TCR_Public/091215.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, December 15, 2009, Vol. 13, No. 346

                            Headlines


72 TOWNSEND: Files for Chapter 11 with $12.2 Million Debt
ADVANCED DISPOSAL: Moody's Assigns 'Ba3' Corporate Family Rating
ALERIS INT'L: Ernst & Young Bills $658,000 for July to October
ALERIS INT'L: Gets Nod to Supplement Deloitte Valuation Work
ALERIS INT'L: Plan Exclusivity Hearing on January 11

ALLIED PROPERTIES: DBRS Confirms Issuer Rating of 'BB'
ANGEL ACQUISITION: Posts $265,000 Net Loss in Q3 2009
ARCELORMITTAL: To Slash 3.5% of Global Workforce
ARCLIN US: Canadian Court Confirms Plan of Arrangement
ART ADVANCED: Completes Restructuring with Implementation of Plan

ASARCO LLC: Bounds Liability Claim Settlement Approved
ASARCO LLC: Plan Administrator Proposes $0 Reserve on USW Claim
ASARCO LLC: Plan Administrator Sets Funds Flow Memo
ASARCO LLC: Sterlite Purchase Pact Now Terminated
ATLANTIC MARINE: AHL Shipping Sends Units to Chapter 11 Bankruptcy

BARK GROUP: Reports $699,000 Net Loss in Q3 2009; Revenue Declines
BERNARD MADOFF: Santander Supports Trustee in Claim Calculation
BIOFUEL ENERGY: Gets Nasdaq Delisting Warning; May Go Bankrupt
BLACK GAMING: Moody's Withdraws 'Ca' Corporate Family Rating
BON-TON STORES: S&P Changes Outlook to Stable, Affirms 'B-' Rating

CANADIAN SUPERIOR: Brower Piven Files Class Suit for Investors
CAPMARK FIN'L: ACAs CRE Seeks Amendment to Put Option
CAPMARK FIN'L: Warren Buffett Completes Purchase of Mortgage Biz.
CAPMARK FIN'L: Proposes Deloitte & Touche as Auditors
CIT GROUP: Amends Form S-8 with SEC to Cancel Old Stock

CIT GROUP: Fitch Withdraws 'D' Long-Term Issuer Default Rating
CITADEL BROADCASTING: Looks to File for Bankruptcy
CITADEL BROADCASTING: Prepares To File Prepackaged Ch. 11
CITADEL BROADCASTING: Discussions Won't Move Moody's 'Caa3' Rating
CITIGROUP INC: Has Deal to Pay $20 Billion TARP Loan

CITIGROUP INC: Files Prospectus for $35 Million T-DECS Offering
CITY LOFTS LLC: Owners of Commercial Land File in Phoenix
CLEAR CHANNEL: Expects to Post Up to $5.5 Billion 2009 Revenue
CLEAR CHANNEL: Meyer Inks New Employment Deal with Outdoor Unit
CLEAR CHANNEL: Outdoor Unit to Offer $750 Million in Senior Notes

CLEM CARINALLI: Gets Court Approval to Sell Vallejo Property
COMMERCIAL VEHICLE: To Close Norwalk Facility After April 2010
COMMUNICATION ACCESS: Financial Woes Cue Chapter 11 Filing
CONCORD STEEL: Court Approves LB Steel's $10.7-Mil. Purchase
CONEXANT SYSTEMS: Swaps $3.18 Million in Bond Debt for Equity

CONSECO INC: S&P Puts 'CCC' Rating on CreditWatch Positive
COOPERATIVA DE SEGUROS: A.M. Best Downgrades FSR to 'B-'
COYOTES HOCKEY: Ice Edge Plans to Buy Coyotes Team from NHL
CRESCENT RESOURCES: Taps Andrew Hede's Help to Exit Bankruptcy
DBSD NORTH AMERICA: Dish Network Opposes Financing

DELTA AIR: American Air Counters Delta's JAL Bid With $1 Bil.
DELTA AIR: Post-Effective Date Committee Dissipation Notice
DELTA AIR: To Hold Webcast for Investors Today
DENNY HECKER: Faces Two Lawsuits by Banks
DUBAI WORLD: Abu Dhabi to Provide $10 Billion Funding

DURA AUTOMOTIVE: Patriarch Partners to Invest $125 Million
ECOLOCAP SOLUTIONS: Posts $93,700 Net Loss in Q3 2009
EDDIE BAUER: To Shut Down Holland Store on January 3
EDRA BLIXSETH: Seized Jewelry Up For Bids at Estate Jewelry
ELEPHANT TALK: Posts $5.6 Million Net Loss in Q3 2009

ENBRIDGE ENERGY: DBRS Confirms Rating of 'BB'
EVERGREEN INTERNATIONAL: Limited Liquidity Cues S&P's Junk Rating
EXTENDED STAY: Examiner Report to Cost $4 Million
FAIRFIELD RESIDENTIAL: Files for Chapter 11 in Delaware
FAIRFIELD RESIDENTIAL: Case Summary & 20 Largest Unsec. Creditors

FLEETWOOD ENTERPRISES: Near Filing 'Consensual Plan'
FLEETWOOD HOMES: Cavco Industries Gets Gholson Road Property
FONTAINEBLEAU LV: Court OKs January 21 Auction for Retail Units
FONTAINEBLEAU LV: Craig Road Sends Letter Interest for Casino
FONTAINEBLEAU LV: Retail Units' Sec. 341 Meeting Set for Dec. 22

FONTAINEBLEAU LV: Wants to Pay $1.09MM Incentive to 24 Employees
FONTAINEBLEAU LV: Retail Units Want Dec. 15 Deadline for Schedules
FORD MOTOR: Blocked WPP-Chrysler Collaboration
FREEDOM COMMUNICATIONS: JPMorgan Fight Bid to Appoint Examiner
GENERAL MOTORS: Weil Gotshal Gets $1.5MM for October Work

GENERAL MOTORS: CFO Young Named VP of International Operations
GENERATION BRANDS: Terms of Prearranged Chapter 11 Plan
GENTA INC: Files Modified Redacted Copy of IDIS Supply Agreement
GEOKINETICS HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
GEOKINETICS HOLDINGS: S&P Assigns 'B' Corporate Credit Rating

GHENT DEVELOPMENT: Files for Bankruptcy to Avert Foreclosure
GIGOPTIX INC: Posts $1.2 Million Net Loss in Q3 2009
GOODMAN GLOBAL: Moody's Maintains 'B3' Rating on $320 Mil. Notes
HAWAII BIOTECH: Files Chapter 11 in Honolulu, Hawaii
HELIX WIND: Posts $8.84 Million Net Loss in Q3 2009

HELIX WIND: Inks Settlement Agreement with Kenneth Morgan
HELLER EHRMAN: Creditors Reach $1.6M Deal in Chapter 11
HENRY MILLER: Fights to Convert Liquidation Case to Chapter 11
HEXION SPECIALTY: Lenders Pledge $147 Million in New Loans
INTERNATIONAL CONSOLIDATED: Earns $340,000 in Q3 2009

IRWIN BARKAN: Court Declares Mistrial in Dunkin' Lawsuit
JOHN D OIL: Posts $271,000 Net Loss in Third Quarter
KIDS CONNECTIONS: Inability to Form Plan Cues Chapter 7 Case
KENTUCKY DATA: Moody's Affirms Corporate Family Rating at 'B1'
KOBRA PROPERTIES: Closed Two Jack in the Box Restaurants

LEHMAN BROTHERS: Gets Nod for Process to Unwind Receivables
LEHMAN BROTHERS: Gets Nod for Rights to Collect on Employee Loans
LEHMAN BROTHERS: LBI Trustee Wants Removal Period Until June 11
LEHMAN BROTHERS: LBI Trustee Wants to Transfer Customer Account
LEHMAN BROTHERS: Deutsche Has Deal to Foreclose on BNC Property

LEHMAN BROTHERS: Court OKs Stipulation With BNY on Turnover
LEHMAN BROTHERS: U.S. Trustee Against Bonuses for Derivatives
LEHMAN BROTHERS: State Street Disputes Rejection of $80-Mil. Claim
LUNA INNOVATIONS: Hansen Medical Settles Litigation Against Firm
LYONDELL CHEMICAL: Trial to be Held on Settlement with Banks

LYONDELL CHEMICAL: October Results Well Ahead of Plan
LYONDELL CHEMICAL: Parent to Close Germany Plant
LYONDELL CHEMICAL: Solvay Tax Payment Pact Amended
MAGNA ENTERTAINMENT: Gets Bid From Former Track-Owner De Francis
MAIDENFORM BRANDS: Moody's Withdraws 'Ba3' Corporate Family Rating

MERCER INT'L: Completes Swap of 2010 Notes for 2012 Notes
MERRILL LYNCH: DBRS Downgrades Rating to 'C'
MOBILE BAY INVESTMENTS: Fights to Exit Chapter 11 Bankruptcy
MORRIS PUBLISHING: Now Soliciting Votes for Offer, Ch. 11 Plan
MOTORSPORT AFTERMARKET: S&P Cuts Corporate Credit Rating to 'CCC'

MOUNT CARROLL MUTUAL: A.M. Best Affirms FSR of 'B'
NAVISTAR INT'L: Production Changes Cue CVG to Close Norwalk Plant
OLANA: Files for Chapter 11 Bankruptcy
OMNICOMM SYSTEMS: Posts $3.02 Million Net Loss in Q3 2009
OPUS SOUTH: Files Bankruptcy Rule 2015.3 Report

OPUS SOUTH: Removal Period Extended Until March 18
OPUS SOUTH: Lease Decision Period Extended to March 1
OPUS WEST: To Pay Bonuses to Employees After December 30
OSCIENT PHARMACEUTICALS: Wants to Have Until Jan. for Ch. 11 Plan
OTTER TAIL: Gets Final Approval to Access Lenders Cash Collateral

PALM ENERGY: Ch. 11 Cure Amounts Vex Pisces Creditors
PENN TRAFFIC: PBGC Wants To Amend Bidding and Sale Procedures
PHOENIX FOOTWEAR: Reports $60,000 Net Income in Q3 2009
POPULAR INC: S&P Downgrades Counterparty Credit Rating to 'B-/C'
PRIME COLORANTS: Case Summary & 20 Largest Unsecured Creditors

PRIME GROUP: Suspends Series B Preferred Dividends for Q4
PUREDEPTH INC: Reports $1,054,748 Net Loss for October 31 Quarter
QUEST RESOURCE: Board Approves Grants of Stock Bonus Awards
QUEST RESOURCE: Cherokee Loan Maturity Extended to December 17
QUEST RESOURCE: Inks Employment Agreement With CFO Eddie LeBlanc

READER'S DIGEST: Colt Telecom Confirms RD Selecciones Has No Debt
READER'S DIGEST: Creditors Want Payment for Sec. 503 Admin. Claim
REGENT COMMUNICATIONS: S&P Affirms 'CCC' Corporate Credit Rating
ROCKET SCIENCE: Filed Chapter 7 Bankruptcy Protection
RURAL/METRO CORP: S&P Raises Corporate Credit Rating to 'B+'

SIELOX INC: Incurs $2.2 Million Net Loss in Third Quarter
SIX FLAGS: Wins Approval of Disclosure Statement
SOLUTIA INC: Discontinues Operations at Cologne, Germany
SOLUTIA INC: Seeks Final Decree Closing Chapter 11 Cases
SPA CHAKRA: Files for Bankruptcy, Plans to Sell Assets to Hercules

STANT PARENT: Has Until January 25 to File Chapter 11 Plan
STATE OF CALIFORNIA: Probed Rating Agencies' Role in Fin'l Crisis
STATION CASINOS: Temporary Compromise Approved by Court
STATION CASINOS: Plan Exclusivity Extended Until March 25
SYNOVICS PHARMACEUTICALS: Cancels Registration of Common Stock

TATANKA DEVELOPMENT: Court Sets Case Dismissal Hearing on Feb. 3
TAVERN ON THE GREEN: Streambank Selected to Market Assets
TAYLOR BEAN: Bruce Layman & Bill Maloney Joined Board
TAYLOR-WHARTON: Section 341(a) Meeting Slated for December 29
TELKONET INC: Amends 2008 Annual & 2009 Quarterly Reports

TIMOTHY HEATH: Case Summary & 20 Largest Unsecured Creditors
TOUSA INC: Proposes Sale Agreement With G. Campana
TOUSA INC: Proposes to Sell Fla. Lot Assets to Starwood
TOUSA INC: Proposes to Supplement LLV-1 Settlement
TRIPLE CROWN MEDIA: Court Confirms Plan; Exits Bankruptcy

TRONOX INC: In 'Active' Negotiations with Creditors on Plan
TROPICANA ENT: NJ Debtors Get Nod to Renew D&O Insurance Policy
TROPICANA ENT: NJ Debtors Lease Decision Period Extended Feb. 23
TROPICANA ENT: T. McCartney Named Las Vegas President
TRUMP ENTERTAINMENT: C. Icahn Buys Beal's Secured Claims

TUMBLEWEED INC: Court to Consider Chapter 11 Plan on December 22
TUSCANY AT GARDEN OAKS: Filed for Bankruptcy
TVI CORPORATION: Wins Confirmation Plan; IRT Created
UAL CORP: Plans Ties With All Nippon and Continental on Open Skies
UAL CORP: Records Best On-Time Performance for November

UAL CORP: Signs Separation Agreement With P. Lovejoy
UNBRIDLED ENERGY: Gets January 15 Extension of Forbearance Pact
UNIFI INC: Dillon Yarn Deal Extended for Another Year
UNIGENE LABORATORIES: Dismisses One Third of Workers
UNIVERSITY SHOPPES: Files List of Largest Unsecured Creditors

UNIVERSITY SHOPPES: Files Schedules of Assets and Liabilities
US AIRWAYS: Reports November Traffic Results
US AIRWAYS: Updates Financial Statements in Form 10-K
US AIRWAYS: Updates Operational Outlook for 2009
US AIRWAYS: Wants Mitchell, et al., Reconsideration Plea Denied

VATCHE MANOUKIAN: Financial Woe Prompts Chapter 11 Filing
VENTANA HILLS: Files Schedules of Assets and Liabilities
VERMILLION INC: Seven-Member Equity Committee Appointed
VERMILLION INC: W. Wallen Named to Board of Directors
VIEW SYSTEMS: Reports $140,500 Net Loss in Q3 2009

VISTEON CORP: Proposes to Allow Sale of TVAP/TVEC JV Interests
VISTEON CORP: Proposes to Enter Into Settlement With Halla Canada
VISTEON CORP: Proposes to Sell Interest in Connersville Property
VISTEON CORP: Wants to Assume Laredo & El Paso Leases
WEST FRASER TIMBER: DBRS Assigns Issuer Rating of 'BB'

WEST HAWK: Court Extends Ch. 11 Plan Filing Until February 11
WHITEHALL JEWELERS: Holdings Financing Approval Sought
WIZZARD SOFTWARE: Posts $1.5 Million Net Loss in Q3 2009
WOODCREST COUNTRY CLUB: Files Chapter 11 to Refinance Debt
WORKSTREAM INC: Inks Employment Agreement With Jerome Kelliher

YUKON-NEVADA GOLD: Posts $11.7 Million Net Loss in Q3 2009

* Canada Revised Bankruptcy Rules Effective September
* Home Mortgage Cramdown Bill Defeated in House Vote
* McDonald Hopkins Continues Expansion with Talarchyk Joining
* Milavetz Gallop Challenges 2005 Bankruptcy Abuse Provisions

* Large Companies With Insolvent Balance Sheet


                            *********

72 TOWNSEND: Files for Chapter 11 with $12.2 Million Debt
---------------------------------------------------------
72 Townsend St. LLC made a voluntary filing under Chapter 11 with
assets of $9 million and liabilities of $12.2 million, according
to a report by J.K. Dineen and Blanca Torres at San Francisco
Business Times.  The Company owes $9 million to MacQuarie Bank and
$255,990 to SB Architects, the source says, citing papers filed
with the Bankruptcy court.  72 Townsend St. LLC is a real estate
developer and an affiliate of Thompson Development and West Bay
Builder of Novato.


ADVANCED DISPOSAL: Moody's Assigns 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned ratings to Advanced Disposal
Services, Inc.; Probability of Default of B1 and Corporate Family
of Ba3.  Moody's also assigned a rating of Ba3 to the planned
$375 million First Lien Senior Secured Credit Facility due 2013.
The outlook is stable.  These are first time ratings of ADS.

The proceeds of the Credit Facility (a substantial drawing under
the $225 million revolver and $150 million Term Loan B) will be
used to refinance the company's existing credit facility and
$60 million of a $65 million subordinated note issue.

The B1 probability of default rating reflects Moody's belief that
ADS' municipal solid waste operations can sustain their current
positive free cash flow generation, even as management continues
to execute its measured growth strategy.  As a regional operator
with revenues of less than $325 million, ADS' scale trails that of
a number of the rated municipal solid waste companies.  However,
the company reports EBITDA margins that rival many of its rated
larger peers and at about 4.5 years, the average age of its
vehicle fleet is industry-leading.  Moody's believes that the
attainment of industry-leading margins is a good indicator of
management's sharp focus on cost management, which it expects to
continue.  Debt to EBITDA of above four times and EBIT to Interest
below 2.0 times are indicative of high single-B rated issuers.
The ratings also reflect Moody's expectation that the pace of
strengthening of the company's credit metrics profile is likely to
lag that reflected in ADS' refinancing case projection model
because it believes that ADS is likely to continue to pursue
acquisitive growth.  Liquidity is good, with sizeable availability
under the revolving credit and sufficient cushions with financial
covenants.  The Ba3 corporate family rating considers that, while
not expected, recovery under a default scenario would be higher
than other issuers with B1 probability of default and B1 corporate
family ratings because of the all first lien bank debt structure.

The stable outlook considers the benefits that the recession-
resistant nature of the municipal solid waste sector offers to its
participants.  ADS' highly-variable cost structure provides
significant flexibility to mitigate the drag on earnings and
operating cash flows during troughs in the economic cycle.  The
outlook could be changed to positive if ADS is able to
meaningfully expand its revenue base while maintaining its EBITDA
margins and Debt to EBITDA close to the 28% range and 4.2 times,
respectively.  Debt to EBITDA sustained below 3.5 times and FFO +
Interest to Interest sustained above 4.0 times could also lead to
a positive rating action as could Retained Cash Flow to Net Debt
that remains above 20%.  The outlook could be changed to negative
or the ratings directly downgraded should ADS execute an
acquisitive growth strategy that results in a significant increase
in the debt balance and results in Debt to EBITDA being sustained
above 5.0 times.  Debt-funded returns to shareholders could also
lead to a negative rating action as could the inability to sustain
Free Cash Flow to Debt above three percent.

Assignments:

Issuer: Advanced Disposal Services, Inc.

  -- Probability of Default Rating, Assigned B1
  -- Corporate Family Rating, Assigned Ba3
  -- Senior Secured Bank Credit Facility, Assigned Ba3, LGD3, 31%
  -- Senior Secured Bank Credit Facility, Assigned Ba3, LGD3, 31%

Advanced Disposal Services, Inc., headquartered in Jacksonville,
Florida, is an integrated environmental services company serving
the southeastern United States.  The company is the 17th largest
non-hazardous and solid waste disposal company in the U.S.


ALERIS INT'L: Ernst & Young Bills $658,000 for July to October
--------------------------------------------------------------
Four bankruptcy professionals in Aleris International Inc.'s cases
filed interim fee applications to the Court.  They are:

Professional                 Period         Fees      Expenses
------------                ---------    ----------   --------
Ernst & Young LLP           07/01/09-
                             10/31/09      $658,076    $14,230

Richards, Layton & Finger,  07/01/09-
P.A.                        10/31/09        70,490      4,697

Drinker Biddle & Reath LLP  02/12/09-
                             05/31/09        98,957        435

Drinker Biddle & Reath LLP  06/01/09-
                             08/31/09       119,172      1,048

Reed Smith LLP              02/20/09-
                             06/30/09       656,631     17,671

Reed Smith LLP              07/01/09-
                             10/31/09       432,808      9,033

Ernst & Young serves as the Debtors' auditors.  Drinker Biddle is
an ordinary course professional of the Debtors.  Reed Smith is the
Creditors Committee's counsel, while Mesirow serves as the
Committee's financial advisor.

                    About Aleris International

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

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

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


ALERIS INT'L: Gets Nod to Supplement Deloitte Valuation Work
------------------------------------------------------------
Aleris International Inc. and its units obtained permission from
the Court to supplement the retention of Deloitte Financial
Advisory Services LLP for the firm to provide additional valuation
services under a Sept. 24, 2009 Long-Lived Assets Valuation Letter
and an Oct. 19, 2009 Fresh-Start Valuation Letter.

The Debtors originally retained Deloitte FAS to provide valuation
services related to their assets to assist with tax planning and
enable them to comply with Section 864(e) of the Internal Revenue
Code.

Under the Long-Lived Assets Valuation Letter, the services
required will include the evaluation and accounting treatment of
certain long-lived plant assets for purposes of evaluating the
need to prepare a Statement of Financing Accounting Standards
144.  Because of the Debtors' need for the Valuation Services,
Deloitte FAS agreed to commence performing services as of
September 28, 2009.  The Debtors propose to pay Deloitte FAS
under the Long-Lived Assets Valuation pursuant to these rates:

    Classification              Hourly Rate
    --------------              -----------
    Director                       $420
    Senior Manager                 $365
    Manager                        $325
    Senior Associate               $235
    Associate                      $190

Under the Fresh-Start Valuation Letter, the services required
will include the revaluation of the Debtors' assets and
liabilities under the fresh-start accounting principles, in
connection with the Debtors' progress towards the filing and
confirmation of a plan of reorganization.  The Debtors seek
approval to pay Deloitte FAS under the Fresh-Start Valuation
Letter pursuant to these rates:

   Classification                Hourly Rate
   --------------                -----------
   Partner/Principal Director       $455
   Senior Manager                   $380
   Manager                          $330
   Senior Associate                 $250
   Associate and Junior Staff       $200

The Debtors tell the Court that they have paid Deloitte FAS
$5,000 for services provided prior to the Petition Date.

Jill Voigt, a principal of Deloitte Financial Advisory Services
LLP, assures the Court that her firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code.

                    About Aleris International

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

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

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


ALERIS INT'L: Plan Exclusivity Hearing on January 11
----------------------------------------------------
Aleris International, Inc., and its debtor affiliates ask Judge
Brendan L. Shannon of the U.S. Bankruptcy Court for the District
of Delaware to extend their exclusive period to file a Chapter 11
plan through June 7, 2010, and their exclusive period to solicit
acceptances of that plan through August 6, 2010.

Katherine L. Good, Esq., at Richard, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors' cases are very
large and complex and involve both an operational restructuring
and a financial restructuring.  Ms. Good tells the Court that
Aleris is a product of the merger of two companies, Commonwealth
Industries, Inc., and IMCO Recycling, Inc., in December 2004.
After its formation, she adds, Aleris engaged in a number of
acquisitions.  According to Ms. Good, the Debtors had not fully
rationalized and integrated their programs and operations with
those of their debtor and non-debtor subsidiaries as of the
Petition Date.  In addition, Ms. Good notes, the Debtors had
outstanding debt obligations of almost $4 billion under an
elaborate capital structure.

Ms. Good says that in the months leading up to their Chapter 11
filings, the Debtors faced excess supply, decreased demand and
attendant decreased production, falling primary aluminum prices,
negative metal lag, and significant cash margin posting on
transactional hedges, which together contributed to immense
operational challenges and severe liquidity crisis.

Ms. Good asserts that cause exists to extend the Debtors'
Exclusive Periods because:

  (a) the Debtors and their professionals have streamlined
      operations, maintained or renegotiated vendor, supplier
      and customer relationships, sold assets, and rejected
      burdensome leases and contracts;

  (b) the Debtors are continuing to review over 2,000 unexpired
      leases and executory contracts; and

  (c) more than 3,900 proofs of claims were filed against the
      Debtors' estates, which results to the filing of eight
      omnibus objection to claims.

Moreover, Ms. Good notes, the Debtors have been engaged in
discussions with certain key creditors regarding the formulation
of a plan of reorganization.  The negotiations are ongoing and
progressing as well.  She points out that the negotiations have
resulted in:

  -- the supplemental retention of PricewaterhouseCoopers LLP
     to provide analysis and due diligence relating to issues
     that are relevant to the Debtors' emergence from Chapter
     11 and plan formulation;

  -- the exchange of plan term sheets and non-biding backstop
     proposals; and

  -- the solicitation of exit financing proposals.

"The Debtors are not seeking to extend their Exclusive Periods in
order to delay the chapter 11 process or to pressure creditors to
accede to an unfair plan; to the contrary, the Debtors seek the
extension to maintain momentum and finish the consensual process
they've started," Ms. Good asserts.

The Court will convene a hearing on January 11, 2010, to consider
the Debtors' request.  Pursuant to the Local Rule of Bankruptcy
Practice and Procedure of the U.S. Bankruptcy Court for the
District of Delaware 9006-2, the expiration of the Debtors'
Exclusive Periods is extended until the conclusion of that
hearing.

                    About Aleris International

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

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

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


ALLIED PROPERTIES: DBRS Confirms Issuer Rating of 'BB'
------------------------------------------------------
DBRS has confirmed the BB (low) Issuer Rating of Allied Properties
Real Estate Investment Trust (Allied or the Trust), as the Trust
maintains a sound financial profile with support from its
favourable credit metrics and a reasonable payout ratio (90% for
the 12-month period ended Q3 2009) and liquidity position.

The rating confirmation reflects the fact that Allied continues to
operate with reasonable liquidity, consisting mainly of
approximately $70 million available on its revolving credit
facility (reflecting the Trust's $125 million equity issuance on
October 2, 2009, and debt financings post-Q3 2009).  DBRS believes
that Allied's credit facility and good access to mortgage markets
is more than sufficient to fund its modest near-term capital
requirements.  In addition, the Trust has limited exposure to
refinancing over the next couple of years, with only a single
mortgage ($7 million) maturing in 2010 and no more than 5.8% of
total mortgages maturing before the end of 2011.  DBRS believes
that Allied has appropriately managed its balance sheet with
conservative debt levels (47.8% debt-to-gross book value assets
pro forma to include the aforementioned equity issuance) and good
financial flexibility achieved through a reasonable payout ratio,
which should position the Trust well for growth opportunities in
2010, including its current development/intensification projects
and potential property acquisitions.  Allied has indicated that it
plans to make acquisitions in the $100 million to $125 million
range during 2010.  Going forward, DBRS expects Allied to operate
with debt levels in the 50% to 55% range on a debt-to-gross book
value assets basis, which is reflected in the current rating
category.

The rating confirmation also takes into consideration Allied's
well-maintained Class I office portfolio containing 5.5 million
square feet (sq. ft.) of space mainly located in downtown Toronto
(accounts for 50.6% of gross leasable area (GLA)) and Montr‚al
(37.2%).  The portfolio continues to perform well in light of a
challenging economic environment and weakening office
fundamentals.  Allied has achieved good occupancy levels across
its portfolio (96.2% as at Q3 2009) and higher rental rates on 72%
of the space renewed or replaced (503,596 sq. ft.) during the
first nine months of 2009.

DBRS expects office fundamentals to remain weak in 2010 and
Allied's office markets, particularly downtown Toronto, could
continue to experience the effects of a significant amount of new
Class A office space (approximately 3.2 million sq. ft.) becoming
available in the years ahead.  Given the magnitude of this new
supply and its proximity to Allied's downtown Toronto sub-markets,
in the current challenging economic climate there could be a
negative impact on the Trust's portfolio metrics and overall
office fundamentals.  In addition, Allied has a large amount of
lease maturities (52.3% of GLA) that are set to expire by the end
of 2012, which could expose the Trust to releasing risk over this
period.  DBRS notes that Allied has made some progress in
addressing several large lease maturities that come due over the
next couple of years.  Post-Q3 2009, the Trust renewed Desjardins'
lease of 192,157 sq. ft. at 425 Viger Avenue West in Montr‚al for
a term of five years (December 31, 2017) at net rental rates above
in-place rents.  The Trust is also currently negotiating CGI
Inc.'s 280,000 sq. ft. lease at Cit‚ Multim‚dia in Montr‚al.

The current rating is limited by the following challenges:

(1) Allied operates a smaller portfolio consisting of 5.5 million
    square feet, excluding development projects, in comparison
    with other DBRS-rated Canadian REITs that have portfolios
    consisting of 15 million to 20 million square feet.

(2) Allied has a number of concentration risks, including single-
    market exposure -- downtown Toronto accounts for 50.6% of GLA
    -- and asset-type concentration with exposure to office
    fundamentals (office space accounts for 88.1% of GLA).

(3) Allied's top ten tenants are of lower creditworthiness, and
    this exposes the Trust to counterparty risk.  This concern is,
    however, somewhat mitigated by Allied's good property
    locations and some degree of diversification among its top ten
    tenants, with no one tenant accounting for more than 5.5% (CGI
    Inc.) of total rental revenue.

Overall, DBRS believes that Allied's conservative balance sheet,
minimal near-term debt maturities and good financial flexibility
provide underlying support to the Trust's credit profile in light
of the potential for further weakening of office fundamentals in
2010.


ANGEL ACQUISITION: Posts $265,000 Net Loss in Q3 2009
-----------------------------------------------------
Angel Acquisition Corp. reported a net loss of $264,968 on revenue
of $38,284 for the three months ended September 30, 2009, compared
with a net loss of $1,205,200 on revenue of $48,239 for the same
period last year.

At September 30, 2009, the Company's balance sheet showed
$1,757,778 in total assets and $3,428,409 in total liabilities,
resulting in a $1,670,631 shareholders' deficit.

The Company's balance sheet at September 30, 2009, also showed
strained liquidity with $949 in total current assets available to
pay $1,485,471 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?4ba9

                       Going Concern Doubt

The Company has been unable to generate sufficient operating
revenues and has incurred operating losses.  The Company is
dependent upon the available cash on hand and either future sales
of securities or upon its current management and/or advances or
loans from controlling shareholders or corporate officers to
provide sufficient working capital.

There is no assurance that the Company will be able to obtain
additional funding through the sales of additional securities or,
that the funding, if available, will be obtained on terms
favorable to or affordable by the Company.

The report of the Company's independent accountants on its
December 31, 2008 financial statements include an explanatory
paragraph indicating that there is substantial doubt about its
ability to continue as a going concern due to recurring losses and
working capital shortages.

                     About Angel Acquisition

Angel Acquisition Corp. was incorporated under the laws of the
state of Nevada on March 10, 1999, under the name Palomar
Enterprises, Inc.  On February 5, 2008, the Company changed its
name to Angel Acquisition Corp. to properly reflect the change in
business direction.

The Company assists private companies in the process of going
public as well as being a licensed mortgage broker and developer.


ARCELORMITTAL: To Slash 3.5% of Global Workforce
------------------------------------------------
The Wall Street Journal's Robert Guy Matthews and Dow Jones
Newswires' Alex MacDonald report ArcelorMittal is looking to
eliminate about 10,000 jobs, with most of the cuts likely in
Europe and the U.S., where the growth potential is more limited.

According to the report, ArcelorMittal declined to specify layoff
numbers, but people familiar with the matter said the target is
about 3.5% of the 287,000 employees the company had as of
September 30.  The report says many of the cuts are expected to
affect workers who were furloughed after a round of plant idling
earlier this year; the work force also is expected to be reduced
through attrition.

According to the report, ArcelorMittal also said it would increase
steel production so that its capacity utilization rate would rise
to about 70% at the end of this year from 61% in the third
quarter, but that the rate would stay at that level until 2013.
The report says ArcelorMittal added it doesn't expect steel prices
to recover to the heights of 2007 for a decade.

"Company representatives discussed the possibility that the
business could expect some global work-force reductions next year
due mainly to natural attrition and optimization of production,"
Giles Read, spokesman for the steelmaker, said according to the
report. "We don't wish to comment on any figures discussed since
they are not final."

The report also notes ArcelorMittal is still investing and
expanding in the emerging markets.  In the past few months, the
steelmaker said that it has invested in a mill in India and bid to
take over steel operations in Zimbabwe; and is also searching for
more expansion in Brazil, where it can be close to its nearby
iron-ore supply.

                       About ArcelorMittal

ArcelorMittal -- Http://www.arcelormittal.com/ -- is the world's
leading steel company, with operations in more than 60 countries.

ArcelorMittal is the leader in all major global steel markets,
including automotive, construction, household appliances and
packaging, with leading R&D and technology, as well as sizeable
captive supplies of raw materials and outstanding distribution
networks.  With an industrial presence in over 20 countries
spanning four continents, the Company covers all of the key steel
markets, from emerging to mature.

In 2008, ArcelorMittal had revenues of $124.9 billion and crude
steel production of 103.3 million tonnes, representing
approximately 10% of world steel output.

ArcelorMittal is listed on the stock exchanges of New York (MT),
Amsterdam (MT), Paris (MT), Brussels (MT), Luxembourg (MT) and on
the Spanish stock exchanges of Barcelona, Bilbao, Madrid and
Valencia (MTS).


ARCLIN US: Canadian Court Confirms Plan of Arrangement
------------------------------------------------------
Arclin disclosed that its Plan of Arrangement, which was filed by
Arclin's Canadian entities, was approved by the Ontario Superior
Court of Justice.  In addition, the United States 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.

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."

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.

                  About Arclin US Holdings, Inc.

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

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

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

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


ART ADVANCED: Completes Restructuring with Implementation of Plan
-----------------------------------------------------------------
ART Advanced Research Technologies Inc., emerged from its Court-
supervised restructuring on December 11, 2009.

All transactions in connection with the implementation of the
proposal filed by ART under the Bankruptcy and Insolvency Act
(Canada) and the reorganization of ART's equity pursuant to
Section 191 of the Canada Business Corporation Act included
therein have been completed.

ART's President, Sebastien Gignac, stated: "With Dorsky Worldwide
Corp.'s critical support and the closing of the Proposal, ART is
able to emerge from this restructuring process with the
perspective of pursuing within a new group its operations and
maintaining its highly-skilled and dedicated workforce as well as
supporting its valuable clients. We wish to extend our deepest
gratitude to our suppliers, service providers and distributors,
for the strong support which they have given us throughout this
difficult process. We intend to pursue the growth of our
relationship with them to build a bright future together. It is
regretful that our shareholders who have shared ART's history for
many years until the very end have not realized value and have
been disappointed by their investment in the ART. They have
nonetheless participated in the development of a unique imaging
platform and of two great molecular imaging products, SoftScanr
and Optixr, whose true value will be to improve people's lives,
especially women's, and get new and better drugs to market
quicker. ART's challenging restructuring enables the survival of a
reliable and state of the art technology emanating from Quebec,
Canada, in particular in the areas of cancer diagnostic and
treatment monitoring, which are generating growing debates and
high expectations unmet by conventional modalities", concluded Mr.
Gignac.

ART obtained creditors approval of the Proposal on December 7,
2009 and a final order of the Quebec Superior Court of Justice
under the BIA on December 9, 2009.  Pursuant to the Proposal,
Dorsky Worldwide Corp. has settled the claims of secured creditors
of ART totaling close to $5 million and funded a distribution of
$375,000 to be made by the Court-appointed trustee to the
unsecured creditors of ART. Dorsky is now ART's sole shareholder.

All existing common and preferred shares and other equity of ART
outstanding prior to the implementation of the Proposal have been
automatically cancelled, without payment or compensation to the
holders of such shares and equity, in accordance with the terms of
the Court approved Proposal. All warrants, rights, options,
agreements and instruments to purchase shares of ART existing
prior to the Proposal implementation are of no further force or
effect, in accordance with the terms of the Court approved
Proposal.

The common shares (Symbol:ARA), the Series 1 Preferred Shares
(Symbol:ARA.PR.A) and the Series 2 Preferred Shares
(Symbol:ARA.PR.B) of ART were de-listed from the Toronto Stock
Exchange ("TSX") at the close of business on December 11, 2009.
ART will apply to cease to be a reporting issuer in all applicable
Provinces and territories of Canada.

                  About ART Advanced Research

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

                           *     *     *

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


ASARCO LLC: Bounds Liability Claim Settlement Approved
------------------------------------------------------
ASARCO LLC obtained approval from the Bankruptcy Court of its
settlement agreement with Janice Bounds, personal representative
of the Estate of Lesley Douglas Bounds, pursuant to Section 105(a)
of the Bankruptcy Code and Rules 2002, 6004, 9013 and 9019 of the
Federal Rules of Bankruptcy Procedure.

Lesley Douglas Bounds, a former ASARCO employee, submitted Claim
No. 10213 on July 24, 2006, asserting personal injury/wrongful
death as the basis for liability.  He indicated on the claim form
that his claim was an unsecured priority claim of an unknown
amount, and that the claim was based on contributions to an
employee benefit plan.

Claim No. 18337 was filed on July 27, 2008, purporting to amend
Claim No. 10213 to assert a $500,000 claim under Tennessee
workers' compensation law for work-related injuries to Mr.
Bounds' left knee, right knee and right arm.  Claim No. 18337
included a copy of pleadings in Tennessee state court relating to
the injuries, as well as Mr. Bounds' medical records, his
deposition, a summary of medical and litigation expenses and
bills, and legal authorities in support of the claim.

Mr. Bounds died on April 9, 2007, and under Tennessee law, his
claims against ASARCO became property of his probate estate.
Janice Bounds was later appointed as personal representative of
the estate of Mr. Bounds on November 3, 2009, and letters
testamentary were issued in her name.

Robert C. Wilmoth, Esq., at Baker Botts L.L.P., in Dallas, Texas,
relates that Ms. Bounds, in her capacity as personal
representative, has reached a settlement agreement with ASARCO by
which Claim No. 10213 will be disallowed and expunged, and Claim
No. 18337 will be deemed amended to assert a general unsecured
claim for $135,000, and allowed in that amount.

Under the settlement agreement, ASARCO and Ms. Bounds also agree
to release any claims each might have against the other in any
way relating to the matters alleged in either proof of claim.

Mr. Wilmoth asserts that the proposed settlement is fair and
equitable and in the best interests of the Debtor's bankruptcy
estate and its creditors generally because it disposes of a claim
seeking $500,000 for only $135,000, thereby effecting a savings
of approximately 73%.  He adds that the settlement amount is
consistent with judgments obtained by and settlements reached
with other former employees in Tennessee during the months
leading up to the bankruptcy, and that the settlement avoids
litigation of the claims in Tennessee state court, where ASARCO
was consistently held to be liable in workers' compensation cases
taken to trial.

                       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: Plan Administrator Proposes $0 Reserve on USW Claim
---------------------------------------------------------------
Mark A. Roberts, as Administrator of the Confirmed Chapter 11
Plan in the Debtors' cases, asks the Bankruptcy Court to approve
a zero reserve for the proof of claim asserted by United Steel,
Paper, and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union, AFL-CIO, CLC,
pursuant to Section 13.8(c) of the Parent's Plan of
Reorganization.

Section 13.8(c) of the Parent Plan provides that "the Parent,
Reorganized ASARCO, and/or the Parent's Plan Administrator may
seek Bankruptcy Court approval to reduce the size of the Disputed
Claims Reserve based upon the amount of the remaining Disputed
Claims or other changed circumstances."

The USW Claim was filed on July 27, 2006, as a general unsecured
claim in the estimated, unliquidated amount of no less than
$83,000,000.  USW asserts claims against the Debtors based on
debts allegedly incurred under the then-existing collective
bargaining agreement between USW and ASARCO LLC.  USW filed its
Claim both in its capacity as CBA representative of the Debtor's
employees and on behalf of retirees for, among other things,
"post-retirement medical and other benefits," and characterized
the Claim as "unliquidated, but at least $83,000,000."  The Union
Claim also referred to an unspecified amount of liability arising
from certain grievances filed by Union members under the Old CBA.

Deborah D. Williamson, Esq., at Cox Smith Matthews Incorporated,
in San Antonio, Texas, relates that before the Petition Date,
class action litigation had been commenced over the very changes
to the retiree benefit plans that allegedly gave rise to the
Union Claim.  The predecessors of the Debtor filed an action on
July 9, 2003, in the United States District Court for the
District of Arizona, seeking a declaratory judgment that certain
modifications and reductions of retiree healthcare benefits did
not violate either the applicable contracts or Section 502 of the
Employee Retirement Income Security Act of 1974.  USW
counterclaimed, seeking a ruling that the benefits were not
properly terminable and that the Debtor's actions in modifying
and eliminating the benefits violated both the contracts and
ERISA.

After the Petition Date, the Retiree Healthcare Litigation was
transferred to the Bankruptcy Court, and the matter was not
further litigated but was eventually settled, which settlement
was approved by the Bankruptcy Court on March 15, 2007.  On the
same day, in furtherance of the parties' settlement of the
Retiree Healthcare Litigation, the Bankruptcy Court entered an
order approving a new collective bargaining agreement between USW
and ASARCO LLC.

In support of its argument for an award of attorney's fees upon
settlement of the Retiree Healthcare Litigation, USW took the
position that the Union Claim, excluding the grievances, was
settled, Ms. Williamson relates.  She asserts that USW referred
to the $83,000,000 Union Claim when it repeatedly claimed that
the Retiree Healthcare Litigation Settlement resulted in a
benefit to USW in the "tens of millions" of dollars, and that it
was, therefore, entitled to an award of attorney's fees and
expenses.

It is, thus, clear that USW filed the Union Claim based on causes
of action, which were already being litigated in the Arizona
District Court, and which have subsequently been settled by order
of the Bankruptcy Court, Ms. Williamson points out.

Under the Parent's Plan, the Plan Administrator is required to
establish a reserve fund for payment of Disputed Claims.  The
Plan also provides that the Plan Administrator will pay the
required Plan distributions on account of Allowed Claims on the
Effective Date.  The Plan Administrator must promptly determine
the appropriate funding of the Disputed Claims Reserve.  Under
the circumstances, Ms. Williamson avers, the Plan Administrator's
decision not to fund a reserve for the Union Claim is reasonable
and consistent with his fiduciary duties under the Parent's Plan.

By this motion, the Plan Administrator clarifies that he is not
seeking to disallow, expunge, determine, limit, or in any other
way adjudicate the validity or allowance of the Union Claim.
Instead, the Plan Administrator seeks, if and to the extent the
Union Claim is allowed, to pay in full the Union Claim under the
Parent's Plan.

Ms. Williamson asserts that the Parent's Plan is not a "pot
plan."  All Disputed Claims that are subsequently allowed will be
paid in full with postpetition interest even if they are not
reserved for in the Disputed Claims Reserve, she maintains.  She
adds that to the extent Reorganized ASARCO is liable for any
grievance claims by Union members under the New CBA, Reorganized
ASARCO will pay those claims in the ordinary course of its
business.  Thus, the Union Claim, if allowed, will be fully paid
even if the Plan Administrator does not reserve for it in the
Disputed Claims Reserve.

                         Union Objects

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
AFL-CIO says that numerous labor matters were addressed in the
Confirmation Order.  The USW adds that the time for appealing
that confirmation has not yet expired.

However, USW notes that the only issue raised in the Plan
Administrator's request relates to the necessity of the reserve
for matters addressed in the Union's proof of claim, filed nearly
three and a half years ago.  The request, USW points out, does
not address myriad labor issues arising from the confirmation of
the Parent's Plan or obligations that have arisen in the ordinary
course of the relationship between USW and the Debtors, or which
may arise between USW, the Parent, and the Reorganized Debtors.

USW tells Judge Schmidt it objects to the Plan Administrator's
request because the request does not address and leaves uncertain
the disposition of pending grievances existing between USW and
the Debtors, and additional matters that are subject to ongoing
negotiation between USW and the Debtors, including ongoing
negotiations concerning the issue of job classifications, which
both USW and the Debtors have agreed will result in the payment
of additional wages to bargaining unit employees.

USW notes that other labor organizations representing other
groups of the Debtors' employees have also filed proofs of claim.
USW argues that the request does not address any obligations,
prepetition or otherwise, that may be the product of the
relationship between other unions with CBAs with the Debtors, and
thus, absent that recognition, the request is objectionable.

                         *     *     *

Upon hearing the parties' arguments, Judge Schmidt grants
approval to the Plan Administrator's request.  For the avoidance
of doubt, Judge Schmidt makes clear that the Court Order relates
only to the Disputed Claims Reserve amount for the Union Claim,
and not to the validity of the Union Claim, which specifically is
Claim No. 10531.

The Plan Administrator is authorized to reserve $0 for the Union
Claim in the Disputed Claims Reserve pursuant to the Parent's
Plan.

The Court's Order is without prejudice to (i) USW's right to seek
allowance of, and a distribution on, any timely claims it may
assert against the bankruptcy estates, and (ii) the right of the
Debtors or the Plan Administrator or Reorganized ASARCO to object
to the allowance of any claims the Union may assert.

                       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: Plan Administrator Sets Funds Flow Memo
---------------------------------------------------
Plan Administrator Mark A. Roberts asks the Bankruptcy Court to
approve his funds flow memorandum pursuant to the Parent's Plan
of Reorganization and Confirmation Order.

