profitability based on the cyclical industry; and its customer
concentration risk.  S&P believes Calfrac's position servicing
unconventional oil and gas development, and its moderate debt and
adequate liquidity helps to somewhat offset these weaknesses.

Calfrac is an oilfield services provider to exploration and
production (E&P) companies in western Canada, the Rocky Mountain
region, Arkansas, Mexico, Argentina, and Russia.  It provides
fracturing and well-stimulation services, which increase the
production of hydrocarbons from wells.  The company also provides
hydraulic fracturing to produce natural gas found in coal, also
known as coal bed methane fracturing.  Calfrac offers stimulation,
coiled tubing, acidizing, nitrogen, and cementing services.  Based
on horsepower, it is the largest hydraulic fracturing company in
Canada and one of the largest in North America with a fleet of
more than 450,000 total horsepower.

The negative outlook reflects S&P's expectation that Calfrac's
credit measures will remain weak for the rating given the current
weakness in the North America natural gas market and S&P's
concerns regarding the company's ability to generate expected
revenue and operating margins to support its debt at the 'B+'
rating.  A negative rating action could occur if the company's
financial risk profile were to continue to weaken through 2010,
and if total debt-to-EBITDA were to reach more than 3.0x for a
sustained period.  Conversely, an outlook revision to stable would
depend on Calfrac demonstrating its ability to preserve its
spending flexibility through the current weak market conditions,
largely funding its capital program and debt obligations through
internally generated cash flow and realizing increased EBITDA and
cash from operations to support the increased debt on its balance
sheet.


CALFRAC WELL: Moody's Affirms Corporate Family Rating at 'B1'
-------------------------------------------------------------
Moody's Investors Service affirmed Calfrac Well Services Ltd.'s B1
Corporate Family Rating, affirmed the B2 rating on Calfrac
Holdings LP's $125 million of existing notes, and assigned a B2
senior unsecured rating to Holding's proposed $100 million
offering of additional notes.  Holdings is an indirect wholly-
owned subsidiary of Calfrac and its notes are guaranteed by
Calfrac on a senior unsecured basis.  Moody's also affirmed
Calfrac's SGL-3 Speculative Grade Liquidity, reflecting adequate
liquidity.  The rating outlook is stable.

The notes are being offered as additional notes under the
indenture to which the existing notes were issued and will have
the same terms and conditions and pari passu ranking as those
notes.  The proceeds of the notes offering will be used to reduce
borrowings under Calfrac's revolving credit facilities.

Calfrac's B1 CFR considers the company's relatively small size,
niche focus on fracturing services and resultant exposure to
cyclical natural gas drilling activities, concentrated customer
base, and the risks tied to its expanding business outside of
Canada and the U.S. The rating favorably considers the company's
capable and mobile equipment fleet, technical expertise and strong
customer relationships that have enabled Calfrac to continue to
realize high fleet utilization rates in a difficult market, albeit
at lower rates than experienced in recent years.  The ratings are
further supported by the company's experienced management team and
board chairmanship that includes three of Calfrac's founders who
own approximately 30% of the company's shares.  The rating also
considers Calfrac's recently acquisitive nature and the
possibility of incremental acquisitions in the current favorable
market.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity.  Calfrac has $170 million of revolving credit
facilities, $135 million of which is committed for a term of one
year (from September 29, 2009) with a two-year term out.  The
balance, $35 million, is available for a term of only six months.
Calfrac has received a commitment, which when exercised will
increase the $135 million revolver to $175 million.  This expected
to occur by the end of 2009, at which time the six month facility
will be terminated.  Approximately $117 million of the revolver
was drawn as of December 3, 2009, which amount will be reduced by
the proceeds of the notes offering.  In combination with cash from
operations the available revolver should provide sufficient
liquidity over the next 12 to 15 months to meet cash requirements.
During this period, Calfrac should also have ample room under its
financial covenants.  Alternative liquidity is limited given that
all assets are pledged to the revolver lenders.

Assignments:

Issuer: Calfrac Holdings, LP

  -- Senior Unsecured Regular Bond/Debenture, Assigned B2, LGD4,
     69%

Moody's last rating action for Calfrac was on was November 24,
2009 when its CFR was lowered to B1 from Ba3 and its senior
unsecured rating was lowered to B2 from B1.

Calfrac Well Services Ltd., headquartered in Calgary, Alberta,
Canada, is a provider of pressure pumping services to E&P
companies in Western Canada, the United States, Russia and Latin
America.


CAPMARK FIN'L: Anson Restaurant Settles for $2 Million
------------------------------------------------------
Anson Restaurant Group, Inc., offered to pay in full the current
balance due under all Promissory Notes due to Debtor Capmark
Financial Group, Inc.

William C. Capel, Jr., Corporation secretary, tells the Court
that these loans are secured in part by real estate and in part
by security interests in equipment and fixtures located upon the
premises of Wendy's Old Fashioned Hamburger Restaurants owned and
operated by Anson Restaurant Group, Inc., in Rockingham, North
Carolina and in the State of Alabama in the cities of Boaz,
Albertville, Fort Payne, Guntersville, Greenville, Prattville,
Selma and Sylacauga.

Mr. Capel informs the Court that the approximate balances as of
November 2009 and exclusive of any prepayment penalties are:

  Rockingham              $805,329
  Boaz                     229,329
  Albertville              381,329
  Ft Payne                 489,569
  Guntersville             129,054
  Greenville                79,353
  Prattville                62,498
  Selma                    108,924
  Sylacauga                 39,285

According to Mr. Capel, the Offer Settlement includes payoff of
the principal balances due under the notes without any prepayment
or acceleration penalty since the satisfaction of the debt is for
the convenience of the Debtor in Bankruptcy, Capmark Financial
Group, Inc.  He adds that since certain of the original
Promissory Notes are secured only by security interests in
restaurant equipment and fixtures which are notoriously subject
to functional depreciation, payoff of the current balances would
provide greater security to the creditors of the Bankrupt Estate.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FIN'L: May Sell Military Housing Biz to Jefferies
---------------------------------------------------------
Daily Bankruptcy Review reports Capmark Financial Group Inc. won
court approval to sell its military housing business unit to
Jefferies Mortgage Finance Inc. for $9 million.

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

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

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

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

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


CAPMARK FIN'L: Premier Auction Rescheduled to December 17
---------------------------------------------------------
Bankruptcy Judge Christopher Sontchi has determined that he will
approve the sale of all of the issued and outstanding shares that
Capmark Finance Inc., holds in Premier Asset Management Company
only after an auction and the implementation of the bidding
procedures.

Capmark Financial sought the Court's authority to sell, in a
private sale, all of the issued and outstanding shares that
Capmark Finance Inc., holds in Premier Asset Management Company to
Sandringham Investment Inc.   The Debtors agreed to conduct an
auction if the Court declines to approve the private sale.

Under the Court-approved bidding procedures, initial bids were due
December 7, and an auction will be held December 14.

Capital Servicing Co., Ltd., a Japanese kabushiki kaisha and its
affiliates ask the Court to extend the bid deadline of
December 7, 2009, to December 24, 2009.

Capital Servicing asserts that despite a requirement in the
Bidding Procedures Order that the Debtors publicize a Notice of
Auction and Sale of Shares in The Wall Street Journal (National
Edition), the Debtors did not so publicize the Auction and sale
of the Shares in Asia, including in The Wall Street Journal
(Asian Edition).  According to Capital Servicing, it only became
aware of the Auction on November 25, 2009.

Given the relatively short additional period requested by Capital
Services to secure the necessary credit bona fides and otherwise
complete its preparation and submission of "Qualifying Bid," and
in light of the goal of maximizing the value of the Shares for
the benefit of the creditors, Capital Servicing asks the Court to
grant its request.

             Debtors Agree With Capital Servicing

The Debtors and Capital Services have agreed that the Bid
Deadline for the Shares will be extended from December 7, 2009,
to December 15, 2009.  The parties further agree to reschedule
the auction to December 17, 2009.

The Sale Hearing will remain scheduled for December 18, 2009, and
the deadline for filing and servicing an objection will remain
scheduled for December 15, 2009.

Subsequently, the Court approved the parties' agreement.

           Debtors File Proposed Supplemental Order

The Debtors submitted with the Court a form of supplemental order
with respect to the Bidding Procedures Order which extends their
time to complete service on the one (1) party who qualified as a
". . . party who, in the past 12 months, expressed in writing to
the Debtors an interest in acquiring the Shares, and who the
Debtors and their representatives reasonably and in good faith
determine potentially have the desire and financial wherewithal
to effectuate the Sale" to four, rather than three business days
after the Bidding Procedures Order.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FIN'L: Sec. 341 Meeting Adjourned Sine Die
--------------------------------------------------
The Office of the U.S. Trustee for the District of Delaware
notifies parties-in-interest that the Section 341 meeting of
creditors of Capmark Financial Group Inc., and its debtor
affiliates has been adjourned to a date to be determined after
the Debtors have filed their schedules of assets and liabilities
and statement of financial affairs.

The Debtors' deadline to file their Schedules and Statements is
on December 24, 2009.

                      About Capmark Financial

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

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

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

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

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


CARL TURNER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Carl Turner
        83 Homestead Street
        Roxbury, MA 02119

Bankruptcy Case No.: 09-21994

Chapter 11 Petition Date: December 11, 2009

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

Judge: Frank J. Bailey

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

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

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

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

The petition was signed by Mr. Turner.


CEDAR FAIR: Bank Debt Trades at 5% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Cedar Fair LP is a
borrower traded in the secondary market at 95.08 cents-on-the-
dollar during the week ended Friday, Dec. 11, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.67 percentage
points from the previous week, The Journal relates.  The Company
pays 400 basis points above LIBOR to borrow under the facility.
The bank loan matures on Aug. 30, 2012, and carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among 175 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 11.

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

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


CENTRAL KANSAS: Court Establishes March 19 as Claims Bar Date
-------------------------------------------------------------
The Hon. Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas has established March 19, 2010, as the deadline
for individuals and entities to file proofs of claim against
Central Kansas Crude, LLC.

Proofs of claim must be filed with the clerk of the U.S.
Bankruptcy Court for the District of Kansas at 401 North Market,
Wichita, Kansas.

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



CENTURY ALUMINUM: Secures Consents for 7.5% Senior Notes Due 2014
-----------------------------------------------------------------
Century Aluminum Company disclosed that, in connection with the
exchange offer and consent solicitation related to its 7.5% Senior
Notes due 2014, CUSIP No. 156431AH1, the Company issued
$245,475,800 aggregate principal amount of 8% Senior Secured Notes
due 2014 in exchange for $243,052,000 aggregate principal amount
of 2014 Notes and delivery of related consents; approximately
$2.4 million of the Exchange Notes were issued and approximately
$2.4 million in cash was paid for such consents.  After giving
effect to the exchange offer, $6,948,000 aggregate principal
amount of 2014 Notes remain outstanding.

The Company received consents from holders of the required
principal amount of the 2014 Notes to eliminate most restrictive
covenants and modify certain events of default in the indenture
governing the 2014 Notes.

Century Aluminum Company owns primary aluminum capacity in the
United States and Iceland.  Century's corporate offices are
located in Monterey, California.


CHAMPION ENT: Columbia Wanger Ceases to Own at Least 5% of Stock
----------------------------------------------------------------
Columbia Wanger Asset Management, L.P. has filed amendment no. 2
to its Schedule 13G (CUSIP NO. 158496109) to report that as of
December 8, 2009, it has ceased to be the beneficial owner of more
than 5% of the common shares of the Company.

A full-text copy of Columbia Wanger's amendment no. 2 to its
Schedule 13G is available for free at:

               http://researcharchives.com/t/s?4b9c

Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries are international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom. Buildings
constructed by Champion and its subsidiaries consist of both
single and multi-module units designed for either commercial or
residential purposes.  Champion products range from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.

The Company filed for Chapter 11 bankruptcy protection on
November 15, 2009 (Bankr. D. Del. Case No. 09-14019).  The
Company's affiliates also filed separate bankruptcy petitions.
James E. O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion,
Esq., Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones
LLP, assist Champion in its restructuring effort.  The Company
listed $576,527,000 in assets and $521,337,000 in liabilities as
of October 3, 2009.


CHRYSLER LLC: Restores Discount Lease Program for Retirees
----------------------------------------------------------
Greg Gardner at the Detroit Free Press reports Chrysler Group LLC
is restoring a discount lease program for about 26,000 salaried
retirees and surviving spouses that was discontinued in February
for employees and retirees.

The program for current employees reopened in October, but those
leases are for 24 months.  Now, according to Free Press, white-
collar retirees will be able to lease two 2010 model Chrysler,
Jeep, Dodge or Ram vehicles for 36 months between Dec. 9 and
June 30, 2010.

GMAC, which is Chrysler's largest wholesale and retail finance
company, will offer the leases, Free Press says.

Free Press notes employee and retiree discounts historically have
been a big selling factor in southeastern Michigan, where there is
a high concentration of both.  As industry sales weakened,
automakers expanded the discounts to non-employees, but lost money
when the vehicles came to the end of their leases worth less than
the residual, or resale, value automakers used to establish the
monthly payments.

Free Press recalls that to conserve cash, Chrysler stopped leasing
to the public in August 2008, then halted the employee and retiree
deals in February as it conserved cash any way it could before
filing for Chapter 11 bankruptcy protection on April 30.

                     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)


CICCONE FOOD PRODUCTS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Ciccone Food Products, Inc.
        40 West Fullerton
        Addison, IL 60101

Bankruptcy Case No.: 09-46644

Chapter 11 Petition Date: December 10, 2009

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Beverly A. Berneman, Esq.
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578
                  Email: bberneman@querrey.com

                  Robert R Benjamin, Esq.
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578
                  Email: rbenjamin@querrey.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 $1,469,277
and total debts of $8,675,257.

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

            http://bankrupt.com/misc/ilnb09-46644.pdf

The petition was signed by Sal Ciccone.


CIT GROUP: Files Form 15 to Cancel Registration of Securities
-------------------------------------------------------------
CIT Group Inc. filed a Form 15 with the Securities and Exchange
Commission to cancel the registration of these securities:

     -- Common Stock, par value $0.01 per share;
     -- 6.350% Non-Cumulative Preferred Stock, Series A;
     -- Non-Cumulative Preferred Stock, Series B;
     -- 8.75% Non-Cumulative Perpetual Convertible Preferred
        Stock, Series C; and
     -- Equity Units

CIT Group 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."

CIT Group (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: Registers Shares of New Common Stock With SEC
--------------------------------------------------------
In a registration statement on FORM 8-A12B filed with the U.S.
Securities and Exchange Commission on December 10, 2009, CIT Group
Inc., registered under Section 12(b) of the Securities Exchange
Act of 1934, common stock, par value $.01 per share of the Company
being issued pursuant to the Modified Second Amended Prepackaged
Plan of Reorganization the Prepackaged Plan confirmed by the
United States Bankruptcy Court for the Southern District of New
York on December 8.

As related in the Company's Third Amended and Restated Certificate
of Incorporation and Amended and Restated By-laws, the Common
Stock replaces the Company's prior common stock which was
registered under Section 12(b) of the Act.

Pursuant to the Certificate, CIT's authorized capital stock
consists of (i) 600,000,000 shares of Common Stock, and (ii)
100,000,000 shares of preferred stock, par value $0.01 per share,
Joseph M. Leone, vice chairman and chief financial officer at CIT,
specified.

Each share of Common Stock entitles the holder 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
CIT's Board of Directors with respect to any series of preferred
stock, the holders of the shares of Common Stock will possess all
voting power, Mr. Leone said.

The Certificate does not provide for cumulative voting in the
election of directors.  Generally, all matters to be voted on by
the stockholders must be approved by a majority, or, in the case
of the election of directors, by a plurality, of the votes cast,
subject to state law and any voting rights granted to any of the
holders of preferred stock.  Notwithstanding these provisions,
approval of the three matters requires the vote of holders of 66
2/3% of our 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 our 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, according to Mr.
Leone.

Subject to any preferential rights of any outstanding series of
preferred stock that our board of directors may create, from time
to time, the Holders of Common Stock will be entitled to dividends
as may be declared from time to time by the board of directors
from funds available.  Upon liquidation of the Company, subject to
the rights of holders of any preferred stock outstanding, the
holders of Common Stock will be entitled to receive our assets
remaining after payment of liabilities proportionate to their pro
rata ownership of the outstanding shares of Common Stock.

In order 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, any
attempted transfer of Common Stock will be prohibited and void ab
initio to the extent that, as a result of the Transfer, either

  -- any person or group of persons will become "five-percent
     Shareholder" of the Company, as defined in Section 1.382-
     2T(g) of the U.S. Treasury Regulation; or

  -- the ownership interest in the Company of any five-percent
     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.

The period during which the transfer restrictions apply will
commence on December 8, 2009, or on the date of confirmation of
the Prepackaged Plan.  The Restriction Period will generally
remain in effect until the earlier of:

  * 45 days after the second anniversary of the date of the
    Confirmation; and

  * the date that the Board determines that (i) the consummation
    of the Prepackaged Plan did not satisfy the requirements of
    Section 382(1)(5) of the Internal Revenue Code, (ii) 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 (iii) no significant value attributable to
    the tax benefits would be preserved by continuing the
    Transfer Restrictions.

A full-text copy of CIT's disclosure is available with the SEC at:

             http://ResearchArchives.com/t/s?4b8e

                          *     *     *

According to Bloomberg News, CIT's stock advanced $1.99 or 7.4
percent, to $28.99 at 4.15 p.m. as of December 10, 2009, in NYSE
composite trading.  The price, however, is not directly comparable
with CIT's old common stock, which was wiped out after the
November 1, 2009 Petition Date, the report noted.

                        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.

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.

CIT Group Inc. and CIT Group Funding Company of Delaware LLC
successfully emerged from Chapter 11 bankruptcy protection on
December 10, 2009, after officially completing and concluding
their Chapter 11 restructuring outlined in the Modified Second
Amended Prepackaged Chapter 11 Joint Plan of Reorganization.

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 215/945-700


CIT GROUP: S&P Withdraws 'D' Rating on Expected Bankruptcy Exit
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'D'
rating on CIT Group Inc. and its rated subsidiaries.

"The rating action anticipates CIT's expected exit from bankruptcy
protection," said Standard & Poor's credit analyst Rian M.
Pressman, CFA.  S&P plans on issuing a rating on CIT and its
outstanding debt as soon as S&P has sufficient information to
appraise the company's future, business strategy, funding
platform, credit quality, earnings capacity, capitalization, and
other relevant ratings factors.


CITADEL BROADCASTING: Preparing to File for Bankruptcy by Yearend
-----------------------------------------------------------------
People familiar with the matter told The Wall Street Journal's
Mike Spector and Sarah McBride that Citadel Broadcasting Corp. is
preparing to file for bankruptcy by the end of the year.

Sources told the Journal that under the deal presented to lenders
last week, Citadel would file a "prearranged" Chapter 11
bankruptcy plan.  Lenders owed $2 billion would swap a substantial
amount of that debt for around 99.5% of the equity in a
reorganized company, the Journal's sources said.  According to the
Journal, the restructuring would give the group of some 90 lenders
control of Citadel.  Shareholders would be wiped out.

The Journal says some debt holders, including hedge funds
registered offshore, will receive special warrants in lieu of new
stock as part of the restructuring.  That's designed to avoid
running afoul of regulatory rules that limit concentrated
ownership of media companies.

The report says the restructuring would cut Citadel's debt load to
about $760 million.  The lenders have until Tuesday to sign the
deal.

Sources told the Journal a group of lenders holding about 40% of
the debt -- including J.P. Morgan Chase & Co. and General Electric
Co.'s GE Capital -- have indicated they support the
reorganization.

The Journal notes Citadel still needs the support of holders of
two-thirds of its debt outstanding, as well as a majority of
individual debt holders, to receive final approval of the plan in
bankruptcy court.

A person familiar with the situation, according to the Journal,
cautioned that Citadel could delay its bankruptcy filing depending
on the amount of creditor support it receives in coming days.

Citadel Chief Executive Farid Suleman is likely to remain at the
helm after the bankruptcy, people familiar with the situation told
the Journal.

The Journal notes Citadel landed in trouble after loading up on
debt to fund its acquisition of Walt Disney Co.'s ABC Radio
stations in 2006.  At the time, radio was a $20 billion-a-year
industry.  The ABC stations, chiefly in large cities compared to
the medium-sized markets in which Citadel specialized, offered the
company a chance to vault onto a much bigger playing field.

But 2006 turned out to be the peak, the Journal relates, leaving
Citadel saddled with debt in a business that began shrinking
rapidly.  Citadel also lost two radio personalities: Paul Harvey
died earlier this year and Sean Hannity, the conservative talk-
show host viewed as second only to Rush Limbaugh, defected last
year to rival Premiere Radio Networks, part of Clear Channel.

                 Citadel May Default in Jan. 2010

Citadel said in a regulatory filing in November it was in
compliance with its covenants under its Senior Credit and Term
Facility as of September 30, 2009, and the Company expects to be
in compliance through 2009.  However, a Fourth Amendment to the
Credit facility, entered into in March 2009, added additional
covenants for 2010, which the Company does not expect to meet.

The Fourth Amendment provides that the Company must have at least
$150 million of available cash as of January 15, 2010, and the
remaining convertible subordinated notes must be amended by
January 15, 2010, to provide for a maturity date on or after
September 30, 2014, among other things.  Additionally, as of the
quarter ended March 31, 2010, the Company would be required to
comply with the financial leverage covenant required prior to the
Fourth Amendment under section 13.1 of the Senior Credit and Term
Facility at a rate of 7.75 to 1.0, reducing to 7.25 to 1.0 on
June 30, 2010, and further reducing to 6.75 to 1.0 on December 31,
2010.

The Fourth Amendment also requires that if the Company's cash
exceeds $30,000,000 at any time, then the Company is required to
promptly put the amount in excess of $30,000,000 into a cash
collateral account for the benefit of the Company's lenders.  The
Company will not have access to the cash collateral account to
operate its business, fulfill its obligations, or to otherwise
meet its liquidity needs without the consent of the lenders.  As
of September 30, 2009, approximately $4.0 million of Excess Cash
is included in prepaid expenses and other current assets on the
Company's consolidated condensed balance sheet.

Based on the current economic conditions and capital markets, the
Company does not expect to be able to meet its covenants under the
Senior Credit and Term Facility as of January 15, 2010.  If the
Company fails to do so, the Company will be in default under its
Senior Credit and Term Facility and under the terms of its
convertible subordinated notes.

The Journal says Citadel has tapped law firm Kirkland & Ellis LLP
and investment bank Lazard Ltd. for restructuring advice.

Citadel had said should it default, its indebtedness may be
accelerated, it would not be able to satisfy obligations under the
Credit Facility, and the Company would likely need to seek relief
through a Chapter 11 filing under the U.S. Bankruptcy Code.

The Company had $52.4 million of debt issuance costs related to
the Senior Credit and Term Facility, including approximately
$0.3 million, $10.5 million and $11.5 million incurred in
connection with the amendments on March 13, 2008, November 25,
2008, and March 26, 2009.  The Company also incurred approximately
$0.6 million in costs paid to third parties in connection with the
Fourth Amendment, and these amounts were expensed primarily during
the first quarter of 2009.  The Company wrote off $200,000 in debt
issuance costs in connection with the modification of the Senior
Credit and Term Facility under the Fourth Amendment.  The Company
wrote off approximately $1.1 million and $3.1 million of debt
issuance costs relating to the prepayments during the three and
nine months ended September 30, 2008, respectively.

Pursuant to the terms of the Senior Credit and Term Facility and
the resulting classification as a current liability beginning with
the quarter ended March 31, 2009, the remaining amount of debt
issuance costs are being amortized over the 9.5 month period
through January 15, 2010.  During the quarters ended September 30,
2009 and 2008, the amortization of these debt issuance costs was
$13.6 million and $1.2 million, respectively, and for the nine
months ended September 30, 2009 and 2008, the amortization was
$29.3 million and $3.9 million, respectively.  As of September 30,
2009, $15.8 million of debt issuance costs are unamortized.

At September 30, 2009, the Company had $1.40 billion in total
assets against $2.47 billion in total liabilities, resulting in
$1.07 billion in stockholders' deficit.  The September 30 balance
sheet showed strained liquidity: the Company had $203.6 million in
total current assets, including $26.3 million in cash and cash
equivalents, against $2.23 billion in total current liabilities.

                    About Citadel Broadcasting

With a national footprint reaching more than 50 of the nation's
leading markets, Las Vegas, Nevada-based Citadel Broadcasting --
http://www.citadelbroadcasting.com/-- is comprised of 165 FM
stations and 58 AM stations.  In addition to its portfolio of
local stations across the country, Citadel Broadcasting also owns
and operates Citadel Media (formerly ABC Radio Networks), which
creates and distributes programming to more than 4,400 affiliates.
The Wall Street Journal says Citadel is the third-largest radio
broadcaster in the U.S.


CITADEL BROADCASTING: Wells Fargo Discloses 1.46% Equity Stake
--------------------------------------------------------------
Wells Fargo and Company discloses it beneficially owns 3,888,619
shares or roughly 1.46% of the common stock of Citadel
Broadcasting Corp. as of November 30, 2009.

With a national footprint reaching more than 50 of the nation's
leading markets, Las Vegas, Nevada-based Citadel Broadcasting --
http://www.citadelbroadcasting.com/-- is comprised of 165 FM
stations and 58 AM stations.  In addition to its portfolio of
local stations across the country, Citadel Broadcasting also owns
and operates Citadel Media (formerly ABC Radio Networks), which
creates and distributes programming to more than 4,400 affiliates.
The Wall Street Journal says Citadel is the third-largest radio
broadcaster in the U.S.


CITADEL BROADCASTING: Bank Debt Trades at 29.15% Off
----------------------------------------------------
Participations in a syndicated loan under which Citadel
Broadcasting Corporation is a borrower traded in the secondary
market at 70.85 cents-on-the-dollar during the week ended Friday,
Dec. 11, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 2.35 percentage points from the previous week, The
Journal relates.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank loan matures on June 1, 2014,
and carries Moody's Caa3 rating and Standard & Poor's CCC- rating.
The debt is one of the biggest gainers and losers among 175 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 11.

Citadel Broadcasting Corporation (OTCBB:CTDB) is the third largest
radio group in the United States, with a national footprint
reaching more than 50 markets.  Citadel is comprised of 165 FM
stations and 58 AM stations in the nation's leading markets, in
addition to the ABC Radio Network business, which is one of the
three largest radio networks in the United States.  See:

             http://www.cidatelbroadcasting.com/

Citadel had assets of $1.412 billion against debts of
$2.469 billion as of June 30, 2009.

As reported in the Troubled Company Reporter on Sept. 3, 2009,
Citadel Broadcasting Corp. is negotiating with senior debtholders
about "what the next step should be" after it skipped a $2 million
interest payment on its subordinated debt due Aug. 15, Sarah
McBride at The Wall Street Journal reports, citing Company CEO
Farid Suleman.  "All options are on the table," including
prepackage bankruptcy, debt restructuring, and another amendment
to the company's credit agreement, The Journal says, citing Mr.
Suleman, who admitted that Citadel might not be able to meet
conditions that kick in next January.

As reported by the TCR on June 29, 2009, Moody's Investors Service
downgraded Citadel Broadcasting Corporation's Corporate Family
Rating to Caa3 from Caa2 and Probability of Default Rating of Ca
from Caa3.  In addition, Moody's downgraded Citadel's senior
secured credit facility to Caa3 from Caa2.  The rating outlook is
stable.

The TCR on Jun 03, 2009, stated that Standard & Poor's assigned
its unsolicited 'CCC' corporate credit rating to Citadel
Broadcasting Corp.  The rating outlook is negative.  At the same
time, S&P assigned the company's $2.34 billion senior secured
credit facilities an unsolicited issue-level rating of 'CCC' (at
the same level as the 'CCC' corporate credit rating).  S&P also
assigned the facilities a recovery rating of '4', indicating S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default.

S&P believes that Citadel may be unable to comply with new
covenants added to its credit agreement following the completion
of its fourth amendment, specifically the requirement to have at
least $150 million of available cash as of Jan. 15, 2010.  Cash
balances were $25.4 million as of March 31, 2009.


CITIGROUP INC: Terra Firma to File Suit Over EMI Acquisition
------------------------------------------------------------
The Financial Times reports that Terra Firma, Guy Hands' private
equity group, will formally serve his multibillion pound lawsuit
on Citigroup in London today, Dec. 14.

According to the FT, Mr. Hands claimed that the bank both advised
EMI and financed his GBP4 billion acquisition of the UK music
company fraudulently misrepresented the facts of the auction.

Terra Firma, the FT says, is seeking unspecified punitive damages
on top of the GBP1.5 billion-plus writedown Mr. Hands has taken on
his investment.  The FT relates Citigroup said on Friday it would
defend itself vigorously against a case, which it said was without
merit.  At its core are two claims: that Citigroup encouraged
Mr. Hands to make a 265p per share binding bid by a May 21, 2007
deadline, even though other bidders had allegedly dropped out; and
that a Citigroup analyst report on Warner Music at the time was an
attempt to force the indebted EMI into its bank's hands, the FT
discloses.

The FT recalls collapse in credit markets in August 2007 left
Citigroup unable to syndicate the GBP2.6 billion debt it had
provided, leaving its fate and that of Mr. Hands' GBP1.7 billion
equity locked together.  Citigroup's flexibility is limited as
Terra Firma has to approve any buyer to which the bank tries to
offload debt, the FT says.  In the past month, Mr. Hands has
offered to inject GBP1 billion of equity if Citigroup would write
off a similar sum of debt, the FT recounts.  To date, the bank has
refused, the FT states.  By suing, Mr. Hands may hope for a
settlement by which his bankers would agree to more favorable
terms to preserve more of his investors' equity, the FT notes.

EMI -- http://www.emigroup.com/-- is the fourth largest record
company in terms of market share (behind Universal Music Group,
Sony Music Entertainment, and Warner Music Group).  It houses
recorded music segment EMI Music and EMI Music Publishing.  EMI
Music distributes CDs, videos, and other formats primarily through
imprints and divisions such as Capitol Records and Virgin, and
sports a roster of artists such as The Beastie Boys, Norah Jones,
and Lenny Kravitz.  EMI Music Publishing, the world's largest
music publisher, handles the rights to more than a million songs.
EMI Music operates through regional divisions (EMI Music North
America, International, and UK & Ireland).  Private equity firm
Terra Firma owns EMI.

                      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.


CLAIRE'S STORES: Bank Debt Trades at 20.46% Off
-----------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 79.54 cents-
on-the-dollar during the week ended Friday, Dec. 11, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.44
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 175 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Dec. 11.

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

As stated by the Troubled Company Reporter on Sept. 14, 2009,
Claire's Stores, Inc., reported a net loss of $3.733 million for
the three months ended Aug. 1, 2009, from a net loss of
$16.93 million for the three months ended Aug. 2, 2008.  The
Company reported a net loss of $32.75 million for the six months
ended Aug. 1, 2009, from a net loss of $52.50 million for the six
months ended Aug. 2, 2008.

At Aug. 1, 2009, the Company had $2.85 billion in total assets;
and $190.73 million in total current liabilities and $2.72 billion
in total long-term and other liabilities, resulting in
$60.10 million in stockholders' deficit.


CLAYTON COUNTY: S&P Assigns 'CCC+' Rating on $64.985 Mil. Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
the $64.985 million Series 2009A and $60.015 million Series B
Development Authority of Clayton County (Georgia) Special
Facilities Revenue Bonds (Delta Air Lines Inc. Project).  Clayton
County is issuing the 2009A bonds to refinance all of the Special
Facilities Revenue Bonds Series 2000A (currently $64.985 million
outstanding).  "Clayton County is issuing the 2009B bonds to
refinance a portion of the Special Facilities Revenue Bonds Series
2000B and 2000C (currently $227.810 million outstanding)," said
Standard & Poor's credit analyst Betsy R.  Snyder.  The portion
not being refinanced will remain outstanding.  "The facilities
being refinanced for Delta are at Hartsfield Airport in Atlanta,
and Delta is an indirect obligor of the bonds," she continued.
Delta's payments under a loan agreement secure these bonds, which
are rated two notches below the 'B' corporate credit rating.
Although S&P currently do not rate any of Delta's senior unsecured
debt obligations, S&P's recovery analysis has determined that S&P
would assign a 'CCC+' rating to senior unsecured debt.

The 'B' corporate credit rating on Atlanta-based Delta reflects
the risks associated with participation in the price-competitive,
cyclical, and capital-intensive airline industry, its significant
intermediate-term debt and capital-spending commitments, and
operational and customer service risks inherent in most airline
mergers (Delta merged with Northwest Airlines Corp. in 2008).
Although Delta currently has liquidity acceptable for the ratings
and will likely report narrower losses than most other U.S.
"legacy carriers," worse-than-expected fuel prices and/or economic
weakness could erode the company's financial profile.  The level
of liquidity (unrestricted cash, short-term investments, and
available committed bank borrowing capacity) below which S&P may
lower its rating is $4 billion.

                           Ratings List

                       Delta Air Lines Inc.

           Corp. credit rating            B/Negative/--

                         Ratings Assigned

          Clayton County Development Authority, Georgia

   $64.985 mil. facil revenue bonds series 2009A          CCC+
   $60.015 mil. facil revenue bonds series 2009B          CCC+


COLUMBIA LABORATORIES: Receives Non-Compliance Notice From NASDAQ
-----------------------------------------------------------------
Columbia Laboratories, Inc., disclosed that it received a notice
on December 9, 2009 from the NASDAQ Stock Market indicating that
the Company no longer meets the minimum bid price requirement for
continued listing on the NASDAQ Global Market as set forth in
Marketplace Rule 5450(a)(1).  The notice stated that the bid price
of the Company's common stock has 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, the Company has until June 7,
2010, to regain compliance with the minimum closing 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 June 7, 2010, 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.
Alternatively, the Company may apply to transfer the listing of
its common stock to the NASDAQ Capital Market if it satisfies all
criteria for initial listing on the NASDAQ Capital Market, other
than compliance with the minimum bid price requirement.  If such
application to the NASDAQ Capital Market is approved, then the
Company may be eligible for an additional grace period.

The Company is considering actions that it may take in response to
this notification in order to regain compliance with the continued
listing requirements.

                    About Columbia Laboratories

Columbia Laboratories, Inc. -- http://www.columbialabs.com/--
is a specialty pharmaceutical company focused on developing and
commercializing products for the women's healthcare and
endocrinology markets that use its novel bioadhesive drug delivery
technology.  Columbia's U.S. sales organization markets CRINONE(R)
8% (progesterone gel) in the United States for progesterone
supplementation as part of an Assisted Reproductive Technology
treatment for infertile women with progesterone deficiency and
STRIANT(R) (testosterone buccal system) for the treatment of
hypogonadism in men.  The Company's partners market CRINONE(R) 8%,
STRIANT(R) and one other product to additional foreign and U.S.
markets.


COMMSCOPE INC: Bank Debt Trades at 4% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Commscope, Inc.,
is a borrower traded in the secondary market at 96.00 cents-on-
the-dollar during the week ended Friday, Dec. 11, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.88 percentage
points from the previous week, The Journal relates.  The Company
pays 250 basis points above LIBOR to borrow under the facility.
The bank loan matures on Nov. 6, 2014, and carries Moody's Ba2
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among 175 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 11.

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

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


COMMUNITY HEALTH: Bank Debt Trades at 7% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
93.46 cents-on-the-dollar during the week ended Friday, Dec. 11,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.65 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 1, 2014, and
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among 175 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 11.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital.  Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.


CONSECO INC: Completes Revisions to Senior Credit Facility
----------------------------------------------------------
In a regulatory filing Wednesday, Conseco, Inc. reported that it
has successfully completed the previously announced amendment to
its senior credit facility.  The amendment will become effective
upon the closing of the Company's previously announced proposed
public offering of common stock.

"Completing this amendment is another positive step for Conseco,"
CEO Jim Prieur said.  "The revisions will provide the company with
significant additional margin, adding $170 million of margin to
our statutory capital covenant through 2010 and $70 million in
2011, and will provide comparable additional margin on our risk-
based capital covenant, at a modest cost.  While we are
comfortable with the terms of our existing facility, the amended
terms give us even greater financial flexibility, and we believe
should help position us for improved credit ratings over time."

The changes to the senior credit facility will include:

  -- the minimum risk-based capital ratio requirement will remain
     at 200% through December 31, 2010, and will 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
     will remain at $1.1 billion through December 31, 2010, and
     will 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 will remain at 1.5x
     through December 31, 2010, and will 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 will remain at
     32.5% through December 31, 2009, and will decrease to 30.0%
     thereafter (the debt to total capital ratio requirement is
     currently scheduled to return to 30.0% after June 30, 2010).

Conseco has agreed 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 modifies 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 also provides 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 will be
replaced with a payment of an equal amount of cash interest.  The
amount of accrued PIK interest (expected to be approximately
$6 million) will 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 will not impact reported interest
expense.  The amendment will 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
expects 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.


CONSECO INC: Court Dismisses Solow Action on GM Building Sale
-------------------------------------------------------------
U.S. District Court Judge Barbara Jones in Manhattan dismissed a
lawsuit filed by billionaire real estate developer Sheldon H.
Solow against Conseco Inc. and one of its subsidiaries over a 2003
auction to sell the General Motors Building in Manhattan for
$1.4 billion.

Reuters relates Mr. Solow filed the lawsuit in 2006, alleging he
had submitted the best and highest bid, but Conseco and its unit
Carmel Fifth LLC, never intended to sell it to anyone but real
estate owner Harry Macklowe.  Mr. Solow had said that the bidding
tied up hundreds of millions of dollars that he could have used
for other deals.  Reuters says Mr. Solow sued for $35 million, the
amount Conseco received above Macklowe's prior bid, damages and
for the sale to Mr. Macklowe to be voided.

According to Reuters, the Court agreed with Conseco's argument
that it was not the "Old Conseco" that had filed for bankruptcy in
2002.  Conseco had its reorganization plan approved in September
2003 when it emerged as a separate "New Conseco" entity.

According to Reuters, the sale of the GM Building was completed by
August 28, 2003, and before the existence of "New Conseco,"
according to court papers.

"Defendants argue that Solow does not have independent claims
against New Conseco because he has not alleged any misconduct of
fraud after September 9, 2003.  The Court agrees," the Court's
ruling said in part, according to Reuters.

Reuters notes Boston Properties Inc. acquired the GM Building from
Macklowe Properties for about $2.8 billion in June 2008.

                        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.


CONVERTED ORGANICS: Receives Non-Compliance Notice From NASDAQ
--------------------------------------------------------------
Converted Organics Inc. disclosed that it received notice on
December 4, 2009 from The NASDAQ Stock Market stating that the
closing bid price of its common stock had fallen below $1.00 for
thirty consecutive business days, from October 22, 2009 to
December 3, 2009, and, therefore, that the Company was not in
compliance with NASDAQ Listing Rule 5550(a)(2) as of December 3,
2009.

The NASDAQ notice states that the Company has been provided a 180
day grace period, through June 2, 2010, to regain compliance with
the Rule.  To regain compliance, the bid price for the Company's
common stock must close at $1.00 or higher for a minimum of 10
consecutive business days within the stated 180 day grace period.
At the close of the grace period, if the company has not regained
compliance, it may be eligible for an additional grace period of
180 days, if it meets the initial listing standards, with the
exception of bid price, for the NASDAQ Capital Market.  If it is
not eligible for an additional grace period, the Company will
receive notification that its securities are subject to delisting,
and it may then appeal the delisting determination to a Hearings
panel.

The NASDAQ notice has no effect on the listing of the Company's
common stock at this time and its common stock will continue to
trade on the NASDAQ Capital Market under the symbol "COIN."

                  About Converted Organics Inc.

Converted Organics Inc., based in Boston, MA, is dedicated to
producing high-quality, all-natural, organic soil amendment and
fertilizer products through food waste recycling.  The Company
uses its proprietary High Temperature Liquid Composting (HTLC)
system, a proven, state-of-the-art microbial digestion technology,
to process various biodegradable food wastes into dry pellet and
liquid concentrate organic fertilizers that help grow healthier
food and improve environmental quality.  Converted Organics sells
and distributes its environmentally-friendly fertilizer products
in the retail, professional turf management, and agribusiness
markets.

Converted Organics' flagship manufacturing facility is located in
Woodbridge, New Jersey.  A second manufacturing site is located in
Gonzales, California.


COOPER-STANDARD: To Save $600,000 a Month from Loan Refinancing
---------------------------------------------------------------
Daily Bankruptcy Review reports Cooper-Standard Holdings Inc. is
seeking court permission to refinance its $200 million bankruptcy
loan at better terms, which the Debtor says will save it $600,000
per month.  Cooper-Standard negotiated a $175 million replacement
financing to record the $600,000 monthly savings by reducing
interest expense.

According to Bill Rochelle at Bloomberg, under a proposed
financing arrangement with an affiliate of Deutsche Bank AG as
agent, the interest rate will drop to a maximum of 7% above the
London interbank offered rate.  Currently, the rate is Libor plus
9.5%.  The existing agreement provides that Libor shall be assumed
to be no lower than 3%.  The new financing has a 2% Libor floor.

The bankruptcy court in Delaware is expected hold a hearing on
Dec. 29 for final approval of the new financing.  A hearing for
interim approval is set for Dec. 18.

                       About Cooper-Standard

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

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

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

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

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


CRYSTAL LAKE GATEWAY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Crystal Lake Gateway LLC
        110 N Brockway Street
        Palatine, IL 60067

Bankruptcy Case No.: 09-46646

Chapter 11 Petition Date: December 10, 2009

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

Judge: Eugene R. Wedoff

Debtor's Counsel: Arnold G. Kaplan, Esq.
                  Law Offices Of Arnold Kaplan Ltd
                  20 N Clark Street, #1725
                  Chicago, IL 60603
                  Tel: (312) 443-1667
                  Fax: (312) 372-6067
                  Email: akaplan1616@aol.com

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

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

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

The petition was signed by Robert L. Hummel, manager of the
Company.


DAVID ROBINSON: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: David R. Robinson
               Chellee C. Robinson
               4122 E Mclellan #8
               Mesa, AZ 85205

Bankruptcy Case No.: 09-32033

Chapter 11 Petition Date: December 11, 2009

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

Debtors' Counsel: Robert M. Cook, Esq.
                  Law Offices Of Robert M. Cook PLLC
                  219 W Second St
                  Yuma, AZ 85364
                  Tel: (928) 782-7771
                  Fax: (928) 782-7778
                  Email: robertmcook@yahoo.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 19 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/azb09-32033.pdf

The petition was signed by the Joint Debtors.


DEAN FOODS: Bank Debt Trades at 7% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dean Foods is a
borrower traded in the secondary market at 93.22 cents-on-the-
dollar during the week ended Friday, Dec. 11, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.94 percentage
points from the previous week, The Journal relates.  The Company
pays 175 basis points above LIBOR to borrow under the facility.
The bank loan matures on March 22, 2014, and carries Moody's B1
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among 175 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 11.

Dean Foods Company is the largest processor and distributor of
milk and various other dairy products in the United States, with
dairy operations accounting for around 79% of its net sales in
FY2008.  The company also markets and sells a variety of branded
dairy and dairy-related products including, Silk soymilk and
cultured soy products, Horizon Organic dairy products,
International Delight coffee creamers and LAND O'LAKES creamers
and fluid dairy products.  Headquartered in Dallas, Texas, Dean
Foods had sales in the last twelve months ending March 31, 2009,
of approximately $12.1 billion.


DECODE GENETICS: T. Rowe Ceases to Own at Least 5% of Stock
-----------------------------------------------------------
T. Rowe Price Associates, Inc., et al., have filed amendment no. 7
to their Schedule 13G (CUSIP Number 243586104) to report that as
of December 10, 2009, they have ceased to be the beneficial owner
of more than 5% of the common shares of deCODE genetics, Inc.