The Parent's Plan and the Confirmation Order require the Plan
Administrator to comply with several provisions of the Parent
Plan on or as soon as practicable after the Effective Date,
including the obligation to:

  (1) fund certain accounts under the Parent Plan, including the
      Parent Plan Administration Account, the Disputed Claims
      Reserve, the Section 524(g) Trust, and the Environmental
      Custodial Trust;

  (2) with respect to the Disputed Claims Reserve, reserve an
      amount that is determined based on the lesser of:

        -- the asserted amount of the Disputed Claims in the
           applicable Proofs of Claim;

        -- the amount, if any, estimated by the Bankruptcy Court
           for purposes of distribution pursuant to Section
           502(c) of the Bankruptcy Code; or

        -- the amount otherwise agreed to by the applicable
           Debtor and the holders of the Disputed Claims; and

  (3) produce and circulate to various parties a schedule of
      anticipated distributions that will occur on the Effective
      Date, and file the schedule with the Court no later than
      five days prior to the anticipated Effective Date.

To comply with the Plan requirements, the Plan Administrator has
created a Funds Flow Memorandum dated November 30, 2009, a copy
of which is available for free at:

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

In general, the Funds Flow Memorandum estimates that a total of
$3.66 billion in cash will be available to satisfy claims.  Of
this amount, approximately $3.57 billion will be used to satisfy
claims, pay bond penalties and pay postpetition interest on
claims, leaving about $80 million in funds for use as the
Reorganized Debtor's working capital.

Deborah D. Williamson, Esq., at Cox Smith Matthews Incorporated,
in San Antonio, Texas, relates that page one of the Funds Flow
Memorandum specifies the Parent Plan Administration Account, the
Section 524(g) Trust, and the Environmental Custodial Trust, and
page two specifies the components of the Disputed Claims Reserve.
She asserts that the establishment of the accounts in accordance
with the Funds Flow Memorandum will satisfy the Accounts
Requirement of the Plan and the Confirmation Order.

In connection with establishing the Accounts, the Plan
Administrator asks the Court to approve his Plan payment of
"Postpetition Interest" as defined under the Plan and the
Confirmation Order.  The Parent's Plan requires that Postpetition
Interest be paid on Allowed Claims for the period from August 10,
2005, through the date, which is five business days prior to the
date of distribution.

The Funds Flow Memorandum calculates Postpetition Interest using
the Federal Judgment Rate in effect for each week during the
postpetition period through December 2, 2009, which is five
business days before the contemplated Effective Date of
December 9, 2009, compounded annually.  The Plan Administrator
maintains that the treatment of Postpetition Interest in the
Funds Flow Memorandum represents the best way to satisfy the
concerns of interested parties.

The Plan Administrator further asks the Court to approve a
distribution to Reorganized ASARCO in accordance with the Plan
and the Confirmation Order, which provide that to the extent
there are any excess funds in the Parent Plan Administration
Account, the Plan Administrator will distribute the funds, Pro
Rata, first to holders of Claims in Class 3 General Unsecured
Claims, then holders of Claims in Class 6 Late-Filed Claims, then
holders of Claims in Class 7 Subordinated Claims until holders of
claims in all classes have been paid in full, with any remaining
balance to be distributed to Reorganized ASARCO to fund its
working capital needs.

The Plan Administrator also sought and obtained an expedited
hearing on the request.

               Parties Oppose Funds Flow Summary

A. Debtors

  The Debtors complain that parties were provided about 32 hours
  to respond to a multi-billion-dollar Funds Flow Memorandum,
  greatly restricting the parties' ability to provide meaningful
  comment.

  The Plan presumed that there would be a five-day window within
  which the parties could raise issues and resolve
  discrepancies, Jack L. Kinzie, Esq., at Baker Botts L.L.P., in
  Dallas, Texas, reminds the Court.  Instead, he notes, the Plan
  Administrator in seeking an expedited hearing on the request
  has forced all parties to respond to the Funds Flow Memorandum
  in one working day.  Against this backdrop, the Debtors
  reserve the right to file a further response to address any
  miscalculations or other errors in the request or the attached
  exhibit.

  Among other things, Mr. Kinzie further notes that the Plan
  Administrator's request that the Court determine that excess
  funds exist is extraordinarily premature in light of the fact
  that the Parent's proposed scheduling order for allowance of
  professionals' fee applications contemplates that the claims
  would not be allowed until the summer of 2010.

  The Debtors, therefore, ask the Court to enter their proposed
  form of order, and direct the Plan Administrator to escrow
  sufficient funds to pay unliquidated administrative expenses,
  including anticipated professional applications for
  substantial contribution and fee enhancement.

  Notwithstanding their objection, the Debtors tell Judge
  Schmidt that they do not seek to delay closing or payment to
  creditors.

B. Asbestos Committee

  The Official Committee of Asbestos Claimants argues that the
  Plan Administrator's application of a "floating rate" of
  interest to determine the postpetition interest owed to the
  Section 524(g) Trust is inconsistent with well-established
  law.

  Both Section 1961 of the Judicial and Judiciary Procedures
  Code, and the United States Supreme Court precedent obliges
  the Plan Administrator to determine the Federal Judgment Rate
  at the time of the judgment -- in this case, the Debtors'
  August 10, 2005 Petition Date -- and apply that interest rate,
  and only that interest rate, for the duration of the interest
  accrual period, contends Sander L. Esserman, Esq., at
  Stutzman, Bromberg, Esserman & Plifka, in Dallas, Texas.
  Instead, he notes, the Plan Administrator has improperly
  calculated postpetition interest using later Federal Judgment
  Rates in effect for each week during the postpetition period.

  The Plan Administrator's error is a significant one and would
  deprive the Section 524(g) Trust of $28.1 million in interest
  to which it is immediately entitled upon the Effective Date,
  Mr. Esserman tells the Court.  "[T]he Parent's support of the
  Plan Administrator's calculation method rings hollow, given
  that the Parent stands to benefit considerably from the Plan
  Administrator's mistake," Mr. Esserman says.

  The Official Committee of Unsecured Creditors of ASARCO LLC;
  the Future Claims Representative, Robert C. Pate; Hovson's,
  Inc., and Heritage Minerals, Inc.; and Montana Resources,
  Inc., join in the Asbestos Committee's objection.

C. U.S. Government

  The United States of America, on behalf of the U.S.
  Environmental Protection Agency, the United States Department
  of Agriculture, the United States Department of the Interior,
  and the United States Section of the International Boundary
  and Water Commission contends that the Plan Administrator
  seeks an order granting broad and general approvals of the
  request and the attached Funds Flow Memorandum.  While the
  U.S. Government is supportive of efforts by the Plan
  Administrator to ensure a timely filing of the Funds Flow
  Memorandum, given the limited time presented for review and
  the ambiguity of the proposed order, the Government is
  filing protective objections, David L. Dain of the
  Environmental Enforcement Section of the Environment & Natural
  Resources Division, in Washington, D.C., tells Judge Schmidt.

  The U.S. Government is working both independently and with
  various state governments to ensure the claims listed
  throughout the exhibits to the Funds Flow Memorandum are
  correct, Mr. Dain discloses.  However, he notes, review cannot
  be completed in time.  To the extent the proposed request and
  order is an attempt to cut-off any corrections to the
  individual allowed claim amounts for distributions on the
  Effective Date set forth in the exhibits to the request, the
  U.S. Government objects to the proposed order and asks the
  Court that there be an opportunity to correct any errors prior
  to the Effective Date.

  The U.S. Government also notes that the difference between the
  postpetition interest amounts due under the Parent's new
  method of calculation and that required by statute and used in
  the Plan confirmation process is significant.  He reveals that
  the U.S. Government has requested certain proposed language
  changes to the proposed order and the Plan Administrator is
  considering those changes.

  The U.S. Government subsequently filed an amended objection to
  correct certain clerical errors.

D. PA-PDC Perth Amboy

  PA-PDC Perth Amboy Urban Renewal LLC relates that the Court
  has previously approved its settlement of and allowance of
  settled claims regarding the Perth Amboy, New Jersey non-owned
  property aggregating $14 million.  The settlement agreement
  provides that of the $14 million allowed unsecured claim,
  $2 million was allowed and payable to PA-PDC, $11.75 million
  was allowed to certain claimants and payable to an escrow
  account, and $250,000 was allowed to the new Jersey Department
  of Environmental Protection, with $100,000 to be paid in to
  the escrow account and $150,000 payable directly to the NJDEP.

  However, despite the Court's approval of the settlement
  agreement, the Plan Administrator proposes to pay only the
  $2 million allowed claim at the Effective Date, PA-PDC
  contends.  PA-PDC discloses that the $2 million portion of the
  aggregate $14 million allowed claim was transferred to a third
  party.

  The Plan Administrator further proposes to treat the balance
  of the allowed $14 million as if they remained disputed claims
  that have not yet been resolved and 'reserve' for them, PA-PDC
  argues.  PA-PDC insists that given that the $11.75 million
  portion has already been allowed by the Court, the Plan
  Administrator must treat it as a claim payable on the
  Effective Date.

  Accordingly, PA-PDC asks the Court to deny approval of the
  Funds Flow Memorandum or condition approval on payment of PA-
  PDC's $11.75 allowed claim and Plan interest on the Effective
  Date.

E. State of Missouri

  In the Funds Flow Memorandum, one of Missouri's claim, Claim
  No. 55550010, is listed as "amount to be reserved" indicating
  that there is a dispute with respect to that claim, relates
  Shelley A. Woods, Esq., Assistant Attorney General for
  Missouri.  The State's claim was settled and approved by the
  Court in May 2008 and since that date, the Claim has always
  been listed by all parties as allowed, Ms. Woods insists.  As
  a Court-allowed claim, all disputes have been resolved, she
  maintains.

  Ms. Woods also asserts that the Claim amount listed does not
  match the state of Missouri's records.  She contends that
  based on the settlement agreement, the State should have
  received $7.2 million, but it is listed as $3.7 million.  She
  notes that the State has several claims in the bankruptcy
  cases, several of which are shared with the U.S. government.
  However, she avers, this particular Claim is limited to the
  state of Missouri.

  Missouri, therefore, asks the Court for an order reclassifying
  its Claim to allowed status and providing for the Claim in the
  amount approved by the Court.

F. Barclays Capital

Barclays Capital Inc. relates that prior to the deadline
established by Confirmation Order, it will file an application
for allowance of a discretionary fee pursuant to its engagement
letter with ASARCO LLC as the Debtors' financial advisor and
investment banker.

The Parent's Plan and the Confirmation Order provide for the
Plan Administrator to establish and fund several accounts to
ensure that sufficient amounts are set aside to pay prepetition
creditors, administrative claimants and disputed claims, as and
when they are allowed.  Janet M. Weiss, Esq., at Gibson, Dunn &
Crutcher LLP, in New York, on behalf of Barclays Capital,
contends that the Funds Flow Memorandum indicates that no
reserve is established to pay fee enhancements sought by
professional in the ASARCO LLC's bankruptcy cases.

Barclays Capital also notes the Administration Account
indicates an $80 million balance with no restrictions on its
use nor any dividend restrictions.  Ms. Weiss asserts that the
mere existence of the funds in the Administration Account
without any use restrictions is not sufficient to ensure
payment of the Discretionary Fee when allowed.  Hence, Barclays
asks that funds in the amount asserted in the Discretionary Fee
be reserved to pay the claim, as and when allowed.

G. Garry Ferraris

  The Law Office of Garry Ferraris, Esq., a Tennessee worker
  compensation attorney, asserts an objection to the Plan
  Administrator's request on behalf of his various clients, who
  are claimants in the Debtors' bankruptcy cases.

  Garry Ferraris received the Funds Flow Memorandum on Dec. 1,
  2009, and noted that various Claimants were listed
  incorrectly, listed as transferred when they are not, or
  omitted entirely.  Some of the errors relate to Claims Nos.
  10021, 10100, 10035, 10166 and 10098, according to Patricia
  Reed Constant, Esq., in Corpus Christi, Texas.  She adds that
  all of the administrative claims recognized as Allowed General
  Unsecured Claims are either missing from the Memorandum or
  shown in the incorrect amount.

  Moreover, to the extent payment of interest is inconsistent
  with applicable Tennessee law, the Claimants object to the
  Plan Administrator's request.  Pursuant to Tennessee law,
  worker compensation claimants are entitled to interest on
  their claims at the Tennessee worker compensation statutory
  rate of 5% over prime.

  Accordingly, Garry Ferraris asks the Court to approve the
  Funds Flow Memorandum with corrected facts of the Claimants'
  claims.

                        Parent Responds

ASARCO Incorporated and Americas Mining Corporation contend that
many of the objections against the Plan Administrator's request
were prophylactic or ministerial and have been or will be
resolved in due course by the Plan Administrator without the need
for Court determination.

On the Parent's behalf, Charles A. Beckham, Jr., Esq., at Haynes
and Boone, LLP, in Houston, Texas, asserts that in contrast to
the Debtors' objection, the transfer of the remaining balance of
the Parent Plan Administration Account at closing -- after
payment of claims in Classes 3, 6, and 7 and the reserve of about
$76 million -- is required by the Parent's Plan and Confirmation
Order.  He maintains that nothing in the Plan, the Confirmation
Order or the Bankruptcy Code obligates the Plan Administrator to
reserve for extraordinary administrative expense claims like fee
enhancements or potential future fee enhancements or substantial
contribution claims.

The Court should not deny Reorganized ASARCO the use of
$76 million for working capital just to mitigate the remote future
risk that extraordinary fee enhancements or substantial
contribution claims, if granted at all, will not be paid by the
Plan Administrator or Reorganized ASARCO, both of whom remain
subject to the jurisdiction and orders of the Court for these
purposes, Mr. Beckham contends.  He notes that the Plan
Administrator's request reserves for professionals' final fee
applications and certain substantial contribution claims on file
as of November 30, 2009.  He adds that the risk that the Parent's
Plan does make sufficient provision for the payment of those
claims is dwarfed by the resulting harm to Reorganized ASARCO if
$76 million in working capital is no longer available to it on
the Effective Date.

Moreover, Mr. Beckham avers that the Parent's Plan provides for
the Plan Administrator to request that Reorganized ASARCO satisfy
any Distribution Deficiency.  If the Court should find it
necessary to mitigate the remote risk that the extraordinary
administrative expense claims will not be paid, he asserts that
the appropriate method is not to deny Reorganized ASARCO
$76 million in working capital now.  Rather, Mr. Beckham says, the
order approving the Funds Flow Memorandum simply should provide,
only for the purpose of clarifying that which the Parent already
acknowledges to be the case, that Section 10.3(f) of the Parent's
Plan applies to the payment of Allowed Administrative Claims.

                Plan Administrator Revises Memo

The Plan Administrator subsequently filed an amended Funds Flow
Memorandum to cater to the Objecting Parties' various concerns.

Among other things, the Amended Funds Flow Memorandum removed the
Floating Rate calculation for Postpetition Interest, and
increased by one day the accrual period of Unpaid Prepetition
Interest on Bonds for all seven Bond Series, which in effect
increases Total Unpaid Prepetition Interest on Bonds by $86,957
and increase Total Postpetition Interest on the Bonds by $32,670.

Copies of the Amended Funds Flow Memorandum and the summary of
the amendments are available for free at:

   http://bankrupt.com/misc/ASARCO_Amd_FundsFlow_120609.pdf
   http://bankrupt.com/misc/ASARCO_FundsFlow_RevSummary.pdf

                         *     *     *

The Bankruptcy Court finds that based in part on the stipulations
of the Parent that were made on the record at the hearings on the
Plan Administrator's request and the resolved objections under
the Amended Funds Flow Memorandum, the relief sought by the Plan
Administrator is reasonable and thereby grants its request.

Judge Schmidt subsequently entered an amended order to revise
certain payment provisions.

Any objection not otherwise resolved, settled, or withdrawn are
overruled, the Court ruled.

The Amended Funds Flow Memorandum is approved in its entirety,
and the Plan Administrator may make modifications to the Amended
Funds Flow Memorandum prior to the Closing of the Parent's Plan
as it deems appropriate, without further Court order, subject to
the prior review and approval of the Creditors Committee, the
Asbestos Claimants' Committee and the U.S. Department of Justice.

As set forth under the Amended Funds Flow Memorandum, the Plan
Administrator is authorized and directed:

  -- to establish and fund the Miscellaneous Parent's Plan
     Administration Accounts;

  -- to distribute funds to the Environmental Custodial Trusts
     and the Asbestos Trust;

  -- to distribute funds to holders of Allowed Claims;

  -- to make an initial Subsequent Distribution in the aggregate
     amount of approximately $75.6 million to Reorganized
     ASARCO; and

  -- to take or authorize to be taken all other actions
     necessary or advisable to consummate the transactions set
     forth in the Amended Funds Flow Memorandum,

on the Effective Date or as soon as is reasonably practicable.

The Plan Administrator is also authorized and directed to fund
the Parent's Plan Administration Account with the initial amount
of $10,500,000.  The Plan Administrator may, in his sole
discretion, from time to time fund the Parent's Plan
Administration Account by, inter alia, drawing from the
Miscellaneous Parent's Plan Administration Accounts in accordance
with the Plan and the Confirmation Order.

The Parent has agreed, and the Parent Plan will otherwise
require, that all Claims allowed after the Effective Date,
including Administrative Claims, will be paid or reserved for, as
the case may be, in the full amount allowed by order of the
Court.  Each of that allowed Claim will be reserved for by the
Plan Administrator in the amount set forth in the Allowance Order
within 10 days after entry of the Allowance Order, and will be
paid by the Plan Administrator promptly upon the Allowance Order
becoming a Final Order.

If the Plan Administrator has insufficient funds to pay or
reserve for any Claim that is the subject of an Allowance Order,
Judge Schmidt ruled that the Plan Administrator will seek funds
to cover any deficiency from Reorganized ASARCO.  The Reorganized
ASARCO will comply with the request, and the Plan Administrator
may seek a Court order to that effect, if necessary.  In the
event a holder of a Claim allowed after the Effective Date is not
satisfied with the reserve or payment of the Allowed Claim by the
Plan Administrator, that creditor may seek relief from the Court.

                       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: Sterlite Purchase Pact Now Terminated
-------------------------------------------------
The U.S. Bankruptcy Court of the Southern District of Texas
authorized ASARCO LLC to terminate the renewed Purchase and Sale
Agreement with Sterlite (USA), Inc., effective as of November 30,
2009, and draw on a $50 million Letter of Credit related to the
PSA, pursuant to Section 363(b) of the Bankruptcy Code.

ASARCO is permitted to draw on any Letter of Credit at any time
to obtain the $50 million.  No further Court order will be
required for ASARCO to draw on any Letter of Credit to obtain the
$50 million.

Following receipt of $50 million in immediately available funds
in an ASARCO-designated account, ASARCO is authorized to return
to the issuer of the Letters of Credit (i) any undrawn Letter of
Credit for cancellation, and (ii) any cash drawn and received
under the Letters of Credit in excess of $50 million.

Prior to the entry of the Court's order, Sterlite (USA), Inc.,
and Sterlite Industries (India) Ltd., and the Official Committee
of Asbestos Claimants file separate responses to the request.

Representing Sterlite, William J.F. Roll, III, Esq., at Shearman
& Sterling LLP, in New York, related that pursuant to the New
Sterlite PSA, if the Debtors terminate the New Sterlite PSA, the
Debtors will be obligated to return the Second Letter of Credit
and the Third Letter of Credit to Sterlite.  Therefore, if the
Court grants the request to allow them to terminate the New
Sterlite PSA, Sterlite asked the Court to also order the Debtors,
as promptly as practicable, but in any event within 24 hours of
entry of the order, to mark each page of the Second Letter of
Credit and the Third Letter of Credit "cancelled," to send a copy
of the same by facsimile to Sterlite India, and to return by
prepaid overnight courier the original Second Letter of Credit
and the original Third Letter of Credit to Sterlite India, as
required by the New Sterlite PSA.

The Asbestos Committee, for its part, told the Court that it is
concerned that a statement in the request to terminate, if read
in isolation from the rest of the request and from the provisions
of the Court's order approving the New Sterlite PSA, could be
taken out of context and given a factually erroneous
construction.  The Asbestos Committee asserted that the New
Sterlite Order did not unconditionally approve "the settlement of
all claims related to the Original Sterlite PSA."  Rather, the
Court specified in the New Sterlite Order that any settlement of
ASARCO's claims against Sterlite relating to Sterlite's breach of
the Original Sterlite PSA was expressly conditioned on the
successful confirmation of the Debtors' Plan and the successful
closing of the New Sterlite PSA -- neither of which occurred.

                       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.


ATLANTIC MARINE: AHL Shipping Sends Units to Chapter 11 Bankruptcy
------------------------------------------------------------------
Atlantic Live LLC reports that AHL Shipping Co. has placed
subsidiaries of Atlantic Marine into Chapter 11 bankruptcy in New
Orleans due to its cost overruns caused by its units to run out of
money.  AHL Shipping has a $124 million deal with the Company to
make three oil tankers, the report says.

The Company blamed AHL Shipping, arguing that it failed to meet
deadlines for providing designs, ship parts and financing, the
report notes.

According to papers filed with the Bankruptcy Court, the Company
owes $4 million to AHL Shipping.  Royal Bank of Scotland withdrew
support for the oil tanker projects on Nov 6, 2009, and declared
the loan it provided to AHL Shipping in default seven days later,
report says.

The report relates that AHL Shipping asked a federal judge to give
it the first claim to the unfinished vessels, blocking Royal Bank
from asserting position as the priority creditor.

Atlantic Marine -- http://www.atlanticmarine.com/-- operates
construction and repair shipyards in Jacksonville, Florida and
Mobile, Alabama.


BARK GROUP: Reports $699,000 Net Loss in Q3 2009; Revenue Declines
------------------------------------------------------------------
Bark Group Inc. and subsidiaries reported a net loss of $699,000
for the three months ended September 30, 2009, compared with a net
loss of $532,000 for the same period of 2008.

For the nine months ended September 30, 2009, the Company reported
a net loss of $2,073,000, compared with a net loss of $2,340,000
for the same period last year.

Revenues declined to $2,841,000 during the nine months ended
September 30, 2009, as compared to $7,150,000 during the nine
months ended September 30, 2008, representing a decrease of
$4,309,000 or 60%.  This decrease was caused by the loss of the
Company's biggest customer S. Trading (Totempo) in the fourth
quarter of 2008 and the general decline in business activities due
to the global economic downturn.  S. Trading represented 37% of
the Company's revenues in the nine months ended September 30,
2008.  S. Trading was lost as a client because it ceased business
operations due to financial problems.

As for the three months ended September 30, 2009, compared to
September 30, 2008, the revenue declined by $1,604,000 from
$2,507,000 to $903,000.  The decrease was caused by the loss of
Totempo and the general economic slowdown.

The main reason for the decrease in net loss for the nine months
ended September 30, 2009, is lower gross profit partly off-set by
lower listing expenses.  As for the three months ended
September 30, 2009, the increase in net loss was caused by lower
gross profit partly off-set by lower listing expenses.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $9,741,000 in total assets, $11,671,000 in total
liabilities, and $1,505,000 in non-controlling interests,
resulting in a $3,435,000 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,187,000 in total current
assets available to pay $7,259,000 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?4bbc

                     Liquidity/Going Concern

As of September 30, 2009, the Company had cash of $11,000, a
decrease of $75,000 from cash of $86,000 as of December 31, 2008.
The Company's working capital deficit increased from $4,135,000 at
December 31, 2008, to $6,072,000 at September 30, 2009, an
increase of $1,937,000.  The increase in working capital deficit
is mainly due to loss in the nine months ended September 30, 2009,
and delayed payments to suppliers.

The Company currently has limited financial resources available to
pay ongoing financial obligations as they became due.  Further, at
September 30, 2009, the Company had a shareholder's deficit of
$3,435,000 which resulted primarily from operating losses incurred
in 2007, 2008 and 2009.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

The Company expects to use cash of approximately $319,000 per
quarter in operations and accordingly, the Company estimates that
it will use approximately $7,347,000 over the next twelve months
in order to sustain its current obligations and to continue to pay
outstanding obligations as they become due.  This amount does not
include any funds necessary for the Company to expand its business
or to pay costs that have been incurred in relation to the
listing.  The Company will require further additional financing in
order to pursue the expansion of its business, either through
growth or acquisitions.  The Company's current source of funding,
in addition to cash from operations and its operating line of
credits, is the loan commitment of DKK4,000,000 ($786,798) from
Bark Holding, a related party.

                         About Bark Group

Based in Copenhagen K, Denmark, Bark Group Inc. (OTC BB: BKPG) --
http://bark-group.com/-- formerly Exwal Inc. is a commercial
communication services Company that provides integrated
traditional and new media advertising and marketing consulting
services to its clients.  Clients are comprised primarily of
European businesses that range in size from small local businesses
to larger trans-national and multi-national corporations.  These
clients include a range of businesses including financial
institutions and banks, consumer products companies and luxury
goods companies.


BERNARD MADOFF: Santander Supports Trustee in Claim Calculation
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Spain's Banco
Santander SA is taking sides with the trustee for Bernard L.
Madoff Investment Securities Inc. and contending that customers'
claims should be determined without regard for the balances shown
on the last account statements, on the theory that profits were
fictitious.  In June Santander paid the Madoff trustee $236
million to avoid being sued for money taken out of accounts within
90 days of the Madoff firm's bankruptcy.

                      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.).


BIOFUEL ENERGY: Gets Nasdaq Delisting Warning; May Go Bankrupt
--------------------------------------------------------------
Denver Business Journal reports that BioFuel Energy Corp. received
a "staff deficiency letter" from Nasdaq saying that the Company
failed to comply with minimum bid-price rules.  According to
Business Journal, BioFuel's stock closed at 68 cents on the
September 18 session and except for three sessions in early May,
shares closed under $1 every trading day for 2008.  Business
Journal relates that BioFuel has a 180-day grace period starting
September 2009.  The report says that if the stock's closing price
reaches $1 for 10 or more consecutive trading days during that
period, the company will regain compliance with Nasdaq listing
rules.  Biofuel Energy, the report states, said that it might file
for bankruptcy protection if it can't work things out with its
lenders, who already sent a "notice of default" to the company in
May.

BioFuel Energy Corp. is engaged in the manufacture and sale of
ethanol and its co-products (primarily distillers grain), through
its two ethanol production facilities located in Wood River,
Nebraska, and Fairmont, Minnesota.  The Company's ethanol plants
are owned and operated by the operating subsidiaries of BioFuel
Energy, LLC (the LLC).  The Company produces ethanol at both its
plants, each having a nameplate capacity, based on the maximum
amount of permitted denaturant, of 115 million gallons per year
(Mmgy).  The Company's primary source of revenue is the sale of
ethanol.  It also receives revenue from the sale of distillers
grain, which is a residual co-product of the processed corn and is
sold as animal feed.


BLACK GAMING: Moody's Withdraws 'Ca' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service withdrew its ratings on the Black Gaming
LLC.  The ratings were withdrawn because Moody's believes it lacks
adequate information to maintain a rating.  The Company will
discontinue its public financial reporting per its Form 15-15D
filing.

These ratings have been withdrawn:

  -- Corporate family rating at Ca
  -- Probability of default rating at Ca/LD
  -- 9% senior secured notes rating at Caa3 (LGD 3, 38%)
  -- 12.75% senior subordinated notes rating at C (LGD5, 87%)
  -- SGL-4 speculative grade liquidity rating

The last rating action occurred on February 20, 2009, when the PDR
was lowered to Ca/LD from Ca.

Black Gaming owns and operates the CasaBlanca, the Oasis, and the
Virgin River casino hotels in Mesquite, Nevada, located
approximately 80 miles north of Las Vegas, Nevada.


BON-TON STORES: S&P Changes Outlook to Stable, Affirms 'B-' Rating
------------------------------------------------------------------
On Dec. 11, 2009, Standard & Poor's Ratings Services revised its
outlook on Bon-Ton Stores Inc. to stable from negative.
Concurrently, S&P affirmed all other ratings on Bon-Ton, including
the 'B-' corporate credit rating on the company.  The outlook
revision reflects the company's improving liquidity position,
based on its recently closed $75 million second-lien term loan and
recently amended asset base revolving credit facility that
extended the maturity to 2013.  The company downsized its
revolving credit facility to $675 million from $800 million;
however, the new $75 million second-lien facility partially
offsets the smaller size.  The revolving credit facility and
second-lien term loan are covenant-lite.  S&P believes that these
steps enable the company to maintain adequate liquidity over the
next two years even if consumer spending remains weak.  In
addition, the company's margins have recovered somewhat in the
first three quarters of 2009 as a result of lower inventory levels
and cost reductions.

The ratings on Bon-Ton reflect the company's relatively small
scale in the highly competitive department store sector, highly
leveraged capital structure, and S&P's expectation that sales and
margins will remain strained given current difficult conditions
for department stores.

The company's ability to generate sales growth, especially given
the highly competitive nature of the department store sector, has
always concerned us.  Current difficult retail conditions have
magnified this concern and the poor trends at the company.  Bon-
Ton's comparable-store sales declined 7.4% in fiscal 2008 and 6.9%
in the first nine months of 2009.  After a difficult fourth
quarter in 2008, the company has been focused on managing
inventories and reducing costs.  This has resulted in margin
improvements year over year for the past three quarters.  Margins
remain low at 7.1% for the first three quarters of 2009 but are
above the depressed 5.0% that the company recorded in the same
prior-year period.  The modest margin recovery results from better
inventory management and cost saving initiatives.  Bon-Ton has
reduced costs by about $70 million thus far this year.  S&P
expects sales trends to continue to be down at a high-single-digit
rate for the remainder of 2009 given the weak U.S. economy.
Nevertheless, S&P expects the operating margin to be about 9.3%
for all of 2009 based on its leaner inventory that should make for
better gross margins, improvement in inventory flows, and cost
reductions.  S&P believes sales trends will likely remain soft in
2010 because consumer spending is forecasted to be weak.  However,
S&P expects the company's operating margin to expand slightly to
9.5% in 2010 given its continued focus on tight cost controls.


CANADIAN SUPERIOR: Brower Piven Files Class Suit for Investors
--------------------------------------------------------------
Brower Piven disclosed that a class action lawsuit has been
commenced in the United States District Court for the Southern
District of New York on behalf of purchasers of the common stock
of Canadian Superior Energy, Inc.  Canadian Superior is not named
in this action as a defendant as it sought protection under
Canadian bankruptcy and reorganization laws and has since
reorganized.

The complaint asserts that on August 16, 2007, Canadian Superior
and Challenger Energy jointly issued a press release announcing
that BG International Limited entered into a farm-in agreement and
joint operating agreement with Canadian Superior to participate in
the exploration drilling and development of the Intrepid Block
5(c).  The complaint accuses the defendants of violations of the
Securities Exchange Act of 1934 by virtue of the Company's failure
to disclose during the Class Period that the discovered reserves
for Intrepid Block 5(c) were the economic threshold for
development; that Canadian Superior had notified BG of its
intention to commence a corporate sale in November 2008 so that it
could overcome the financial constraints that were preventing it
from meeting its funding obligations under the Joint Operating
Agreement; that Canadian Superior had violated the terms of the
Joint Operating Agreement with BG, thus potentially endangering
its interest in the Joint Venture; and that Canadian Superior
failed to timely pay Maersk, the drilling operator, and
potentially other contractors, thereby jeopardizing the operation
of the Joint Venture, such that during the Class Period,
defendants lacked a reasonable basis for their positive statements
about the Company, its prospects and earnings growth.  According
to the complaint, after Canadian Superior issued a press release
on February 12, 2009, announcing the appointment of an interim
Receiver of its participating interest in the Joint Venture and
that pursuant to a Court Order, the Receiver, in conjunction with
BG, will operate the property, the value of Canadian Superior's
stock declined significantly.  Also according to the complaint,
after Canadian Superior announced on February 17, 2009, that it
had received a demand letter from the Canadian Western Bank for
repayment of all amounts outstanding under Canadian Superior's $45
million credit facility with the bank by February 23, 2009, and
that Company was in discussions with alternative lenders, the
value of Canadian Superior's stock declined further.

                      About Canadian Superior

Canadian Superior Energy Inc. (TSX:SNG)(NYSE Amex:SNG)  --
http://www.cansup.com/-- is a Calgary, Alberta, Canada-based
diversified global energy company engaged in the exploration and
production of oil and natural gas, and liquefied natural gas
projects, with operations offshore Trinidad and Tobago, offshore
Nova Scotia, Canada, in Western Canada, in the United States and
in North Africa.

On March 5, 2009, Canadian Superior made an application for
protection under the Companies' Creditors Arrangement Act and an
Initial Order was granted by the Court of Queen's Bench of Alberta
for creditor protection for 20 days, which was subsequently
extended to May 4, 2009, June 4, 2009, July 24, 2009, and
Sept. 15, 2009.  Deloitte & Touche Inc. was appointed Interim
Receiver of the Company's Participation Interest in Block 5(c)
Trinidad pursuant to a Court Order granted by the Court of Queen's
Bench of Alberta.  At June 30, 2009, the Company estimates its net
obligation to the receiver to be approximately $49.5 million,
which includes $74.6 million paid by the receiver net of
$25.1 million of Block 5(c) joint interest billings collected by
the receiver on the Company's behalf.  The Court appointed Hardie
and Kelly Inc. as Monitor of the Company.

Canadian Superior said September 17 it has completed its financial
restructuring and has emerged from protection under the Companies'
Creditors Arrangement Act (Canada).


CAPMARK FIN'L: ACAs CRE Seeks Amendment to Put Option
-----------------------------------------------------
To recall, Capmark Financial Group Inc. received approval from the
U.S. Bankruptcy Court for the District of Delaware to complete the
sale of its North American servicing and mortgage banking
businesses to Berkadia Commercial Mortgage LLC pursuant to the
previously announced Asset Put Agreement dated September 2, 2009,
as amended November 23, 2009.

Capmark said that the sale to Berkadia, a newly formed entity
owned by Berkshire Hathaway Inc. and Leucadia National
Corporation, for a total purchase price of $515 million was
recommended to the court by the Official Committee of Unsecured
Creditors and Capmark's management.  The transaction is expected
to close by year end.

ACAS CRE CDO 2007-I, Ltd., is now asking the Court to amend its
order approving the exercise of Put Option and authorizing the
sale of the MSB Business in order to correct the discrepancies
between the record of the Sale Hearing and the terms of the Sale
Order.

ACAS filed an objection on November 20, 2009, to the Debtors'
proposed cure amounts for the assumption and assignment of a
Pooling and Servicing Agreement relating to J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2005-LDP5.  ACAS objected that the
Pooling and Servicing Agreement's cure amount should be no less
than $3,815,276, not the $0 listed in the Debtors' Notice of
Assumption and Assignment.

According to ACAS, the Debtors have agreed at the November 24,
2009 hearing, to set aside in escrow a cash reserve for
$3,815,276, which will be available to satisfy the future
resolution of its objection.

However, the Sale Order provides $0 cure amount for the Pooling
and Servicing Agreement.  Thus, ACAS asks the Court to amend its
Sale Order to include a provision that:

  (a) indicate the appropriate cure amount for the Pooling and
      Servicing Agreement is subject to pending dispute and has
      not been conclusively determined to be $0;

  (b) reflect the Debtors' agreement on the record at the Sale
      Hearing to set aside in escrow the ACAS reserve; and

  (c) provide that funds in the ACAS Reserve will be available
      to satisfy any cure amounts determined to be necessary
      with regard to the assumption and assignment of the
      Pooling and Servicing Agreement.

                      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: Warren Buffett Completes Purchase of Mortgage Biz.
-----------------------------------------------------------------
Berkadia Commercial Mortgage LLC has completed the acquisition of
Capmark Financial Group Inc.'s (Capmark) North American loan
origination and servicing business.

Capmark, which in October voluntarily filed for reorganization
under Chapter 11, received approval on November 24 from the U.S.
Bankruptcy Court for the District of Delaware to complete the sale
to Berkadia pursuant to the Asset Put Agreement dated Sept. 2,
2009, as amended November 23, 2009.

Headquartered in Horsham, Pa., Berkadia enters the commercial real
estate origination and loan servicing market with firmly
established, well-regarded platforms that have been major industry
participants for more than 15 years.  The sale includes a
servicing portfolio of more than $240 billion -- the third largest
in the United States -- as well as leading Fannie Mae, Freddie
Mac, FHA, life insurance company correspondent lending and asset
management operations.  Berkadia has more than 20 origination and
servicing locations in markets across the country.  It also has an
office in Hyderabad, India that provides various strategic
services to the new company.

Warren Buffett, chief executive officer of Berkshire Hathaway,
said, "We are optimistic about the prospects for these businesses.
We are impressed by the existing management team and will support
them in positioning Berkadia to take advantage of opportunities
created by the ongoing dislocation in the commercial real estate
industry."

Michael I. Lipson, head of Global Services and Loan Originations,
and a member Capmark's executive team since 1996, has been named
president of Berkadia and will continue to lead the business.
Berkadia's board of directors will include two representatives
from each of Berkshire Hathaway and Leucadia National.

"We couldn't be more pleased with the outcome of this process,"
said Lipson.  "The support of financially strong sponsors will
enable us to compete effectively in the market, continue to
provide our clients with outstanding service, and maintain
critical business relationships with important constituents."

Berkadia is in the process of hiring more than a thousand of
Capmark's approximately 1500 current employees.  "Over the years,
tremendous effort has gone into building these platforms," said
Lipson.  "It is very gratifying that Berkadia recognized not only
the value of our business, but also the importance of our
employees."

                       About Berkadia

Berkadia Commercial Mortgage LLC, owned jointly by Berkshire
Hathaway Inc. and Leucadia National Corporation is a highly rated
special, master and primary servicer managing a portfolio of more
than $240 billion.  As a correspondent for insurance companies and
a leading approved lender for Fannie Mae, Freddie Mac and HUD/FHA,
Berkadia offers clients access to capital sources for the
acquisition, construction, rehabilitation or refinance of
commercial real estate properties.

                   About Berkshire Hathaway

Berkshire Hathaway Inc. is a holding company owning subsidiaries
engaged in a number of diverse business activities including
property and casualty insurance and reinsurance, utilities and
energy, manufacturing, retailing and services.  Common stock of
the company is listed on the New York Stock Exchange, trading
symbols BRK.A and BRK.B.

                   About Leucadia National

Leucadia National Corporation is a diversified holding company
engaged in a variety of businesses, including manufacturing,
telecommunications, property management and services, gaming
entertainment, real estate activities, medical product development
and winery operations.  Common stock of the company is listed on
the New York Stock Exchange, trading symbol LUK.

                    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: Proposes Deloitte & Touche as Auditors
-----------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
authority to employ Deloitte & Touche LLP, nunc pro tunc to the
Petition Date, as audit and accounting services provider.  The
Debtors have selected Deloitte and Touche because of the firm's
experience and extensive knowledge in the fields of accounting,
auditing, and operational controls for large sophisticated
companies both inside and outside Chapter 11.

As audit and accounting services provider, Deloitte & Touche
will:

  (a) assist the Debtors in supporting stand-alone audits for
      non-Debtor entities affiliated with the Debtors;

  (b) provide advice regarding accounting matters that arise
      during or as a result of the Debtors' Chapter 11 cases,
      including certain fresh start accounting advice; and

  (c) assist the Debtors in complying with requirements to
      produce USAP and SEC Reg. AB examination reports to
      entities for which the Debtors perform loan servicing.

The Debtors will pay Deloitte & Touche an hourly blended rate of
$240.  The Debtors will also reimburse Deloitte & Touche for
reasonable expenses, including travel, report production,
delivery services, and other expenses incurred in the course of
fulfilling its duties.

The Debtors tell the Court that they have paid the firm
approximately $2,600,000 in the 90 days prior to the Petition
Date.

Donald Wolfe, a partner of Deloitte & Touche LLP, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b), and as required under Section 327(a).

                      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)


CIT GROUP: Amends Form S-8 with SEC to Cancel Old Stock
-------------------------------------------------------
CIT Group Inc., on December 10, 2009, emerged from Chapter 11
proceedings pursuant to the Modified Second Amended Prepackaged
Plan of Reorganization of CIT Group Inc. and CIT Group Funding
Company of Delaware LLC.  The Prepackaged Plan was confirmed by an
order of the United States Bankruptcy Court for the Southern
District of New York on December 8.

As of the effective time of the Prepackaged Plan, the Company's
common stock, par value $0.01 per share, was canceled.  As a
result, the Company has terminated all offerings of its Old Common
Stock pursuant to its existing registration statements, including
the Company's Registration Statements on Form S-8 (File Nos. 333-
136454, 333-97275 and 333-97259).  The Company on Friday filed a
Form S-8/A Post-Effective Amendment No. 2 to Registration
Statement 333-97275; and Post-Effective Amendment No. 1 to
Registration Statements 333-97259 and 333-136454 under the
Securities Act of 1933.

In accordance with an undertaking made by the Company in its
Registration Statements to remove from registration, by means of a
post-effective amendment, any shares of the Company's Old Common
Stock which remain unsold at the termination of the offering, the
Company removes from registration all shares of its Old Common
Stock under the Registration Statement which remained unissued as
of the effective time of the Prepackaged Plan.

                        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 served the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel
in connection with the restructuring plan.  Sullivan & Cromwell
served as 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: Fitch Withdraws 'D' Long-Term Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has withdrawn its ratings of CIT Group Inc. and
subsidiaries.

The rating actions follow the previously announced bankruptcy on
Nov. 1, 2009.  While the company has subsequently emerged from
bankruptcy on Dec. 10, 2009, Fitch does not have the level of
information and insight necessary to continue on-going coverage of
the company at this time.  The downgrade of CIT Group Funding
Company Delaware acknowledges the previous bankruptcy filing of
that entity, which was not included in Fitch's prior rating action
commentary.

The upgrade of CIT's senior unsecured debt reflects the face value
in new securities received in exchange for the old bonds which
have been withdrawn by Fitch.  A Recovery Rating (RR) of '3' from
Fitch reflects good recovery prospects or an expected range of
50%-70%.

The affirmation of the ratings of CIT Group Australia Inc.
reflects the fact that bondholders waived its remedies under
default in exchange for security interest in that entity's assets.
However, due to lack of detailed financial information, Fitch has
also withdrawn CIT Australia's ratings at their current levels.

These ratings have been withdrawn by Fitch.

CIT Group Inc.

  -- Long-term Issuer Default Rating 'D';
  -- Short-term IDR 'D';
  -- Subordinated debt 'C/RR6';
  -- Preferred Stock 'C/RR6';
  -- Short-term debt 'C';
  -- Support Rating '5';
  -- Support Floor 'NF'.

CIT Bank

  -- Long-term IDR 'D';
  -- Short-term IDR 'D';
  -- Long-term deposits 'CCC/RR2';
  -- Short-term deposits 'C';
  -- Individual 'D'
  -- Support '5';
  -- Support Floor 'NF'.

CIT Group Australia Inc.

  -- Long-term IDR 'C';
  -- Short-term IDR 'C';
  -- Senior unsecured 'C/RR4';
  -- Short-term debt 'C'.

These ratings have been downgraded and withdrawn by Fitch:

CIT Group Funding Company Delaware

  -- Long-term IDR to 'D' from 'C';
  -- Short-term IDR to 'D' from 'C'.

These ratings have been upgraded with revised recovery ratings by
Fitch:

CIT Group Inc.

  -- Senior unsecured to 'CC/RR3' from 'C/RR4';

CIT Group Funding Company of Delaware

  -- Senior unsecured to 'CC/RR3' from 'C/RR4'.


CITADEL BROADCASTING: Looks to File for Bankruptcy
--------------------------------------------------
According to reports, Citadel Broadcasting Corp. is preparing to
file for Chapter 11.  Law360 relates that the world's third-
largest radio broadcaster is assembling a prearranged Chapter 11
plan and is filing by the end of the year.

Citadel Broadcasting Corporation is the third largest radio
broadcasting company in the United States based on net
broadcasting revenue.  The Company owns and operates radio
stations and holds Federal Communications Commission licenses in
27 states and the District of Columbia.  In addition to owning and
operating radio stations, the Company also owns and operates
Citadel Media, which was formerly identified as ABC Radio Network,
which produces and distributes a variety of news and news/talk
radio programming and formats.  The Radio Network is a leading
radio network and syndicator with approximately 4,000 station
affiliates and 8,500 program affiliations.

The Company has assets of $1.40 billion against debts of
$2.48 billion as of Sept. 30, 2009.


CITADEL BROADCASTING: Prepares To File Prepackaged Ch. 11
---------------------------------------------------------

Citadel Broadcasting Corporation is the third largest radio
broadcasting company in the United States based on net
broadcasting revenue.  The Company owns and operates radio
stations and holds Federal Communications Commission licenses in
27 states and the District of Columbia.  In addition to owning and
operating radio stations, the Company also owns and operates
Citadel Media, which was formerly identified as ABC Radio Network,
which produces and distributes a variety of news and news/talk
radio programming and formats.  The Radio Network is a leading
radio network and syndicator with approximately 4,000 station
affiliates and 8,500 program affiliations.

The Company has assets of $1.40 billion against debts of
$2.48 billion as of Sept. 30, 2009.