A full-text copy of T. Rowe Price Associates' Amendment No. 7 to
their Schedule 13G is available for free at:

               http://researcharchives.com/t/s?4b9d

                        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.


DOLE FOOD: Fitch Upgrades Issuer Default Ratings to 'B'
-------------------------------------------------------
Fitch Ratings has upgraded the ratings of Dole Food Company, Inc.
and Solvest Ltd:

Dole (Operating Company)

  -- Long-term Issuer Default Rating to 'B' from 'B-';
  -- Secured asset-based revolver to 'BB/RR1' from 'BB-/RR1';
  -- Secured term loan B to 'BB/RR1' from 'BB-/RR1';
  -- Third-lien secured notes to 'B+/RR3' from 'B-/RR4';
  -- Senior unsecured debt to 'CCC/RR6' from 'CC/RR6'.

Solvest Ltd. (Bermuda-based Subsidiary)

  -- Long-term IDR to 'B' from 'B-';
  -- Secured term loan C to 'BB/RR1' from 'BB-/RR1'.

On Oct. 10, 2009, Dole had approximately $2.3 billion of
consolidated debt, $102 million of unrestricted cash and
$302.5 million of restricted cash on deposit for the payoff of its
$363 million 7.25% notes due June 15, 2010.

The Ratings Upgrades:

The upgrades reflect the significant level of debt reduction
following Dole's Oct. 22, 2009 initial public offering (IPO), the
elimination of near-term refinancing risk and continued
improvement in the company's cash flow.  Fitch estimates Dole's
pro forma debt, post the Oct. 22, 2009 IPO and subsequent use of
the majority of net proceeds for debt reduction, to be
approximately $1.7 billion.

Dole received $415 million of net proceeds from its IPO and used
approximately $381 million to repay debt.  Debt repaid includes
these: $130 million of its 8.875% unsecured notes due 2011 on
Nov. 30, 2009, $119 million of its 13.875% third-lien notes due
March 15, 2014, on Nov. 27, 2009, $85 million of holding company
debt transferred to the company as a result of the merger of DHM
Holdings into Dole, and $47 million borrowings under its ABL
revolver.

On Oct. 26, 2009, Dole redeemed all of its $363 million of 7.25%
unsecured notes due June 15, 2010 using proceeds from the issuance
of $315 million secured notes on Sept. 25, 2009.  Proceeds from
this issuance were deposited in a restricted trust account for the
purpose of repaying this debt.  The refinancing of the 2010
maturity along with the repayment of $130 million of its
$200 million 8.875% unsecured notes due 2011 has eased the near-
term refinancing concerns Fitch had regarding the company.

For the latest 12-month period ended Oct. 10, 2009, operating
earnings, before, interest, taxes and depreciation (EBITDA),
excluding gains from asset sales and other non-operating income,
was $407 million.  Based on Fitch's estimate of total debt pro
forma for the IPO and subsequent debt reduction, Dole's total
debt-to-operating EBITDA approximates 4.1 times.  This is
considerably lower than the 5.7x at the year ended Jan. 1, 2009.

Fitch believes Dole can maintain average leverage in the 4.0x to
5.0x range absent any unanticipated shocks to product and
distribution costs in the near- to intermediate-term.  Upcoming
maturities are limited to $70 million 8.875% unsecured notes due
March 15, 2011 and $155 million of unsecured notes due July 15,
2013.  The company's ABL revolver expires April 12, 2011.

Recovery prospects for Dole's third-lien notes have improved as
Fitch previously anticipated due to the company's debt reduction.
The 'RR1' rating on Dole's secured bank debt reflects the fact
that recovery prospects on this debt remain outstanding at 91%-
100%.  The 'RR3' rating on the company's third-lien secured notes
indicates good recovery prospects of 51%-70%.  And finally, the
'RR6' rating on the company's senior unsecured debt reflects
Fitch's belief that recovery would be below 10% if there was an
event of default.

European Banana Tariffs:

Dole's cash flow should benefit from the pending reduction of the
current 176 euro/metric ton import tariff on bananas sourced from
Latin America and sold into the European Union.  The current
tariff has been in place since Jan. 1, 2006 but is expected to be
reduced 16% to 148 euro/metric ton beginning in 2010 and then by a
total of 35% to 114 euro/metric ton by 2016.  Dole anticipates
that its costs will fall about $15 million in 2010 and then by a
total of $35 million annually by 2016.  Fitch views the reduction
positively and has incorporated the tariff decline into its near-
to intermediate-term financial projections for Dole.

Recent Operating Performance:

For the nine months ended Oct. 10, 2009, consolidated revenue
declined 12% to $5.2 billion.  Excluding divestitures, the decline
was 7% and was approximately 4% excluding $187 million of
unfavorable currency movements.  Dole reported operating income
growth of 32% to $275.6 million.  Operating income would have been
lower by approximately $10 million excluding the benefits of
currency.  The biggest drivers to operating income growth were
improvement in the profitability of the company's Packaged Foods
and Fresh Vegetables segments.  The company had lower product,
shipping and distribution costs along with better pricing in
Packaged Foods.  Fitch does not expect Dole's cost frontier to be
as favorable in 2010 due to the potential for higher packaging and
bunker fuel expenses.  Dole has indicated that it has minimal
bunker fuel hedges currently in place for fiscal 2010.

For the LTM period ended Oct. 10, 2009, Dole generated
$277 million of free cash flow (defined as cash flow from
operations less capital expenditures and dividends), after
producing negative FCF annually since 2005.  Operating cash flow
has benefited from higher operating income and significant
improvements in working capital.  Fitch does not expect FCF
generation to remain at current high levels, given the on-going
volatility of the fresh produce industry.

Liquidity:

On Oct. 10, 2009, Dole's $340.5 million of liquidity included
$102 million of unrestricted cash and $238.5 million available,
excluding approximately $91.6 million of letters of credit, under
its $350 million ABL revolver.  Dole's ABL matures on April 12,
2011, and as of Oct. 10, 2009 had a borrowing base of
$330.1 million.

Dole's targeted $200 million of asset sales for fiscal 2009
further improve the company's liquidity.  Year-to-date through the
third-quarter ended Oct. 10, 2009, cash received from divestitures
totalled $94.4 million.  Following the close of the third quarter,
Dole sold three box plants, in addition to one sold during the
third quarter.  Total proceeds from these asset sales are expected
to be approximately $100 million.  Dole has earmarked these
proceeds for debt reduction.

Covenants:

Financial covenants for the revolver include a springing fixed
charge coverage ratio of 1.0x should availability under the
revolver fall below $35 million and a maximum senior secured
leverage ratio of 3.75x.  Dole's secured term loans subject the
company to a maximum first priority senior secured leverage ratio
of 3.25x through Oct. 10, 2009, stepping down by 0.25x increments
beginning Jan. 2, 2010 and ending at 2.5x on June 16, 2012.  Dole
reported that its first priority senior secured leverage ratio was
less than 2.05x at Oct. 10, 2009.  Fitch estimates that EBITDA
would have to fall by more than 35% to breach this covenant,
assuming approximately $800 million of first priority debt.


DOLLAR THRIFTY: Board Approves 2010 Bonus Plan for Executives
-------------------------------------------------------------
Effective December 3, 2009, the Board of Directors of Dollar
Thrifty Automotive Group, Inc., approved the 2010 Executive
Incentive Compensation Plan, its annual bonus plan for executive
officers.

The Incentive Compensation Plan provides participants with the
opportunity to earn an annual bonus based on a specified year over
year growth in the Company's earnings before interest, taxes,
depreciation and amortization.  The bonus will be paid in cash to
participating executives if actual EBITDA for the performance
period equals or exceeds the pre-established percentage growth
over the Company's 2009 EBITDA. The Incentive Awards allocated to
participants vary based on the participant's position and level of
responsibility within the Company.

The targeted level of Incentive Award, expressed as a percentage
of base salary, for each participant in the Incentive Compensation
Plan who was included as a Named Executive Officer in DTAG's most
recent proxy:

                                                Target Award
                                                (as a Percentage
     Participant             Title              of Base Salary)
     -----------             -----              ----------------
     Scott L. Thompson       President and CEO         100%
     R. Scott Anderson       Sr. Exec VP                75%
     H. Clifford Buster III  Sr. EVP and CFO            75%
     Vicki J. Vaniman        EVP                        60%
     James S. Duffy          Vice President             35%

Mr. Duffy was included as a Named Executive Officer in DTAG's most
recent proxy, but is no longer serving as an executive officer of
the Company.

Upon achievement of the pre-established performance goals,
management will recommend to the Board individual participant
awards for approval.  If the targeted level of EBITDA is attained
or exceeded, the payout under the Incentive Compensation Plan
would occur by March 15, 2011.

The Incentive Compensation Plan also includes a mechanism for
forfeiture and, if applicable, repayment by the participant of
awards where a participant engages in "Detrimental Activity" as
defined in the plan.

               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'.


DURA AUTOMOTIVE: Inks Acquisition Deal With Patriarch Partners
--------------------------------------------------------------
According to reports, Dura Automotive Systems Inc. agreed to be
acquired by Patriarch Partners, a private equity firm in New York.
A person with knowledge of the deal said the agreement was signed
but waiting for regulatory approval, Crain's Detroit Business
reported.

Under the deal, Patriarch's chief executive officer Lynn Tilton
will invest $125 million to give his equity firm a controlling
stake in Dura Automotive.  Dura CEO will remain, according to
Crain's.

Reuters reported that Patriarch, which has built a $7 billion
investment house by acquiring distressed companies, said it plans
to merge Dura with the assets of Global Automotive Systems, a
group of small parts suppliers owned by Patriarch.  The combined
company, which will have annual sales of $2 billion and 10,600
employees, will operate under the Dura name.

                       About DURA Automotive

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is a leading
supplier of pedal systems, parking brake mechanisms, manual and
automatic transmission gear shifter systems, and automotive
cables.  Dura also makes door and window systems and trim, as well
as engineered assemblies such as tailgate latches and seating
adjustment controls.

Dura Automotive and its units filed for Chapter 11 petition on
Oct. 30, 2006, (Bankr. D. Del. Case No. 06-11202).  Attorneys at
Kirkland & Ellis LLP and Richards Layton & Finger, P.A.
represented the Debtors.  On June 27, 2008, Dura emerged from
Chapter 11 bankruptcy protection after its Court-confirmed Plan
became effective.


EASTON-BELL SPORTS: Raises $600MM in Note Sale, New ABL Loan
------------------------------------------------------------
Easton-Bell Sports, Inc., on December 3, 2009:

     -- issued $350.0 million aggregate principal amount of
        9.750% senior secured notes due 2016; and

     -- entered into a $250.0 million senior secured asset-based
        revolving credit facility, together with certain of its
        subsidiaries as Canadian Borrowers, with the lenders party
        thereto, JPMorgan Chase Bank, N.A., as administrative
        agent and collateral agent, Bank of America, N.A., and
        Wachovia Capital Finance Corporation (New England), as
        co-syndication agents, and U.S. Bank National Association,
        as documentation agent, to, among other things, permit the
        issuance of the Notes.

Under the ABL Credit Agreement, $85.0 million of loans were drawn
at the closing of the issuance of the Notes on December 3, 2009.
The remainder of the ABL Credit Agreement is available, subject to
the borrowing base availability, to be drawn from time to time for
general corporate purposes (including permitted acquisitions).

Among other provisions, the ABL Credit Agreement contains certain
covenants that limit the ability of the Company to (1) incur
additional debt, (2) create liens, (3) transfer all or
substantially all of its assets or enter into merger or
consolidation transactions, (4) change its business, (5) make
investments, loans, advances, guarantees and acquisitions, (6)
transfer or sell assets, (7) enter into sale and leaseback
transactions, (8) enter swap agreements, (9) enter into
transactions with affiliates, and (10) enter into agreements that
restrict dividends from subsidiaries.

A full-text copy of the ABL Credit Agreement is available at no
charge at http://ResearchArchives.com/t/s?4b97

The gross proceeds from the private offering and the ABL Credit
Agreement, together with cash on hand, were used to repay $272.1
million aggregate principal amount of the term loan portion of the
Company's existing credit facility, to redeem $140.0 million
aggregate principal amount of the Company's existing 8.375% senior
notes due 2012, and to pay other related fees and expenses.

The Notes were issued in a private offering to institutional
investors exempt from registration under the Securities Act of
1933.  The Notes will mature on December 1, 2016.  The Company may
redeem some or all of the Notes prior to December 1, 2012, at a
price equal to 100.000% of the principal amount, plus accrued and
unpaid interest and a "make-whole" premium.  The Company may
redeem all or any of the Notes on or after December 1, 2012, and
prior to December 1, 2013, at 107.313% of the principal amount of
the Notes, plus accrued and unpaid interest.

The Company may redeem all or any of the Notes on or after
December 1, 2013, and prior to December 1, 2014, at 104.875% of
the principal amount of the Notes, plus accrued and unpaid
interest.  The Company may redeem all or any of the Notes on or
after December 1, 2014, and prior to December 1, 2015, at 102.438%
of the principal amount of the Notes, plus accrued and unpaid
interest.  At any time on or after December 1, 2015, the Company
may redeem all or any of the Notes at 100.000% of the principal
amount of the Notes, plus accrued and unpaid interest.

In addition, during any 12-month period commencing on the issue
date prior to December 1, 2012, the Company may redeem up to 10%
of aggregate principal amount of the Notes at a price equal to
103% of their principal amount, plus accrued and unpaid interest.
At any time prior to December 1, 2012, the Company may also redeem
up to 35% of the aggregate principal amount of the Notes that were
issued on December 3, 2009 at a price equal to 109.750% of the
principal amount of the Notes, plus accrued and unpaid interest,
with the net cash proceeds of one or more equity offerings of the
Company.

The Company is not required to make mandatory redemption or
sinking fund payments with respect to the Notes.  However, the
Notes will become due and payable on October 1, 2015, unless on or
prior to August 28, 2015, the indebtedness of the Company's
ultimate parent, EB Sports Corp., a Delaware corporation, under
its existing credit facility has been either repaid or refinanced
with indebtedness with a stated maturity that is at least 91 days
after the maturity date of the Notes.

The Company issued the Notes pursuant to an Indenture dated
December 3, 2009, between the Company, the subsidiary guarantors
named therein and U.S. Bank National Association, as trustee.
Among other provisions, the Indenture contains certain covenants
that limit the ability of the Company to (1) incur, assume or
guarantee additional debt, (2) pay dividends and make other
restricted payments, (3) create liens, (4) use the proceeds from
sales of assets and subsidiary stock, (5) enter into sale and
leaseback transactions, (6) enter into agreements that restrict
dividends from subsidiaries, (7) change its business, (8) enter
into transactions with affiliates, and (9) transfer all or
substantially all of its assets or enter into merger or
consolidation transactions.  The Indenture also requires the
Company to make an offer to repurchase the Notes at 101% of the
principal amount following a change of control, and at 100% of the
principal amount with the proceeds of certain sales of assets and
subsidiary stock.

Also in connection with the issuance of the Notes, a Registration
Rights Agreement dated December 3, 2009, between the Company, the
subsidiary guarantors named therein and J.P. Morgan Securities
Inc., as representative of the initial purchasers, was entered
into with respect to registration rights for the benefit of the
holders of the Notes.

In connection with the issuance of the Notes and the entering into
the ABL Credit Agreement, on December 3, 2009, the Company repaid
all outstanding amounts under the Company's Existing Credit
Facility.

In addition, in connection with the issuance of the Notes and the
entering into the ABL Credit Agreement, on December 3, 2009, the
Company deposited funds with U.S. Bank National Association
sufficient to redeem $140.0 million aggregate principal amount of
the Company's Existing Notes and the accrued and unpaid interest
thereon through the date of redemption.  The notes will be
redeemed on January 4, 2010, at 102.094% of the principal amount
of the notes, plus accrued and unpaid interest.  The Indenture,
dated September 30, 2004 (as amended and supplemented to date),
between the Company (as successor by merger to Riddell Bell
Holdings, Inc.) and U.S. Bank National Association, as trustee, by
which the Existing Notes were issued, was discharged on December
3, 2009.

                     About Easton-Bell Sports

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

                           *     *     *

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

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


ECOSPHERE TECHNOLOGIES: Incurs $1.09 Mil. Net Loss in Q3 2009
-------------------------------------------------------------
Ecosphere Technologies, Inc. reported a net loss of $1,093,405 on
revenues of $357,076 for the three months ended September 30,
2009, compared with a net loss of $3,768,588 on revenues of
$122,454 for the same period last year.

Loss from operations for the three months ended September 30, 2009
was $2,584,041 compared to a loss of $1,819,000 for the three
months ended September 30, 2008.  The increase in the loss from
operations in 2009 versus 2008 was due to the increases in
operating expenses.

For the nine months ended September 30, 2009, the Company reported
a net loss of $16,464,897 on revenues of $705,385, compared with a
net loss of $8,530,891 on revenues of $123,474 for the same period
in 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $5,752,509 in total assets, $19,779,793 in total
liabilities, $1,130,994 in redeemable convertible cumulative
preferred stock series A, and $2,770,052 in redeemable convertible
cumulative preferred stock series B,resulting in a $17,928,330
shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $544,207 in total current
assets available to pay $17,585,112 in total current liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4ba2

                       Going Concern Doubt

During the nine months ended September 30, 2009, the Company
incurred a net loss of approximately $16.5 million, and used cash
in operations of approximately $1.1 million.  At September 30,
2009, the Company had a working capital deficiency of
approximately $17.0 million, a stockholders' deficit of
approximately $17.9 million and had outstanding convertible
preferred stock that is redeemable under limited circumstances for
approximately $3.9 million (including accrued dividends).  In
addition, loans and accrued interest of $713,000 to note holders
were in default as of September 30, 2009.  The Company has not
attained a level of revenues sufficient to support recurring
expenses, and the Company does not presently have the resources to
settle previously incurred obligations.  These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.

                   About Ecosphere Technologies

Headquartered in Stuart, Fla., Ecosphere Technologies Inc. is a
water engineering and services company dedicated to solving
critical water recovery, treatment and recycling challenges
through its proprietary solutions.  The Company has a portfolio of
technologies that are in the various stages of development.


EDRA BLIXSETH: Jewelry Valued at $250,000 to Be Auctioned Off
-------------------------------------------------------------
KPSP Local 2, a CBS affiliate in California, reports The Estate
Jewelry Collection in Palm Desert will auction off today about 100
pieces of jewelry owned by Edra Blixseth.  The total collection is
worth an estimated $250,000.  "It's presumed not to be the biggest
or most valuable pieces Blixseth ever wore, but they are one-of-a-
kind and irreplaceable, according to KPSP.

KPSP says the jewelry will be up for silent auction starting
today.  Bidding will last for one week, the report says.

                          About BLX Group

BLX Group Inc. formerly Blixseth Group Inc. is an Oregon Company
owned by Edra Blixseth.  BLX Group previously owned Yellow
Mountain Club LLC, the entity that owns the Yellowstone Club, a
private golf and ski community with more than 350 members.

BGI's assets include a 230.5-acres property located in Rancho
Mirage, California known as Porcupine Creek.  The property, which
is subdivided into 15 parcels, contains a "multi-million dollar
residential compound and a Tom Weiskopf championship golf course."

Marc S. Kirschner, as liquidating trustee of Yellowstone Mountain
Club, together with two other creditors, filed an involuntary
Chapter 11 petition for BLX Group on Sept. 21, 2009 (Bankr. D.
Montana Case No. 09-61893).  Charles W. Hingle, Esq., at Holland &
Hart LLP, represents the Petitioners.  Mr. Kirschner asserts that
he is owed $190,000,000 on account of a promissory note.

                      About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC, represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.

                        About Edra Blixseth

Coachella Valley-based Edra D. Blixseth owns exclusive resorts in
Rancho Mirage and near Yellowstone Park in Montana.  She owns
Porcupine Creek Golf Club in Rancho Mirage and the Yellowstone
Club in Montana.

Ms. Blixseth filed for Chapter 11 bankruptcy protection on
March 26, 2009 (Bankr. D. Mont. Case No. 09-60452).  Gary S.
Deschenes, Esq., at Deschenes & Sullivan Law Offices assists Ms.
Blixseth in her restructuring efforts.  The Debtor listed
$100 million to $500 million in assets and $500 million to
$1 billion in debts.

As reported by the Troubled Company Reporter on June 18, 2009, the
Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana converted Ms. Blixseth's Chapter 11
reorganization case to a Chapter 7 liquidation proceeding.  Acting
U.S. Trustee Robert D. Miller Jr. said Ms. Blixseth ignored
"repeated requests" to show that her assets, allegedly worth
millions of dollars, were insured.  Judge Kirscher rejected Ms.
Blixseth's appeal to reorganize her finances.


EDWARD BALDWIN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Edward Braswell Baldwin, III
               Tisha Celess Baldwin
               717 Old Hickory Blvd
               Brentwood, TN 37027

Bankruptcy Case No.: 09-14189

Chapter 11 Petition Date: December 11, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: George C. Paine II

Debtors' Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St, Ste 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  Email: slefkovitz@lefkovitz.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 $1,764,800,
and total debts of $1,840,012.

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/tnmb09-14189.pdf

The petition was signed by the Joint Debtors.


ERNIE LEE JACOBSEN: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Ernie Lee Jacobsen and Donna Jean Jacobsen filed with the U.S.
Bankruptcy Court for the Northern District of Mississippi their
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,685,000
  B. Personal Property            $2,598,881
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,057,418
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $267,099
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,192,373
                                 -----------      -----------
        TOTAL                    $15,283,881      $16,516,890

Ernie Lee Jacobsen and Donna Jean Jacobsen filed for Chapter 11
bankruptcy protection on October 29, 2009 (Bankr. N.D. Miss. Case
No. 09-15667).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, assists the Jacobsens in its restructuring effort.


FAIRPOINT COMMUNICATIONS: To File Bankruptcy Plan by January 15
---------------------------------------------------------------
WABI-TV5 reports FairPoint Communications Inc. has asked the
Bankruptcy Court for more time to file a plan of reorganization.
The Debtor said it will file the plan by January 15.

According to WABI-TV5, the Debtor explained it is pushing back the
deadline to finalize settlements with lenders, unions, and other
parties.

WABI-TV5 also notes FairPoint is objecting to an order from Maine
regulators that it send rebates to Maine customers because of poor
service.  A Wednesday hearing on that issue was delayed by the
snow, WABI-TV5 says.

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

Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

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

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


FAIRVUE CLUB: Operations Won't be Disrupted by Chapter 11 Case
--------------------------------------------------------------
Eric Miller at Hendersonville Star News says a Fairvue Plantation
spokesman said services will not be disrupted as the company
reorganizes under Chapter 11 bankruptcy.

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


FIBERTOWER CORP: Receives Nasdaq Non-Compliance Notice
------------------------------------------------------
FiberTower Corporation disclosed that on December 8, 2009, it
received a notice from the Listing Qualifications Department of
the Nasdaq Stock Market notifying the Company that it has failed
to meet the minimum bid price requirements for continued listing
set forth in Nasdaq Marketplace Rule 5450(a)(1), which requires
listed companies to maintain a minimum bid price of $1.00 per
share.  The notice has no effect at this time on the listing of
the Company's common stock on the Nasdaq Global Market, and the
Company's common stock will continue to trade on the Nasdaq Global
Market under the symbol "FTWR."

In accordance with Marketplace Rule 5810(c)(3)(A), the Company has
180 calendar days to regain compliance with the Minimum Bid Price
Rule.  As previously disclosed, the Company expects to effect a 1-
for-10 reverse stock split (the "reverse split") in the near
future, and the Company expects that the reverse split will allow
it to regain compliance with the Minimum Bid Price Rule.  The
Department will provide written notification to the Company that
it has achieved compliance with the Minimum Bid Price Rule if, at
any time before June 7, 2010, the minimum bid price of the
Company's common stock closes at $1.00 per share or more for at
least 10 consecutive trading days.  If the Company does not regain
compliance with the Minimum Bid Price Rule by the required
deadline, the Company's common stock will be subject to delisting
from the Nasdaq Global Market.  The Company may, however, be
eligible to list its common stock on the Nasdaq Capital Market if
it satisfies the initial listing standards (with the exception of
the Minimum Bid Price Rule) for listing on the Nasdaq Capital
Market, and it submits a timely application to Nasdaq to transfer
the listing of its common stock to the Nasdaq Capital Market.

                         About FiberTower

FiberTower -- http://www.fibertower.com/-- is a backhaul and
access services provider focused primarily on the wireless carrier
market.  With its extensive spectrum footprint in 24 GHz and 39
GHz bands, carrier-class microwave and fiber networks in 13 major
markets, master service agreements with nine U.S. wireless
carriers, and partnerships with the largest tower operators in the
U.S., FiberTower is considered to be the leading alternative
carrier for wireless backhaul.  FiberTower also provides backhaul
and access services to the government and enterprise markets.


FONTAINEBLEAU LV: Lienholders Need $155-Mil. to Stay Auction
------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, U.S. Bankruptcy
Judge A. Jay Cristol said he won't grant a request by the
mechanics' lienholders for a stay of the auction, pending appeal,
unless

  -- the mechanics' lienholders replace $51.5 million in financing
     that will be lost as a result of a delay during
     appeal.

  -- the lienholders post a $105 million bond, representing the
     remainder of the price being offered for the project by a
     company affiliated with Carl Icahn.

As reported by the TCR on Dec. 11, 2009, Judge 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)


FONTAINEBLEAU LV: CRO Karawan Testifies on Need for Bonuses
-----------------------------------------------------------
Steve Green at Las Vegas Sun reports Howard Karawan, Fontainebleau
Las Vegas' chief restructuring officer, said at last week's
hearing that the Debtor's employees felt they had long-term
employment prospects when Penn National Gaming was the stalking
horse bidder for the Company, but Carl Icahn has not indicated if
he will continue the construction or mothball the project, and
employees know nothing about their career futures if Mr. Icahn
wins the auction.

Mr. Karawan was before the Bankruptcy Court Thursday to testify
that the Company needs roughly $1 million to pay the remaining
executives and managers to focus on stabilizing the casino-resort
building and assist with the auction process.  Proposed bonuses
mentioned during the hearing were $300,000 for Mr. Karawan,
$100,000 for a financial officer, $75,000 for an attorney and
$9,000 for a security chief.

The company currently has a skeleton staff of 24 employees from
115 employees as of the bankruptcy filing date.  Las Vegas Sun
says 14 of the remaining employees would receive bonuses if they
continue working through February 9.

Fontainebleau is due to be sold next month.

Mr. Icahn has offered $156.2 million in cash and financing for the
project.  Las Vegas Sun says Mr. Karawan told the Court that
another 17 to 20 parties had been "kicking the tires" as potential
bidders.

Las Vegas Sun notes with the remaining skeleton staff and key
executives weighing employment options elsewhere, Mr. Karawan
said, "I don't know how we're going to get through the sales
process."

Las Vegas Sun says Mr. Karawan offered to give up his own proposed
bonus if that's what it takes to keep the remaining staff
together.

The report says the Debtor's banks, other lenders and construction
lien holders have opposed the bonus plan, in part because they
would end up paying for it.  "The creditors aren't interested in
parting with any more money as, already, they likely will recover
just pennies on the dollar in the case. That's because
Fontainebleau's liabilities exceed $2 billion, yet the most
offered for the unfinished resort so far is Icahn's $156.2
million," Mr. Green says.

According to the report, Judge A. Jay Cristol, who has not yet
ruled on the plan, said Thursday that "the court is not an
enthusiast of either retention or incentive bonuses."

"This is a difficult situation. This whole thing is a difficult
mess," Judge Cristol said, repeating a sentiment he has expressed
frequently because of the huge gap between what Fontainebleau may
fetch at auction and what its creditors are owed, Las Vegas Sun
relates.

The U.S. Trustee also balks at the proposed bonus payments,
arguing that the Debtors merely stated that the loss of the
employees has the potential to derail their ability to consummate
the sale.  The U.S. Trustee contends the Debtors' argument is
simply not enough to meet the standard under the Bankruptcy Code.
The U.S. Trustee contends the Debtors must show that without these
insiders the sale process will not take place.

The Chapter 11 examiner appointed in the case supports the
proposed bonuses, stating the Debtors' employees are necessary to
effectuate the stabilization of the project and to obtain the
highest and best value for the project through the sales process.

                   About Fontainebleau Las Vegas

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

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

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

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


FORD MOTOR: Court Approves Accommodation Agreement with Visteon
---------------------------------------------------------------
Daily Bankruptcy Review reports the U.S. Bankruptcy Court for the
District of Delaware cleared the way for Ford Motor Co. to pay
Visteon Corp. $8 million in exchange for allowing the auto maker
to buy certain components from other suppliers.

On November 25, 2009, Visteon sought permission from the
Bankruptcy Court to enter into a customer accommodation agreement
and related access and security agreement with Ford Motor Company
and Automotive Component Holdings, LLC.  Pursuant to the
Accommodation Agreement, the Customers will agree to, among other
things:

     -- pay cash exit fee payments to the Company in the aggregate
        amount of $8,000,000;

     -- purchase certain designated equipment and tooling
        exclusively used to manufacture the Customers' component
        parts;

     -- purchase raw materials and finished goods specifically
        related to re-sourced Ford and ACH component part
        production;

     -- pay the costs to transition certain lines of business from
        the Company's Lansdale, Pennsylvania (North Penn) facility
        to the Company's affiliate, Cadiz Electronica S.A.;

     -- retain the majority of Ford business at the Company's
        Monterrey, Mexico (Carplastic) facility;

     -- reimburse the Company for costs associated with the wind-
        down of certain lines of Ford and ACH component part
        production, including fixed overhead costs and certain
        employee-related costs;

     -- limit their ability to set off against accounts payable
        owing to the Company; and

     -- provide a limited release of certain commercial claims
        against the Company that may arise from the payments or
        other accommodations set forth in the Accommodation
        Agreement.

Visteon said in a regulatory filing it will commit to continue to
produce and deliver component parts to the Customers during the
term of the Accommodation Agreement, as well as provide assistance
to the Customers in resourcing certain lines of production to
other suppliers.

As part of this resourcing assistance, Visteon will provide the
Customers with certain intellectual property licenses and
sublicenses related to re-sourced Ford and ACH production lines.
The Company will agree to build an inventory bank for the
Customers, provided that the Customers will pay for such parts in
accordance with the terms of the applicable purchase orders and
will cover the Company's incremental costs incurred in building
the inventory banks.  The Company will also grant the Customers an
option to purchase certain machinery and equipment used
exclusively used to manufacture Ford and ACH component parts.  The
Company will also provide the Customers with an access right to
the Company's facilities, subject to the Accommodation Agreement,
if the Company fails to maintain continuity of supply.  The
Company will provide a limited release of the Customers, subject
to certain exceptions, of all claims and causes of actions related
to specific purchase orders or other agreements specifically
governing the component parts subject to the Accommodation
Agreement.

                         About Ford Motor

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

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

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

                           *     *     *

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

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

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

                           About Visteon

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


FRASER PAPERS: Gets Canada Court Nod for Restructuring Plan
-----------------------------------------------------------
Fraser Papers Inc. received approval from the Ontario Superior
Court that is overseeing its filing under the Companies' Creditors
Arrangement Act (Canada), to proceed with a firm and binding offer
to sell its specialty paper assets.  The specialty papers assets
will be sold to a newly incorporated company, initially sponsored
by the Company's secured creditors, subject to receiving a
superior bid. The assets to be sold include the pulp and paper
facilities located in Madawaska and Edmundston, as well as the two
New Brunswick lumbermills located in Plaster Rock and Juniper.

Under the terms of the offer, Brookfield Asset Management Inc., a
secured creditor, has agreed to convert its secured claim against
the Company into a 51% common equity ownership in a new specialty
papers company.  The Government of New Brunswick also agreed to
convert its $35 million secured loan plus accrued interest into
equity in the form of preferred shares of the new company.  CIT
Business Credit Canada Inc., the Company's existing working
capital lender, has agreed to provide a $50 million revolving
credit facility from which its existing secured loans to the
Company will be repaid or otherwise satisfied on closing.  The new
company will also issue common shares, representing a 49% common
equity interest, and promissory notes to the unsecured creditors
of Fraser Papers as further consideration for the assets
purchased.

In order to ensure that the price under the proposed sale
transaction maximizes value for the Company's creditors, Fraser
Papers will seek superior bids through a court-supervised process
for a period of approximately 60 days.  Potential bidders will be
required to submit non-binding letters of intent on or before noon
EST on January 22, 2010.  PricewaterhouseCoopers, the Court
appointed Monitor, will have the responsibility for managing this
process, including identifying and contacting prospective
purchasers, coordinating information requests and receiving
offers.

The proceeds from the sale of these assets will be used to
partially settle the remaining claims against Fraser Papers.  The
Company will accumulate the balance of proceeds from the initial
sale, plus additional proceeds from the sale of the remaining
assets in Fraser Papers, prior to distributing to its unsecured
creditors.  The other assets include a paper mill in Gorham, New
Hampshire; hardwood kraft pulp mill in Thurso, Quebec; and, two
lumber mills in Ashland and Masardis, Maine.  The ultimate
recovery for unsecured creditors will be dependent, in part, upon
the long term success of the new company.

The Ontario Superior Court has granted a further extension of the
initial CCAA through February 26, 2010.  The extension was
supported by PricewaterhouseCoopers Inc., the Court appointed
Monitor of the Company's CCAA process.

The Company has filed similar materials with the U.S. Court in
Delaware, which oversees the Company's ancillary proceeding under
Chapter 15 of the U.S. Bankruptcy Code.

                     About Fraser Papers

Fraser Papers -- http://www.fraserpapers.com.-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S.
Bankruptcy Code.  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.  With
adequate financing to support continuing operations, Fraser says
it is developing a restructuring plan to present to its creditors
-- hopefully by Oct. 16, 2009 -- with the objective of emerging
with a sustainable and profitable specialty papers business.


FREEDOM COMMUNICATIONS: Class Plaintiffs Want Examiner
------------------------------------------------------
Bill Rochelle at Bloomberg reports that class-action plaintiffs
want an examiner to probe Freedom Communications Inc. whether if a
transaction in 2004 was a fraudulent transfer.  The plaintiffs
brought suit on behalf of newspaper deliverers who, they contend,
should have been treated as employees, not independent
contractors.  They are opposed to releases to be given in the
proposed Chapter 11 plan to officers, directors and lenders.

The class plaintiffs, at a Dec. 17 hearing, will ask the
bankruptcy judge in Delaware to appoint an examiner to see if
$160 million in payments to the lenders in 2004 were preferences.
The plaintiffs say the transaction was "similar" to a leveraged
buyout in that $900 million was paid to shareholders while
operating companies took on new debt without receiving
consideration.

The class plaintiffs also want an investigation into a $3 million
payment to the lenders' agent just before the Chapter 11 filing.
They say releases are inappropriate in view of the "de minimis"
payment to unsecured creditors.

                        The Chapter 11 Plan

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

On December 2, the Hon. Brendan L. Shannon of the U.S. Bankruptcy
Court in Delaware ruled that the Official Committee of Unsecured
Creditors for Freedom Communications Holding, Inc. may seek
alternatives to the Debtors' Plan of Reorganization.  The
Committee has been saying that selling assets of the Debtors may
yield higher distributions for creditors.

                   About Freedom Communications

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

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

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


FUNDAMENTAL PROVISIONS: Files Chapter 11 to Keep Popeye Franchise
-----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Fundamental
Provisions LLC, which operates 30 Popeye's chicken restaurants in
three states, filed for Chapter 11 protection in Baton Rouge,
Louisiana (Bankr. M.D. La. Case No. 09-11897), after the
franchisor gave notice it would terminate the franchises for non-
payment.

According to the report, the Company, owned by Stanley Ware, is
based in Gonzales, Louisiana, and has stores in Louisiana, Alabama
and Florida, with 22 in Louisiana.  The Company and three
affiliates also in Chapter 11 owe $23 million on mortgages, $1.6
million on equipment leases, and $1.5 million to unsecured
creditors.  In addition, $3 million in taxes are unpaid, including
a $1.8 million tax lien.


FUSION TELECOM: Posts $1,810,989 Net Loss in Q3 2009
----------------------------------------------------
Fusion Telecommunications International, Inc., reported a net loss
of $1,810,989 on revenues of $11,853,020 for the three months
ended September 30, 2009, compared with a net loss of $2,571,733
on revenues of $14,301,428 for the same period of 2008.

Revenue for carriers decreased $2,656,896 million or 18.7%.  This
decrease was primarily caused by a decrease in the blended rate
per minute and a decrease in the number of minutes.   Revenues for
Corporate Services and Other increased $208,488 or 216% to
$304,834 during the three months ended September 30, 2009, from
$96,346 during the three months ended September 30, 2008.

The main factors contributing to the decrease in net loss were
decreased operating expenses, and the reduction of losses
attributable to discontinued operations.

For the nine months ended September 30, 2009, the Company reported
a net loss of $7,843,953 on revenues of $29,505,082, compared with
a net loss of $7,828,684 on revenues of $36,664,770 for the same
period last year.

At September 30, 2009, the Company's consolidated balance sheets
showed $6,749,842 in total assets and $13,205,951 in total
liabilities, resulting in a $6,456,109 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $3,669,714 in total current
assets available to pay $12,852,957 in total current liabilities.
A full-text copy of the Company's Form 10-Q is available at no
charge at http://researcharchives.com/t/s?4ba1

                       Going Concern Doubt

At September 30, 2009, the Company had a working capital deficit
of approximately $9.0 million and an accumulated deficit of
approximately $137.5 million.  The Company has continued to
sustain losses from operations.  In addition, the Company has not
generated positive cash flow from operations since inception.
Management is aware that its current cash resources are not
adequate to fund its operations for the remainder of the year.
During the nine months ended September 30, 2009, the Company
raised approximately $2.5 million net of expenses from sale of its
securities through private placement.  The Company says it cannot
make any guarantees if and when it will be able to attain
profitability.  These conditions, among others, raise substantial
doubt about the Company's ability to continue operations as a
going concern.

                 About Fusion Telecommunications

Headquartered in New York City, Fusion Telecommunications
International, Inc. (Amex: FSN) -- http://www.fusiontel.com/--
delivers a full range of advanced IP-based services to
corporations, consumers and carriers worldwide.  Fusion's Efonica-
branded VoIP products and services focus primarily on Asia, the
Middle East, Africa and Latin America.


GENCORP INC: Eyes Issuance of Up to $200-Mil. in Securities
-----------------------------------------------------------
GenCorp Inc. filed with the Securities and Exchange Commission
documents regarding its planned offering to sell up to
$200,000,000 of debt securities and common stock, par value $0.10
per share.  The securities may be offered and sold by GenCorp in
one or more offerings.  The debt securities may be convertible
into or exercisable or exchangeable for common stock or other of
GenCorp's securities or securities of one or more other entities.
Shares of GenCorp common stock are traded on the New York Stock
Exchange and the Chicago Stock Exchange under the symbol "GY".  On
December 8, 2009, the closing price of GenCorp's common stock on
the New York Stock Exchange was $8.45.

GenCorp may offer and sell these securities to or through one or
more underwriters, dealers and agents, or directly to purchasers,
on a continuous or delayed basis.

The accompanying prospectus describes some of the general terms
that may apply to the securities.  The specific terms of any
securities to be offered will be described in a supplement to the
prospectus.

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

             http://ResearchArchives.com/t/s?4b8f

GenCorp Inc. manufactures aerospace and defense systems, with a
separate real estate segment.  GenCorp's Aerospace and Defense
segment includes the operations of Aerojet-General Corporation,
which develops and manufactures propulsion systems for defense and
space applications, armament systems for precision tactical weapon
systems and munitions applications.

GenCorp's Real Estate segment includes activities related to the
entitlement, sale, and leasing of excess real estate assets.
GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50
between Rancho Cordova and Folsom, California, east of Sacramento.
GenCorp also owns 580 acres in Chino Hills, California.

                           *     *     *

In October 2009, Standard & Poor's Ratings Services affirmed
GenCorp's 'CCC+' corporate credit rating.  Moody's Investors
Service affirmed all of the company's existing ratings, including
the company's B3 Corporate Family Rating and Caa1 Probability of
Default Rating.


GENERAL MOTORS: Can't Escape Asbestos Claims, Remy Int'l Says
-------------------------------------------------------------
Remy International Inc., the former Delco Remy parts division at
General Motors, is seeking to block GM's attempt to walk away from
a 15-year-old contract that provided for Remy's spinoff.

According to an article by Eric Morath posted at The Wall Street
Journal's Bankruptcy Beat, Remy alleged GM is seeking to terminate
the deal to avoid paying legal costs related to asbestos claims.
Mr. Morath relates Remy argued the purchase agreement that
essentially created the new company can not be scrapped in
bankruptcy as GM has done with other contracts.  Remy said the
insurance policies that protected it from the asbestos suits have
been assumed by the portion of GM that emerged from bankruptcy.

Mr. Morath relates GM had indemnified Remy and had paid legal
expenses associated with product-liability claims -- including
asbestos claims -- for parts made before the 1994 sale until
shortly after GM filed for bankruptcy.

"Liabilities for these GM owned properties were transferred to New
GM as part of the sale and should be assumed by New GM," Remy said
in court papers, according to Mr. Morath.

Mr. Morath notes since GM filed for bankruptcy, Remy has been
forced to defend itself against two newly filed asbestos claims
and has had to pay $18,000 in legal bills for a case GM said it
would defend but later dropped.  There are also four other pending
asbestos cases that GM continues to defend under the terms of the
purchase agreement, Remy said, Mr. Morath relates.

                       About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International -- http://www.remyinc.com/
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company
also provides a worldwide component core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy
has operations in the United Kingdom, Mexico and Korea, among
others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  The Debtors obtained confirmation from the Court of a
Joint Prepackaged Plan of Reorganization on Nov. 20, and the Plan
became effective December 5, 2007.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERATION BRANDS: Asks Court OK to Obtain $20MM DIP Financing
--------------------------------------------------------------
QHB Holdings LLC, et al, seek authority from the U.S. Bankruptcy
Court for the District of Delaware to obtain postpetition secured
financing from a syndicate of lenders led by BNP Paribas as
administrative agent.

The DIP lenders have committed a $20,000,000 senior secured,
superpriority debtor-in-possession financing facility, including a
$5,000,000 letter of credit facility.  The Debtors seek to enter
into a proposed $20 million DIP Facility on a final basis after
the Final Hearing.

The Debtors propose to secure their obligations under the DIP
Facility by, among other things, granting to the DIP Agent for the
benefit of the DIP Secured Parties, senior, priming and/or junior
liens on all of the Debtors' prepetition and post-petition assets
and property, with certain exceptions.

The DIP Credit Agreement and the Final Order also provide the
proposed lenders under the DIP Facility with allowed superpriority
administrative expense claims.

Eric Michael Sutty, Esq., at Fox Rothschild LLP, the attorney for
the Debtors, explains that the Debtors need the money to
permanently reduce and repay the Pre-Petition Revolving Loans then
outstanding.  The remaining proceeds will be used to fund the
Chapter 11 Cases, to pay fees and expenses associated with the DIP
Facility, and for working capital and other corporate purposes of
the Debtors.

The DIP facility will mature 90 days after the date on which the
initial extensions of credit under the DIP Facility are made.

Each Eurodollar Loan will bear interest for each day during each
Interest Period with respect thereto at a rate per annum equal to
the Eurodollar Rate determined for such day plus 5.25%.  Each Base
Rate Loan will bear interest at a rate per annum equal to the
Base Rate plus 4.25%.  In the event of default, the Debtors will
pay an additional 2.00% default interest per annum.

In exchange for the DIP facility, the Debtor must grant the
Lenders:

     (a) First Lien on Unencumbered Property;
     (b)  Liens Priming Pre-Petition Secured Parties' Liens;
     (c) Liens Junior to Certain Other Liens; and
     (d) Liens Senior to Certain Other Liens.

The DIP lien is subject to a carve-out of up to $500,000 plus the
amount of unpaid professional fees and expenses incurred by the
Debtors.