CITADEL BROADCASTING: Discussions Won't Move Moody's 'Caa3' Rating
------------------------------------------------------------------
Moody's Investors Service said that Citadel Broadcasting
Corporation's discussions with its lenders, including the
possibility of seeking relief through a Chapter 11 filing under
the U.S. Bankruptcy Code, surrounding the company's ability to
meet its covenant requirements in January 2010 does not impact
Citadel's ratings, including its Corporate Family Rating and
Probability of Default Rating, which contemplating a restructuring
or bankruptcy, were downgraded to Caa3 and Ca, respectively, on
June 25, 2009.

"The ongoing weakness in the economy and advertising spending,
compounded by rising debt and leverage due to the bank facility's
PIK interest (resulted from a recent amendment to the facility),
and the expected inability to meet loan covenant requirements as
soon as January 2010, has left Citadel with an unsustainable
capital structure," stated Neil Begley, a Moody's Senior Vice
President.  As noted, Moody's ratings for the company are
appropriately positioned to reflect the elevated risk of a default
(restructuring or bankruptcy).  The one notch rating gap between
Citadel's CFR and PDR reflects the heightened risk and Moody's
belief that a default may occur before leverage, which was 10.6x
on September 30, 2009 (incorporating Moody's standard
adjustments), rises into the teens and would likely result in a
higher than average 50% recovery.  In the event of a bankruptcy
filing or some other form of wholesale restructuring and default
on the company's obligations, Moody's would downgrade Citadel's
PDR to D from Ca and affirm the company's instrument ratings.

Moody's last rating action on Citadel was on June 25, 2009 when it
downgraded the company's CFR to Caa3 from Caa2 and PDR to Ca from
Caa3.

Citadel Broadcasting Corporation, headquartered in Las Vegas,
Nevada, is a radio broadcaster comprised of 165 FM and 58 AM
stations in more than 50 markets.  For the LTM period ended
September 30, 2009, Citadel generated revenues of $745 million.


CITIGROUP INC: Has Deal to Pay $20 Billion TARP Loan
----------------------------------------------------
Citigroup Inc. on December 14, 2009, said it had reached an
agreement with the U.S. government and its regulators to repay
U.S. taxpayers for the $20 billion the government holds in TARP
trust preferred securities and to terminate the loss-sharing
agreement, entered into on January 15, 2009, with the U.S.
government.

Vikram Pandit, Chief Executive Officer, said on behalf of the
entire Citi Board of Directors, "The TARP program was designed to
provide assistance until banks were in a position to repay it
prudently.  We are pleased to be able to repay the U.S.
government's trust preferred securities and to terminate the loss-
sharing agreement.  We owe the American taxpayers a debt of
gratitude and recognize our obligation to support the economic
recovery through lending and assistance to homeowners and other
borrowers in need."

The loss-sharing agreement with the U.S. Government covers roughly
$250 billion of assets remaining as of the third quarter of 2009.

The securities transactions planned to facilitate the repayment of
the $20 billion in TARP trust preferred securities and the
termination of the loss-sharing agreement are:

Citi will immediately issue $20.5 billion of capital and debt,
comprised of:

     -- $17 billion of common stock, with an over-allotment option
        of $2.55 billion; and

     -- $3.5 billion of tangible equity units (consisting of
        approximately $2.8 billion of prepaid common stock
        purchase contracts (recorded as equity) and approximately
        $700 million of subordinated notes (recorded as debt)).

In connection with Citi's offering, the U.S. Treasury will sell up
to $5 billion of the common stock it holds in a concurrent
secondary offering.  After the secondary offering, the UST is
subject to a 45-day "lock-up" period.

The Treasury plans to sell the remainder of its 34% stake in an
orderly fashion over the next 6-12 months.

In addition, Citi has decided to issue in January 2010 $1.7
billion of common stock equivalents to employees in lieu of cash
they would have otherwise received.  Subject to shareholder
approval at the company's annual meeting on April 1, 2010, the
common stock equivalents will be replaced by common stock.

As agreed with the U.S. government and its regulators, following
the successful completion of the $17 billion common stock offering
and the $3.5 billion offering of tangible equity units, Citi will
repay $20 billion of TARP trust preferred securities. The
repayment will result in an approximate $8 billion pre-tax loss
($5.1 billion after tax).  Citi will also terminate the loss-
sharing agreement with the government and cancel $1.8 billion of
the $7.1 billion in trust preferred securities it originally
issued to the government as consideration for the benefits
provided by that agreement.  This will result in an approximate
pre-tax loss of $2.1 billion ($1.3 billion after tax).  The
termination of the loss-sharing agreement will increase Citi's
risk-weighted assets by approximately $144 billion.

As a result of the repayment of the TARP trust preferred
securities and the termination of the loss-sharing agreement, Citi
expects a net reduction in annual interest expense of
approximately $1.7 billion and approximately $0.5 billion in lower
annual amortization expense associated with the loss-sharing
agreement.

Once Citi repays the $20 billion of TARP trust preferred
securities and upon termination of the loss-sharing agreement, it
will no longer be deemed to be a beneficiary of "exceptional
financial assistance" under TARP beginning in 2010.

After giving effect to the issuance of $17 billion in new common
stock, $3.5 billion of tangible equity units and $1.7 billion of
stock compensation, as well as the repayment of $20 billion of the
TARP trust preferred securities and the termination of the loss-
sharing agreement, Citi's pro forma Tier 1 capital ratio at the
end of the third quarter of 2009 would have been 11.0%, compared
with 12.8%. The company's pro forma Tier 1 common ratio at the end
of the third quarter would have been 9.0%, compared with 9.1%.

Citi has also indicated to its regulators that, in support of its
capital strength, it may issue up to $3 billion of trust preferred
securities in the first quarter of 2010.

"As I have stated many times over the past year, we planned to
exit TARP only when we were convinced that it was prudent to do
so," Mr. Pandit said. "By any measure of financial strength, Citi
is among the strongest banks in the industry, and we are in a
position to support the economic recovery."

     -- In 2009, Citi has provided approximately $458 billion in
        new credit in the U.S. through the end of October.

     -- Since the start of the U.S. housing crisis in 2007, Citi
        has worked with more than 715,000 homeowners, with
        mortgage debt aggregating approximately $79 billion to
        help them avoid potential foreclosure.

     -- Citi is also currently helping more than 1.5 million
        credit card customers manage their debt through a variety
        of forbearance programs. More than 510,000 card members
        entered these programs in the third quarter alone.

During 2009, Citi has:

     -- Substantially strengthened its capital position. After
        giving effect to the transactions , Citi would have had
        approximately $117.4 billion tangible common equity at the
        end of the third quarter of 2009, compared with
        $31.1 billion as of December 31, 2008 and would have had
        approximately $101.7 billion of Tier 1 Common at the end
        of the third quarter, compared to $22.9 billion as of
        December 31, 2008.

     -- Significantly lowered expenses by $15 billion annually

     -- Simplified the company through the sale of non-core
        assets.  It has completed more than 20 divestitures since
        the beginning of 2008 and reduced assets within Citi
        Holdings by $281 billion from peak levels in the first
        quarter of 2008.

     -- Assembled a new management team, overhauled the risk
        management function and added significant financial
        services, risk and markets experience to its Board of
        Directors.

For further information on the details of the repayment, see
http://www.citigroup.com/citi/fin/data/p091214a.pdf

A full-text copy of Citigroup's Investor presentation, dated
as of December 14, 2009, is available at no charge at
http://ResearchArchives.com/t/s?4bc2

                           *     *     *

MarketWatch's Steve Goldstein, Greg Morcroft and Alistair Barr
report Citi's stock fell 6.3% to close at $3.70 as investors
worried about being diluted by a flood of new Citi common stock.

"Although we view positively Citi's exit from TARP, as it will
likely ease compensation issues as well as reduce over $2 billion
in annual interest payments, share dilution is a concern to us,"
Stuart Plesser, a financials analyst at Standard & Poor's Equity
Research, wrote in a note to clients, according to MarketWatch.

The Wall Street Journal's David Enrich and Deborah Solomon report
the government could earn a profit of about $14 billion on its
investments in Citigroup once Citi completes a stock offering and
other moves that are part of its deal with regulators.  According
to the Journal, the Treasury Department said last week that it
expects $19 billion in total profit from its infusions and other
investments in financial institutions, reversing the agency's
initial projection of a $76 billion net loss.

                      About Citigroup Inc.

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

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

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

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


CITIGROUP INC: Files Prospectus for $35 Million T-DECS Offering
---------------------------------------------------------------
Citigroup Inc. on December 14, 2009, filed with the Securities and
Exchange Commisson a preliminary prospectus in connection with its
planned offering of $35 million of Tangible Dividend Enhanced
Common Stock.  Each T-DECS has a stated amount of $100.

Each T-DECS is a unit comprised of a prepaid stock purchase
contract and a subordinated amortizing note due December 15, 2012,
issued by Citigroup, which has an initial principal amount of
$[____] per amortizing note and a scheduled final installment
payment date of December 15, 2012.

On December 15, 2012, each purchase contract will automatically
settle and Citigroup will deliver a number of shares of its common
stock, based on the applicable market value, which is the average
of the daily volume weighted average prices, of the common stock
on each of the 20 consecutive trading days ending on the third
trading day immediately preceding December 15, 2012, as follows:

     -- if the applicable market value equals or exceeds $[____],
        the holder will receive [______] shares;

     -- if the applicable market value is greater than $[_____]
        but less than $[______], the holder will receive a number
        of shares having a value, based on the applicable market
        value, equal to $100; and

     -- if the applicable market value is less than or equal to
        $[_____], the holder will receive [_____] shares.

On Monday, Citi said it had reached an agreement with the U.S.
government and its regulators to repay U.S. taxpayers for the $20
billion the government holds in TARP trust preferred securities
and to terminate the loss-sharing agreement, entered into on
January 15, 2009, with the U.S. government.

A full-text copy of the preliminary prospectus is availabble at no
charge at http://ResearchArchives.com/t/s?4bc3

                      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.


CITY LOFTS LLC: Owners of Commercial Land File in Phoenix
---------------------------------------------------------
According to Bill Rochelle at Bloomberg News, three affiliated
companies owning vacant plots of commercial real estate on East
Belleview St. and East Van Buren St. in Phoenix filed bare-bones
Chapter 11 petitions on Dec. 10 in their hometown.  The properties
are encumbered with almost $35 million owing on three mortgages,
all held by Mortgages Ltd. from Phoenix.

The cases are In re City Lofts LLC, 09-31910, In re McKinley Lofts
LLC, 09-31912, and In re 4633 Van Buren LLC, 09-31915, all in U.S.
Bankruptcy Court, District of Arizona (Phoenix).


CLEAR CHANNEL: Expects to Post Up to $5.5 Billion 2009 Revenue
--------------------------------------------------------------
As of December 10, 2009, Clear Channel Communications, Inc.
expects revenue for the three months ending December 31, 2009, to
be between $1.470 billion and $1.500 billion and revenue for the
full year ending December 31, 2009, to be between $5.510 billion
and $5.540 billion.

As of December 10, 2009, Clear Channel expects operating expenses
to be between $1.060 billion and $1.075 billion for the three
months ending December 31, 2009, and between $4.059 million and
$4.074 million for the full year ending December 31, 2009.
Operating expenses include direct operating expenses, selling,
general and administrative expenses and corporate expenses, but
exclude restructuring and other non-recurring charges related to
our restructuring program and non-cash compensation charges
related to employee compensation costs associated with stock
option grants and restricted stock awards.

Clear Channel currently expects to be in compliance with the
covenants under its senior secured credit facilities for the
remainder of 2009 and through 2010.  Clear Channel, however,
cautioned its anticipated results are subject to significant
uncertainty, and there can be no assurance that actual results
will not differ materially from expectations or that the Company
will maintain compliance with the covenants.

"Our ability to comply with the covenants in our financing
agreements may be affected by events beyond our control, including
prevailing economic, financial and industry conditions," the
Company said.

                       About Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

At September 30, 2009, the Company's consolidated balance sheets
showed $17.7 billion in total assets and $24.7 billion in total
liabilities, resulting in a $7.0 billion total members' deficit.

The Troubled Company Reporter stated on Sept. 7, 2009, that
Moody's changed Clear Channel Communications, Inc.'s Probability-
of-Default rating to Caa3/LD from Caa3, reflecting Moody's view
that the recently completed exchange offer (which expired at 12:00
midnight EST on Aug. 27, 2009) constitutes an effective distressed
exchange default. Moody's expect to remove the "/LD" designation
shortly.  The outlook remains negative.  "Clear Channel's ratings
and negative outlook continue to reflect Moody's expectation that
the company will likely need to restructure its balance sheet,
either due to a violation of its senior secured leverage covenant
over the next several quarters, or within the next few years as
the company faces material maturities of debt with insufficient
liquidity to meet them and to much leverage to attract refinancing
capital," stated Neil Begley, a Moody's Senior Vice President.
Therefore, Moody's continues to believe that the company's capital
structure is unsustainable.


CLEAR CHANNEL: Meyer Inks New Employment Deal with Outdoor Unit
---------------------------------------------------------------
Clear Channel Communications, Inc., on October 14, 2009, said
Clear Channel Outdoor Holdings, Inc., an indirect subsidiary of
the Company, announced that Paul J. Meyer will retire from his
current position as the President and Chief Executive Officer --
Americas of Clear Channel Outdoor, Inc.  At that time, the
revisions to Mr. Meyer's separation arrangements were still being
finalized.

Clear Channel Communications on Friday said that on December 7,
2009, Mr. Meyer entered into a new employment agreement with Clear
Channel Outdoor.  Mr. Meyer will retire from his positions as of
December 31, 2009.  Mr. Meyer will continue to be compensated at
his current annual base salary of $675,000 through December 31,
2009.  As of January 1, 2010, Mr. Meyer will perform consulting
duties for Clear Channel Outdoor and will serve as President and
Chief Executive Officer of Clear Channel Digital, LLC, an indirect
subsidiary of Clear Channel Outdoor Holdings.

Under the terms of the new employment agreement, Mr. Meyer will be
an employee of Clear Channel Outdoor and seconded to Clear Channel
Digital.  In addition, Clear Channel Outdoor will pay Mr. Meyer
bonus payments totaling $1,500,000 ($1,000,000 of which is to be
paid on January 10, 2010 and $500,000 of which is to be paid on
January 10, 2011).  Mr. Meyer will also receive a performance
bonus of $187,500 payable on January 10, 2010 and will be eligible
to receive an additional performance bonus based on EBITDA to be
payable by February 1, 2010.  Mr. Meyer will serve as a consultant
from January 1, 2010 through December 31, 2012.

In compensation for his consulting duties, Mr. Meyer's salary for
the period from January 1, 2010 through December 31, 2010 will be
$675,000, per year.  For the period from January 1, 2011 through
December 31, 2011, Mr. Meyer's salary will be $500,000 per year.
For the period from January 1, 2012 through December 31, 2012, Mr.
Meyer's salary will be $325,000 per year.  Mr. Meyer's stock
options and restricted stock will continue on their vesting
schedule.

Subject to the approval of the Compensation Committee of each of
Clear Channel Outdoor and Clear Channel Outdoor Holdings, the
expiration date of Mr. Meyer's 365,000 options dated November 11,
2005 at the price of $18 per share will be extended two years
through November 10, 2014. Under the new employment agreement, Mr.
Meyer will continue to receive the same benefits he currently
receives.  As compensation for his secondment assignment, Clear
Channel Digital will pay Mr. Meyer a commission based on the
company's financial performance.

                       About Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

At September 30, 2009, the Company's consolidated balance sheets
showed $17.7 billion in total assets and $24.7 billion in total
liabilities, resulting in a $7.0 billion total members' deficit.

The Troubled Company Reporter stated on Sept. 7, 2009, that
Moody's changed Clear Channel Communications, Inc.'s Probability-
of-Default rating to Caa3/LD from Caa3, reflecting Moody's view
that the recently completed exchange offer (which expired at 12:00
midnight EST on Aug. 27, 2009) constitutes an effective distressed
exchange default. Moody's expect to remove the "/LD" designation
shortly.  The outlook remains negative.  "Clear Channel's ratings
and negative outlook continue to reflect Moody's expectation that
the company will likely need to restructure its balance sheet,
either due to a violation of its senior secured leverage covenant
over the next several quarters, or within the next few years as
the company faces material maturities of debt with insufficient
liquidity to meet them and to much leverage to attract refinancing
capital," stated Neil Begley, a Moody's Senior Vice President.
Therefore, Moody's continues to believe that the company's capital
structure is unsustainable.


CLEAR CHANNEL: Outdoor Unit to Offer $750 Million in Senior Notes
-----------------------------------------------------------------
Clear Channel Outdoor Holdings, Inc., on December 10, 2009, said
its indirect, wholly owned subsidiary, Clear Channel Worldwide
Holdings, Inc., will offer two series of senior notes for an
aggregate principal amount of $750,000,000.

Clear Channel Worldwide will offer $600,000,000 aggregate
principal amount of Series A Senior Notes due 2017 and
$150,000,000 aggregate principal amount of Series B Senior Notes
due 2017.

Clear Channel Outdoor Holdings and Clear Channel Worldwide are
subsidiaries of Clear Channel Communications, Inc.

The Notes will be offered and sold only to qualified institutional
buyers in an unregistered offering pursuant to Rule 144A under the
Securities Act of 1933, as amended, and to certain non-U.S.
persons in transactions outside the United States in reliance on
Regulation S under the Act.

In connection with the Offering, Clear Channel Worldwide
distributed a confidential preliminary offering circular relating
to the Notes to certain parties on December 10, 2009.  The
Offering Circular contains certain information regarding Clear
Channel Outdoor Holdings and Clear Channel Communications.

A full-text copy of certain excerpts from the Offering Circular,
which may contain material, non-public information, is available
at no charge at http://ResearchArchives.com/t/s?4bb7

The Offering Circular contains forward-looking statements
regarding Clear Channel Outdoor Holdings based on current
expectations.  Those forward-looking statements include all
statements other than those made solely with respect to historical
fact.  Numerous risks, uncertainties and other factors may cause
actual results to differ materially from those expressed in any
forward-looking statements.  Many of the factors that will
determine the outcome of the subject matter of these statements
are beyond the Company's or Clear Channel Outdoor Holdings'
ability to control or predict.  Neither the Company nor Clear
Channel Outdoor Holdings undertakes any obligation to revise or
update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new
information, future events or otherwise.

                       About Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

At September 30, 2009, the Company's consolidated balance sheets
showed $17.7 billion in total assets and $24.7 billion in total
liabilities, resulting in a $7.0 billion total members' deficit.

The Troubled Company Reporter stated on Sept. 7, 2009, that
Moody's changed Clear Channel Communications, Inc.'s Probability-
of-Default rating to Caa3/LD from Caa3, reflecting Moody's view
that the recently completed exchange offer (which expired at 12:00
midnight EST on Aug. 27, 2009) constitutes an effective distressed
exchange default. Moody's expect to remove the "/LD" designation
shortly.  The outlook remains negative.  "Clear Channel's ratings
and negative outlook continue to reflect Moody's expectation that
the company will likely need to restructure its balance sheet,
either due to a violation of its senior secured leverage covenant
over the next several quarters, or within the next few years as
the company faces material maturities of debt with insufficient
liquidity to meet them and to much leverage to attract refinancing
capital," stated Neil Begley, a Moody's Senior Vice President.
Therefore, Moody's continues to believe that the company's capital
structure is unsustainable.


CLEM CARINALLI: Gets Court Approval to Sell Vallejo Property
------------------------------------------------------------
Steve Hart at the Press Democrat reports that a federal court
judge authorized Clem Carinalli to:

   -- sell his one-third interest in Vallejo self-storage facility
      worth $4.5 million;

   -- renew his lease on a Sebastopol ranch; and

   -- limit notice of activity in the Chapter 11 case to
      creditors.

Mr. Hart says the creditors did not oppose the actions.

Mr. Carinalli, owes more than $193 million to his creditors, plans
to sell properties to settle claims, Mr. Hart.  He requested
July 31, 2010, as deadline to finalize the repayment plan but the
federal court judge put off a decision until Feb. 26, 2009, Mr.
Hart notes.

                        About Clem Carinalli

The U.S. Bankruptcy Judge Alan Jaroslovsky converted the Chapter 7
liquidation case of Clem Carinalli and his wife, Ann Marie, into
Chapter 11 reorganization, at the behest of the Debtors.  As
reported by the TCR on September 17, 2009, a group of investors
claiming that they are owed almost $1 million by Mr. Carinalli
filed a petition to force him into Chapter 7 bankruptcy in the
U.S. Bankruptcy Court in Santa Rosa.  Mr. Carinalli owes creditors
some $150 million.  Exchange Bank President William Schrader said
that the involuntary bankruptcy could delay loan payments to the
bank and other institutions.  Mr. Carinalli said that he was
hoping to avert bankruptcy and instead negotiate privately with
investors, as that would increase the odds of paying creditors
back.  Mr. Carinalli hired debt restructuring consultant Steve
Huntley to negotiate with creditors.


COMMERCIAL VEHICLE: To Close Norwalk Facility After April 2010
--------------------------------------------------------------
Commercial Vehicle Group, Inc., on December 10, 2009, announced
the planned closing of its Norwalk, Ohio truck cab assembly
facility.  This action comes as a result of Navistar's (NYSE: NAV)
decision to insource the cab assembly operations performed at
Norwalk into their existing assembly facility in Escobedo, Mexico.
The closure of the Norwalk location will impact approximately 120
hourly and salaried associates at the facility.  Norwalk is
expected to continue assembly operations for Navistar products
through April 2010.

Persio Lisboa, Vice President and Chief Procurement Officer of
Navistar, said, "Based on the decision to manufacture the cab,
Navistar has decided not to renew its existing contract with CVG
for cab assembly.  This decision allows Navistar to leverage our
core competency as a world class assembler to further optimize
cost, quality, delivery and warranty while also strengthening the
alignment of our supply base to our manufacturing footprint. We
know this is a difficult outcome for CVG, as they have been a
valued supplier since 2002.  Navistar intends to work closely with
CVG throughout this transition period while looking at additional
business opportunities going forward," concluded Mr. Lisboa.

"We are deeply disappointed in Navistar's decision to insource cab
assembly, and we sincerely regret the impact that this decision
will have on our dedicated employees at the Norwalk facility.  We
have enjoyed a long partnership in the development, launch and
building of Navistar cabs," said Mervin Dunn, President and Chief
Executive Officer of Commercial Vehicle Group.  "While we regret
that we will not continue to assemble cab products for Navistar,
we understand their desire to utilize their own existing capacity,
and we will continue to work closely with them to supply stamped
components, interior products and seating products as we move
forward in our ongoing relationship with Navistar," added Mr.
Dunn.

In 2007, CVG launched stampings and cab assembly operations for
Navistar's advanced Prostar platform for which CVG was awarded
Navistar's Diamond Supplier Award, its highest-level recognition
for overall performance by a major supplier.

"We are committed to ensuring that we neutralize the bottom line
impact to CVG.  We intend to do this through additional business
awards as well as additional cost cutting measures at CVG,"
concluded Mr. Dunn.

The Company said it is unable to make a determination of the
estimated costs and cash expenditures associated with the closure
of the Norwalk facility until it completes its transition plan.

The Company estimates this decision will negatively impact CVG's
2010 revenues by roughly $10 million to $15 million and roughly
$30 million to $35 million on an annualized basis.  Excluding any
one-time costs associated with the closure, the Company does not
expect the decision to impact its operating profit.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                         *     *     *

Navistar continues to carry Standard & Poor's Ratings Services'
'BB-' corporate credit ratings and 'BB-' issue-level rating.
Navistar caries Moody's Investors Service's 'B1' Corporate Family
Rating, 'B1' Probability of Default; and SGL-2 Speculative Grade
Liquidity rating.

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The products include static and
suspension seat systems, electronic wire harness assemblies,
controls and switches, cab structures and components, interior
trim systems (including instrument panels, door panels,
headliners, cabinetry and floor systems), mirrors and wiper
systems specifically designed for applications in commercial
vehicles.  The Company has facilities located in the United States
in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon,
Tennessee, Virginia and Washington and outside of the United
States in Australia, Belgium, China, Czech Republic, Mexico,
Ukraine and the United Kingdom.

At September 30, 2009, the Company had $275.3 million in total
assets against $281.4 million in total liabilities, resulting in
stockholders' deficit of $6.1 million.

                           *     *     *

Commercial Vehicle Group carries Standard & Poor's 'CCC+'
corporate credit rating and Moody's Caa2/LD probability of default
rating.


COMMUNICATION ACCESS: Financial Woes Cue Chapter 11 Filing
----------------------------------------------------------
Melissa Burden at Flint Journal says Communication Access Center
for the Deaf and Hard of Hearing Inc. filed for bankruptcy under
Chapter 11 in the U.S. Bankruptcy Court for the Eastern District
of Michigan, after shutting down its CAC JOBS program in September
due to financial difficulties and lack of cash flow that left 100
employees without work.

Ms. Burden, citing court document, the center listed assets of
between $10 million and $50 million, and liabilities of between
$1 million and $10 million.

The center owes creditors about $5.3 million including
$3.49 million to Viable Communications in Maryland, and
$1.27 million to URRelay in Iowa, Ms. Burden notes.

Ms. Burden adds Jeffrey Chimovitz represents the center.

Communication Access Center for the Deaf and Hard of Hearing Inc.
-- http://www.cacdhh.org/-- is an non-profit organization that
operates a center for the deaf and hard-of-hearing population.


CONCORD STEEL: Court Approves LB Steel's $10.7-Mil. Purchase
------------------------------------------------------------
SteelGuru, citing a report by Tribune Chronicle, says the
Bankruptcy Court approved LB Steel LLC's $10.7 million offer to
bring Concord Steel Inc. out of bankruptcy.  LB Steel said it
plans to keep the Company's office in downtown Warren and bring
back workers to the Buena Vista NE factory, which makes counter
weights for elevator.  The source says LB Steel won the bidding at
the December 7 auction when AMG did not raised its final offer of
$10.5 million.

                     About Concord Steel, Inc.

Concord Steel, Inc., a wholly owned subsidiary of Stamford
Industrial Group (Pink Sheets: SIDG) -- http://www.Stamfordig.com/
-- acquired in October 2006, is an independent manufacturer of
steel counter-weights and structural weldments that are
incorporated into a variety of industrial equipment, including
aerial work platforms, cranes, elevators and material handling
equipment.

Concord Steel, Inc., filed for Chapter 11 on Sept. 14, 2009
(Bankr. N.D. Ohio Case No. 09-43448).  On Sept. 28, 2009, Stamford
Industrial followed Concord Steel into Chapter 11 (Bankr. N.D.
Ohio Case No. 09-43669).  Attorneys at Calfee, Halter &
Griswold LLP, represent the Debtors in their restructuring effort.
Concord Steel's petition says assets and debts are between
$10,000,001 and $50,000,000.


CONEXANT SYSTEMS: Swaps $3.18 Million in Bond Debt for Equity
-------------------------------------------------------------
Between December 7, 2009 and December 10, 2009, Conexant Systems,
Inc., entered into exchange agreements with certain holders of its
outstanding 4% Convertible Subordinated Notes due 2026 to issue an
aggregate of 1,314,627 shares of the Company's common stock, par
value $0.01 per share, in exchange for $3,185,000 aggregate
principal amount of the Notes.

The Company is also paying the Holders accrued and unpaid interest
in cash on the Notes exchanged.  The holders of the Notes may
require the Company to repurchase, for cash, all or part of their
Notes on March 1, 2011 at a price of 100% of the principal amount,
plus any accrued and unpaid interest.  The Shares will be issued
in transactions that will not be registered under the Securities
Act of 1933, as amended, in reliance upon an exemption from
registration provided under Section 3(a)(9) of the Act.  The
Exchanges qualify for the 3(a)(9) exemption because the Notes were
and the Shares will be issued by the Company, the Shares will be
issued exclusively in exchanges with the Company's existing
security holders and no commission or other remuneration has been
or will be paid or given directly or indirectly for soliciting the
Exchanges.

The Troubled Company Reporter has run stories about Conexant
entering into exchange agreements with certain holders of the 4%
Convertible Subordinated Notes due 2026:

                                 Amount of     Number of
     Period Covered              Bond Debt     Shares Issued
     --------------              ---------     -------------
     Between November 24 and     $6,800,000       2,772,436
     December 2, 2009

     Between Nov. 20 and 22      $3,300,000       1,249,022

The TCR on December 2, 2009, said Conexant continued its string of
losses, reporting a net loss of $5,263,000 for the fiscal year
ended October 2, 2009.  The net loss is substantially lower
compared to net losses of $300,176,000 for the fiscal year ended
October 3, 2008, and $402,462,000 for the fiscal year ended
September 28, 2007.

At October 2, 2009, the Company had total assets of $350,850,000
against total liabilities of $469,401,000, resulting in
shareholders' deficit of $118,551,000.  At October 2, 2009, the
Company had accumulated deficit of $4,884,471,000.

"We will continue to explore other restructuring and re-financing
alternatives as well as supplemental financing alternatives
including, but not limited to, an accounts receivable credit
facility.  In the event we are unable to satisfy or refinance all
of our outstanding debt obligations as the obligations are
required to be paid, we will be required to consider strategic and
other alternatives, including, among other things, the sale of
assets to generate funds, the negotiation of revised terms of our
indebtedness, additional exchanges of our existing indebtedness
obligations for new securities and additional equity offerings,"
the Company said.

The Company has retained financial advisors to assist in
considering strategic, restructuring or other alternatives.

                        About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.


CONSECO INC: S&P Puts 'CCC' Rating on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'CCC'
counterparty credit rating on Conseco Inc. on CreditWatch with
positive implications.

"We placed the rating on CreditWatch positive to reflect Conseco's
significantly improved financial flexibility," noted Standard &
Poor's credit analyst Kevin Maher.  "This follows the approval of
amendments to bank covenants in its credit facility and the debt
restructuring in October 2009."  S&P believes that the successful
revision of the debt covenants will reduce the company's financial
strains until 2013.

S&P will resolve the CreditWatch status of the rating following
the completion of the broad public offering to raise at least
$200 million of equity capital.cConseco will pay a one-time fee of
25 bps and make an additional $50 million pay-down with these
amendments.  The result is that the obligations are graded up over
three years instead of snapping back in the third quarter of 2010
as the covenants had previously been structured.  Conseco sold
16.5 million shares in the previously announced private equity
offering in November 2009 to Paulson and Co. Inc., and a senior
notes offering raised $176 million, which replaced senior notes
due Sept. 30, 2010; both have helped enhance corporate liquidity.

These moves could enhance Conseco's financial flexibility, though
it will tighten gradually regardless because of the ratcheting up
of more restrictive senior credit agreement covenants in 2011 and
2012.  S&P believes that the solid fundamentals of the operating
companies should support the growth of capital and provide a
cushion above the covenants over the next several years, absent
any further investment losses or unexpected declines to the good
operating performance.  The primary sources of cash at the holding
company are dividends from the operating companies, interest on
surplus debentures, and management and investment fees.  The
holding company is pressuring its operating companies to improve
risk-adjusted capitalization to stay within covenants, which in
turn is compelling the operating companies to minimize dividends.

S&P could raise the rating on the holding company by as much as
two notches upon completion of the $200 million equity offer,
reflecting the significant easing of short-term financial
obligations in the next year.  A two-notch upgrade would return
the differential between the financial strength ratings on
Conseco's insurance companies and the counterparty credit rating
on the holding company to the standard three notches.  (The
differential is currently five notches.)  Although the current
rating anticipates that Conseco will maintain a cushion above its
covenants, the cushion should improve following the amendments to
the covenants, particularly the NAIC risk-based capitalization
requirement.

Although the amendments to the bank covenants and the raising of
both private and public equity funds improve the holding company's
liquidity, Conseco will continue to have modest financial
flexibility because of limitations on dividends from the operating
companies.  Further investment write-downs or deterioration in the
insurance subsidiaries' operating performance could cause the
company to breach its covenants.  If GAAP operating earnings
decline or if financial flexibility decreases, S&P would lower all
of the ratings.


COOPERATIVA DE SEGUROS: A.M. Best Downgrades FSR to 'B-'
--------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B-
(Fair) from B (Fair) and issuer credit rating to "bb-" from "bb"
of Cooperativa de Seguros de Vida de Puerto Rico (COSVI) (San
Juan, PR).  The outlook for both ratings has been revised to
stable from negative. COSVI is a cooperative life insurance
company owned by cooperative organizations in Puerto Rico.

These rating actions reflect COSVI's negative statutory operating
results, despite recent improvement as a result of the 2009 sale
of its group accident and health lines of business, low risk-based
capitalization as measured by Best's Capital Adequacy Ratio, high
exposure to company occupied office building relative to its
statutory capital and surplus, and significant percentage of
foreclosed and restructured loans in its mortgage loan portfolio.
In addition, A.M. Best believes there is an uncertainty
surrounding COSVI's ability to generate sustainable positive
earnings from its remaining life, annuity and individual accident
and health lines of business, following the sale of its group
accident and health businesses, which had accounted for a
significant percentage of its revenue as well as losses over the
past several years.

In 2009, COSVI's operating losses decreased significantly as a
result of the sale of its underperforming group accident and
health business lines.  However, residual losses from the run off
of these businesses have contributed to continued statutory
losses.  A.M. Best notes that COSVI's operating expenses will
continue to decline as the phase out of the group accident and
health business lines progress.  Furthermore, COSVI's statutory
capital is comprised primarily of certificates of contribution and
surplus notes from its co-operative members as opposed to
accumulated retained earnings.  Due to its recent operating and
investment losses, COSVI's risk-adjusted capital is low relative
to its insurance and investment risks.  Additionally, COSVI's
exposure to mortgage loans on company occupied properties and
repurchase agreements are significant relative to total statutory
capital and surplus.  Nevertheless, A.M. Best notes that mortgage
loan encumbrances are significantly less than the current market
value of the properties, and that COSVI intends to significantly
reduce its exposure to repurchase agreements by December 31, 2009.

Partially offsetting these negative rating factors are COSVI's
well established presence in the cooperative and life insurance
marketplace in Puerto Rico, diversified product offerings and
continuing business initiatives to improve its marketing platform,
cost re-structuring and long-term business relationships with the
cooperative members.  A.M. Best notes that the combined results of
COSVI's remaining lines of business, including life, annuities,
credit life and individual accident and health, produced modest
positive statutory operating gains in the most recent period, and
increasing positive results are projected going forward.  In
addition, COSVI has the commitment of its members to support the
entity's financial flexibility.


COYOTES HOCKEY: Ice Edge Plans to Buy Coyotes Team from NHL
-----------------------------------------------------------
The Associated Press' Bob Baum reports that Ice Edge Holdings said
it plans to purchase Phoenix Coyotes from the National Hockey
League with a long-term commitment to keep the team in Arizona.
The deal is expected to approach $150 million, the amount it had
said the group would be willing to spend, the AP says.  According
to the AP, Ice Edge is a group of American and Canadian investors
with five majority owners: LeBlanc, Daryl Jones, John Breslow,
Keith McCullough and Todd Jordan.

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

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


CRESCENT RESOURCES: Taps Andrew Hede's Help to Exit Bankruptcy
--------------------------------------------------------------
Will Boye, staff writer at Charlotte Business Journal, relates
that Andrew Hede, managing director of Alvarez and Marsal, has
been named chief executive of Crescent Resources and is preparing
to lead the company out of bankruptcy early next year.

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Based in Charlotte, North Carolina, Crescent Resources is
a joint venture between Duke Energy and the Morgan Stanley Real
Estate Funds.  Established in 1969, Crescent creates mixed-use
developments, award-winning country club communities, single-
family neighborhoods, apartment and condominium communities, Class
A office space, business and industrial parks and shopping
centers.

Crescent Resources and 120 affiliates filed separate chapter 11
petitions on June 10, 2009 (Bankr. W.D. Tex. Lead Case No. 09-
11507).  The Hon. Craig A. Gargotta presides over the case.
Attorneys at Weil Gotshal Manges LLP represent the Debtors in
their Chapter 11 cases.  Eric J. Taube, Esq., at Hohmann, Taube &
Summers, L.L.P., serves as the Debtors' co-counsel.  Garden City
Group serves as claims and notice agent.  The Debtors disclosed
more than $1 billion each in assets and debts when they filed for
bankruptcy.


DBSD NORTH AMERICA: Dish Network Opposes Financing
--------------------------------------------------
According to Law360, Dish Network Corp. is fighting DBSD North
America Inc.'s bid for post-petition financing on a first-lien,
secured super-priority basis, saying interest savings from such an
arrangement are outweighed by the administrative complications and
duplicative costs incurred in connection with such a facility.

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
It has launched a satellite, but is in the developmental stages of
creating a satellite system with components in space and on earth.
It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus,
Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel,
Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago,
serve as the Debtors' counsel.  Jefferies & Company is the
proposed financial advisors to the Debtors.  The Garden City Group
Inc. is the court-appointed claims agent for the Debtors.  When
the Debtors sought for protection from their creditors, they
listed between $500 million and $1 billion each in assets and
debts.


DELTA AIR: American Air Counters Delta's JAL Bid With $1 Bil.
-------------------------------------------------------------
As widely reported, American Airlines and its Oneworld alliance
partners had proposed a $1.1 billion investment for Japan
Airlines Corp., upsetting rival Delta Air Lines and Skyteam
alliance's offer value "by twice as much."

American's bid counters Delta's announced plan on November 18,
2009, to inject JAL with $500 million in equity from Skyteam, in
addition to $200 million in financing and $300 million in revenue
guarantee, in exchange for access to JAL's routes the U.S. and in
China, Asia's biggest market, according to reports.

American said that its stepped-up investment plan would include
an unspecified capital infusion from private-equity firm TPG and
improved marketing efforts with other Oneworld carriers,
Bloomberg News reported.

Delta and American's intensifying bidding battle puts emphasis to
the carriers' determination to expand their services in the Asian
region through JAL -- Asia's largest airline by revenue.

Amid the intensifying bidding war between American and Delta, JAL
announced that it is postponing any decision on the alliance
proposals "until early next year," Bloomberg News reported on
December 11, 2009, citing Japan's Asahi newspaper.

JAL President Haruka Nishimatsu had previously said that the
company would make a decision by the end of the year, according
to the report.

JAL suffered its biggest-ever quarterly net loss of JPY99 billion
or $1 billion in June 2009 quarter due to plummeting demand in a
slumping global economy, and swine flu fears.  The ailing airline
also forecasts a net loss of JPY63 billion for the current fiscal
year to March 2010, The Associated Press had reported.

In November 2009, JAL reached an agreement for an undisclosed
loan amount from the state-owned Development Bank of Japan.

                       About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.   The merger closed on
October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Delta Air Lines has $44,853,000,000 in assets against total debts
of $43,953,000,000 in debts as of Sept. 30, 2009.

For the third quarter ended Sept. 30, 2009, Delta Air Lines
reported a net loss of $161 million, which reflect significant
weakness in the airline revenue environment due to the global
recession.

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's.


DELTA AIR: Post-Effective Date Committee Dissipation Notice
-----------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates notified Judge
Cecilia G. Morris of the U.S. Bankruptcy Court for the Southern
District of New York that as of December 3, 2009, the Post-
Effective Date Committee ceased to exist in accordance with
Section 17.5(a) of the Debtors' Joint Plan of Reorganization
under Chapter 11 of the Bankruptcy Code.

Accordingly, the Post-Effective Date Committee should be removed
as a party from any pending proceedings or objections, Michael E.
Wiles, Esq., at Debevoise & Plimpton LLP, in New York, said.

                       About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.   The merger closed on
October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Delta Air Lines has $44,853,000,000 in assets against total debts
of $43,953,000,000 in debts as of Sept. 30, 2009.

For the third quarter ended Sept. 30, 2009, Delta Air Lines
reported a net loss of $161 million, which reflect significant
weakness in the airline revenue environment due to the global
recession.

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's.


DELTA AIR: To Hold Webcast for Investors Today
----------------------------------------------
Delta Air Lines invites stockholders, the investment community and
the media to listen to a live webcast of its Investor Day
Conference, which will involve Delta's senior leadership team, on
December 15, 2009, from 8 a.m. to noon, EST.

The audio webcast can be accessed via the Internet at:

                http://ResearchArchives.com/t/s?3a2c

A replay will be available until January 15, 2010, at the same
site, beginning shortly after the webcast is complete.  The
presentation materials will be made available December 15 through
a Form 8-K filing with the United States Securities and Exchange
Commission and on http://www.delta.com


DENNY HECKER: Faces Two Lawsuits by Banks
-----------------------------------------
The Associated Press reports that Cornerstone Bank and Vision Bank
sued Denny Hecker.  The AP states that While Vision Bank was
seeking more than $7 million from Mr. Hecker.  Court documents say
that Cornerstone Bank reported a loss of almost $13 million that
Mr. Hecker allegedly obtained through "false financial
statements."  The AP relates that Cornerstone transferred the debt
to Blackstone Financial.

Advantage Rent A Car -- http://www.advantage.com/-- is a car
rental company with 50 locations in the U.S. and 130 international
affiliate locations.  It is privately held by Denny Hecker Family
Ventures, with headquarter operations in Minneapolis.  Advantage
serves travel and leisure, lifestyle, business, government and
insurance replacement rentals.  The Hecker group of companies
include automobile dealerships, leasing, daily automobile and
motorcycle rental, commercial, and residential real estate
development, aviation, hospitality, and technology.

As reported by the Troubled Company Reporter on Dec. 10, 2008,
Advantage Rent A Car filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of Minnesota.

On April 14, 2009, the TCR said Hertz Global Holdings, Inc.,
completed its $33 million acquisition of Advantage Rent A Car's
assets.


DUBAI WORLD: Abu Dhabi to Provide $10 Billion Funding
-----------------------------------------------------
Margaret Coker at The Wall Street Journal reports Dubai on Monday
said the government of Abu Dhabi would provide $10 billion to meet
the debt obligations of Dubai World.

Ms. Coker says the timing of the bailout coincided with a deadline
for a $4.1-billion payment related to an Islamic bond, or sukuk,
issued by Dubai World's real-estate subsidiary Nakheel, which
matured Monday.

"But it also raised fresh questions about the opaque and
complicated relationship between Abu Dhabi, the capital of the
U.A.E., and Dubai, its financial and trade hub," Ms. Coker says.

Ms. Coker says the funding brings Abu Dhabi's direct and indirect
support for Dubai to $25 billion so far.  That sent stock markets
in both emirates soaring, she says.

By underwriting Dubai World, Ms. Coker says, Abu Dhabi triggered
an immediate bout of investor optimism that promises to ease its
own borrowing costs.  The move also appeared aimed at protecting
the United Arab Emirate's reputation as a global transportation
hub, according to one person familiar with the situation.

According to Ms. Coker, in the wake of Dubai's announcement for a
six-month standstill of its debts, worry over the implied support
Abu Dhabi would give its own companies hit hard.  After the Dubai
announcement in late November, Ms. Coker relates the cost of
insuring Abu Dhabi debt against default soared from just under
$100,000 per $10 million to over $177,000 earlier this month,
according to market tracker CMA.  Late Monday in London, that had
eased back to about $151,500, she says.

Last week, according to Ms. Coker, Moody's Investors Service
placed the credit rating of several Abu Dhabi companies, including
Mubadala Development Co., a vehicle that has financed much of the
capital's infrastructure projects, on review for a possible
downgrade, citing the uncertainty over government support.
Mubadala said last week that it was confident that its strategic
importance and "sound business model" put it in a strong position
with credit agencies.

The rising cost of its own borrowing appears to have outweighed
any hesitancy in Abu Dhabi about providing more cash to Dubai,
analysts said, according to Ms. Coker.

                         6-Month Standstill

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

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

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

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

                          Large Exposure

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

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

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

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

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

                        About Dubai World

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

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


DURA AUTOMOTIVE: Patriarch Partners to Invest $125 Million
----------------------------------------------------------
Affiliates of Patriarch Partners, LLC, have entered into an
agreement to recapitalize and acquire a majority interest in DURA
Automotive Systems, Inc.

Under the agreement, Patriarch will invest up to $125 million of
capital and will take a controlling stake in DURA.  This
transaction completes the transformation of DURA, a company that
emerged from Chapter 11 bankruptcy protection in June, 2008, into
an automotive supplier with a strong balance sheet, industry-
leading intellectual property and a broad low-cost global
presence.  The transaction is subject to customary closing
conditions, including German regulatory approval.

At the same time, Patriarch is also announcing its intention to
pursue an integration of Global Automotive Systems ("GAS"),
another Patriarch-affiliated company, with DURA.  GAS has a broad
range of metal-forming, welding and assembly capabilities, with
material expertise ranging from aluminum and low-carbon steel to
ultra high-strength steel.  That expertise would provide DURA with
a North American-based manufacturing footprint for expanding its
Structure & Safety Systems product lines, which include door
structures, parking brakes and other components.  The combined
companies would operate under the DURA brand name.

"Patriarch is committed to the preservation of jobs and the
strengthening of industry through the confluence of manufacturing
and technology.  This investment exemplifies that strategy," said
Lynn Tilton, CEO of Patriarch Partners.  "The strategic investment
in DURA and subsequent integration with Global Automotive Systems
significantly enhances DURA's capabilities in North America and
creates a robust global supplier with the depth and breadth that
will offer rich benefits to DURA's customers and other
stakeholders."

"Over the last 15 months DURA has accomplished a comprehensive
business restructuring and is now financially poised for growth,"
said Timothy D. Leuliette, chairman, president and CEO of DURA.
"That operational restructuring made our company more globally
competitive and is a testament to the commitment and skills of our
employees.