The Debtors covenant with the lenders that they won't:

     (a) as of the last Business Day of any calendar week during
         which Total Liquidity is equal to or less than
         $12,500,000, suffer or permit:

        (i) cumulative Operating Cash Receipts of the Debtors to
            be less than 80% of the minimum cumulative Operating
            Cash Receipts budgeted for the period as set forth in
            the Approved Budget;

       (ii) cumulative Operating Disbursements of the Debtors to
            exceed 115% of the maximum cumulative Operating
            Disbursements budgeted for the period as set forth in
            the Approved Budget;

      (iii) cumulative Financial Disbursements of the Debtors, to
            exceed the maximum cumulative Financial Disbursements
            budgeted for the period as set forth in the Approved
            Budget.

     (b) suffer or permit the maximum cumulative Professional
         Fee Disbursements of the Debtors and its Subsidiaries to
         exceed $6,000,000; and

     (c) at any time, suffer or permit Total Liquidity to be less
         than $8,000,000.

The Debtors are required to pay a host of fees to the
Administrative Agent, including a commitment pay for the period
from the Filing Date to the last day of the Revolving Commitment
Period, computed at the Commitment Fee Rate on the average daily
amount of the Available Revolving Commitment of the Lenders during
the period for which payment is made, payable in arrears on the
last day of each month and on the Revolving Termination Date,
commencing on the first of the dates to occur after the date of
the DIP Credit Agreement.

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

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

                   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 Holdings, Inc., Quality Home Brands Holdings LLC
and other affiliates filed for bankruptcy protection on December
4, 2009 (Bankr. D. Del. Case No. 09-14312).  Eric Michael Sutty,
Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP assist
the Debtors in their restructuring efforts.  QHB Holdings listed
$500,000,001 to $1,000,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.


GENERATION BRANDS: Can Hire Epiq as Claims Agent
------------------------------------------------
QHB Holdings LLC, et al. sought and obtained the approval of the
U.S. Bankruptcy Court for the District of Delaware to appoint Epiq
Bankruptcy Solutions LLC as noticing, claims and balloting agent.

Epiq will, among other things:

     (i) serve as the Court's noticing agent to mail notices to
         the Debtors' creditors and parties in interest;

    (ii) provide computerized claims, claims objection and
         balloting services;

   (iii) provide expertise, consultation, and assistance in claim
         and ballot processing and other administrative
         information related to the Debtors' bankruptcy cases; and

    (iv) assist the Debtors in the preparation and filing of the
         Schedules of Assets and Liabilities and Statements of
         Financial Affairs.

Epiq will be paid based on its engagement letter with the Debtors.
A copy of the engagement letter is available for free at:

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

Daniel C. McElhinney, an executive director of Epiq, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.


                   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 Holdings, Inc., Quality Home Brands Holdings LLC
and other affiliates filed for bankruptcy protection on December
4, 2009 (Bankr. D. Del. Case No. 09-14312).  Eric Michael Sutty,
Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP assist
the Debtors in their restructuring efforts.  QHB Holdings listed
$500,000,001 to $1,000,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.


GENERATION BRANDS: Gets Interim Nod to Access Cash Collateral
-------------------------------------------------------------
QHB Holdings LLB, et al. sought and obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to use, on an
interim basis, the cash collateral securing their obligation to
their prepetition lenders.

As of the Petition Date, the Company estimates that it has
approximately $13.4 million in aggregate Cash Collateral in
various bank accounts held at JPMorgan Chase Bank, Wachovia Bank,
N.A. and Standard Chartered Bank.  The Company issued $35 million
in Senior Notes due 2013 and entered into a First Lien Credit
Agreement and Second Lien Credit Agreement on June 20, 2006.

Eric Michael Sutty, Esq., at Fox Rothschild LLP, the attorney for
the Debtors, explains that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.  Mr. Sutty
says that the Debtors have obtained a DIP financing commitment
from a syndicate of lenders led by BNP Paribas and are seeking
court approval of the DIP facility.  However, he says, the
Debtors will also use the Cash Collateral to provide additional
liquidity.

In exchange for using the cash collateral, the Debtors propose to
grant The Pre-Petition Secured Parties adequate protection to the
extent of any diminution in the value of their interests in the
Pre-Petition Collateral, in the form of replacement liens on
substantially all of the Debtors' assets and property and
superpriority claims.

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

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

A final hearing on the Debtors' request to use cash collateral
will be held on December 23, 2009, at 1:30 p.m., prevailing
Eastern time.

                   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 Holdings, Inc., Quality Home Brands Holdings LLC
and other affiliates filed for bankruptcy protection on December
4, 2009 (Bankr. D. Del. Case No. 09-14312).  Eric Michael Sutty,
Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP assist
the Debtors in their restructuring efforts.  QHB Holdings listed
$500,000,001 to $1,000,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.


GENERATION BRANDS: Moody's Downgrades QHB Family Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service downgraded Quality Home Brands Holdings
LLC's probability-of-default rating to D from Caa2 and the
corporate family rating to Ca from Caa1.  The downgrade was
prompted by Quality Home Brands' recent filing of a pre-packaged
plan of reorganization under Chapter 11 of the United States
Bankruptcy Code.  Moody's also downgraded the first lien credit
facilities to Caa3 from B2 and the second lien term loan to C from
Caa2.

If the reorganization plan is confirmed, it would result in the
conversion of a portion of the first lien term loan to new PIK
term loans with the remaining amount continued under the terms of
an amended first lien credit agreement.  The entire second lien
term loan and holding notes (unrated) would be converted into
common equity.

Subsequent to the actions, all ratings of Quality Home Brands will
be withdrawn because the issuer has entered bankruptcy.

These ratings were downgraded:

* Corporate family rating to Ca from Caa1;

* Probability-of-default rating to D from Caa2;

* $20 million 1st lien senior secured revolver due 2012 to Caa3
  (LGD3, 37%) from B2 (LGD2, 16%);

* $231 million 1st lien senior secured term loan due 2012 to Caa3
  (LGD3, 37%) from B2 (LGD2, 16%);

* $100 million 2nd lien term loan due 2013 to C (LGD5, 84%) from
  Caa2 (LGD4, 56%).

The last rating action was on July 21, 2009 when Moody's
downgraded Quality Home Brands' corporate family rating to Caa1
from B3 and its probability-of-default rating to Caa2 from Caa1.
Moody's also affirmed the B2 rating on the first lien credit
facilities and the Caa2 rating on the second lien term loan.  The
ratings outlook remained negative.

Quality Home Brands Holdings LLC is a designer, manufacturer,
importer, and marketer of lighting fixtures headquartered in North
Carolina.


GERALD MCCULLOUCH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gerald Burrow McCullouch
          aka Gerald B McCullonan
        720 West 173rd Street, Apt. 5
        New York, NY 10032

Bankruptcy Case No.: 09-17271

Chapter 11 Petition Date: December 11, 2009

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Erica R. Feynman, Esq.
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: efeynman@rattetlaw.com

                  Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: jsp@rattetlaw.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. McCullouch's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nysb09-17271.pdf

The petition was signed by Mr. McCullouch


GREENSHIFT CORP: YA Global Agrees to Restructure $42.7MM Debt
-------------------------------------------------------------
GreenShift Corporation and its subsidiaries, Viridis Capital, LLC,
and YA Global Investments, L.P., on December 9, 2009, entered into
a Global Forbearance Agreement.

The parties agreed that, subject to the satisfaction of certain
specified conditions, they would restructure about $42,727,603 in
senior secured debt issued by GreenShift and its subsidiaries to
YA Global.

In consideration of the undertakings by GreenShift and its
affiliates in the Agreement, YA Global agreed to forbear enforcing
the rights that have accrued to it by reason of GreenShift's
several defaults under the terms of the Senior Loans, subject to
the satisfaction of certain conditions.

                  Amended and Restated Debenture

YA Global agreed to amend, restate and consolidate the Senior
Loans into a single convertible debenture in the original
principal amount of $42,727,603.  The A&R Debenture will mature on
March 31, 2011, and shall bear interest at the annual rate of 6%,
a reduction from the average annual rate of 12% previously due
under the Senior Loans.

                          Repayment Terms

Pursuant to the terms of the A&R Debentures, GreenShift will pay
YA Global $800,000 per quarter for the four calendar quarters
commencing January 1, 2010, and $1,200,000 per quarter for the
calendar quarter commencing January 1, 2011.  YA Global will have
the right, but not the obligation, to convert any portion of the
A&R Debentures into GreenShift common stock at a rate equal to the
lesser of (a) $1.00 or (b) 90% of the lowest daily volume weighted
average price of GreenShift common stock during the 20 consecutive
trading days immediately preceding the conversion date. Each
Installment Payment will be reduced by the amount of any
conversions performed by YA Global on a cumulative basis.  YA
Global will not be permitted, however, to convert into a number of
shares that would cause it to own more than 4.99% of the
outstanding GreenShift common shares.

                         Viridis Guaranty

YA Global will have the continuing right under the Agreement to
exercise its rights as a secured creditor with respect to certain
shares of preferred stock in GreenShift and EcoSystem Corporation
beneficially owned by Viridis that have been pledged by Viridis to
YA Global, including, without limitation, the right to require the
conversion of any such preferred shares into common stock, and to
have such common stock transferred into the name of YA Global and
sold.  The proceeds received by YA Global from any such sales, net
of reasonable costs and expenses, will be applied towards
reduction of the amounts due under the A&R Debenture and related
documents.

                     Conditions to Forbearance

YA Global's agreement to forbear under the Agreement will be
subject to the satisfaction of certain conditions.  Among the
conditions is a requirement that the holders of all other
obligations for borrowed money issued by GreenShift will
subordinate their rights to those of YA Global, and that the
holders of any convertible debentures will agree that the
aggregate conversions of such debentures or subsequent sales of
common stock in any given month will not exceed 5% of the
preceding month's total value traded for the common stock.

                         About GreenShift

GreenShift Corporation develops and commercializes clean
technologies that facilitate the efficient use of natural
resources.  The Company currently owns four corn oil extraction
facilities based on its patented and patent-pending corn oil
extraction technologies that are located at its licensee's ethanol
plants in Oshkosh, Wisconsin, Medina, New York, Marion, Indiana,
and Riga, Michigan.

At September 30, 2009, the Company had $21,393,451 in total assets
against $77,426,169 in total liabilities.  At September 30, 2009,
the Company had accumulated deficit of $144,698,118 and total
deficit of $56,032,718.  The Company had a working capital deficit
of $66,705,102 at September 30, 2009.


GROVELAND ESTATES: Sec. 341 Creditors Meeting Set for Jan. 4
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Groveland
Estates, LLC's creditors on January 4, 2010, at 9:00 a.m. at 6th
Floor Suite 600, 135 West Central Boulevard, Orlando, FL 32801.

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.

Groveland, Florida-based Groveland Estates, LLC, filed for Chapter
11 bankruptcy protection on December 3, 2009 (Bankr. M.D. Fla.
Case No. 09-18492).  Aldo G. Bartolone, Jr., Esq., at Consumer Law
Group LLP assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in liabilities.


GXS WORLDWIDE: Moody's Assigns 'B2' Rating on $750 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to GXS Worldwide,
Inc., proposed $750 million senior secured notes and affirmed the
company's B2 corporate family rating with a stable outlook.
Proceeds from the proposed debt offering will be used to refinance
GXS' existing debt, and finance the proposed acquisition of Inovis
International Inc.

The B2 corporate family rating incorporates Moody's favorable view
of the intended transaction along with the enhanced scale and
diversity that GXS is expected to gain from the Inovis acquisition
as well as GXS' already leading market position in the supply
chain messaging market.  Additionally, the B2 rating reflects the
company's high EBITDA margins and stable free cash flow generation
prospects supported by the combined company's large portion of
recurring revenues (88% of total pro forma LTM revenues), diverse
customer base and relatively high customer retention rates (in
excess of 90%), as well as Moody's expectation that the company
will maintain a good liquidity profile.

The rating however is constrained by the company's high pro forma
leverage with debt to EBITDA pre-cost savings expected to be
approximately 5.0x, low pro forma net interest coverage to be
approximately 2.0x, by the decline in the messaging services
business and the near-term integration risk from the sizable
proposed acquisition of Inovis.

The stable ratings outlook reflects Moody's expectation that GXS
will continue to maintain its leading market position and generate
strong EBITDA margins and stable free cash flows.

This new rating was assigned:

* $750 million Senior Secured Notes due 2015 -- B2, LGD3, 47%

The new instrument rating is subject to closing of the transaction
and Moody's final review of the executed documents.

These ratings are affirmed:

* Corporate Family rating -- B2
* Probability of Default rating -- B2

Upon closing of the proposed transaction, Moody's will withdraw
these ratings:

* $50 million senior secured revolving credit facility due 2012,
  Ba3, LGD2, 25%

* $335 million senior secured first lien term loan due 2012, Ba3,
  LGD2, 25%

* $175 million senior secured second lien term loan due 2013 to
  B3, LGD5, 74%

The ratings outlook is stable.

Moody's most recent rating action on GXS was on June 1, 2009, when
Moody's affirmed the B2 corporate family rating with a stable
outlook.

Headquartered in Gaithersburg, MD, GXS operates a B2B transaction
network for the management of business documents used to
facilitate processes and communication among supply chain trading
partners.  Combined pro forma revenues were $485 million for the
twelve months ended September 30, 2009.


H. THOMAS O'HARA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: H. Thomas O'Hara Architect PLLC
        135 West 36th Street, 11th Floor
        New York, NY 10018

Bankruptcy Case No.: 09-17281

Chapter 11 Petition Date: December 11, 2009

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

Judge: Stuart M. Bernstein

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

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

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

According to the schedules, the Company has assets of $1,220,025
and total debts of $4,345,853.

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/nysb09-17281.pdf

The petition was signed by H. Thomas O'Hara, managing member of
the Company.


HARRAH'S OPERATING: Bank Debt Trades at 2.37% Off
-------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Company, Inc., is a borrower traded in the secondary market at
97.63 cents-on-the-dollar during the week ended Friday, Dec. 11,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.03 percentage points from the previous week, The Journal
relates.  The Company pays 750 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 23, 2016, and
carries Moody's Caa1 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 175 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 11.

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

Harrah's Entertainment carries a 'Caa3' Corporate Family rating,
and a 'Caa3' Probability of default rating from Moody's.  The
ratings "reflect very high leverage and a negative outlook for
gaming demand over the next year," Moody's said in September 2009.


HAWAII BIOTECH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hawaii Biotech, Inc.
        99-193 Aiea Heights Drive, #200
        Aiea, HI 96701

Bankruptcy Case No.: 09-02908

Chapter 11 Petition Date: December 11, 2009

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Bankruptcy Judge Robert J. Faris

Debtor's Counsel: Jerrold K. Guben, Esq.
                  O'Connor Playdon & Guben
                  733 Bishop St., Fl. 24
                  Honolulu, HI 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628
                  Email: jkg@roplaw.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/hib09-02908.pdf

The petition was signed by Elliot Parks, Ph.D., chief executive
officer of the Company.


HCA INC: Bank Debt Trades at 5% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 95.36 cents-on-the-
dollar during the week ended Friday, Dec. 11, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.76 percentage
points from the previous week, The Journal relates.  The Company
pays 225 basis points above LIBOR to borrow under the facility.
The bank loan matures on Nov. 6, 2013, and carries Moody's Ba3
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among 175 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 11.

Headquartered in Nashville, Tennessee, HCA, Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

HCA, Inc. carries a 'B2' long term corporate family rating from
Moody's, a 'B' long term issuer default rating from Fitch, and
'B+' issuer credit ratings from Standard & Poor's.


HEALTH MANAGEMENT: Bank Debt Trades at 8% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Health Management
Associates, Inc., is a borrower traded in the secondary market at
92.18 cents-on-the-dollar during the week ended Friday, Dec. 11,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.78 percentage points from the previous week, The Journal
relates.  The loan matures on Feb. 28, 2014.  The Company pays 175
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B1 rating and Standard & Poor's BB- rating.
The debt is one of the biggest gainers and losers among 175 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 11.

Headquartered in Naples, Florida, Health Management Associates is
an owner and operator of acute-care hospitals in non-urban
settings.  The company provides inpatient services such as general
surgery, and oncology as well as outpatient services such as
laboratory, x-ray and physical therapy services.  In addition,
some facilities also offer specialty services such as cardiology,
radiation therapy and MRI scanning.

Health Management carries a 'B1' long term corporate and
probability of default ratings, with stable outlook, from Moody's,
a 'B+' issuer credit ratings, with negative outlook, from Standard
& Poor's, and a 'B+' long term issuer default rating, with stable
outlook, from Fitch.


HERTZ CORP: Bank Debt Trades at 7% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Hertz Corporation
is a borrower traded in the secondary market at 93.02 cents-on-
the-dollar during the week ended Friday, Dec. 11, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.95 percentage
points from the previous week, The Journal relates.  The loan
matures on Dec. 21, 2012.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba1 rating and Standard & Poor's BB- rating.  The debt is one of
the biggest gainers and losers among 175 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 11.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

In July, Fitch Ratings downgraded Hertz Corporation's Issuer
Default Rating to 'BB-' from 'BB', and Moody's lowered Hertz's
Corporate Family Rating and Probability of Default to 'B1' from
'Ba3'.


HUNTSMAN ICI: Bank Debt Trades at 9% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 91.48 cents-on-the-
dollar during the week ended Friday, Dec. 11, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.99 percentage
points from the previous week, The Journal relates.  The Company
pays 175 basis points above LIBOR to borrow under the facility.
The bank loan matures on April 23, 2014, and carries Moody's Ba2
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among 175 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 11.

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging.  Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding $10 billion.


IDEARC INC: Bank Debt Trades at 51.2% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Idearc, Inc., is a
borrower traded in the secondary market at 48.80 cents-on-the-
dollar during the week ended Friday, Dec. 11, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.91 percentage
points from the previous week, The Journal relates.  The loan
matures on Nov. 17, 2014.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  Moody's has withdrawn its
rating while Standard & Poor's has assigned a default rating on
the bank debt.  The debt is one of the biggest gainers and losers
among 175 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Dec. 11.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.  Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts.  The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.


IDEARC INC: Expects to Emerge from Bankruptcy December 31
---------------------------------------------------------
Following a two-day confirmation hearing, Idearc Inc. disclosed
that the U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, has asked Idearc to submit a proposed final order
confirming Idearc's plan of reorganization for its review and
execution.

During the hearings, the Court also approved a global settlement
agreement reached by Idearc and its major creditor groups that
resolves all pending litigation among the parties and all
objections by such parties to confirmation of the plan of
reorganization.

Subject to the Court's entry of a formal order expected to occur
within the next two weeks, the Company anticipates emergence from
its Chapter 11 bankruptcy proceedings on or about December 31,
2009.

"We are very pleased with the progress over these past two days
which positions the company to complete our financial
restructuring by year-end," said Scott W. Klein, chief executive
officer of Idearc Inc.  "We anticipate we will emerge from this
reorganization process with a much stronger balance sheet that
will help support our future strategic business plans and
objectives."

Under Idearc's proposed plan of reorganization, the Company's
total debt will be reduced from approximately $9 billion to
$2.75 billion of secured bank debt, with the Company's current
bank debt holders, bond holders and certain other creditors
receiving new common stock of reorganized Idearc or, if they
choose, cash (subject to proration and closing conditions).  The
proposed plan provides that the current holders of Idearc's common
stock will not receive any distributions as part of the
reorganization, and their equity interests will be cancelled and
have no value once the plan becomes effective.

"I appreciate the tireless commitment of our team," Klein said.
"It is largely due to their hard work and dedication that we were
able to achieve the timely completion of the Chapter 11 process.
We are also grateful to our various constituencies for their
support."

                       About Idearc Inc.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.  Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts.  The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.


INKSTOP STORES: Starts Liquidation Sales for Stores
---------------------------------------------------
InkStop Stores, a retailer who abruptly locked employees out of
stores in October, started 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,"
Melvin says. " It's stacked high and we're selling it cheap. The
public won't want to miss these deals".

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.

                      About InkStop Stores

InkStop Stores is a Cleveland, OH-based retailer.


INNOPHOS HOLDINGS: Moody's Affirms 'Ba3' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service upgraded Innophos Holdings, Inc.'s
Speculative Grade Liquidity rating to SGL-1 from SGL-2, primarily
reflecting its strong cash balances and expectations for continued
positive free cash flow.  Moody's also affirmed Innophos' Ba3
Corporate Family Rating.  The outlook for the rating is stable.

The upgrade of short term liquidity rating to SGL-1 reflects
Moody's expectation that Innophos will have strong liquidity over
the next 12 months, supported by its cash balances ($124 million
as of September 30, 2009), positive free cash flow, access to its
undrawn $65 million ABL revolving credit facility and good
flexibility under its financial covenants.  In 2009, Innophos
established a new $65 million asset backed revolver that matures
in May 2013 and repaid the outstanding principal on the term loan
($126.5 million).  The company now has $246 million of balance
sheet debt outstanding with an undrawn revolver.  The company had
$51.8 million (as of September 30, 2009) of availability above the
minimum availability requirement in non-default conditions of
$6.5 million under its $65 million revolving credit facility.  In
addition to mandating that the company maintain at least
$6.5 million of excess availability at all times under it, the
credit facility also requires maintenance of a fixed charge
coverage ratio greater than 1.0x, in case of default or if the
availability goes below $16 million.

The company has historically generated positive free cash flow
that benefited from low capital expenditures compared to its
depreciation and moderate use of cash for working capital
requirements (the majority of the company's businesses are not
seasonal).  The firm pays dividends totaling approximately
$14 million per year.  The company does not have any meaningful
near-term debt maturities.  (The $56 million senior unsecured
notes and $190 million subordinated notes are due in 2012 and
2014, respectively.)

Innophos' Ba3 CFR reflects its relatively low debt level, strong
current credit metrics, high and stable EBITDA margins and strong
cash flow for its rating category.  The company continues to
benefit from demand in many of its key markets, which are not
highly cyclical (e.g., food & beverage, consumer products, etc.),
and the continuing ability to pass through raw material cost
increases; and thereby has been successful in generating healthy
cash flow from operations despite the global economic downturn.
However, the rating also reflects its modest size (revenue base is
less than $750 million), narrow business profile, uncertainty over
phosphate rock supply to its Mexican operation after the September
2010 contract expiration, and potential for a period of depressed
volume due to the economic slowdown in North America.  The rating
also incorporates a low likelihood of Mexican tax liabilities and
an unfavorable judgment from its arbitration with its sole
phosphate rock supplier to its Mexican operations.

The stable rating outlook reflects Moody's expectations the
company will maintain healthy operating margins, continue to
generate positive free cash flow, and not be materially impacted
by any negative developments in its phosphate rock supply
arbitration.  Moody's could take a positive rating action on
Innophos if the sales volumes return to historical levels, credit
metrics remain strong for the rating category, the company
achieves a satisfactory resolution to the ongoing arbitration with
OCP and the issue of certainty of phosphate rock supply for its
Mexican operations is resolved.

Moody's last rating action for Innophos was on September 16, 2008,
when Moody's upgraded Innophos' CFR to Ba3 from B1.

Innophos Holdings, Inc., a publicly trade company, is the parent
company of Innophos Investments Holdings, Inc., which owns 100% of
Innophos, Inc.  Innophos, Inc., is the largest North American
manufacturer of specialty phosphate salts, acids and related
products serving a diverse range of customers across multiple
applications, geographies and channels.  Headquartered in
Cranbury, New Jersey, the company has manufacturing operations in
the US, Canada and Mexico.  Its revenues for the 12 months ended
September 30, 2009, were $736 million.


INSTANT WEB: Moody's Withdraws 'B3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Instant
Web Inc.  The ratings have been withdrawn because Moody's believes
it lacks adequate information to maintain a rating.

These ratings will be withdrawn:

Instant Web, Inc.

  -- Probability of Default Rating, B3, Withdrawn

  -- Corporate Family Rating, B3, Withdrawn

  -- Senior Secured Second Lien Term Loan, Caa2 LGD6 93%,
     Withdrawn

  -- Senior Secured First Lien Credit Facility, B1 LGD3 32%,
     Withdrawn

  -- Outlook, Negative, Withdrawn

The last rating action for Instant Web Inc. was on July 31, 2008,
when Moody's downgraded the corporate family rating to B3 from B2.

Instant Web Inc.'s ratings were assigned by evaluating factors
Moody's believe 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 Instant Web's core industry and Instant Web's ratings
are believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Chanhassen, Minnesota, Instant Web, Inc., a
wholly-owned subsidiary of parent holding company IWCO Direct
Holdings, Inc., provides its clients an integrated package of
direct mail production services, including print, envelope,
plastic, mailing, and data services.  The company is the largest
commingler of standard mail in North America.


INTERNATIONAL 80 LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: International 80, LLC, a Nevada Limited Liability Company
        P.O. Box 709012
        Sandy, UT 84070

Bankruptcy Case No.: 09-33797

Chapter 11 Petition Date: December 10, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Anna W. Drake, Esq.
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955
                  Email: annadrake@att.net

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

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

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

The petition was signed by Gordon R. Jacobson.


IPCS INC: Sprint Nextel Files Amendment No. 1 to Schedule 13D
-------------------------------------------------------------
Sprint Nextel Corp. has filed with the Securities and Exchange
Commission Amendment No. 1 to its Schedule 13D which was
initially filed on October 28, 2009, with respect to the common
stock, par value $.01 per share, of iPCS, Inc.  Items 4, 5 and 6
have been amended in this Amendment No. 1 as a result of the
merger of Ireland Acquisition Corporation, a wholly owned
subsidiary of Sprint Nextel, with and into the iPCS, Inc. on
December 4, 2009.

As reported in the TCR on December 8, 2009, Sprint Nextel
Corporation on December 4 said it has successfully
completed its acquisition of iPCS, Inc.  Under the terms of the
transaction, announced in October, Sprint Nextel acquired iPCS for
approximately $831 million, including the assumption of
$405 million of net debt.  Sprint Nextel acquired all of iPCS's
outstanding common shares for $24.00 per share in an all-cash
transaction.

As a result of the completion of the merger, iPCS is now a wholly-
owned subsidiary of Sprint Nextel.  iPCS shares ceased trading on
NASDAQ as of the closing of the market Friday and will be
delisted.  The completion of this acquisition also allows Sprint
Nextel and iPCS to resolve all the litigation pending between
them.

On November 25, 2009, pursuant to the Agreement and Plan of
Merger, dated as of October 18, by and among Sprint Nextel
Corporation, Ireland Acquisition Corporation, a wholly owned
subsidiary of Sprint Nextel, and iPCS, Inc., Sprint Nextel
completed a cash tender offer to acquire all of the outstanding
shares of common stock, par value $0.01 per share, of iPCS at a
price of $24.00 per share, net to the holder in cash, without
interest and less any required withholding taxes.

At the expiration of the Tender Offer, a total of 10.399 million
shares of iPCS common stock were validly tendered and not
withdrawn (with approximately 1.893 million additional shares
being tendered by notice of guaranteed delivery).  As of
December 3, 2009, the offeror held approximately 11.593 million
shares, representing 70.3% of the outstanding shares.

In order to complete the merger as a "short form" merger under
Delaware law, the offeror exercised its Top-Up Option.  The
offeror purchased the shares pursuant to the exercise of the Top-
Up Option on December 4, 2009, following which the offeror
effected a short-form merger with and into the Company under
Delaware law.  As a result of the merger, the separate corporate
existence of the offeror ceased and the Company continues as the
surviving corporation of the merger and a wholly owned subsidiary
of Sprint Nextel.

A full-text copy of Sprint Nextel's amended Schedule 13D is
available for free at http://researcharchives.com/t/s?4b84

A full-text copy of Sprint Nextel's Schedule 13D is available for
free at http://researcharchives.com/t/s?47e0

                        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.


JACO FOODS: Files Schedules of Assets and Liabilities
-----------------------------------------------------
JACO Foods, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Mississippi its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $518,915
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $714,513
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $652,116
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $417,940
                                 -----------      -----------
        TOTAL                       $518,915       $1,784,569

Columbus, Mississippi-based JACO Foods, Inc., filed for Chapter 11
bankruptcy protection on November 16, 2009 (Bankr. N.D. Miss. Case
No. 09-16017).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, assists the Company in its restructuring effort.


JAMES RIVER: S&P Downgrades Ratings on $172 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
and recovery ratings on James River Coal Co.'s (B-/Positive/--)
$172 million 4.5% convertible senior notes due 2015.  S&P lowered
the issue-level rating on the convertible notes two notches to
'CCC' from 'B-' (two notches below the corporate credit rating on
the company).  S&P also revised the recovery rating on the notes
to '6' from'4'.  A '6' recovery rating indicates S&P's expectation
of negligible (0%-10%) recovery in the event of a payment default.

At the same time, S&P raised the issue-level and recovery ratings
on James River Coal's $150 million, 9.375% senior notes due 2012.
The issue-level rating was raised to 'B' (one notch higher than
the corporate credit rating) from 'B-', and the recovery rating
was revised to '2' from '4'.  A recovery rating of '2' indicates
S&P's expectation of substantial (70% to 90%) recovery in the
event of a payment default.

The various rating actions reflect S&P's analysis of the executed
document governing James River Coal's newly issued convertible
senior notes due 2015, under which noteholders do not benefit from
subsidiary guarantees.  As a result, they are in a structurally
subordinated position relative to the $150 million, 9.375% notes
due 2012.  Previously, when Standard & Poor's assigned a rating to
the proposed notes based on preliminary terms on Nov. 16, 2009,
S&P's issue-level analysis factored in its understanding from
James River Coal that the proposed convertible notes would be
guaranteed by the company's subsidiaries to the same extent as the
senior notes due 2012, thus the notes were ranked pari passu with
each other.

"The 'B-' corporate credit rating, and positive outlook, on James
River Coal reflects the company's small size, high operating
costs, capital-intensive operations, and limited geographic
diversity," said Standard & Poor's credit analyst Sherwin
Brandford.  "The rating also reflects the challenges of operating
in the Central Appalachian region, which is increasingly expensive
and difficult to mine because of mature, thinning seams;
escalating costs; and stringent permitting and safety egulations,'
Mr. Brandford added.

Still, James River Coal is currently benefitting from favorable
contract prices for its coal.

                           Ratings List

                       James River Coal Co.

            Corporate credit rating     B-/Positive/--

                     Ratings Lowered/Revised

                        James River Coal Co.

                                                  To       From
                                                  --       ----
   $172 mil. 4.5% conv sr notes due 2015          CCC      B-
    Recovery rating                               6        4

                     Ratings Raised/Revised

                       James River Coal Co.

                                                  To       From
                                                  --       ----
    $150 mil. 9.375% sr notes due 2012            B         B-
     Recovery rating                              2         4


JAMES THOMAS WADDILL: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: James Thomas Waddill, IV
        1121C Military Cutoff Road, # 101
        Wilmington, NC 28405

Bankruptcy Case No.: 09-10769

Chapter 11 Petition Date: December 11, 2009

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

Judge: Randy D. Doub

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  Email: efile@stubbsperdue.com

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

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

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/nceb09-10769.pdf

The petition was signed by James Thomas Waddill, IV.


JNR ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: JNR Enterprises LLC
        8220 Langdon Ave
        Van Nuys, CA 91406

Bankruptcy Case No.: 09-26742

Chapter 11 Petition Date: December 11, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: Richard Gibson, Esq.
                  21800 Oxnard, St #310
                  Woodland Hills, CA 91367
                  Tel: (818) 716-7950

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

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

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

             http://bankrupt.com/misc/cacb09-26742.pdf

The petition was signed by Nemat Rahmany, president of the
Company.


JOSE JORGE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Jose Jorge
                 dba Jose M. Jorge Dairy
                 dba Jorge Family Dairy
               Fatima Jorge
               PO Box 333
               Gustine, CA 95322

Case No.: 09-62001

Chapter 11 Petition Date: December 10, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtors' Counsel: Hilton A. Ryder, Esq.
                  5 River Park Place East
                  Fresno, CA 93729-8912
                  Tel: (559) 433-1300

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

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

The petition was signed by the Joint Debtors.

Debtors' List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Associated Feed                                   $299,800
PO Box 2367
Turlock, CA 95381

Joe Silva Hay Sales                               $135,325

Millenkamp Cattle, Inc.                           $91,697

Wayne Fattig                                      $85,132

The Scouler Company                               $79,339

J.D. Heiskell & Co.                               $69,194

CCID Irrigation District                          $67,034

High Mountain Hay                                 $66,906

Mid-Valley Agriculture                            $51,821

Penny Newman Grain Co.                            $51,684

Standard Dairy Consultants,                       $51,284
LLC

Lynden William Livestock                          $45,685
Dealer

Nicholas Calf Ranch                               $44,885

Dennie Hill                                       $43,000

J.D. Heiskell                                     $39,874

Mathie Alfalfa                                    $38,021

Cargill Animal Nutrition                          $33,199

Robert Silva                                      $33,180

Merced Co. Treasure-Tax                           $27,692
Collection

Healthy Earth Enterprises                         $24,648
LLC


KEYPORT AUTO MART: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Keyport Auto Mart, Inc.
        684 N Beers St
        Holmdel, NJ 07733

Bankruptcy Case No.: 09-43279

Chapter 11 Petition Date: December 10, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Jules L. Rossi, Esq.
                  Law Office of Jules L. Rossi
                  208 Main Street
                  Asbury Park, NJ 07712
                  Tel: (732) 774-5520
                  Fax: (732) 744-5870
                  Email: jlrbk423@aol.com

According to the schedules, the Company has assets of $2,050,000
and total debts of $2,071,652.

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/njb09-43279.pdf


LANDAMERICA FINANCIAL: Announces December 7 Plan Effective Date
---------------------------------------------------------------
In November, the U.S. Bankruptcy Court for the Eastern District of
Virginia entered an order confirming LandAmerica Financial Group,
Inc. and LandAmerica 1031 Exchange Services, Inc. and certain
other debtor-affiliates' joint plan of liquidation under Chapter
11 of the Bankruptcy Code, as revised and filed with the
Bankruptcy Court on November 16, 2009.

On December 7, 2009, the Debtors satisfied the conditions
precedent to the effectiveness of the Plan and filed a Notice of
Effective Date of the Plan with the Bankruptcy Court.

As a result of the Plan being declared effective, LFG's existing
equity interests have been cancelled without consideration as of
the Effective Date and have no value.  No shares are being
reserved for future issuance in respect of claims and interests
filed and allowed under the Plan.  Therefore all existing equity
interests, including common stock, of LFG are worthless, and there
is no value to the conversion rights of convertible debt.

A full-text copy of the Notice of Effective Date is available for
free at http://researcharchives.com/t/s?4b9e

LFG has filed a Form 15 with the Securities and Exchange
Commission noticing the suspension of its reporting obligation
under Section 12(g) of the Securities Exchange Act of 1934, as
amended.

A full-text copy of the Form 15 is available at no charge at:

               http://researcharchives.com/t/s?4b9f

The Debtors disclose that it is not possible to determine the
extent of recoveries of their creditors of the Debtors, as these
will continue to be dependent on the completion of the asset
recovery and allocation process, and the determination of the
total claims pool, none of which have been completed at this time.
Recovery of any claims by creditors against any of the LFG related
companies' bankruptcy estates is highly speculative and LFG urges
investors to use extreme caution in any investment decisions.

As of the Effective Date, and as contemplated by the Plan, the
board of directors of LFG was eliminated, effective immediately,
and the rights, powers and duties of LFG's board of directors were
vested in the LFG governor, an officer named under the Plan to
govern LFG after the effective date.  As a result, each of LFG's
directors, John P. McCann, Robert T. Skunda, Thomas G. Snead, Jr.
and Marshall B. Wishnack, ceased being a director of LFG on the
Effective Date.

                   About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LAS VEGAS SANDS: Bank Debt Trades at 14.39% Off
-----------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 85.61 cents-
on-the-dollar during the week ended Friday, Dec. 11, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.96
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 175 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 11.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macau, China.


As reported by the TCR on Aug. 4, 2009, Moody's placed Las Vegas
Sands, Corp.'s ratings, including its 'B3' Corporate Family
Rating, on review for possible downgrade.  Moody's cited weak
operating results and heightened concern regarding the Company's
ability to maintain compliance with financial covenants, among
other things.

The Company also carries 'B-' issuer credit ratings from Standard
& Poor's.


LEHMAN BROTHERS: Accredited Business Restructures Debt Assets
-------------------------------------------------------------
Accredited Business Consolidators Corp has restructured its Lehman
Brothers debt assets.

Specifically, the company controls 80% of Bankruptcy Claims Fund,
Inc., which owns in excess of $8,000,000.00 of the face value of
Lehman Brothers claims in the bankruptcy proceeding. The majority
of the claims will be administered by the Bank of New York without
the need for IOVE to file any formal documents.  IOVE did not and
does not expect to receive 100% payout on the Capital Trust notes
at LEHKQ, LEHLQ, LHHMQ, and LEHNQ.  However, IOVE continues to be
excited about the prospect of a fair distribution for Capital
Trust shareholders.

To respond to shareholder inquiries, IOVE states it does not own
any Lehman Brothers common stock as it does not believe that those
shareholders will receive value or anything other than de minimus
payout in the bankruptcy proceeding.

IOVE took possession of the share assignments from BCF and
transferred them to the Company's treasury.  Therefore, the rights
and claims will now be held directly by IOVE rather than a
subsidiary.

Similarly, the 77634 shares of Southeast Banking Corporation stock
held by the Company as nominee for Bankruptcy Claims Fund will
instead be retained by IOVE.  This small investment was made while
Bankruptcy Claims Fund negotiated an assignment of claims in the
Southeast Banking bankruptcy case; however, the purchase of the
prospective additional claims never came to fruition due to
certain delays in the Southeast Banking case.

This leaves Bankruptcy Claims Fund without any assets.  IOVE has
not determined whether it will place future bankruptcy claims
investments into the subsidiary or just hold them in its treasury
directly for the parent.

                    About Accredited Business

Accredited Business Consolidators Corp., is a diversified holding
corporation that owns various businesses, parts thereof, or joint
ventures which it will assist grow.

IOVE's authorized common stock is 450,000,000, of which
436,399,500 shares are issued and outstanding.  A share issuance
moratorium until June 30, 2010, exists that prohibits the company
from issuing any additional common shares.  328,018,200 shares are
in the public float, and the remaining shares are on file with the
transfer agent, with 70,546,600 restricted.

                       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: Balks at Discovery Bid By Investors
----------------------------------------------------
Law360 reports that Lehman Brothers Holdings Inc. has objected to
a request by the lead plaintiffs in a securities class action
against the beleaguered financial giant to modify the automatic
bankruptcy stay in order to obtain discovery.

Alameda County Employees' Retirement Association and various
other groups have asked the Court to lift the automatic stay so
that they could also obtain information produced by LBHI in
connection with the investigation commenced in their Chapter 11
cases.

ACERA, et al., are lead plaintiffs in a securities class action
they filed against some of LBHI's officers before the U.S.
District Court for the Southern District of New York.  The
complaint stemmed from LBHI's alleged undisclosed exposure to
losses from distressed mortgage and asset-backed securities.
LBHI allegedly failed to disclose the true risk of losses
associated from its mortgage-related assets and did not properly
write-down the assets to reflect their true value.

                       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: Barclays Wants Quinn, Milbank to Produce Docs
--------------------------------------------------------------
According to an article by Zach Lowe posted at The Am Law Daily,
Boies, Schiller & Flexner, which represents Barclays Plc, has
asked the U.S. Bankruptcy Court for the Southern District of New
York in the bankruptcy cases of Lehman Brothers for access to
privileged documents from Quinn, Emanuel, Urquhart, Oliver &
Hedges; Milbank, Tweed, Hadley & McCoy; and Hughes, Hubbard &
Reed.  Quinn Emanuel and Milbank represent the Lehman creditors
committee, and Hughes Hubbard partner James Giddens serves as the
trustee on the case.

As reported by the Troubled Company Reporter, Lehman Brothers
filed a lawsuit against Barclays on November 16 (Bankr. S.D.N.Y.
Adv. Pro. No. 09-01731), alleging that the quick sale of Lehman's
brokerage business following its Chapter 11 filing gave Barclays
an immediate and enormous windfall profit to the tune of
$14 billion.  LBHI is asking the Court to enter a ruling awarding
compensatory and monetary damages, plus interest, in an amount to
be determined at trial, ordering the avoidance and return of
certain assets transferred Barclays, and disallowing certain
claims of Barclays in LBHI's Chapter 11 cases.

Mr. Lowe says Jones Day, Lehman's special litigation counsel, has
alleged that certain executives at both Lehman and Barclays
conspired to rig the deal in Barclays's favor.  According to Mr.
Lowe, the question "at the heart of that claim is what, exactly,
the outside lawyers who signed off on the deal for Lehman knew
about its terms."

Barclays and Boies Schiller, Mr. Lowe relates, have defended the
terms of the sale and issued subpoenas seeking privileged
documents from Weil Gotshal relating to the sale that could help
to determine whether Weil's bankruptcy team really misunderstood
the deal terms.  "According to a source familiar with the matter,
Weil has complied with the subpoena, waiving attorney-client
privilege and turning over various confidential documents," Mr.
Lowe says.

"This is the latest -- and probably the biggest -- power play in
the dispute over the ultrasensitive Barclays-Lehman deal.  Last
month, Quinn Emanuel sent a request for documents related to the
deal to the U.K.'s Financial Services Authority.  As we reported
then, Quinn wanted to know the details of any talks Barclays might
have held with the U.K.'s financial regulators about the profits
Barclays might earn from a potential Lehman deal," Mr. Lowe says.

"The FSA has rejected the request. . . .  In a letter to Quinn
partner Sue Prevezer, the FSA says Quinn misinterpreted the Hague
Convention in asking for an international body (the FSA) to turn
over discovery to a litigant in a U.S. proceeding," Mr. Lowe
relates.

                       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: Has Deal to Sell 2 P/E Funds to PCCP
-----------------------------------------------------
People familiar with the situation told The Wall Street Journal's
Peter Lattman that Lehman Brothers Holdings Inc. is expected to
announce the sale of two real estate private-equity funds to PCCP,
a Los Angeles-based real estate investment firm.

The Journal notes the two funds have roughly $2 billion in assets
under management.  In taking over the Lehman mezzanine funds,
according to the Journal, PCCP will acquire about $1.7 billion in
largely mezzanine loans, or the debt that fills the gap between a
borrower's equity and the first mortgage.  Investments include
L.A. Live, a sprawling entertainment complex across from the
Staples Center, and Troon North golf course in Scottsdale,
Arizona.

According to the Journal, because most of the Lehman fund
investments were made since 2006, many of these loans are
distressed.

The Journal reports that as part of the deal, PCCP will bring on
10 Lehman professionals based in New York and establish an office
there.  It will also re-brand the vehicles as PCCP funds, dropping
the Lehman name.

The Journal notes PCCP was founded in 1998 by William Lindsay, a
former lawyer at Gibson Dunn & Crutcher, and three executives from
Wells Fargo.  The firm, which counts Lehman and the California
State Teachers' Retirement System as investors, has $4.1 billion
under management, with stakes in properties including the Fairmont
Dallas hotel and Culver Studios movie-production facility in
Culver City, California.

The Journal says Lehman, which is being run by turnaround firm
Alvarez & Marsal, has now struck deals to divest all six of its
so-called "platform" private-equity businesses, including its
flagship buyout unit, now called Trilantic Capital Partners.
Those businesses represent roughly $22 billion in investment
commitments.

                       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: Napoli Bern Files Add'l Claims Against UBS AG
--------------------------------------------------------------
On September 11, 2009 Napoli Bern Ripka, LLP filed another claim
against UBS for the sale of Lehman Principal Protected Notes.  UBS
AG, Switzerland's largest bank, faces numerous claims from clients
who bought "100 percent principal protected notes" issued by
Lehman Brothers Holdings Inc. that are now almost worthless.

UBS brokers touted the so-called structured notes as low-risk
investments and failed to emphasize they were unsecured
obligations of Lehman, which filed for bankruptcy in September.
"UBS marketed the Lehman notes as suitable for those seeking
principal protection -- clearly UBS was wrong about the notes,"
said one attorney at Napoli Bern Ripka.

According to a November 3, 2009 Bloomberg article titled "Lehman
Good-for-Retirement Notes Worth Pennies for UBS Clients", state
regulators are considering action, said Rex Staples, general
counsel for the North American Securities Administrators
Association Inc., a group of 67 state and provincial regulators
based in Washington.  Kristopher Kagel, a UBS spokesman in New
York, said the bank "properly sold" Lehman's structured notes to
its clients.

Banks and Wall Street firms create structured notes, sometimes
marketed as "structured equities" or "hybrid financial
instruments," through a combination of bonds, stocks, commodities,
currencies and derivatives. N apoli Bern Ripka spoke to an
independent structured products expert who asked not to be
identified.  "The problem with these assets is that they are not
suitable for anyone," the expert stated.  "These assets, if bought
individually, would cost significantly less than if they were
packaged together.  So not only are the Lehman notes more risky
than the marketing materials suggest, but even if they were safe,
they would still be overpriced."

About a third of the $114 billion structured notes sold last year
in the U.S. promised full or partial principal protection.  The
banks sold more structured notes to retail clients as the credit
crisis made plain-vanilla bonds more expensive to issue.
Approximately $8 billion of Lehman structured notes were
outstanding as of September, including $2.8 billion sold this
year.

UBS sold about $1 billion of Lehman's structured notes in America,
according to Kagel.  The largest brokerages -- Merrill Lynch,
Citigroup's Smith Barney and Morgan Stanley -- weren't big
distributors of Lehman's notes.

Napoli Bern Ripka fights for investors who can't fight for
themselves.  The law firm of Napoli Bern Ripka, LLP has obtained
over $1.5 billion in verdicts and settlements for its clients.
The firm is currently representing over 250 securities claims
throughout the United States on behalf of individual investors and
institutional clients.

The firm does not charge a legal fee unless it recovers money for
its clients.

                   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: LBI Trustee Has Deal for Transfer of PMI Assets
----------------------------------------------------------------
James W. Giddens, the trustee for the liquidation of Lehman
Brothers Inc., the broker-dealer of Lehman Brothers, is pleased to
note the U.S. Bankruptcy Court's approval of a settlement
agreement with Barclays to finalize the transfer of Private
Investment Management (PIM) assets to former LBI customers.

This milestone brings to a successful conclusion the Account
Transfer phase of the Securities Investor Protection Act (SIPA)
liquidation of LBI.  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)


LEWIS EQUIPMENT: Selling Three Tower Cranes to Insider
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Lewis Equipment Co.
is seeking approval from the Bankruptcy Court to sell three tower
cranes for a total of $750,000 to principal Kyle Lewis.  Kyle
Lewis intends to use the equipment in a foreign nonbankrupt
business he owns.  The price is equal to secured debt on the
equipment and has approval from the two secured lenders.  An
expedited hearing to approve the sale will be held Dec. 15.

The Company says it's working on a reorganization plan where the
"vast bulk" of the other equipment will be retained.

An examiner was appointed to investigate whether Lewis Equipment
improperly dealt with secured lenders' collateral.  The lenders
requesting the examiner were Fifth Third Bank and Wachovia
Financial Services Inc.

Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates
a construction business.  The Company and its affiliates filed for
Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case No. 09-45785
to 09-45814).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr
represents the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$100,000,001 to $500,000,000.


LIST BIOLOGICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: List Biological Laboratories, Inc.
        540 Division Street
        Campbell, CA 95008

Bankruptcy Case No.: 09-60878

Chapter 11 Petition Date: December 11, 2009

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

Judge Arthur S. Weissbrodt

Debtor's Counsel: Elizabeth Berke-Dreyfuss, Esq.
                  Wendel, Rosen, Black and Dean
                  1111 Broadway 24th Fl.
                  P.O. Box 2047
                  Oakland, CA 94604-2047
                  Tel: (510) 834-6600
                  Email: edreyfuss@wendel.com

                  Penn Ayers Butler, Esq.
                  Wendel, Rosen, Black & Dean LLP
                  1111 Broadway, 24th Floor
                  P.O. Box 2047
                  Oakland, CA 94607
                  Tel: (510) 834-6600
                  Fax: (510) 834-1928
                  Email: pbutler@wendel.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/canb09-60878.pdf

The petition was signed by Karen R. Crawford, Ph.D., president of
the Company.


LODGIAN INC: Has Notice of Termination of Class B Warrants
----------------------------------------------------------
Lodgian, Inc., has filed a Form 15 notice of termination of
registration of its Class B Warrants under Section 12(g) of the
Securities Exchange Act of 1934.

As of December 9, 2009, there were no holders of record of the
aforementioned securities.

The Form 15 was signed by James A. MacLennan, executive vice
president, chief financial officer of Lodgian, Inc.

A copy of the Form 15 is available at no charge at:

               http://researcharchives.com/t/s?4b9b

                        About Lodgian Inc.

Lodgian, Inc. -- http://www.lodgian.com/-- is one of the nation's
largest independent hotel owners and operators.  The company
currently owns and manages a portfolio of 36 hotels with 6,749
rooms located in 21 states.  Of the company's 36-hotel portfolio,
17 are InterContinental Hotels Group brands (Crowne Plaza, Holiday
Inn, and Holiday Inn Express), 12 are Marriott brands (Marriott,
Courtyard by Marriott, SpringHill Suites by Marriott, Residence
Inn by Marriott and Fairfield Inn by Marriott), two are Hilton
brands, and four are affiliated with other nationally recognized
franchisors including Starwood, Wyndham and Carlson.  One hotel is
an independent, unbranded property, which is currently closed and
held for sale.

Lodgian had total assets of $478.39 million and total debts of
$342.60 million as of Sept. 30, 2009.


MAINEPCS LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MainePCS LLC
        241 Boston Post Road West
        Marlborough, MA 01752

Bankruptcy Case No.: 09-21919

Chapter 11 Petition Date: December 10, 2009

Court: United States Bankruptcy Court
       Maine (Portland)

Debtor's Counsel: Benjamin E. Marcus, Esq.
                  Drummond Woodsum & MacMahon
                  84 Marginal Way, Suite 600
                  Portland, ME 04101-2480
                  Tel: (207) 772-1941
                  Fax: (207) 772-3627
                  Email: bmarcusecf@dwmlaw.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/meb09-21919.pdf

The petition was signed by Thomas L. Barrette, Jr., manager of the
Company.


MARIE MITCHELL: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marie T. Mitchell
          dba The Mitchell Realty Trust
          dba Grandview Realty Trust
          dba The Nickinello Realty Trust At Willow Street
        68 Pine Street
        Natick, MA 01760

Bankruptcy Case No.: 09-21991

Chapter 11 Petition Date: December 11, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: David B. Madoff, Esq.
                  Madoff &Khoury LLP
                  124 Washington Street - Suite 202
                  Foxboro, MA 02035
                  Tel: (508) 543-0040
                  Fax: (508) 543-0020
                  Email: madoff@mandkllp.com

                  Steffani Pelton, Esq.
                  Madoff & Khoury LLP
                  124 Washington Street
                  Foxborough, MA 02035
                  Tel: (508) 543-0040
                  Email: pelton@mandkllp.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 $7,107,179
and total debts of $3,691,251.

A full-text copy of Ms. Mitchell's petition, including a list of
her 4 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/mab09-21991.pdf

The petition was signed by Ms. Mitchell.


MCGRATH HOTELS: Court Dismisses Involuntary Chapter 11 Filing
-------------------------------------------------------------
The U.S. Bankruptcy Court in Bridgeport, Connecticut, dismissed an
involuntary Chapter 11 petition filed by former Lighthouse Inn
operation Christopher Plummer, paving way for a foreclosure
auction of the property, according to a report by the TheDay.com's
Lee Howard.

TheDay.com says that McGrath Hotels LLC had been the owner of the
Lighthouse Inn before it was placed in receivership as part of
foreclosure proceedings earlier this year.

Mr. Plummer filed a Chapter 11 petition against McGrath Hotels as
principal in the Lighthouse Group of Connecticut LLC, which has a
second mortgage on the property.  The filing in September had
occurred just a day before the property was scheduled to be
auctioned and forced a last-minute cancellation of the much-
anticipated sale of one of New London's prime pieces of real
estate.

According to the report, Chief Judge Albert S. Dabrowski, in an
opinion, agreed with the Business Loan Center LLC, holder of the
Lighthouse Inn's first mortgage, that "dismissal of this case is
in the best interests of creditors and the estate."

McGrath's representative, the source says, argued that Mr. Plummer
was not entitled to file an involuntary petition because it is not
listed as a legal entity in Connecticut and petition was filed by
him rather than by a licensed attorney as required by law.

Based in New London, Connecticut, McGrath Hotels operates a hotel.
Lighthouse Group of Connecticut filed an involuntary filing under
Chapter 11 against the company (Bankr. D. Conn. Case No. 09-
22532).


MERCURY COMPANIES: 633 Ex-Employees Get $4.29MM from Settlement
---------------------------------------------------------------
The California Labor Commissioner Angela Bradstreet December 10
that $4.29 million will be paid to 633 California employees
following the settlement of a suit filed against title companies
operating in California who failed to properly pay laid off
employees in 2008.  The settlement was approved by U.S. Bankruptcy
Court Judge Michael E. Romero in Colorado and applies to employees
of companies operating under Denver based Mercury Companies.

Under the terms of the settlement, the employees will recover over
92% of the allowed priority wages, expenses, commissions, and
other amounts owed to them, but not paid, when they were abruptly
laid off.  Under California labor law, all wages are due and
payable upon termination.

"In this case a company closed without providing the proper
notification and without paying final wages as required by law and
was found to owe over $4 million in back wages, which is why our
efforts are so important," said Labor Commissioner Angela
Bradstreet.  "We pursued this case vigorously on behalf of these
employees and are very pleased that our settlement will allow them
to receive payments of their wages during the holidays."

Former employees of Denver-based Mercury Companies working at
Financial Title Co., Lenders Choice Title Company and Lenders
First Choice Agency, Inc., will receive in excess of $3.6 million
(before taxes) by year end.

At a later date, additional sums in excess of $125,000 will be
paid to these employees as restitution of 401(k) contributions
that were deducted from their pay, but not transferred to the
employees' accounts.

"The California Labor Commissioner's Office, as part of the
Department of Industrial Relations, provides protections for
employees across the state to ensure that they receive proper
compensation for the work that they do," said Department of
Industrial Relations Director John C. Duncan.  "It is a top
priority that we make every effort to recover wages earned but not
paid to employees as required by law."

Labor Commissioner Bradstreet filed suit in Alameda County
Superior Court against Mercury in February 2008 after Alliance
Title, another Mercury affiliate, closed without notice and failed
to pay employees vested vacation benefits, commissions, expenses,
and notary fees.

In September of 2008, the case was expanded to include claims by
Financial and Lenders employees.  Alliance Title filed for
bankruptcy in June of 2008, followed by Mercury and its other
affiliates in October of 2008.

The claims were pursued on behalf of the employees in both the
State Court action and in the Colorado Bankruptcy Court.  The
settlement resolves the cases for the Financial and Lenders
employees, many of whom remain out of work due to the downturn in
the housing market.

The settlement does not immediately resolve the wage claims of 594
Alliance Title employees.  Labor Commissioner Bradstreet will
continue to press the claims of the Alliance employees in the
Alliance Bankruptcy case, which is being handled in California.

A major issue in the claims brought by the former employees of the
Lenders companies was the failure of Lenders and Mercury to
provide 60 days notice of the business closures to the employees
at large Lenders facilities in Rocklin, near Sacramento, and Simi,
near Los Angeles.  In most instances the California Worker
Adjustment and Retraining Notification Act requires such notice at
facilities which have employed 75 or more workers in the prior
year.

As part of the settlement, priority claims of over $742,500 for
WARN damages were allowed providing additional payment to workers
at the covered establishments who suffered wage loss in the two-
month period following the closures.

                     About Mercury Companies

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

Mercury Companies filed for Chapter 11 protection on August 28,
2008.  Two months later, six subsidiaries, namely Arizona Title
Agency, Inc., Financial Title Company, Lenders Choice Title
Company, Lenders First Choice Agency, Inc., Texas United Title,
Inc., dba United Title of Texas and Title Guaranty Agency of
Arizona, Inc., also filed voluntary Chapter 11 petitions.  The
units' cases are jointly administered with Mercury's (Bankr. D.
Colo. Lead Case No. 08-23125).  Daniel J. Garfield, Esq., and
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck;
Kathleen A. Odle, Esq., at Sherman & Howard; and Vikki L. Vander
Woude, Esq., at Manatt Phelps & Phillips, represent the Debtors as
counsel.  Lars H. Fuller, Esq., at Baker Hostetler, serves as the
official committee of unsecured creditors' counsel.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 36.79% Off
---------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 63.21
cents-on-the-dollar during the week ended Friday, Dec. 11, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.93
percentage points from the previous week, The Journal relates.
The loan matures April 8, 2012.  The Company pays 275 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by Moody's and Standard & Poor's.  The debt is one of the
biggest gainers and losers among 175 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 11.

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.


METROPCS WIRELESS: Bank Debt Trades at 6.10% Off
------------------------------------------------
Participations in a syndicated loan under which MetroPCS
Communications, Inc., is a borrower traded in the secondary market
at 93.90 cents-on-the-dollar during the week ended Friday,
Dec. 11, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.81 percentage points from the previous week, The
Journal relates.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Oct. 11,
2013, and carries Moody's Ba2 rating and Standard & Poor's BB-
rating.  The debt is one of the biggest gainers and losers among
175 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Dec. 11.

MetroPCS Communications, Inc., is a wireless communications
provider that offers wireless broadband mobile services under the
MetroPCS brand in selected metropolitan areas in the United States
over its own licensed networks or networks of entities, in which
the Company holds a substantial non-controlling ownership
interest.  The Company provides an array of wireless
communications services to its subscribers on a no long-term
contract, paid-in-advance, flat-rate, unlimited usage basis.  As
of Dec. 31, 2008, it had approximately 5.4 million subscribers in
eight states.

MetroPCs carries 'B' issuer credit ratings from Standard & Poor's.


METROPOLITAN LOFTS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Metropolitan Lofts, L.L.C.
        c/o Cochran Law Firm, P.C.
        Jerry L. Cochran
        2929 E. Camelback Rd., Suite 118
        Phoenix, AZ 85016

Case No.: 09-31907

Chapter 11 Petition Date: December 10, 2009

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

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

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

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

The petition was signed by Michael J. Peloquin, the company's
manager.

Debtor's List of 5 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Arizona Protection Agency  Judgement              $17,940
c/o Margrave Celmins, PC

Mortgages Ltd.             Metropolitan Lofts     $20,324,800
4455 East Camelback Rd.    535 W. Thomas Rd.      ($15,000,000
Phoenix, AZ 85018          Phoenix, AZ 85013       secured)

Parra Dry Wall             Pending Civil Suit     $267,127
c/o Dominguez Law Firm, PC
2323 North Third Street,
Suite 100
Phoenix, AZ 85004

Samuel G. Flores           Pending Comparative    Unknown
c/o Thomas C. Wilmer, P.C. Negligence Claim
2504 North 3rd Street
Phoenix, AZ 85004

Summer Group, Inc.         Pending Civil Claim    $36,759
c/o Margaret A. Gillespie,
Esq.


MICHAEL SWANTON: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Michael Timothy Swanton
               Kathleen Walker Swanton
               2000 Mallory Lane, Suite 130-94
               Franklin, TN 37067

Bankruptcy Case No.: 09-14141

Chapter 11 Petition Date: December 11, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtors' Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St, Ste 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  Email: slefkovitz@lefkovitz.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 $1,307,547,
and total debts of $1,286,272.

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

           http://bankrupt.com/misc/tnmb09-14141.pdf

The petition was signed by the Joint Debtors.


MICHAELS STORES: Bank Debt Trades at 12.41% Off
-----------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 87.59 cents-
on-the-dollar during the week ended Friday, Dec. 11, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.90
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 31, 2013.  The Company pays 225 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among 175 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 11.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.


MK CUSTOM RESIDENTIAL: Case Summary & Unsecured Creditor
--------------------------------------------------------
Debtor: MK Custom Residential Construction, LLC
        P.O. Box 15195
        Phoenix, AZ 85060

Case No.: 09-31909

Chapter 11 Petition Date: December 10, 2009

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

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

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

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

The petition was signed by Michael J. Peloquin, the company's
manager.

Debtor's List of 1 Largest Unsecured Creditor:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Castillos Custom, Inc.     Trade Debt             $125,324
c/o Janathan A. Dessaules


MOONLIGHT BASIN: To Work with CRO Henrich on Restructuring Plan
---------------------------------------------------------------
Jolene Keller at Lone Peak Lookout reports that Moonlight Basin
has reached an agreement for funding necessary to operate for the
next two ski seasons.  The Company and newly appointed chief
restructuring officer William Henrich will work together to come
up with a restructuring plan, Ms. Keller notes.

The agreement will enable the Company to continue litigation
against its bankruptcy financing partner Lehman Brothers.

Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski
resort in Montana.  The Company field for Chapter 11 bankruptcy
protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-
62327).  Craig D. Martinson, Esq., and James A. Patten, Esq., who
have offices in Billings, Montana, assist the Debtor in its
restructuring effort.  The Company listed $100,000,001 to
$500,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

Debtor-affiliate Moonlight Lodge, LLC, also filed a separate
Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D.
Mont. Case No. 09-62329).  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


NEIMAN MARCUS: Bank Debt Trades at 12.79% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 87.21
cents-on-the-dollar during the week ended Friday, Dec. 11, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.01
percentage points from the previous week, The Journal relates.
The loan matures on April 6, 2013.   The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among 175 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Dec. 11.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a 'Caa1' Corporate Family Rating and 'Caa1'
Probability of Default Rating from Moody's Investors Service.


NORTHEAST BIOFUELS: Judge to Confirm Liquidating Plan
-----------------------------------------------------
Northeast Biofuels LP, which sold its almost-completed ethanol
plant in Fulton, New York, won confirmation of its liquidating
Chapter 11 plan, Bill Rochelle at Bloomberg News reported.

As the result of a settlement with the secured lenders, unsecured
creditors with claims of as much as $7 million will split up
$400,000 to $600,000 for a recovery from 3% to 9%, Bill Rochelle
at Bloomberg News reported.  The secured lenders, owed $170
million, are to expect a recovery up to 10%, according to the
explanatory disclosure statement.

NEB has received bankruptcy court approval for a sale of its
ethanol production facility in Oswego County, New York.  Sunoco
purchased the plant out of bankruptcy in an April 2009 auction for
$8.5 million, and the purchase was finalized June 15.

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

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


NPS PHARMACEUTICALS: Sells Majority Interest in NPS Allelix
-----------------------------------------------------------
NPS Pharmaceuticals Inc. on December 7, 2009, sold a majority
interest in its subsidiary, NPS Allelix Corp., to a group of
investors.

NPS received C$5.9 million in connection with the transactions.
NPS (through a subsidiary) also continues to hold a promissory
note from Allelix in the amount of C$4.8 million, which is
expected to be paid upon successful completion of certain Canadian
court proceedings.

Allelix has not had active operations for approximately two years
but holds certain attributes that could be used by the new group
of investors.  While the outcome of the Canadian court proceedings
cannot be predicted, those proceedings are intended to facilitate
further investment in Allelix by third parties.  In the event that
the promissory note is repaid, NPS will also transfer its
remaining equity interest in Allelix for nominal consideration.

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

At September 30, 2009, the Company had $154,654,000 in total
assets, including $22,226,000 in cash and cash equivalents,
against $377,021,000 in total liabilities, resulting in
$222,367,000 in stockholders' deficit.


NRG ENERGY: Bank Debt Trades at 7.04% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which NRG Energy, Inc.,
is a borrower traded in the secondary market at 92.96 cents-on-
the-dollar during the week ended Friday, Dec. 11, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.03 percentage
points from the previous week, The Journal relates.  The Company
pays 175 basis points above LIBOR to borrow under the facility.
The bank loan matures on Feb. 1, 2013, and carries Moody's Baa3
rating and Standard & Poor's BB+ rating.  The debt is one of the
biggest gainers and losers among 175 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 11.

Headquartered in Princeton, NRG Energy, Inc., owns approximately
24,000 megawatts of generating facilities, primarily in Texas and
the northeast, south central and western regions of the US.  NRG
also owns generating facilities in Australia and Germany.


OASIS VINEYARDS: Owner Gave Phony Watch to Pay Off Landscaper
-------------------------------------------------------------
According to an article posted at The Washington Post's The
Reliable Source section, Ray Cosey, owner of the R.E. Jewelers
Watch & Clock in Chambersburg, Pennsylvania, said the Patek
Philippe timepiece Tareq and Michaele Salahi turned over to pay
off their landscaper's roughly $2,000 claim was fake.

The timepiece can cost more than $15,000.

"Right away, we could see it was an imitation," said Mr. Cosey, in
the business for 36 years, according to Washington Post.  Mr.
Cosey appraised the watch at about $100.

Washington Post relates landscaper Mike Dunbar took the Salahis to
court for unpaid bills and legal fees.  The Post relates that when
the couple couldn't hand over the cash, a Warren County, Va.,
judge ordered the watch off Mr. Tareq's wrist -- and Mr. Dunbar's
attorney was holding the timepiece for possible sale to cover
costs.  The watch was sent to Mr. Cosey for authentication and
possibly repairs, after the clerk's office said it wasn't working,
according to the report.

"Instead, the Salahis on Monday delivered a certified check to
Dunbar's counsel for $2,063.35, which allowed them to retrieve the
watch," the Post relates.

According to Washington Post, J. Daniel Pond III, Mr. Dunbar's
lawyer, said he had assurance from the bank that the certified
check was legitimate, but said he didn't have an easy way of
knowing whether the watch was real when he saw Mr. Tareq with it
last Friday.

Various reports say the Salahis gate-crashed during a White House
dinner in November.

An article by Jacqueline Palank posted on The Wall Street
Journal's Bankruptcy Beat says Georgetown law professor and Credit
Slips blogger Adam Levitin delved into the bankruptcy filings of
Oasis Vineyards Inc. -- which filed a Chapter 11 petition in
December 2008 -- and Oasis Enterprises Inc. -- which filed for
Chapter 7 liquidation in February.  Mr. Levitin has deduced that
Oasis Vineyards, which Tareq owns with his parents, was the
operating winery.  Mr. Levitin wasn't sure, however, what Oasis
Enterprises did "other than run an Aston-Martin and boat and go to
Redskins games."  The latter company has two claims against the
former: $50,000 for services provided to support two years' of
vineyard operations and $224,000 to rent a FedEx Redskins suite,
plus catering, over four seasons.

According to a November 2009 article posted at American Bankruptcy
Institute's Bankruptcy Blog Exchange, Oasis Vineyards has three
shareholders:  Mr. Salahi (5%), his mother (40%, also president of
Oasis Vineyards), and his father (55%).  Oasis Vineyards
bankruptcy petition listed assets of $333,000 and liabilities of
$1.9 million.

The ABI Blog Exchange article said that in April 2009, the U.S.
Trustee filed a motion to convert the case to Chapter 7
liquidation or have it dismissed because the debtor failed to file
its monthly operating reports and had not filed a plan of
reorganization.  The article says the court has postponed ruling
on the motion to convert or dismiss because of the death of the
debtor's counsel.

The ABI Blog Exchange also said Oasis Enterprises, Inc., a/k/a
Oasis Winery, of which Mr. Salahi is the president and sole
shareholder, filed for Chapter 7 bankruptcy in February 2009.
That case is still pending.  The petition listed assets of
$339,000 and liabilities of $982,000.  The ABI Blog Exchange said
the petition stated Oasis Enterprise's income fell from $1.7
million in 2007 to a mere $35,000 in 2008.  The ABI Blog Exchange
noted in 2008, a bank repossessed a $150,000 Aston-Martin car
(resulting in a $85,000 deficiency) and a $90,000 Carver 350
Mariner Boat from Oasis Enterprises (resulting in a $56,000
deficiency judgment).


OPUS SOUTH: Proposes January 20 Claims Bar Dates
------------------------------------------------
Wachovia Bank, National Association, as Administrative Agent for
Regions Banks; Bank of America, as successor to LaSalle Bank,
National Association; and PNC Bank, National Association, as
successor to National City Bank; lender to Waters Edge One LLC
ask the U.S. Bankruptcy Court for the District of Delaware to
establish:

  -- January 20, 2010, as the general bar date by which all
     entities holding prepetition claims, other than
     governmental units, must file proofs of claim against
     Waters Edge One;

  -- February 1, 2010, as the date by which all governmental
     units with claims against the Debtor for unpaid taxes must
     file their proofs of claim;

  -- the later of the General Bar Date or 30 days after the date
     of the Rejection Order as the date by which proofs of claim
     relating to the Debtor's rejection of rejection of
     executory contracts and unexpired leases must be filed; and

  -- January 20, 2010, as date by which administrative claims
     that arose from April 22, 2009, through and including
     November 30, 2009, must be filed.

The Lenders propose that these entities must file proofs of
claim:

  (a) any entity whose prepetition claim against the Debtor is
      not listed in Debtor's Schedules of Assets and Liabilities
      or is listed as disputed, contingent or unliquidated and
      that entity desires to participate in or share in any
      distribution in the Debtor's Chapter 11 Case; and

  (b) any entity that believes its prepetition claim is
      improperly classified in Debtor's Schedules or is listed
      in an incorrect amount and that entity desires to have its
      claim allowed in a classification or amount other than
      that identified in Debtor's Schedules.

The Lenders propose that entities who fail to file proofs of
claim by the applicable Bar Date, be (i) forever barred, estopped
and enjoined from asserting any claim against the Debtor; (ii)
barred from participating in any distribution from Debtor's
estate with respect to an unscheduled claim; and (iii) bound by
the terms of any Chapter 11 plan or plans that may be confirmed
by the Court in Debtor's chapter 11 case or any other order that
authorizes the winding up of Debtor's estate.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OPUS SOUTH: Wachovia, et al., File Plan for Waters Edge One
-----------------------------------------------------------
Wachovia Bank, National Association, as agent and on its own
behalf; Regions Bank; PNC Bank, National Association; and Bank of
America, presented to the U.S. Bankruptcy Court for the District
of Delaware on November 30, 2009, a Plan of Liquidation and
Disclosure Statement for Debtor Waters Edge One LLC.

Waters Edge is one of the Opus South Debtors.  The Plan
Proponents extended postpetition financing to Waters Edge to
assist the Debtor's needs for funding in its daily operations
while under bankruptcy.

The Lenders Plan contemplates that Waters Edge will liquidate its
principal assets through the pursuit of litigation of the "RMSSR
Claims."

The RMSSR Claims refer to those claims currently pursued by
Waters Edge against Ruden McClosely, Smith Schuster & Russell
P.A. and Mark Grant in the Circuit Court of the Sixth Judicial
District in and for Pinellas County, Florida.  The subject matter
of the RMSSR Claims relates to legal services provided in
connection with a certain real property of Waters Edge located in
Pinellas County, Florida, commonly known as the Waters Edge
Condominium Building.  Under the terms of the DIP Facility,
Waters Edge granted to the DIP Lenders, a first priority
perfected security interest in and to certain collateral,
including the RMSSR Claims to secure any and all obligations of
Waters Edge arising under the DIP Loan Agreement.

Wachovia Bank Managing Director Thomas H. Kozlark relates that
the Lenders Plan also provides for the establishment of a
Liquidating Trust upon the Effective Date that will assume all
the rights, obligations and assets of Waters Edge.  He specifies
that the purpose of the Liquidating Trust will be to, among other
things:

(1) enforce and prosecute the "RMSSR Claims;"

(2) satisfy its obligations under the Liquidating Trust
     Agreement;

(3) after the liquidation of the RMSSR Claims through
     settlement or prosecution, make distribution of any
     net proceeds of the RMSSR Claims and remaining Assets
     pursuant to the Plan;

(4) file appropriate tax returns;

(5) investigate and, if appropriate, pursue the Claims;

(6) administer the Liquidating Trust Assets;

(7) pursue Avoidance Actions, or if appropriate, waive or
     abandon those Avoidance Actions;

(8) resolve all Disputed Unsecured Claims, including objecting,
     prosecuting, settling and compromising in any manner
     approved by the Bankruptcy Court those Disputed Unsecured
     Claims, except the Trustee may, in its discretion, settle
     or compromise any Disputed General Unsecured Claim without
     Bankruptcy Court approval so long as the amount in dispute
     is the lesser of $50,000 or 50% of the disputed amount;

(9) resolve Disputed Secured, Disputed Other Secured, Disputed
     Administrative, Disputed Priority Tax and Disputed Other
     Priority Claims, including objecting, prosecuting,
     settling, and compromising in any manner approved by the
     Bankruptcy Court those Disputed Claims; and

(10) make all Distributions to the DIP Lenders, the
     Beneficiaries of the Liquidating Trust as provided for in
     the Plan and the Liquidating Trust Agreement.

                 Designation of Claims/Interests

The Lenders Plan further provides for unclassified and classified
claims:

Class  Designation            Treatment
-----  -----------            ---------
N/A   Administrative Claims  To be paid in full.

N/A   DIP Facility Claims    DIP Lenders will receive either
                              payment in full in cash of their
                              claims from proceeds of the RMSSR
                              Claims or from an Exit Facility.

N/A   Tax Claims             To be paid in full.

1     Priority Claims        To be paid out of the net proceeds
                              from the RMSSR Claims, after
                              payment first to the DIP Lenders.

                              Estimated Amount: $800

2     Lenders' Allowed       Will be paid pro rata with other
       Unsecured Claim        general unsecured creditors from
                              the net proceeds of the RMSSR
                              Claims.

                              The Lenders' Allowed Unsecured
                              Claim, by virtue of a Global
                              Settlement Agreement, was approved
                              by the Court in the approximate
                              amount of $39 million.

3     Other General          Each holder of an Allowed Class 3
       Unsecured Claims       Claim will receive its pro rata
                              share of the Estate assets and its
                              pro rata share of any proceeds of
                              the RMSSR Claims, (i) after
                              payment in full of all costs and
                              expenses of the Liquidating Trust,
                              and (ii) after payment in full of
                              the DIP Facility, all amounts
                              advanced by the lenders, and all
                              Allowed Administrative Claims,
                              Allowed Tax Claims and the Allowed
                              Claims in Classes 1 and 2.

                              No holder of a Class 2 or 3 Claim
                              will be entitled to any
                              prepetition or postpetition
                              interest on account of their
                              Claim.

4     Interests              Holders of the Class 4 Interests
                              will not receive or retain any
                              property under the Plan.  The
                              Equity Interests will be cancelled
                              and the Debtor may be dissolved,
                              however, the dissolution is to be
                              delayed until after the judgment
                              or settlement of the RMSSR Claims
                              litigation, unless sooner
                              permitted by the Lenders.  The
                              Equity Interests may be assigned
                              to the Lenders pursuant to a
                              Global Settlement Agreement, if
                              the Lenders so elect.

Administrative Claims, Tax Claims and Priority Claims are deemed
to have accepted the Plan and are not entitled to vote.  Classes
2, 3, and 4 are entitled to vote on the Plan.

                           Plan Funding

The funding for the Plan and for the post-confirmation activities
of a liquidating trustee, will be either through the existing DIP
Financing provided by the Lenders, in the form of advances to be
made prior to the effective date of the Plan of Reorganization to
fund the future and estimated costs of the Trustee or in the form
of an Exit Facility to be provided by the Lenders to the Trustee
to fund the expenses of the Trust on terms substantially similar
to the current DIP Facility.

The Lenders may restate and amend the DIP Facility to reflect
that the borrower will become the Liquidating Trust, and that all
of the rights and remedies of the Lenders will survive.

A full-text copy of the Lenders' Plan for Waters Edge is
available for free at http://bankrupt.com/misc/OpSPlan.pdf

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

                        Plan Feasibility

Mr. Greer asserts that the Lenders Plan is feasible as it is a
liquidating plan and the Trustee will disburse only what is
recovered in pursuit of the RMSSR Claims and any avoidance
actions or other third party actions.  He adds that the costs of
the Liquidating Trust will be funded by the Lenders under the
terms of the DIP Loan, or any similar exit financing.

If no plan can be confirmed, Mr. Greer points out, Waters Edge's
bankruptcy case may be converted to a case under Chapter 7 of the
Bankruptcy Code, in which a trustee would be elected or appointed
to liquidate the assets of the Debtor for distribution to its
creditors in accordance with the priorities established by the
Bankruptcy Code.  The Lenders believe that conversion of the
Waters Edge case to a case under Chapter 7 would result in zero
distributions to all unsecured creditors.

In the alternative, if the Plan is not confirmed, Waters Edge's
case could be dismissed and all unsecured creditors would likely
receive nothing, Mr. Greer notes.

                         Global Settlement

Waters Edge previously entered into a Global Settlement Agreement
with Wachovia, certain lenders and other parties, which provides
for (1) the consensual agreement among the parties to sell
certain properties, (2) the Lenders' consent to the release of
the Opus South Debtors' guaranty and certain obligations upon the
satisfaction of certain conditions, and (3) Wachovia's provision
of postpetition financing to Waters Edge.  The Global Settlement
also provided for the creation of a Litigation Trust to pursue
the RMSSR Claims.

Under the Global Settlement, Waters Edge agreed that its
exclusive period to file a plan would expire on October 31, 2009,
No plan was filed by that date.  The Global Settlement also
provided that the Lenders may file a plan after that date.

Hence, the Lenders seek to incorporate the Global Agreement in
the Chapter 11 Plan they proposed.  Any inconsistency in the Plan
will be reference by reference to the Global Settlement
Agreement.

The Litigation Trust under the Global Settlement is to be
converted into the Liquidation Trust under the Lenders Plan.

                   Disclosure Statement Hearing

The hearing on the adequacy of the Disclosure Statement will be
held before Judge Walrath on January 4, 2010, at 2:00 p.m.
prevailing Eastern time.  Objections are due on or before
December 28, 2009, at 4:00 p.m.

A hearing on the confirmation of the Plan will be held on
February 17, 2010, at 11:30 a.m.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OPUS WEST: Files Chapter 11 Plan of Liquidation
-----------------------------------------------
Opus West Corporation and its debtor affiliates presented to the
U.S. Bankruptcy Court for the Northern District of Texas a joint
Chapter 11 plan of liquidation and an accompanying disclosure
statement on November 25, 2009.

The Debtors subsequently submitted on December 2, 2009, an
amended Plan and Disclosure Statement, which contained minor
modifications, including the treatment of priority non-tax claims
asserted against the Debtors.

The Opus West Plan contemplates the liquidation of the Debtors
and the resolution of certain claims through a series of
mechanisms, in order to provide a distribution to holders of
general unsecured claims.

Upon the occurrence of the Plan Effective Date, the Plan and all
remaining property of each Debtor's Estate will be managed under
the direction of a Surviving Officer, in consultation with an
Oversight Committee.

The Oversight Committee is a three-member committee consisting of
two members selected by the Committee and one member selected by
the Debtors to serve after the Plan Effective Date to oversee the
actions of the Surviving Officer.  The Debtors will disclose the
name and contact information for each member of the Oversight
Committee no later than 10 days prior to the Plan confirmation
hearing.

The Surviving Officer will be jointly selected by the Debtors and
the Official Committee of Unsecured Creditors to administer and
implement the Plan, and to wind up the Debtors and their estates
in accordance with the Plan's provisions.

The Surviving Officer will make all the Distributions as and when
provided under the Plan.  The Surviving Officer may also, upon
approval by a majority of the Oversight Committee members and
without further approval the Court, use, sell, assign, transfer,
abandon, or otherwise dispose of at a public or private sale any
remaining property of the Debtors or their estates to liquidate
and convert the assets to cash, make distributions, and
fully consummate the Plan.

The Debtors estimate that they currently have these amounts
available for distribution and other payments contemplated under
the Plan:

         Opus West Corporation          $4,000,000
         Opus West Construction Corp    $1,089,000
         Opus West LP                      $55,000

Another $6,100,000 is expected to be realized from the proceeds
of the sale of a 121 Lakepointe Property sold by Opus West LP.

The Surviving Officer also retains the exclusive right to enforce
against any entity any and all causes of action that otherwise
belong to the Debtors and arose before the Effective Date.  The
Causes of Action may include preference actions, potential
fraudulent transfers, general litigation and active litigation.

On the Effective Date, all promissory notes, stock and/or bond
certificates, or other instruments evidencing a Claim or Interest
will be canceled.

                     Treatment of Claims

In accordance with Section 1122(a) of the Bankruptcy Code, the
Opus West Plan also provides for the designation of Claims and
Interests against the Debtors into 15 groups:

A. Claims/Interests Asserted Against Opus West Corporation

                                               Est. Recovery/
  Class/Type      Treatment/Status             Est. Claim Amt
  ----------      ----------------             --------------
  1 - Priority    Paid 90% of allowed claim.   90% Recovery
  Non-Tax Claims  Impaired, entitled to vote.  Est. Amount:
                                                 $464,093

  2 - Secured     Return on any remaining      100% Recovery
  Claims          collateral securing Claim.   Est. Amount:
                  Unimpaired, deemed to          Unknown
                   accept Plan.

  3 - Secured     Retention of liens           100% Recovery
  Tax Claims      Unimpaired, deemed to        Est. Amount: $0
                   accept Plan.

  4 - General     Pro rata share of            Unknown Recovery
  Unsecured       remaining assets             Est. Amount:
  Claims          Impaired, entitled to vote    $855,996,580

  5 - Interests   No distribution              0% Recovery
                  Impaired, deemed to reject
                  Plan

B. Claims/Interests Asserted Against Opus West Construction Corp.

                                               Est. Recovery/
  Class/Type      Treatment/Status             Est. Claim Amt
  ----------      ----------------             --------------
  1 - Priority    Paid 90% of allowed claim.   90% Recovery
  Non-Tax Claims  Impaired, entitled to vote.  Est. Amount:
                                                 $594,235

  2 - Secured     Return on any remaining      100% Recovery
  Claims          collateral securing Claim.   Est. Amount: $0
                  Unimpaired, deemed to
                   accept Plan.

  3 - Secured     Retention of liens           100% Recovery
  Tax Claims      Unimpaired, deemed to        Est. Amount: $0
                   accept Plan.

  4 - General     Pro rata share of            Unknown Recovery
  Unsecured       remaining assets             Est. Amount:
  Claims          Impaired, entitled to vote    $33,204,768

  5 - Interests   No distribution              0% Recovery
                  Impaired, deemed to reject
                  Plan

C. Claims/Interests Asserted Against Opus West L.P.

                                               Est. Recovery/
  Class/Type      Treatment/Status             Est. Claim Amt
  ----------      ----------------             --------------
  1 - Priority    Paid 90% of allowed claim.   90% Recovery
  Non-Tax Claims  Impaired, entitled to vote.  Est. Amount: $0


  2 - Secured     Return on any remaining      100% Recovery
  Claims          collateral securing Claim.   Est. Amount: $0
                  Unimpaired, deemed to
                   accept Plan.

  3 - Secured     Retention of liens           100% Recovery
  Tax Claims      Unimpaired, deemed to        Est. Amount: $0
                   accept Plan.

  4 - General     Pro rata share of            Unknown Recovery
  Unsecured       remaining assets             Est. Amount:
  Claims          Impaired, entitled to vote    $80,215,957

  5 - Interests   No distribution              0% Recovery
                  Impaired, deemed to reject
                  Plan

In addition, holders of mechanics' liens related to the Debtors'
121 Lakepointe property sold by OWLP will receive a pro rata
distribution from approximately $6,100,000 in proceeds remaining
from the sale and currently being held by the Debtors.  Any
remaining Allowed Claims of holders of mechanics' liens remaining
will be a "Deficiency Claim."

            Plan Provides Best Recovery for Creditors

John Greer, authorized representative of Opus West, asserts that
approval of the proposed Opus West Plan will result in a higher
recovery to unsecured creditors than if the Debtors' Estates were
liquidated in a Chapter 7 proceeding.

If the Plan is not confirmed, one or more Debtors -- or if the
Debtors' exclusive period with which to file a  Plan has expired,
any other party-in-interest -- may be entitled to file a
different plan, Mr. Greer notes.  However, in light of the fact
that the Debtors have already liquidated their primary assets, no
feasible plan structure could be proposed other than that
contained in the present Plan, Mr. Greer points out.

The Debtors therefore believe that the present Plan provides
holders of claims and interests with the greatest value possible
under the circumstances.  Furthermore, the Debtors believe that
any subsequently proposed plan would likely provide a less
favorable treatment than the Plan by further delaying
distributions.

In connection with their analysis, the Debtors prepared cash
forecasts for November and December 2009, copies of which is
available for free at http://bankrupt.com/misc/OpWLiqBud.pdf

A full-text copy of the Opus West Chapter 11 Plan is available
for free at http://bankrupt.com/misc/OpWPlan.pdf

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

                  Court Conditionally Approves
                       Disclosure Statement

At a December 2, 2009 hearing, Bankruptcy Judge Hale
conditionally approved that the Opus West Disclosure Statement
contains "adequate information" in accordance with Section 1125
of the Bankruptcy Code.  In this sense, the Disclosure Statement
is subject to final approval after notice and a hearing.

Pursuant to Section 1125(a)(1), "adequate information" is defined
as "information of a kind, and in sufficient detail, as far as
reasonably practicable in light of the nature and history of the
Debtors and the condition of the Debtors' books and records, that
would enable a hypothetical reasonable investor typical of
holders of claims or interests of the relevant Class to make an
informed judgment about the Plan."

The Court has set December 7, 2009, as the record date for
determining creditors and other parties-in-interest entitled to
receive a Solicitation Package and to vote on the Plan.

The Court has also approved the proposed form of ballots for
distribution to creditors and parties-in-interest entitled to
vote on the Plan.

The Debtors will cause a Solicitation Package, which will
include, among other things, (1) the Disclosure Statement with
the Plan and all attached exhibits, (2) a copy of the Final
Disclosure Statement and Final Confirmation Hearing Notice, (3) a
copy of the Disclosure Statement Order, and (4) ballots, to be
mailed via first-class United States mail to the Notice Parties.
The Notice Parties comprise of (i) persons or entities listed on
the Debtors' Schedules, (ii) persons or entities having filed
with the Court a proof of claim against the Debtors not otherwise
withdrawn or disallowed by the Voting Record Date, (iii) the
Internal Revenue Service, (iv) the U.S. Trustee, and (v) all
parties requesting special notice.

Creditors entitled to vote will have until January 4, 2009, at
4:00 p.m. Prevailing Texas Time, to have their ballots received
by the Debtors' balloting agent.

The Bankruptcy Court scheduled a combined hearing to consider
final approval of the Disclosure Statement and confirmation of
the Plan on January 6, 2010, at 1:30 p.m. Prevailing Texas Time.

Any objections to the confirmation of the Plan must be in writing
and filed with the Clerk of the Bankruptcy Court to ensure actual
receipt on or before January 4, 2010, at 12:00 p.m.  Any
objection must also be received by the Objection Deadline by
Greenberg Traurig LLP, counsel for Opus West Corp. and Opus West
Construction Corp.; Franklin Skierski Lovall Hayward LLP, counsel
for Opus West LP; and Gardere Wynn Sewell LLP, counsel for the
Official Committee of Unsecured Creditors.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OPUS WEST: Proposes SW 119 Plaza Settlement
-------------------------------------------
Opus West Corp. and its units ask the Court to approve a
compromise and settlement of controversy and mutual releases with
SW 119 Plaza Del Rio Limited Partnership regarding various claims
between the Parties.

According to Clifton R. Jessup, Jr., Esq., at Greenberg Traurig
LLP, in Dallas, Texas, the Parties desire to avoid the expense,
inconvenience, delay, and uncertainty of litigation by
compromising and settling the claims and disputes arising
pursuant to a certain letter agreement among them.