"That hard work drew Patriarch's interest in DURA, and we are
pleased that they recognized the untapped value in our company.
We are very excited about this transaction and about the
integration of GAS and DURA.  These transactions will make DURA
one of the least-leveraged suppliers in the auto industry, expand
our North American footprint and give us greater access to
capital.  We look forward to a bright future together," Leuliette
said.

                       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.


ECOLOCAP SOLUTIONS: Posts $93,700 Net Loss in Q3 2009
-----------------------------------------------------
EcoloCap Solutions Inc. reported a net loss of $93,657 on sales of
$765,000 for the three months ended September 30, 2009, compared
with a net loss of $293,330 on $-0- sales for the same period of
2008.

For the nine months ended September 30, 2009, the Company reported
a net loss of $274,678, compared with a net loss of $4.3 million
for the same period last year.

At September 30, 2009, the Company's consolidated balance sheet
showed $13.5 million in total assets, $1.6 million in total
liabilities, and $11.9 million in total stockholders' equity.

The Company's consolidated balance sheet at September 30, 2009,
also showed strained liquidity with $552,908 in total current
assets available to pay $1.6 million in total current liabilities.

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

                       Going Concern Doubt

During the nine months ended September 30, 2009, and 2008, the
Company has incurred loss of $274,678 and loss of
$4.3 million, respectively. The Company has negative working
capital of $1.0 million compared to $857,078 at December 31, 2008,
and a stockholders equity of $11.9 million compared to a
stockholders deficiency of $837,426 at December 31, 2008.  These
factors among others raise substantial doubt about the Company's
ability to continue as a going concern.

                     About EcoloCap Solutions

Based in EcoloCap Solutions Inc. (OTC BB: ECOS) --
http://www.ecolocap.com/-- and its subsidiaries Micro Bubble
Technologies Inc., K-MBT Inc., and EcoloCap Solutions Inc. Canada
are an integrated and complementary network of environmentally
focused technology companies that utilize advanced nanotechnology
to design, develop, manufacture and sell cleaner alternative
energy.  Their portfolio of products and services include MBT's
Carbon Nano Tube Battery (CNT-Battery), a rechargeable battery
that surpasses the performance capabilities of any existing
battery, MBT's M-Fuel, an innovative suspension fuel for non-
gasoline applications that exceeds all conventional fuels' costs
and efficiencies, and EcoloCap Solutions Inc. Canada's
comprehensive Carbon Credit Trading consultancy services.
EcoloCap markets its products worldwide, directly and through
agreements with distributors.


EDDIE BAUER: To Shut Down Holland Store on January 3
----------------------------------------------------
Shandra Martinez at The Grand Rapids Press reports that Eddie
Bauer said it will not renew its lease for the Holland Town Center
store at 12330 James St., which store will shut down on Jan. 3,
2010.  The closing will leave 20 employees without work next year,
Ms. Martinez notes.

Established in 1920 in Seattle, Washington, Eddie Bauer is a
specialty retailer that sells outerwear, apparel and accessories
for the active outdoor lifestyle.  The Eddie Bauer brand is a
nationally recognized brand that stands for high quality,
innovation, style and customer service.  Eddie Bauer products are
available at 371 stores throughout the United States and Canada,
through catalog sales and online at http://www.eddiebauer.com/
Eddie Bauer participates in a joint venture in Japan and has
licensing agreements across a variety of product categories.

Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc.  Eddie Bauer
Inc. emerged from Spiegel's 2003 Chapter 11 case as a separate,
reorganized entity under the control and ownership of Eddie Bauer
Holdings, Inc.

Eddie Bauer Holdings, Inc., and eight affiliates filed for
bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No.
09-12099).  Judge Mary F. Walrath presides over the case.  David
S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler,
Esq., at Latham & Watkins LLP, serve as the Debtors' general
counsel.  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq.,
at Young Conaway Stargatt & Taylor LLP, serve as local counsel.
The Debtors' restructuring advisors are Alvarez and Marsal North
America LLC.  Their financial advisors are Peter J. Solomon
Company.  Kurtzman Carson Consultants LLC acts as claims and
notice agent.  As of April 4, 2009, Eddie Bauer had $525,224,000
in total assets and $448,907,000 in total liabilities.

Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed as monitor in the Canadian proceedings.

On August 4, 2009, Golden Gate Capital closed a deal to acquire
Eddie Bauer Holdings for $286 million.  Golden Gate will maintain
the substantial majority of Eddie Bauer's stores and employees in
a newly formed going concern company.  Golden Gate beat an
affiliate of CCMP Capital Advisors, LLC, at the auction.  The CCMP
unit's $202 million cash offer served as stalking horse bid.

Golden Gate Capital -- http://www.goldengatecap.com/-- is a San
Francisco-based private equity investment firm with roughly
$9 billion of assets under management.


EDRA BLIXSETH: Seized Jewelry Up For Bids at Estate Jewelry
-------------------------------------------------------------
Kate McGinty at The Desert Sun says about 100 pieces of jewelry
seized from Edra S. Blixseth will be up for sale during a weeklong
silent auction to start Monday at Estate Jewelry Collection at 73-
470 El Paso in Palm Desert.

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.

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.


ELEPHANT TALK: Posts $5.6 Million Net Loss in Q3 2009
-----------------------------------------------------
Elephant Talk Communications, Inc. reported a net loss of
$5.6 million for the three months ended Sept. 30, 2009, compared
with a net loss of $3.9 million for the same period of the
previous year.  Revenue for the three months ended Sept. 30, 2009,
was $11.5 million, compared to $11.3 million for the same period
in 2008.

For the nine months ended September 30, 2009, the Company reported
a net loss of $10.5 million, compared with a net loss of
$9.1 million for the same period in 2008.  Revenue for the nine
months ended Sept. 30, 2009, was $32.2 million, a drop of
$2.8 million or 8.1%, compared with $35.0 million for the same
period in 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $24.2 million in total assets, $23.6 million in total
liabilities, and $660,205 in total shareholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $10.5 million in total current
assets available to pay $12.5 million in total current
liabilities.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://researcharchives.com/t/s?4ba4

              Financial Condition and Going Concern

The Company has an accumulated deficit of roughly $55.5 million as
of September 30, 2009.  Historically, the Company has relied on a
combination of debt and equity financings to fund ongoing cash
requirements.  As of November 11, 2009, the Company received a
total of $5.4 million in loans (including accrued interest) from
QAT II Investments SA, a related party, which were subsequently
converted into the Company's private placement of convertible
notes and warrants, and the Company received an additional
$6.9 million in gross proceeds from the sale of securities to
other accredited investors.  Management believes that the cash
balance at September 30, 2009, in combination with the net
proceeds received from the sale of the securities in October of
2009, will provide the Company with sufficient funds through the
fourth quarter  of 2009.

Although the Company has previously been able to raise capital as
needed, such capital may not continue to be available at all, or
if available, that the terms of such financing may be dilutive to
existing shareholders or otherwise on terms not favorable to the
Company or existing shareholders.  Further, the current global
financial situation may offer additional challenges to raising the
required capital.  If the Company is unable to secure additional
capital, as circumstances require, it may not be able to continue
operations.

As of September 30, 2009, these conditions raise substantial doubt
about the Company's ability to continue as a going concern.

                       About Elephant Talk

Based in Schiphol, The Netherlands, Elephant Talk Communications
Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- currently
provides traditional telecom services, media streaming, and
distribution services primarily to the business-to-business
community as well as Mobile Virtual Network Enabler and Mobile
Virtual Network Operator services within the telecommunications
market where it has a presence.  Historically, the Company has
primarily derived its revenues from traditional fixed-line
services, but since 2006, significant investments have been made
in mobile enabling services and platforms.  The first revenues
from these mobile services started during the fourth quarter of
2008.

The Company was incorporated on February 5, 1962, under the laws
of the state of California as Altius Corporation and involved in
the manufacturing of freeway signs.  In March 1997, Altius
acquired Starnet Universe Internet, Inc., a web developer and
Internet Service Provider and the Company changed its name to
Staruni Corporation.  On January 4, 2002, Staruni Corporation
merged with Elephant Talk, Limited, a company incorporated in Hong
Kong, and filed a Certificate of Amendment of Articles of
Incorporation to amend the corporate name to Elephant Talk
Communications, Inc.


ENBRIDGE ENERGY: DBRS Confirms Rating of 'BB'
---------------------------------------------
DBRS has confirmed the ratings on the Commercial Paper, Senior
Unsecured Notes and Junior Subordinated Notes of Enbridge Energy
Partners, L.P. (EEP or the Partnership) at R-2 (middle), BBB and
BB (high), respectively, with the trends changed to Stable from
Negative.

The confirmations reflect: (1) continued progress on EEP's large
capex program (expected to approximate $1.3 billion in 2009,
including $0.8 billion spent during the nine months ending
September 30, 2009 (9M 2009), and $0.7 billion forecast for 2010),
which is expected to improve its business risk profile upon
completion in mid-2010 due to the heavy weighting of capex towards
low-risk (due to strong regulatory and contractual arrangements)
liquids pipelines projects; and (2) substantially reduced funding
requirements (from $2.1 billion to $1.0 billion) over 2009 and
2010 following the July 20, 2009 announcement (see DBRS press
release) that EEP and Enbridge Inc. (ENB) had concluded a joint
funding agreement under which ENB will effectively fund two-thirds
of the $1.2 billion cost of the U.S. segment of the Alberta
Clipper crude oil pipeline project (Alberta Clipper U.S.), with
the remaining one-third to be funded by EEP (previously 100% EEP).
Completion of EEP's major capex program in mid-2010 is projected
to result in sustainable credit metrics that are in line with the
current ratings.

The trend changes to Stable from Negative reflect DBRS's belief
that EEP is on track to maintain its full year 2009 credit metrics
at stronger levels than implied by the Partnership's February 2009
Guidance (which contributed to the trend change to Negative at
that time - see DBRS press release dated February 5, 2009).  In
February 2009, DBRS estimated that, based on the 2009 Guidance,
cash flow-to-debt, EBITDA interest-coverage and EBIT interest-
coverage metrics would be in the 13% to 14%, 2.7 times to 2.8
times and 1.8 times to 1.9 times range, respectively, in 2009,
which would be outside the parameters for the current ratings.
If, in DBRS's opinion, EEP's credit metrics were likely to fall
below these levels with limited potential for substantial recovery
by 2010, further rating action could occur.

However, EEP's financial results in 9M 2009 were better than
previously expected by DBRS, supported by stronger than previously
expected results within the Natural Gas segment (which has a
higher business risk profile due to volume and commodity price
risks, although partly offset by contractual and hedging
arrangements) through a reduction in operating and administrative
expenses as a result of cost cutting initiatives as well as
earnings and cash flow from the second stage of the Southern
Access Mainline Expansion (Southern Access) placed in service on
April 1, 2009, higher volumes and tolls on Lakehead System and
higher tolls on the North Dakota and Mid-Continent liquids
pipelines systems.

EEP's credit ratios remain subject to pressure in the near term as
a result of its large capex program.  DBRS expects that, over
time, the capex program will be funded with relatively equal
components of debt and equity, such that EEP's adjusted debt-to-
capital ratio (47% at September 30, 2009) rises to the low-50%
range, which DBRS considers to be reasonable for the current
ratings.  DBRS expects EEP to return its cash flow-to-debt, EBITDA
interest-coverage and EBIT interest-coverage metrics (17.3%, 3.4
times and 2.4 times, respectively, for the 12 months ending
September 30, 2009 (LTM September 30, 2009) to recent levels
during the second half of 2010 (H2 2010) in order to maintain the
current ratings.  In November 2009, EEP closed the sale of certain
non-core natural gas pipeline assets for $151 million of proceeds,
virtually eliminating the Partnership's need to issue equity
through year-end 2010.

The Partnership's external financing needs through year-end 2010
are substantial.  However, EEP had $1.6 billion of availability
under its credit facilities at September 30, 2009 compared with
less than $1 billion of availability as at September 30, 2008.  In
addition, EEP's funding requirements have diminished considerably
over the past year due to lower planned capex.  Therefore, DBRS
expects the Partnership's liquidity position to be sufficient to
support its needs through year-end 2010 in the event that capital
markets were to return to the difficult conditions experienced
during most of 2008 and the first half of 2009.

The Partnership has two crude oil pipeline projects coming on
stream in early 2010 (North Dakota Phase VI Expansion (ND
Expansion)) and mid-2010 (Alberta Clipper U.S.) that will generate
significant earnings and cash flow from their respective in-
service dates and support the projected improvement in credit
metrics in H2 2010.  As at September 30, 2009, EEP had hedges in
place within its Natural Gas segment for 87% of its estimated
commodity positions in 2010 in order to reduce volatility of
earnings and cash flow.

Included in 2009-2010 growth capex are the following major
projects: (a) Southern Access added 400,000 barrels per day (b/d)
of heavy crude oil capacity to the Lakehead Pipeline System
between the Canada-U.S. border and Flanagan, Illinois on April 1,
2009. (b) Alberta Clipper U.S. entails construction of a new
450,000 b/d capacity heavy crude oil pipeline from the Canada-U.S.
border to Superior, Wisconsin (where it connects with the Southern
Access Mainline Expansion) upon expected completion in mid-2010.
As noted above, ENB has committed to fund two-thirds of this
project with the balance to be funded by EEP.  The above-noted
projects will each be regulated under long-term cost-of-service
tolling methodologies, protecting EEP against volume risk, most
capital cost overruns, property taxes and power costs. (c) ND
Expansion will increase system capacity to 161,000 b/d from
110,000 b/d upon completion in early 2010.  The tolling structure
for this expansion is a cost-of-service based charge that will be
added to existing tolls. Incremental EBITDA from these projects is
expected to contribute to improved credit metrics over the medium
term.


EVERGREEN INTERNATIONAL: Limited Liquidity Cues S&P's Junk Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Evergreen International Aviation Inc., including the corporate
credit rating to 'CCC' from 'B-', and removed the ratings from
CreditWatch with negative implications, where S&P placed them in
June 2009.  The outlook is developing.  In addition, S&P lowered
the company's first-lien senior secured debt rating to 'CCC+' from
'B+' and the second-lien secured debt rating to 'CC' from 'CCC+'.
S&P also revised the recovery rating on the first-lien senior
secured debt to '2' from '1', indicating the expectation of
substantial (70%-90%) recovery, and revised the second-lien senior
secured debt recovery rating to '6' from '5', indicating S&P's
expectation of negligible (0%?10%) recovery.

The ratings on Evergreen reflect S&P's concerns over the company's
very limited liquidity, given the capital intensive and
competitive markets in which it competes.

"Standard & Poor's could raise the ratings if Evergreen is
successful in selling assets per the terms of its credit
agreement, liquidity improves from the very limited current level,
and the operating outlook for the company is such that S&P
believes it can sustain its improved liquidity," said Standard &
Poor's credit analyst Christopher DeNicolo.  Given the limited
cushion under its credit agreement, Evergreen's failure to repay
debt through asset sales or an unexpected shortfall in operating
results would likely lead to a covenant breach and a potential
default.  "Under such a scenario, S&P would lower the ratings," he
continued.


EXTENDED STAY: Examiner Report to Cost $4 Million
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that the examiner for
Extended Stay Inc. will complete his report by Feb. 19 at a cost
of as much as $4 million, under the revised work plan approved by
the Bankruptcy Court.  The examiner, appointed in September, is
looking into the company's acquisition in June 2007 and the
reasons it tumbled into bankruptcy.  The impetus came from
creditors who wanted an investigation into whether senior lenders
induced the Company to file bankruptcy with the objective of
wiping out junior lenders.

The examiner Ralph R. Mabey, a former U.S. bankruptcy judge,
estimates that the four-month investigation may cost between $3.9
million to $4.85 million.  The estimated total fees of the
examiner will be about $262,500 to $437,500, while those of his
legal counsel, Stutman Treister & Glatt Professional Corporation,
will be about $1,728,000 to $2,118,800.

The examiner was appointed to probe claims that Extended Stay
Hotels Inc. filed for bankruptcy in a scheme to push out junior
debt holders.  The U.S. Trustee requested for a probe on the
structuring, negotiation and closing of the acquisition of the
Debtors in 2007 by an investment consortium led by Lightstone
Group LLC Chairman David Lichtenstein.  Mr. Lichtenstein acquired
the Debtors from Blackstone Group LP in April 2007 through a $7.4
billion secured loan he availed from Wachovia Bank N.A., Bank of
America N.A, and Bear Stearns Commercial Mortgage Inc.  The $7.4
billion loan consisted of a $3.3 billion "mezzanine" loan and a
$4.1 billion mortgage loan.

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

                        About Extended Stay

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

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

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

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


FAIRFIELD RESIDENTIAL: Files for Chapter 11 in Delaware
-------------------------------------------------------
Fairfield Residential LLC, along with 14 affiliates, filed a
Chapter 11 petition in Delaware (Bankr. D. Del. Case No.
09-14378), listing assets of $958 million and debt totaling
$835 million as of Sept. 30, 2009.

Fairfield filed a proposed Chapter 11 plan simultaneously with the
petition.  The Company though is still in talks with creditors
towards a consensus, as it has not yet obtained support for the
plan.  Fairfield promises to file an explanatory disclosure
statement by Dec. 28.

According to Bloomberg News, debt at the parent level includes
$33.7 million on a revolving credit and a $45.8 million term loan
owing to a group with Capmark Finance Inc. as agent.  Another
$18.2 million is owing on a revolving credit with Wachovia Bank
NA.  The parent companies have $1.5 million in liabilities on
guarantees of matured debt owing on individual projects where each
project has its own financing.

Bill Rochelle at Bloomberg News says the Plan has alternatives
depending on whether there are new investors.  If there is no new
money from third parties, creditors will get 85% of the stock
while management takes the other 15% in return for an investment
of $1.25 million.  If there is a new investment of at least
$15 million, creditors will be given the opportunity to invest
alongside.  In that event, Capmark would receive 60% of excess
cash initially, while the other 40% would go to creditors.
Wachovia would receive its collateral or proceeds from sale, with
the deficiency being an unsecured claim.

Fairfield said bankruptcy resulted from the lack of financing,
fewer buyers and falling real estate values.

Fairfield Residential LLC is a developer of multifamily housing.
The San Diego-based company and its non-filing affiliates have 200
projects in 40 markets, ranging from raw land to completed
developments.  Revenue in the first nine months of 2009 was $507
million, resulting in a net loss of $49 million.  For 2008, the
net loss was $108 million on revenue of $953 million.

Paul, Hastings, Janofsky & Walker LLP has been tapped as
bankruptcy counsel.  Richards, Layton & Finger, P.A., is local
bankruptcy counsel.  Andrew Hinkleman is chief restructuring
officer.


FAIRFIELD RESIDENTIAL: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Fairfield Residential LLC
        5510 Morehouse Drive, Suite 200
        San Diego, CA 92121

Bankruptcy Case No.: 09-14378

Debtor-affiliate filing separate Chapter 11 petitions:

    Entity                                 Case No.
    ------                                 --------
FF Development, Inc.                       09-14385
FF Properties, Inc.                        09-14381
FF Development, L.P.                       09-14386
Fairview Residential LLC                   09-14379
FF Properties, L.P.                        09-14382
FF Realty LLC                              09-14392
Fairfield Financial A LLC                  09-14389
FF Investments LLC                         09-14383
Fairview Investments LLC                   09-14387
Fairfield Affordable Housing LLC           09-14380
Fairview Homes, Inc.                       09-14388
Fairview Residential L.P.                  09-14384
Fairview Residential WA LLC                09-14391
Fairview Residential CA L.P.               09-14390

Chapter 11 Petition Date: December 13, 2009

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

About the Business:

Debtors' Counsel: Daniel J. DeFranceschi, Esq.
                  Richards, Layton & Finger
                  One Rodney Square, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: defranceschi@rlf.com

                  Lee E. Kaufman, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street, One Rodney Square
                  Wilmington, DE 19801
                  Tel: (302) 651-7582
                  Fax: (302) 651-7701
                  Email: kaufman@rlf.com

                  Paul Noble Heath, Esq.
                  Richards, Layton & Finger
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: heath@rlf.com

                  Travis A. McRoberts, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: mcroberts@rlf.com

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

Estimated Debts: More than $1,000,000,000

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/deb09-14378.pdf

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Wells Fargo Bank           Bank                   $129,830,823
1021 Main Street,
Suite 2402
Houston, TX 77002
Attn: Lynn Carr

Bank of America            Bank                   $84,038,006
901 Main Street,
21st Floor
Dallas, TX 75202-3717
Attn: Sergio Reyes

Capmark Finance, Inc.      Bank                   $79,509,741
1600 Tysons Blvd.
Suite 1100
McLean, VA 22101
Attn: Steve Power

Compass Bank               Bank                   $64,187,562
15 South 20th Street
Suite 1601
Birmingham, AL 35233
Attn: Cameron Terry

Regions Bank               Bank                   $52,306,344
16600 Dallas Parkway,
2nd Floor
Dallas, TX 75248
Attn: Joe Samford

Principal Financial        Bank                   $46,718,192

Freddie Mac                Bank                   $45,939,325
8100 Jones Branch Drive,
Mailstop B4B
McLean, VA 22102-3110
Attn: Mike McRoberts

Royal Bank of Canada       Bank                   $45,030,867

Cigna                      Bank                   $40,788,766
280 Trumbull Street
H11G
Hartford, CT 06103
Attn: Michael Doyle

Fifth Third                Bank                   $40,722,210
222 S Riverside Plaza,
33rd Floor
Mail Drop GRVR31
Chicago, IL 60606
Attention: Thomas Jeffery

Pacific National Bank      Bank                   $38,444,842
1676 North California Blvd.
Suite 420
Walnut Creek, CA 94596
Attn: Don Adams

Nationwide Life Insurance  Bank                   $37,376,838
Co.
One Nationwide Plaza,
1-34-03
Columbus, OH 43215-2220
Attn: Todd Harrop

Landesbank Hessen-         Bank                   $35,825,280
Thuringen Girozentrale
(Helaba)
420 Fifth Avenue,
24th Floor
New York, NY 10018
Attn: Stuart Levy

US Bank                    Bank                   $34,322,407
One Columbia, Suite 200
Aliso Viejo, CA 92656
Attn: Joseph Corff

JP Morgan Chase Bank       Bank                   $28,654,559
17875 Von Karman Avenue
2nd Floor
Irvine, CA 92614
Attn: Dan Borland

Massachusetts Mutual Life  Bank                   $27,560,392
Insurance Company
1500 Main Street
Suite 1906
Springfield, MA 01115-5189
Attention: Rob Biddleman

Fannie Mae                 Bank                   $26,438,454
14221 Dallas Parkway,
Suite 1000
Dallas, TX 75254-2916
Attention: Carol King

Northwestern Mutual Life   Bank                   $24,547,345
Insurance Co

PNC Bank                   Bank                   $23,708,370
249 Fifth Avenue, 19th Floor
Pittsburg, PA 15222
Attention: Darin Mortimer

Sovereign Bancorp Inc.     Bank                   $23,313,462
75 State Street
Mail Code: MA1SST04-12
Boston, MA 02109
Attn: George Brockman

The petition was signed by Andrew Hinkelman, chief restructuring
officer of the Company.


FLEETWOOD ENTERPRISES: Near Filing 'Consensual Plan'
----------------------------------------------------
Bill Rochelle at Bloomberg News reports Fleetwood Enterprises Inc.
says it's near agreement with creditors on a consensual plan.  It
is asking for an extension of the exclusive right to propose a
plan until April 5.  The hearing will be Jan. 6.

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


FLEETWOOD HOMES: Cavco Industries Gets Gholson Road Property
------------------------------------------------------------
Mike Copeland, editor at Tribune-Herald business, relates that
Cavco Industries of Phoenix acquired Fleetwood Homes of California
Inc.'s complex on Gholson Road, and said it plans to spend
$2 million expanding it.  Cavco expects to get financial incentive
that might help expand Fleetwood's operations and is been working
with Greater Waco Chamber of Commerce to find out what's
available, Mr. Copeland notes.

Based Riverside, California, Fleetwood Homes that makes houses
filed for Chapter 11 bankruptcy protection in March.


FONTAINEBLEAU LV: Court OKs January 21 Auction for Retail Units
---------------------------------------------------------------
Fontainebleau Las Vegas Retail Parent, LLC, Fontainebleau Las
Vegas Retail Mezzanine, LLC, and Fontainebleau Las Vegas Retail,
LLC -- the Retail Debtors -- asked the Court to issue an order:

  (a) establishing bidding procedures for the sale of all or
      substantially all of the Retail Debtors' assets free and
      clear of liens, claims, and encumbrances,

  (b) authorizing the Retail Debtors to provide certain stalking
      horse bid protections,

  (c) scheduling a final hearing to consider approval of the
      sale of all or substantially all of the Retail Debtors'
      assets, and

  (d) approving the form and manner of notice of the sale.

The Retail Debtors seek Court approval of a sales process through
which they can present substantially all of their assets, other
than certain excluded assets, for sale through a competitive
bidding process.

In the Debtor s' Motion to sell substantially all of their
assets, the M&M Lienholders' and the Contractor Claimants
asserted that both the DIP Credit Facility and the proposed
Section 363 sale cannot be approved over the objection of the
statutory lienholders as a matter of law.  Based upon the onerous
and commercially unreasonable terms proposed by the prospective
buyer, the M&M Lienholders and Contractor Claimants told the
Court that they do not consent to the sale.

In addition, Lehman Brothers Holdings Inc., as a debtor in
separate Chapter 11 cases pending in the United States Bankruptcy
Court for the Southern District of New York under Jointly
Administered Chapter 11 Case No. 08-13555 (JMP), in its capacity
as lender and agent for itself and the Union Labor Life Insurance
Company, National City Bank, and Sumitomo Mitsui (the Lenders),
informed the Court that they reserve their rights with respect to
the proposed Sale to the extent the Retail Debtors seek the
Court's determination in advance of the proposed January 15, 2010
deadline for filing objections to the proposed Sale transaction
that they may sell free and clear of liens, claims and
encumbrances pursuant to Section 363(f) of the Bankruptcy Code.

                   Bidding Procedures Approved

Judge A. Jay Cristol of the United States Bankruptcy Court for
the Southern District of Florida approved the Bidding Procedures
in all respects, which will govern all bids and bid proceedings
relating to the Purchased Assets.

All Objections to the Bidding Procedures that have not been
withdrawn, waived or settled as announced to the Court at the
Bidding Procedures Hearing or by stipulation filed with the Court
or the terms of the Order, are overruled without prejudice to
objections to the approval of the Sale Transaction, including
under Section 363(f) of the Bankruptcy Code.

The Break-Up Fee, Sale Notice and the Publication Notice are also
approved.

The failure specifically to include or reference any particular
provision of the Bidding Procedures in the Order will not
diminish or impair the effectiveness of the procedure, it being
the intent of the Court that the Bidding Procedures be authorized
and approved in their entirety.

Any person wishing to submit a higher or better offer for the
Purchased Assets, or any portion of the Assets, must do so in
accordance with the terms of the Bidding Procedures.

The Court also approved these dates relevant to the Bidding
Procedures and the Sale:

Date                                   Activity
----                                   --------
January 11, 2010, at 5:00 p.m. (PT)    Transmission of
                                       Participation Materials
January 15, 2010, at 5:00 p.m. (PT)    Bidding Deadline
January 15, 2010, at 4:00 p.m. (ET)    Sale Objection Deadline
January 21, 2010, at 9:00 p.m. (ET)    Auction
January 23, 2010, at 12:00 p.m. (ET)   Pre-Closing Deadline
January 25, 2010, at 3:00 p.m. (ET)    Cure Costs Obj. Deadline
January 27, 2010, at 10:00 a.m. (ET)   Sale Hearing

By 5:00 p.m. Pacific time on January 19, 2010, the Examiner will
(a) notify the Notice Parties of which Bids, if any, it has
determined are Qualified Bids and (b) will provide copies of
Qualified Bids to each of the other Qualified Bidders. Any
disputes as to whether a Potential Bidder is a Qualified Bidder
will be resolved by the Bankruptcy Court prior to the Auction.

Bidding at the Auction will begin with the Starting Bid and
continue, in one or more rounds of bidding, so long as during
each round at least one subsequent Bid or combination of Bids is
submitted by a Qualified Bidder that (i) improves upon the
Qualified Bidder's or Qualified Bidders' immediately prior
Qualified Bid and (ii) the Examiner determines that the
Subsequent Bid is (A) for the first round, a higher or otherwise
better offer than the Starting Bid, and (B) for subsequent
rounds, a higher or otherwise better offer than the Leading Bid.

Each incremental Bid or combination of Bids at the Auction must
provide net value to the estate of at least $1,000,000 over the
Starting Bid or the Leading Bid, as the case may be.

After the first round of bidding and between each subsequent
round of bidding, the Examiner will announce the Bid or
combination of Bids that it believes to be the highest or
otherwise better offer.  A round of bidding will conclude after
each participating Qualified Bidder has had the opportunity to
submit a Subsequent Bid with full knowledge of the Leading Bid.

In evaluating the value of any Bid by the Purchaser, the Examiner
will include the amount of the Break-Up Fee and the Credit Bid in
the Bid.

Nothing in the Order is intended to prejudice or affect, or
constitute a finding or determination with respect to, any
position of the Retail Debtors, the Debtors, the holders of the
Retail Loans, the holders of the loans under the Senior Credit
Facility, the holders of the Junior Mortgage Notes, the Statutory
Lienholders or any other party-in-interest regarding (a) the
interests of any party-in-interest in the proceeds of the sale of
any property of the Debtors, or (b) the proper allocation of the
Sale Proceeds between the Retail Debtors and the Resort Debtors,
which issues are expressly reserved for future determination by
the Court.

Full-text copies of the Order and the Bidding Procedures is
available for free at:

    http://bankrupt.com/misc/FB_RDBiddingProcedures.pdf
    http://bankrupt.com/misc/FB_RDBiddingProceduresAOrd.pdf

                   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: Craig Road Sends Letter Interest for Casino
-------------------------------------------------------------
In a letter addressed to the Court dated December 2, 2009, Craig
Road Development Corporation informed the Court of its interest
to acquire 100% of the "Tier A" casino hotel and resort -- the
Project -- from the Fontainebleau Resorts LLC.

CRDC says its preliminary non-binding indication of interest is
based upon discussions it is holding with the US Army Family
Morale and Welfare Command to acquire a Las Vegas resort for DOD
military and veteran personnel.

Eugene Hill, chief executive officer of Craig Road Development
Corporation, relates that the Project would be completed through
separate funding, estimated at $800 million.  Funding for the
acquisition and build out will come from commercial sources and
the repayment of the funds will be from operational income.  The
completed facility will become one of three Department of Defense
resort properties in the United States, Mr. Hill elaborated.

The principal terms of the CRDC proposal are:

(A) Purchase Price.  An entity formed by CRDC and certain
   investors -- Heroes Property Group, LLC -- will pay
   $350,000,000 for 100% of the Project's equity, payable in c
   cash at closing.

   (a) Cash.  The Sellers would retain any unrestricted cash
       balances of the Project in excess of normal operating
       cash balances held for operating needs.

   (b) Debt/No Liens and Encumbrances.  The Sellers would be
       responsible for retiring any funded and interest bearing
       debt, including capital leases, of the Project.  The
       Project's stock purchased by Heroes Property Group LLC,
       will be free and clear of all liens and encumbrances.

       Financing and Capital Structure.  Financing of HPG's
       purchase of the Project will be accomplished by a
       combination of senior debt, subordinated debt and equity.
       Anticipated capital structure targets senior financing of
       approximately $300 million, $650 million in
       subordinated debt and $200 million in equity.  The
       subordinated debt will be provided through a Private
       Placement debt offering.  Based on cursory conversations
       with a number of senior lenders, an expectation of
       $300 million in senior financing is reasonable.

   (c) Continuity of Management.  Remaining members of the
       the Project's senior management team would be expected to
       continue with the Project under the same terms and
       conditions as currently in place.  As part of their
       continuing employment, certain key members of the
       the Project's senior management team would be required to
       enter into mutually agreed upon non-competition
       agreements with the Project and HPG.

   (d) Management Co-Investment.  Key members of the Project's
       senior management team who continue to be employed by the
       Project after closing would be encouraged to purchase
       equity in HPG on the same terms as CRDC and its
       investors.

   (e) Due Diligence.  CRDC, along with its investors and
       lenders, would conduct a detailed and efficient due
       diligence process, meant to confirm much of the
       information they have already received.

   (f) Process.  CRDC expects to close the acquisition of the
       Project within 60 days from the later of (i) acceptance
       of a letter of interest, or (ii) securing an acceptable
       senior financing commitment.  The proposed transaction
       would be financed with capital from CRDC, certain
       investors, and the PPM debt offering.  CRDC expects to
       receive financing commitments within 30 to 45 days of the
       conclusion of its business due diligence.  However,
       financing commitments may be subject to a review of the
       Project's financial statements by an independent
       nationally recognized accounting firm.

Mr. Hill disclaims that the letter is an expression of interest
and is not, nor should it be construed as, a binding legal offer,
which will only result from the execution and delivery of a
definitive purchase agreement.  The acquisition will be
contingent upon, among other things, satisfactory completion of
due diligence by CRDC.

"It does, however, represent our strong interest in the Project,"
Mr. Hill says.

In a letter sent to CRDC on December 4, 2009, Judge Cristol asked
CRDC to coordinate with the Debtors and the Chapter 11 Examiner
if it wishes to participate in the January 21, 2010 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: Retail Units' Sec. 341 Meeting Set for Dec. 22
----------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, will
convene a meeting of creditors of Fontainebleau Las Vegas Retail
Parent, LLC, Fontainebleau Las Vegas Retail Mezzanine, LLC, and
Fontainebleau Las Vegas Retail, LLC on December 22, 2009, at
2:00 p.m., at 51 SW 1st Ave., Room 1021, in Miami, Florida.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Retail Debtor's bankruptcy
cases.

Attendance by the Retail Debtors' creditors at the meeting is
welcome, but not required.  The Sec. 341(a) meeting offers the
creditors a one-time opportunity to examine the Retail Debtor's
representative under oath about the Retail Debtor's financial
affairs and operations that would be of interest to the general
body of creditors.

                   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: Wants to Pay $1.09MM Incentive to 24 Employees
----------------------------------------------------------------
Fontainebleau Las Vegas Holdings LLC and its units ask the Court
for approval to make certain incentive bonus payments that will
only be payable upon the consummation of a sale of the Debtors'
assets, and from the proceeds of the sale.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod
LLP, in Miami, Florida, relates that due to the lack of long-term
postpetition financing, the Debtors have continuously reduced
their staffing level to ensure that only critical necessary
employees remained on staff.  As a result of these staffing
reductions, the Debtors' payroll has been reduced from
approximately 120 employees as of the Petition Date to 24 as of
December 4, 2009.  The most germane effect of the staffing
reductions to the sale process and DIP financing currently in
place is that every remaining employee is critically necessary
for the Debtors to accomplish a closing of the sale by the
outside date of February 9, 2010.

According to Mr. Baena, the loss of any of the Remaining
Employees has the potential to derail the Debtors' ability to
consummate the sale and fulfill their significant obligations
under the Bidding Procedures Orders and the DIP Facility.
Indeed, by the DIP Facility and the Bidding Procedures, the
Debtors have numerous obligations with respect to maintaining and
securing the Project, providing detailed, voluminous reports to
Icahn Nevada Gaming Acquisition LLC, as DIP lender, managing the
sales process, including site tours, data room activities and
other diligence requests, coordinating with the Court-appointed
Examiner, Jeffrey Truitt, and interfacing with the Debtors'
investment banker -- Moelis & Company.

In the Debtors' business judgment, it is critical to motivate and
incentivize the Remaining Employees to stay in the Debtors'
employ through the conclusion of the sale process and the
repayment of the DIP Facility and in order to do so, the Debtors'
Board of Managers has approved an incentive bonus program that is
properly designed to meet the goals.  The Asset Sale Bonus
Program provides for a payment to the Remaining Employees equal
to a certain amount that is payable only upon the closing of a
sale of the Debtors' assets, whether to Icahn pursuant to its
stalking horse bid or to another bidder pursuant to the auction
scheduled to be conducted on January 21, 2010.  The total amount
of payments to be made under the Asset Sale Bonus Program is
approximately $1.069 million.

The Debtors' concern about the need to incentivize the Remaining
Employees is not theoretical, Mr. Baena avers.  Since the
selection of Icahn as the stalking horse bidder, the Debtors'
senior management has been confronted by the Remaining Employees
about express concerns over employment options.  Indeed, at least
one senior level officer -- the one primarily charged with
heading up the Debtors' stabilization program -- has already been
offered a senior level position with another company in Las Vegas
and has informed the Debtors that he intends to accept the
position before the conclusion of the sale process.

Mr. Baena says that the Debtors seek authority to make the bonus
payments to the Remaining Employees from the proceeds generated
by the sale of the Debtors' assets as a surcharge for the
preservation and the disposition of the Project and related
assets.

Prior to the filing of the Motion, the Debtors requested that the
term lenders under their prepetition credit facility fund the
amounts requested, but they declined to do so.  In addition, the
Debtors sought dispensation from Icahn to fund the amounts
requested from the 5% overage cushion provided for under the DIP
Facility; however, that request was also denied.

A redacted list of employees and their corresponding incentive
bonus is available for free at:

         http://bankrupt.com/misc/FB_24CritEmployees.pdf

                  Examiner Supports the Motion

Jeffrey R. Truitt, the duly appointed examiner in the Debtors'
Chapter 11 cases, says he supports the Motion as he agrees that
the Debtors' employees are necessary in order to effectuate the
stabilization of the Project and to obtain the highest and best
value for the Project through the sale process.

The Examiner believes that a successful sale effort, which
includes Project stabilization, depends on the Debtors' employees'
continued provision of services and believes that the proposed
incentive bonuses will motivate the employees to remain with the
Debtors and encourage their highest and best performance.

                    U.S. Trustee Objection

Donald F. Walton, United States Trustee for Region 21, says the
Motion only speaks of one senior officer with a standing
employment offer.

The U.S. Trustee asserts that the Debtors must show that each
insider has a standing employment offer at the same or greater
rate of compensation.

Section 503(c)(1) of the Bankruptcy Code requires that the
Debtors show that the retention of each of the insider is
essential to the survival of the business.  The U.S. Trustee
asserts that the Debtors merely state that the loss of the
employees "has the potential to derail the Debtors' ability to
consummate the sale" and this is simply not enough to meet the
standard.  The Debtors must show that without these insiders the
sale process will not take place, the U.S. Trustee argues.

Moreover, the U.S. Trustee says, the Debtors must show that the
amount of the insider bonuses comply with the amount limitations
set by Section 503(c)(1)(C).  That determination cannot be made
with the information provided by the Debtors.

                   M&M Lienholders Objection

The Debtors' insistence that the payments proposed by the Motion
are "incentive" as opposed to "retention" payments does not alter
their true nature as retention payments, assert the M&M
Lienholders.  With respect to the Debtors' insiders, the payments
are not authorized pursuant to Section 503(c)(1) of the
Bankruptcy Code, and with respect to all of the Debtors'
employees, the payments are impermissible under Section 503(c)(3)
and pursuant to Section 363, they add.

Philip J. Landau, Esq., at Shraiberg, Ferrara & Landau P.A., in
Boca Raton, Florida, relates that Exhibit A to the Motion
provides that the Debtors' CRO, Howard Karawan, will be paid
$360,000; the Debtors' CFO will be paid $175,000; the Debtors'
General Counsel, Whitney Thier, Esq., will be paid $96,250; the
Debtors' Senior Vice President of Development will be paid
$150,000.  All amounts are 50% of the officer's annual salary.

Mr. Landau asserts that these employees are admittedly insiders
of the Debtors and therefore are subject to Section 503(c)(1),
which mandates that in order to provide a retention bonus to an
insider, the Debtors must establish that (i) the transfer is
essential to retention of the person because the person has a
bona fide job offer from another business at the same or greater
rate of compensation, and (ii) the person is essential to the
survival of the business.

Mr. Landau adds that the Debtors have not provided sufficient
information to establish that the proposed retention bonuses
comply with the amount limitations set by Section 503(c)(1)(C).

Moreover, the Debtors are seeking, in essence, a priming lien
because they are asking to incur a debt which is effectively
secured by a senior encumbrance on property of the estate -- the
proceeds of the Sale, Mr. Landau says.

                   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: Retail Units Want Dec. 15 Deadline for Schedules
------------------------------------------------------------------
Fontainebleau Las Vegas Retail Parent, LLC, Fontainebleau Las
Vegas Retail Mezzanine, LLC, and Fontainebleau Las Vegas Retail,
LLC -- the Retail Debtors -- ask the Court for an additional time
through December 15, 2009, to file their schedules of assets and
liabilities and statements of financial affairs.

The Retail Debtors have been working diligently to collect and
process the required information to accurately prepare the
Schedules and Statements.  However, due to other pressing matters
in the bankruptcy cases and the quantity of information to be
compiled, reviewed, and processed and the short time frame in
which the Retail Debtors have had to compile, review, and process
the information, the Debtors need more time to file their
Schedules and Statements, Scott L. Baena, Esq., at Bilzin Sumberg
Baena Price & Axelrod LLP, in Miami, Florida, tells the Court.

Mr. Baena adds that the requested extension of time is not later
than five business days prior to the 341 Meeting and will afford
interested parties ample time to review the Schedules and
Statements.

                   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: Blocked WPP-Chrysler Collaboration
----------------------------------------------
Jean Halliday and Rupal Parekh at Crain's Detroit Business report
that Ford Motor Co. forced London holding company WPP to withdraw
one of its agencies, Grey, from Chrysler Group's search for new
creative ideas for its fourth-quarter advertising.

WPP runs a shared-services mega-agency for Ford in the U.S. called
Team Detroit.  In June, Ford added WPP to a list of its preferred
global suppliers in a program that the Company began in 2005 to
cut the number of suppliers it works with worldwide by half.

According to Crain's, Advertising Age said in September that Grey
was among a group of shops Chrysler tapped as part of its fast-
moving search.

Citing people familiar with the matter, Crain's relates that among
the potential outcomes Chrysler is considering are the selection
of four separate agencies to handle fourth-quarter advertising,
one for each of its brands: Jeep, Dodge, Chrysler and a newly
formed Ram truck brand, spun off from Dodge.  According to the
report, executives said that BBDO Detroit is currently handling
creative duties for the Jeep, Dodge, and that Chrysler and is
working around the clock to defend the account.

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.


FREEDOM COMMUNICATIONS: JPMorgan Fight Bid to Appoint Examiner
--------------------------------------------------------------
Law360 reports that Freedom Communications Inc. and JPMorgan Chase
& Co. have teamed up to slam a bid by the plaintiffs in a settled
class action against Freedom's flagship newspaper to appoint an
examiner in Freedom's Chapter 11 proceedings.

As reported in yesterday's TCR, 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 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.


GENERAL MOTORS: Weil Gotshal Gets $1.5MM for October Work
---------------------------------------------------------
Motors Liquidation Company, f/k/a General Motors Corporation, and
its debtor-affiliates paid $19,545,000 in fees to bankruptcy
professionals in October 2009:

                                            Month Ended
     Retained Professional                  October 31, 2009
     ---------------------                  ----------------
     Evercore Group LLC                        $11,167,000
     AP Services, LLC                            4,116,000
     Weil Gotshal & Manges LLP                   1,564,000
     Baker & McKenzie                              963,000
     FTI Consulting                                613,000
     Jones Day                                     369,000
     Cravath, Swaine & Moore LLP                   280,000
     Kramer Levin Naftalis & Frankel LLP           260,000
     LFR, Inc.                                     121,000
     Brownfield Partners, LLC                       79,000
     The Claro Group, LLC                           13,000

                       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)


GENERAL MOTORS: CFO Young Named VP of International Operations
--------------------------------------------------------------
General Motors said Monday that Ray G. Young has been named vice
president, International Operations, reporting to Tim Lee,
president of GM International Operations, effective February 1,
2010.

In this newly created role, Young, 47, will lead the International
Operations Finance organization, in addition to other
international operating responsibilities that will be further
clarified in the near term.

"Ray has been instrumental in leading the company through an
extraordinarily complex bankruptcy and subsequent actions taken to
reshape GM's business.

Looking ahead at the needs of our business, it has become clear
that Ray's vast global experience and financial expertise will be
essential in managing the challenges and dynamics of growing our
international business," said Chairman and CEO, Edward E.
Whitacre, Jr.

In addition, Ray will continue to be the Chief Financial Officer
of General Motors until a replacement is named.

Dow Jones Newswires' Nathan Becker says the move comes after GM
earlier this month announced a string of management changes,
including the ouster of former Chief Executive Fritz Henderson,
who was replaced on an interim basis by Mr. Whitacre.  Then other
management changes fell in place, reflecting Mr. Whitacre's desire
that younger and stronger leaders take on more prominent roles at
the 101-year-old auto maker, according to Mr. Becker.

                     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 US$107.45 billion in total assets
against US$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: Terms of Prearranged Chapter 11 Plan
-------------------------------------------------------
Generation Brands Holdings, Inc., QHB Holdings LLC, and other
affiliates have filed their Chapter 11 reorganization plan with
the U.S. Bankruptcy Court for the District of Delaware.

Holders of administrative claims, other than DIP lender claims,
will be paid in full, in cash.  Holders of allowed DIP lender
claims will be paid in full, in cash.  Holders of priority tax
claims will be paid: (i) in full, in cash, in regular installments
over a period ending not later than five years after the Petition
Date; or (ii) a lesser amount in one cash payment as may be agreed
upon in writing by the Debtors and the holders.

According to the Disclosure Statement, about $125.6 million of the
existing First Lien Debt would be continued under the terms of an
amended and restated First Lien Credit Agreement by and among the
Debtors and the existing First Lien Lenders.  Existing term loans
under the First Lien Credit Agreement that aren't continued as
Cash-Pay Term Loans (approximately $105.5 million as of the date
of this Disclosure Statement) would be converted into new PIK term
loans.  First Lien Lenders would receive and assume its pro rata
portion of the Cash-Pay Term Loans and the PIK Term Loans.  If the
Restructuring is effected through the Out-of Court Transaction,
existing revolving commitments in an aggregate amount of
$20 million would be deemed reinstated as revolving commitments
under a senior secured revolving loan facility under the New First
Lien Credit Agreement.  The lenders under the debtor-in-possession
financing would become revolving lenders under the New First Lien
Credit Agreement; and o the New Credit Facilities and the New
First Lien Credit Agreement would contain the terms and conditions
set forth in the Restructuring Term Sheet.

The Disclosure Statement says that the outstanding debt under the
June 20, 2006 Second Lien Credit Agreement between the Debtors and
The Bank of New York, as administrative agent, would be fully
satisfied by the issuance of equity.  In exchange for the Second
Lien Debt, a newly-formed corporation that will directly own 100%
of QHB Holdings will issue to the Second Lien Lenders an aggregate
amount of new common stock sufficient to result in an aggregate
common equity ownership of New QHB at closing of 91.75%
(excluding, for this purpose, shares issuable upon conversion of
that certain Series A Convertible Preferred Stock, par value $0.01
per share, of New QHB, and shares issuable under a new equity
management incentive plan to be implemented by New QHB in
connection with the Restructuring).  Second Lien Lenders would be
entitled to their pro rata portion of the New Common Stock issued
in exchange for the Second Lien Debt.  Immediately after giving
effect to the Restructuring, there would be no Second Lien Debt
outstanding.

Outstanding debt under QHB Holdings' Senior Notes issued pursuant
to the June 20, 2006 note purchase agreement by and among QHB
Holdings and Apollo Investment Corporation would be fully
satisfied by the issuance of equity.  The New QHB would issue to
each holder of the Notes in exchange for its Note
Claims, its pro rata share of New Common Stock to be issued in an
amount sufficient to result in an aggregate common equity
ownership of New QHB at closing of 7.50% (excluding, for this
purpose, shares issuable upon conversion of the New Preferred
Stock and shares issuable under the Management Incentive Plan).
Immediately after giving effect to the Restructuring, there would
be no Note Claims outstanding.

Quad-C Partners VI, L.P., or its designee will purchase
$20 million of New Preferred Stock with the terms set forth in the
Restructuring Term Sheet.  The Private Placement will be on the
terms and subject to the conditions of a purchase agreement (the
Preferred Stock Purchase Agreement).  The Company believes it will
be able to satisfy all conditions.

The Court will convene a hearing on January 15, 2010, at 9:30 a.m.
to consider the adequacy of the disclosure statement and the
solicitation procedures, as well as the confirmation of the
prepackaged plan.

A copy of the Plan is available for free at:

     http://bankrupt.com/misc/QHB_HOLDINGS_chapter_11_plan.pdf

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

   http://bankrupt.com/misc/QHB_HOLDINGS_disclosure_statement.PDF
   http://bankrupt.com/misc/QHB_HOLDINGS_disclosure_statement1.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.


GENTA INC: Files Modified Redacted Copy of IDIS Supply Agreement
----------------------------------------------------------------
Genta Incorporated on March 6, 2007, entered into a Supply and
Distribution Agreement with IDIS whereby IDIS will distribute two
of the Company's oncology products, Ganite(R) (gallium nitrate
injection) and Genasense(R) (oblimersen sodium) Injection, on a
"named patient" basis.  The global agreement covers territories
outside the United States.  "Named patient" distribution refers to
the distribution or sale of a product to a specific healthcare
professional for the treatment of an individual patient.  IDIS, a
privately owned company based in the United Kingdom, will manage
the named patient programs for the Company.

The Agreement provides that the Company will supply the two
products to IDIS on a consignment basis.  The Company will be paid
after sales are made by IDIS, which payment shall be based off of
a monthly sales report received from IDIS.  The Company will
invoice IDIS based upon this monthly report which invoice shall be
calculated based upon a price minus a fee credited to IDIS.  The
agreement also provides for distribution by IDIS of a limited
amount of drug product free of charge to indigent patients.

The Company intends that a percentage of proceeds from the named
patient program will be used to support the compassionate use
program.  The Company has agreed to pay a nominal one time start-
up fee for this program to IDIS, and the Company will pay IDIS a
termination fee in the event it terminates either or both products
within the first three years. Other financial terms of the
agreement have not been disclosed.

On December 11, 2009, the Company filed a modified redacted copy
of the Agreement.  The Agreement has not been amended, but the
Company revised its redacted copy in response to comments the
Company has received from the Securities and Exchange Commission
with respect to its confidential treatment request to the SEC
covering the Agreement.

A full-text copy of the redacted agreement is available at no
charge at http://ResearchArchives.com/t/s?4bb8

                        Looming Cash Crunch

As reported by the Troubled Company Reporter on December 7, 2009,
Genta has said its recurring losses and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern.  Presently, with no further financing,
management projects that the Company will run out of funds in the
second quarter of 2010.  The Company said the terms of its April
2009 Notes enable the noteholders, at their option, to purchase up
to approximately $6 million of additional notes with similar
terms.  The Company does not have any additional financing in
place.  There can be no assurance that the Company can obtain
financing, if at all, on terms acceptable to it.

At September 30, 2009, the Company had total assets of $18,853,000
against total current liabilities of $12,013,000 and total long-
term liabilities of $3,346,000, resulting in stockholders' equity
of $3,494,000.

The Company has said it will require additional cash to maximize
its commercial opportunities and continue its clinical development
opportunities.  If the Company is unable to raise additional
funds, it could be required to reduce its spending plans, reduce
its workforce, license one or more of its products or technologies
that it would otherwise seek to commercialize itself, sell certain
assets, cease operations, or declare bankruptcy.

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated is a
biopharmaceutical company engaged in pharmaceutical (drug)
research and development, its sole reportable segment.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.


GEOKINETICS HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned Geokinetics Holdings, Inc., a
B2 Corporate Family Rating and assigned a B2 rating to its
proposed offering of $275 million of Senior Secured Notes due
2014.  The outlook is stable.  Geokinetics is a wholly owned
subsidiary of Geokinetics Inc., the parent corporation that will
guarantee the notes on a senior secured basis upon the completion
of the acquisition of the onshore seismic and multi-client seismic
library businesses of Petroleum Geo-Services ASA (PGS Onshore).

Geokinetics is acquiring PGS Onshore for approximately
$210 million, comprised of $26.1 million of common stock and
$183.9 million of cash.  The company is concurrently offering
4 million shares of common stock.  The proceeds of the stock and
notes offering will be used to fund the cash portion of the PGS
Onshore acquisition, repay existing debt and provide cash for
general corporate purposes.  Geokinetics also expects to finalize
a new $50 million senior secured revolving credit facility that
will be essentially undrawn and mature in three years.  The
ratings are subject to these transactions occurring as expected
and a review of the final documentation.

The B2 CFR reflects the substantial valuation and performance
risks of the PGS Onshore acquisition.  This acquired business
generated only $9.2 million of reported EBITDA in the first nine-
months of 2009, down substantially from 2008 levels due to the
severe downturn in demand for its North American seismic services
and multi-client seismic data library.  Moody's believe there is
significant uncertainty regarding both the amount and pace of
earnings recovery for the acquired business.  Moody's also
consider the multi-client seismic data library business to have
limited capacity to support long-term debt due to its highly
capital intensive nature.

The B2 CFR also reflects the substantial increase in debt and
leverage metrics pro forma for the acquisition and related
financings.  Moody's estimate that pro forma Debt/EBITDA is in the
3.5 to 4x range and that Debt/Book Capitalization is nearly 80%.
Among other adjustments, these metrics reflect Moody's treatment
of the company's preferred stock as 75% debt and a large debt
adjustment for operating leases at 5x rental expense, reflecting
the significant amount of leased assets the company uses in
providing its services.  Geokinetics expects to have over
$60 million of cash following the acquisition and related
financing transactions which with the undrawn revolver should
provide adequate liquidity.  The ratings also consider net debt
and related leverage metrics.

Geokinetics enhanced market position supports the B2 CFR.
Following the acquisition the company will be the second-largest
provider of seismic data acquisition services in land, transition
zone and shallow water environments based on total worldwide crew
count.  The rating also reflects management's track record in
integrating major acquisitions and the company's established
relationships with major international and national oil companies
in international markets, providing a more stable demand
environment to offset the volatility of North America.  This has
enabled the company's earnings performance to be relatively strong
in 2009 compared to many similarly rated oilfield services
companies.

The B2 ratings for the proposed senior secured notes reflects both
the overall probability of default of Geokinetics, to which
Moody's assigns a PDR of B2, and a loss given default of LGD 3
(48%).  The proposed $50 million revolving credit facility is also
senior secured, and pursuant to an intercreditor agreement will
have a priority claim to the collateral.  Therefore the senior
secured notes will effectively be second lien, but the proposed
size of the revolver relative to the notes is not large enough to
result in a notching of the notes under Moody's Loss Given Default
Methodology.

These are the initial ratings assigned to Geokinetics Holdings,
Inc.

Geokinetics Holdings, Inc., is headquartered in Houston, Texas,
and is a wholly owned subsidiary of Geokinetics Inc.  The Company
is a global provider of seismic data acquisition and seismic data
processing and interpretation services.


GEOKINETICS HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to seismic data provider Geokinetics Holdings Inc.
The rating outlook is stable.

In addition, S&P assigned a 'B' issue-level rating to Geokinetics'
proposed $275 million senior secured notes, the same as the
corporate credit rating.  S&P assigned a '4' recovery rating to
this debt, indicating expectations of an average (30%-50%)
recovery in the event of a payment default.  Geokinetics plans to
use the proceeds from the transaction for the acquisition of the
onshore business of Petroleum Geo-Services.

"The ratings on Houston-based Geokinetics reflect the company's
position as a seismic data provider in the highly cyclical and
competitive exploration and production sector, thin margins
relative to its peers, and its aggressive leverage measures," said
Standard & Poor's credit analyst Marc Bromberg.  The ratings also
take into account Geokinetics' adequate liquidity and its focus on
international seismic services (where E&P has generally been
stronger than in North America).

Geokinetics will buy PGS Onshore for $210 million and expects to
close the transaction in the first quarter of 2010.  With the
acquisition, Geokinetics will attain a more prominent position in
North America, where it currently garners less than 20% of its
revenues.  The company has made a concerted effort over the past
several years to expand internationally.  Nevertheless, the
acquisition of PGS Onshore will give them additional North
American exposure.  Indeed, in 2008, PGS Onshore generated nearly
59% of its revenues from North America and has invested heavily to
develop its multi-client library, including $130 million in 2007-
2008, which covers more than 5,500 square miles in Texas,
Oklahoma, Alaska, and Wyoming.  S&P note that Geokinetics margins,
in comparison to its peers is much lower despite its international
presence and that PGS Onshore's EBITDA margin, in the low- to
midteens through Sept. 30, 2009, has trailed that of other seismic
companies that S&P follow, as E&P investment has shifted overseas.

Additionally, Geokinetics will be aggressively levered following
the transaction.  S&P projects pro forma trailing-12-month total
adjusted debt to adjusted EBITDA at Sept. 30, 2009, near 4.0x.
Notably, S&P removes multi-client investment, which is reported in
investing activities, from EBITDA (it was minimal for the combined
company during this period).

The stable outlook is based on S&P's view that Geokinetics will be
able to meet its capital spending and interest obligations through
cash flow.  S&P would consider a ratings downgrade if S&P sees
evidence that operations will be insufficient to meet these
obligations or if leverage increases beyond 6x.  Given S&P's
expectations for the operating outlook for the company's end
market, an upgrade over the next 12 months is unlikely.


GHENT DEVELOPMENT: Files for Bankruptcy to Avert Foreclosure
------------------------------------------------------------
Josh Brow at The Virginian-Pilot reports that Ghent Development
Partners LLC filed for Chapter 11 bankruptcy in the U.S.
Bankruptcy Court for the Eastern District of Virginia to halt a
foreclosure auction for its property.

Old Point National Bank of Phoebus said the company defaulted on
its loan for its building that the company bought for $1.5 million
two years ago, Mr. Brow says.  The bank's trustee asked a federal
judge for permission to allow the foreclosure to proceed and
payments from the building's tenants to be applied to the
Company's debt, he notes.

A preliminary hearing on the foreclosure is set for Jan. 7, 2009,
Mr. Brow says.

Ghent Development Partners LLC owns Freemason building that once
housed the Norfolk Public Library.


GIGOPTIX INC: Posts $1.2 Million Net Loss in Q3 2009
----------------------------------------------------
GigOptix, Inc., reported a net loss of $1.2 million on revenue of
$3.1 million for the three months ended October 4, 2009, compared
with a net loss of $1.6 million on revenue of $2.5 million for the
three months ended September 26, 2008.

The increase in revenue is primarily the result of the Company's
merger with Lumera Corporation in December 2008, which accounted
for approximately $1.0 million of revenue increase, a large
majority of which came from an increase in government contract
revenue, which was offset by a decrease of roughly $300,000 in
various product revenues.

Gross profit for the three months ended October 4, 2009 was
$1.8 million, or 58% of revenue, a decrease of 6% as compared to a
gross profit of $1.9 million, or 78% of revenue, for the three
months ended September 26, 2008.  The lower gross profit compared
to the prior period is primarily attributable to lower utilization
of manufacturing capacity as a result of decreased revenue in the
three months ended October 4, 2009.

Operating expenses decreased $663,000, or 18.1%, to $3.0 million
for the three months ended October 4, 2009, from $3.7 million for
the same period ended September 26, 2008.  Selling, general and
administrative expense for the three months ended October 4, 2009,
was $1.7 million compared to $2.6 million for the three months
ended September 26, 2008, a decrease of 32%.

                        Nine Month Results

The Company reported a net loss of $2.8 million on total revenue
of $11.7 million for the nine months ended October 4, 2009,
compared with a net loss of $5.3 million on total revenue of
$6.4 million for the nine months ended September 26, 2008.

                          Balance Sheet

At October 4, 2009, the Company's consolidated balance sheets
showed $10.6 million in total assets, $3.9 million in total
liabilities, and $7.6 million in total stockholders' equity.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://researcharchives.com/t/s?4bc1

                       Going Concern Doubt

The Company has incurred significant losses since inception.
During the first nine months of fiscal year 2009, the Company
incurred a loss of approximately $2.8 million; cash outflows from
operations of $3.2 million and at October 4, 2009, had an
accumulated deficit of $61.8 million.  For the years ended
December 31, 2008, and 2007, the Company incurred net losses of
$7.7 million and $6.5 million, respectively, and cash outflows
from operations of $6.7 million and $4.8 million, respectively.
The Company has managed its liquidity during this time through a
series of cost reduction initiatives and borrowings under its line
of credit with Silicon Valley Bank.  In April 2009, the Company
terminated and fully repaid amounts outstanding under this line of
credit.

The Company's ability to continue as a going concern is dependent
on many events outside of its direct control, including, among
other things; obtaining additional financing either privately or
through public markets and consumers' purchasing its products in
substantially higher volumes.  The Company's significant recent
operating losses and negative cash flows, among other factors,
raise substantial doubt as to its ability to continue as a going
concern.

                       About GigOptix Inc.

Based in Palo Alto, Calif., GigOptix, Inc. (OTC BB: GGOX)--
http://www.GigOptix.com/-- is a fabless supplier of high speed
analog components which enable the continuous expansion of
bandwidth needed to support the ever increasing volume of data
being generated in long and short reach optical networks,
datacenters, consumer electronics, military and avionic
communications.  GigOptix products include the electronic engines
that drive the optically connected digital world such as polymer
electro-optic modulators, modulator drivers, laser drivers and
TIAs for telecom, datacom, and consumer optical interconnects,
covering serial and parallel communication technologies from 1Gb/s
to 120Gb/s.  Their ultra-broadband power amplifiers, high speed
limiters and phase delays address the needs of phased array radar,
power amplifier assemblies, satellite communications and test and
measurement equipment.


GOODMAN GLOBAL: Moody's Maintains 'B3' Rating on $320 Mil. Notes
----------------------------------------------------------------
Moody's has maintained the ratings on Goodman Global Group, Inc.'s
new proposed $320 million senior unsecured holdco discount note
due 2014 at B3.  Moody's also maintained the B1 Corporate Family
Rating and Probability of Default at the subsidiary Goodman
Global, Inc., contrary to the press release of December 9th when
it was stated that the PDR and CFR at the opco would be withdrawn.
The rating on Goodman Global Inc.'s senior secured term loan due
2014 was maintained at Ba3.  The ratings outlook remains negative.

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

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

These ratings/assessments have been affected:

Goodman Global Group, Inc.

* $320 senior discount notes due 2014, unchanged at B3 (LGD6,
  92%);

* Corporate Family Rating, withdrawn;

* Probability of Default Rating, withdrawn.

Goodman Global, Inc.

* Corporate Family Rating, unchanged at B1;

* Probability of Default Rating, unchanged B1;

* $772 million (originally $800 million) senior secured term loan
  due 2014, unchanged at Ba3 (LGD3, 38%).

The last rating action on Goodman Global Group, Inc., was on
December 9, 2009 when the company's new $320 million sr unsecured
holdco notes were rated B3.

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


HAWAII BIOTECH: Files Chapter 11 in Honolulu, Hawaii
----------------------------------------------------
Aiea, Hawaii-based Hawaii Biotech Inc., filed a Chapter 11
petition on Dec. 11 in Honolulu (Bankr. D. Hawaii Case No.
09-02908).  According to Bill Rochelle at Bloomberg News, Hawaii
Biotech is in the process of developing vaccines for West Nile and
Dengue viruses.  The Company says it will use Chapter 11 to obtain
financing so it can continue Phase I clinical trials.  The
petition says assets and debt are both less than $10 million.  The
assets are intellectual property and proprietary information.
Jerrold K. Guben, Esq., at O'Connor Playdon & Guben, represents
the Debtor in its restructuring effort.


HELIX WIND: Posts $8.84 Million Net Loss in Q3 2009
---------------------------------------------------
Helix Wind Corp. reported a net loss of $8,840,693 on revenues of
$449,573 for the three months ended September 30, 2009, compared
with a net loss of $639,596 on revenues of $1,500 for the same
period a year ago.

The increase in revenues is primarily as a result of shipping 13
S322 models and 25 S594 models to customers in the third quarter
of 2009.  The Company was in its development stage and did not
generate any revenues from product sales for the three months
ended September 30, 2008, but did record $1,500 from a feasibility
study for the third quarter of 2008.

The increase in net loss for the current quarter is primarily as a
result of interest expense of $9,213,042 recorded for the fair
value of the convertible notes and the recording of share based
compensation of $3,044,000, offset by the decrease to the change
in the fair value of the derivative liability of $5,116,562, all
non-cash charges.  The remaining amount of net loss relates to
various operational, general and administrative and other expenses
for growing existing business.

                       Nine Months Results

The Company reported a net loss of $60,431,221 on revenues of
$991,941 for the nine months ended September 30, 2009, compared
with a net loss of $1,323,067 on revenues of $4,500 for the
comparable period of 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $1,013,320 in total assets and $44,948,559 in total
liabilities, resulting in a $43,935,239 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $502,105 in total current
assets available to pay $44,948,559 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?4bbe

                       Going Concern Doubt

The Company has an accumulated deficit of $63,242,209 at
September 30, 2009, recurring losses from operations and negative
cash flow from operating activities from inception to
September 30, 2009.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.

                         About Helix Wind

Based in San Diego, Calif., Helix Wind Corporation (OTC BB: HLXW)
-- http://helixwind.com/-- is a small winds solution company
focused on the renewable alternative energy market.  The Company
is engaged in the design, manufacturing and sale of small wind
vertical axis turbine designed to generate 300W, 1kW, 2.0kW,
4.0kW, and 50kW of clean, renewable electricity.


HELIX WIND: Inks Settlement Agreement with Kenneth Morgan
---------------------------------------------------------
In a regulatory filing Monday, Helix Wind Corp. discloses that
effective December 11, 2009, the Company entered into a Settlement
Agreement and Mutual Release with Kenneth Morgan relating to the
previously announced complaint filed by Kenneth Morgan against the
Company, Ian Gardner and Scott Weinbrandt, and the cross-compliant
filed by the Company against Kenneth Morgan.  The Settlement
Agreement provides that in order for the settlement of the
litigation to become effective the Company must pay Kenneth Morgan
the amount of $150,000 within 7 days after completing a capital
raise of at least $2,000,000, or by January 15, 2010.

A copy of the Settlement Agreement and Mutual Release dated
December 11, 2009, is available at no charge at:

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

Also, effective December 11, 2009, three shareholders of the
Company entered into shareholder lock-up agreements, one of which
is an entity owned by the Company's Chief Executive Officer and a
director, Ian Gardner.  The other two shareholders subject to the
lock-up agreements are the Kabir M. Kadre Trust and Kenneth
Morgan.  The lock up agreements generally prohibit the
shareholders from directly or indirectly offering to sell,
granting an option for the purchase or sale of, transfer,
assignment or other disposition of the common shares of Company
stock they control.  However, the provisions in the Kadre Lock-Up
Agreement and Morgan Lock-Up Agreement allow for the sale of an
aggregate 105,000 shares per each 90-day period during the period
commencing February 11, 2010, and ending February 10, 2011, and
120,000 shares per each 90-day period commencing February 11,
2011, and ending February 10, 2012.  The Gardner Lock-Up Agreement
commences August 10, 2010, due to a previous 18 month lock up
agreement executed in February 2009.  The Gardner Lock-Up
Agreement allows for the sale of an aggregate of 105,000 shares
per each 90-day period during the period commencing August 11,
2010, and ending February 10, 2011, and 120,000 shares per each
90-day period commencing February 11, 2011, and ending
February 10, 2012.

Each lock-up agreement is subject to several conditions in order
for them to become effective, including (i) the closing of a
capital raise in the minimum amount of $5,000,000 on or before
February 10, 2010, (ii) in the case of the Morgan Lock-Up
Agreement, the execution of the Gardner Lock-Up Agreement; (iii)
in the case of the Gardner Lock-Up Agreement, the execution of the
Morgan Lock-Up Agreement; and (iv) in the case of the Kadre Lock-
Up Agreement, the execution of the Morgan Lock-Up Agreement and
Gardner Lock-Up Agreement.  Additionally, the Morgan Lock-Up
Agreement is subject to the Company's obligation to pay Kenneth
Morgan the amount of $150,000 within 7 days after completing a
capital raise of at least $2,000,000, or by January 15, 2010, as
described in the Settlement Agreement referenced above.

Each lock-up agreement provides that it shall terminate and have
no further force and effect on the earlier of: (i) the termination
of the other lock-up agreements as described above, (ii) the date
that any "person" acquires beneficial ownership of voting
securities of the Company, of securities representing more than
fifty percent (50%) of the combined voting power of the Company's
then outstanding securities; (iii) the consummation of a
reorganization, merger or consolidation or sale or other
disposition of substantially all of the assets of the Company
unless, in each case, the beneficial owners of outstanding voting
securities of the Company immediately prior to transaction
continue to beneficially own, directly or indirectly, more than
fifty percent (50%) of the combined voting power of the then
outstanding voting securities of the Company; (iv) approval by the
stockholders of the Company of a complete liquidation or
dissolution of the Company; or (v) February 11, 2012.

A copy of the Form of the December 2009 Lock-Up Agreement is
available at http://researcharchives.com/t/s?4bc0

                         About Helix Wind

Based in San Diego, Calif., Helix Wind Corporation (OTC BB: HLXW)
-- http://helixwind.com/-- is a small winds solution company
focused on the renewable alternative energy market.  The Company
is engaged in the design, manufacturing and sale of small wind
vertical axis turbine designed to generate 300W, 1kW, 2.0kW,
4.0kW, and 50kW of clean, renewable electricity.

At September 30, 2009, the Company's consolidated balance sheets
showed $1,013,320 in total assets and $44,948,559 in total
liabilities, resulting in a $43,935,239 shareholders' deficit.

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

                       Going Concern Doubt

The Company has an accumulated deficit of $63,242,209 at
September 30, 2009, recurring losses from operations and negative
cash flow from operating activities from inception to
September 30, 2009.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


HELLER EHRMAN: Creditors Reach $1.6M Deal in Chapter 11
-------------------------------------------------------
Law360 reports that the official committee of unsecured creditors
in Heller Ehrman LLP's bankruptcy has reached a settlement of
about $1.6 million with 62 former shareholders of the defunct law
firm.

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed assets and debts between $50 million
and $100 million each in its bankruptcy petition.  According to
reports, the firm still has roughly $63 million in assets and 54
employees at the time of its filing.


HENRY MILLER: Fights to Convert Liquidation Case to Chapter 11
--------------------------------------------------------------
Henry S. Miller Commercial LLC, part of the Henry S. Miller Cos.
family of real estate brokerage companies in Texas, agreed to put
itself into Chapter 11.

Bill Hethcock, staff writer at Dallas Business Journal, reports
that a creditors' representative said its clients will fight the
Company's efforts to convert the case to Chapter 11, saying
creditors have more protection under Chapter 7, Mr. Hethcock says.

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Tex. Case No. 09-34422) against Henry S. Miller Commercial,
LLC, on July 7, 2009, and the alleged debtor moved to dismiss the
involuntary petition.  The Troubled Company Reporter reported
about the involuntary filing on July 8, 2009.

According to Bill Rochelle at Bloomberg, the involuntary petition
was filed by a real estate owner who obtained an $8.9 million
judgment against Miller Commercial in December 2008 related to an
aborted transaction.  The insurance company denied coverage.
Miller contends it was a victim of fraud perpetrated by the
erstwhile purchaser who falsely claimed to be the beneficiary of a
$300 million trust fund.

The Dallas-based Henry S. Miller companies say they are the
largest independent real estate services firm in Texas.


HEXION SPECIALTY: Lenders Pledge $147 Million in New Loans
----------------------------------------------------------
Hexion Specialty Chemicals, Inc., on December 10, 2009, obtained
roughly $147 million of commitments from revolving facility
lenders for new revolving loans under Hexion's senior secured
credit facility which will take effect upon the expiration of the
existing revolving facility commitments.  The commitments for the
new revolving loans are subject to customary conditions.

The new loan commitments will become effective upon the May 31,
2011 maturity of the existing revolving credit facility and will
mature 91 days prior to the maturity date of the term loans under
the senior secured credit facility, which is May 5, 2013.

Committing lenders are being offered a 2.00% upfront fee as well
as a 2.00% ticking fee on their commitments.  The new revolving
loans, which cannot be drawn until the existing revolving credit
facility matures, will bear interest at a rate of LIBOR plus
4.50%.

Hexion intends to pursue additional commitments for the new
revolving loans.  The terms and conditions of Hexion's existing
revolving credit facility will remain in full force and effect and
have not been altered by these new commitments, including but not
limited to the interest rate.

                 About Hexion Specialty Chemicals

Based in Columbus, Ohio, Hexion Specialty Chemicals --
http://www.hexion.com/-- serves the global wood and industrial
markets through a broad range of thermoset technologies, specialty
products and technical support for customers in a diverse range of
applications and industries.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management, L.P.

At September 30, 2009, the Company had total assets of
$3.020 billion against total liabilities of $5.080 billion.  At
September 30, 2009, the Company had accumulated deficit of
$2.344 billion, shareholder's deficit attributable to Hexion
Specialty of $2.075 billion, noncontrolling interest of
$15 million, and total deficit of $2.060 billion.


INTERNATIONAL CONSOLIDATED: Earns $340,000 in Q3 2009
-----------------------------------------------------
International Consolidated Companies, Inc., reported net income of
$339,324 on revenue of $5,462,743 for the three months ended
September 30, 2009, compared with a net loss of $419,176 on $-0-
revenue for the corresponding period last year.

The Company attributes the increase in revenues and net income
primarily to acquiring 121 Direct Response.

For the nine months ended September 30, 2009, the Company reported
a net loss of $1,378,871 on revenue of $10,729,575, compared with
a net loss of $3,661,939 on $-0- revenue for the same period last
year.

At September 30, 2009, the Company's consolidated balance sheets
showed $5,765,492 in total assets, $2,877,748 in total
liabilities, and $2,887,744 in total shareholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $970,068 in total current
assets available to pay $2,719,238 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?4bbd

                       Going Concern Doubt

The Company reported a profit for the current three-month period.
However, the Company incurred a loss for the nine month period
ended September 30, 2009, and has had recurring losses for years
including and prior to December 31, 2008, and has a retained
deficit account of $9,280,280.  There is no guarantee whether the
Company will be able to generate enough revenue and/or raise
capital to support those operations.  This raises substantial
doubt about the Company's ability to continue as a going concern.

                 About International Consolidated

Based in Sarasota, Fla., International Consolidated Companies, Inc
currently operates two wholly owned subsidiaries under the trade
name "121 Direct Response".  121 DR is engaged in Business Process
Outsourcing (BPO) to Fortune 500 Companies, regional and national
charities, Non-Profit Organizations and direct-to-consumer
marketers. 1 21 DR has contact centers in four locations in the
United States, plus partnership agreements with a Spanish based
contact center group with facilities in Guatemala, El Salvador,
Costa Rica and Peru.  The Company provides outbound and inbound
contact center services and BPO services including mailings,
market research and direct response services.

On February 13, 2009, the Company purchased all of the shares of
Telestar Acquisition Corporation, a Pennsylvania Corporation and
Tele-Response Center, Inc., a Tennessee Corporation (collectively
hereinafter "121DR").  Consideration was 20,000,000 shares of the
Company's common stock valued by agreement between the parties at
$.075 per share.  Additionally, the Company has exchanged
$1.15 million of debt of 121DR for 2,500 shares of the Company's
newly designated Series B Preferred Shares.


IRWIN BARKAN: Court Declares Mistrial in Dunkin' Lawsuit
--------------------------------------------------------
Paul Grimaldi at The Providence Journal reports that Senior U.S.
District Judge Ronald R. Lagueux, at the behest of lawyers for a
Vermont businessman, declared a mistrial in the businessman's
lawsuit against the Dunkin' Donuts coffee shop chain, after jurors
admitted discussing their views of the trial among themselves.
The report says that the two parties had been for months over
franchise fees, loan payments and rent bills.

Judge Laqueux, according to The Providence, said that he would
reschedule the trial in January.

Irwin Barkan bought the rights to run Dunkin' Donut's coffee shops
in downtown Providence.  The Providence relates that Dunkin'
wanted almost $2 million from Mr. Barkan and tried to revoke his
operating permits.  The complaint was first filed in the U.S.
District Court for a time before making a stop in U.S. Bankruptcy
Court, where three Rhode Islanders ended up with Mr. Barkan's
stores after a contentious process that saw one sale nullified by
a judge amid allegations of bid rigging.

According to The Providence, Mr. Barkan's lawyers got wind that
the jurors had talked about the case and that at least one had
read a newspaper article about the first day's proceedings.

Mr. Barkan took five years of legal wrangling with franchisor
Dunkin', accumulating nearly $2 million in legal fees, and placing
six franchised shops into bankruptcy after desperate attempts to
sell them.  In September 2009, Judge Lagueux issued an order
denying Dunkin' Donut's motion for summary judgment based on the
magistrate judge's May 26 report and recommendation.  The
Providence states that Judge Lageuex ruled that Mr. Barkan's
company D&D Barkan and his five separate entities would have a
jury trial date set after pre-trial memorandums were submitted
within the 30-day deadline from the date of his order.


JOHN D OIL: Posts $271,000 Net Loss in Third Quarter
----------------------------------------------------
John D. Oil and Gas Company reported a net loss attributable to
John D. interests of $271,456 for the three months ended
September 30, 2009, compared with net income of $218,477 for the
same period ended last year.

The decrease in net income for the three months ended is primarily
due to the drop in the natural gas market affecting the Company's
revenues.

Total revenues from operations and interest income decreased 34.8%
to $839,587 for the three months ended Sept. 30, 2009, compared
with $1.3 million for the same period in 2008.  The revenue
decrease is due to significantly lower prices for production in
2009.

For the nine months ended September 30, 2009, the Company reported
a net loss attributable to John D. interests of $650,578, compared
with net income of $24,910 for the same period of 2008.

Total revenues from operations and interest income decreased 4.8%
to $3.2 million for the nine months ended Sept. 30, 2009, compared
with $3.4 million for the same period in 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $12.3 million in total assets, $12.0 million in total
liabilities, and $329,303 in total shareholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $522,443 in total current
assets available to pay $11.3 million in total current
liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4ba5

                       Going Concern Doubt

At September 30, 2009, the Company's outstanding debt was
approximately $10.7 million, including a $9.5 million line of
credit with RBS Citizens, N.A., d/b/a Charter One that matured on
August 1, 2009.  Charter One received a judgment in its favor
against the Company and others related to the $9.5 million line of
credit.  Also, First Merit Bank, N.A., the holder of the
$1.2 million mortgage on the Painesville self-storage facility
gave formal notice of certain defaults on August 24, 2009.  The
mortgage became accelerated and fully due and payable.  LSS I
Limited Partnership, the owner of the Painesville self-storage
facility, of which the Company has a 29.9% minority interest, does
not have the available cash to repay the mortgage.

This line of credit is guaranteed by Richard M. Osborne, the
Company's Chairman of the Board and Chief Executive Officer.  As
of November 1, 2009, the Company was current with its interest
payments on the line of credit.  During July and August of 2009,
the Company had been in discussions with Charter One to extend the
line of credit prior to its August 1, 2009 maturity date.
Pursuant to a written letter dated July 23, 2009, Charter One had
been willing to give the Company a ninety day extension if the
Company agreed to certain conditions, including the payment of an
extension fee and an increase of the current interest rate by 200
basis points.  The Company had not agreed to these conditions but
discussions with Charter One regarding an extension of the
maturity of the line of credit continued.

The Company is still in discussions with Charter One and First
Merit.  The Company does not have the available cash to repay the
line of credit and LSS I does not have the available cash to repay
the mortgage.  If the defaults with respect to the First Merit
mortgage are not cured, the Company could lose its investment in
LSS I, including the Painesville property.  If the Company is
unsuccessful in refinancing the line of credit or if the Company
is unsuccessful in obtaining substitute financing, there is
substantial doubt about the Company's ability to continue as a
going concern.

                        About John D. Oil

Based in Mentor, Ohio, John D. Oil and Gas Company (OTC: JDOG)  --
http://www.johndoilandgas.com/-- formerly Liberty Self-Stor,
Inc., is in the business of acquiring, exploring, developing, and
producing oil and natural gas in Northeast Ohio.  The Company
currently has 54 producing wells.  Of lesser significance, the
Company still retains one self storage facility located in
Painesville, Ohio from the partnership with Liberty Self-Stor,
Ltd., an Ohio limited liability company with LSS I Limited
Parntership being the sole member of the Ohio LLC.  Due to the
losses incurred by the self-storage facilities, current and
previously owned, the initial investment by the minority interest
was reduced to a receivable and previously written off.


KIDS CONNECTIONS: Inability to Form Plan Cues Chapter 7 Case
------------------------------------------------------------
A federal judge converted the Chapter 11 reorganization case of
Kids Connection Inc. to Chapter 7 liquidation proceeding at the
behest of the U.S. trustee, citing the Debtor's failure to (i)
submit a plan of reorganization; and (ii) file monthly operating
reports or pay the trustee at least $9,750 in quarterly fees,
according to Aaron Kinney at San Mateo County Times.

The Chapter 7 conversion came after a bankruptcy court denied the
Burlingame Capital Partners' request to hold the company's founder
Linda Koelling in contempt over salary dispute involving teachers
at the company, San Mateo County Times reported.  Burlingame
Capital acquired the company for $6 million in July 2009.

Headquartered in Foster City, California, Kids Connection Inc. --
http://www.kidsconnection.info/-- is an on-site school care.  The
Company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
N.D. Calif. Case No. 08-30026).  William J. Healy, Esq., at
Campeau, Goodsell and Smith, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed assets and debts between $1 million and
$100 million.


KENTUCKY DATA: Moody's Affirms Corporate Family Rating at 'B1'
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
for Kentucky Data Link, Inc., and revised the rating outlook to
stable from positive.  The revision of the rating outlook reflects
Moody's view that the near-term likelihood of an upgrade has
diminished, as Moody's believe revenue growth will moderate from
the upper single digit range as growth in end markets continue to
be impacted by weak economic conditions, and the company works to
replace a large volume of circuits that have terminated.  The
outlook revision also incorporates the execution risk with KDL's
strategy to diversify its customer base, lower-than-expected
EBITDA growth, and a modest deterioration in the company's
liquidity profile.  Moody's expect KDL to remain reliant on
revolving credit ($36 million drawn on its $49 million revolving
credit facility at September 30, 2009).

Kentucky Data Link, Inc.

  -- Outlook, Changed To Stable From Positive

  -- Corporate family rating - Affirmed B1

  -- Probability of default rating - Affirmed B2

  -- US$49M Senior Secured Bank Credit Facility Due 2012, Affirmed
     B1 LGD3 (34%)

  -- US$240M Senior Secured Bank Credit Facility Due 2014,
     Affirmed B1 LGD3 (34%)

The stable rating outlook reflects Moody's expectation for
leverage near 3 times and free cash flow-to-debt in the low single
digits as Moody's expects the company to maintain capital spending
to attract new business over the near term.  Moody's expect KDL to
apply the modest free cash flow towards debt reduction.

The B1 corporate family rating reflects KDL's small size, modest
historical free cash flow, moderate leverage, and greater
likelihood of increased competition as the company grows.  The
ratings are supported by KDL's track record of profitability,
which is largely attributed to the company's strong position as
the only alternative to the incumbent ILEC in the 2nd and 3rd tier
markets in the Midwest and Southeast US.

Moody's most recent rating action on KDL was on May 14, 2008, at
which time Moody's affirmed the B1 corporate family rating and
revised the outlook to positive.

Kentucky Data Link, Inc., a wholly owned subsidiary of Q-Comm
Corporation, is headquartered in Evansville, IN, and provides
wholesale long-haul transport telecommunications services in the
Midwest and Southeast US.


KOBRA PROPERTIES: Closed Two Jack in the Box Restaurants
--------------------------------------------------------
Howard Yune at Appeal-Democrat reports that Kobra Properties
closed two Jack in the Box fast-food restaurants in Yuba City.
According to Appeal-Democrat, Jack in the Box Inc. spokesperson
Brian Luscomb called the Yuba City shutdowns temporary and said
that the restaurant chain was in talks with Kobra to discuss the
future of the branches it controls.  Citing Mr. Luscomb, Appeal-
Democrat relates that Kobra must first resolve a state claim for
unpaid sales taxes the state Board of Equalization places at about
$1.5 million.

Headquartered in Roseville, California, Kobra Properties and its
affiliates construct, own, and operate eighty-eight diverse
commercial properties located primarily in California's Central
Valley.  Some of the affiliates operate enterprises, including
franchised restaurants (e.g., Jack in the Box, T.G.I. Friday's,
Qdoba), that are tenants of the debtors.

Kobra filed for Chapter 11 protection on Nov. 25, 2008 (Bankr.
E.D. Calif. Case No. 08-37271).  Leonard M. Shulman, Esq., at
Shulman Hodges & Bastian LLP, represents the Debtors.  Donald W.
Fitzgerald, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, in Sacramento, represents the Chapter 11 Trustee.

The Debtors' schedules show liabilities of $418 million and
$665 million in assets, which the Chapter 11 trustee estimates
worth $375 million to $400 million.  The largest creditor is Wells
Fargo Bank, which claims $154 million in its own right and
$71 million as administrative agent and sole lead arranger of a
loan syndicate.


LEHMAN BROTHERS: Gets Nod for Process to Unwind Receivables
-----------------------------------------------------------
James Giddens, trustee for the liquidation of Lehman Brothers
Inc., obtained court approval to implement a process to unwind,
close-out and reduce to cash receivables owed by financial
institutions and other parties under their foreign exchange
derivatives contracts and various other contracts.

Mr. Giddens estimates that there are about 1,700 counterparties
that are indebted to LBI's estate, of which about 120 owe a sum
of $3 million dollars or more.  The receivables due from this
smaller group account for more than 90% of the total receivables
outstanding.

Mr. Giddens proposes these procedures:

  (1) With respect to any receivable, the trustee is authorized
      and has the full power and authority to resolve, fix and
      reduce to cash amounts owed by a counterparty to LBI's
      estate, and such "payment amount" may incorporate setoffs
      solely to the extent that the setoff is permitted by
      applicable law.

      With respect to payment amounts below $3 million, the
      trustee may resolve and reduce to cash the receivables
      without further court order.  The trustee's interim
      reports to the Court will include information regarding
      those receivables collected by LBI's estate in the period
      covered by that report.

  (2) With respect to payment amounts of $3 million and above,
      the trustee will prepare a stipulation and order and seek
      court approval by notice of presentment.

  (3) The stipulation may address and permit the collateral,
      margin, securities or other property held by the
      counterparties or by LBI's estate to be liquidated,
      returned or setoff with respect to any receivable.

  (4) In connection with any stipulation, the trustee is
      authorized but not required to provide a release to the
      counterparties to the extent that the trustee determines
      that a release is appropriate.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Gets Nod for Rights to Collect on Employee Loans
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. sought and obtained court approval
of a stipulation it reached with Lehman Brothers Inc.'s trustee.

The stipulation was reached to authorize the transfer to LBHI of
LBI's rights to collect from its employees payment due under the
promissory notes held by LBI.  The notes evidence certain loans
that were made to some employees of LBHI and LBI.  The loans
total $51,037,158.  Court documents revealed that LBHI issued
loans totaling $79,950,592 to employees in the past 13 years.
According to the Wall Street Journal, citing a spokesman for the
LBI trustee, the loans included "bonuses and advances" to
employees of both Lehman's brokerage and holding company.  It's
standard practice for brokerages to pay their brokers draws
against commissions, the Journal said, citing the spokesman.

A full-text copy of the stipulation is available without charge
at http://researcharchives.com/t/s?4b35

LBHI and LBI also obtained court approval of a similar
stipulation that was filed in LBI's liquidation proceeding under
the Securities Investor Protection Act.

                       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 Wants Removal Period Until June 11
---------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., asks the U.S.
Bankruptcy Court for the Southern District of New York to give
him until June 11, 2010, to file notices of removal of civil
cases involving the company.

The current deadline is set to expire on December 13, 2009.

Jeffrey Margolin, Esq., at Hughes Hubbard & Reed LLP, in New
York, says analysis of the cases involving LBI requires review of
the facts and the procedural posture of each case, and involves
coordination with the separate counsel who represented LBI in
connection with those cases.

Without an extension of the deadline, Mr. Margolin says, the
trustee risks "making premature removal decisions or waiving
these rights before he has had an opportunity to complete an
evaluation of these issues."

The Court will hold a hearing on December 16, 2009, to consider
approval of the proposed extension.  Deadline for filing
objections is December 11, 2009.

                         *     *     *

The Court issued a bridge order to extend the deadline until the
time it enters a ruling on Mr. Giddens' request.

                     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 Wants to Transfer Customer Account
---------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., asked Judge
James Peck of the U.S. Bankruptcy Court for the Southern District
of New York to approve a transfer of customer accounts to allow
former customers to access assets held in the company's accounts.

Subject to the proposed transfer are Private Investment
Management's customer accounts which would be moved to Barclays
Capital Inc.; Private Asset Management's customer accounts to
Ridge Clearing and Outsourcing Inc.; and prime brokerage customer
accounts to brokers designated by the benefited holders of those
accounts.  The transfer involves approximately $92 billion in
assets for the benefit of over 110,000 former LBI customers.

The proposed account transfer was specifically authorized by a
September 19, 2008 ruling issued by Judge Gerald Lynch of the
U.S. District Court for the Southern District of New York, who
also ordered the liquidation of LBI.

As part of the transfer, Mr. Giddens sought confirmation that the
delivery of cash and available securities from LBI's various
custodial banks, the purchase of missing securities and the
provision of cash in their place were and are authorized by the
September 19 order.

The trustee also asked Judge Peck to approve a settlement
agreement with Barclays to finalize the transfers of Private
Investment-related assets to the U.K. bank, a copy of which is
available without charge at http://researcharchives.com/t/s?4b33

In connection with the transfer, Mr. Giddens also filed a motion
seeking authorization to file under seal a set of documents
containing sensitive information.  The motion was approved by the
Court on November 23, 2009.