Accordingly, the Parties stipulate that:

  (a) the Letter Agreement will be terminated;

  (b) any amounts owed by the Debtors to SW 119 under the Letter
      Agreement will be forgiven;

  (c) SW 119 will have no obligation to repay any amounts
      previously advanced by the Debtors related to a property
      subject of the Letter Agreement; and

  (d) the Debtors and SW 119 will exchange mutual releases.

Mr. Jessup notes that under the Stipulation, the Debtors will
avoid liability of more than $300,000, and will avoid the fees,
expenses, and risks associated with defending or pursuing the
various claims asserted against it and by it.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


PACIFIC ETHANOL: John Miller's Employment Ended December 4
----------------------------------------------------------
Pacific Ethanol, Inc., reports that John T. Miller's employment
with the Company ended on December 4, 2009.  Mr. Miller was the
Company's Chief Operating Officer.  The duties of the Chief
Operating Officer will be assumed by Neil M. Koehler, the
Company's Chief Executive Officer, and Bryon T. McGregor, the
Company's Chief Financial Officer.  Mr. Miller will continue to
serve as an authorized officer of Pacific Ethanol Holding Co. LLC
and its subsidiaries in connection with their bankruptcy
proceedings.

                       About Pacific Ethanol

Pacific Ethanol is the largest West Coast-based marketer and
producer of ethanol.  Pacific Ethanol has ethanol plants in Madera
and Stockton, California; Boardman, Oregon; and Burley, Idaho.
Pacific Ethanol also owns a 42% interest in Front Range Energy,
LLC, which owns an ethanol plant in Windsor, Colorado.  Pacific
Ethanol has achieved its goal of 220 million gallons per year of
ethanol production capacity in 2008.  In addition, Pacific Ethanol
is working to identify and develop other renewable fuel
technologies, such as cellulose-based ethanol production and bio-
diesel.

The Company has assets of $548,063,000 against total debts of
$362,630,000 as of September 30, 2009.  It has $11,336,000 in cash
and cash equivalents as of Sept. 30.

Five indirect wholly owned subsidiaries of Pacific Ethanol, Inc.
-- Pacific Ethanol Holding Co. LLC, Pacific Ethanol Madera LLC,
Pacific Ethanol Columbia, LLC, Pacific Ethanol Stockton, LLC and
Pacific Ethanol Magic Valley, LLC -- commenced a case by filing a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code before the United States Bankruptcy Court for the District of
Delaware on May 17, 2009.

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PAETEC HOLDING: Columbia Wanger Discloses 10.6% Equity Stake
------------------------------------------------------------
Columbia Wanger Asset Management, L.P., disclosed it may be deemed
the beneficial owner of 15,518,750 shares or roughly 10.6% of
Paetec Holding Corporation common stock as of November 30, 2009.

The shares include those held by Columbia Acorn Trust, a
Massachusetts business trust that is advised by Columbia Wanger.
CAT holds 8.07% of the Paetec Holding shares.

                      About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

As of June 30, 2009, PAETEC had in service 223,311 digital T1
transmission lines, which represented the equivalent of 5,359,464
access lines, for over 47,000 business customers in a service area
encompassing 82 of the country's top 100 metropolitan statistical
areas.

At September 30, 2009, the Company had $1.44 billion in total
assets against $1.25 billion in total liabilities.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                          *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PANOLAM INDUSTRIES: Court OKs Prepackaged Reorganization Plan
-------------------------------------------------------------
Panolam Industries International, Inc. disclosed December 10 that
Judge Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware has confirmed the Company's Chapter 11
prepackaged plan of reorganization.  The Bankruptcy Court's
approval of the Prepackaged Plan paves the way for the Company to
emerge from bankruptcy by the end of December 2009, as soon as all
the closing conditions to the Prepackaged Plan have been met.

Under the Prepackaged Plan, the Company will be able to reduce the
amount of debt on its balance sheet by approximately $151 million,
which will eliminate approximately $16 million in annual cash
interest payments on its senior subordinated notes and put the
Company in a stronger financial position for the future.

"The Bankruptcy Court's confirmation of our Prepackaged Plan is a
major milestone for Panolam and we are very pleased with this
outcome," said Mr. Robert J. Muller, Jr., Chairman and Chief
Executive Officer of the Company.  "We appreciate the continuing
loyalty of our business partners, suppliers, customers, and
employees throughout this process.  We thank all of our
stakeholders who played a critical role in Panolam's successful
restructuring from which we will emerge with a stronger balance
sheet and be better positioned to pursue future growth
opportunities."

                       About Panolam Holdings

Shelton, Connecticut-based Panolam Industries International, Inc.,
designs, manufactures and distributes decorative laminates,
primarily thermally fused melamine panels and high-pressure
laminate sheets, throughout the United States and Canada.  The
Company markets its products through independent distributors and
directly to kitchen and bathroom cabinet, furniture, store
fixtures and original equipment manufacturers.

Panolam Holdings Co. filed for Chapter 11 bankruptcy protection on
November 4, 2009 (Bankr. D. Delaware Case No. 09-13889).  Its
debtor-affiliates, Panolam Industries International, Inc., Panolam
Holdings II Co., Panolam Industries Inc., Pioneer Plastics
Corporation, Nevamar Holding Corp., Nevamar Holdco, LLC, and
Nevamar Company LLC also filed for bankruptcy.

Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq.,
and Michael Joseph Merchant, Esq., at Richards Layton & Finger,
P.A., assist the Debtors in their restructuring efforts.  Perella
Weinberg Partners is the Debtors' financial advisor.  Epiq
Bankruptcy Solutions LLC is the Debtors' claims agent.


PARADISE CINEMA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Paradise Cinema Center Inc.
        1100 Irvine Blvd #226
        Tustin, CA 92780

Bankruptcy Case No.: 09-23834

Chapter 11 Petition Date: December 11, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Daniel King, Esq.
                  621 S Spring, St #802
                  Los Angeles, CA 90014
                  Tel: (213) 880-2723

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

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

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

The petition was signed by Destin Seferaj, president of the
Company.


PARMALAT SPA: Court to Notify Investors of Additional Settlements
-----------------------------------------------------------------
A notification program has begun, as ordered by the U.S. District
Court for the Southern District of New York, to alert domestic
investors, including U.S. persons and entities, who bought
Parmalat Finanziaria S.p.A. equity securities from January 5, 1999
through and including December 18, 2003 about two partial
settlements of a class action.  This press release is issued by
the Court-appointed Parmalat Notice and Claims Administrator as
part of the notification effort.

The lawsuit alleges that Parmalat and numerous other defendants
participated in a fraudulent financial scheme, resulting in the
understatement of Parmalat's debt and the overstatement of its net
assets.  Parmalat ultimately filed for bankruptcy, and the value
of its stock dramatically declined.  The defendants deny that they
did anything wrong, and the settlements do not mean that any law
was violated. The Court did not decide which side was right.

The partial settlements resolve the case against several Deloitte
& Touche Parties and several Grant Thornton Parties and will pay
money to Class Members.  The terms "Deloitte & Touche Parties" and
"Grant Thornton Parties" and other capitalized terms used in this
notice are defined in the detailed Notice available at:

                http://www.ParmalatSettlement.com/

The Deloitte & Touche Settling Parties agreed to pay $8.5 million
and the Grant Thornton Settling Parties agreed to pay $6.5 million
to resolve this matter; attorneys' fees, expenses and
administrative costs will also be paid from these amounts.
Settlement stipulations, available at
http://www.ParmalatSettlement.com/describe all of the details.

In May 2004, the Court appointed the law firms of Cohen Milstein
Sellers & Toll PLLC, of Washington, D.C. and Grant & Eisenhofer,
P.A., of Wilmington, DE, to represent the Class, and the law firm
of Spector Roseman Kodroff & Willis, P.C., of Philadelphia, PA,
has served as counsel.  These firms have been litigating this case
known as In re Parmalat Securities Litigation, No. 04 MD 1653
(LAK), since that time, and they negotiated the partial
settlements.

Notices informing Class members about their legal rights are
scheduled to be mailed in early December, 2009.

Class members may also now exclude themselves from the two partial
settlements with the Grant Thornton parties and Deloitte & Touche
parties, or object to the terms of the proposed settlements.  The
deadline for exclusions is February 1, 2010, and the deadline for
objecting to the two settlements is February 16, 2010.  A hearing
will later be held in New York on March 8, 2010, at 2:30 p.m.
(eastern standard time), to consider whether to approve the
settlements, the proposed plan of allocation for them and the
application for attorneys' fees and expenses.

                   About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PIFER LLC: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pifer, LLC
        PO Box 11113
        Charlotte, NC 28220

Bankruptcy Case No.: 09-33444

Chapter 11 Petition Date: December 11, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Glenn C. Thompson, Esq.
                  Hamilton Moon Stephens Steele & Martin
                  201 S. College Stree, Suite 2020
                  Charlotte, NC 28244-2020
                  Tel: (704) 227-1067
                  Fax: (704) 344-1483
                  Email: gthompson@lawhms.com

                  Travis W. Moon, Esq.
                  Hamilton Moon Stephens Steele Martin
                  2020 Charlotte Plaza
                  201 S. College Street
                  Charlotte, NC 28244-2020
                  Tel: (704) 344-1117
                  Email: tmoon@lawhms.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 $4,300,011
and total debts of $1,881,980.

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

            http://bankrupt.com/misc/ncwb09-33444.pdf

The petition was signed by Robert B. Pifer, member/manager of the
Company.


PILGRIM'S PRIDE: Court Confirms Plan of Reorganization
------------------------------------------------------
Pilgrim's Pride Corporation disclosed that the U.S. Bankruptcy
Court for the Northern District of Texas has approved the amended
joint plan of reorganization of the Company and six of its
subsidiaries that are debtors and debtors in possession in the
Chapter 11 cases pending before the court.

Following a court hearing held December 8 in Ft. Worth, Judge D.
Michael Lynn today entered an order confirming the amended plan of
reorganization, paving the way for the Debtors to exit bankruptcy
later this month. Pilgrim's Pride said that it expects to emerge
from bankruptcy before the end of December.

"This is a proud day for everyone at Pilgrim's Pride who has
worked so hard over the past year to restructure our business,"
said Don Jackson, president and chief executive officer, after the
court hearing.  "The past 12 months have been filled with
tremendous challenges and unprecedented opportunities.  There have
been a lot of tough, painful decisions made about the future of
this company, yet our employees have joined together to create a
new market-driven organization that is clearly focused on serving
our customers."

In September, the Debtors filed a joint plan of reorganization and
related disclosure statement with the court.  Under terms of the
joint plan of reorganization, Pilgrim's Pride has entered into an
agreement to sell 64% of the new common stock of the reorganized
Pilgrim's Pride to JBS U.S.A. for $800 million in cash.  The
completion of the transaction is subject to the closing of an exit
facility for senior secured financing in an aggregate principal
amount of up to $1.75 billion, certain regulatory approvals and
other customary closing conditions.

                    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 represent 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)


PINNACLE FOODS: Bank Debt Trades at 8% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Pinnacle Foods is
a borrower traded in the secondary market at 92.13 cents-on-the-
dollar during the week ended Friday, Dec. 11, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 3.22 percentage
points from the previous week, The Journal relates.  The Company
pays 275 basis points above LIBOR to borrow under the facility.
The bank loan matures on April 2, 2014, and carries Moody's B2
rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among 175 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 11.

On Nov. 24, 2009, the Troubled Company Reporter said that Standard
& Poor's placed its rating on Pinnacle Foods Group LLC, including
its 'B-' corporate credit rating, on CreditWatch with positive
implications.  "We placed the ratings on CreditWatch positive when
Pinnacle Foods announced an agreement to acquire Birds Eye Foods,
Inc., in a transaction valued at $1.3 billion," said Standard &
Poor's credit analyst Christopher Johnson.  "We believe that the
acquisition will likely be leverage neutral."  S&P estimates that
pro forma debt to EBITDA, excluding any EBITDA synergies, would be
about 7.8x compared with a ratio of about 7.7x for the 12 months
ended Sept. 30, 2009, and that potential synergies from the
combination could result in reduced leverage following the close
of the transaction.

Based in Mt. Lakes, N.J., Pinnacle Foods Group LLC manufactures,
markets and distributes branded food products.  It was formerly
referred as Pinnacle Foods Group, Inc., prior to April 2, 2007.


PREMIUM DEVELOPMENTS: Sec. 341 Creditors Meeting Set for Jan. 12
----------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Premium
Developments LLC's creditors on January 12, 2010, at 3:30 p.m. at
Wenatchee Federal Building, 301 Yakima Street Room M08, Wenatchee,
WA.

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.

East Wenatchee, Washington-based Premium Developments LLC filed
for Chapter 11 bankruptcy protection on December 4, 2009 (Bankr.
E.D. Wash. Case No. 09-06746).  Allan L. Galbraith, Esq., at Davis
Arneil Law Firm LLP assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


PS BUSINESS: S&P Affirms Preferred Stock Ratings at 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' corporate
credit and 'BB+' preferred stock ratings on PS Business Parks Inc.
and PS Business Parks L.P.  The outlook remains positive.

S&P's ratings on PS Business acknowledge the company's
comparatively conservative financial policy of financing itself
predominantly with common and preferred stock.  As a result, the
company faces negligible refinancing risk.  Additionally, its
coverage measures are very solid and have held steady despite the
current economic downturn.  The ratings also reflect the company's
less-risky long-term-hold portfolio strategy, as well as its niche
market position.  These strengths are somewhat tempered by a
weaker asset base with mixed tenant quality, along with
significant lease maturities in 2010 amid likely still-challenging
fundamental office market conditions.

S&P continues to expect office fundamentals to remain weak into
2010.  However, PS Business' comparatively conservative financial
profile and very solid and stable coverage metrics support its
long-term-hold investment strategy, which includes little
development risk.  S&P would consider raising the ratings one
notch if PS Business' markets show signs of stabilizing, the
company continues to maintain competitive occupancy, and fixed-
charge coverage remains comfortably above 2.5x.  S&P would revise
the outlook back to stable, however, if the REIT's operating
results deteriorate more than contemplated in S&P's downside
stress scenario, causing its fixed-charge coverage ratio to drop
below 2.5x.


PSYCHIATRIC SOLUTIONS: S&P Assigns 'B+' Senior Secured Debt Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B+' senior secured debt, preliminary 'B+' senior
unsecured debt, preliminary 'B-' subordinated rating, and
preliminary 'CCC+' preferred stock ratings to Psychiatric
Solutions Inc.'s Rule 415 shelf registration.  This filing falls
under the SEC's well-known seasoned issuer rules, which do not
require a dollar amount of securities to be registered.  The
registration replaces a previous registration.

The corporate credit rating on Franklin, Tennessee-based PSI is
'B+', and the rating outlook is stable.  The rating on behavioral
health services provider Psychiatric Solutions Inc. reflects the
company's significant debt burden and the impact of the weak
economy on the company's patient volume.  PSI is also exposed to
potential third-party payor pricing and reimbursement changes.
These risks are the key drivers of its speculative-grade credit
profile, notwithstanding the company's position as one of the
largest providers in the highly fragmented behavioral health
industry, and its experience in integrating acquisitions.

                           Ratings List

                    Psychiatric Solutions Inc.

         Corporate credit rating             B+/Stable/--

                       New Ratings Assigned

          Senior secured shelf debt          prelim B+
          Senior unsecured shelf debt        prelim B+
          Subordinated shelf debt            prelim B-
          Preferred stock shelf              prelim CCC+


RATHGIBSON INC: Plan Exclusivity Extended to February
-----------------------------------------------------
RathGibson Inc. sought and obtained a Feb. 23 extension of the
exclusive right to propose a reorganization plan, Bill Rochelle at
Bloomberg News reported.

According to the report, although Tronox has won approval of the
disclosure statement explaining its Chapter 11 plan, it is
revising the plan and intends to emerge from Chapter 11 in the
first quarter of 2010.  The amendments will be designed to
accomplish a "more tax efficient restructuring."

Based in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/
and http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  Garden City Group is claims and notice agent.  The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.

Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes.  Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.


READER'S DIGEST: Lease Decision Period Extended to January 15
-------------------------------------------------------------
The Bankruptcy Court granted the request, and extended the time
within which Reader's Digest Association Inc. and its units must
assume or reject unexpired leases to January 15, 2010.  Any
objection to the relief requested that have not been withdrawn is
overruled on the merits or resolved by agreement pursuant to the
terms of the order.

The Debtors have asked for an extension through March 22, 2010,
which date reflects a 90-day extension of the current lease
disposition deadline of December 22, 2009.

Judge Drain maintained that nothing in the order will be deemed to
authorize the assumption or rejection of any of the Unexpired
Leases, and that the extension is without prejudice to the
Debtors' right to seek further extensions and the right of any
lessor to object to further extension.

The listing of an agreement or a party in the Unexpired Leases
will not constitute an admission by the Debtors that the
agreement, or any agreement with the party, is an unexpired lease
within the meaning of Section 365 of the Bankruptcy Code, or that
it is necessarily a binding and enforceable contract.  The Debtors
retain the right to identify additional parties to nonresidential
real property leases, and any of those parties and leases will be
subject to the terms of the Order, notwithstanding the fact that
the party or the lease was not previously included in the list of
Unexpired Leases.

Prior to the entry of the Order, SG Chappaqua A LLC and SG
Chappaqua B LLC argued that the requested 90-day extension of the
current lease disposition deadline is premature and prejudicial to
SG Chappaqua, and that any extension should be limited to
January 15, 2010.  SG Chappaqua, which has certain contracts and
unexpired leases with Reader's Digest, has also requested
postpetition payments on the Debtors' promissory note.

In response, the Debtors argued that they are not required to make
payments on SG Chappaqua's unsecured prepetition note to obtain an
extension of the lease disposition deadline.  They add that even
if the note payments fall under Section 365(d)(3), conditioning
extension of the deadline on making payments is inappropriate and
inconsistent with controlling Second Circuit precedent.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: R. Branson Wants Consideration of Pension Payment
------------------------------------------------------------------
In a letter addressed to Judge Drain, Robert R. Branson, a
longtime retiree of The Reader's Digest Association, Inc., tells
the Court that he was terminated without case on January 1, 1987,
because his position was eliminated after 25 years of service.

Mr. Branson says that because of his age, his pension was reduced
to $1,987 a month.  To supplement the pension, he discloses,
Reader's Digest offered, and he accepted, a lifetime annuity of
$1,273 a month in exchange for him not receiving two years of
severance pay.  He asserts that by not receiving the annuity
check, his retirement income from Reader's Digest has been reduced
by 40%.

Against this backdrop, Mr. Branson suggests that the Court
considers one of these options for him:

  (1) continue his monthly check of $1,273;

  (2) reimburse him for the two years of severance pay, which he
      did not receive; or

  (3) pay him the full amount of his unsecured claim amounting
      to $96,448.

"I am now 79 years of age and one loss of the lifetime annuity
check will certainly reduce my ability to pay for my living
expenses and increasing medical expenses," Mr. Branson says.  He
notes that Ripplewood Holdings LLC was aware of his retirement
benefits when it purchased Reader's Digest in March 2007.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: Wants WRC Media-Led Auction for CompassLearning
----------------------------------------------------------------
The Reader's Digest Association, Inc., and certain of its Debtor
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York to:

  (a) authorize and approve the sale of substantially all of the
      assets of CompassLearning, free and clear of all liens,
      claims, interests and encumbrances, pursuant to the terms
      of either:

      -- an Asset Purchase Agreement dated November 30, 2009,
         between CompassLearning, Inc., and WRC Media, Inc., and
         CompassLearning Acquisition Corporation, a Delaware
         corporate formed by Marlin Equity II, L.P., to
         facilitate the sale; or alternatively,

      -- a marked version of the APA, among CompassLearning,
         Inc., WRC Media, Inc., and the other successful bidder
         arising from the Auction in accordance with the Bidding
         Procedures;

  (b) authorize and approve the bidding procedures for
      competitive bidding in connection with the sale of
      CompassLearning, including the stalking horse bid
      protections;

  (c) approve the form and manner of notice of the sale by
      auction, the sale hearing and related matters;

  (d) authorize and approve procedures for the assumption and
      assignment of contracts and leases;

  (e) authorize and approve the assumption and assignment of
      executory contracts and unexpired leases to the Stalking
      Horse Bidder or successful bidder arising from the
      Auction;

  (f) authorize and approve the one-time, sale-related incentive
      payments to certain non-insider employees of
      CompassLearning; and

  (g) establish these dates and deadlines, subject to
      modification:

      -- December 31, 2009, as the last date by which potential
         bidders may deliver the bid documents required to
         participate in the auction pursuant to the Bidding
         Procedures;

      -- January 4, 2010, as the deadline to object to the Sale
         transactions and the assumption and assignment of
         Assumed Contracts or related cure amounts;

      -- January 5, 2010, as the deadline by which all binding
         bids must be actually received pursuant to the Bidding
         Procedures;

      -- January 7, 2010, as the date of the auction, if one is
         needed; and

      -- January 11, as the date of the sale hearing.

CompassLearning is a research-based, educational technology
company that produces and markets a wide-range of digital
supplemental education materials, and provides onsite technical
support and seminar consulting/teacher training professional
services for educators to facilitate curriculum development and
technology integration in the classrooms using CompassLearning
products.  CompassLearning is a wholly-owned subsidiary of Debtor
WRC Media, Inc., which in turn, is wholly-owned by Reader's
Digest.

Among the material terms of the APA are:

  -- Purchase Price: $20,250,000.  The total Purchase Price is
     $43,184,290, if including assumed liabilities;

  -- Deposit: $1,500,000 deposited into escrow account by Buyer
     upon execution of the APA;

  -- Bid Protections Break-Up Fee: $607,500, an amount equal to
     3% of the Initial Purchase Price of $20,250,000;

  -- Reimbursable Expenses: up to a cap of $300,000;

  -- Liabilities that will be assumed by the Stalking Horse
     Bidder, include (i) liabilities relating exclusively to
     Buyer's ownership or operation of the Business or Acquired
     Assets that arise exclusively from events, facts or
     circumstances that occur after the Closing, (ii) all
     Current Liabilities, including liabilities for deferred
     revenue, (iii) Transfer Taxes and certain Property Taxes,
     and (iv) all Liabilities of the Business for payroll,
     vacation and sick leave, accrued in respect of the Covered
     Employees incurred in the Ordinary Course of Business and
     only to the extent reflected on the Final Balance Sheet;

  -- Buyer will grant all Transferred Employees credit after the
     Closing for continuous service with Sellers prior to the
     losing for purposes of participation and vesting and, in
     the case of any Buyer severance plan or program, benefit
     accruals under any Buyer Plan.  The Debtors are not be
     responsible for any severance payment liabilities; and

  -- Sale proceeds will be available (i) to pay costs and
     expenses incurred in connection with the Sale, (ii) for
     general corporate purposes, and (iii) to pay for the
     administration of the bankruptcy cases through and until
     confirmation of the Plan, subject to the terms of the
     Credit and Guarantee Agreement, among the Debtors, J.P.
     Morgan Chase Bank, N.A., as agent and certain lenders.

A full-text copy of the CompassLearning APA is available for free
at http://bankrupt.com/misc/RDA_CompassLearning_APA_120309.pdf

                      Bidding Procedures

To participate in the bidding process, a person interested in the
Acquired Assets must, on or before December 31, 2009, deliver to
each of (a) counsel to Compass, (b) the financial advisor to
Compass, (c) counsel to the agent for Compass' postpetition and
prepetition secured lenders (d) counsel to the official committee
of unsecured creditors, and (e) and counsel to the Stalking Horse
Bidder, Latham & Watkins LLP, these documents:

  -- an executed confidentiality agreement,

  -- a non-binding indication of interest with respect to the
     purchase of the Compass Assets,

  -- preliminary proof by the Potential Bidder of its financial
     capacity to close a proposed transaction.

To participate in the auction, an Acceptable Bidder must deliver
to Compass and its advisors a written irrevocable offer that must,
among others, (a) be in writing; (b) at a minimum, exceed the
aggregate sum of (i) the Stalking Horse Bid; (ii) the Break Up
Fee; (iii) the maximum Reimbursable Expenses; and (iv) the minimum
bid increment of $500,000; (c) not be conditioned on any
contingency; (d) must remain irrevocable until 48 hours after the
Auction.  In addition, each Acceptable Bidder will provide the
Sale Debtors, on or before the Bid Deadline, submit a cash deposit
equal to $1,500,000 plus the maximum Reimbursable Expenses in the
amount of $300,000.  The Acceptable Bidder must also agree that it
is not entitled to any break-up fee, transaction fee, termination
fee, expense reimbursement or any similar type of payment of
reimbursement.

The Auction will be held at the offices of Kirkland & Ellis LLP,
at 601 Lexington Avenue, in New York.  Bidding at the Auction will
begin at the Starting Bid.  Subsequent bids, including any bids by
Stalking Horse Bidder, will be made in minimum increments of
$250,000.

If no bid is received other than the bid submitted by the Stalking
Horse, the Court will convene a hearing to consider approval of
the sale of the Assets to the Stalking Horse in January 2010.

The Debtors submit that the Bidding Procedures are fair and
appropriate under the circumstances, consistent with procedures
routinely approved by courts in this district and in the best
interest of the Debtors' estates.  James H.M. Sprayregen P.C.,
Esq., at Kirkland & Ellis LLP, in New York, avers that the Bidding
Procedures are designed to facilitate orderly yet competitive
bidding to maximize the net value realized from the Sale by the
estates.  He explains that the Bidding Procedures contemplate an
open auction process with minimum barriers to entry and provides
potential bidding parties with sufficient time to perform due
diligence and acquire the information necessary to submit a timely
and well-informed bid.

The Bidding Procedures are intended to permit a fair and efficient
competitive sale process, consistent with the timeline of the
bankruptcy cases, to confirm that the stalking horse bid is,
indeed, the best offer, or promptly identify the alternative bid
that is higher or otherwise better, Mr. Sprayregen tells the
Court.

The Bidding Procedures provide the Debtors with an adequate
opportunity to consider competing bids and select the highest and
best offer for the completion of the Sale, Mr. Sprayregen asserts.
He contends that entering into the APA with the Stalking Horse
Bidder ensures the Debtors obtain fair market value by setting the
minimum purchase price, which will be tested in the marketplace,
and thus, assurance that the Debtors and their creditors can
obtain fair and reasonable and above market consideration.

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

   http://bankrupt.com/misc/RDA_Bidding_Procedures_120309.pdf

Mr. Sprayregen contends, among other things, that the requests
should be approved because the Sale has been proposed in good
faith and without collusion and the Stalking Horse Bidder or
Successful Bidder is a "good faith purchaser."

In support of the Debtors' request for entry of the Bidding
Procedures Order, the Debtors submit the declaration of John M.
Cesarz.  The Debtors reserve the right to file and serve any
supplemental declaration, including any declaration summarizing
the competitive bidding and sale process and the results thereof,
in support of their request for entry of the Sale Order prior to
the Sale Hearing.

The Court will convene a hearing on December 18, 2009, to consider
the request.  Objections are due December 11.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


RED ROCKET FIREWORKS: Case Summary & 22 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Red Rocket Fireworks, Inc.
        1166 Rock Porter Road
        Rock Hill, SC 29730

Bankruptcy Case No.: 09-62800

Chapter 9 Petition Date: December 11, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Raymond I. Plaster, Esq.
                  2032 E. Kearney, Ste. 201
                  Springfield, MO 65803
                  Tel: (417) 831-6900
                  Fax: (417) 831-6901
                  Email: riplaster@rip-pc.com

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

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

According to the schedules, the Company has assets of $13,259,827,
and total debts of $19,313,742.

The petition was signed by Bruce C. Pyles, the company's
president.

Debtor's List of 22 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
David W. Moore                                    $2,245,000
5863 N. Farm Road 243
Strafford, MO 65757

Aycock Estate                                     $2,470,000
c/o Edward Jones Trust
12555 Machester Rd.
St. Louis, MO 63131

Empire Bank                                       $774,607
PO Box 3397
Springfield, MO 65808

Commercial Fin. Services                          $382,298
6300 Ridgelea Place #1107
Ft. Worth, TX 76116

Metropolitan National Bank                        $337,583
PO Box 3840
Springfield, MO 65808

United Pyrotechnics-MO                            $335,542
2000 Sierra Point Parkway #101
Brislaine, CA 94005

Lonnie Moore                                      $275,242
c/o First Savings Bank
1713 N. Main St.
Mt. Grove, MO 65711

Mary Evelyn Reed                                  $250,000
c/o Greggory D. Groves
901 St. Louis St., 20th Fl.
Springfield, MO 65806

United Pyrotechnics-SC                            $188,704

State of South Carolina                           $137,910

China DIY Marketing, Ltd.-SC                      $137,241

State of Louisiana Dept. of                       $130,793
Revenue

Legend Fireworks-MO                               $124,206

Jo Belle Hopper            Deed of Trust          $115,560
                                                  Secured Value:
                                                  $1,700,000

Ellis Moore                                       $97,698

UPS Supply Chain Solutions                        $96,727
c/o Rec. Management Serv.

Darrell Tilley                                    $89,509

Brothers Pyrotechnics-SC                          $88,235

IRS                                               $87,010

Legend Fireworks-LA                               $82,396

Britton Gallagher                                 $76,018
c/o Westfield Bank

Bank of America                                   $48,052


REPUBLIC FEDERAL BANK: 1st United Bank Assumes All Deposits
-----------------------------------------------------------
Republic Federal Bank, National Association, Miami, Florida, was
closed December 11 by the Office of the Comptroller of the
Currency (OCC), which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with 1st
United Bank, Boca Raton, Florida, to assume all of the deposits of
Republic Federal Bank, N.A.

The four branches of Republic Federal Bank, N.A. will reopen on
Monday as branches of 1st United Bank.  Depositors of Republic
Federal Bank, N.A. will automatically become depositors of 1st
United Bank.  Deposits 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 coverage.
Customers should continue to use their existing branches until
they receive notice from 1st United Bank that it has completed
systems changes to allow other 1st United Bank branches to process
their accounts as well.

As of September 30, 2009, Republic Federal Bank, N.A. had total
assets of approximately $433.0 million and total deposits of
approximately $352.7 million.  1st United Bank will pay the FDIC a
premium of 1.2 percent to assume all of the deposits of Republic
Federal Bank, N.A.  In addition to assuming all of the deposits of
the failed bank, 1st United Bank agreed to purchase $267.1 million
of the failed bank's assets.

The FDIC and 1st United Bank entered into a loss-share transaction
on approximately $210.4 million of Republic Federal Bank, N.A.'s
assets.  1st United Bank will share in the losses on the asset
pools covered under the loss-share agreement.  The loss-sharing
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-913-3072.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/republicfederal.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $122.6 million.  1st United Bank's acquisition of
all the deposits was the "least costly" resolution for the DIF
compared to all alternatives. Republic Federal Bank, N.A. is the
131st FDIC-insured institution to fail in the nation this year,
and the 13th in Florida.  The last FDIC-insured institution closed
in the state was Commerce Bank of Southwest Florida, Fort Myers,
on November 20, 2009.


RETAIL PRO: Converted to Ch. 7 Liquidation After Sale
-----------------------------------------------------
At the behest of Retail Pro Inc., the Bankruptcy Court entered an
order converting Retail Pro's reorganization case to liquidation
under Chapter 7.  Retail Pro has $235,000 left, inadequate to fund
a Chapter 11 plan.

Retail Pro on June 26 completed the sale of the assets approved in
April.  The buyers were secured creditors including Laurus Master
Fund Ltd. and Midsummer Investment Ltd., who together were owed
$19.6 million.  Laurus/Midsummer bought the assets for $400,000 in
cash plus a credit bid using their secured claims.

Retail Pro delayed the auction but still did not receive competing
bids for its assets.

                        About Retail Pro

Based in La Jolla, California, Retail Pro Inc. --
http://www.retailpro.com-- operates a chain of retail stores.
The Company and three of its affiliates filed for Chapter 11
protection on January 10, 2009 (Bankr. D. Del. Lead Case No.
09-10087).  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones, represent the Debtors in
their restructuring efforts.  The Debtor proposed View Partners
Capital LLC as their investment banker and Kurtzman Carson
Consultants LLC as their notice, claims and solicitation agent.
As of November 30, 2008, the Debtors have $24,652,353 in total
assets and $28,867,462 in total debts.

Retail Pro Inc. had $235,000 left after selling the assets
in June. At the company's request, the bankruptcy court in
Delaware converted the case to a liquidation in Chapter 7
yesterday. The buyers were secured creditors including Laurus
Master Fund Ltd. and Midsummer Investment Ltd. who together were
owed $19.6 million. Retail Pro, a provider of merchandising
software for retailers, filed under Chapter 11 in January,
listing assets of $24.7 million against debt totaling $28.9
million. Sales were $14.5 million for a year ended in March. The
case is In re Retail Pro Inc., 09-10087, U.S. Bankruptcy Court,
District of Delaware (Wilmington).


RICHARD MAZOL: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Richard A. Mazol
                 dba RAM Construction Company
               Yvonne E. Mitten
               N15441 Bass Lake Road
               Park Falls, WI 54552

Bankruptcy Case No.: 09-18315

Chapter 11 Petition Date: December 11, 2009

Court: United States Bankruptcy Court
       Western District of Wisconsin, http://www.wiw.uscourts.gov
      (Eau Claire)

Judge: Thomas S. Utschig

Debtors' Counsel: James T. Runyon, Esq.
                  P.O. Box 519
                  Tomahawk, WI 54487
                  Tel: (715) 453-5387
                  Email: runyonlawoffices@verizon.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 $3,355,446,
and total debts of $2,303,539.

A full-text copy of the Debtors' petition, including a list of
their 16 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/wiwb09-18315.pdf

The petition was signed by the Joint Debtors.


ROOTS RENTS: Judge Myers Dismisses Small Business Case
------------------------------------------------------
WestLaw reports that even assuming that a Chapter 11 debtor's
attempt, almost a year after its bankruptcy filing, to amend its
designation as a "small business debtor" was allowed under the
rules, the debtor failed to prove that its qualifying debt was
over the $2,190,000.00 aggregate debt cap for small business
debtors as of the petition date, as required to operate as a non-
small business debtor.  The debtor's initial self-designation as a
small business debtor, made at the time its petition was filed,
was made under penalty of perjury, the bankruptcy court reasoned.
The debtor's amended statement did not nullify its initial
statement, which retained evidentiary effect. The debtor offered
no testimony or documentary evidence in support of its contention
that its aggregate debt actually exceeded the debt cap.  Instead,
the debtor relied solely on the total amount of claims shown on
the clerk's claims register.  The debtor failed to establish that
the clerk's summary total was accurate, or that none of the proofs
filed included contingent or unliquidated claims, which 11 U.S.C.
Sec. 101(51D)(A) excludes from the debt cap's calculation.

The United States Trustee filed motion to dismiss.  The Debtor
filed amended small business plan of reorganization and disclosure
statement, and subsequently filed an "amended" petition for
relief, on which the box designating the debtor as "not a small
business debtor" was checked, an objection to the U.S. Trustee's
motion, a motion for extension of time within which to obtain
confirmation of plan, and a motion for a determination of its
small business status.  The Honorable Terry L. Myers, Chief Judge
held a hearing and concluded (1) the debtor was not entitled to an
extension of the 45-day period within which confirmation of its
small business plan had to occur; (2) because the debtor failed to
obtain confirmation of its plan within 45 days of the plan's
filing, cause existed to dismiss or convert the case; and (3) even
assuming the debtor's attempt, almost a year after its bankruptcy
filing, to amend its designation as a "small business debtor" was
allowed under the rules, it debtor failed to prove that it was
over the $2,190,000.00 aggregate debt cap for small business
debtors as of the petition date.  In re Roots Rents, Inc., ---
B.R. ----, 2009 WL 3642755 (Bankr. D. Idaho).

"Cause exists under Sec. 1112(b)(1) and (4) for dismissal or
conversion of the case," Judge Myers writes.  "The Court finds no
factors, see Sec/ 1112(b)(1), which would result in a ruling other
than conversion or dismissal.  The UST's Dismissal Motion will
therefore be granted.  Given a paucity of evidence from the
parties on whether conversion or dismissal would be in the best
interests of creditors and the estate, but based on the entirety
of the record before the Court, it is determined that the case
will be dismissed."

Rental equipment company Roots Rents, Inc., dba Roots Party Time -
- http://www.rentrain.com/-- located in Caldwell, Idaho, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 08-01956) on
September 10, 2009.  The Debtor's counsel is D. Blair Clark, Esq.,
in Boise.  At the time of the filing, the Debtor estimated its
assets at less than $50,000.  In its Schedules, the Debtor
disclosed debts totalling $1,690,590.


ROY GRAY: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------
Joint Debtors: Roy C. Gray, Jr.
               Catharine A. Gray
               P.O. Box 117
               Walterville, OR 97489

Bankruptcy Case No.: 09-66731

Chapter 11 Petition Date: December 10, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley III

Debtors' Counsel: Loren S. Scott, Esq.
                  88 East Broadway
                  Eugene, OR 97401
                  Tel: (541) 868-8005
                  Email: ecf@mb-lawoffice.com

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

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

According to the schedules, the Company has assets of $2,159,679,
and total debts of $8,111,033.

A full-text copy of the Debtors' petition, including a list of
their 13 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/orb09-66731.pdf

The petition was signed by the Joint Debtors.


SAHI & AYANN INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sahi & Ayann, Inc.
          dba One Stop Food Mart
          dba One Stop Food Mart #2
          dba X-Press Mart #5
        2708 Sarratoga Drive
        Winchester, VA 22601

Bankruptcy Case No.: 09-51992

Chapter 11 Petition Date: December 11, 2009

Court: United States Bankruptcy Court
       Western District of Virginia (Harrisonburg)

Judge: Chief Judge Ross W. Krumm

Debtor's Counsel: Christopher L. Rogan, Esq.
                  RoganLawFirm, PLLC
                  30-D Catoctin Circle, SE
                  Leesburg, VA 20175
                  Tel: (703) 771-9191
                  Fax: (703) 771-9797
                  Email: crogan@roganfirm.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 $2,884,400
and total debts of $1,879,667.

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/vawb09-51992.pdf

The petition was signed by Naprinder Sahi, president of the
Company.


SCOTT BRENNER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Scott D. Brenner
        104 Hastings Court
        Vernon Hills, IL 60061

Bankruptcy Case No.: 09-46856

Chapter 11 Petition Date: December 11, 2009

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

Judge: Eugene R. Wedoff

Debtor's Counsel: Mark J. Rose, Esq.
                  Law Offices of Mark J. Rose
                  200 W Adams Suite 2850
                  Chicago, IL 60606
                  Tel: (312) 704-1446
                  Email: mjroseesq@aol.com

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

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

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

The petition was signed by Mr. Brenner.


SIMMONS BEDDING: Obtains Final Financing Approval
-------------------------------------------------
According to Bill Rochelle at Bloomberg News, mattress maker
Simmons Bedding Co. and parent Simmons Co. were given final
approval from the Bankruptcy Court for $35 million in debtor-in-
possession financing.

A syndicate of lenders led by Deutsche Bank Trust Company Americas
as administrative agent, is providing the DIP financing.
The DIP facility will mature six months from the petition date,
and may be extended by another six months.  The DIP facility will
incur this annual interest:

     a. Base Rate Loans -- Base Rate + 3.50% with a 4.00% Base
        Rate floor.

     b. LIBOR Loans: LIBOR + 4.50% with a 3.00% LIBOR floor.

In the event of default, the Debtors will pay an additional 2.00%
default interest per annum.

Due to the confidentiality provisions in the commitment letter,
prohibiting disclosure of the fee letter, DIP obligors haven't
filed a copy of the fee letter, nor have they disclosed the fees.
The Debtors will provide certain parties with a copy of the fee
letter.

The Debtors' obligations under the DIP facility are secured by:

     a. a perfected first priority lien on unencumbered
        prepetition and postpetition property of the DIP obligors,
        including proceeds or property recovered in respect of any
        avoidance actions;

     b. a perfected junior lien on prepetition and postpetition
        property of the DIP obligors now existing or hereafter
        acquired and all proceeds that is otherwise subject to a
        valid and perfected lien in existence on the Commencement
        Date or a valid lien perfected after the Commencement Date
        to the extent that the perfection is expressly permitted
        under the Bankruptcy Code; and

     c. a perfected first priority senior priming lien on current
        or hereafter acquired property of the DIP obligors and
        proceeds that (a) constitute collateral under the
        Prepetition Credit Agreement, subject to liens that were
        senior to the liens of the prepetition secured parties as
        of the Commencement Date, (b) is subject to a lien granted
        after the Commencement Date to provide adequate protection
        in respect of the prepetition obligations, or (c) is
        subject to a valid lien in effect on the Commencement Date
        that is junior to the liens that secure the collateral
        under the Prepetition Credit Agreement.

Obligations of the DIP obligors under the DIP Credit Agreement
will be ranked as superpriority administrative expense claims and
senior to administrative expenses, adequate protection claims and
other claims against the DIP obligors, subject only to a carve-
out.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees: up to $7,000,000 in fees payable to professional
employed in the Debtors' case; and fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

The Debtors covenant with the lenders not to let their EBITDA fall
below:

                                  Cumulative Consolidated
        Date                         Adjusted EBITDA
        ----                      -----------------------
    November 30, 2009                  $133,400,000
    December 31, 2009                  $132,300,000
    January 31, 2010                   $122,900,000
    February 28, 2010                  $117,700,000
    March 31, 2010                     $109,100,000
    April 30, 2010                     $106,800,000
    May 31, 2010                       $107,400,000
    June 30, 2010                      $103,000,000
    July 31, 2010                       $96,700,000
    August 31, 2010                     $94,300,000
    September 30, 2010                  $93,100,000
    October 31, 2010                    $88,100,000

The Debtors also covenant with the lenders to deliver to the
lenders monthly, quarterly and annual financial statements and
compliance certificates.

The Debtors also sought and secured authority from the Court to
use cash collateral securing their obligation to their prepetition
lenders.

The prepetition secured parties consented to the DIP obligors' use
of cash collateral.

Messrs. Collins and Merchant explained that the Debtors will use
the money for working capital and general corporate purposes.
They said that the Debtors will also use the Cash Collateral to
provide additional liquidity.

In exchange for using the cash collateral, the Debtors grant, as
adequate protection for the prepetion secured lenders, a valid,
perfected and enforceable security interest in and lien on upon
all existing and after acquired property of the DIP obligors.  The
lien will be subject and subordinate to the permitted prepetition
liens, the DIP liens, the carve-out, and the permitted liens.

The Debtors also grant to the prepetition secured lenders (i) a
superpriority claim subject and subordinate to the Carve-Out and
the superpriority claim granted to the DIP Agent and the DIP
Lenders; (ii) a replacement lien subject to permitted liens, the
Carve-Out, the DIP liens, and the permitted prepetition liens; and
(iii) the payment of (a) unpaid per-petition interest, fees and
costs (b) post-petition, non-default interest, fees and costs, (c)
regularly scheduled payments under the Hedge Agreements, (d)
scheduled amortization payments in respect of the Tranche D Term
Loan, (e) mandatory prepayments under certain circumstances, and
(f) reasonable fees and expenses incurred or accrued by the
prepetition agent under the prepetition loan documents.

The Debtors promise to provide the lenders monthly reports.

The Debtors will use the collateral pursuant to a weekly budget.

                        About Simmons Bedding

Atlanta, Georgia-based Simmons Bedding Company -- aka Simmons
Company a Corporation of Delaware; Simmons Company, N.A.; Simmons;
Simmons Company (U.S.A.); Simmons Co.; Simmons Company, a Delaware
Corporation; Simmons Bedding; Simmons USA Company; THL Bedding
Company; Simmons U.S.A. Company; Simmons U.S.A. Corporation;
Simmons Bedding Company -- is a holding company with no operating
assets. Through its wholly-owned subsidiary, Bedding Holdco
Incorporated, which is also a holding company, Simmons Company
owns the common stock of Simmons Bedding Company.  All of Simmons
Company's business operations are conducted by Simmons Bedding
Company and its direct and indirect subsidiaries.  Simmons
Company, together with its subsidiaries, is one of the largest
bedding manufacturers in North America.