The Court will hold a hearing on December 10, 2009, to consider
approval of the proposed transfer.  Deadline for filing
objections is December 7, 2009.

               SIPC, FRB Back Proposed Transfer

In statements filed in Court, the Securities Investor Protection
Corporation and the Federal Reserve Bank of New York expressed
support for the approval of the proposed transfer.  Both believe
that the transfer, if approved, would "mark the achievement of
the principal purpose of the LBI liquidation."

Mr. Giddens' request, however, drew flak from Westernbank Puerto
Rico, which complained that it "would result in new transfers and
ratification of prior transfers to former LBI customers of
billions of dollars of LBI estate property" pursuant to the same
agreement and orders authorizing the sale of Lehman Brothers
Holdings Inc.'s North American business to Barclays.

LBHI, the trustee and the Official Committee of Unsecured
Creditors earlier questioned the sale of the business to the U.K.
bank, alleging that the deal that closed differed materially from
the one that was approved by the Court.  They complained that the
sale that closed was actually structured to give Barclays
"immediate and enormous windfall profit," which was never
disclosed to the Court or to the boards of LBHI and LBI.

Westernbank Puerto Rico, which holds customer claims against LBI
in the sum of $140 million, also said the settlement agreement
ensures that favored LBI customers whose PIM accounts are set to
be transferred to Barclays, would obtain full recovery while
disfavored customers like the Puerto Rican bank would bear the
risk of "a substantial shortfall in customer property."

"The Court should not approve any further transfers of estate
property to Barclays or any other customer claimant that could
prejudice customers whose accounts were not transferred,"
Westernbank Puerto Rico said in court papers.

Westernbank Puerto Rico's objection elicited support from other
creditors including Hipotecas de America SA, Hudson City Savings
Bank and a group of funds led by Newport Global Opportunities
Fund LP.  They likewise argued that the proposed transfer would
prejudice other creditors whose claims were denied or are
entitled to be satisfied on a priority basis from LBI.

                       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: Deutsche Has Deal to Foreclose on BNC Property
---------------------------------------------------------------
Debtor BNC Mortgage LLC and Deutsche Bank National Trust Company
inked a stipulation permitting the bank to foreclose a property
in which BNC allegedly holds interest.

Both BNC and Deutsche Bank hold a mortgage on the property
located at 570 A Macon Street, in Brooklyn, New York.

The mortgage held by Deutsche Bank was executed by a certain
Nneka Amobi-Onyiuke in 2005.  It was given to Option One Mortgage
Corporation and was later assigned to the bank as trustee.

Meanwhile, the mortgage held by BNC was executed by a certain
Patrick Martinez in favor of Mortgage Electronic Registration
Systems Inc., which served as BNC's nominee.  It was eventually
transferred to Lehman Brothers Holdings Inc., which sold the
mortgage to a securitization trust.

The stipulation, which was already approved by the Court, was
inked by the companies to resolve the motion Deutsche Bank filed
on September 21, 2009, to seek foreclosure of the property.  The
stipulation prohibits any act to collect, assess or recover any
other claim from BNC's estate and assets that arose prior to its
bankruptcy filing.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Court OKs Stipulation With BNY on Turnover
-----------------------------------------------------------
Prior to the Petition Date, Lehman Brothers Holdings Inc. and The
Bank of New York Mellon entered into a collateral deposit
agreement, dated September 11, 2008, pursuant to which LBHI
deposited $170,000,000 with BNYM to collateralize certain
obligations related to paying agency and other clearing services
provided by BNYM.  The Deposit was funded entirely by LBHI and
has not been called upon or applied to satisfy any obligations by
BNYM.

LBHI, Lehman Brothers Special Financing Inc., and BNYM agree that
(i) between September 11, 2008 and August 31, 2009, interest has
accrued on the Deposit in the amount of $1,756,492, and (ii) BNYM
is entitled to deduct reasonable fees in the amount of $306,641
from the Deposit pursuant to the terms of the Collateral Deposit
Agreement.

On April 16, 2009 and April 20, 2009, BNYM erroneously wired
three payments totaling $71,305,890 to LBSF at JP Morgan Chase
account 066-143543.  BNYM informed the Debtors that the Transfers
were made in error and has requested a return of the Misdirected
Funds.

Following receipt from BNYM of information concerning the
Transfers, the Deposit, and the Bank Fees, and having conducted
an internal review and investigation, the Debtors have determined
that the Bank Fees are reasonable and appropriate and that the
Misdirected Funds should be returned to BNYM.

Accordingly, the Parties, in stipulation approved by the
Bankruptcy Court, agree that (i) LBHI is entitled to receive from
BNYM $171,449,110 plus additional accrued interest from
September 1, 2009, through the date of payment pursuant to the
terms of this Stipulation and Agreed Order, and (ii) BNYM is
entitled to return of the Misdirected Funds without interest.

The parties also agree that automatic stay is modified solely for
the limited purpose of allowing BNYM to set off the Bank Fees
against the Deposit.

BNYM will transfer the Deposit Funds to the Debtors' bank account
maintained by Citibank.  LBSF will transfer the Misdirected Funds
to an account owned by BNYM.

Upon receipt of the Deposit Funds by LBHI and the Misdirected
Funds by BNYM, the parties agree to release and discharge all
claims against each other solely with respect to the Collateral
Deposit Agreement, the Deposit Funds, the Misdirected Funds, and
the Transfers, including, without limitation, any claim for
interest, costs, or expenses.

Each Party agrees to pay its own costs and expenses, including
legal fees, incurred in connection with the negotiation,
execution, and delivery of this Stipulation and Agreed Order and
the consummation of the transactions.

                       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: U.S. Trustee Against Bonuses for Derivatives
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Trustee is
opposing a proposal by Lehman Brothers Holdings Inc. to establish
a bonus pool for employees working to close out 10,000 derivatives
contracts.  The U.S. Trustee, a branch of the U.S. Justice
Department, contends the workers would be given bonuses simply for
doing their jobs.  She also says that Congress prohibited
retention bonuses for executives.

The Incentive Program offers a performance based incentive pool
of up to $50 million, which aims to reward employees for their
services in connection with the recovery or preservation of the
derivatives assets as well as mitigation of derivatives claims
against the Debtors.

The Debtors have about 230 full-time employees or 50% of their
total workforce that are solely engaged in the wind down of their
derivatives portfolio.

As of September 15, 2008, the Lehman companies have more than
10,000 derivative contracts, of which only 17% are considered to
be "final settled."  The rest of the contracts have not yet been
reconciled or the valuation has not yet been completed.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says monetizing the value of the contracts and reviewing claims
will require "substantial efforts" of the employees until next
year.

                       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: State Street Disputes Rejection of $80-Mil. Claim
------------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that State Street Corp. is
disputing the rejection of an $80 million claim by James Giddens,
trustee for Lehman Brothers Inc.  Mr. Giddens is objecting to the
claim, citing that there was no cash or securities in State
Street's brokerage account after Lehman and its affiliates filed
for bankruptcy in September 2008.

According to the report, State Street, acting as trustee for the
World Index Plus Edge Common Trust Fund, said Mr. Giddens'
determination "should be overruled and the claim should be
granted" because State Street fits the definition of a brokerage
customer and has a right to its property.

Mr. Giddens has transferred $92 billion in assets from the
bankrupt brokerage to solvent companies.  About $18 billion
remains in the brokerage estate for accounts that haven't been
transferred, according to a November report by Mr. Giddens that
was filed in court.

                       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)


LUNA INNOVATIONS: Hansen Medical Settles Litigation Against Firm
----------------------------------------------------------------
Hansen Medical, Inc., has entered into a Confidential Settlement
Agreement with Luna Innovations Incorporated and its wholly-owned
subsidiary, Luna Technologies, Inc.  The settlement agreement is
designed to resolve all pending claims between the parties
stemming from Hansen Medical's suit against Luna in California
Superior Court, as well as litigation between the parties stemming
from Luna's bankruptcy filing in the Western District of Virginia.
The settlement agreement contemplates that, subject to certain
conditions including Luna's emergence from bankruptcy, Hansen
Medical, Luna and Intuitive Surgical, Inc.  shall enter into
agreements including:

   --  Luna to issue to Hansen Medical a $5,000,000 Secured
       Promissory Note secured by a Security Agreement and
       Patent and Trademark Security Agreement;

   --  Luna to issue to Hansen Medical shares of Common Stock
       equal to 9.9% of Luna's outstanding capital stock after
       issuance.  In addition, Luna will grant Hansen Medical
       a warrant to purchase additional shares of Luna's Common
       Stock for three years after the Effective Date, at a
       purchase price of $0.01 per share, to the extent
       necessary for Hansen Medical to retain its ownership of
       9.9% of Luna's outstanding capital stock;

   --  License of certain Luna intellectual property to Hansen
       Medical;

   --  Intuitive Surgical to enter into a Cross License
       Agreement with Hansen Medical with respect to certain
       fiber optic shape sensing and localization technology;
       and

   --  Luna to develop a fiber optic shape sensing and
       localization solution for Hansen Medical under a
       Development and Supply Agreement, including a
       discount for future purchases with an aggregate limit
       comparable to the amount of Hansen Medical's Secured
       Promissory Note.

"We are pleased to successfully resolve our outstanding litigation
with Luna and we are looking forward to partnering with Luna in
developing important new medical devices that utilize Luna's fiber
optic shape sensing technology," said Frederic Moll, M.D.,
president and CEO, Hansen Medical.  "The intellectual property
agreements between Hansen Medical, Luna and Intuitive Surgical
will further the development of this technology and its
application in the delivery of therapeutic treatments, which will
benefit both physicians and patients," continued Dr. Moll.

                  About Luna Innovations

Headquartered in Roanoke, Virginia, Luna Innovations Inc.
(NASDAQ:LUNA) -- http://www.lunainnovations.com/-- is focused on
sensing and instrumentation, and pharmaceutical nanomedicines.
Luna develops and manufactures new-generation products for the
healthcare, telecommunications, energy and defense markets.
Luna's products are used to measure, monitor, protect and improve
critical processes in the markets it serves.

Luna Innovations in July 2009 filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Western District of Virginia.


LYONDELL CHEMICAL: Trial to be Held on Settlement with Banks
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
will hold a trial to decide whether it should approve a settlement
of a lawsuit the Official Committee of Unsecured Creditors of
Lyondell Chemical Co. was prosecuting against secured lenders.
The trial was scheduled to begin Dec. 10 until Lyondell announced
three days before that it agreed with the banks to settle the
dispute without consent from the Committee.  The judge said he
would hold the trial for approval of the settlement before
Lyondell is ready in March to begin the confirmation hearing for
approval of the Chapter 11 plan.

As reported by the TCR on Dec. 9, 2009, Lyondell Chemical has
reached a settlement in a suit that its unsecured creditors'
committee brought against a group of banks over the leveraged
buyout of the bankrupt company by Basell AF S.C.A.

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

Under the settlement, unsecured creditors would be given
$300 million cash on emergence from Chapter 11 along with a trust
to bring lawsuits.  However, according to the Creditors Committee,
the settlement is both "procedurally inappropriate and, on a
substantive basis, woefully inadequate."  In the event the
settlement is not approved, and without an appropriate litigation
reserve, Lyondell won't be able to confirm a Chapter 11 plan, the
Committee says.

The Creditors Committee says its alternative reorganization
proposal would create a litigation reserve where the plan could be
confirmed while the creditors continue suing the banks, in the
process setting cash aside for the lenders should they eventually
win.  The Creditors Committee says its plan would contemplate a
transaction with a strategic investor such as Reliance Industries
Limited.  The price or the amount of Reliance's investment was not
disclosed.

A hearing on the matter is schedule for December 15.

                      About Lyondell Chemical

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

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

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

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

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

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


LYONDELL CHEMICAL: October Results Well Ahead of Plan
-----------------------------------------------------
LyondellBasell Vice President for Investor Relations Douglas Pike
shared with investors the Company's results for the month of
October 2009.

Mr. Pike noted that October 2009 results are well ahead of plan.
As to the fuels segment, he pointed out depressed refining
conditions are adversely affecting results.  Moreover, he said
that oxyfuels margins show late season strength due to tight
European market.  With respect to the chemicals segment, he
related that U.S. olefin margins have declined slightly.  He
further noted improved intermediates results due to lower raw
material prices and that there is a slight drop in propylene
oxide volumes.  Under the polymers section, he said that good
results in U.S. polyethylene continue although there is some
erosion of margin.  Other products also show moderate improvement
from September 2009 results, he added.

As for the fourth quarter of 2009, Mr. Pike disclosed that
LyondellBasell foresees weak refining conditions will
continue.  LyondellBasell also expects temporary strength in
oxyfuels margins.  LyondellBasell further anticipates that
olefins will be pressured by increased by NGL prices.  He
maintained that polymers outlook is dependent upon U.S.
polyethylene export opportunities.

A full-text copy of the Investor Update is available for free at:

               http://ResearchArchives.com/t/s?4b34

                      About Lyondell Chemical

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

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

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

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

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

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


LYONDELL CHEMICAL: Parent to Close Germany Plant
------------------------------------------------
LyondellBasell announced that it will shut down one polypropylene
(PP) line in Wesseling, Germany, by the end of 2009.  As a
result, PP capacity at the site will be reduced by 110KT.

"We have concluded that our current polypropylene operating rate
at Wesseling is no longer economically viable," said Anton de
Vries, LyondellBasell's president of Europe, Asia & International.
"The affected line in Wesseling is one of the smallest and oldest
PP units we have in LyondellBasell.  We continue to invest in
state-of-the-art facilities."

He added, "We will continue to meet the needs of our customers
even as we rationalize certain assets."

                      About Lyondell Chemical

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

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

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

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

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

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


LYONDELL CHEMICAL: Solvay Tax Payment Pact Amended
--------------------------------------------------
LyondellBasell Advanced Polyolefins USA Inc. -- LB USA --
formerly known as Solvay Engineered Polymers, Inc., was acquired
by Debtor Basell USA Inc., from Solvay America, Inc., in a sale
of all of the issued and outstanding shares of capital stock of
Solvay Engineered Polymers pursuant to a certain Stock Purchase
Agreement dated November 28, 2007, as amended.

Before the transactions contemplated by the Stock Purchase
Agreement, the Canadian Revenue Agency and the Ontario Ministry
of Revenue commenced a transfer pricing audit and permanent
establishment audit of Solvay Engineered Polymers for the years
2002 through 2006.

In connection with the Stock Purchase Agreement, Solvay assumed
responsibility for any taxes and interest that might become due
as a result of the Audit.  The parties entered into a certain Tax
Payment Agreement dated November 12, 2008, as amended by the
First Amendment to Tax Payment Agreement dated December 4, 2008.

Among other things, pursuant to the Tax Payment Agreement, Solvay
paid to LB USA a certain amount representing Solvay's estimate of
taxes and interest that may be assessed by CRA and OMR in
connection with the Audit -- Estimated Assessment Amount.  The
Estimated Assessment Amount was then transferred to
LyondellBasell Advanced Polyolefins Canada Inc. -- LB Canada --
and LB Canada has paid the Estimated Assessment Amount to OMR in
December 2008 and to CRA in January 2009, as appropriate.

Solvay and LB USA has agreed in the Stock Purchase Agreement that
any amounts paid to indemnify and hold harmless LB USA or LB
Canada from the pre-closing tax liabilities would be treated as
an adjustment to the original purchase price for all tax
purposes.

LB USA has received notices from CRA and OMR, requiring the
payment of any outstanding amounts owed to CRA and OMR after the
application of the Estimated Assessment Amount -- Outstanding
Audit Amount -- and expects additional notices from CRA and OMR
in connection with the Audit.

Solvay has requested the Debtors' consent to the modification of
automatic stay in the Bankruptcy cases pursuant to Section 362 of
the Bankruptcy Code and, as confirmed by the Court's order dated
January 7, 2009, to the extent necessary to allow the parties to
modify the terms of the Tax Payment Agreement.

The parties desire to consensually resolve Solvay's request.  The
material terms of the Court-approved Stipulation include:

  (a) The automatic stay is modified solely to the extent
      necessary to allow the parties to modify the Tax Payment
      Agreement to permit Solvay to make payment of the
      Outstanding Audit Amounts directly to CRA and OMR upon
      receipt of notice from LB USA that CRA and OMR have
      assessed additional amounts in connection with the Audit.

  (b) Section 1.3(a) of the Tax Payment Agreement will be
      replaced with new language.

All rights of Solvay to assert, file, or amend any claims it may
have against the Debtors are reserved to the extent not otherwise
settled by the Stipulation.  All rights of the Debtors regarding
any claims of Solvay, other than as settled by the Stipulation
are also reserved.

                      About Lyondell Chemical

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

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

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

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

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

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


MAGNA ENTERTAINMENT: Gets Bid From Former Track-Owner De Francis
----------------------------------------------------------------
The Baltimore Sun's Hanah Cho reports that Joseph A. De Francis
made an offer for Magna Entertainment Corp.'s Pimlico Race Course
and Laurel Park, which are set for auction on Jan. 8, 2010.  Mr.
De Francis is the former owner of the two racetracks, Ms. Cho
notes.

Carl Verstandig, a developer in Pikesville, and Peter G. Angelos,
owner of the Orioles, are also eyeing for Magna Entertainments'
property, according to the report.

Mr. Verstandig's partner, California racetrack and gambling
operator, made an offer for the racetracks under an agreement,
wherein Mr. Verstandig would by the land around the property up
for sale for $38 million, and his partner would acquire 50% stake
in the mixed-used commercial center where Mr. Verstandig wants to
develop around the tracks, according to Baltimore Sun.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAIDENFORM BRANDS: Moody's Withdraws 'Ba3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Maidenform
Brands, Inc., for business reasons.

These ratings have been withdrawn:

  -- Corporate family rating at Ba3

  -- Probability of default rating at B1

  -- Senior secured revolving credit facility due 2012 at Ba2
      (LGD2, 29%)

  -- Senior secured term loan due 2014 at Ba2 (LGD2, 29%)

The ratings outlook was stable.

The prior rating action on Maidenform occurred on November 23,
2009, when Moody's affirmed the company's Ba3 corporate family
rating with a stable outlook.

Maidenform Brands, Inc., the parent of Maidenform, Inc., is a
designer and marketer of intimate apparel, including the
Maidenform, Flexees, Lilyette, Control It! and Sweet Nothings
brands, among others.  Based in Iselin, New Jersey, the company
had revenues of $452 million for the latest 12 month period ended
October 3, 2009.


MERCER INT'L: Completes Swap of 2010 Notes for 2012 Notes
---------------------------------------------------------
Mercer International Inc. on December 10 and 11, 2009, completed
an exchange of an aggregate of $43,250,000 principal amount of the
Company's 8.5% Convertible Senior Subordinated Notes due 2010 for
the Company's new 8.5% Convertible Senior Subordinated Notes due
2012.  An aggregate of $43,811,653 principal amount of New Notes
was issued in the Exchange with certain holders of the Old Notes
pursuant to exchange agreements dated November 25, 2009.

The New Notes were issued pursuant to an indenture, dated as of
December 10, 2009, between the Company and Wells Fargo Bank,
National Association, as trustee, entered into immediately prior
to the consummation of the Exchange.

The Indenture has been qualified under the Trust Indenture Act of
1939, as amended and the terms of the New Notes include those set
forth in the Indenture and those made part of the Indenture by
reference to the TIA.

The New Notes are unsecured senior subordinated obligations of the
Company and are subordinate in right of payment to the Company's
existing and future senior indebtedness, including the Company's
9.25% senior notes.  The New Notes rank pari passu in right of
payment to the Old Notes that remain outstanding.  The New Notes
are limited to $72,500,000 in aggregate principal amount and are
issued in denominations of $1,000 and integral multiples of $1.00
in excess thereof.  Following completion of the Exchange, an
aggregate of $26,088,347 principal amount remains available for
additional issuances under the Indenture.  The New Notes will
mature on January 15, 2012 unless earlier redeemed at our option
or converted or repurchased by us at the option of the holders of
the New Notes.  No sinking fund is provided for the New Notes.

The New Notes bear interest at the annual rate of 8.5% and will
accrue from December 10, 2009.  Interest on the New Notes is
payable by the Company on January 15 and July 15 of each year,
commencing July 15, 2010.  Interest on the New Notes is paid on
the basis of a 360-day year comprised of 12 30-day months.

The New Notes are convertible, at the option of the holders of the
New Notes, unless previously redeemed or repurchased, at any time
until the close of business on the last business day prior to
maturity.  The New Notes are convertible into shares of Common
Stock at a conversion price of $3.30 per share, (equal to a
conversion rate of approximately 303 shares per $1,000 principal
amount of New Notes), subject to certain adjustments.

Holders of the New Notes have the right to require the Company to
purchase all or any part of the New Notes, 30 business days after
the occurrence of a change in control in the Company at a purchase
price equal to the principal amount thereof plus accrued and
unpaid interest to the date of purchase.

The New Notes will be redeemable by the Company beginning July 15,
2011, at the Company's option in whole, or in part, upon not less
than 30 and not more than 60 days' notice at a redemption price
equal to 100% of the principal amount thereof plus accrued and
unpaid interest up to, but not including, the date of redemption.

The Indenture limits the incurrence by the Company, but not by its
subsidiaries, of senior indebtedness.

Each of the following will constitute an event of default under
the Indenture:

     -- the Company fails to pay principal on any New Note when
        due, whether or not prohibited by the subordination
        provisions of the Indenture;

     -- the Company fails to pay any interest on any New Note when
        due if such failure continues for 30 days, whether or not
        prohibited by the subordination provisions of the
        Indenture;

     -- the Company fails to perform any other agreement required
        of it in the Indenture if such failure continues for 60
        days after notice is given in accordance with the
        Indenture;

     -- the Company fails to pay the purchase price of any New
        Note when due, whether or not prohibited by the
        subordination provisions of the Indenture;

     -- the Company fails to provide timely notice of a change in
        control if such failure continues for 30 days after such
        change of control;

     -- any indebtedness for money borrowed by the Company or one
        of its significant subsidiaries (as defined in the
        Indenture) (all or substantially all of the outstanding
        voting securities of which are owned, directly, or
        indirectly, by the Company) in an aggregate outstanding
        principal amount in excess of $10.0 million is not paid at
        final maturity or upon acceleration and such indebtedness
        is not discharged, or such acceleration is not cured or
        rescinded, within 30 days after written notice as provided
        in the Indenture; and

     -- certain events in bankruptcy, insolvency or reorganization
        of the Company or any of its significant subsidiaries.

A full-text copy of the Indenture, dated as of December 10, 2009,
between Mercer International Inc. and Wells Fargo Bank, National
Association, as trustee, is available at no charge at
http://ResearchArchives.com/t/s?4bae

                   About Mercer International

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.  At September 30, 2009, Mercer had
EUR1,085,649,000 in total assets against EUR1,005,232,000 in total
liabilities.

As reported by the Troubled Company Reporter on September 29,
2009, Standard & Poor's Ratings Services affirmed its 'CC'
corporate credit and senior unsecured ratings on Mercer
International.  The outlook is negative.


MERRILL LYNCH: DBRS Downgrades Rating to 'C'
--------------------------------------------
DBRS has downgraded Class N and Class P of the transaction from
CCC to C and has noted the classes to have Interest in Arrears.
The classes will continue to carry a Negative trend.

The interest shortfalls are a result of appraisal reductions and
corresponding ASERS, along with monthly special servicing fees.
Currently, there are six loans in special servicing, two of which
are incurring monthly ASERs.  A third loan, Holiday Inn Mission
Bay Sea World (1.5% of the pool) is also expected to have an ASER
applied as the special servicer recently received an updated
appraisal on the loan.  To the extent the interest shortfalls
increase from this loan or from an additional appraisal reduction
to the University Village loan (1.6% of the pool), the monthly
interest shortfall will rise above Class N; however, DBRS believes
interest shortfalls will remain below Class H.  The interest
shortfalls are recoverable out of liquidation proceeds and are
allocated sequentially through the transaction to the most senior
classes incurring shortfalls.  There is also potential for the
trust to recover previous shortfalls attributed to the GGP loans
as a part of its exit from bankruptcy.


MOBILE BAY INVESTMENTS: Fights to Exit Chapter 11 Bankruptcy
------------------------------------------------------------
Mobile Bay Investments LLC said it wants to exit bankruptcy court
protection, split property off Alabama 193 on its western
shoreline with its largest lender, then pursue legal action
against Regions Bank, Kathy Jumper at Alabama Live LLC reports,
citing papers filed with the court.

Mobile Bay says Regions Bank provide at least $1.4 million to the
company's project, a 500-acre residential community, could move
forward.  The bank holds roughly $6.5 million second mortgage on
the property.

The Company, according to the report, said it wants to pursue a
different plan and obtain approval of its first mortgage lender,
Bay Mortgage Investor.  Bay Mortgage would foreclose 250 acres
property and the remaining property will be retained by the
Company if the case is dismissed.

Based in Mobile, Alabama, Mobile Bay Investments L.L.C. filed for
Chapter 11 protection on July 22, 2009 (Bankr. S.D.N.Y. Case No.
09-13322).  C. Michael Smith, Esq., represents the Debtor in its
restructuring effort.  When the Debtor sought protection from its
creditors, it both listed assets and debts between $10 million and
$50 million.


MORRIS PUBLISHING: Now Soliciting Votes for Offer, Ch. 11 Plan
--------------------------------------------------------------
Morris Publishing Group, LLC commenced on December 14 a
restructuring plan by launching an offer to exchange $100 million
of new second lien secured notes due in 2014  to be issued by the
Company and its co-issuer Morris Publishing Finance Co. for all of
the $278,478,000 of outstanding 7% Senior Subordinated Notes due
2013, plus accrued and unpaid interest on the Existing Notes.  The
closing of the exchange offer is conditioned upon, among other
things, at least 99% of the aggregate principal amount of Existing
Notes being tendered and not withdrawn.

The exchange offer is an out-of-court method of restructuring the
Company's indebtedness to address imminent debt repayment
obligations.  If the exchange offer is unsuccessful, as a result
of a failure to satisfy the Minimum Tender Condition or otherwise,
the Company would be unable to repay its current indebtedness from
cash on hand or other assets.  Therefore, the Company is
simultaneously soliciting holders of the Existing Notes to approve
a prepackaged plan of reorganization as an alternative to the
exchange offer.  If the restructuring is accomplished through the
prepackaged plan of reorganization, 100% of the Existing Notes,
plus all accrued and unpaid interest, will be cancelled, and
holders will receive their pro rata share of New Notes.

Pursuant to the terms of a restructuring support agreement with
the Company, holders of approximately 75%, or $209 million, of the
aggregate principal amount of Existing Notes have agreed to tender
their Existing Notes in the exchange offer and vote to accept the
prepackaged plan of reorganization.

                        The Exchange Offer

Through the exchange offer, all holders of Existing Notes may
surrender their Existing Notes, including their right to accrued
and unpaid interest on the Existing Notes, in exchange for their
pro rata share of New Notes. The New Notes will bear interest of
at least 10%, but could bear interest up to approximately 15%,
some of which may be paid-in-kind (PIK) until the Company repays
its remaining senior debt.

The exchange offer is set to expire at 11:59 p.m., New York City
time, on January 12, 2010. Tendered Existing Notes may be validly
withdrawn at any time prior to the expiration time.

              The Prepackaged Plan of Reorganization

If the Minimum Tender Condition is not satisfied, and if a
sufficient number and amount of holders of Existing Notes vote to
accept the prepackaged plan of reorganization, then the Company
will pursue an in-court restructuring. If confirmed, the
prepackaged plan of reorganization would have principally the same
effect as if 100% of the holders of Existing Notes had tendered
their notes in the exchange offer. To confirm the prepackaged plan
of reorganization, holders of Existing Notes representing at least
2/3 in principal amount and more than 1/2 in number of those who
vote must vote to accept the plan.

                      The Retired Senior Debt

As part of the restructuring, whether accomplished through the
out-of-court exchange offer or through the in-court prepackaged
plan of reorganization, approximately $110 million of the
Company's $136.5 million of existing senior debt will be repaid or
satisfied by the settlement of inter-company debt by a Company
affiliate and as an increase in the equity through a contribution
to capital by the Company's parent.

                    For Additional Information

The information agent for the exchange offer is Ipreo Holdings
LLC. Wilmington Trust Company is serving as exchange agent for the
exchange offer and Kurtzman Carson Consultants LLC is serving as
tabulation agent for the solicitation of the pre-packaged
bankruptcy plan.

Holders of Existing Notes with questions regarding the tender and
exchange process should contact the information agent at (877)
746-3583 (toll free) or (201) 499-3500. Holders of Existing Notes
with questions regarding voting on the pre-packaged bankruptcy
plan should contact the tabulation agent at (917) 639-4278.

Lazard Freres & Co. LLC is acting as the financial advisor to the
Company for purposes of the restructuring. Hull Barrett, PC and
Neal, Gerber & Eisenberg LLP are legal counsel in connection with
the restructuring.

                      About Morris Publishing

Morris Publishing Group, LLC -- http://www.morrisrestructures.com/
-- is a privately held media company based in Augusta, Ga. Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


MOTORSPORT AFTERMARKET: S&P Cuts Corporate Credit Rating to 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Irvine, California-based Motorsport Aftermarket Group
Inc. to 'CCC' from 'CCC+'.  The rating outlook is negative.

Concurrently, S&P lowered its issue-level rating on the company's
senior secured credit facilities to 'CCC' (at the same level as
the 'CCC' corporate credit rating) from 'CCC+.  The recovery
rating on this debt remains at '3', indicating S&P's expectation
of meaningful (50% to 70%) recovery for lenders in the event of a
payment default.  (For the recovery analysis, see Standard &
Poor's recovery report on MAG, to be published on RatingsDirect
immediately following the release of this report.)

MAG had total debt of about $273 million as of Sept. 30, 2009,
including $24 million of holding company debt.

"The downgrade reflects Standard & Poor's concern that MAG's
deteriorating operating performance and rising debt leverage will
jeopardize its compliance with bank debt covenants," explained
Standard & Poor's credit analyst Hal Diamond.  "We believe that
the recession would cause the company to violate the covenant over
the near term, prompting it to seek an equity cure, amendment, or
debt restructuring."

The 'CCC' rating reflects MAG's thin liquidity, as well as risks
relating to its substantial dependence on sales of aftermarket
parts and accessories for Harley-Davidson motorcycles.  In the
quarter ended Sept. 27, 2009, Harley-Davidson experienced a 14.4%
drop in parts and accessories revenue, and a 24.3% decline in U.S.
retail sales.


MOUNT CARROLL MUTUAL: A.M. Best Affirms FSR of 'B'
--------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
B (Fair) and issuer credit rating (ICR) of "bb" of Mount Carroll
Mutual Insurance Company (Mount Carroll) (Mount Carroll, IL). The
outlook for both ratings is stable.  Concurrently, A.M. Best has
withdrawn the ratings and assigned a category NR-4 to the FSR and
an "nr" to the ICR.

These rating actions reflect Mount Carroll's decision to withdraw
from A.M. Best's interactive rating process.

The ratings reflect Mount Carroll's historically poor operating
performance, above average underwriting expense structure and
ongoing exposure to weather-related events due to its business
concentration in Illinois, which exposes the company's surplus to
significant storm and catastrophe losses.

Offsetting these negative rating factors is Mount Carroll's
adequate risk-adjusted capitalization driven primarily by its low
underwriting leverage and longstanding local market presence.


NAVISTAR INT'L: Production Changes Cue CVG to Close Norwalk Plant
-----------------------------------------------------------------
Commercial Vehicle Group, Inc., on December 10, 2009, announced
the planned closing of its Norwalk, Ohio truck cab assembly
facility.  This action comes as a result of Navistar's (NYSE: NAV)
decision to insource the cab assembly operations performed at
Norwalk into their existing assembly facility in Escobedo, Mexico.
The closure of the Norwalk location will impact approximately 120
hourly and salaried associates at the facility.  Norwalk is
expected to continue assembly operations for Navistar products
through April 2010.

Persio Lisboa, Vice President and Chief Procurement Officer of
Navistar, said, "Based on the decision to manufacture the cab,
Navistar has decided not to renew its existing contract with CVG
for cab assembly.  This decision allows Navistar to leverage our
core competency as a world class assembler to further optimize
cost, quality, delivery and warranty while also strengthening the
alignment of our supply base to our manufacturing footprint. We
know this is a difficult outcome for CVG, as they have been a
valued supplier since 2002.  Navistar intends to work closely with
CVG throughout this transition period while looking at additional
business opportunities going forward," concluded Mr. Lisboa.

"We are deeply disappointed in Navistar's decision to insource cab
assembly, and we sincerely regret the impact that this decision
will have on our dedicated employees at the Norwalk facility.  We
have enjoyed a long partnership in the development, launch and
building of Navistar cabs," said Mervin Dunn, President and Chief
Executive Officer of Commercial Vehicle Group.  "While we regret
that we will not continue to assemble cab products for Navistar,
we understand their desire to utilize their own existing capacity,
and we will continue to work closely with them to supply stamped
components, interior products and seating products as we move
forward in our ongoing relationship with Navistar," added Mr.
Dunn.

In 2007, CVG launched stampings and cab assembly operations for
Navistar's advanced Prostar platform for which CVG was awarded
Navistar's Diamond Supplier Award, its highest-level recognition
for overall performance by a major supplier.

"We are committed to ensuring that we neutralize the bottom line
impact to CVG.  We intend to do this through additional business
awards as well as additional cost cutting measures at CVG,"
concluded Mr. Dunn.

The Company said it is unable to make a determination of the
estimated costs and cash expenditures associated with the closure
of the Norwalk facility until it completes its transition plan.

The Company estimates this decision will negatively impact CVG's
2010 revenues by roughly $10 million to $15 million and roughly
$30 million to $35 million on an annualized basis.  Excluding any
one-time costs associated with the closure, the Company does not
expect the decision to impact its operating profit.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                         *     *     *

Navistar continues to carry Standard & Poor's Ratings Services'
'BB-' corporate credit ratings and 'BB-' issue-level rating.
Navistar caries Moody's Investors Service's 'B1' Corporate Family
Rating, 'B1' Probability of Default; and SGL-2 Speculative Grade
Liquidity rating.

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The products include static and
suspension seat systems, electronic wire harness assemblies,
controls and switches, cab structures and components, interior
trim systems (including instrument panels, door panels,
headliners, cabinetry and floor systems), mirrors and wiper
systems specifically designed for applications in commercial
vehicles.  The Company has facilities located in the United States
in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon,
Tennessee, Virginia and Washington and outside of the United
States in Australia, Belgium, China, Czech Republic, Mexico,
Ukraine and the United Kingdom.

At September 30, 2009, the Company had $275.3 million in total
assets against $281.4 million in total liabilities, resulting in
stockholders' deficit of $6.1 million.

                           *     *     *

Commercial Vehicle Group carries Standard & Poor's 'CCC+'
corporate credit rating and Moody's Caa2/LD probability of default
rating.


OLANA: Files for Chapter 11 Bankruptcy
--------------------------------------
Lisa Fickenscher at Crain's New York reported that Olana made a
voluntary filing under Chapter 11 with liabilities of between
$100,000 and $500,000 and creditors of less than 100.

Olana is a luxury restaurant that is owned by William and Patrick
Resk.


OMNICOMM SYSTEMS: Posts $3.02 Million Net Loss in Q3 2009
---------------------------------------------------------
OmniComm Systems, Inc., reported a net loss of $3,018,150 on
revenues of $2,461,464 for the three months ended September 30,
2009, compared with a net loss of $953,694 on revenues of
$1,629,683 for the same period of the previous year.

For the nine months ended September 30, 2009, the Company reported
a net loss of $3,976,704 on revenues of $6,692,440, compared with
a net loss of $5,650,519 on revenues of $4,281,367 for the same
period of 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $3,969,908 in total assets and $16,488,435 in total
liabilities, resulting in a $12,518,527 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,485,308 in total current
assets available to pay $4,909,262 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?4ba6

                       Going Concern Doubt

The ability of the Company to continue in existence is dependent
on its having sufficient financial resources to bring products and
services to market for marketplace acceptance.  As a result of
historical operating losses and accumulated deficits for the nine
month period ending September 30, 2009, there is substantial doubt
about the Company's ability to continue as a going concern.

                      About OmniComm Systems, Inc.

Based in Ft. Lauderdale, Fla., OmniComm Systems, Inc. (OTC BB:
0MCM) - http://www.OmniComm.com/-- is a healthcare technology
company that provides Electronic Data Capture solutions and
related value-added services to pharmaceutical and biotechnology
companies, Clinical Research Organizations, and other clinical
trial sponsors via the Company's  Web-based software applications.
The Companyls EDC software applications allow clinical trial
sponsors and investigative sites to securely collect, validate,
transmit, and analyze clinical study data including patient
histories, patient dosing, adverse events, and other clinical
trial information.


OPUS SOUTH: Files Bankruptcy Rule 2015.3 Report
-----------------------------------------------
Pursuant to Rule 2015.3 of the Federal Rules of Bankruptcy
Procedure, Opus South Corp. and its units submitted to the Court a
report detailing the operations and profitability of entities in
which they hold a substantial or controlling interest as of
October 31, 2009.

The entities with which the Opus South Debtors hold substantial
interests are Opus South T, L.L.C.; Opus South Management
Corporation and Tampa Oaks III, L.L.C.

A full-copy of the Opus South Debtors' 2015.3 Report is available
for free at http://bankrupt.com/misc/OpS2015report.pdf
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: Removal Period Extended Until March 18
--------------------------------------------------
The Bankruptcy Court gave Opus South Corp. and its units until
March 18, 2010, to file notices of removal of claims or pending
causes of action.

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: Lease Decision Period Extended to March 1
-----------------------------------------------------
The Bankruptcy Court gave Opus South Corp. and its units until
March 1, 2010, to decide on whether to assume, assume and assign
or reject their unexpired non-residential real property leases.

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: To Pay Bonuses to Employees After December 30
--------------------------------------------------------
Opus West Corp. and its units ask Judge Hale to make certain
technical changes to his prior order approving the Debtors' bonus
program for remaining critical employees.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that due to certain changes in applicable
federal law and certain inadvertent typographical errors, the
Debtors need the Court to make these technical changes to the
Bonus Program Order:

  (a) Replace paragraph 3 in its entirety with: "All bonuses
      under the Bonus Program will be payable on or after
      December 30, 2009;"

  (b) Replace paragraph 4 in its entirety with: "In order to be
      eligible to receive his or her bonus, the Critical
      Employee must be employed as of December 30, 2009.  If a
      Critical Employee is terminated involuntarily or
      voluntarily terminates his or her employment prior to
      December 30, 2009, no bonus will be payable to such
      Critical Employee."

                     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)


OSCIENT PHARMACEUTICALS: Wants to Have Until Jan. for Ch. 11 Plan
-----------------------------------------------------------------
Oscient Pharmaceuticals Corporation and Guardian II Acquisition
Corporation ask the U.S. Bankruptcy Court for the District of
Massachusetts to extend their exclusive period to propose a plan
of reorganization and solicit acceptances for that plan until
January 11, 2010, and March 10, 2010, respectively.

This is the Debtors' second request for extension of their
exclusive periods.

The Debtors relate that they need additional time to continue
their negotiations on a consensual resolution of issues with the
Official Committee of Unsecured Creditors, and Guardian's secured
lender, Paul Royalty Fund Holdings II.

Waltham, Massachusetts-based, Oscient Pharmaceuticals Corporation
-- http://www.antararx.com/and http://www.factive.com/--
marketed two FDA-approved products in the United States: ANTARA(R)
(fenofibrate) capsules, a cardiovascular product and FACTIVE(R)
(gemifloxacin mesylate) tablets, a fluoroquinolone antibiotic.
ANTARA is indicated for the adjunct treatment of
hypercholesterolemia (high blood cholesterol) and
hypertriglyceridemia (high triglycerides) in combination with
diet.  FACTIVE is approved for the treatment of acute bacterial
exacerbations of chronic bronchitis and community-acquired
pneumonia of mild to moderate severity.  ANTARA accountsi for over
80% of the Debtors' 2008 revenues.  The Debtors also had a late-
stage antibiotic candidate, Ramoplanin, for the treatment of
Clostridium difficile-associated disease.  As of Dec. 31, 2008,
the Debtors' audited consolidated financial statements reflected
total assets of $174 million and total liabilities of $255
million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.

As reported by the TCR on Sept. 23, 2009, Oscient has obtained
Court approval to sell its cholesterol-lowering drug Antara to
Lupin Ltd. for $38.6 million.  Lupin, an Indian generic drugmaker,
outbid Akrimax Pharmaceuticals LLC at a court-supervised auction.
New Jersey based Akrimax was the lead bidder at the start of the
auction with a $20 million offer and eventually raised its offer
to $35.4 million including a break-up fee and royalty payments.

Oscient earlier won approval from the Bankruptcy Court to sell
commercial rights to antibiotic Factive to Cornerstone
Therapeutics Inc.  Cornerstone agreed to pay $5,000,000 plus an
amount for purchased inventory.


OTTER TAIL: Gets Final Approval to Access Lenders Cash Collateral
-----------------------------------------------------------------
The Hon. Dennis D. O' Brien of the U.S. Bankruptcy Court for the
District of Minnesota authorized, on a final basis, to:

   -- use cash securing repayment of loan with AgStar Financial
      Services, PCA and MMCDC New Markets Fund II, LLC; and

   -- provide adequate protection to the prepetition lenders.

The Debtor acknowledged that, as of the petition date, it owed
AgStar $42,487,593 consisting of principal and accrued and unpaid
interest and fees.  The Debtor also acknowledged that, as of the
petition date, it owed NMF $19,832,821 consisting of principal and
accrued and unpaid interest and fees.

In addition to the prepetition lenders, Otter Tail County,
Minnesota and U.S. National Bank Association, as indenture trustee
for the holders of the Otter Tail County, Minnesota Subordinate
Exempt Facility Revenue Bonds, Series 2007, each claim security
interests in the Debtor's real property and certain of the
personal property.

The Debtor needs the use of cash collateral to operate its
business.

The Debtor's right to use cash collateral will terminate on
February 28, 2010.

As adequate protection, AgStar is granted a perfected security
interest in all of the real and personal property of Debtor.  As
further adequate protection, AgStar will be entitled to an
administrative expense.

The Debtor will provide to the prepetition lenders as additional
adequate protection: (a) accrued interest at the non-default rate
of interest set forth in the AgStar Loan Documents and the NMF
loan documents, for the prior month on the prepetition loans will
be paid by Debtor to the prepetition lenders on the first
day of each month, beginning on December 1, 2009, and monthly
thereafter, through the cash collateral maturity date.

                  About Otter Tail AG Enterprises

Otter Tail AG Enterprises, LLC, a Minnesota limited liability
company, was organized with the intention of developing, owning
and operating a 55 million gallon per year capacity dry-mill
ethanol plant near Fergus Falls, Minnesota.  The company was in
the development stage until March 2008, when the company commenced
operations.

The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D.
Minn. Case No. 09-61250).  The petition listed assets of
$66.4 million against $86 million in debt, nearly all secured. The
largest secured creditor is AgStar Financial Services, owed
$40.9 million.


PALM ENERGY: Ch. 11 Cure Amounts Vex Pisces Creditors
-----------------------------------------------------
Law360 reports that some 20 days after Palm Energy Partners LLC
and subsidiary Pisces Energy LLC updated a plan to restructure
roughly $157 million owed to Macquarie Bank Ltd., creditors have
started to protest the proposed cure amounts and the status of
their claims.

Palm Energy Partners LLC is an oil and gas explorer based in
Metairie, Louisiana.  Palm Energy Partners LLC and an affiliate
filed for Chapter 11 bankruptcy in Houston (Bankr. S.D. Tex. Case
No. 09-36593).  It said in its petition that assets and debts both
exceed $100 million.  Attorneys from Haynes and Boone LLP and
Schully Roberts Slattery & Marino PC represent Palm and
affiliate Pisces Energy LLC.


PENN TRAFFIC: PBGC Wants To Amend Bidding and Sale Procedures
-------------------------------------------------------------
According to Syracuse Online LLC, the Pension Benefit Guaranty
Corp. asked the Bankruptcy Court to modify the bidding and sale
procedures of 79 supermarkets and other assets of Penn Traffic
Co., saying its wants bidders to give credit for the value of the
liabilities under the pension plan the bidder assumes.

The source notes Price Chopper offered to purchase four
supermarkets of the Company, unnamed purchaser offered to acquire
all of the Company's assets for $36.5 million.  The PBGC said it
is concerned contributions to retirement plans will terminated by
the Company, and not assumed by the new owner, the source says.

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.;
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PHOENIX FOOTWEAR: Reports $60,000 Net Income in Q3 2009
-------------------------------------------------------
Phoenix Footwear Group, Inc., reported net earnings of $60,000 for
the three months ended September 30, 2009, compared with a net
loss of $2.1 million for the corresponding period of 2008.

Net sales for the third quarter of fiscal 2009 decreased 32% to
$5.5 million compared to $8.0 million in net sales from continuing
operations for the comparable period of fiscal 2008.  The Company
says the decrease was largely a result of a challenging retail
environment and planned reductions in inventories on the part of
the Company's retailing partners in the current fiscal quarter.

Gross profit for the third quarter of fiscal 2009 was $1.9 million
compared to $3.5 million in gross profit from continuing
operations for the comparable period of fiscal 2008.  Gross
margins were 35% and 43% for the third quarters of fiscal 2009 and
fiscal 2008, respectively.  The decrease in gross margin was
mostly due to several significant closeout sales during the third
quarter of fiscal 2009 as the Company worked to generate cash flow
and reduce inventories to a level in line with sales trends.
Specifically, closeout sales accounted for $877,000 of the total
$5.5 million in net sales during the third quarter of fiscal 2009.

Selling, general and administrative expenses, or SG&A, were
$2.6 million, or 48% of net sales, for the third quarter of fiscal
2009, compared to $4.7 million, or 59% of net sales from
continuing operations, for the comparable period of fiscal 2008.

Interest expense, net for the third quarter of fiscal 2009 was
$306,000 compared to $47,000 in interest expense from continuing
operations for the comparable period of fiscal 2008.  The increase
in interest expense is attributable to amortization of debt
issuance costs and fees related to the forbearance agreements with
Wells Fargo.

Earnings from discontinued operations, comprised primarily of the
Chambers Belt business, for the third quarter of fiscal 2009 was
$1.1 million compared to a loss of $803,000 for the comparable
period of fiscal 2008.

                       Nine Months Results

For the nine months ended September 30, 2009, the Company reported
a net loss of $8.0 million on net sales of $15.5 million, compared
with a net loss of $4.6 million on net sales of $23.7 million for
the corresponding period last year.

Gross profit for the first nine months of fiscal 2009 was
$4.5 million compared to $9.9 million from continuing operations
for the comparable period of fiscal 2009.  Gross margins were 29%
and 42% for the first nine months of fiscal 2009 and fiscal 2008,
respectively.

Selling, general and administrative expenses, or SG&A, were
$8.9 million, or 57% of net sales, for the first nine months of
fiscal 2009, compared to $14.5 million, or 61% of net sales from
continuing operations, for the comparable period of fiscal 2008.

"Other expense (income), net" was $1.0 million in net expense for
the first nine months of fiscal 2009, which was comprised of the
severance charges related to the Company's reorganization in the
first quarter of fiscal 2009.  "Other (income) expense, net" was
$1.5 million in net income for the first nine months of fiscal
2008.  This income was received from Tactical Holdings, Inc. in
accordance with the Transition Services Agreement the Company
entered into, providing ongoing administrative and other services
for continuing to support the operations of the Altama business
subsequent to the Company's sale of the business in fiscal 2007.

Interest expense from continuing operations for the first nine
months of fiscal 2009 was $457,000 compared to $849,000 for the
comparable prior year period.

Loss from discontinued operations, comprised of the Chambers and
Tommy Bahama businesses, for the first nine months of fiscal 2009
was $2.1 million and 616,000 for the comparable period of fiscal
2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $13.2 million in total assets, $9.8 million in total
liabilities, and $3.4 million in shareholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?49f3

                       Going Concern Doubt

The Company has incurred net losses for the last two fiscal years
and the first nine months of fiscal 2009.

In June 2008, the Company and its subsidiaries entered into a
Credit and Security Agreement with Wells Fargo Bank, N.A. for a
three year revolving line of credit and letters of credit
collateralized by all the Company's assets and those of its
subsidiaries.  Under the facility, the Company could have borrowed
up to $17.0 million (subject to a borrowing base which included
eligible receivables and eligible inventory less availability
reserves set by Wells Fargo).  The Wells Fargo credit facility
includes various financial and other covenants with which the
Company has to comply in order to maintain borrowing availability
and avoid an event of defa ult and penalties and other remedies
available to Wells Fargo. The Company has been in continuing
default under its Wells Fargo credit facility since September 27,
2008, by failing to meet the financial covenant for income before
income taxes.  Since July 2009, the Company has entered into four
forbearance agreements with Wells Fargo pursuant to which, among
other things, Wells Fargo agreed, subject to certain conditions,
to refrain from exercising remedies based on the specified past
financial covenant defaults until October 23, 2009, with various
automatic extensions that defer the maturity to November 30, 2009,
provided the Company adheres to certain conditions.

The Company presently has insufficient cash to pay its bank debt
in full.  The Company has undertaken restructuring activities to
raise cash in order to enable it to repay its bank debt.  In the
Company's most recent 10-Q filing, management of the Company said
it is engaged in discussions with several different financing
sources to provide the Company with proceeds to repay in full its
revolving line of credit debt on or before November 30, 2009.

The above conditions raise substantial doubt about the Company's
ability to continue as a going concern.

                        Subsequent Events

As reported in the Troubled Company Reporter on December 7, 2009,
the Company, together with its subsidiaries, entered into an
Accounts Receivable and Inventory Security Agreement
on December 4, 2009, with First Community Financial, a division of
Pacific Western Bank, for a two-year revolving credit facility
collateralized by all of its personal property and those
of its subsidiaries.

Under the facility, the Company can borrow up to $4.5 million
(subject to a borrowing base which includes Eligible Accounts
Receivable and Eligible Inventory).  The Eligible Inventory
sublimit included in the borrowing base, currently capped at
$1.5 million, shall be reduced by $200,000 per month beginning on
January 15, 2010, until such amount is reduced to $300,000.

Concurrently with the execution of the Accounts Receivable and
Inventory Security Agreement, the Company made an initial
borrowing thereunder in the amount of $2.0 million, which was used
to pay in full the outstanding balances of $1.7 million owed to
its then lender, Wells Fargo.

                      About Phoenix Footwear

Phoenix Footwear Group, Inc. (NYSE Amex: PXG) headquartered in
Carlsbad, California, designs, develops and markets men's and
women's footwear and accessories.  Phoenix Footwear's brands
include Trotters(R), SoftWalk(R) and H.S. Trask(R).  These brands
are primarily sold through department stores, specialty retailers,
mass merchants and catalogs.


POPULAR INC: S&P Downgrades Counterparty Credit Rating to 'B-/C'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit rating on Popular Inc. to 'B-/C' from 'BB-/B'.
The outlook is negative.  S&P also lowered its rating on the
company's primary subsidiary, Banco Popular de Puerto Rico, to
'B+/B' from 'BB+/B'.

"S&P lowered the ratings on Popular Inc. following a review of the
company's operating performance and a reassessment of S&P's
expectations, particularly as these refer to asset quality,
capital, and liquidity, among other factors," said Standard &
Poor's credit analyst Robert Hansen, CFA.  S&P expects the firm to
continue to exhibit weak financial performance given the potential
continuation of credit-quality weakening.  Specifically, S&P
believes the company's relatively high exposure to commercial real
estate  in both its Puerto Rican and U.S. mainland operations --
an asset class with ongoing weakness -- could hurt the credit
quality in Popular's loan portfolio.

S&P is primarily concerned by the company's significant and rapid
increase in nonperforming assets in recent quarters and the
potential for further deterioration, notably in its CRE loan
portfolio.  To illustrate, NPAs, including delinquencies and
restructured loans, rose to nearly 11% as of Sept. 30, 2009, from
nearly 6% as of Dec. 31, 2008, by its calculation.  S&P expects
further deterioration in the construction loan portfolio, which
represents approximately 9% of total loans and is predominantly
for residential projects.

Moreover, S&P views Popular's capital position as somewhat weak in
relation to the high component of risk assets.  Although the
company's tangible capital position benefited from a large
preferred exchange offer in third-quarter 2009, capital measures
lag those of its peers.  In addition, S&P's expectations for
potentially ongoing weak performance are based on its credit
stress-testing methodology and its risk-adjusted capital
framework.

Operating performance has also been weak relative to S&P's prior
expectations.  For example, the company reported net losses from
continuing operations of approximately $341 million in the nine
months ended Sept. 30, 2009, and net losses of $681 million in
2008.  S&P believes that net losses could persist during the next
several quarters, as S&P see an increased risk for loan-loss
provisions to remain elevated.  S&P believes that operating losses
could moderate in 2011, aided by some improvement in credit
quality, modestly higher net interest margins, and a rebound in
loan demand.

Positively, Popular's strong market position in Puerto Rico offers
some mitigant to rising risks.  The company's large footprint of
retail branches has contributed to its leading deposit market
share.  Furthermore, the business mix is well diversified with
business lines that include commercial and retail banking, asset
management, brokerage, investment banking, and insurance.

The negative outlook reflects S&P's belief that the rating will
remain under pressure largely due to the very weak credit quality
in the company's loan portfolio and reduced profitability, as well
as the weak economic environment.  If credit quality deteriorates
beyond S&P's current expectations or if regulatory risks increase,
S&P could lower the rating further.  However, if the company
returns to profitability aided by an improvement in credit
quality, then S&P could raise the ratings, which S&P views as less
likely in the near term given S&P's negative outlook for the large
regional banking sector.


PRIME COLORANTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Prime Colorants, Inc.
        150 Alpha Drive
        Franklin, TN 37064-3902

Bankruptcy Case No.: 09-14215

Chapter 11 Petition Date: December 13, 2009

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

Judge: George C. Paine II

Debtor's Counsel: Timothy G. Niarhos, Esq.
                  Timothy G. Niarhos, Attorney at Law
                  321 29th Avenue North
                  NASHVILLE, TN 37203
                  Tel: (615) 320-1101
                  Fax: (615) 320-1102
                  Email: tim@niarhos.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/tnmb09-14215.pdf

The petition was signed by Endre Zonger, C.E.O. of the Company.


PRIME GROUP: Suspends Series B Preferred Dividends for Q4
---------------------------------------------------------
Prime Group Realty Trust said the Company's Board of Trustees has
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the fourth quarter of 2009, and that the
Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.  The Board is also
in the process of considering various financing and other
capitalization alternatives for the Company.

The Board's decision was based on the Company's current capital
resources and liquidity needs and the overall negative state of
the economy and capital markets.  The Board intends to review the
suspension of the Series B Preferred distributions periodically
based on the Board's ongoing review of the Company's financial
results, capital resources and liquidity needs, and the condition
of the economy and capital markets.  The Company can give no
assurances that distributions on the Company's Series B Preferred
Shares will be resumed, or that any financing or other
capitalization alternatives will be satisfactorily concluded.

                  About Prime Group Realty Trust

Headquartered in Chicago, Illinois, Prime Group Realty Trust
(NYSE: PGEPRB) -- Http://www.pgrt.com/ -- is a fully-integrated,
self-administered, and self-managed real estate investment trust
(REIT) which owns, manages, leases, develops, and redevelops
office and industrial real estate, primarily in metropolitan
Chicago. The Company currently owns 8 office properties containing
an aggregate of 3.3 million net rentable square feet and a joint
venture interest in one office property comprised of approximately
101,000 net rentable square feet. The Company leases and manages
approximately 3.3 million square feet comprising all of its
wholly-owned properties. In addition, the Company is the asset and
development manager for an approximately 1.1 million square foot
office building located at 1407 Broadway Avenue in New York, New
York.


PUREDEPTH INC: Reports $1,054,748 Net Loss for October 31 Quarter
-----------------------------------------------------------------
PureDepth, Inc., reported a net loss of $1,054,748 for the three
months ended October 31, 2009, from a net loss of $2,324,981 for
the year ago period.  The Company reported a net loss of
$4,259,080 for the nine months ended October 31, 2009, from a net
loss of $5,325,985 for the year ago period.

Total revenue was $708,496 for the three months ended October 31,
2009, from $393,895 for the year ago period.  Total revenue was
$1,887,104 for the nine months ended October 31, 2009, from
$932,697 for the year ago period.

At October 31, 2009, the Company had total assets of $7,519,777
against total liabilities of $16,857,577, resulting in
stockholders' deficit of $9,337,800.

At July 31, 2009, the Company had total assets of $8,512,811 and
$17,035,343 in total liabilities, resulting in $8,522,532 in
stockholders' deficit.

PureDepth has funded operations from inception through October 31,
2009, primarily through the sale and exercise of common stock and
warrants, the sale of convertible notes and the use of advance,
non-refundable payments of licensing fees.  In the nine months
ended October 31, 2009, net cash used by operating activities was
$3.6 million and an additional $600,000 was used for investment in
fixed assets and intellectual property.  In the nine months ended
October 31, 2008, net cash provided by operating activities was
$4.5 million.  An additional $3.8 million was provided by
financing activities and $300,000 was used for the purchases of
fixed assets and expenditures for intellectual property.
PureDepth's operating and asset purchasing activity during the
nine months ended October 31, 2009 was primarily funded by
available cash of $7.3 million at January 31, 2009.  PureDepth's
operating and asset purchasing activities in the nine months ended
October 31, 2008 were primarily funded by available cash of
$400,000, the receipt of $10.0 million in advance, non-refundable
payments of license fees and the issuance of $3.8 million in
secured convertible notes.  PureDepth expects the cash balance of
$4.0 million at October 31, 2009 to be adequate to fund operations
in the fiscal year ending 2010.

A full-text copy of PureDepth's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4bb9

PureDepth, Inc., along with its wholly owned subsidiaries,
PureDepth Limited, PureDepth Incorporated Limited, PureDepth Japan
KK, and predecessor parent entity, Deep Video Imaging Limited,
develops, markets, licenses, and supports multi-layer display
technology.  The Company also sells prototype MLD-enabled display
devices and related components that it manufactures.  The
Company's technology has application in industries and markets
where LCD monitors and displays are utilized including location
based entertainment, computer monitors, telecommunications, mobile
phones and other hand held devices.


QUEST RESOURCE: Board Approves Grants of Stock Bonus Awards
-----------------------------------------------------------
The board of directors of Quest Resource Corporation approved on
December 7, 2009, grants of stock bonus awards under QRC's 2005
Omnibus Stock Award Plan to certain key employees, including David
Lawler, QRC's principal executive officer, Eddie LeBlanc, QRC's
principal financial officer, and Jack Collins and Richard Marlin,
two of QRC's named executive officers, to become vested and
payable either in five separate tranches or four separate tranches
based on whether an employee has 18 or more months of service with
QRC or any of its affiliates or less than 18 months of service
with any Quest Entity, respectively.

The awards to Messrs. Lawler, LeBlanc, Collins and Marlin vest as
follows:

     -- David Lawler: a total of 182,609 bonus shares, to vest
        1/5 on each of December 23, 2009, September 23, 2010,
        September 23, 2011, September 23, 2012 and September 23,
        2013;

     -- Eddie LeBlanc: a total of 121,739 bonus shares, to vest
        1/4 on each of September 23, 2010, September 23, 2011,
        September 23, 2012 and September 23, 2013;

     -- Jack Collins: a total of 104,348 bonus shares, to vest
        1/5 on each of December 23, 2009, September 23, 2010,
        September 23, 2011, September 23, 2012 and September 23,
        2013; and

     -- Richard Marlin: a total of 69,565 bonus shares, to vest
        1/5 on each of December 23, 2009, September 23, 2010,
        September 23, 2011, September 23, 2012 and September 23,
        2013.

                        QELP Phantom Units

On December 7, 2009, the conflicts committee of the board of
directors of Quest Energy GP, LLC, QELP's general partner,
approved grants of phantom unit awards under QELP's Long-Term
Incentive Plan to certain key employees, including Messrs. Lawler,
LeBlanc, Collins and Marlin, to become vested and payable either
in five separate tranches or four separate tranches based on
whether an employee has 18 or more months of service with any
Quest Entity or less than 18 months of service with any Quest
Entity, respectively.

The awards to Messrs. Lawler, LeBlanc, Collins and Marlin vest as
follows:

     -- David Lawler: a total of 165,268 phantom units, to vest
        1/5 on each of December 23, 2009, September 23, 2010,
        September 23, 2011, September 23, 2012 and September 23,
        2013;

     -- Eddie LeBlanc: a total of 110,178 phantom units, to vest
        1/4 on each of September 23, 2010, September 23, 2011,
        September 23, 2012 and September 23, 2013;

     -- Jack Collins: a total of 94,439 phantom units, to vest
        1/5 on each of December 23, 2009, September 23, 2010,
        September 23, 2011, September 23, 2012 and September 23,
        2013; and

     -- Richard Marlin: a total of 62,959 phantom units, to vest
        1/5 on each of December 23, 2009, September 23, 2010,
        September 23, 2011, September 23, 2012 and September 23,
        2013.

                       QMLP Restricted Units

On December 7, 2009, the board of directors of Quest Midstream GP,
LLC, the general partner of Quest Midstream Partners, L.P.,
approved grants of restricted unit awards to certain key
employees, including Messrs. Lawler, LeBlanc, Collins and Marlin,
to become vested and payable either in five separate tranches or
four separate tranches based on whether an employee has18 or more
months of service with any Quest Entity or less than 18 months of
service with any Quest Entity, respectively.

The awards to Messrs. Lawler, LeBlanc, Collins and Marlin vest as
follows:

     -- David Lawler: a total of 117,158 restricted units, to vest
        1/5 on each of December 23, 2009, September 23, 2010,
        September 23, 2011, September 23, 2012 and September 23,
        2013;

     -- Eddie LeBlanc: a total of 78,106 restricted units, to vest
        1/4 on each of September 23, 2010, September 23, 2011,
        September 23, 2012 and September 23, 2013;

     -- Jack Collins: a total of 66,948 restricted units, to vest
        1/5 on each of December 23, 2009, September 23, 2010,
        September 23, 2011, September 23, 2012 and September 23,
        2013; and

     -- Richard Marlin: a total of 44,632 restricted units, to
        vest 1/5 on each of December 23, 2009, September 23, 2010,
        September 23, 2011, September 23, 2012 and September 23,
        2013.

QRC, QEGP and QMGP awarded equity grants to key employees,
including Messrs. Lawler, LeBlanc, Collins and Marlin, via forms
of agreements, dated as of December 7, 2009.  Under the Award
Agreements, any employee whose employment is terminated (either by
a Quest Entity or by the employee) before a tranche's vesting date
will forfeit such employee's right to receive any nonvested
securities.

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net/, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

At September 30, 2009, the Company had $459,572,000 in total
assets against total current liabilities of $69,894,000, long-term
derivative financial instrument liabilities of $5,294,000, asset
retirement obligations of $6,346,000 and notes payable of
$302,535,000.  At September 30, 2009, the Company had accumulated
deficit of $383,423,000, total stockholders' deficit before non-
controlling interests of $84,263,000, non-controlling interests of
$159,766,000 and total equity of $75,503,000.

                            Recombination

Given the liquidity challenges facing the Company, Quest Midstream
and Quest Energy, each entity has undertaken a strategic review of
its assets and has evaluated and continues to evaluate
transactions to dispose of assets to raise additional funds for
operations or to repay indebtedness.  On July 2, 2009, QRCP, Quest
Midstream, Quest Energy and other parties thereto entered into an
Agreement and Plan of Merger pursuant to which, following a series
of mergers and an entity conversion, QRCP, Quest Energy and the
successor to Quest Midstream will become wholly-owned subsidiaries
of PostRock Energy Corporation, a new, publicly traded
corporation.  On October 2, 2009, the Merger Agreement was amended
to, among other things, reflect certain technical changes as the
result of an internal restructuring.

                           Going Concern

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.


QUEST RESOURCE: Cherokee Loan Maturity Extended to December 17
--------------------------------------------------------------
Quest Cherokee, LLC, Quest Energy Partners, L.P., and Quest
Cherokee Oilfield Service, LLC, on December 7, 2009, entered into
a Seventh Amendment to Second Lien Senior Term Loan Agreement to
extend the maturity date of the Second Lien Senior Term Loan
Agreement, as amended, from December 7, 2009 to December 17, 2009.
The Seventh Amendment is among Quest Cherokee, as borrower, QELP,
QCOS and STP Newco, Inc., as guarantors, Royal Bank of Canada, as
administrative agent and collateral agent, KeyBank National
Association, as syndication agent, Societe Generale, as
documentation agent, and the lenders party thereto. The effective
date of the Seventh Amendment is December 7, 2009.

A full-text copy of the Seventh Amendment is available at no
charge at http://ResearchArchives.com/t/s?4bb0

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net/, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

At September 30, 2009, the Company had $459,572,000 in total
assets against total current liabilities of $69,894,000, long-term
derivative financial instrument liabilities of $5,294,000, asset
retirement obligations of $6,346,000 and notes payable of
$302,535,000.  At September 30, 2009, the Company had accumulated
deficit of $383,423,000, total stockholders' deficit before non-
controlling interests of $84,263,000, non-controlling interests of
$159,766,000 and total equity of $75,503,000.

                            Recombination

Given the liquidity challenges facing the Company, Quest Midstream
and Quest Energy, each entity has undertaken a strategic review of
its assets and has evaluated and continues to evaluate
transactions to dispose of assets to raise additional funds for
operations or to repay indebtedness.  On July 2, 2009, QRCP, Quest
Midstream, Quest Energy and other parties thereto entered into an
Agreement and Plan of Merger pursuant to which, following a series
of mergers and an entity conversion, QRCP, Quest Energy and the
successor to Quest Midstream will become wholly-owned subsidiaries
of PostRock Energy Corporation, a new, publicly traded
corporation.  On October 2, 2009, the Merger Agreement was amended
to, among other things, reflect certain technical changes as the
result of an internal restructuring.

                           Going Concern

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.


QUEST RESOURCE: Inks Employment Agreement With CFO Eddie LeBlanc
----------------------------------------------------------------
Quest Resource Corporation on December 7, 2009, entered into an
Employment Agreement with Eddie LeBlanc, QRC's Chief Financial
Officer.  The Employment Agreement has an initial term that ends
on December 6, 2012.  Upon expiration of the Initial Term, the
Employment Agreement will automatically continue for successive
one-year terms, unless earlier terminated in accordance with the
Employment Agreement.  However, if the Recombination does not
occur by December 6, 2010, the Initial Term will end December 6,
2010, and if a Change in Control occurs prior to the
Recombination, the Initial Term will end on October 6, 2012.

Mr. LeBlanc's base salary is $300,000 per year. He is eligible to
participate in QRC's incentive bonus plan or program to the extent
such plan or program is established annually by QRC's board of
directors or compensation committee.  Mr. LeBlanc's bonus for
obtaining the target level of performance under such plan will not
be less than 42% of his base salary.

If Mr. LeBlanc terminates his employment with Good Reason (as
defined in the Employment Agreement) or if QRC terminates Mr.
LeBlanc's employment without "cause", QRC will pay to Mr. LeBlanc
(i) a payment equal to one month of his base salary, (ii) his base
salary for the remainder of the term, (iii) his pro rata portion
of any annual bonus to which he would have been entitled, and (iv)
his health insurance premium payments, if any, for the duration of
the COBRA continuation period or until he becomes eligible for
health insurance with a different employer.

If Mr. LeBlanc has suffered a disability and either QRC or Mr.
LeBlanc has terminated his employment, he will receive a lump-sum
payment of $300,000 and all compensation and benefits that accrued
and vested as of the date of such disability.  The Employment
Agreement also provides for restrictive covenants of non-
competition and non-solicitation during the term of the Employment
Agreement.

A full-text copy of the summary of the Employment Amendment is
available at no charge at http://ResearchArchives.com/t/s?4bb1

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net/, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

At September 30, 2009, the Company had $459,572,000 in total
assets against total current liabilities of $69,894,000, long-term
derivative financial instrument liabilities of $5,294,000, asset
retirement obligations of $6,346,000 and notes payable of
$302,535,000.  At September 30, 2009, the Company had accumulated
deficit of $383,423,000, total stockholders' deficit before non-
controlling interests of $84,263,000, non-controlling interests of
$159,766,000 and total equity of $75,503,000.

                            Recombination

Given the liquidity challenges facing the Company, Quest Midstream
and Quest Energy, each entity has undertaken a strategic review of
its assets and has evaluated and continues to evaluate
transactions to dispose of assets to raise additional funds for
operations or to repay indebtedness.  On July 2, 2009, QRCP, Quest
Midstream, Quest Energy and other parties thereto entered into an
Agreement and Plan of Merger pursuant to which, following a series
of mergers and an entity conversion, QRCP, Quest Energy and the
successor to Quest Midstream will become wholly-owned subsidiaries
of PostRock Energy Corporation, a new, publicly traded
corporation.  On October 2, 2009, the Merger Agreement was amended
to, among other things, reflect certain technical changes as the
result of an internal restructuring.

                           Going Concern

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.


READER'S DIGEST: Colt Telecom Confirms RD Selecciones Has No Debt
-----------------------------------------------------------------
Colt Telecom Espana, S.A.U., a company organized under the laws of
Spain, notifies the U.S. Bankruptcy Court for the Southern
District of New York and parties-in-interest that after verifying
the information in the company's system, neither The Reader's
Digest Association, Inc., nor the other Debtors are customers of
Colt Telecom.

However and though it is not in the list provided, Colt Telecom
discloses that Reader's Digest Selecciones S.A. is currently a
Colt Telecom customer, and that Reader's Digest Selecciones has no
debt with Colt Telecom.

               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: Creditors Want Payment for Sec. 503 Admin. Claim
-----------------------------------------------------------------
CBS Outernet Inc., pursuant to Section 503 of the Bankruptcy Code,
asks the Court to direct the Debtors to pay its administrative
expenses for actual, necessary costs and expenses incurred in
preserving the bankruptcy estates.

Jonathan M. Levine, Esq., at Cheifetz Iannitelli Marcolini, P.C.,
relates that on July 22, 2009, CBS and Reader's Digest entered
into a Grocery Network TV Advertising Agreement, whereby CBS
agreed to provide advertising services to the Debtor from
August 24, 2009, through August 30, 2009.

On August 24, 2009, the Debtors filed its petition under Chapter
11, and in accordance with the terms of the Agreement, CBS
continued to provide the required advertising services through the
August 30, Mr. Levine tells the Court.  He contends that CBS fully
complied with all provisions of the Agreement, but the Debtors
failed to pay CBS for the value of the advertising services.  He
says that Reader's Digest is indebted to CBS in the postpetition
amount of $3,750.

Mr. Levine argues that the Debtors should pay CBS an
administrative expense because the estates benefited from its
services.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


REGENT COMMUNICATIONS: S&P Affirms 'CCC' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Covington, Kentucky-based Regent Communications Inc. to negative
from developing.  At the same time, S&P affirmed its 'CCC'
corporate credit rating on the company, as well as its ratings on
the debt of subsidiary Regent Broadcasting LLC.

"The outlook revision reflects S&P's concern regarding Regent's
very limited liquidity and its potential need to access its
revolving credit facility in the first half of 2010, which is the
lower cash flow half," said Standard & Poor's credit analyst
Michael Altberg.

The company typically generates roughly two-thirds of its annual
free cash flow in the second half of the year.  The 'CCC' rating
reflects uncertainty surrounding Regent's ability to get a credit
amendment at terms that would provide ongoing covenant relief,
high debt leverage due to past acquisitions, some revenue and
profit concentration in two markets, and increased competition
from new media formats.

Regent is a radio station operator primarily focused on small and
midsize markets, with markets ranking in size from No.  50 to No.
150.  National advertising, a somewhat more volatile revenue
source than local advertising during the recession, accounts for
less than 15% of total revenue because of the company's small
market focus, compared to an average of about 20% to 25% for
large-market radio broadcasters.  Regent's station clusters are
primarily ranked No. 1 or No. 2 in their markets.  Its operating
performance is closely tied to the health of the radio advertising
markets of Buffalo, and Albany, N.Y., which account for a
significant portion of the company's revenue and cash flow.


ROCKET SCIENCE: Filed Chapter 7 Bankruptcy Protection
-----------------------------------------------------
The Deal reports that Rocket Science Laboratories LLC filed for
Chapter 7 bankruptcy protection in the U.S. Bankruptcy Court for
the Central District of California, listing $3.4 million in debt
and $288.20 in assets, including a $2.90 account balance with HSBC
Bank.  The Deal relates that some of the Debtor's largest
unsecured creditors are:

     -- Creative Management, owed about $380,000;
     -- the Hollywood Stock Exchange, owed about $110,571; and
     -- AFS Avid Financial, owed about $50,564.

Rocket Science Laboratories LLC is based in Encino, California.


RURAL/METRO CORP: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------------
On Dec. 11, 2009, Standard & Poor's Rating Services raised the
corporate credit rating on Rural/Metro Corp. to 'B+' from 'B' and
removed the ratings from CreditWatch where S&P placed them with
positive implications on Oct. 20, 2009.  The rating upgrade
reflects the completion of the previously announced refinancing
transaction, which extends the maturity of the senior credit
facility and gives the company the ability to continue to use its
free cash flow to reduce debt.  Since 2005, the company used
$64 million of internally generated funds to reduce its senior
secured debt.  In addition, the tender of the senior subordinated
notes reduces the complexity of the capital structure by
effectively eliminating the restricted payments basket provision
of the Holdco debt.

At the same time, S&P raised the issue level rating on the Holdco
senior discount notes to 'B' from 'CCC+'.  The upgraded rating
reflects the upgrade of the corporate credit rating and S&P's
revision of the recovery rating on this debt to '5' from '6',
reflecting improved recovery prospects because the senior
subordinated notes were removed from the capital structure.

The low-speculative-grade corporate credit rating on Scottsdale,
Arizona-based medical transport services company Rural/Metro
reflects the company's exposure to the ongoing uncertainty of
government reimbursement rates and sustainability of price
increases from commercial payors, relatively thin operating
margins, and high levels of uncompensated care.  The company's
financial risk profile reflects improved credit metrics,
liquidity, and a less complex capital structure following the
recent refinancing transaction.  Still, the company remains
aggressive.

Despite Rural/Metro's position as one of the largest commercial
providers of medical transport services, it operates in a highly
fragmented industry where it holds less than a 10% market share
and faces reimbursement risk.  The company generally contracts
with government entities, hospitals, nursing homes, and other
health care facilities to provide emergency and nonemergency
medically necessary ambulance transportation.  Rural/Metro also
provides fire protection services to residential and commercial
property owners (about 15% of revenue).

The company's aggressive financial risk profile reflects improved
credit metrics, liquidity, and capital structure.  Pro forma for
the refinancing, S&P expects lease-adjusted leverage to be about
5x and EBITDA interest coverage to be about 2x.  S&P expects pro
forma interest expense to be somewhat lower because the company is
refinancing the senior subordinated notes with lower cost senior
secured debt.  S&P expects funds from operations to debt to be
around 15%.  S&P expects credit metrics to gradually improve as
the company continues to use its free cash flow to reduce debt.


SIELOX INC: Incurs $2.2 Million Net Loss in Third Quarter
---------------------------------------------------------
Sielox, Inc. reported a net loss of $2.2 million on net revenues
of $5.5 million for the three months ended September 30, 2009,
compared with a net loss of $462,000 on net revenues of
$6.2 million for the same period last year.

The Company attributes the decrease in revenue from 2008 to 2009
primarily to a general downturn in the national economy.

The increase in net loss of is primarily related to the write down
of goodwill of $1.2 million, the partial write down of the Costar
trade name of $787,000 and the partial write down of the Sielox
trademark of $130,000.  As a percentage of total revenue, net loss
was 41.6% compared to 7.5% for the period ended September 30,
2008.

For the nine months ended September 30, 2009, the Company reported
a net loss of $3.4 million on net revenues of $15.3 million,
compared with a net loss of $925,000 on net revenues of
$20.0 million for the same period of 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $14.8 million in total assets, $6.5 million in total
liabilities, and $8.3 million in total stockholders' equity.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://researcharchives.com/t/s?4ba7

                       Going Concern Doubt

The Company has continued to incur losses and negative cash flows
from operations.  For the nine months ended September 30, 2009,
the Company incurred a net loss of approximately $3.4 million and
negative cash flows from operations of approximately $1.9 million.
As of September 30, 2009, the Company had an accumulated deficit
of approximately $143.3 million and outstanding debt in the amount
of $3.1 million from a line of credit which expires on August 25,
2010.  The Company's management is aware that its current cash
resources may not be adequate to fund its operations over the next
year.

The general economic slowdown has negatively impacted demand for
the Company's products, thereby limiting the ability of the
Company to improve its liquidity through increased sales.  These
conditions, among others, raise substantial doubt as to the
Company's ability to continue as a going concern.

                        About Sielox, Inc.

Based in  Runnemede, New Jersey, Sielox, Inc. (OTC: SLXN) --
http://sieloxinc.com/-- develops, designs and distributes a range
of security solution products such as surveillance cameras,
lenses, digital video recorders, high speed domes and access
control systems.  The Company also develop, designs and
distributes industrial vision products to observe repetitive
production and assembly lines, thereby increasing efficiency by
detecting faults in the production process.


SIX FLAGS: Wins Approval of Disclosure Statement
------------------------------------------------
Six Flags Inc. inched a step closer to emerging from Chapter 11 on
Friday, with a bankruptcy judge reportedly signing off on the
amusement park operator's disclosure statement, according to
Law360 and Bloomberg News.

With the approval of the explanatory disclosure statement, Six
Flags can begin soliciting votes on, then seek confirmation of,
its reorganization plan.

According to Bill Rochelle at Bloomberg, after breakup fees were
reduced, the judge approved agreements to provide $800 million in
exit financing and backstop a $450 million rights offering.

In broad terms, the Plan, as thrice amended, envisions new debt
financing and a rights offering that will repay the existing
secured debt in full, while allowing enhanced recoveries for
senior unsecured noteholders at both the Six Flags Inc. and Six
Flags Operations Inc. levels.  In this general sense, the Plan
incorporates the central features of an alternative plan put
forward by a committee of noteholders and the group has indicated
it will support the Plan.

The Plan provides for a recovery of 100.0% to holders of SFTP
Prepetition Credit Agreement Claims, a 100% recovery for the
holders of all Other Secured Claims, a 100% recovery for the
holders of Unsecured Claims against all Debtors other than SFO and
SFI, 31.2% to 47.1% to holders of SFO Unsecured Claims, 3.2% to
4.8% to holders of SFI Unsecured Claims, and no recovery for
holders of Funtime, Inc. Claims, Subordinated Securities Claims
and Preconfirmation Equity Interests in SFI.

A full-text copy of the disclosure statement to the third amended
reorganization plan is available for free at:

   http://bankrupt.com/misc/SixFlags_3rdAmndd_DiscStatement.pdf

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SOLUTIA INC: Discontinues Operations at Cologne, Germany
--------------------------------------------------------
Solutia Inc. announced it will discontinue manufacturing at its
plant in Cologne, Germany, effective as soon as practical.
Taminco N.V. will acquire certain assets and assume certain
contracts and commercial obligations relating to the
tetramethylthiuram disulfide (TMTD) and tetraethylthiuram
disulfide (TETD) products.  As a part of that transaction, Solutia
will continue to produce TMTD and TETD at Cologne for Taminco
during a transition period, which is expected to conclude by the
end of the first quarter 2010.  Solutia will continue to
manufacture and provide Perkacit DPTT to customers.

"Due to the emergence of lower cost competition, the TMTD and TETD
products manufactured by Solutia at Cologne are no longer
competitive on a global scale," said Mike Donnelly, president and
general manager, for Solutia's Technical Specialties business.
"This decision is consistent with Solutia's strategy to strengthen
core businesses that are market leaders with attractive margins
and a presence that spans the globe.  We will work to ensure the
employees impacted by this change are treated fairly, and will
help customers transition to a new supply arrangement with
Taminco."

Solutia's Technical Specialties segment offers advanced products
that meet or exceed rigorous specifications and are distributed
through a reliable, global manufacturing and supply system.  Its
products include specialty fluids and rubber chemicals that
improve durability, increase safety and enhance energy efficiency.
The service team works closely with customers to constantly
improve key performance and quality levels and to anticipate and
develop solutions to market challenges.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The Company and 15 debtor-affiliates filed for Chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  On November 29, 2007, the Court confirmed a consensual
reorganization plan for Solutia.  Solutia emerged from Chapter 11
protection February 28, 2008.  Solutia was represented by Kirkland
& Ellis LLP, and Blackwell Sanders LLP in the Chapter 11 case.
Akin Gump Strauss Hauer & Feld LLP represented the unsecured
creditors.  Solutia's $2.05 billion exit financing facility was
funded by Citigroup Global Markets Inc., Goldman Sachs Credit
Partners L.P., and Deutsche Bank Securities Inc.  The exit
financing is being used to pay certain creditors, and for ongoing
operations.

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

                           *     *     *

In October 2009, Standard & Poor's Ratings Services said that it
raised its ratings on reorganized Solutia Inc., including the
corporate credit rating, to 'B+' from 'B'.  The outlook is
positive.

Moody's also affirmed the 'B1' corporate family rating for
Solutia.  Moody's said the rating reflects the Company's high
leverage and weak, but improving, credit metrics along with the
uncertainty surrounding its environmental remediation activities.


SOLUTIA INC: Seeks Final Decree Closing Chapter 11 Cases
--------------------------------------------------------
Reorganized debtors Solutia Inc. and its units seek from the U.S.
Bankruptcy Court for the Southern District of New York a final
decree closing the Chapter 11 cases.

The Court confirmed the Debtors' Fifth Amended Joint Plan of
Reorganization on November 29, 2007.  The Plan became effective on
February 28, 2008.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
says the Reorganized Debtors have made their final distribution to
holders of Allowed Claims in this manner:

                                              Date of Initial
Class                        Treatment         Distribution
-----                        ---------       ---------------
Class 1                      Unimpaired          03/05/08
Priority Non-Tax Claim

Class 2                      Unimpaired       Effective Date
Secured Claims

Class 3                      Unimpaired       Effective Date
Senior Secured Note Claims

Class 4                      Unimpaired       Effective Date
Convenience Claims

Class 5                                       Effective Date
CPFilms Claims

Class 5                      Unimpaired             N/A
NRD Claims

Class 7                      Unimpaired             N/A
Insured Claims

Class 8                      Unimpaired             N/A
Tort Claims

Class 9                      Unimpaired             N/A
Legacy Site Claims

Class 10                     Unimpaired       Effective Date
Equity Interests in All
   Debtors Other than
   Solutia Inc.

Class 11                                      Effective Date
Monsanto Claims

Class 12                                      Effective Date
Noteholder Claims

Class 13                                      Effective Date
General Unsecured Claims

Class 14                                         03/14/08
Retiree Claim

Class 15                                            N/A
Pharmacia Claims

Class 16                                      Effective Date
Non-Debtor Intercompany
   Claims

Class 17                                            N/A
Debtor Intercompany Claims

Class 18                                            N/A
Axio Claims

Class 19                                         11/02/08
Security Claims

Class 20                                      Effective Date
Equity Interests in Solutia

Holders of Allowed CPFilms Claims have received cash in the
amount of their allowed claim, plus simple interest at a rate of
8% per annum, which accrued from the Petition Date through the
Effective Date.

Monsanto received 2,489,977 shares of New Common Stock;
$132,111,421 in cash; and an Allowed Administrative Claim for all
documented out-of-pocket Environmental Liabilities spent by
Monsanto related to the Retained Sites, and to the Shared Sites
in excess of $50,000,000 during the Chapter 11 cases.

Each holder of an Allowed Noteholder Claim received its pro rata
share, inclusive of the General Unsecured Claims, of the Stock
Pool.  In addition, each holder of an Allowed Noteholder Claim
received its pro rata share of 2% of the New Common Stock.  The
Distributions to holders of Allowed Noteholder Claims were
reduced on account of the Prepetition Indenture Charging Lien.

Each holder of an Allowed General Unsecured Claim received its
pro rata share, inclusive of the Noteholder Claims, of the Stock
Pool.

Reorganized Solutia contributed 1,221,492 shares of New Common
Stock to a trust established for the benefit of the Retirees
pursuant to and in accordance with the terms of the Retiree
Settlement Agreement.

Holders of Pharmacia Claims received Distributions in the form of
a limited indemnity and release under the Plan on account of
these claims.

The amount of each Allowed Non-Debtor Intercompany Claim was
reduced by 60%, and the remaining 40% of each Claim was
reinstated by virtue of book entries.

The Debtor Intercompany Claims were either (i) eliminated or
waived based on accounting entries in the Debtors' books and
records and other corporate activities by the Debtors in their
discretion, or (ii) discharged with no Distributions.

Holders of Axio Claims received no Distributions under the Plan
on account of these claims.

Holders of Security Claims received their pro rata share of the
Distributions provided to holders of Equity Interests in Solutia
in Class 20.

Each holder of common stock of Solutia received its pro rata
share of (i) 1% of New Common Stock, provided that the holder
owned at least 175 shares of Solutia common stock, which entitled
the holder to receive one whole share or New Common Stock, and
(ii) warrants, provided that the holder owned at least 24 shares
of Solutia common stock, which entitled the holder to receive a
Warrant.

The Debtors commenced the claims resolution process long before
the Plan was confirmed and this process was continued by the
Reorganized Debtors after the Effective Date.  Throughout the
course of the Chapter 11 cases and after filing multiple omnibus
claims objections and negotiating with numerous parties, the
Reorganized Debtors were able to significantly reduce the amount
of the Allowed Claims against their estates, Mr. Henes relates.

Moreover, since the Effective Date, the Court has considered and
granted all of the final fee applications submitted by the
professionals retained in these Chapter 11 cases.  The exact
amounts of fees and expenses submitted to and approved by the
Court is available at no charge at:

   http://bankrupt.com/misc/Solutia_Ch11FinalReport121009.pdf

The Reorganized Debtors submit that the Chapter 11 cases have
been fully administered and that the Court should therefore enter
a decree, pursuant to Section 350 of the Bankruptcy Code, closing
the Chapter 11 cases.  All claims to which the Reorganized
Debtors objected have been either disallowed or settled and paid.

Virtually every creditor of the Reorganized Debtors that was
entitled to receive distributions pursuant to the Plan has been
paid the distribution the creditor was entitled to be paid under
the Plan, Mr. Henes tells the Court.

According to the attached exhibits, the Reorganized Debtors made
total distributions of (i) $47,590,486 in cash distributions,
(ii) $33,329,872 in equity distributions, and (iii) $4,481,168 in
warrant distributions.

Lists of the approximate amounts of Distributions made by the
Reorganized Debtors to the various classes on account of Allowed
Claims are available at no charge at:

              * http://ResearchArchives.com/t/s?4b98
              * http://ResearchArchives.com/t/s?4b99
              * http://ResearchArchives.com/t/s?4b9a

The Reorganized Debtors will present the motion in a hearing to
be held on December 29, 2009, at 12:00 p.m.  Objections to the
request are due December 28.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The Company and 15 debtor-affiliates filed for Chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  On November 29, 2007, the Court confirmed a consensual
reorganization plan for Solutia.  Solutia emerged from Chapter 11
protection February 28, 2008.  Solutia was represented by Kirkland
& Ellis LLP, and Blackwell Sanders LLP in the Chapter 11 case.
Akin Gump Strauss Hauer & Feld LLP represented the unsecured
creditors.
Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

In October 2009, Standard & Poor's Ratings Services said that it
raised its ratings on reorganized Solutia Inc., including the
corporate credit rating, to 'B+' from 'B'.  The outlook is
positive.

Moody's also affirmed the 'B1' corporate family rating for
Solutia.  Moody's said the rating reflects the Company's high
leverage and weak, but improving, credit metrics along with the
uncertainty surrounding its environmental remediation activities.


SPA CHAKRA: Files for Bankruptcy, Plans to Sell Assets to Hercules
------------------------------------------------------------------
Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  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
(Bankr. S.D.N.Y. Case No. 09-17260).

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 Spa Chakra Inc.

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.

The Company filed a balance sheet showing assets of $28.4 million
and debt totaling $22.9 million.  The largest liability is a
$11.1 million loan from Hercules.


STANT PARENT: Has Until January 25 to File Chapter 11 Plan
----------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended Stant Parent Corporation, et al.'s
exclusive periods to file a Chapter 11 plan and to solicit
acceptances of that plan until January 25, 2010, and March 26,
2010.

Stant Corp. and five affiliated companies filed for Chapter 11
bankruptcy protection on July 27, 2009 (Bankr. D. Del. 09-12647).
Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Wilmington, Delaware, serve as the Debtors'
counsel.  In its petition, Stant Corp. listed $50 million to
$100 million in debts against $50 million to $100 million in
assets.


STATE OF CALIFORNIA: Probed Rating Agencies' Role in Fin'l Crisis
-----------------------------------------------------------------
Tess Stynes at Dow Jones Newswires reports that California
Attorney General Edmund G. Brown Jr. issued subpoenas to Standard
& Poor's Ratings Services, Moody's Investors Service, and Fitch
Ratings, ordering them to provide information on their ratings
processes.  Mr. Brown, says Dow Jones, started a probe into the
ratings agencies to find out whether they played a role in the
financial crisis and to determine whether the firms breached
California law.  Citing Mr. Brown, Dow Jones relates that the
agencies "put their seal of approval on high-risk mortgage-backed
securities, recklessly giving stellar ratings to shaky assets that
proved toxic to the entire financial system."


STATION CASINOS: Temporary Compromise Approved by Court
-------------------------------------------------------
Station Casinos Inc. obtained approval from the Bankruptcy Court
of an interim three-month settlement with FCP PropCo LLC in
connection with leases for four hotel casinos.

Station Casinos leases the casinos from debtor-affiliate Propco;
and the leased hotels are in turn operated by SCI and non-debtor
operating units.  The issue of the master lease has been a point
of contention among major stakeholders.  Lenders to the operating
companies contend the leases are in reality disguised financing
arrangements while lenders to PropCo contend they are bona fide
leases.  The PropCo's mortgage lenders assert that the contractual
relationship between the parties was structured as a lessor/lessee
because SCI would be forced to decide either to pay the scheduled
rent or reject the lease in its entirety.  Lenders to SCI said it
won't approve a cash collateral budget that provided for the
payment of rent under the master lease beginning in December 2009.