The Company filed for Chapter 11 bankruptcy protection on
November 16, 2009 (Bankr. D. Delaware Case No. 09-14037).  The
Company's affiliates also filed separate Chapter 11 petitions.
Simmons Bedding listed $895,970,000 in assets and $1,263,522,000
in liabilities as of June 27, 2009.


SIRIUS XM: XM Satellite Certificate of Incorporation Amended
------------------------------------------------------------
XM Satellite Radio Holdings Inc. on December 8, 2009, filed an
Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware to, among other
things, reduce the number of shares of common stock that the
Company is authorized to issue.

The total number of shares the Corporation has the authority to
issue is 1,000 shares of Common Stock, $0.01 par value per share.

On July 28, 2008, XM Holdings merged with and into Vernon Merger
Corporation, a wholly owned subsidiary of Sirius Satellite Radio
Inc. and, as a result, XM Holdings is now a wholly owned
subsidiary of SIRIUS.  Sirius Satellite Radio Inc. was later
renamed Sirius XM Radio Inc.

At September 30, 2009, XM Holdings had $4,227,144,000 in total
assets against $5,027,358,000 in total liabilities, resulting in
$800,214,000 in stockholder's deficit.

As of September 30, 2009, Sirius XM Radio had $7,268,943,000 in
total assets against $7,261,298,000 in total liabilities.  Sirius
XM Radio's September 30 balance sheet showed strained liquidity:
$811,110,000 in total current assets against $2,016,444,000 in
total current liabilities.

                       About SIRIUS XM Radio

Based in New York, SIRIUS XM Radio Inc. broadcasts in the United
States music, sports, news, talk, entertainment, traffic and
weather channels for a subscription fee through proprietary
satellite radio systems.  Subscribers can also receive certain
music and other channels over the Internet.  The Company's
satellite radios are primarily distributed through automakers,
retailers and the Company's Web sites.   The Company has
agreements with every major automaker to offer SIRIUS or XM
satellite radios as factory or dealer-installed equipment in their
vehicles.  SIRIUS and XM radios are also offered to customers of
rental car companies.

Sirius XM continues to carry Moody's Ca Corporate Family Rating
and Caa3 Probability of Default Rating.  In August 2009, Standard
& Poor's raised its corporate credit rating on Sirius XM and XM
Satellite Radio Holdings to 'B-' from 'CCC+'.


SMURFIT-STONE: Judge Denies Shareholders Plea for Committee
-----------------------------------------------------------
U.S. Bankruptcy Judge Brendan Linehan Shannon entered a three-page
opinion denying a plea by shareholders of Smurfit-Stone Container
Corp. for an official committee to represent equity holders.

According to Bill Rochelle at Bloomberg News, the judge said an
equity committee should be appointed for the corrugated container
and containerboard maker only when there is a "substantial
likelihood" of a "meaningful distribution" to existing
shareholders.

The report relates that from the evidence, Judge Shannon concluded
that secured and unsecured claims total $5.63 billion, not
including interest on unsecured claims.  The judge said in a
footnote that interest presumably must be paid on unsecured claims
before shareholders are entitled to retain stock in Chapter 11.

The ruling caused Smurfit stock to lose 74% of its value Thursday.
The shares closed at 8.7 cents, down almost 25 cents in over-the-
counter trading.

Smurfit-Stone Container and its units have asked the Court to deny
Caspian Capital Advisors' and Mariner Investment Group LLC's
request to form an official committee of equity holders.

Smurfit's counsel, James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois, explains that there is clearly no value for
equity security holders because parties with economic "skin in the
game" negotiated a plan of reorganization based on Smurfit-Stone
Container Corporation's projections and were extensively vetted by
the Official Committee of Unsecured Creditors.

                        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)


SOLUTIONSBANK, KANSAS: Closed; Arvest Bank Assumes All Deposits
---------------------------------------------------------------
SolutionsBank, Overland Park, Kansas, was closed December 11 by
the Office of the State Bank Commissioner of Kansas, which
appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Arvest Bank, Fayetteville,
Arkansas, to assume all of the deposits of SolutionsBank.

The six branches of SolutionsBank will reopen during normal
business hours as branches of Arvest Bank.  Depositors of
SolutionsBank will automatically become depositors of Arvest Bank.
Deposits 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 coverage. Customers should continue to use
their existing branch until they receive notice from Arvest Bank
that it has completed systems changes to allow other Arvest Bank
branches to process their accounts as well.

As of September 30, 2009, SolutionsBank had total assets of $511.1
million and total deposits of approximately $421.3 million.
Arvest Bank did not pay the FDIC a premium for the deposits of
SolutionsBank.  In addition to assuming all of the deposits of the
failed bank, Arvest Bank agreed to purchase essentially all of the
assets.

The FDIC and Arvest Bank entered into a loss-share transaction on
approximately $411.3 million of SolutionsBank's assets.  Arvest
Bank will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector. The transaction also is expected to minimize
disruptions for loan customers. For more information on loss
share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-1439.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/solutions.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $122.1 million.  Arvest Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  SolutionsBank is the 133rd FDIC-
insured institution to fail in the nation this year, and the third
in Kansas.  The last FDIC-insured institution closed in the state
was First National Bank of Anthony, Anthony, on June 19, 2009.


SPRINT NEXTEL: Amends and Supplements Schedule 13D filed Oct 28
---------------------------------------------------------------
Sprint Nextel Corp. has filed with the Securities and Exchange
Commission Amendment No. 1 to its Schedule 13D which was
initially filed on October 28, 2009, with respect to the common
stock, par value $.01 per share, of iPCS, Inc.  Items 4, 5 and 6
have been amended in this Amendment No. 1 as a result of the
merger of Ireland Acquisition Corporation, a wholly owned
subsidiary of Sprint Nextel, with and into the iPCS, Inc. on
December 4, 2009.

As reported in the TCR on December 8, 2009, Sprint Nextel
Corporation on December 4 said it has successfully
completed its acquisition of iPCS, Inc.  Under the terms of the
transaction, announced in October, Sprint Nextel acquired iPCS for
approximately $831 million, including the assumption of
$405 million of net debt.  Sprint Nextel acquired all of iPCS's
outstanding common shares for $24.00 per share in an all-cash
transaction.

As a result of the completion of the merger, iPCS is now a wholly-
owned subsidiary of Sprint Nextel.  iPCS shares ceased trading on
NASDAQ as of the closing of the market Friday and will be
delisted.  The completion of this acquisition also allows Sprint
Nextel and iPCS to resolve all the litigation pending between
them.

On November 25, 2009, pursuant to the Agreement and Plan of
Merger, dated as of October 18, by and among Sprint Nextel
Corporation, Ireland Acquisition Corporation, a wholly owned
subsidiary of Sprint Nextel, and iPCS, Inc., Sprint Nextel
completed a cash tender offer to acquire all of the outstanding
shares of common stock, par value $0.01 per share, of iPCS at a
price of $24.00 per share, net to the holder in cash, without
interest and less any required withholding taxes.

At the expiration of the Tender Offer, a total of 10.399 million
shares of iPCS common stock were validly tendered and not
withdrawn (with approximately 1.893 million additional shares
being tendered by notice of guaranteed delivery).  As of
December 3, 2009, the offeror held approximately 11.593 million
shares, representing 70.3% of the outstanding shares.

In order to complete the merger as a "short form" merger under
Delaware law, the offeror exercised its Top-Up Option.  The
offeror purchased the shares pursuant to the exercise of the Top-
Up Option on December 4, 2009, following which the offeror
effected a short-form merger with and into iPCS under Delaware
law.  As a result of the merger, the separate corporate existence
of the offeror ceased and iPCS continues as the surviving
corporation of the merger and a wholly owned subsidiary of Sprint
Nextel.

A full-text copy of Sprint Nextel's amended Schedule 13D is
available for free at http://researcharchives.com/t/s?4b84

A full-text copy of Sprint Nextel's Schedule 13D is available for
free at http://researcharchives.com/t/s?47e0

                        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.



SPRINT NEXTEL: AXA Financial et al. Hold 10.1% of COM SER 1
-----------------------------------------------------------
AXA Assurances I.A.R.D Mutuelle, and AXA Assurances Vie Mutuelle
in Paris, France; AXA also in Paris; and AXA Financial, Inc. in
New York, report holding 291,462,845 shares or roughly 10.1% of
Sprint Corp. COM SER 1 securities as of November 30, 2009.

                     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 and Standard & Poor's (BB/Negative/--) ratings.


SOUTH FINANCIAL: Receives Non-Compliance Notice From NASDAQ
-----------------------------------------------------------
The South Financial Group, Inc., disclosed that, as a result of
its trading price over a recent consecutive 30 business day
period, on December 4, 2009, it received a letter from The NASDAQ
Stock Market relating to the Company's non-compliance with Rule
5450(a)(1) of the NASDAQ Marketplace Rules.  Under NASDAQ
Marketplace Rule 5450(a)(1), all companies with their primary
equity securities listed on The NASDAQ Global Select Market are
required to maintain a minimum bid price of $1.00 per share for
continued listing. Because the Company's stock price was less than
the $1.00 bid price for a period of 30 consecutive business days,
the Company received the notice required under NASDAQ Marketplace
Rule 5810 notifying the Company of its non-compliance with such
minimum bid price requirements.

The NASDAQ notification letter has no effect on the listing of the
Company's common stock at this time, and its common stock will
continue to trade on The NASDAQ Global Select Market under the
symbol "TSFG."  In accordance with NASDAQ listing rules, the
Company has a 180 calendar day grace period, or until June 2,
2010, to comply with the minimum bid price requirement.  To regain
compliance, the closing bid price of the Company's common shares
must meet or exceed $1.00 per share for at least ten consecutive
business days prior to June 2, 2010.  If the Company does not
regain compliance with the minimum bid price rule by June 2, 2010,
NASDAQ will again provide written notification that the Company's
securities are subject to potential delisting.  At that time, the
Company may appeal the delisting determination to a NASDAQ
Hearings Panel.  Alternatively, the Company could be eligible for
an additional grace period of 180 calendar days if it applies to
transfer the listing of its common shares to The NASDAQ Capital
Market and satisfies all criteria for initial listing on The
NASDAQ Capital Market other than the minimum bid price
requirement.

The Company intends to actively monitor the bid price for its
common stock, and will consider various options to resolve the
deficiency and comply with the NASDAQ minimum bid price
requirement.

The South Financial Group -- http://www.thesouthgroup.com/-- is a
bank holding company focused on serving small businesses, middle
market companies, and retail customers in the Carolinas and
Florida.  At September 30, 2009, it had approximately
$12.3 billion in total assets and 177 branch offices.  TSFG
operates Carolina First Bank, which conducts banking operations in
North Carolina and South Carolina (as Carolina First Bank), in
Florida (as Mercantile Bank), and on the Internet (as Bank
CaroLine).  At September 30, 2009, approximately 45% of TSFG's
total customer deposits were in South Carolina, 43% were in
Florida, and 12% were in North Carolina.


SPA CHAKRA: Files for Bankruptcy to Consummate Sale to Hercules
---------------------------------------------------------------
Spa Chakra, Inc., on Friday said it is proceeding towards a sale
of substantially all of its assets to Hercules Technology Growth
Capital (Nasdaq: HTGC), the specialty finance company providing
venture debt and equity to venture capital and private equity-
backed technology and life science companies at all stages of
development.

As part of the process to successfully complete the sale, Spa
Chakra has filed for protection under Chapter 11 of the U.S.
Bankruptcy Code with the U.S. Bankruptcy Court for New York.  As
part of the filing, Spa Chakra has arranged for immediate
financing from Hercules, which will be used by Spa Chakra to fund
normal business operations during the sale process.

"Spa Chakra and Hercules have had an incredibly effective working
relationship since 2008 and both parties agree that this current
transaction is a fantastic opportunity for the successful
operations of the business.  The mechanics of the transaction will
have no impact on the day-to-day operations of Spa Chakra -- with
the immediate financial backing of Hercules, Spa Chakra will
continue to provide the highest quality spa services for our
clients at our prominent spa locations worldwide," said Michael
Canizales, founder and chief executive officer of Spa Chakra, Inc.

"Having worked with and provided additional financing to Spa
Chakra for the last two years, Hercules recognizes the investment
potential that Spa Chakra represents," said Manuel A. Henriquez,
co-founder, chairman and chief executive officer of Hercules.
"Because of this potential, we have decided to continue to support
and provide additional financing, so that Spa Chakra could have
immediate liquidity while we move forward with the anticipated
acquisition. Uniquely positioned in the marketplace, Spa Chakra
has developed a strong network of luxury spas worldwide and
leading high-end luxury cosmetic brands that we believe position
the company for future growth post the Chapter 11 reorganization.
We are confident that the company will continue to execute its
growth strategy and anticipate that Spa Chakra, shortly after
emerging from its reorganization, will swiftly return to
profitability."

             About Hercules Technology Growth Capital

Hercules Technology Growth Capital, Inc. -- http://www.htgc.com/
-- is a NASDAQ traded specialty finance company providing debt and
equity growth capital to technology and life science companies at
all stages of development.  Founded in December 2003, the company
primarily finances privately held companies backed by leading
venture capital and private equity firms.  Hercules invests in a
broad range of ventures active in technology and life science
industries and offers a full suite of growth capital products at
all levels of the capital structure.  The company is headquartered
in Palo Alto, Calif. and has additional offices in the Boston,
Boulder and Chicago areas.  Providing capital to publicly-traded
or privately-held companies backed by leading venture capital and
private equity firms involves a high degree of credit risk and may
result in potential losses of capital.

                         About Spa Chakra

Initially founded in 1998 in Australia, Spa Chakra has continued
to expand both domestically and overseas, and is currently
recognized as one of the top spa operators in the world.  Spa
Chakra provides its clients with comprehensive health and wellness
care in an environment that integrates conventional and holistic
methods with a definitive sensorial experience.


SPA CHAKRA INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Spa Chakra, Inc.
        111 West 57th Street, Suite 1400
        New York, NY 10019

Case No.: 09-17260

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Spa Chakra LLC                                     09-17261

Chapter 11 Petition Date: December 10, 2009

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

Debtor's Counsel: Joseph Thomas Moldovan, Esq.
                  Morrison Cohen LLP
                  909 Third Avenue
                  New York, NY 10022-4731
                  Tel: (212) 735-8600
                  Fax: (212) 735-8708
                  Email: Bankruptcy@Morrisoncohen.Com

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

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

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


SPANSION INC: Creditors Seek Court OK to File Own Plan
------------------------------------------------------
Daily Bankruptcy Review reports a group of Spansion Inc.'s
unsecured creditors is withdrawing its support for the Debtors'
bankruptcy plan.  The group is seeking approval to put forth its
own reorganization proposal for Spansion.

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: Amends and Supplements Schedule 13D filed Oct 28
---------------------------------------------------------------
Sprint Nextel Corp. has filed with the Securities and Exchange
Commission Amendment No. 1 to its Schedule 13D which was
initially filed on October 28, 2009, with respect to the common
stock, par value $.01 per share, of iPCS, Inc.  Items 4, 5 and 6
have been amended in this Amendment No. 1 as a result of the
merger of Ireland Acquisition Corporation, a wholly owned
subsidiary of Sprint Nextel, with and into the iPCS, Inc. on
December 4, 2009.

As reported in the TCR on December 8, 2009, Sprint Nextel
Corporation on December 4 said it has successfully
completed its acquisition of iPCS, Inc.  Under the terms of the
transaction, announced in October, Sprint Nextel acquired iPCS for
approximately $831 million, including the assumption of
$405 million of net debt.  Sprint Nextel acquired all of iPCS's
outstanding common shares for $24.00 per share in an all-cash
transaction.

As a result of the completion of the merger, iPCS is now a wholly-
owned subsidiary of Sprint Nextel.  iPCS shares ceased trading on
NASDAQ as of the closing of the market Friday and will be
delisted.  The completion of this acquisition also allows Sprint
Nextel and iPCS to resolve all the litigation pending between
them.

On November 25, 2009, pursuant to the Agreement and Plan of
Merger, dated as of October 18, by and among Sprint Nextel
Corporation, Ireland Acquisition Corporation, a wholly owned
subsidiary of Sprint Nextel, and iPCS, Inc., Sprint Nextel
completed a cash tender offer to acquire all of the outstanding
shares of common stock, par value $0.01 per share, of iPCS at a
price of $24.00 per share, net to the holder in cash, without
interest and less any required withholding taxes.

At the expiration of the Tender Offer, a total of 10.399 million
shares of iPCS common stock were validly tendered and not
withdrawn (with approximately 1.893 million additional shares
being tendered by notice of guaranteed delivery).  As of
December 3, 2009, the offeror held approximately 11.593 million
shares, representing 70.3% of the outstanding shares.

In order to complete the merger as a "short form" merger under
Delaware law, the offeror exercised its Top-Up Option.  The
offeror purchased the shares pursuant to the exercise of the Top-
Up Option on December 4, 2009, following which the offeror
effected a short-form merger with and into iPCS under Delaware
law.  As a result of the merger, the separate corporate existence
of the offeror ceased and iPCS continues as the surviving
corporation of the merger and a wholly owned subsidiary of Sprint
Nextel.

A full-text copy of Sprint Nextel's amended Schedule 13D is
available for free at http://researcharchives.com/t/s?4b84

A full-text copy of Sprint Nextel's Schedule 13D is available for
free at http://researcharchives.com/t/s?47e0

                        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.


STATION CASINOS: Unsec. Creditors Oppose Advisor for Board
----------------------------------------------------------
BankruptcyData reports that Station Casinos' official committee of
unsecured creditors filed with the Bankruptcy Court an objection
to the board of directors' special litigation committee's motion
seeking to retain Global Gaming & Hospitality as real estate
advisor.

According to Bdata, the objection states, "The retention of Global
does not assist in those efforts or add any additional value or
input to the next steps in these Chapter 11 Cases.  The fact that
the Debtors, after vigorously objecting to the Committee's efforts
to engage a consulting expert and complaining loudly regarding the
incurrence of additional professional fees, apparently have no
problem permitting the estates to incur such fees through the
hiring of yet another consultant on the Debtors' side is a
dangerous precedent threatening to undermine the fairness and
transparency of the chapter 11 process.  As a result, any
engagement by the Debtors of Global at this time will be an
unnecessary depletion of estate resources."

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


SUNGARD DATA: Bank Debt Trades at 8.03% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
91.97 cents-on-the-dollar during the week ended Friday, Dec. 11,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.81 percentage points from the previous week, The Journal
relates.  The Company pays 375 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 28, 2014.  The
bank loan is not rated by Moody's while it carries Standard &
Poor's BB rating.  The debt is one of the biggest gainers and
losers among 175 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Dec. 11.

SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

As stated by the Troubled Company Reporter on Sept. 1, 2009,
Moody's Investors Service affirmed SunGard's 'B2' corporate family
and probability of default ratings, along with its SGL-2
speculative grade liquidity rating.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.


TAREQ SALAHI: Gave Phony Watch to Pay Off Landscaper
----------------------------------------------------
According to an article posted at The Washington Post's The
Reliable Source section, Ray Cosey, owner of the R.E. Jewelers
Watch & Clock in Chambersburg, Pennsylvania, said the Patek
Philippe timepiece Tareq and Michaele Salahi turned over to pay
off their landscaper's roughly $2,000 claim was fake.

The timepiece can cost more than $15,000.

"Right away, we could see it was an imitation," said Mr. Cosey, in
the business for 36 years, according to Washington Post.  Mr.
Cosey appraised the watch at about $100.

Washington Post relates landscaper Mike Dunbar took the Salahis to
court for unpaid bills and legal fees.  The Post relates that when
the couple couldn't hand over the cash, a Warren County, Va.,
judge ordered the watch off Mr. Tareq's wrist -- and Mr. Dunbar's
attorney was holding the timepiece for possible sale to cover
costs.  The watch was sent to Mr. Cosey for authentication and
possibly repairs, after the clerk's office said it wasn't working,
according to the report.

"Instead, the Salahis on Monday delivered a certified check to
Dunbar's counsel for $2,063.35, which allowed them to retrieve the
watch," the Post relates.

According to Washington Post, J. Daniel Pond III, Mr. Dunbar's
lawyer, said he had assurance from the bank that the certified
check was legitimate, but said he didn't have an easy way of
knowing whether the watch was real when he saw Mr. Tareq with it
last Friday.

Various reports say the Salahis gate-crashed during a White House
dinner in November.

An article by Jacqueline Palank posted on The Wall Street
Journal's Bankruptcy Beat says Georgetown law professor and Credit
Slips blogger Adam Levitin delved into the bankruptcy filings of
Oasis Vineyards Inc. -- which filed a Chapter 11 petition in
December 2008 -- and Oasis Enterprises Inc. -- which filed for
Chapter 7 liquidation in February.  Mr. Levitin has deduced that
Oasis Vineyards, which Tareq owns with his parents, was the
operating winery.  Mr. Levitin wasn't sure, however, what Oasis
Enterprises did "other than run an Aston-Martin and boat and go to
Redskins games."  The latter company has two claims against the
former: $50,000 for services provided to support two years' of
vineyard operations and $224,000 to rent a FedEx Redskins suite,
plus catering, over four seasons.

According to a November 2009 article posted at American Bankruptcy
Institute's Bankruptcy Blog Exchange, Oasis Vineyards has three
shareholders:  Mr. Salahi (5%), his mother (40%, also president of
Oasis Vineyards), and his father (55%).  Oasis Vineyards
bankruptcy petition listed assets of $333,000 and liabilities of
$1.9 million.

The ABI Blog Exchange article said that in April 2009, the U.S.
Trustee filed a motion to convert the case to Chapter 7
liquidation or have it dismissed because the debtor failed to file
its monthly operating reports and had not filed a plan of
reorganization.  The article says the court has postponed ruling
on the motion to convert or dismiss because of the death of the
debtor's counsel.

The ABI Blog Exchange also said Oasis Enterprises, Inc., a/k/a
Oasis Winery, of which Mr. Salahi is the president and sole
shareholder, filed for Chapter 7 bankruptcy in February 2009.
That case is still pending.  The petition listed assets of
$339,000 and liabilities of $982,000.  The ABI Blog Exchange said
the petition stated Oasis Enterprise's income fell from $1.7
million in 2007 to a mere $35,000 in 2008.  The ABI Blog Exchange
noted in 2008, a bank repossessed a $150,000 Aston-Martin car
(resulting in a $85,000 deficiency) and a $90,000 Carver 350
Mariner Boat from Oasis Enterprises (resulting in a $56,000
deficiency judgment).


TARGA RESOURCES: Bank Debt Trades at 2.25% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Targa Resources,
Inc., is a borrower traded in the secondary market at 97.75 cents-
on-the-dollar during the week ended Friday, Dec. 11, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.93
percentage points from the previous week, The Journal relates The
loan matures on Oct. 31, 2012.  The Company pays 500 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by Moody's and Standard & Poor's.  The debt is one of the
biggest gainers and losers among 175 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Dec. 11.

Targa Resources, Inc. -- http://www.targaresources.com/-- is a
provider of midstream natural gas and natural gas liquid services
in the United States.  The Company provides these services through
its integrated platform of midstream assets.  Its gathering and
processing assets are located in the Permian Basin in west Texas
and southeast New Mexico, the Louisiana Gulf Coast primarily
accessing the offshore region of Louisiana, and, through Targa
Resources Partners LP, the Fort Worth Basin/ Bend Arch in north
Texas, the Permian Basin in west Texas and the onshore region of
the Louisiana Gulf Coast.  Its NGL logistics and marketing assets
are located primarily at Mont Belvieu and Galena Park near
Houston, Texas and in Lake Charles, Louisiana, with terminals and
transportation assets across the United States.


TAVERN ON THE GREEN: To Hold Big New Year's Eve Bash
----------------------------------------------------
According to an article by Jacqueline Palank posted on The Wall
Street Journal's Bankruptcy Beat, Tavern on the Green plans to say
goodbye to 2009 with a big New Year's Eve bash.

The article says the restaurant has announced its plans to
"fulfill any New Year's fantasy" with a bash that includes an open
bar from 10 p.m. until 4 a.m.; a dinner buffet where guests can
nosh on everything from Italian charcuterie, veal and mini burgers
to various pastas and desserts; and two surprise DJs spinning
house, hip-hop and rock music.  Party planners also promise a view
of the fireworks in Central Park, according to the article.

"This year saw Chief Executive Jennifer LeRoy, whose father opened
the restaurant in 1976, lose her bid to continue operating the
Central Park attraction.  Instead, New York City -- which owns the
restaurant -- issued a new 20-year license to restaurateur Dean
Poll that's slated to take effect in 2010.  The decision, as well
as the economic downturn, spurred Tavern on the Green to seek
Chapter 11 protection in September," the article says.

The WSJ Blog article notes Tavern's current operators are locked
in a legal battle with New York City over who is the rightful
owner of the "Tavern on the Green" name, a valuable asset the
operators peg at $19 million.

The New York Times in November said Judge Allan L. Gropper at the
United States Bankruptcy Court in Manhattan allowed the official
committee of unsecured creditors in the bankruptcy case of Tavern
on the Green to participate in the trademark proceedings.

An article by Glenn Collins posted on NY Times Blog said the
current operators of Tavern filed for bankruptcy in September,
after the city parks department granted Dean J. Poll, who runs the
Boathouse in Central Park, the right to operate Tavern starting
January 1.

The NY Times said lawyers for Tavern originally asked Judge
Gropper to give the restaurant three months to auction off its
fixtures and furnishings.  The city wanted the auction to be held
before January 1, forcing the restaurant to close in December, its
most lucrative month.  According to the Times, Judge Gropper said
from the bench that he would prefer that the LeRoys have until the
end of January to sell the fixtures.

Built in 1870 and launched as a restaurant in 1934, Tavern on the
Green, located in Central Park in New York City, is one of the
largest and most famous independently run restaurants in the
United States.  Tavern on the Green is the second-highest grossing
restaurant in the U.S. in 2008.  It was founded in 1934 by New
York Parks Commissioner Robert Moses and the license was bought by
restaurateur Warner LeRoy in 1974.

The Company filed for Chapter 11 on September 9, 2009 (Bankr.
S.D.N.Y. Case No. 09-15450).  It listed assets and debts of as
much as $50 million each.


TELESAT CANADA: Bank Debt Trades at 6.07% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Telesat Canada is
a borrower traded in the secondary market at 93.93cents-on-the-
dollar during the week ended Friday, Dec. 11, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.11 percentage
points from the previous week, The Journal relates.  The loan
matures on June 6, 2014.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated by
Moody's and Standard & Poor's.  The debt is one of the biggest
gainers and losers among 175 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Dec. 11.

Headquartered in Ottawa, Ontario, Canada, Telesat Canada is the
world's fourth largest provider of fixed satellite services and
one of three companies operating on a global basis.  The company
has a fleet of 12 in-orbit satellites comprised of ten owned and
operated satellites, one satellite with a prepaid lease, and one
satellite leased from DIRECTV, Inc.

Telesat carries 'B2' long term corporate family ratings from
Moody's and 'B+' issuer credit ratings from Standard & Poor's.


TOMMY ARMOUR III: Files for Chapter 33 in Dallas
------------------------------------------------
Professional golfer Tommy Armour III filed for Chapter 11
bankruptcy protection on December 11, 2009, before the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
division.

According to the petition, this is Mr. Armour's third bankruptcy
filing for the past eight years.  He also sought bankruptcy
protection on December 3, 2001 (Case No. 01-80247) and February 3,
2003 (Case No. 03-31346).

The petition listed $1,401,038,605 in total assets and $1,709,304
in total debts.  The bulk of the assets relates to Mr. Armour's
interest in PGA Tour and Champions Tour, pegged at $1,400,000,000,
and PGA Tour Life Insurance (term policy), value of which is
unknown.  His assets also include two Sphynx cats valued at $2,000
and a Ragdoll cat valued at $1,000.

The bankruptcy petition says the interests in the PGA Tour and
Champions Tour are exempted under Tex. Prop. Code Section 42.0021;
while the PGA Tour Life Insurance (term policy) are exempt under
Tex. Ins. Code Section 1108.051.  The petition says the pets are
exempted under Tex. Prop. Code Sections 42.001(a), 42.002(a)(11).

Mr. Armour's debt obligations include a $272,309 mortgage held by
GMAC Mortgage on his property at 4211 St. Andrews Blvd., Irving,
TX 75038, and $4,982 in taxes on the property held by Irving ISD
Tax Office.

Tommy Armour III has been a professional golfer for 28 years.
According to the PGA Tour's Web site, Mr. Armour's best finish on
the PGA TOUR in 2009 is T6th at the Shell Houston Open.  He ranks
T95th in Driving Distance on the PGA TOUR.


TOMMY ARMOUR III: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tommy Armour, III
          aka Tommy Armour
        4211 Saint Andrews Blvd.
        Irving, TX 75038

Bankruptcy Case No.: 09-38457

Chapter 11 Petition Date: December 11, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

About the Debtor: Tommy Armour III has been a professional golfer
                  for 28 years.  According to the PGA Tour's Web
                  site, Mr. Armour's best finish on the PGA TOUR
                  in 2009 is T6th at the Shell Houston Open.  He
                  ranks T95th in Driving Distance on the PGA TOUR.

                  According to the petition, this is Mr. Armour's
                  third bankruptcy filing for the past eight
                  years.

Debtors' Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

Estimated Assets: More than $1,000,000,000

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

According to the schedules, the Company has assets of
$1,401,038,605, and total debts of $1,709,304.

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

            http://bankrupt.com/misc/txnb09-38457.pdf

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                    Nature of Claim        Claim Amount
  ------                    ---------------        ------------
Internal Revenue Service    Tax for 2002, 2005,    $583,100
Special Procedures          2006, 2007
1100 Commerce Street
Mail Code DAL-5020
Dallas, Texas 75242

Internal Revenue Service    1040 Taxes             $307,255
Special Procedures
1100 Commerce Street
Mail Code DAL-5020
Dallas, Texas 75242

Internal Revenue Service    1040 Taxes             $259,528
Special Procedures
1100 Commerce Street
Mail Code DAL-5020
Dallas, Texas 75242

William K. Rosenberry       Collecting for-        $69,236
                            Integrated Media
                            Environments

Robert D. Spaletto          Unsecured loan         $57,500

Ascend Financial Services   Unsecured Debt         $50,000

GMAC                        Vehicle Lease Purchase $46,587
                                                   Value: $0

The Roberts Law Firm        Attorney Fees          $15,520
The Fairways I

Jeff Green                  Unsecured Debt         $10,000

McKinnon, Wooton &          Business debt          $7,420
Associates, LLC

Gio Valiante                Business debt          $5,000

Mercedes-Benz Credit        Lease on Mercedes-     $3,660
                            Benz S class

Preston National Bank-VISA  Credit Card            $2,972

Farmers Insurance Group     Insurance              $1,978

ChiroSport Specialists PA   Medical Bill           $1,632

Preston National Bank-      Credit Card            $1,296
Mastercard

The Las Colinas Association Dues                   $1,079

TPC Sawgrass                Business Debt          $898

City of Irving Utility      Utilities              $818
Billing

Texas Comptroller of        Franchise Tax          $768
Public Accounts

The petition was signed by Tommy Armour, III.


TONGLI PHARMACEUTICALS: Incurs $10,829 Net Loss in FY 2010 Q2
-------------------------------------------------------------
Tongli Pharmaceuticals (USA), Inc. and subsidiaries reported a net
loss of $10,829 on revenue of $546,281 for the three months ended
September 30, 2009, compared with net income of $487,036 on
revenue of $1,645,540 in the same period ended September 30, 2008.

The Company says that the $1.09 million revenue decrease was
mainly attributable to the general slowdown of the economy in
China as well as the seasonal production suspension and the
Company's factory facility maintenance in August 2009.

The decrease in net income was primarily due to decreased sales.

For the six months ended September 30, 2009, the Company reported
net income of $623,079 on revenue of $2,893,375, compared with net
income of $992,021 on revenue of $3,310,710 for the same period
ended September 30, 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $10,394,679 in total assets, $1,885,430 in total
liabilities, and $8,509,249 in total shareholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4ba0

                       Going Concern Doubt

As reported in the TCR on July 21, 2009, Paritz & Company, P.A. in
Hackensack, New Jersey expressed substantial doubt about Tongli
Pharmaceuticals' ability to continue as a going concern after
auditing the financial results for the years ended March 31, 2009,
and 2008.  The auditors related that the Company has a working
capital deficit of $275,450 and had minimum cash or available
borrowing capacity as of March 31, 2009.

As of September 30, 2009, the Company's working capital has
improved to $566,178.  The Company says it has taken certain
actions and continues to implement changes designed to improve its
financial results and operating cash flows.  The actions include
certain cost-saving initiatives and continuous development of new
and existing clients.  The Company believes that these actions
will enable it to move towards profitability and improve cash flow
in its continuing operations through the coming year.

                   About Tongli Pharmaceuticals

Based in Flushing, New York, Tongli Pharmaceuticals (USA), Inc.,
through a wholly-owned subsidiary, Harbin Tianmu Pharmaceuticals
Co., Ltd., develops, produces and sells a wide variety of
pharmaceuticals and healthcare products in the People's Republic
of China that are based on traditional Chinese medicine.


TOYS "R" US: Posts $67 Million Net Loss for October 31 Quarter
--------------------------------------------------------------
Toys "R" Us, Inc., said net results improved by $37 million to a
loss of $67 million for the third quarter ended October 31, 2009,
compared to a loss of $104 million for the third quarter of fiscal
2008.  Operating loss improved to $9 million for the third quarter
of fiscal 2009, compared to a loss of $54 million for the third
quarter of fiscal 2008.

"We are happy to announce that our third quarter performance
produced our best operating results for this quarter since 2006,"
said Jerry Storch, Chairman and CEO, Toys "R" Us, Inc.  "For our
business, the third quarter, which ended October 31, is the
prelude to the important holiday season ahead.  It's the period
when we make significant investments in the business by ramping up
store staffing, merchandising and marketing, as we make final
preparations to welcome holiday shoppers."

"We were very aggressive in this lead-up to the fourth quarter,
and believe we are well-positioned to compete in this economic
environment.  Now, with Black Friday behind us and the holiday
shopping season officially underway, we are pleased and energized
by the customer response to our breadth of product selection, our
ownership of the hottest toys, and our cadence of value
offerings."

Drivers of the improved third quarter performance were reduced
operating expenses and an increased gross margin rate (i.e. gross
margin as a percent of sales), which combined to more than offset
the decline in sales.

Net sales during the third quarter of fiscal 2009 were
$2.7 billion, compared to $2.8 billion for the third quarter of
fiscal 2008.  Foreign currency translation contributed a
$50 million increase to net sales.  Comparable store net sales
decreased by 9.3% and 4.7% in the third quarter of fiscal 2009 for
the Company's Domestic and International segments, respectively.
The entertainment product category (which includes video game
hardware and software) accounted for a large majority of the total
sales decline, while total sales in the traditional toy categories
(learning, core, and seasonal) were up slightly.  The company
shifted the domestic toy "Biggest Big Book" promotional event from
the last week of the third quarter in fiscal 2008 to the first
week of the fourth quarter in fiscal 2009, and this also
contributed to the decline in reported sales for the third
quarter.

The gross margin rate in the third quarter was 35.6%, which
represents a 1.0% increase from 34.6% in the third quarter of
fiscal 2008.  The most significant factor driving this improvement
was the shift of business away from the lower margin entertainment
category (which includes video game hardware and software).  SG&A
expense for the quarter decreased by 4.2%, or $39 million, due to
broad expense controls over several categories.  The favorable
SG&A comparison was negatively impacted by foreign currency
translation of $16 million.

Other income was $18 million in the third quarter of fiscal 2009,
compared to $12 million in the third quarter of the prior year.
The increase was primarily due to a $5 million gain on the sale of
an idle distribution center.

Adjusted EBITDA for the third quarter of fiscal 2009 remained
unchanged at $65 million compared to the third quarter of fiscal
2008.

At October 31, 2009, the Company had $9.3 billion in total assets
against total current liabilities of $2.9 billion, long-term debt
of $5.8 billion, deferred tax liabilities of $55 million, deferred
rent liabilities of $273 million, and other non-current
liabilities of $377 million.  At October 31, the Company had
stockholders' deficit of $254 million.

The Company ended the third quarter of fiscal 2009 with cash and
unused credit lines of approximately $1.5 billion, including
approximately $193 million that was available to its Japan
subsidiary.  Long-term debt was lowered by $220 million to
$5.9 billion at the end of the third quarter of fiscal 2009
compared to the third quarter of fiscal 2008.  Year-to-date
capital spending was $145 million, a decrease of $149 million from
2008, as the company has moderated capital spending prudently in
this economic environment.  Total inventory at the end of the
third quarter was down $91 million or 2.8%, compared to the same
period in fiscal 2008.

The Company successfully completed a $725 million senior secured
note offered subsequent to the end of the third quarter, the
proceeds of which, along with cash on hand, were used to repay
$800 million of real estate financing that was due in 2010.

Mr. Storch continued, "Since the end of the second quarter, we
were very pleased to have completed both the $725 million senior
secured note offering and the execution of our $208 million
European and Australian asset-based revolving credit facility.
The execution of these two transactions, in combination with the
other successful refinancing efforts undertaken in the first half
of the year, has now satisfied the significant near-term
refinancing needs of the company."

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?4b90

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4b91

                          About Toys "R" Us

Toys "R" Us, Inc. is a specialty retailer of toy and baby
products.  It currently sells merchandise in more than 1,550
stores, including 849 Toys"R"Us and Babies"R"Us stores in the
United States, and more than 700 international stores in 33
countries, consisting of both licensed and franchised stores.  In
addition, it sells extraordinary toys in two FAO Schwarz stores in
the United States.  It also operates e-commerce sites including
Toysrus.com, Babiesrus.com, eToys.com, FAO.com and
babyuniverse.com, and ePregnancy.com, an online resource for
parents.  Headquartered in Wayne, NJ, Toys"R"Us employs nearly
70,000 associates worldwide.

The Company carries a 'B2' probability of default rating from
Moody's, "B" issuer credit ratings from Standard & Poor's, and
"B-" long term issuer default rating from Fitch.


TRONOX INC: Receives Exclusivity Extension to March 15
------------------------------------------------------
Tronox Inc. sought and obtained an extension until March 15 of the
exclusive right to propose a Chapter 11 plan.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York, in
the request for an extension, said Tronox worked diligently to
create alternatives to the bid submitted by Huntsman Pigments LLC
and Huntsman Australia R&D Company Pty Ltd. not only by locating
committed buyers to compete with Huntsman at the auction, but also
by pursuing a standalone reorganization as an alternative to the
sale.

However, as the Court recently noted, the Debtors' Chapter 11
cases have not yet reached a crossroads.  Thus, Mr. Henes says,
while the positive developments in the business and the Debtors'
good faith effort and significant progress indicate that the
looming decision between a sale and reorganization will be
"difficult, but in the long run to everyone's advantage," the
outcome of the Chapter 11 cases remains unknown.  He avers that
the Debtors should be permitted additional time to build upon
their good faith, dedicated efforts to maximize value and bring
its dual path process to a successful conclusion.

Mr. Henes adds that the Debtors' continuing good faith efforts to
engage with their stakeholders were recently affirmed by a
notable development -- on November 22, 2009, the Official
Committee of Equity Security Holders withdrew its motion to
terminate the Exclusive Periods, citing its desire "to work
constructively with [the Debtors]."

Accordingly, Mr. Henes avers, the Debtors' pursuit of a possible
reorganization in the context of their dual path process is not
opposed by any key constituency.  For these reasons, the Debtors
submit that the requested extension of the Exclusive Periods is
warranted and is not intended to pressure stakeholders.

                         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)


TROPICANA ENT: Gets Nod to Fix Admin. Expense Claims Bar Date
-------------------------------------------------------------
Adamar of New Jersey, Inc., and its affiliate, Manchester Mall,
Inc. obtained the Bankruptcy Court's permission to set a bar date
for filing administrative expense claims.

Administrative Expense Claims will be deemed timely filed only if
they bear an original signature; are sent by regular mail,
overnight mail, or hand delivery; and are actually received by
the Debtors' claim agent, Kurtzman Carson Consultants LLC on or
before 45 days from the Closing Date of the sale of substantially
all of the New Jersey Debtors' assets.

For purposes of the Order, an Administrative Expense Claim
referred to as a Claim, as defined under Section 101(5) of the
Bankruptcy Code, for payment of an administrative expense of a
kind specified under Section 503(b) of the Bankruptcy Code and
entitled to priority pursuant to Section 507(a)(2) of the
Bankruptcy Code, including, but not limited to, the actual,
necessary costs and expenses, incurred on or after the Petition
Date, of preserving the New Jersey Debtors' estates and operating
the New Jersey Debtors' business.

Any claimant allegedly holding an Administrative Expense Claim
against the New Jersey Debtors that is required to file a request
for payment of the claim on or before the Administrative Expense
Claims Bar Date, but fails to do so in a timely manner will be
forever barred, estopped, and enjoined from asserting an
Administrative Expense Claim against the New Jersey Debtors or
their estates.  Any holder of an Administrative Expense Claim,
who fails to timely file a claim, will not be entitled to any
payment in these Chapter 11 cases on account of the
Administrative Expense Claim and will not be entitled to receive
further notices regarding the Claim.


TROPICANA ENT: NJ Debtors Want to Modify Interco. Lease Terms
-------------------------------------------------------------
Pursuant to Section 363(b)(1) of the Bankruptcy Code, Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc., seek
the Court's authority to modify the terms of intercompany leases
effective immediately before the closing on the sale of
substantially all of their assets.

As previously reported, the Court approved the Amended and
Restated Purchase Agreement for the sale of substantially all of
the New Jersey Debtors' assets, and the assumption and assignment
of certain executory contracts and unexpired leases, on
November 4, 2009.

The Original Sale Order, dated June 12, 2009, authorized the New
Jersey Debtors to assume and assign seven leases among Adamar of
New Jersey, Inc., and Delaware Debtors Atlantic-Deauville, Inc.,
Adamar Garage Corporation, and Ramada New Jersey, Inc., to the
buyer of the Assets.  A list of the Intercompany Leases is
available at no charge at:

http://bankrupt.com/misc/TropiA_NJIntercompanyLeases113009.pdf

The Amended Sale Order confirmed the findings and rulings of the
Original Sale Order with respect to certain leases to be assumed
and assigned, as applicable.

Pursuant to the Intercompany Leases, (i) Adamar New Jersey leases
the expansion site in Tropicana Atlantic City's south tower, a
portion of the transportation center land, and the hotel air
space, a garage commonly known as the "Barbun" garage, and an
employee parking lot, and (ii) Adamar Garage and Atlantic-
Deauville lease from Adamar New Jersey land under the "Barbun"
garage and a portion of the transportation center, according to
Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackensack, New Jersey.

In addition, Atlantic-Deauville and New Jersey Debtor Manchester
Mall, Inc., own certain parcels of land that comprise a property
commonly known as the "Quarter," which is a 200,000-sq. ft.
Las Vegas styled, Havana-themed expansion of the Tropicana
Atlantic City completed in November 2004.  Atlantic-Deauville and
Manchester Mall leased these parcels to Adamar New Jersey.  To
memorialize and modify the existing lease arrangement, Adamar New
Jersey will enter into two ground leases, referred to as the
Additional Intercompany Leases, whereby Atlantic-Deauville and
Manchester Mall will each lease their respective parcels of real
property to Adamar New Jersey, Ms. Volkov informs the Court.

As part of and to effectuate the Amended Sale Agreement, the
steering committee for the secured parties obtained the consent
of the New Jersey Debtors to enter into modifications of the
Intercompany Leases and the Additional Intercompany Leases, with
each modification being made effective immediately before
Closing.

The proposed modifications reflect, among other things, fair
market value rental of the properties involved in the
Intercompany Leases and the Additional Intercompany Leases, in
order to achieve a proper allocation of value among the
properties, Ms. Volkov tells the Court.

Ms. Volkov asserts that the proposed amendments to the
Intercompany Leases and the Additional Intercompany Leases are
justified by the New Jersey Debtors' business judgment because
same will facilitate and further implement the sale of all or
substantially all of the New Jersey Debtors' Assets.  She adds
that no adverse impact on the New Jersey Debtors' estates or
creditors is expected, as effectiveness of the modifications will
not occur until immediately before the Closing.

As a result of the expected timing of various remaining
regulatory approvals and waivers, the Sale may close before the
January 14, 2010 omnibus hearing date.

In separate filings, the New Jersey Debtors sought and obtained
the Court's approval to shorten the notice period on the Motion
so as not to jeopardize their ability to effectuate the proposed
modifications.  Objections are due no later than 5:00 p.m., on
December 11, 2009.  The hearing on the Debtors' request will be
conducted on December 15, 2009.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Stein Gets Extension to Wrap Up Atlantic City Sale
-----------------------------------------------------------------
Retired Justice Gary S. Stein, the state-appointed conservator
overseeing the operations Tropicana Atlantic City, is seeking a
30-day extension, until January 31, 2010, to "wrap up" a sale
deal of the Tropicana Atlantic City operations with a group of
investors led by Carl C. Icahn.  If granted, a January 2010
extension would be Justice Stein's 10th deadline extension to
close a sale deal, pressofAtlanticCity.com reported.

The current deadline is December 31, 2009.

The New Jersey Casino Control Commission was set to consider the
latest extension request at its board meeting scheduled last
December 2, 2009, according to PAC.

According to Justice Stein, "one more month" is needed to obtain
final regulatory approval of the restructured purchase agreement
concerning the Tropicana Atlantic City assets, PAC said.

As previously reported, the restructured Purchase Agreement would
allow the Icahn investor group to save on tax payment in the
event they resell the property in the next few years.  For tax
purposes, the Icahn investor group prefers to complete the sale
in a stock deal that would set the value of Tropicana Atlantic
City to $700,000,000.  The sale price, nevertheless, would remain
at $200,000,000.

"However, the sale must still formally close before the Icahn
[investor] group takes over [Tropicana Atlantic City].  For that
to happen, Tropicana must complete a federal Securities and
Exchange Commission filing for new stock that is part of a
restructured sale agreement," PAC quoted Justice Stein as saying.

In addition, Tropicana Atlantic City's new owners -- the Icahn
investor group -- must also secure gaming licenses in the states
in which they seek to operate casinos.  According to Justice
Stein's extension request papers, gaming approval has already
been granted in Mississippi.  Gaming approvals for Indiana, New
Jersey, Louisiana, and Nevada are expected in December 2009 or
January 2010, PAC reported.

                          *     *     *

The NJ Commission "reluctantly" approved the requested 30-day
extension, extending the Tropicana Atlantic City sale deadline to
January 31, 2009, PAC subsequently noted in a separate report.

"The last thing I want to do is to talk about another extension
request," PAC quoted NJ Commissioner Michael C. Epps as saying.

PAC noted that the sale was hindered in the past by recession,
certain legal battles and the Chapter 11 reorganization of
Tropicana Atlantic City's former parent company.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TXCO RESOURCES: Creditors Balk at Disclosure Statement
------------------------------------------------------
A number of creditors have lodged objections to TXCO Resources
Inc.'s disclosure plan, which centers on the company's proposed
sale to Newfield Exploration Co, according to Law360.

The U.S. Bankruptcy Court for the Western District of Texas is set
to consider the adequacy of the Disclosure Statement explaining
the Chapter 11 Plan of TXCO Resources Inc. and its debtor-
affiliates, on Dec. 16, 2009

                        The Chapter 11 Plan

According to the Disclosure Statement, the Debtors have two
separate plans for consideration by the holders of allowed claims.

The first plan contemplates a sale of substantially all of the
assets of the Debtors to Newfield Exploration Company for
$223 million.  Under the Newfield PSA there are also certain
excluded assets, which will remain with Reorganized TXCO and
managed in order to pay the claims of Holders of Allowed General
Unsecured Claims.  The Debtors also have the opportunity to
consider any unsolicited acquisition proposals to determine if
they would constitute a superior proposal.

In the event the Court does not confirm the Sale Plan, the Debtors
would propose that the Court consider confirming the alternative
plan.  Under the alternative plan, the Debtors propose converting
some of the debt held by the DIP Lenders and the Term Lenders into
new equity of Reorganized TXCO.  Additionally, the Debtors would
issue new Notes to substantially all the Holders of Allowed
Claims, except for Holders of General Unsecured Claims, who will
receive a cash distribution equal to 5% of their Allowed Claim or
2.5% of the new equity of Reorganized TXCO.  The Debtors submit
that they will only seek confirmation of the Operational Plan in
the event the Court does not confirm the Sale Plan or closing does
not occur as set forth in the Sale Plan.  The Operational Plan
preserves the Debtors' ability to confirm a plan of reorganization
prior to the maturity date of the DIP Loan.

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

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

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

                     About TXCO Resources

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and willow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


UAL CORP: Court Orders Closing of Chapter 11 Cases
--------------------------------------------------
Judge Eugene R. Wedoff ordered the closing of UAL Corporation and
its debtor affiliates' Chapter 11 cases in the United States
Bankruptcy Court for the Northern District of Illinois, according
to a docket entry dated December 8, 2009.

To recall, the remaining objection to the Debtors' Motion to
Close filed by the United States Government, on behalf of the
General Services Administration, has been resolved, wherein the
Court directed the Clerk of Court to open a new adversary
proceeding.

Judge Wedoff previously ruled that a draft order with respect to
the Debtors' Motion to Close their Chapter 11 cases is due
December 9, 2009.  A formal final decree closing the Debtors'
Chapter 11 cases was not yet available in UAL's bankruptcy
dockets as of press time.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UAL CORP: Invests on 50 Widebody Aircraft to Reduce Costs
---------------------------------------------------------
United Air Lines, Inc., announced a significant investment in the
company's future with a widebody aircraft order that will enable
the carrier to reduce operating costs and better match aircraft to
key markets it serves, while providing its customers with state-
of-the-art cabin comfort.  The new technology aircraft will reduce
fuel burn and environmental impact, while enabling service to a
broader array of international destinations.  United ordered 25
Airbus A350 XWB aircraft and 25 Boeing 787 Dreamliner aircraft and
has future purchase rights for 50 of each aircraft.

The aircraft order follows a rigorous, six-month request for
proposal process, which resulted in agreements with both
manufacturers, enabling the company to meet its financial and
operational objectives and respond to changes in future market
conditions.  The breadth in size and capabilities of the different
aircraft models ensure the company has the right aircraft for the
right market throughout the fleet replacement cycle.

               Order an investment in the future

"Over the last few years we have made fundamental improvements in
United's performance, delivering excellent cost control while
improving the quality and reliability of our product.  This
aircraft order is another significant step on the path to position
United for long-term success in a highly competitive global
market," said Glenn Tilton, UAL Corporation chairman, president
and CEO.  "I would like to thank our team for making this order a
reality in a manner that is consistent with our disciplined
financial strategy.  We are investing in our future, and we are
well positioned to take full advantage as the economy recovers in
the shorter term."

United expects to take delivery of the aircraft between 2016 and
2019; at the same time it will retire its international Boeing
747s and 767s.  These 50 new aircraft will reduce the average seat
count by about 19 percent compared to the aircraft they will
replace, and by about 10 percent when averaged over the entire
international fleet.  With the Airbus A350 powered by the Rolls
Royce Trent XWB engine, and the Boeing 787 powered by either the
Rolls Royce Trent 1000 or the GE GEnx, United estimates it will
reduce its fuel costs and carbon emissions from the 50 aircraft by
about 33 percent.  Additionally, the company expects average
lifetime maintenance costs for the new aircraft to be
approximately 40 percent lower per available seat mile than the
aircraft that will be retired.

The new aircraft will open up new revenue opportunities for United
as the smaller size, longer range, and lower operating costs of
these aircraft allow the company to profitably serve a broader
range of international destinations.  The A350 has a range 11
percent greater than the current B747, and the B787 has a range 32
percent greater than the current B767.

Both new aircraft offer significant improvements to the customer
experience, including larger windows, more overhead bin space and
improved lighting, among other features.

           United leverages current environment,
               orders from both manufacturers

This order provides United with the most efficient aircraft for
its international network, providing the right range, size and
operating costs for United's diverse set of worldwide
destinations, said CFO Kathryn Mikells.

"Our decision to move forward aggressively at the bottom of the
business cycle clearly benefited us.  We secured the right
aircraft and the right deal for United," Ms. Mikells said.  "The
orders require minimal capital over the next few years but ensure
we will have the right planes to strengthen our global network
over the next decade."

      Ordering in a down cycle expected to reap benefits

"We are pleased to be working with United, our longtime customer,
and launch customer of the Boeing 777," said Jim McNerney, Boeing
chairman, president and CEO.  "We think United is making a smart
decision placing an order at this point in the cycle and taking
delivery years into the future.  The 787 Dreamliner will provide
United with additional range and unmatched fuel efficiency."

"United Airlines is a global icon, and it's very gratifying that
they have chosen the A350 to be a key part of their strategy,"
said Airbus President and CEO Tom Enders.  "It also is fitting
that the selection of the eco-efficient A350-900 comes at a time
when the world is focusing on operating as efficiently as possible
and minimizing environmental impact.  Airbus and United have been
partners for two decades, and we look forward to extending that
partnership well into the future."

United last took delivery of aircraft in 2002, and last ordered
aircraft in 1998.

                    United Selects Rolls-Royce to
                        Power New Airbus Fleet

Rolls-Royce has been selected by United Airlines to power its new
fleet of Airbus A350 XWB aircraft.  The contract, for 25 Airbus
A350 XWB plus TotalCare(R) long-term service support, is worth
$2 billion at engine list prices.  The aircraft are due to be
delivered between 2016 and 2019.  In addition, the airline has
also announced future purchase rights for a further 50 aircraft.

This agreement is Rolls-Royce's first large civil engine contract
with United Airlines.

John Tague, President at United Air Lines, Inc. said: "The Rolls-
Royce Trent XWB offers the power and economical efficiency we
expect from the A350 XWB while providing the performance and
reliability our customers expect from one of the world's largest
airlines."

Mark King, President ? Civil Aerospace, Rolls-Royce, added: "This
represents a significant endorsement of our Trent XWB technology
and its operational advantage.  We are delighted that United
Airlines has put its trust in the long-term performance advantages
of Trent technology and TotalCare(R)."

Rolls-Royce Trent XWB engines are specifically developed for the
Airbus A350 XWB and have been designed to minimise the aircraft's
overall environmental impact.  It is the most fuel efficient and
environmentally sensitive large engine design on the market, with
fuel efficiency ratings 28 per cent higher than pre-Trent
generation engines.

The firm orders for the Trent XWB engine total more than 1000 from
33 customers.  The engine will enter into service in 2013, with
current orders extending beyond 2020.


UAL CORP: Supreme Court Denies Peter Hoffman Wit of Certiorari
--------------------------------------------------------------
To recall, in separate orders, the United States Court of Appeals
for the Seventh Circuit Judges, Chief Judge Frank H. Easterbrook,
Judges Diane Wood and Judge Diane S. Sykes affirmed the United
States District Court for the Northern District of Illinois'
decisions in upholding the United States Bankruptcy Court for the
Northern District of Illinois' rulings on Peter Hoffman's Motion
for Reconsideration and Leave for Appeal Motion.

In denying Mr. Hoffman's petition for a writ of certiorari, the
United States Supreme Court has let stand an unpublished Seventh
Circuit decision that a pro se claimant's alleged
misunderstanding of the applicable law did not constitute
"excusable neglect" so as to permit the bankruptcy court to
extend the claimant's time to appeal from the order disallowing
his claim.  In light of inadvertence, ignorance of the rules, or
mistakes construing the rules do not usually constitute
"excusable" neglect, Mr. Hoffman's purported misunderstanding
would have been weak support for a finding of excusable neglect,
the Court of Appeals explained.  It was no support at all,
however, given that the Bankruptcy Court cautioned Mr. Hoffman
that he had just 10 days to act and that the time would begin
running as soon as an order was docketed, the Supreme Court held.

In his petition for a writ of certiorari, Mr. Hoffman asserted
that the lower courts erred in failing to consider the "excusable
neglect" factors plainly described and discussed by the Supreme
Court in Pioneer Inv. Services Co. v. Brunswick Associates Ltd.
Partnership, 507 U.S. 380, 113 S.Ct. 1489, 123 L.Ed.2d 74 (1993).
A review of the Pioneer factors showed that the claimant did make
a case that his behavior constituted "excusable neglect," the
petition contended, noting that the total "delay" in this case
was several days and well within the 20 days required by Rule
9006 of the Federal Rules of Bankruptcy Procedure, that the delay
in no way prejudiced the debtor, as the bankruptcy process
remained incomplete and the bankruptcy court continued to hear
and adjudicate objections to claims, and that the court's
administration of the debtor's bankruptcy would not have been
hampered by granting the claimant leave to file a late notice of
appeal.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UAL CORP: United Places Order for 50 New Planes
-----------------------------------------------
United Air Lines Inc. on December 8, 2009, said it placed a
widebody aircraft order for 25 Airbus A350 XWB aircraft and 25
Boeing 787 Dreamliner aircraft.  United has future purchase rights
for an additional 50 planes of each aircraft type.  United expects
to take delivery of the new aircraft between 2016 and 2019.  The
binding agreements in principle are subject to definitive written
agreements being executed by specified dates in the first quarter
of 2010.

United said the aircraft order follows a rigorous six-month
request for proposal process which resulted in agreements with
both manufacturers enabling the company to meet its financial and
operational objectives and respond to changes in future market
conditions.  The breadth in size and capabilities of the different
aircraft models ensure the company has the right aircraft for the
right market throughout the fleet replacement cycle.

"Over the last few years we have made fundamental improvements in
United's performance, delivering excellent cost control while
improving the quality and reliability of our product.  This
aircraft order is another significant step on the path to position
United for long-term success in a highly competitive global
market," said Glenn Tilton, UAL Corporation chairman, president
and CEO.  "I would like to thank our team for making this order a
reality in a manner that is consistent with our disciplined
financial strategy.  We are investing in our future, and we are
well positioned to take full advantage as the economy recovers in
the shorter term."

These 50 new aircraft will reduce the average seat count by about
19% compared to the aircraft they will replace, and by about 10%
when averaged over the entire international fleet.  With the
Airbus A350 powered by the Rolls Royce Trent XWB engine, and the
Boeing 787 powered by either the Rolls Royce Trent 1000 or the GE
GEnx, United estimates it will reduce its fuel costs and carbon
emissions from the 50 aircraft by about 33%.  Additionally, the
company expects average lifetime maintenance costs for the new
aircraft to be approximately 40% lower per available seat mile
than the aircraft that will be retired.

The new aircraft will open up new revenue opportunities for United
as the smaller size, longer range, and lower operating costs of
these aircraft allow the company to profitably serve a broader
range of international destinations.  The A350 has a range 11%
greater than the current B747, and the B787 has a range 32%
greater than the current B767.

Both new aircraft offer significant improvements to the customer
experience, including larger windows, more overhead bin space and
improved lighting among other features.

This order provides United with the most efficient aircraft for
its international network, providing the right range, size and
operating costs for United's diverse set of worldwide
destinations, said CFO Kathryn Mikells.

"Our decision to move forward aggressively at the bottom of the
business cycle clearly benefited us. We secured the right aircraft
and the right deal for United," Ms. Mikells said. "The orders
require minimal capital over the next few years but ensure we will
have the right planes to strengthen our global network over the
next decade."

"We are pleased to be working with United, our longtime customer,
and launch customer of the Boeing 777," said Jim McNerney, Boeing
chairman, president and CEO.  "We think United is making a smart
decision placing an order at this point in the cycle and taking
delivery years into the future. The 787 Dreamliner will provide
United with additional range and unmatched fuel efficiency."

"United Airlines is a global icon, and it's very gratifying that
they have chosen the A350 to be a key part of their strategy,"
said Airbus President and CEO Tom Enders.  "It also is fitting
that the selection of the eco-efficient A350-900 comes at a time
when the world is focusing on operating as efficiently as possible
and minimizing environmental impact.  Airbus and United have been
partners for two decades, and we look forward to extending that
partnership well into the future."

United last took delivery of aircraft in 2002, and last ordered
aircraft in 1998.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


USG CORPORATION: Fitch Affirms Issuer Default Rating at 'B'
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings of USG Corporation:

  -- Issuer Default Rating at 'B';
  -- Secured bank credit facility at 'BB/RR1';
  -- Senior unsecured guaranteed notes at 'BB/RR1';
  -- Senior unsecured notes at 'B/RR4';
  -- Convertible senior unsecured notes at 'B/RR4'.

The Rating Outlook has been revised to Stable from Negative.

Fitch's Recovery Rating (RR) of 'RR1' on USG's $500 million
secured revolving credit facility and $300 million unsecured notes
indicates outstanding recovery prospects for holders of these debt
issues.  (The $300 million unsecured notes are guaranteed on a
senior unsecured basis by certain of USG's domestic subsidiaries.)
Although the senior unsecured notes are effectively subordinate to
the company's secured debt, including the $500 million secured
revolving credit facility, the recovery prospects for both of
these debt classes are similar given USG's strong asset coverage.
Fitch's 'RR4' on USG's senior unsecured notes that are not
guaranteed by the company's subsidiaries indicates average
recovery prospects for holders of these debt issues.  Fitch
applied a liquidation analysis for these RRs.

The rating for USG is based on the company's leading market
position in all of its businesses, strong brand recognition, its
large manufacturing network and sizeable gypsum reserves.  Risks
include the cyclicality of the company's end-markets, excess
capacity currently in place in the U.S. wallboard industry,
volatility of wallboard pricing and shipments and the company's
high leverage.  While Fitch expects to see moderate improvement in
housing metrics as well as home improvement spending in 2010,
these will likely be offset by the continued decline in commercial
construction spending.  (Roughly 1/3 of the company's sales are
directed to the new commercial construction market.) Within this
environment, selling price increases for its gypsum wallboard
product may be challenging.  Nevertheless, the Stable Outlook
reflects USG's solid liquidity with $700 million of cash (on a pro
forma basis, inclusive of receipt of the $80 million initial
payment from the recent settlement with Lafarge North America) and
$175 million of availability under its revolving credit facilities
in the U.S. and Canada, which should give the company financial
flexibility to deal with weak underlying demand for its products
in the intermediate term.

USG markets its products primarily to the construction industry,
with approximately 27% of the company's 2008 net sales directed
toward new residential construction, 35% derived from new non-
residential construction, 36% from the repair and remodel segment
(commercial and residential) and 2% from other industrial
products.  In the past, earnings stability in the building
materials segment has been driven by end-market diversification -
historically, weakness in residential demand has been largely
offset by commercial/industrial strength and/or repair and remodel
spending.  This has not been the case in 2009, wherein most of
USG's end-markets are in decline simultaneously although at
different stages of correction.  Recent statistical and anecdotal
information point to a bottom for U.S. housing, though early-stage
recovery will be more muted than average.  Fitch projects total
housing starts to fall 41.4% in 2009 and increase 15.1% in 2010 to
610,000 homes.  During the first 12-15 months from this bottom,
the recovery may appear jaw-toothed as substantial foreclosures
now in the pipeline present as distressed sales, and as meaningful
new foreclosures arise from Alt-A and option adjustable-rate
mortgage resets.  Home improvement spending is projected to fall
by 8.3% in 2009 (the third consecutive year of decline) but is
anticipated to improve 3.5% next year.  A pick-up in home sales,
particularly in existing home sales, combined with a strengthening
economy should lead to higher spending on home renovations in
2010.  Commercial construction started to weaken earlier in 2009,
and the rate of decline is expected to intensify next year.  Fitch
currently projects private non-residential construction spending
(as measured by the Census Bureau) to decline 10% in 2009 and
14.5% in 2010.

Shipments and market prices for the company's building products
(particularly wallboard) historically have been volatile and
cyclical.  USG's latest 12 months wallboard volume is down
approximately 56.4% from its peak (the second half of 2005 through
the first half of 2006), and pricing has declined 38.8% from a
high of $188.37 per thousand square feet during third-quarter 2006
(3Q'06) to $115.33 during the 3Q'09.  Industry capacity
utilization rates were in the low 50% range during the third
quarter of 2009 and are likely to stay low as demand remains weak
across most end-markets.  During the second half of 2008 and early
in 2009, certain gypsum wallboard manufacturers reported higher
sequential pricing despite lower volume trends and dropping
capacity utilization rates.  That trend reversed during 2Q'09 as
manufacturers reported lower wallboard prices compared to 1Q'09.
During the third quarter, wallboard manufacturers once again
reported lower sequential prices compared to the previous quarter.
USG reported 0.8% year-over-year growth in wallboard pricing
during the third quarter following a 10% increase during the
second quarter and a 16.3% improvement during 1Q'09.  However, the
company reported a 4.5% drop in average wallboard price on a
sequential basis during the third quarter compared to the second
quarter.  This is the second consecutive quarter that the company
has reported lower pricing on a quarter-over-quarter basis after
reporting sequential pricing increases for four consecutive
quarters.  Fitch expects this trend to continue during the fourth
quarter as demand continues to be sluggish and input costs remain
stable.

USG's ratio of debt to earnings before interest, taxes,
depreciation and amortization (EBITDA) as calculated by Fitch
remains very high at 25.8x, although this ratio has improved
sequentially each quarter this year despite lower revenues.  (The
company's debt to EBITDA was 33.3x for the LTM from Sept. 30,
2008.) Through the first nine months of the year, revenues are
down 30.7% due primarily to 35% lower wallboard volumes, offset in
part by a 9.2% increase in average wallboard prices.  Since 2007,
USG has implemented restructuring initiatives related to workforce
reductions and plant shutdowns/closures.  The benefits of these
cost reduction initiatives are already evident.  Through the first
nine months of 2009, the company recorded an operating loss
(before restructuring charges and impairments) of $82 million
compared to a loss of $101 million during the same period last
year despite sales being $1.1 billion lower this period.  The
benefits of these initiatives are likely to be more apparent when
demand picks up.  Fitch expects operating margins to continue to
improve next year, although they are likely to stay in negative
territory.  Given the weak margins, the company will be challenged
to generate free cash flow in 2010.

The company currently has solid liquidity, with $621 million of
cash and $175 million of availability under its revolving credit
facilities in the U.S. and Canada as of Sept. 30, 2009.  USG has
no major debt maturities until August 2014, when $300 million of
senior notes mature.  Most recently, the company announced that it
entered into an agreement with Lafarge North America resolving
certain disputes between the parties that had been the subject of
a lawsuit.  (In 2003, USG filed a lawsuit alleging that Lafarge
misappropriated its trade secrets and other information through
hiring certain USG employees and that Lafarge infringed on one of
its patents regarding a method for producing gypsum wallboard.)
Under the terms of the agreement, USG will receive $105 million
and will grant a fully paid-up license for the use of certain USG
technologies.  The company will receive $80 million this week and
will collect the remaining $25 million in December 2010.  This
settlement further strengthens the company's liquidity position,
with its cash balance rising to about $700 million on a pro-forma
basis.

The company had upgraded its manufacturing base (replacing older,
higher cost plants with new, low-cost facilities) during the past
few years.  Capital expenditures totaled $460 million in 2007 and
$238 million in 2008.  This year, USG is on track to spend
$50 million on capex.  Management feels that it can spend at this
level again next year, given that about 50% of the company's
wallboard capacity is eight years old or newer.

USG is the largest producer of gypsum wallboard in the U.S.,
eastern Canada and Mexico.  In the U.S., its largest market, it is
estimated that USG has a market share of roughly 26%.  Its
Canadian operation, CGC Inc., is the largest manufacturer of
gypsum wallboard in eastern Canada and USG Mexico is also the
largest manufacturer in Mexico.  The company's products include
well recognized brand names such as SHEETROCK, DUROCK, and
FIBEROCK.  USG's building products distribution business, marketed
as L&W Supply, is the only specialty gypsum dealer with a national
presence.  In 2008, it is estimated that L&W Supply distributed
approximately 12% of all gypsum wallboard in the U.S., including
36% of U.S. Gypsum's wallboard production.  USG is also the
world's largest manufacturer of ceiling grids and the second-
largest manufacturer/marketer of acoustical ceiling tiles.

Established in 1902, USG Corporation is a vertically integrated
manufacturer and distributor of building materials that are used
in new residential, new commercial and repair & remodel
construction, as well as certain industrial products.


VALLEY CAPITAL BANK: Enterprise Bank & Trust Assumes All Deposits
-----------------------------------------------------------------
Valley Capital Bank, National Association, Mesa, Arizona, was
closed December 11 by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
Enterprise Bank & Trust, Clayton, Missouri, to assume all of the
deposits of Valley Capital Bank.

Valley Capital Bank's sole branch will reopen today, Monday, as a
branch of Enterprise Bank.  Deposits 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 coverage.
Customers should continue to use their existing branches until
they receive notice from Enterprise Bank that it has completed
systems changes to allow other Enterprise Bank branches to process
their accounts as well.

As of September 30, 2009, Valley Capital Bank had total assets of
approximately $40.3 million and total deposits of approximately
$41.3 million.  Enterprise Bank paid the FDIC a 2 percent premium
for the right to assume all of the deposits of Valley Capital
Bank.  In addition to assuming all of the deposits of the failed
bank, Enterprise Bank agreed to purchase essentially all of the
failed bank's assets.

The FDIC and Enterprise Bank entered into a loss-share transaction
on approximately $29.8 million of Valley Capital Bank's assets.
Enterprise Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-sharing
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-8357.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/valleycapital.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $7.4 million.  Enterprise Bank's acquisition of all
the deposits was the "least costly" resolution for the DIF
compared to all alternatives.  Valley Capital Bank is the 132nd
FDIC-insured institution to fail in the nation this year, and the
forth in Arizona.  The last FDIC-insured institution closed in the
state was Bank USA, National Association, Phoenix, on October 30,
2009.


VANGENT INC: Moody's Downgrades Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default ratings of Vangent, Inc., to B3 from B2 and
maintained the negative outlook.  The speculative grade liquidity
rating of SGL-3 has been affirmed.

The rating downgrade reflects Vangent's underperformance versus
Moody's expectation when the B2 rating was originally assigned,
and Moody's view that slim interest coverage and unprofitability
over the ratings horizon will likely continue.  Since Vangent's
February 2007 inception, net losses, excluding goodwill write
downs, have totaled about $20 million due to several factors
including costs to become a stand alone entity following
divestment from Pearson plc, other non-recurring items, and impact
of a weak economy on the Human Capital and International business
segments.  For the last twelve months ended September 2009 Vangent
generated an EBIT to interest measure of 0.8 times (Moody's
adjusted basis).

The B3 rating contemplates the possibility that as 2010 U.S.
Census work ramps up and the company stabilizes its unprofitable
IMSS (Mexico) contract arrangement, near term earnings could
temporarily improve.  The foregoing possibility remains vulnerable
to high unemployment levels that could further reduce processing
needs of commercial, human resource departments, partially
offsetting incremental U.S. Census related revenue gains.  However
in Moody's opinion, beyond 2010 as U.S. Census work ebbs, a
substantial risk exists that the company's performance will return
to recent, unprofitable levels.  The B3 also balances risk of
increasing competition for federal processing work due to tight
cost focus and presence of large, well capitalized players,
against potential that Vangent's existing federal health data
processing position may benefit as healthcare reform initiatives
unfold.

The SGL-3 rating reflects Moody's expectation that although
covenant headroom may stay tight, improved performance in 2010
should help Vangent avoid a near-term covenant breach.  The
liquidity profile is helped by modest next-twelve-month cash
needs: good working capital management has been maintained,
capital spending needs are limited and low near debt maturities
exist.  As of September 2009, full availability existed under the
February 2012, $50 million revolving credit line and the company
held $32 million of cash.

The negative outlook reflects potential for sustained weak
interest coverage metrics and unprofitability, particularly beyond
2010.  As well, the liquidity profile could weaken as Vangent's
net leverage financial ratio test level steps down through 2011.

The ratings are:

Downgrades:

Issuer: Vangent, Inc.

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

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     Caa2, LGD5, 83% from Caa1, LGD5, 79%

  -- Senior Secured Bank Credit Facility, Downgraded to B1, LGD2,
     25% from Ba3, LGD2, 23%

Vangent, Inc., with corporate headquarters in Arlington, Virginia,
is a provider of information management and business process
outsourcing services.  Revenues for the last twelve months ended
September 30, 2009, were $585 million.


VERANDA PARK: Inability to Form Plan Prompts Chapter 7
------------------------------------------------------
A federal judge converted the case of Veranda Park Commercial
Property Owners Association Inc to Chapter 7 liquidation because
it was unable to present a viable plan, Orlando Business Journal's
Anjali Fluker citing papers filed with the court.  A Chapter 7
trustee has yet to be named.

Based in Orlando, Florida, Veranda Park Commercial Property Owners
Association, Inc., filed for Chapter 11 protection on July 20,
2009 (Bankr. M.D. Fla. Case No. 09-10338).  Norman L. Hull, Esq.,
represents the Debtor.  In its petition, the Debtor listed assets
of between $1 million and $10 million, and debts of between
$100,000 and $500,000.


VISTEON CORP: Court Approves Accommodation Agreement With Ford
--------------------------------------------------------------
Daily Bankruptcy Review reports the U.S. Bankruptcy Court for the
District of Delaware cleared the way for Ford Motor Co. to pay
Visteon Corp. $8 million in exchange for allowing the auto maker
to buy certain components from other suppliers.

On November 25, 2009, Visteon sought permission from the
Bankruptcy Court to enter into a customer accommodation agreement
and related access and security agreement with Ford Motor Company
and Automotive Component Holdings, LLC.  Pursuant to the
Accommodation Agreement, the Customers will agree to, among other
things:

     -- pay cash exit fee payments to the Company in the aggregate
        amount of $8,000,000;

     -- purchase certain designated equipment and tooling
        exclusively used to manufacture the Customers' component
        parts;

     -- purchase raw materials and finished goods specifically
        related to re-sourced Ford and ACH component part
        production;

     -- pay the costs to transition certain lines of business from
        the Company's Lansdale, Pennsylvania (North Penn) facility
        to the Company's affiliate, Cadiz Electronica S.A.;

     -- retain the majority of Ford business at the Company's
        Monterrey, Mexico (Carplastic) facility;

     -- reimburse the Company for costs associated with the wind-
        down of certain lines of Ford and ACH component part
        production, including fixed overhead costs and certain
        employee-related costs;

     -- limit their ability to set off against accounts payable
        owing to the Company; and

     -- provide a limited release of certain commercial claims
        against the Company that may arise from the payments or
        other accommodations set forth in the Accommodation
        Agreement.

Visteon said in a regulatory filing it will commit to continue to
produce and deliver component parts to the Customers during the
term of the Accommodation Agreement, as well as provide assistance
to the Customers in resourcing certain lines of production to
other suppliers.

As part of this resourcing assistance, Visteon will provide the
Customers with certain intellectual property licenses and
sublicenses related to re-sourced Ford and ACH production lines.
The Company will agree to build an inventory bank for the
Customers, provided that the Customers will pay for such parts in
accordance with the terms of the applicable purchase orders and
will cover the Company's incremental costs incurred in building
the inventory banks.  The Company will also grant the Customers an
option to purchase certain machinery and equipment used
exclusively used to manufacture Ford and ACH component parts.  The
Company will also provide the Customers with an access right to
the Company's facilities, subject to the Accommodation Agreement,
if the Company fails to maintain continuity of supply.  The
Company will provide a limited release of the Customers, subject
to certain exceptions, of all claims and causes of actions related
to specific purchase orders or other agreements specifically
governing the component parts subject to the Accommodation
Agreement.

                         About Ford Motor

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

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

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

                           *     *     *

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

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

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

                           About Visteon

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


VISTEON CORP: CQS Directional Added to Creditors Committee
----------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, notified
the Bankruptcy Court on November 30, 2009, that CQS Directional
Opportunities Master Fund Ltd., has been added as member to the
Official Committee of Unsecured Creditors in the bankruptcy cases
of Visteon Corporation and its debtor affiliates.

The current members of the Creditors Committee are:

(1) Pension Benefit Guaranty Corporation
    Attn: Adi Berger
    1200 K Street, N.W.,
    Washington, D.C. 20005-4026
    Tel: 202-326-4070
    Fax: 202-842-2643

(2) Law Debenture Trust Company of New York
    Attn: James D. Heaney
    400 Madison Avenue, New York
    NY 10017
    Tel: 212-750-6474
    Fax: 212-750-1361

(3) Freescale Semiconductor
    Attn: Randy Hyzak
    6501 William Cannon Drive West,
    Austin, TX 78735
    Tel: 512-895-7517
    Fax: 512-895-3982

(4) Central States Southeast and
    Southwest Areas Pension Fund
    Attn: Timothy Reuter
    9377 W. Higgins Rd., 10th Floor
    Rosemont, IL 60018
    Tel: 847-518-9800
    Fax: 847-518-9797

(5) Siemens Product Lifecycle Management Software, Inc.
    Attn: Thomas Eberle
    2000 Eastman Drive, Milford
    OH 45150
    Tel: 513-576-5952
    Fax: 513-576-5696

(6) Nissan Trading Corp, USA.
    Attn: Mr Kenichi Takatsuki, 1974 Midway Lane
    Smyrna, TN 37167
    Tel: 615-220-7100
    Fax: 615-220-8878

(7) CSQS Directional Opportunities Master Fund Ltd.
    Attn: Mark Unferth
    152 W. 57th St.
    41st Floor, New York
    NY 10019
    Tel: 917-206-4007
    Fax: 917-206-4099

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


VISTEON CORP: Enters Into Wilmington Trust DIP Facility
-------------------------------------------------------
Visteon Corporation informed the U.S. Securities and Exchange
Commission that it has finally entered into a $150 million Senior
Secured Superpriority Priming DIP Credit and Guaranty Agreement,
with certain of its subsidiaries, a syndicate of lenders, and
Wilmington Trust FSB, as administrative agent, on November 18,
2009.  Visteon's domestic debtor subsidiaries are guarantors
under the DIP Credit Agreement. Borrowings under the DIP Credit
Agreement are secured by, among other things, a first priority
perfected security interest in assets that constitute first
priority collateral under pre-petition secured term loans, as
well as a second priority perfected security interest in assets
that constitute first priority collateral under pre-petition
secured asset-based revolving loans.

As previously reported, the U.S. Bankruptcy Court for the
District of Delaware granted Visteon permission to obtain up to
$150 million postpetition financing from Wilmington Trust and
certain lenders, on a final basis, on November 12, 2009.

Subsequently, Visteon borrowed $75 million under the DIP Credit
Agreement on November 18, 2009, Visteon Corp Vice President
Michael K. Sharnas relates.  The Company may borrow the remaining
$75 million in one additional advance prior to maturity, subject
to certain conditions, including a condition that the Company
will not have filed a plan of reorganization that does not
provide for full payment of the obligations under the DIP Credit
Agreement in cash by the effective date of that plan.  Borrowings
under the DIP Credit Agreement are to be used to finance working
capital, capital expenditures and other general corporate
purposes in accordance with an approved budget.

The DIP Credit Agreement matures and expires on the earliest of:

  (i) May 18, 2010; provided, that the Company may extend it an
      additional three months;

(ii) the effective date of the Company's plan of
      reorganization; or

(iii) the date a sale or sales of all or substantially all of
      the Company's and guarantors' assets is or are consummated
      under Section 363 of the Bankruptcy Code.

Borrowings under the DIP Credit Agreement are issued at a 3.00%
discount and bear interest at variable rates equal to (i) 6.50%
or 8.50% in the event a default, plus (ii) a Eurodollar rate,
subject to a floor of 3.00% per annum.  Visteon will also pay a
fee of 1.00% per annum on the unused portion of the $150 million
available, payable monthly in arrears.

The DIP Credit Agreement contains, among other things, conditions
precedent, covenants, representations and warranties and events
of default customary for facilities of this type, Mr. Sharnas
adds.  Those covenants include the requirement to provide certain
financial reports, use the proceeds of certain sales of
collateral to prepay outstanding loans, certain restrictions on
the incurrence of indebtedness, guarantees, liens, acquisitions
and other investments, mergers, consolidations, liquidations and
dissolutions, sales of assets, dividends and other repayments in
respect of capital stock, capital expenditures, transactions with
affiliates, hedging arrangements, negative pledge clauses,
payment of expenses and disbursements other than those reflected
in an agreed upon budget, subsidiary distributions and the
activities of certain holding company subsidiaries, subject to
certain exceptions.

Under certain conditions, the lending commitments under the DIP
Credit Agreement may be terminated by the lenders and amounts
outstanding under the DIP Credit Agreement may be accelerated,
subject to notice and cure periods in certain cases.  Those
events of default include, but are no limited to, failure to pay
any principal, interest or fees when due, failure to comply with
covenants, breach of representations or warranties in any
material respect, failure to comply with the agreed upon budget,
within agreed variances, certain changes in the Company's
bankruptcy case or new or existing orders of the bankruptcy
court, or the US dollar equivalent market value of the Company's
ownership interest in Halla Climate Control Corporation closing
on the KOSPI below $300 million for three consecutive trading
days.

The lenders participating in the DIP Credit Agreement, or their
affiliates, also participate in the Company's $1.5 billion term
loan, which Wilmington Trust FSB also acts as administrative
agent, Mr. Sharnas reveals.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


VISTEON CORP: Gets Green Light to Cancel Retiree Benefits
---------------------------------------------------------
Daily Bankruptcy Review reports Visteon Corp. on Thursday won
court permission to cancel its retiree health care and life
insurance obligations, a move the company said is critical to its
survival.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


VISTEON CORP: Proposes to Enter Into Accommodation Pact With Ford
-----------------------------------------------------------------
Visteon Corp. and its units obtained the Court's authority to
enter into a customer accommodation agreement with Ford Motor
Company and an affiliate of Ford, Automotive Component Holdings,
LLC.

The Ford Accommodation Agreement provides for the resourcing and
transition of certain of customers' lines of business; the sale
of inventory, equipment, and tooling related to those lines of
business; and other related benefits, as well as a related access
and security agreement.

Representing the Debtors, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, tells the Court
that the Debtors have diligently evaluated restructuring and
cost-cutting measures designed to maximize their going concern
value and right-size their operational footprint.  To that end,
Ms. Jones notes, the Debtors have determined that the closure of
certain of their North American facilities, including their
Springfield, Ohio and North Penn Lansdale, Pennsylvania
facilities, would further their long-term strategic business plan
and result in significant cost savings.  The Springfield, Ohio
and North Penn facilities manufacture electronic components for
Ford.

In connection with the exit of the Springfield and North Penn
Landsdale Facilities and the resourcing of certain Ford lighting
component part production at Visteon's Carplastic Monterrey,
Mexico facility, the Debtors seek Court approval of the
Accommodation Agreement with Ford.

The parties' Accommodation Agreement provides for:

  (a) cash exit fee payments to the Debtors, aggregating
      $8,000,000;

  (b) a cash payment for the purchase of certain designated
      equipment and tooling exclusively used to manufacture the
      Customers' component parts equal to the higher of the
      orderly liquidation value or the net book value of those
      equipment and tooling; or, for equipment and tooling
      purchased more than three years ago, the orderly
      liquidation value of those equipment and tooling;

  (c) payment at 100% of Visteon's actual and documented costs
      for raw materials and 100% of the purchase order price for
      finished goods specifically related to resourced Ford and
      ACH component part production;

  (d) payment of the costs to transition of certain lines of
      business from the Debtors' North Penn facility to
      Visteon's non-debtor affiliate Cadiz Electronica S.A.;

  (e) retention of the majority of Ford business at the
      Carplastic Monterrey, Mexico facility;

  (f) reimbursement to the Debtors of costs associated with the
      wind-down of certain lines of Ford and ACH component part
      production, including fixed overhead costs and certain
      employee-related costs;

  (g) limitations on the Customers' ability to set off against
      accounts payable owing to Visteon; and

  (h) a limited release by the Customers of certain commercial
      claims against Visteon that may arise from the payments or
      other accommodations set forth in the Accommodation
      Agreement.

In exchange for these benefits, the Debtors have committed to
continue to produce and deliver component parts to the Customers
during the term of the Accommodation Agreement, as well as
provide assistance to the Customers in resourcing certain lines
of production that are no longer part of the Debtors' business
plan to other suppliers.

As part of the resourcing assistance, the Debtors:

  -- will provide the Customers with certain intellectual
     property licenses and sublicenses related to re-sourced
     Ford and ACH production lines;

  -- have agreed to build an inventory bank for the Customers,
     provided that the Customers will pay for those parts in the
     applicable purchase orders and will cover the Debtors'
     incremental accordance with the terms of costs incurred in
     building the inventory banks; and

  -- grant the Customers an option of purchasing certain
     machinery and equipment used exclusively used to
     manufacture Ford and ACH component parts.  This option
     gives the Customers immediate access to equipment and
     machinery that is necessary for the continued production of
     Ford vehicles, without the additional time and costs that
     would be associated with new manufacture or third part
     purchase of those machinery and equipment, Ms. Jones notes.

As is customary, the Customers and the Debtors have
contemporaneously entered into the Access and Security Agreement
to provide the Customers with an access right to the Debtors'
facilities subject to the Accommodation Agreement if the Debtors
fail to maintain continuity of supply.  The Debtors are also
providing a limited release, subject to certain exceptions, of
all claims and cause of actions related to specific purchase
orders or other agreements specifically governing the component
parts subject to the Accommodation Agreement.

"Entry into the Accommodation Agreement allows the Debtors to
exit the Springfield, Ohio and North Penn facilities in the most
efficient manner possible, provides additional liquidity above
the applicable purchase order prices, and allows the Debtors to
retain the majority of production currently sourced to the North
Penn and Carplastic facilities," Ms. Jones asserts.  Ms. Jones
adds that because the North Penn and Springfield, Ohio facilities
are set to be closed by early 2010, it is important that Visteon
not forgo the opportunity to obtain financial accommodation
associated with the facilities by delaying entry into the
Accommodation Agreement.

Ms. Jones relates that while the Accommodation Agreement is
limited to production at the Debtors' Springfield, Ohio, North
Penn, and Carplastic facilities, it is an important step in the
right direction to both right-size the Debtors' operational
footprint and restructure the Debtors' business relationship with
Ford.

In a separate filing, the Debtors seek the Court's permission to
file the Accommodation Agreement and the Access and Security
Agreement under seal.  The Debtors assert that the Agreements
contain specific information regarding the discontinuance of
certain component parts production that if revealed to their
suppliers and competitors, may give those suppliers or
competitors an advantage in negotiating terms with Ford Motor
Company, Automotive Holdings LLC, or the Debtors.

Moreover, the Debtors also seek to keep confidential the claims
and causes of action exempted from the limited release provisions
of the Accommodation Agreement that may be pursued by or against
them.

In support of the Debtors' request, William G. Quigley, III,
chief financial officer and executive vice president of Visteon
Corporation, asserts that the Accommodation Agreement presents an
optimal solution for the Debtors to wind-down certain
unprofitable operations as well as access to additional liquidity
without the incurrence of new debt.

                    Revised Proposed Order

The Debtors' counsel inform the Court pursuant to a certification
that the Debtors have received informal responses from an ad hoc
group of senior secured term loan lenders, Automotive Components
Holdings, LLC, and SAP America, Inc.  In order to resolve the
informal responses, the Debtors have agreed to modify the
proposed form of order and amend the Access and Security
Agreement.