SCI said it had three alternatives: (1) proceeding with a non-
consensual cash collateral use, which would trigger to a contested
cash collateral fight, (2) reject the master lease, accompanied by
the surrender of the leased hotels; or (3) engage in discussions
with PropCo to try to reach an agreement.

The settlement calls for reducing monthly rent to PropCo to
$13.8 million from $21.4 million.  The difference will be paid in
cash if the master lease is subsequently assumed or will become
prepetition damage claims if the lease ultimately is rejected.

If the leases are rejected, the operating companies will continue
operating the casinos for five months after rejection, to afford
PropCo time to find another licensed operator of the casinos.   In
addition, in the event of a rejection of the master lease, PropCo
will hold an allowed, partially secured prepetition claim against
SCI for rejection damages in the amount of the deferred rent plus
the statutory lease rejection claim of $647,000,000.

The interim settlement is designed to afford the parties an
opportunity to work out a long-term settlement or limit adverse
effects if one side or the other wins outright in litigation.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Plan Exclusivity Extended Until March 25
---------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Station Casinos Inc.
won a March 25 extension of its exclusive period to propose a
Chapter 11 plan.  The exclusive period to solicit acceptances of
that plan was also extended through and including May 24, 2010.
Progress in the case has been held back by the dispute over the
issue of whether hotel casino leases should be recharacterized as
disguised security interests.

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)


SYNOVICS PHARMACEUTICALS: Cancels Registration of Common Stock
--------------------------------------------------------------
Synovics Pharmaceuticals, Inc., filed a Form 15 with the
Securities and Exchange Commission to cancel the registration of
its common stock.  Synovics said there are 221 holders of record
of its common stock as of December 10.

Based in Fort Lauderdale, Florida, Synovics Pharmaceuticals Inc.
(OTC BB: SYVC) -- http://www.bionutrics.com/-- through its
subsidiaries, engages in the development, manufacture, and
commercialization of generic over-the-counter (OTC) pharmaceutical
products and generic prescription drug products.  The company's
OTC product categories include analgesics, cough, cold,
antihistamines, asthma relief, and laxatives.  It also offers
private label solid dosage Rx products, including Estratest, a
product used by post-menopausal women.

Synovics Pharmaceuticals packages and distributes its private
label, or store brand OTC products to chain drug stores,
wholesalers, and distributors in the United States.  It has a
strategic partnership with Maneesh Pharmaceuticals Pvt. Ltd.  The
company was founded in 1983.  It was formerly known as Bionutrics
Inc.

Synovics Pharmaceuticals' balance sheet at July 31, 2009, showed
total assets of $18,767,220 and total liabilities of $19,540,253,
resulting in a stockholders' deficit of $773,033.

                        Going Concern Doubt

Miller Ellin & Company, LLP, in New York, expressed substantial
doubt about Synovics Pharmaceuticals, Inc.'s ability to continue
as a going concern after auditing the consolidated balance sheets
of the Company and its subsidiaries as of Oct. 31, 2008, and 2007
and the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended Oct. 31,
2008, 2007, and 2006.  The firm pointed out that the company has
negative working capital of $6,540,018 and has experienced
significant losses and negative cash flows.  The company incurred
net losses of $4,005,831, $20,857,884, $8,571,021, $2,911,260 and
$1,124,336, for the years ended Oct. 31, 2008, 2007, 2006, 2005,
and 2004.  As of Oct. 31, 2008, the Company's accumulated deficit
was $78,649,597.


TATANKA DEVELOPMENT: Court Sets Case Dismissal Hearing on Feb. 3
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Wyoming will
consider Bank of Jackson Hole's motion to dismiss the Chapter 11
case of Tatanka Development Company, LLC case on February 3, 2010,
at 8:30 a.m.  The hearing will be held before the Hon. Peter J.
McNiff in the Bankruptcy Courtroom at 2120 Capitol Avenue, 8th
Floor, in Cheyenne, Wyoming.  Objections, if any, are due 7 days
prior to the scheduled hearing.

Holland & Hart LLP, in behalf of BOJH, related that the Debtor
owes, as of November 18, 2009, $9,316,358.  The debt is secured
with two vacant lots and a single family dwelling in Jackson,
Wyoming.

BOJH asked the Court to dismiss the Debtor's case relating that:

   -- the Debtor lacks prospects for an effective reorganization;

   -- the sole purpose in filing was to take advantage of the
      automatic stay and prevent the foreclosure of the mortgages;
      and

   -- the House was transferred to the Debtor on the eve of the
      foreclosure sale, without consent or notice to frustrate
      BOJH's remedy for the Debtor's default.

Jackson, Wyoming-based Tatanka Development Company, LLC, filed for
Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D.
Wyo. Case No. 09-21174).  Mark E. Macy, Esq., at Macy Law Office,
P.C., assists the Company in its restructuring effort.  According
to the schedules, the Company has assets of $11,501,174, and total
debts of $6,231,627.


TAVERN ON THE GREEN: Streambank Selected to Market Assets
---------------------------------------------------------
Streambank, LLC, will lead the marketing and sales efforts for
intangible assets of Tavern on the Green restaurant.

Streambank was retained by Tavern on the Green Limited
Partnership, which has operated the iconic restaurant under a
concession agreement with the city of New York since 1974.  The
Partnership filed voluntary Chapter 11 bankruptcy petitions in
September, after the city announced its intention to enter into a
new concession agreement with another operator at the end of
Tavern's current term.  Streambank's retention is subject to
Bankruptcy Court approval.

Among the available IP assets is the Tavern on the Green trademark
and goodwill.  Other assets include a website, URL and customer
data.  Ownership of the Tavern on the Green name is the subject of
a pending litigation between the City of New York and the
Partnership.  The case is pending before the Federal District
Court and is expected to be heard later this month.

"Few restaurants in the United States or perhaps the world rival
Tavern on the Green in terms of brand recognition," said Gabe
Fried, Managing Member and Founder, Streambank, LLC.  "This is a
truly unique and valuable IP portfolio, for which there are
numerous possible applications such as franchising, catering,
prepared foods, cook books and much more.  This is a unique
opportunity and we believe there will be substantial interest in
the marketplace for these assets."

"We are pleased to have engaged Streambank to assist us in
maximizing the value of these assets for the benefit of the
company's estate and creditors," said Michael Desiderio, Tavern on
the Green's President and Chief Operations Officer.  "Streambank's
combined IP and bankruptcy experience will prove to be valuable in
this process."

The marketing of Tavern on the Green's trademark and goodwill
assets is underway.  An auction date will be determined in the
near future.

                    About Tavern on the Green

Tavern on the Green opened in 1934, in an 1870 Victorian Gothic
structure on the west side of Central Park.  Over the next 40
years, a succession of management companies operated the
restaurant, which underwent several renovations and expansions.
Deteriorating facilities led to a decline and forced the
restaurant's closure in 1974. Shortly thereafter, restaurateur
Warner LeRoy acquired the lease and implemented a $10 million
renovation, reopening the landmark eatery in August 1976.
Described as offering a dazzling dining experience in a fantasy-
like setting, Tavern on the Green became, and has remained, a
favored destination and the setting for many of New York's most
prestigious events, including charity and political functions,
Broadway openings and international film premieres.


TAYLOR BEAN: Bruce Layman & Bill Maloney Joined Board
-----------------------------------------------------
Susan Latham Carr at CALA.com reports that XRoads Solutions Group
principal Bruce Layman and Bill Maloney, a partner with Tatum LLC,
were appointed as new board members of Taylor, Bean & Whitaker
Mortgage Corp.  Messrs. Layman and Maloney have experience in
corporate restructuring and bankruptcy, says CALA.com.

According to CALA.com, Mr. Maloney, a court-approved Chapter 11
trustee in Florida's Middle District, has been with Tatum in St.
Petersburg for the past 10 years, and has served as a chief
executive officer, chief financial officer and chief restructuring
officer of a number of distressed companies.  He has brought
several companies through bankruptcy, CALA.com states.  Before
Tatum, Mr. Maloney held senior financial and operating jobs with
portfolio companies of private equity firms Dyson Kissner Moran
(NEOAX), Freeman & Spogli (EnviroSource) and Chilmark Partners
(Indesco International).  Mr. Maloney held executive financial
positions at Chiquita Brands and Paramount Communications,
formerly Gulf and Western Industries.  He was a senior manager at
PricewaterhouseCoopers.  He is a certified valuation analyst,
former member of the Florida Institute of Certified Public
Accountants Board of Governors, and is a licensed certified public
accountant in Florida and New York.

Mr. Layman, CALA.com relates, is a new principal at XRoads, a
consulting firm that specializes in working with distressed
companies and representatives of debtors and creditors.  Mr.
Layman has 24 years experience in the corporate restructuring
field.  He headed the U.S. corporate restructuring group of a
major Canadian Bank and has served on the board of directors of a
number of firms.  According to CALA.com, Mr. Layman has experience
in restaurants, entertainment, manufacturing, telecommunications
and real estate, among other industries.

                  About Taylor, Bean & Whitaker

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.


TAYLOR-WHARTON: Section 341(a) Meeting Slated for December 29
-------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in Taylor-Wharton International,
LLC and its debtor-affiliates' Chapter 11 cases on December 29,
2009, at 1:00 p.m.  The meeting will be held at J. Caleb Boggs
Federal Building, 2nd Floor, Room 2112, Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the 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.

Taylor-Wharton International, LLC, is the world's leading
technology, service and manufacturing network for gas applications
involving pressure vessels and precision valves.  Taylor-Wharton
International operates three complementary businesses from 16
manufacturing, sales, warehouse and service facilities in six
countries on four continents, and markets its products in over 80
countries worldwide.

The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. Delaware Case No. 09-14089).  The
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

These affiliates of the Company also filed separate Chapter 11
petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.


TELKONET INC: Amends 2008 Annual & 2009 Quarterly Reports
---------------------------------------------------------
Telkonet Inc. on Friday filed with the Securities and Exchange
Commission:

     -- Amendment No. 1 on Form 10-K/A to amend its annual report
        on Form 10-K for the fiscal year ended December 31, 2008
        as filed with the Securities and Exchange Commission on
        April 1, 2009.

        See http://ResearchArchives.com/t/s?4bba

     -- Amendment No. 1 on Form 10-Q/A to amend its quarterly
        report on Form 10-Q for the fiscal quarter ended June 30,
        2009 as filed with the Securities and Exchange Commission
        on August 14, 2009.

        See http://ResearchArchives.com/t/s?4bba

     -- Amendment No. 1 on Form 10-Q/A to amend its quarterly
        report on Form 10-Q for the fiscal quarter ended
        September 30, 2009 as filed with the Securities and
        Exchange Commission on November 16, 2009.

        See http://ResearchArchives.com/t/s?4bbb

The Company filed the Amendments in response to comments received
from the SEC.  The Amendments correct errors and provides
additional disclosure information.  The Amendments did not have
any material impact on the Company's financial results for the
applicable period.

The 10-K Amendment also indicates the Company's status as a
"smaller reporting company" as defined by Rule 12b-2 of the
Securities Exchange Act of 1934, and that its $0.001 par value
common stock is registered pursuant to Section 12(b) of the
Exchange Act.  The Company is no longer listed for trading on the
NYSE Amex, but is currently listed on the over-the-counter
bulletin board under the new ticker symbol "TKOI.OB."

                           Going Concern

The Company has reported a net income available to common
shareholders of $4,162,143 for the nine months ended September 30,
2009.  However, the Company has reported operating losses of
$1,816,354, excluding gains on derivative liabilities, impairment
of marketable securities and discontinued operations, for the nine
months ended September 30, 2009.  In addition, the Company has
reported an accumulated deficit of $110,639,175 and a working
capital deficit of $3,500,889 as of September 30, 2009.

The Company believes that anticipated revenues from operations
will be insufficient to satisfy its ongoing capital requirements
for at least the next 12 months.  If the Company's financial
resources from operations are insufficient, the Company will
require additional financing to execute its operating plan and
continue as a going concern.  The Company cannot predict whether
this additional financing will be in the form of equity or debt,
or be in another form.  The Company may not be able to obtain the
necessary additional capital on a timely basis, on acceptable
terms, or at all.  In any of these events, the Company may be
unable to implement its current plans for expansion, repay its
debt obligations as they become due, or respond to competitive
pressures, any of which circumstances would have a material
adverse effect on its business, prospects, financial condition and
results of operations.

Management intends to raise capital through asset-based financing
or the sale of its stock in private placements.  Management
believes that with this financing, the Company will be able to
generate additional revenues that will allow the Company to
continue as a going concern.  There can be no assurance that the
Company will be successful in obtaining additional funding.

                        About Telkonet Inc.

Germantown, Maryland-based Telkonet, Inc. (PINKSHEETS: TKOI) --
http://www.telkonet.com/-- provides integrated, centrally managed
energy management and SmartGrid networking solutions that improve
energy efficiency and reduce the demand for new energy generation.
The Company's energy management systems, aimed at the hospitality,
commercial, government, healthcare and education markets, are
dynamically lowering HVAC costs in over 160,000 rooms, and are an
integral part of various utilities' green energy efficiency and
rebate programs.  Primarily targeting SmartGrid and utility
applications, Telkonet's patented powerline communications (PLC)
platform delivers cost-effective, robust networking, with real-
time online monitoring and maintenance capabilities, increasing
the reliability and energy efficiency across the entire utility
grid.


TIMOTHY HEATH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Timothy S. Heath
               Beth A. Heath
               4333 South Macon Court
               Santa Maria, CA 93455

Bankruptcy Case No.: 09-15235

Chapter 11 Petition Date: December 13, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtors' Counsel: Vaughn C. Taus, Esq.
                  1042 Pacific St, Ste D
                  San Luis Obispo, CA 93401
                  Tel: (805) 542-0155
                  Fax: (805) 542-0234
                  Email: tauslawyer@gmail.com

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

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

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

               http://bankrupt.com/misc/cacb09-15235.pdf

The petition was signed by the Joint Debtors.


TOUSA INC: Proposes Sale Agreement With G. Campana
--------------------------------------------------
Tousa Inc. and its units seek the Court's authority to enter into
an agreement for the sale of 60 condominium units located in a
property known as the Sidehill Subdivision, in Fort Collins,
Colorado, to Gino Campana for $540,000.

TOUSA Homes, Inc., contacted 42 potential buyers in an effort to
sell the 60 Sidehill Units.  Only Mr. Campana and another
potential purchaser offered to buy the Property.  The second
potential buyer offered $510,000, but subsequently retracted the
offer.


Mr. Campana is believed to be a local developer with significant
experience in the Colorado real estate market, where he has
constructed and developed custom homes, residential condominiums
and commercial real estate projects since the 1990s.  In this
light, the Debtors believe that Mr. Campana is ready, willing,
and able to close the transaction contemplated by the Purchase
Agreement as quickly as possible.

The other salient terms of the Purchase Agreement are:

  (a) Mr. Campana will acquire the Sidehill Condo Units together
      with all of the Seller's right, title and interest in all
      entitlements, easements, rights and privileges appurtenant
      to the Property.

  (b) Simultaneously with the last date on which the Purchase
      Agreement is executed by the parties, Mr. Campana will
      deposit with Land Title Guarantee Company as escrow agent,
      $25,000.  The balance of the purchase price will be paid
      at Closing.

  (c) TOUSA Homes will assume and assign to Mr. Campana any
      contracts and agreements with any governmental entity,
      agency or authority or utility company or district to the
      extent that those agreements or contracts relate to the
      Property.

The Debtors note that sale of property for less than $1 million
is typically accomplished via notice to certain parties in
accordance with Court-approved Non-Core Asset Sale Procedures.
In the present case, however, the Debtors' "borrowing base" value
of $688,840 attributed to the Sidehill Property exceeds the
proposed cash purchase price.  Thus, a separate motion for the
contemplated sale is necessary at this time, the Debtors explain.

The Court grants the Debtors' request.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Proposes to Sell Fla. Lot Assets to Starwood
-------------------------------------------------------
Debtors TOUSA Homes, Inc., and TOUSA Homes Florida, L.P., seek to
enter into an agreement with Starwood Land Ventures, L.L.C., for
the sale of substantially all of the Debtors' assets in the
Florida region, subject to higher and better bids.

The Florida Region, historically one of the Debtors' largest and
most significant regions, is comprised of five metropolitan
markets: Central Florida, Jacksonville, Southeast Florida,
Southwest Florida and Tampa/St. Petersburg.  The Debtors market
their homes primarily under the "Engle Homes" brand names
throughout the Florida region.

With the help of Lazard Freres & Co., the Debtors began to market
the Florida assets in February 2009.  They originally envisioned
selling all unfinished lots over a period of two to three years
on a community-by-community basis.  Several offers were received
for entire divisions of the Florida Region.  Starwood offered to
purchase substantially all unstarted lots within the entire
Florida Region that were not already under contract to other
parties.  Upon analysis, the Debtors determined Starwood's offer
would generate immediate cash inflow and will avoid long term
risks of decline in property value.

                    Purchase & Sale Agreement

Accordingly, in July 2009, after consultation with their major
creditor constituencies, the Debtor Sellers and Starwood entered
into a non-binding letter of intent with respect to the Florida
assets, whereby:

  1. Starwood would acquire 5,499 of the Sellers' unstarted lots
     within the Florida region, licenses, contract rights and
     liens relating to the Florida Region assets, all tangible
     and intangible property and 36 model homes in the Florida
     Region;

  2. Starwood would pay $64,070,000 for the Florida Property;
     and

  3. The sale of the Property would be subject to a Court-
     approved auction and sale process under Section 363 of the
     Bankruptcy Code.

After holding more negotiations on price and contract terms, the
parties entered into an Original Agreement on October 20, 2009,
under which the parties inked the requirement of an immediate
$2 million Earnest Money deposit under the transaction with
Starwood provided an exclusive 30-day due diligence period.

Upon the conclusion of the Due Diligence Period, Starwood
confirmed its intent to move forward with the Sale, as
memorialized in a First Amendment to the Sale Agreement.

Under the Agreement, Starwood has agreed to assume all certain
liabilities associated with the Property, including those related
to license and contract rights.

The contemplated transaction does not include a real property of
the Debtors located in the Regal Oaks Community, lots on which
homes have been completed, and lots on which the Sellers have
commenced vertical construction of homes.

A full-text copy of the TOUSA-Starwood Original PSA and the
corresponding First Amendment is available for free at:

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

                 Starwood as Stalking Horse Buyer

By entering into the PSA, Starwood has agreed to serve as the
stalking horse bidder for the Florida Property.  This essentially
means the sale of the Property is subject to an auction process.

As bid protections for the Stalking Horse Bidder, the parties
agree that Starwood will be entitled to break-up fees and
expenses reimbursement:

  -- Starwood will be entitled to an amount equal to 3% of the
     Purchase Price in the event the Debtors close the sale with
     another party other than Starwood.

  -- Starwood will be reimbursed for the lesser of (i) $250,000,
     or (ii) Starwood's actual out-of-pocket fees and expenses
     incurred to undertake its due diligence review of the
     Property.

                        Bidding Procedures

The parties' PSA contemplates certain bidding procedures that
will govern the submission of competing bids for the Property at
the Auction:

  * Potential bidders will be required to deliver to the
    Sellers an executed confidentiality agreement, some form of
    financial disclosure, and a preliminary proposal on the
    Debtors' assets.

  * A Qualified Bid must provide for the purchase by a Qualified
    Bidder of, at a minimum, substantially all of the Property
    and must be in a form generally on the same or more
    favorable terms in the aggregate to the Seller.  It must
    also be accompanied by a deposit equal to 10% of the amount
    of the bid.

  * All must be submitted to the Sellers so as to be received no
    later than 5:00 p.m. Eastern Time, on January 15, 2010.

  * If more than one Qualified Bid is received, the Sellers will
    conduct an auction on January 22, 2010.

  * The minimum initial overbid must represent a value greater
    than the sum of (i) the Purchase Price, plus (ii) the Break-
    Up Fee, plus (iii) the Expense Reimbursement, plus (iv)
    $1,000,000.  Bidding at the Auction will be increments of
    $500,000.

A full-text copy of the Bidding Procedures is available for free
at http://bankrupt.com/misc/TOUSA_FlordaAsstSaleBdngProc.pdf

                    Sale & Publication Notices

In accordance with notice requirements under Rule 2002 of the
Federal Rules of Bankruptcy Procedure, the Debtors propose to
serve a Sale Notice no later than December 23, 2009, to all
potential parties-in-interest.

The Debtors also seek to give public notice of the Sale to all
parties that may be interested in the Property.  They will cause
to publish on or before December 29, 2009, a Publication Notice
in the Naples Daily News, Naples Sun Times, Tampa Tribune,
Florida Times-Union, South Florida Sun-Sentinel, St. Petersburg
Times, Palm Beach Post, Miami Herald, Orlando Sentinel, South
Florida Business Journal and The Wall Street Journal (National
Edition).

The proposed forms of the Sale Notice and Publication Notice will
set forth the time, date and place of the Auction and the Sale
Hearing, as well as the deadline for filing objections to the
request.

                 Contract Assumption Procedures

To facilitate the sale, the Debtors also seek to assume and
assign certain contracts to the Buyer related to the Property.

The Debtors intend to serve a Contract Notice no later than
December 23, 2009, on the counterparties to the Contracts, the
Creditors Committee and the U.S. Trustee.

The Contract Notice will contain (1) the title of the Contract to
be assumed, (2) the name of the Contract counterparty, (3) any
applicable cure amounts, (4) identity of the proposed assignee,
(5) proposed form of order approving the assumption and
assignment of the Contract; and (6) deadline to object to the
proposed assumption.

Any objection to the Contract assumption must be in writing, must
set forth the basis of the objection, and must be served so as to
be received no later than January 24, 2010.

                        Sale is Warranted

The Debtors aver that the sale of the Florida Property is
consistent with their revised business strategy and will allow
them to obtain an immediate and certain infusion of cash
proceeds.

The Debtors seek to sell the Florida Property, free and clear of
all liens, claims and encumbrances.  They estimate that liens
assertable against the Property total about $1.6 million.  They
also believe all holders of claims and liens on the Property
could be compelled to accept a monetary satisfaction of their
interests.

Accordingly, the Debtors ask the Court to approve the Bidding
Procedures and the Sale and Publication Notice, and to schedule a
sale hearing for the Property.

At the sale hearing, the Debtors intend to urge the Court to:

  -- allow them to sell the Florida Assets, free and clear of
     all liens and claims;

  -- allow them to assume and assign relevant Contracts to the
     Buyer;

  -- authorize the Buyer's assumption of certain liabilities;
     and

  -- permit them to perform their obligations under the
     applicable agreement, with Starwood or any successful
     bidder.

                          Parties React

In separate filings, certain development districts and Verizon
Communications, Inc., asserted their opposition to the Debtors'
Sale Motion.

Islands at Doral III Community Development District, Islands at
Doral Townhomes Community Development District, and Monterra
Community Development District relate that they are holders of
first priority liens for special assessments levied to pay debt
service and operations and maintenance expenses of the Debtors.
The Development Districts assert that the assessments are liens
on real property of the Debtors that is proposed to be
transferred free and clear of liens, and are superpriority liens
in parity with ad valorem taxes.  The Development Districts
complain that the Debtors' Sale Motion and accompanying exhibits
fail to disclose whether the buyer would assume those
assessments.  Thus, to the extent the assessments are not being
assumed or fully satisfied, the Development Districts object to
the Sale Motion.

In a joinder, Country Greens Community Development District,
Greater Lakes/Sawgrass Bay Community Development District,
Heritage Landing Community Development District, Highland Meadows
Community Development District, Indigo Community Development
District, and Middle Village Community Development District adopt
the arguments set forth in Island at Doral's objection to the
Sale Motion.

Moreover, Verizon Communications and Verizon Global LLC note that
they are party to one or more telecommunication agreements with
the Debtors.  The Verizon Entities say that they do not oppose
the proposed Bidding Procedures, provided that to the extent any
of their Telecom Agreements with the Debtors are to be assumed
and assigned in connection with the contemplated sale, their
counsel, Katherine M. Sutcliffe Becker, Esq., at Stinson Morrison
Hecker LLP, in Washington D.C., should also receive a copy of the
Contract Notices.  In addition, to the extent any of the Telecom
Agreements are rejected, the Verizon Entities seek that the
notice of rejection be served on Ms. Sutcliffe as well.  The
Verizon Entities explain that if their counsel also receives a
copy of the Contract Notices, it will ensure that they receive
actual notice of the proposed assumption and assignment and are
able to timely respond.

The Court will consider approval of the Debtors' Bidding
Procedures on December 16, 2009.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Proposes to Supplement LLV-1 Settlement
--------------------------------------------------
TOUSA Homes, Inc., LLV-1, L.L.C. and Credit Suisse AG, Cayman
Islands Branch, seek to supplement a Bankruptcy Court-approved
Settlement Agreement on certain disputed escrowed funds.

The Original Settlement Agreement refers to the pact between
TOUSA Homes and LLV-1 as approved by the U.S. Bankruptcy Court
for the Southern District of Florida in September 2009.  The
Settlement reserves the parties' rights with respect to a pending
litigation in LLV-1's Chapter 11 case in the U.S. Bankruptcy
Court for the District of Nevada, concerning TOUSA Homes'
asserted secured claim against LLV-1 for the unpaid principal sum
of $7,558,603 owed to TOUSA Homes for the mass grading work TOUSA
Homes performed as general contractor on the Lake Las Vegas
Development.  The Pending Litigation is referred to as the
"Mechanic's Lien Action."

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates that before and after the entry of the
Settlement Agreement Order, the parties continued to explore and
engage in discussions to resolve the Mechanic's Lien Action.
Subsequently, the parties entered into a Supplement of the
Original Settlement Agreement.

The terms of the Supplement are:

  1. The Parties will file a stipulated judgment in the
     Mechanic's Lien Action, providing that:

      (i) LLV-1 and Credit Suisse stipulate that TOUSA Homes'
          Mechanic's Lien is valid, perfected, unapportioned and
          has senior priority relative to Credit Suisse on S-13,
          S-16A, S-17, Q-1-2, Q-1-3 and DD-1 of the Lake Las
          Vegas Development, and

     (ii) TOUSA Homes agrees to dismiss with prejudice all
          causes of action against Credit Suisse and LLV-1
          asserted in the Mechanic's Lien Action;

     provided that the dismissal will be without prejudice to
     TOUSA Homes' right to assert claims related to the amount
     and apportionment of the Mechanic's Lien Claim.

  2. Upon entry of the stipulated judgment in the Mechanic's
     Lien Action, TOUSA Homes will fully release LLV-1, Credit
     Suisse and certain lender parties from any and all claims
     or causes of action that were or could have been asserted,
     without limitation, in the Mechanic's Lien Action and the
     Mechanic's Lien Proof of Claim.  Nothing in the Supplement
     will release or affect LLV-1's rights with respect to the
     amount or the apportionment of the Mechanic's Lien Claim,
     Mechanic's Lien POC or the stipulated judgment.

  3. On the 14th day after the entry of orders approving the
     Supplement by both the Florida Court and the Nevada Court,
     TOUSA Homes will execute an amended parent map.

     LLV-1 and CW Capital Fund One, LLC, are subject to an
     agreement that contemplates the exchange of certain
     portions of land that are or may be subject to TOUSA Homes'
     Mechanic's Lien.  The Parties further agree that if, as and
     when an exchange of land takes place between LLV-1 and CW
     Capital, (i) TOUSA Homes will release, for no additional
     consideration, its Mechanic's Lien on the land conveyed to
     CW Capital and (ii) TOUSA Homes' Mechanic's Lien will
     attach to the land conveyed by CW Capital to LLV-1, free
     and clear of all consensual liens created by CW Capital.

  4. Upon execution of the Amended Parent Final Map by TOUSA
     Homes, LLV-1 and Credit Suisse, each of the parties will
     fully release and TOUSA Homes and its affiliates from any
     all claims or causes actions that were or could have been
     asserted in the Mechanic's Lien Action; provided that
     nothing in the Supplement will release TOUSA Homes from any
     claim or defense regarding the amount or the apportionment
     of the Mechanic's Lien or the Mechanic's Lien Proof of
     Claim, the stipulated judgment or the terms of the
     Supplement.

  5. The Supplement does not finally determine the amount or the
     apportionment of the Mechanic's Lien.  The Supplement
     provides that any disputes in connection with the amount of
     the Mechanic's Lien will be resolved pursuant to mandatory
     arbitration under the terms of the Supplement.

     Additionally, a detailed formula set forth in the
     Supplement will determine to what extent the Mechanic's
     Lien is allocable against any specific parcel.

  6. The Supplement is subject to and conditioned on the entry
     of orders approving the Supplement by the Florida Court and
     the Nevada Court.  The Supplement will be null and of no
     cause or effect in the event the approval orders are not
     entered on or before December 18, 2009.

The Debtors assert that the benefits of the Supplement outweigh
the prospects of continued litigation and the potential uncertain
results attendant to it.

A full-text copy of the Supplement to the LLV-1 Settlement
Agreement is available for free at:

     http://bankrupt.com/misc/TOUSA_Supplement_LLV1Pact.pdf

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRIPLE CROWN MEDIA: Court Confirms Plan; Exits Bankruptcy
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
December 8, 2009, approved the pre-arranged plan of reorganization
of Triple Crown Media, Inc., following a unanimous vote in favor
of the Plan by the Company's classes of claimants.  The Court
entered its order confirming the First Amended Joint Plan of
Reorganization Plan on December 8.

As of December 8, 2009, the Debtors consummated the reorganization
contemplated by the Plan and emerged from Chapter 11 bankruptcy
proceedings.  Upon the consummation of the Plan, the Company's
existing common stock was cancelled, and the Company issued an
aggregate of 95 of shares of common stock and reserved an
additional 5 shares of common stock for future issuance as
follows:

     -- The Company's approximately $35 million of second lien
        senior secured debt was exchanged for $10 million of new
        second lien secured notes and 90 shares of the new common
        stock of the reorganized Company. This exchange resulted
        in ownership of approximately 74% of the new common stock
        by funds managed by GoldenTree Asset Management, LP.

     -- The Company's approximately $27 million of existing
        convertible preferred stock was exchanged for 5 shares of
        the new common stock of the reorganized Company.

     -- The reorganized Company has reserved 5 shares of the new
        common stock for issuance under management compensation
        programs.

Pursuant to the Plan and the confirmation order, on the Effective
Date, the Company's debts of approximately $35 million under the
Replaced Second Lien Credit Facility were cancelled and replaced
by the Second Lien Note Agreement.

The Company's had assets of $34,624,987 and liabilities were
$87,222,472 as of November 30, 2009.

The Company's approximately $40 million of existing first lien
senior secured debt was assumed and reinstated by the reorganized
Company.  All other creditors of the Company were, or will be,
paid in full.

                        Departing Directors

Pursuant to the Plan, these individuals ceased to be directors of
the Company as of the Effective Date: Gerald N. Agranoff, James W.
Busby, Hilton H. Howell, Jr., Monte C. Johnson, and George E.
Nicholson.

Messrs. Agranoff, Busby, Johnson and Nicholson served on the Audit
Committee. Messrs. Johnson, Howell, Busby and Agranoff served on
the Nominating, Corporate Governance and Compensation Committees.
Mr. Howell served as the Chairman of the Board.

Pursuant to the Plan, these individuals became members of the
Company's Board of Directors as of the Effective Date: Ted S.
Lodge, Steve Shapiro, Thomas Stultz, and Paul B. Healy. Mr. Lodge
is a partner and Mr. Shapiro is a founding partner of GoldenTree
Asset Management, LP.

Robert S. Prather, Jr. is remaining as a director of the Company.

A full-text copy of the Confirmation Order is available at no
charge at http://ResearchArchives.com/t/s?4bb6

In accordance with the Plan, the Debtors entered into various
agreements.

   (A) Amendment No 6. to First Lien Credit Agreement

On the Effective Date, the Company, and its subsidiaries entered
into Amendment No. 6 to the First Lien Senior Secured Credit
Agreement with Deutsche Bank Trust Company Americas, as
administrative agent, and certain other lenders.

Under Amendment No. 6, the First Lien Senior Secured Credit
Agreement, dated as of December 30, 2005, was amended to, among
other things, increase the threshold of surplus cash that Triple
Crown Media, LLC must be holding during the first fiscal quarter
of calendar year 2010 before it would be forced to prepay certain
amounts owing under the First Lien Credit Agreement, add
references to the Second Lien Note Agreement and otherwise
incorporate changes necessitated by the Company's reorganization.

A full-text copy of Amendment No. 6 is available at no charge at:

                  http://ResearchArchives.com/t/s?4bb2

   (B) Second Lien Note Agreement

On the Effective Date, the Company entered into a Second Lien
Senior Secured Note Agreement among the Company, its subsidiaries,
Wilmington Trust FSB, as administrative and collateral agent, and
certain initial holders.

Under the Second Lien Note Agreement, the Company has issued notes
in an aggregate principal amount of $10,000,000. Pursuant to the
terms of the notes and the Second Lien Note Agreement, until an
event of default (as defined in the Second Lien Note Agreement),
the notes will bear interest at annual rate of 7.00%. Pursuant to
the Plan, the Second Lien Note Agreement supersedes and replaces
the Company's Second Lien Senior Secured Credit Agreement dated as
of December 30, 2005, under which the Company had approximately
$35 million in outstanding debt.  Accordingly, the Company
received no new proceeds from the Second Lien Note Agreement.

A full-text copy of the Second Lien Note Agreement is available at
no charge at http://ResearchArchives.com/t/s?4bb3

   (C) Intercreditor Agreement

On the Effective Date, the Company entered into the Amended and
Restated Intercreditor Agreement.  Among other things, the
Intercreditor Agreement governs the priority of the security
interests of the Company's first and second lien creditors, the
rights of the such creditors to enforce the Company's obligations
to such creditors, and the application of proceeds between the
creditors.  The Intercreditor Agreement supersedes and replaces
the Company's prior intercreditor agreement dated as of December
30, 2005.

A full-text copy of the Intercreditor Agreement is available at no
charge at http://ResearchArchives.com/t/s?4bb4

   (D) Stockholders Agreement

On the Effective Date, the Company entered into the Stockholders
Agreement with its stockholders.  The Stockholders Agreement,
among other things, (i) provides tag along rights to stockholders
in the event of certain share sales by the majority stockholders
(ii) provides drag along rights to the majority stockholders in
share sale transactions that will result in a change in control of
the Company; (iii) provides for registration rights, including
demand registration rights for the Majority Holders (as defined in
the Stockholders Agreement) and piggyback registration rights for
other stockholders party to the Stockholders Agreement; (iv)
imposes certain covenants on the Company, including covenants to
indemnify directors and officers and provide directors' and
officers' insurance, (v) provides for certain restrictions on
transfer of shares of common stock, and (vi) imposes
confidentiality restrictions on the stockholders.

A full-text copy of the Stockholders Agreement is available at no
charge at http://ResearchArchives.com/t/s?4bb5

                     About Triple Crown Media

Triple Crown Media, Inc., derives revenue from its Newspaper
Publishing operations.  The Company's Newspaper Publishing
operations derive revenue primarily from three sources: retail
advertising, circulation and classified advertising.  TCM's
Newspaper Publishing operations' advertising revenues are
primarily generated from local advertising.  TCM sold its GrayLink
Wireless segment on June 22, 2007.  The Company sold its Host
Collegiate Marketing segment and Host Association Management
Services segment on November 15, 2007.  TCM's sole remaining
operating segment consists of its Newspaper Publishing business.
This consists of the ownership and operation of six daily
newspapers and one weekly newspaper with a total daily circulation
as of June 30, 2008, of approximately 95,200 and a total Sunday
circulation as of June 30, 2008, of approximately 131,850.  Its
newspapers are characterized by their focus on the coverage of
local news and local sports.

Triple Crown Media Inc., together with affiliates, filed for
Chapter 11 on Sept. 14 (Bankr. D. Del. Case No. 09-13181).
Attorneys at Morris, Nichols, Arsht & Tunnel, represent the
Debtors in their restructuring effort.

Triple Crown had assets of $36,431,000 against debts of
$88,296,000 as of March 31, 2009.


TRONOX INC: In 'Active' Negotiations with Creditors on Plan
-----------------------------------------------------------
Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ), on behalf of
its affiliated debtors and debtors in possession announced that
it is engaged in active discussions on a term sheet that would
provide a framework for a Chapter 11 plan of reorganization.
The negotiations are with the Official Committee of Unsecured
Creditors, a group of holders of Tronox's 9.5% Unsecured Notes due
December 1, 2012 and the United States Attorney for the Southern
District of New York, acting on behalf of certain federal
government agencies.

The term sheet negotiations contemplate (i) debt financing
currently under negotiation and (ii) an equity commitment of $105
million by the Ad Hoc Noteholders.  These funding sources would be
used in part to provide $115 million to fund certain environmental
remediation trusts and a litigation trust that form part of a
comprehensive settlement of Tronox's legacy environmental
liabilities with the United States government.

Tronox continues to also pursue an auction to sell substantially
all of its assets pursuant to Section 363 of the Bankruptcy Code.
The Auction is scheduled for December 21, 2009, with a hearing to
approve the sale of Tronox's assets set for December 22, 2009.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: NJ Debtors Get Nod to Renew D&O Insurance Policy
---------------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Adamar of New
Jersey, Inc., and its affiliate, Manchester Mall, Inc., sought and
obtained the Bankruptcy Court's authority to renew a directors and
officers liability insurance policy covering Justice Gary S.
Stein, as Trustee/Conservator, and pay the associate premium of
$24,391, relating to the policy coverage through March 12, 2010.

Adamar of New Jersey, Inc., purchased the D&O Policy on Dec. 12,
2007, under which Justice Stein is an "Insured Person."  By
Dec. 12, 2008, the D&O Policy was extended for an additional
year.  It is now currently set to expire on December 12, 2009.

Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackensack, New Jersey, recounts that the Court entered
an order approving the Amended and Restated Purchase Agreement
and sale of substantially all of the New Jersey Debtors' assets
on November 4, 2009.  Under the Amended Agreement, closing on the
sale of all or substantially all of the New Jersey Debtors'
assets is scheduled to occur on the fourth business day, or an
earlier date as may be agreed to, after the date on which all
conditions to Closing have been satisfied or, if permissible,
waived by a party entitled to make a waiver or at other time as
certain parties may agree.  Subject to extension, the outside
closing date under the Amended Agreement is January 31, 2010.

Given the possibility that the Closing may not occur until after
December 12, 2009, pursuant to a December 2007 Conservator Order
of the New Jersey Casino Control Commission and N.J.S.A. 5:12-
130.1(f), Ms. Volkov points out that the New Jersey Debtors must
renew the D&O Policy and make the Premium Payment.

The New Jersey Debtors maintain that their renewal of the D&O
Policy and making the Premium Payment arguably are ordinary
course of business transactions, which do not require notice and
a hearing pursuant to Section 363(c) of the Bankruptcy Code.  To
avoid any doubt or future controversy, however, the New Jersey
Debtors seek the Court's permission to fulfill their obligations
under the Casino Control Act and the Conservator Order by
renewing the D&O Policy covering Justice Stein and making the
Premium Payment.

Failure to maintain the D&O Policy in violation of the
Conservator Order and New Jersey law likely would cause Justice
Stein to resign from his position as Trustee/Conservator, thereby
jeopardizing the New Jersey Debtors' ability to operate a casino
and to consummate the Amended Agreement, to which Justice Stein
is a signatory in his capacity as Trustee/Conservator, Ms. Volkov
tells Judge Wizmur.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate
a sale of the Atlantic City Resort and Casino to a group of
Investors-led by Carl Icahn.   Judge Judith H. Wizmur presides
over the cases.  Manchester Mall is a wholly owned subsidiary of
Adamar that owns and operates certain real property utilized in
the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: NJ Debtors Lease Decision Period Extended Feb. 23
----------------------------------------------------------------
Adamar of New Jersey, Inc., and its affiliate, Manchester Mall,
Inc. obtained from the bankruptcy court an extension of their time
to decide on leases until the earlier to occur of
February 23, 2010, or the Closing on the Amended and Restated
Purchase Agreement on the sale of substantially all of the New
Jersey Debtors' assets.

                   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: T. McCartney Named Las Vegas President
-----------------------------------------------------
Tropicana Las Vegas Inc. Chairman and CEO Alex Yemenidjian
appointed Thomas J. McCartney as President of the resort/casino
effective Dec. 14, 2009.  Mr. McCartney will oversee property
operations as Tropicana Las Vegas undergoes a $125,000,000 phase-
one renovation and rebranding.

"I am thrilled to have Tom join the Tropicana Las Vegas team,"
said Mr. Yemenidjian.  "He is truly a unique talent, and an
executive of his caliber will be instrumental to the operational
and physical transformation of our resort."

Mr. McCartney brings more than 27 years of industry experience to
his post at Tropicana Las Vegas.  He most recently served as
President and CEO of Planet Hollywood Resort & Casino, where he
supported the launch of 'PeepShow' and 'America's Got Talent.'
Prior to joining Planet Hollywood, Mr. McCartney spent 12 years
with MGM Mirage in senior leadership roles.  During his tenure
with MGM Mirage, Mr. McCartney opened New York New York and
spearheaded the Luxor's repositioning efforts.  Additionally,
Mr. McCartney spent 14 years at various Caesars World properties
including Caesars Atlantic City where he served as Vice President
of Hotel Operations.  His experience runs the gamut from hotel
operations and food and beverage, to property marketing and
strategic alliances.

Mr. McCartney is a member of the Starbucks National Advisory Board
of Licensees and the American Hotel Lodging Association.  He also
serves as board member for Three Square Food Bank, a non profit
organization that supports Southern Nevada.

                   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)


TRUMP ENTERTAINMENT: C. Icahn Buys Beal's Secured Claims
--------------------------------------------------------
Carl C. Icahn's affiliated entities have entered into an agreement
with Beal Bank and Beal Bank Nevada, pursuant to which the Icahn
entities have purchased a majority of the outstanding first lien
bank debt of Trump Entertainment Resorts Holdings, L.P., the owner
of the Trump Taj Mahal, Trump Plaza and Trump Marina properties in
Atlantic City, New Jersey.  Mr. Icahn and Beal Bank will jointly
prosecute the Plan of Reorganization which Beal Bank has proposed
to the court.  The addition of Mr. Icahn to the Beal team should
allay concerns and criticism over the ability of the Beal Plan to
move forward. Mr. Beal made the following statement: "We reached
out to Mr. Icahn to capitalize on his extensive experience both in
the gaming industry and in turning around troubled companies.  We
think that this team now has all of the tools necessary to quickly
and successfully emerge from bankruptcy and rebuild a best in
class operation."

Mr. Icahn made the following statement: "Despite the current
problems in Atlantic City I continue to have great faith in the
city's future.  I have successfully invested in, operated, and
restructured troubled gaming companies in the past, including
combining several bankrupt casinos to form American Casino &
Entertainment, (which was sold in 2008 for more than a $1 billion
profit) and am currently involved in the restructuring of
Tropicana Entertainment and the Fontainebleau Las Vegas.  I
believe that, while Trump's operations in Atlantic City have
potential, the economic uncertainty, changing competitive
landscape, and Trump's two bankruptcies in 5 years demands a
measured and conservative approach, including minimizing both
outstanding debt and the likelihood of a third bankruptcy.  This
conservative approach, which is the path suggested by the Beal
Plan, combined with an experienced operator, will create the best
outcome for all stakeholders, including customers, employees and
Atlantic City itself.  Therefore, we will support, and do
everything we can to ensure the success of, the Beal Plan.  The Ad
Hoc Committee's Plan, on the other hand, is a "roll of the dice"
to re-leverage these operations which may well turn into a
roundtrip ticket to bankruptcy court.  The Beal Plan offers a new
Trump Casino with no debt that will be able to weather the current
economic turmoil."

Meanwhile, Donald J. Trump and the ad hoc group of holders of 8
1/2% Senior Secured Notes due 2015 filed with the U.S. Bankruptcy
Court separate objections to the Amended Disclosure Statement in
regards to the Joint Chapter 11 Plan filed by Beal Bank and Beal
Bank Nevada, BankruptcyData reports.

                   About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TUMBLEWEED INC: Court to Consider Chapter 11 Plan on December 22
----------------------------------------------------------------
The Hon. Thomas H. Fulton of the U.S. Bankruptcy Court for Western
District of California has set the confirmation hearing on the
Chapter 11 Plan of Tumbleweed, Inc. and Custom Food Solutions LLC,
on December 22, 2009, at 10:00 a.m.  Objections, if any, are due
on December 15, 2009.

The Court approved the adequacy of information in the disclosure
statement explaining the Chapter 11 Plan.

As reported in the Troubled Company Reporter on Nov. 23, 2009,
according to the Disclosure Statement, the Plan contemplates the
conveyance of the assets of the Debtors to Tumbleweed, LLC, a
Kentucky limited liability company, which will be wholly-owned by
a Kentucky limited liability company known as TWIN Management,
LLC.  The Plan is premised upon TWIN merging with the acquiring
company.  On the effective date