The Revised Proposed Order provides that no SAP America
intellectual property licensed under that certain SAP America,
Inc. R/3 Software End-User License Agreement between SAP and the
Debtors will be assigned, sublicensed, or transferred to any
third-party.  Moreover, the Debtors will not disclose, provide
access to or make available any of the SAP intellectual property
to any third-party.

In a separate filing, the Debtors certified to the Court that no
objections were filed as to their request to file under seal the
Accommodation Agreement and the Access and Security Agreement.

Judge Sontchi signed the Revised Proposed Order submitted by the
Debtors, and granted the Debtors' request.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


VISTEON CORP: Proposes to Enter Into Accommodation Pact With Honda
------------------------------------------------------------------
Visteon Corp. and its units seek the Court's authority to enter
into a customer accommodation agreement with Honda of America
Mfg., Inc.

The Honda Accommodation Agreement provides for the resourcing and
transition of certain lines of Honda business; the sale of
inventory, equipment, and tooling related to those lines of
business; and other related benefits, as well as access and
security agreement, according to the Debtors.

The Debtors relate that their strategic business plan provides
for the sale or possible closure of their Highland Park, Michigan
facility.  The Highland Park facility is the site of Visteon's
production of Honda component parts.  Because production of Honda
component parts comprises only a small percentage of overall
production at the Facility, Honda has agreed to re-source the
component parts produced by Visteon to allow Visteon flexibility
to perform under the terms of an accommodation agreement with
Chrysler.  To provide an efficient and cost-effective method for
Honda to re-source production at the Facility and thereby help
the contemplated sale or possible closure, Visteon executed an
Accommodation Agreement with Honda.

The Visteon-Honda Accommodation Agreement obligates Honda to
provide:

  (a) within 10 business days after the date of the Court's
      entry of an order approving the Accommodation Agreement, a
      payment to Visteon of approximately $3,700,000, which
      amount reflects Honda's payment -- on a fully-accelerated
      basis -- of all reconciled amounts owed to Visteon in
      respect of deliveries prior to the Effective Date of Honda
      component parts produced at the Facility;

  (b) payment to Visteon of all accounts payable arising from
      deliveries of Component Parts to Honda after the Effective
      Date on accelerated net-15 day payment terms until the
      Termination Date;

  (c) certain limitations on Honda's ability to set off against
      accounts payable owing to Visteon;

  (d) payment to Visteon for all inventory specifically related
      to the production of re-sourced Component Pars at 100% of
      Visteon's actual and documented costs for raw materials
      and 100% of the purchase order price for finished goods;

  (e) a $155,000 surcharge payment to Visteon within five
      business days after the Effective Date of the
      Accommodation Agreement;

  (f) a $751,000 payment to Visteon with respect of costs
      associated with the wind-down of Component Part production
      at the Facility;

  (g) a $2,000,000 payment to Visteon for the purchase of
      certain designated equipment dedicated exclusively to the
      manufacture of Component Parts; and

  (h) the release of certain claims against Visteon.

In exchange for these benefits, Visteon will continue to produce
and deliver Component Parts to Honda during the term of the
Accommodation Agreement, as well as provide assistance to Honda
in re-sourcing the production of Component Parts to other
suppliers.  As part of this re-sourcing assistance, Visteon will
provide Honda with certain intellectual property licenses and
sublicenses related to the re-sourced Honda production lines.  In
addition, Visteon has agreed, upon Honda's request, to assume and
assign to Honda or its designee any contracts that Visteon has
with raw material and subcomponent providers or other suppliers
for the supply of materials necessary for the production of the
Component Parts to the extent that those contracts are assignable
and provided that Honda or its designee pays any and all cure
costs related to that assumption and assignment.

The Debtors inform the Court that because Honda operates on a
"just-in-time" delivery method, it cannot easily or quickly re-
source production to another supplier.  The Debtors relate that
if Honda does not obtain component parts from them during the
term of the Accommodation Agreement, it could run out of
inventory, negatively affecting production lines that utilize
their parts.

Thus, the Debtors aver that the Accommodation Agreement prevents
potential disruption to Honda's operations by providing for
continuity of supply during the term of the Agreement.  As is
customary, Honda and Visteon have contemporaneously entered into
an access and security agreement to provide Honda with an access
right to the Facility if Visteon fails to maintain continuity of
supply.

In a separate filing, the Debtors seek the Court's authority to
file under seal the Accommodation Agreement.  The Debtors aver
that the Accommodation Agreement contains certain equipment
pricing information that if revealed to their competitors, may
give those competitors an advantage in negotiating terms with
Honda.

Subsequently, the Debtors certified to the Court that no
objection was filed as to their request to file under seal the
Accommodation Agreement.

             Debtors File Modified Proposed Order

The Debtors further informed the Court that they have received
informal responses from the DIP Lenders.  Thus, in order to
address the informal responses, the Debtors have agreed to modify
the proposed form of order and amend the Accommodation Agreement.

The Modified Proposed Order provides that no SAP America, Inc.,
intellectual property licensed under that a certain SAP America
R/3 Software End-User License Agreement between SAP and Visteon
will be assigned, sublicensed, or transferred to any third-party.

The Accommodation Agreement is also amended to reflect that if,
subsequent to the execution of the Agreement, the supplier
intends to grant additional security interests or liens in the
operating assets to any additional parties, that supplier must
deliver to the customer an acknowledgement from those secured
creditors, mortgagees, or lessees in a form to be agreed upon by
the parties.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


VISTEON CORP: To File Reorganization Plan by Dec. 17
----------------------------------------------------
Visteon Corp. will file a reorganization plan by Dec. 17 calling
for the "great majority" of the stock to be given to the term-loan
lenders, a company lawyer said in bankruptcy court at a hearing
December 10, according to a report by Bill Rochelle at Bloomberg
News.

The Company, the report relates, was authorized at the hearing to
save $31 million a year by halting health-care and life-insurance
benefits for retirees.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


VP PHASE IV: Federal Judge Dismisses Reorganization Case
--------------------------------------------------------
Orlando Business Journal's Anjali Fluker reports that a federal
judge dismissed the reorganization case of VP Phase IV Ltd., which
owns the 55-unit offices at Veranda Park office condo building,
paving way for Fifth Third Bank to foreclose on the property.

Orlando, Florida-based VP Phase IV Ltd filed for Chapter 11
bankruptcy protection on May 6, 2009 (Bankr. M.D. Fla. Case No.
09-06253).   The Company listed $10 million to $50 million in
assets and $10 million to $50 million in debts.


WABASH NATIONAL: Files Prospectus for Resale of 24,762,636 Shares
-----------------------------------------------------------------
Wabash National Corp. on December 9, 2009, filed another
prospectus with the Securities and Exchange Commission relating to
the offer and sale from time to time of up to 24,762,636 shares of
the Company's common stock by Trailer Investments, LLC, as 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.  Wabash National will not receive any of
the proceeds from the sale of these shares, but will incur
expenses in connection with the offering.

The shares are being registered to permit the sale of the shares
from time to time, in amounts, at prices and on terms determined
at the time of offering.  The shares may be sold through ordinary
brokerage transactions, directly to market makers of the shares or
through any other means.

Wabash National's common stock trades on the New York Stock
Exchange under the symbol "WNC."  On December 8, 2009, the last
reported sales price of the common stock on the New York Stock
Exchange was $1.49 per share.

A full-text copy of the prospectus is available at no charge
at http://ResearchArchives.com/t/s?4b92

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.


WHEELER CADILLAC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Wheeler Cadillac-Pontiac, Inc.
          aka Wheeler Cadillac-Pontiac Mitsubishi
        1000 Eisenhower Boulevard
        Johnstown, PA 15904

Bankruptcy Case No.: 09-71450

Chapter 11 Petition Date: December 10, 2009

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

Judge: Bernard Markovitz

Debtor's Counsel: David J. Novak, Esq.
                  Spence Custer Saylor Wolfe & Rose
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Email: dnovak@spencecuster.com

                  James R. Walsh, Esq.
                  Spence Custer Saylor Wolfe & Rose
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423
                  Email: jwalsh@spencecuster.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/pawb09-71450.pdf

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


WOODCREST CLUB INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: The Woodcrest Club, Inc.
        225 Eastwoods Road
        Syosset, NY 11791

Case No.: 09-79481

Type of Business: The Debtor operates storage units.

Chapter 11 Petition Date: December 10, 2009

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

Judge: Dorothy Eisenberg

Debtor's Counsel: Gerard R. Luckman, Esq.
                  SilvermanAcampora LLP
                  100 Jericho Quadrangle, Ste 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Email: efilings@spallp.com

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

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

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


* 2009's Bank Closings Rise to 133 as 3 Banks Shut Friday
---------------------------------------------------------
Regulators closed six banks December 11 -- SolutionsBank, Overland
Park, KS; Republic Federal Bank, N.A., Miami, FL; and Valley
Capital Bank, N.A., Mesa, AZ -- raising the total closings for
this year to 133.

The Federal Deposit Insurance Corporation was appointed receiver
for the bank.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Central Bank, Stillwater,
Minnesota, to assume all of the deposits of Commerce Bank of
Southwest Florida.  The closings will cost an additional
$23.6 million to the already depleted insurance fund of the FDIC.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                   552 Banks on Problem List

The Federal Deposit Insurance Corp. said in its Quarterly Banking
Profile released November 24 that the number of insured
institutions on the agency's "Problem List" rose from 416 to 552
during the quarter, and total assets of "problem" institutions
increased from $299.8 billion to $345.9 billion.  Both the number
and assets of "problem" institutions are now at the highest level
since the end of 1993.

Total assets of the nation's 8,099 FDIC-insured commercial banks
and savings institutions decreased by $54.3 billion (0.4%) during
the third quarter of 2009.  Total deposits increased by $79.8
billion (0.9%) during the quarter, primarily due to activity in
foreign offices, which was up $81.9 billion (5.6%).

FDIC's deposit insurance fund (DIF) decreased by $18.6 billion
during the third quarter to a negative $8.2 billion primarily
because of $21.7 billion in additional provisions for bank
failures.  Also, unrealized losses on available-for-sale
securities, combined with operating expenses, reduced the fund by
$1.1 billion.  Accrued assessment income added $3.0 billion to the
fund during the quarter, and interest earned, combined with
realized gains from sale of securities and surcharges from the
Temporary Liquidity Guarantee Program, added $1.2 billion.

Fifty insured institutions with combined assets of $68.8 billion
failed during the third quarter of 2009, the largest number since
the second quarter of 1990 when 65 insured institutions failed.
Ninety-five insured institutions with combined assets of $104.7
billion failed during the first three quarters of 2009, at a
currently estimated cost to the DIF of $25.0 billion.  As of
November 20, the list has risen to 124.

The DIF's reserve ratio was negative 0.16% on September 30, 2009,
down from 0.22% on June 30, 2009, and 0.76% one year ago. The
September 30, 2009, reserve ratio is the lowest reserve ratio for
a combined bank and thrift insurance fund since June 30, 1992,
when the ratio was negative 0.20%.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Today's report shows that while bank and thrift earnings
have improved, the effects of the recession continue to be
reflected in their financial performance," FDIC Chairman Sheila
Bair said in a November 24 statement.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
Q3'09             552      $345,900          50        $68,800
Q2'09             416      $299,800          24        $26,400
Q1'09             305      $220,047          21         $9,498
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Sept. 30, 2009, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q3_09.pdf

                    2009 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
SolutionsBank           $511.1    Arvest Bank             $122.1
Republic Federal        $433.0    1st United Bank         $122.6
Valley Capital Bank      $40.3    Enterprise Bank & Trust   $7.4
Greater Atlantic Bank   $203.0    Sonabank, McLean, Va.    $35.0
Benchmark Bank          $170.0    MB Financial Bank        $64.0
AmTrust Bank, Clev.  $12,000.0    New York Community    $2,000.0
The Tattnall Bank        $49.6    HeritageBank of South    $13.9
First Security Nat'l    $128.0    State Bank and Trust     $30.1
The Buckhead Community  $874.0    State Bank and Trust    $241.4
Commerce Bank            $79.7    CB, Stillwater           $23.6
Pacific Coast Nat'l     $134.4    Sunwest Bank             $27.4
Orion Bank, Naples    $2,700.0    IBERIABANK              $615.0
Century Bank            $728.0    IBERIABANK              $344.0
United Security         $157.0    Ameris Bank              $58.0
Gateway Bank             $27.7    Central Bank, Kansas      $9.2
Prosperan Bank          $199.5    Alerus Financial         $60.1
United Commercial    $11,200.0    East West Bank        $1,400.0
Home Federal Savings     $14.9    Liberty Bank             $12.8
Bank USA, N.A.     \
Calif. National    |
San Diego Nat'l    |
Pacific National   |
Park National      | $19,400.0    U.S. Bank, NA         $2,500.0
Comm. Bank Lemont  |
North Houston      |
Madisonville State |
Citizens National  /
First DuPage Bank       $279.0    First Midwest Bank       $59.0
Partners Bank            $65.5    Stonegate Bank           $28.6
American United Bank    $111.0    Ameris Bank              $44.0
Bank of Elmwood         $327.4    Tri City Nat'l          $101.4
Flagship Nat'l Bank     $190.0    First Federal            $59.0
Riverview Community     $108.0    Central Bank, Stillwater $20.0
Hillcrest Bank Florida   $83.0    Stonegate Bank           $45.0

San Joaquin Bank        $775.0    Citizens Business       $103.0
Warren Bank, Warren     $538.0    Huntington Nat'l        $275.0
Southern Colorado        $31.9    Legacy Bank, Wiley        $6.6
Jennings State Bank      $56.3    Central Bank, Stillwater $11.7
Georgian Bank         $2,000.0    First Citizens B&T      $892.0
Irwin Union FSB         $493.0    First Financial Bank }  $850.0
Irwin Union B&T       $2,700.0    First Financial Bank }
Brickwell Community      $72.0    CorTrust Bank            $22.0
Corus Bank, NA        $7,000.0    MB Fin'l              $1,700.0
Venture Bank            $970.0    First-Citizens          $298.0
First State Bank        $105.0    Sunwest Bank             $47.0
Vantus Bank             $458.0    Great Southern          $168.0
First Bank, Kansas       $16.0    Great American            $6.0
Platinum Community      $345.6    -- None --              $114.3
InBank                  $212.0    MB Financial             $66.0
Mainstreet Bank         $459.0    Central Bank             $95.0
Affinity Bank         $1,000.0    Pacific Western         $254.0
Bradford Bank           $452.0    M&T Buffalo              $97.0
First Coweta Bank       $167.0    United Bank              $48.0
Guaranty Bank        $13,000.0    BBVA Compass          $3,000.0
CapitalSouth Bank       $617.0    IBERIABANK              $151.0
ebank, Atlanta, GA      $143.0    Stearns Bank            $163.0
Colonial Bank        $25,000.0    BB&T                  $2,800.0
Union Bank, N.A.        $124.0    MidFirst                 $61.0
Community Bank Nev    $1,520.0    FDIC-Created            $781.5
Community Bank Ariz     $158.5    MidFirst Bank            $25.5
Dwelling House           $13.4    PNC Bank, N.A.            $6.8
First State Bank        $463.0    Stearns Bank, N.A.      $116.0
Community National       $97.0    Stearns Bank, N.A.       $24.0
Community First         $209.0    Home Federal             $45.0
Integrity Bank          $119.0    Stonegate Bank,          $46.0
Mutual Bank           $1,600.0    United Central          $696.0
First BankAmericano     $166.0    Crown Bank               $15.0
First State, Altus      $103.4    Herring Bank, Amarillo   $25.2
Peoples Community       $705.8    First Financial Bank    $129.5
Waterford Village        $61.4    Evans Bank, N.A.          $5.6
SB - Gwinnett       \             State Bank & Trust   \
SB - North Fulton   |             State Bank & Trust   |
SB - Jones County   | $2,800.0    State Bank & Trust   |  $807.0
SB - Houston County |             State Bank & Trust   |
SB - North Metro    |             State Bank & Trust   |
SB - Bibb County    /             State Bank & Trust   /
Temecula Valley       $1,500.0    First-Citizen           $391.0
Vineyard Bank         $1,900.0    Calif. Bank             $579.0
BankFIrst, Sioux        $275.0    Alerus Financial         $91.0
First Piedmont          $115.0    First American           $29.0
Bank of Wyoming          $70.0    Central Bank             $27.0
John Warner Bank         $70.0    State Bank               $10.0
1st State Winchest.      $36.0    First Nat'l               $6.0
Rock River Bank          $77.0    Harvard State            $27.6
Elizabeth State          $55.5    Galena State             $11.2
1st Nat'l Danville      $166.0    First Financial          $24.0
Founders Bank           $962.5    PrivateBank             $188.5
Millennium State        $118.0    State Bank of Tex        $47.0
Mirae Bank              $456.0    Wilshire State Bank      $50.0
Metro Pacific Bank       $80.0    Sunwest Bank, Tustin     $29.0
Horizon Bank             $87.6    Stearns Bank, N.A.       $33.5
Neighborhood Comm       $221.6    CharterBank, West Point  $66.7
Community Bank          $199.4    -- None --               $85.0
First National Bank     $156.9    Bank of Kansas           $32.2
Cooperative Bank        $970.0    First Bank, Troy, N.C.  $217.0
Southern Community      $377.0    United Community        $114.0
Bank of Lincolnwood     $214.0    Republic Bank, Chicago   $83.0
Citizens National       $437.0    Morton Community        $106.0
Strategic Capital       $537.0    Midland States Bank     $173.0
BankUnited FSB       $12,800.0    WL Ross-Led Investors $4,900.0
Westsound Bank          $334.6    Kitsap Bank             $108.0
America West            $299.4    Cache Valley Bank       $119.4
Citizens Community       $45.1    N.J. Community Bank      $18.1
Silverton Bank        $4,100.0    -- None --            $1,300.0
First Bank of Id        $488.9    US Bank, Minneapolis    $191.2
First Bank of BH      $1,500.0    -- None --              $394.0
Heritage Bank           $184.6    Level One Bank           $71.3
American Southern       $112.3    Bank of North Georgia    $41.9
Great Basin Bank        $270.9    Nevada State Bank        $42.0
American Sterling       $181.0    Metcalf Bank, Lee        $42.0
New Frontier Bank     $2,000.0    -- None --              $670.0
Cape Fear Bank          $492.0    First Federal,          $131.0
Omni National           $956.0    -- None --              $290.0
TeamBank, N.A.          $669.8    Great Southern Bank      $98.0
Colorado National       $123.5    Herring Bank, Amarillo    $9.0
FirstCity Bank          $297.0    -- None --              $100.0
Freedom Bank            $173.0    Nat'l Georgia Bank       $36.2
Security Savings        $238.3    Bank of Nevada, L.V.     $59.1
Heritage Community      $232.9    MB Financial Bank, N.A.  $41.6
Silver Falls            $131.4    Citizens Bank            $50.0
Pinnacle Bank            $73.0    Washington Trust Bank    $12.1
Corn Belt Bank          $271.8    Carlinville Nat'l Bank  $100.0
Riverside Bank          $539.0    TIB Bank                $201.5
Sherman County          $129.8    Heritage Bank            $28.0
County Bank           $1,700.0    Westamerica Bank        $135.0
Alliance Bank         $1,140.0    California Bank & Trust $206.0
FirstBank Fin'l         $337.0    Regions Bank            $111.0
Ocala National          $223.5    CenterState Bank         $99.6
Suburban Federal        $360.0    Bank of Essex           $126.0
MagnetBank              $292.2    -- None --              $119.4
1st Centennial          $803.3    First California Bank   $227.0
Bank of Clark           $446.5    Umpqua Bank       $120.0-145.0
Nat'l Commerce          $430.9    Republic Bank of Chi.    $97.1

In 2008, 25 banks with total assets of $372 billion failed.
IndyMac Bank, FSB, was closed by the Office of Thrift Supervision
on July 11, and the FDIC was named conservator.  At the time it
was closed, IndyMac's assets of $32 billion made it the second
largest bank failure in FDIC history.

A complete list of banks that failed since 2000 is available at:

http://www.fdic.gov/bank/individual/failed/banklist.html


* Fitch Expects U.S. Default Rate Falling to 6%-7% Range in 2010
----------------------------------------------------------------
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, 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," Ms. 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.


* House Moves Measure to Help GM, Chrysler Dealers
--------------------------------------------------
Law360 reports that the U.S. House of Representatives approved a
measure on Thursday that aims to help auto dealers axed during the
restructuring of General Motors Corp. and Chrysler LLC by
compelling arbitrators to consider a broader range of economic
factors in termination appeals.


* Judge Stands By Axing Of Claim Against FleetBoston
----------------------------------------------------
A federal judge has rejected a request by investors of a bankrupt
real estate development to rehear their claim against FleetBoston
Financial Corp., which they said breached their oral agreement for
credit in the aftermath of a $73 million loan scandal at the bank
in the late 1990s, according to Law360.


* U.S. Foreclosure Activity Decreased 8% in November
----------------------------------------------------
RealtyTrac(R) released its November 2009 U.S. Foreclosure Market
Report(TM), which shows foreclosure filings -- default notices,
scheduled foreclosure auctions and bank repossessions -- were
reported on 306,627 U.S. properties during the month, a decrease
of nearly 8 percent from the previous month but still up 18
percent from November 2008.  The report also shows one in every
417 U.S. housing units received a foreclosure filing in November.

"November was the fourth straight month that U.S. foreclosure
activity has declined after hitting an all-time high for our
report in July, and November foreclosure activity was at the
lowest level we've seen since February," said James J. Saccacio,
chief executive officer of RealtyTrac.  "Loan modifications and
other foreclosure prevention efforts, along with the recently
extended and expanded homebuyer tax credit, are keeping a lid on
the most visible symptoms of the nation's ailing housing market --
foreclosures and home value depreciation.  This is providing a
welcome respite for the real estate industry, but a full recovery
will only come when unemployment recedes to normal, healthy levels
and when availability of credit reaches a more rational balance
between the extremes of the past few years."

Default notices nationwide were down 8 percent from the previous
month but still up 22 percent from November 2008, scheduled
foreclosure auctions were down 12 percent from the previous month
but still up 32 percent from November 2008, and bank repossessions
were flat from the previous month and down 2 percent from November
2008.

Nevada, Florida, California post top state foreclosure rates

Nevada foreclosure activity decreased by a double-digit percentage
for the second straight month, but the state continued to document
the nation's top foreclosure rate with one in every 119 housing
units receiving a foreclosure filing in November -- 3.5 times the
national average.  A total of 9,295 Nevada properties received a
foreclosure filing during the month, a 33 percent decrease from
the previous month and also a 33 percent decrease from November
2008.  Nevada's November total was 52 percent below its July total
of 19,535 properties with foreclosure filings.

Florida posted the nation's second highest state foreclosure rate
in November with one in every 165 housing units receiving a
foreclosure filing during the month.  Florida took the No. 2 spot
from California, which posted the nation's third highest
foreclosure rate -- one in every 180 housing units received a
foreclosure filing during the month.

After three straight months of decreases, Arizona foreclosure
activity increased nearly 8 percent in November and the state
documented the nation's fourth highest foreclosure rate with one
in every 186 housing units receiving a foreclosure filing.

Despite a nearly 2 percent decrease in foreclosure activity from
the previous month, Idaho posted the fifth highest state
foreclosure rate in November with one in every 259 housing units
receiving a foreclosure filing.

Other states with foreclosure rates ranking among the nation's 10
highest were Michigan, Illinois, Utah, Maryland, and New Jersey.

Four states account for more than 50 percent of national total

For the second month in a row, the same four states accounted for
52 percent of the nation's total foreclosure activity: California,
Florida, Illinois and Michigan.

Despite a 13 percent decrease in foreclosure activity from the
previous month, California continued to post the highest total of
any state with 73,995 properties receiving a foreclosure filing in
November -- still up 22 percent from November 2008 but down nearly
32 percent from its July peak of 108,104.  November marked the
fourth straight month that California foreclosure activity has
declined on a month-over-month basis.

After two straight month-over-month decreases, Florida foreclosure
activity increased slightly in November.  A total of 52,935
Florida properties received foreclosure filings during the month,
an increase of nearly 2 percent from the previous month and up
nearly 8 percent from November 2008.

Illinois foreclosure activity decreased nearly 18 percent from a
record high in October, but the state's 16,422 properties
receiving foreclosure filings in November was still nearly 108
percent higher than November 2008 and third highest among all the
states.

A total of 15,988 Michigan properties received foreclosure filings
in November, a decrease of nearly 3 percent from the previous
month but still nearly 10 percent above the state's total in
November 2008.

Other states with totals among the 10 highest in the country were
Arizona (14,349), Texas (12,095), Ohio (10,587), Georgia (9,664),
Nevada (9,295) and New Jersey (9,227).

Las Vegas drops out of top spot among 10 highest metro foreclosure
rates

After four straight months with the nation's top foreclosure rate
among metropolitan areas with a population of at least 200,000,
Las Vegas dropped to No. 5 thanks to a 33 percent decrease in
foreclosure activity from the previous month.  One in every 102
Las Vegas housing units received a foreclosure filing in November
-- still more than four times the national average.

The top three metro foreclosure rates were in California.  Merced
took the top spot, with one in every 83 housing units receiving a
foreclosure filing in November thanks in part to a 21 percent
increase in foreclosure activity from the previous month.
Stockton foreclosure activity increased 37 percent from the
previous month, and the city documented the nation's second
highest metro foreclosure rate with one in every 85 housing units
receiving a foreclosure filing.  Despite a 7 percent decrease in
foreclosure activity from the previous month, Modesto posted the
nation's third highest metro foreclosure rate, with one in every
87 housing units receiving a foreclosure filing in November.

Other California metro areas with foreclosure rates in the top 10
were Riverside-San Bernardino-Ontario at No. 6 (one in every 102
housing units); Bakersfield at No. 7 (one in 111); Vallejo-
Fairfield at No. 9 (one in 126); and Sacramento-Arden-Arcade-
Roseville at No. 10 (one in 132).

Florida accounted for two of the top 10 metro foreclosure rates:
Cape Coral-Fort Myers at No. 4 with one in every 96 housing units
receiving a foreclosure filing; and Orlando-Kissimmee at No. 8
with one in every 120 housing units receiving a foreclosure
filing.

                        Report methodology

The RealtyTrac U.S. Foreclosure Market Report provides a count of
the total number of properties with at least one foreclosure
filing entered into the RealtyTrac database during the month --
broken out by type of filing by state, county and metropolitan
statistical area.  Some foreclosure filings entered into the
database during the month may have been recorded in previous
months.  Data is collected from more than 2,200 counties
nationwide, and those counties account for more than 90 percent of
the U.S. population.  RealtyTrac's report incorporates documents
filed in all three phases of foreclosure: Default -- Notice of
Default (NOD) and Lis Pendens (LIS); Auction -- Notice of Trustee
Sale and Notice of Foreclosure Sale (NTS and NFS); and Real Estate
Owned, or REO properties (that have been foreclosed on and
repurchased by a bank).  If more than one foreclosure document is
received for a property during the month, only the most recent
filing is counted in the report.  The report also checks if the
same type of document was filed against a property in a previous
month.  If so, and if that previous filing occurred within the
estimated foreclosure timeframe for the state the property is in,
the report does not count the property in the current month.



* BOND PRICING -- For the Week From December 7 to 11, 2009
----------------------------------------------------------
  Company           Coupon    Maturity    Bid Price
  -------           ------    --------    ---------
ABITIBI-CONS FIN     7.875    8/1/2009            9
BOWATER INC          9.000    8/1/2009           20
BOWATER INC          9.500  10/15/2012           25
BOWATER INC          6.500   6/15/2013         22.5
AMBAC INC            9.375    8/1/2011           49
ADVANTA CAP TR       8.990  12/17/2026        6.004
APRIA HEALTHCARE     3.375    9/1/2033           58
ANTHRACITE CAP      11.750    9/1/2027           20
AMER GENL FIN        4.000  12/15/2009        99.25
AMD-CALL12/09        7.750   11/1/2012       101.44
AMBASSADORS INTL     3.750   4/15/2027        49.75
ALERIS INTL INC      9.000  12/15/2014          0.5
ALERIS INTL INC     10.000  12/15/2016        0.494
METALDYNE CORP      11.000   6/15/2012          3.5
SPACEHAB INC         5.500  10/15/2010         45.2
AT HOME CORP         0.525  12/28/2018        0.125
LASALLE FNDG LLC     5.000  12/15/2009         99.3
MERRILL LYNCH        9.000    3/9/2011        95.75
BANK NEW ENGLAND     8.750    4/1/1999        9.011
BANK NEW ENGLAND     9.875   9/15/1999          9.5
BLOCKBUSTER INC      9.000    9/1/2012           54
BALLY TOTAL FITN    13.000   7/15/2011            2
B&G FOODS INC       12.000  10/30/2016          0.8
BANKUNITED FINL      6.370   5/17/2012            7
BANKUNITED FINL      3.125    3/1/2034            8
CAPMARK FINL GRP     5.875   5/10/2012       22.501
COMPUCREDIT          3.625   5/30/2025           44
COMPUDYNE CORP       6.250   1/15/2011         39.5
CONGOLEUM CORP       8.625    8/1/2008           20
CHAMPION ENTERPR     2.750   11/1/2037          2.5
COLLINS & AIKMAN    12.875   8/15/2012       0.9975
COLONIAL BANK        6.375   12/1/2015         0.26
CNP-CALL01/10        6.000   3/15/2012        97.75
COOPER-STANDARD      8.375  12/15/2014           27
CITADEL BROADCAS     8.000   2/15/2011         17.5
DECODE GENETICS      3.500   4/15/2011        8.063
DECODE GENETICS      3.500   4/15/2011       8.0625
DECODE GENETICS      3.500   4/15/2011          6.5
DOWNEY FINANCIAL     6.500    7/1/2014           25
EDDIE BAUER HLDG     5.250    4/1/2014        0.346
FORD MOTOR CRED      5.250  12/21/2009           99
F-CALL12/09          5.700   3/22/2010         99.5
F-CALL12/09          5.750   3/22/2010       98.786
F-CALL12/09          6.300   3/22/2010         98.5
F-CALL12/09          5.650  12/20/2010       98.257
F-CALL12/09          6.000  12/20/2010        99.25
FRANKLIN BANK        4.000    5/1/2027            2
FLEETWOOD ENTERP    14.000  12/15/2011        31.25
FINLAY FINE JWLY     8.375    6/1/2012          2.5
FAIRPOINT COMMUN    13.125    4/1/2018           14
FAIRPOINT COMMUN    13.125    4/2/2018           12
GENERAL MOTORS       9.450   11/1/2011         13.7
GENERAL MOTORS       7.125   7/15/2013       23.225
GENERAL MOTORS       7.700   4/15/2016           21
GENERAL MOTORS       8.800    3/1/2021           23
GENERAL MOTORS       9.400   7/15/2021           22
GMAC LLC             5.400  12/15/2009         98.5
GMAC LLC             5.400  12/15/2009           99
HAIGHTS CROSS OP    11.750   8/15/2011         40.5
HILTON HOTELS        7.200  12/15/2009        98.95
155 E TROPICANA      8.750    4/1/2012           21
HAWAIIAN TELCOM      9.750    5/1/2013            3
IDEARC INC           8.000  11/15/2016            7
INDALEX HOLD        11.500    2/1/2014         1.05
INN OF THE MOUNT    12.000  11/15/2010           41
KAISER ALUM&CHEM    12.750    2/1/2003            2
LAZYDAYS RV         11.750   5/15/2012            5
LEHMAN BROS HLDG     7.200   8/15/2009        17.76
LEHMAN BROS HLDG     7.875   11/1/2009        18.75
LEHMAN BROS HLDG     4.500   7/26/2010       19.438
LEHMAN BROS HLDG     7.875   8/15/2010       18.969
LEHMAN BROS HLDG     4.375  11/30/2010        19.25
LEHMAN BROS HLDG     5.000   1/14/2011           19
LEHMAN BROS HLDG     6.000    4/1/2011         14.5
LEHMAN BROS HLDG     5.750   4/25/2011        18.75
LEHMAN BROS HLDG     5.750   7/18/2011       18.375
LEHMAN BROS HLDG     4.500    8/3/2011        15.75
LEHMAN BROS HLDG     6.625   1/18/2012           19
LEHMAN BROS HLDG     5.250    2/6/2012         18.5
LEHMAN BROS HLDG     1.500   3/23/2012           17
LEHMAN BROS HLDG     6.000   7/19/2012       20.125
LEHMAN BROS HLDG     5.000   1/22/2013         14.5
LEHMAN BROS HLDG     5.625   1/24/2013        19.75
LEHMAN BROS HLDG     5.100   1/28/2013         15.5
LEHMAN BROS HLDG     5.000   2/11/2013        14.75
LEHMAN BROS HLDG     4.800   2/27/2013         12.5
LEHMAN BROS HLDG     4.700    3/6/2013           14
LEHMAN BROS HLDG     5.000   3/27/2013        15.95
LEHMAN BROS HLDG     5.750   5/17/2013        18.75
LEHMAN BROS HLDG     5.250   1/30/2014           12
LEHMAN BROS HLDG     4.800   3/13/2014           20
LEHMAN BROS HLDG     5.000    8/3/2014         13.5
LEHMAN BROS HLDG     6.200   9/26/2014        19.75
LEHMAN BROS HLDG     5.150    2/4/2015        16.25
LEHMAN BROS HLDG     5.250   2/11/2015         16.3
LEHMAN BROS HLDG     8.800    3/1/2015       15.875
LEHMAN BROS HLDG     6.000   6/26/2015       12.875
LEHMAN BROS HLDG     8.500    8/1/2015        19.25
LEHMAN BROS HLDG     5.000    8/5/2015       10.868
LEHMAN BROS HLDG     6.000  12/18/2015        16.75
LEHMAN BROS HLDG     5.500    4/4/2016         18.5
LEHMAN BROS HLDG     5.750    1/3/2017         0.41
LEHMAN BROS HLDG     8.920   2/16/2017        15.25
LEHMAN BROS HLDG    11.000  10/25/2017       16.375
LEHMAN BROS HLDG     5.875  11/15/2017        18.75
LEHMAN BROS HLDG     5.600   1/22/2018        15.84
LEHMAN BROS HLDG     5.700   1/28/2018       16.375
LEHMAN BROS HLDG     5.500    2/4/2018         16.4
LEHMAN BROS HLDG     5.550   2/11/2018         16.5
LEHMAN BROS HLDG     6.000   2/12/2018           16
LEHMAN BROS HLDG     5.500   2/19/2018         16.5
LEHMAN BROS HLDG     5.350   2/25/2018        16.75
LEHMAN BROS HLDG     5.250    3/5/2018       10.899
LEHMAN BROS HLDG     5.500   11/4/2018        11.02
LEHMAN BROS HLDG     8.050   1/15/2019         15.5
LEHMAN BROS HLDG     7.000   4/16/2019           16
LEHMAN BROS HLDG     6.000   1/22/2020        16.75
LEHMAN BROS HLDG     6.000   2/12/2020           16
LEHMAN BROS HLDG     5.100   2/15/2020           14
LEHMAN BROS HLDG     5.800    9/3/2020           14
LEHMAN BROS HLDG     5.650   9/14/2020           14
LEHMAN BROS HLDG     6.000   1/29/2021         16.5
LEHMAN BROS HLDG     6.250    2/5/2021           16
LEHMAN BROS HLDG     8.750  12/21/2021         12.5
LEHMAN BROS HLDG     8.000    3/5/2022           11
LEHMAN BROS HLDG     8.500   6/15/2022        15.75
LEHMAN BROS HLDG    11.000   6/22/2022        15.25
LEHMAN BROS HLDG     6.750    7/1/2022           16
LEHMAN BROS HLDG    11.000   8/29/2022           16
LEHMAN BROS HLDG    11.500   9/26/2022       12.813
LEHMAN BROS HLDG     6.600   10/3/2022         16.5
LEHMAN BROS HLDG     6.400  10/11/2022        14.95
LEHMAN BROS HLDG     9.500  12/28/2022       16.375
LEHMAN BROS HLDG     9.500   1/30/2023           17
LEHMAN BROS HLDG     8.750    2/6/2023           12
LEHMAN BROS HLDG     6.250   2/22/2023           15
LEHMAN BROS HLDG     8.400   2/22/2023           14
LEHMAN BROS HLDG     9.500   2/27/2023       16.375
LEHMAN BROS HLDG     6.500   2/28/2023       16.375
LEHMAN BROS HLDG     6.500    3/6/2023        16.25
LEHMAN BROS HLDG    10.000   3/13/2023       16.125
LEHMAN BROS HLDG     8.000   3/17/2023       13.875
LEHMAN BROS HLDG     7.000   5/12/2023       14.812
LEHMAN BROS HLDG     5.000   5/28/2023           13
LEHMAN BROS HLDG    18.000   7/14/2023       14.271
LEHMAN BROS HLDG     6.100   8/12/2023           16
LEHMAN BROS HLDG     5.600   9/23/2023         11.5
LEHMAN BROS HLDG     7.730  10/15/2023         15.6
LEHMAN BROS HLDG    10.375   5/24/2024           11
LEHMAN BROS HLDG     6.625   7/27/2027           15
LEHMAN BROS HLDG     6.500   9/20/2027           14
LEHMAN BROS HLDG     6.500  10/18/2027       15.001
LEHMAN BROS HLDG     6.750  11/22/2027           14
LEHMAN BROS HLDG    11.000   3/17/2028           16
LEHMAN BROS HLDG     5.550    3/9/2029       12.625
LEHMAN BROS HLDG     5.900    5/4/2029       14.812
LEHMAN BROS HLDG     6.200   5/25/2029       16.125
LEHMAN BROS HLDG     5.750   8/24/2029       15.125
LEHMAN BROS HLDG     6.850   8/16/2032           16
LEHMAN BROS HLDG     6.900    9/1/2032       15.625
LEHMAN BROS HLDG     7.000   10/4/2032         16.5
LEHMAN BROS HLDG     6.500  11/15/2032           14
LEHMAN BROS HLDG     6.750   3/11/2033         13.5
LEHMAN BROS HLDG     6.900   6/20/2036         11.9
LEHMAN BROS HLDG     6.400  12/19/2036        16.25
LEHMAN BROS HLDG     6.500  12/22/2036           13
LEHMAN BROS HLDG     6.500   2/13/2037        15.15
LEHMAN BROS HLDG     6.500   6/21/2037         16.5
LEHMAN BROS HLDG     6.500   7/13/2037           15
LEHMAN BROS HLDG     7.000   7/27/2037           13
LEHMAN BROS HLDG     7.000   9/28/2037           15
LEHMAN BROS HLDG     7.000  11/16/2037           14
LEHMAN BROS HLDG     7.000  12/28/2037         15.2
LEHMAN BROS HLDG     7.000   1/31/2038           16
LEHMAN BROS HLDG     7.000    2/1/2038           15
LEHMAN BROS HLDG     7.000    2/7/2038        16.75
LEHMAN BROS HLDG     7.000    2/8/2038       16.375
LEHMAN BROS HLDG     7.050   2/27/2038        16.75
LEHMAN BROS HLDG     7.250   2/27/2038        14.75
LEHMAN BROS HLDG     7.100   3/25/2038        13.75
LEHMAN BROS HLDG     7.000   4/22/2038        13.25
LEHMAN BROS HLDG     7.250   4/29/2038        12.38
LEHMAN BROS HLDG     7.350    5/6/2038           11
CREDENCE SYSTEM      3.500   5/15/2010           62
LTX-CREDENCE         3.500   5/15/2011           55
MILLENNIUM AMER      7.625  11/15/2026        17.55
MAJESTIC STAR        9.500  10/15/2010           65
MAJESTIC STAR        9.750   1/15/2011           10
MERISANT CO          9.500   7/15/2013         12.4
MORRIS PUBLISH       7.000    8/1/2013           29
NORTH ATL TRADNG     9.250    3/1/2012        34.15
NEFF CORP           10.000    6/1/2015         14.6
NETWORK COMMUNIC    10.750   12/1/2013       40.125
NEWARK GROUP INC     9.750   3/15/2014       39.075
NEWPAGE CORP        12.000    5/1/2013         50.6
NTK HOLDINGS INC    10.750    3/1/2014          3.5
OSCIENT PHARM       12.500   1/15/2011        3.625
PANOLAM INDUSTRI    10.750   10/1/2013         31.5
PALM HARBOR          3.250   5/15/2024           54
PMI CAPITAL I        8.309    2/1/2027        20.75
QUALITY DISTRIBU     9.000  11/15/2010       61.104
RAFAELLA APPAREL    11.250   6/15/2011         34.5
RAIT FINANCIAL       6.875   4/15/2027  40.19172668
RESIDENTIAL CAP      8.375   6/30/2010           62
RESIDENTIAL CAP      8.000   2/22/2011           65
REV-CALL12/09        9.500    4/1/2011        101.5
RH DONNELLEY         6.875   1/15/2013          7.5
RH DONNELLEY         6.875   1/15/2013          8.5
RH DONNELLEY         6.875   1/15/2013           10
DEX MEDIA WEST       9.875   8/15/2013        31.52
DEX MEDIA INC        8.000  11/15/2013           25
DEX MEDIA INC        9.000  11/15/2013           25
DEX MEDIA INC        9.000  11/15/2013         25.5
RH DONNELLEY         8.875   1/15/2016        8.625
RH DONNELLEY         8.875  10/15/2017            7
ROTECH HEALTHCA      9.500    4/1/2012           51
ISTAR FINANCIAL      5.375   4/15/2010         86.5
SIX FLAGS INC        9.750   4/15/2013           20
SIX FLAGS INC        9.625    6/1/2014           19
SIX FLAGS INC        4.500   5/15/2015           21
STANLEY-MARTIN       9.750   8/15/2015           30
STATION CASINOS      6.000    4/1/2012        21.75
STATION CASINOS      6.500    2/1/2014            1
STATION CASINOS      6.875    3/1/2016          1.5
STATION CASINOS      7.750   8/15/2016           20
STATION CASINOS      6.625   3/15/2018          1.3
SILVERLEAF RES       8.000    4/1/2010         90.7
TEKNI-PLEX INC      12.750   6/15/2010           77
THORNBURG MTG        8.000   5/15/2013          8.5
TMO-CALL12/09        6.750   8/15/2014       101.25
TRANSMERIDIAN EX    12.000  12/15/2010       12.114
TOM'S FOODS INC     10.500   11/1/2004         2.25
TOUSA INC            9.000    7/1/2010           47
TOUSA INC            9.000    7/1/2010         47.5
TOUSA INC            7.500   3/15/2011         5.24
TOUSA INC           10.375    7/1/2012         5.24
TOUSA INC            7.500   1/15/2015         5.24
TRIBUNE CO           4.875   8/15/2010           15
TIMES MIRROR CO      7.250    3/1/2013           19
TRIBUNE CO           5.250   8/15/2015           20
TIMES MIRROR CO      7.500    7/1/2023           13
TRUMP ENTERTNMNT     8.500    6/1/2015        3.131
VERENIUM CORP        5.500    4/1/2027         45.5
VERASUN ENERGY       9.375    6/1/2017       15.438
VISTEON CORP         7.000   3/10/2014         26.5
WCI COMMUNITIES      9.125    5/1/2012            2
WCI COMMUNITIES      7.875   10/1/2013        1.125
WCI COMMUNITIES      4.000    8/5/2023       1.5625
WII COMPONENTS      10.000   2/15/2012           60
WASH MUTUAL INC      4.200   1/15/2010           95
WASH MUTUAL INC      8.250    4/1/2010         81.5
WASH MUT BANK NV     5.550   6/16/2010       35.625
WASH MUT BANK FA     6.875   6/15/2011        0.625
WASH MUT BANK NV     5.500   1/15/2013         0.53
WASH MUT BANK NV     5.950   5/20/2013         0.25
WASH MUT BANK FA     5.650   8/15/2014         0.55
WASH MUT BANK FA     5.125   1/15/2015         0.53
USFREIGHTWAYS        8.500   4/15/2010         64.1
YELLOW CORP          5.000    8/8/2023           52
YELLOW CORP          5.000    8/8/2023           49



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **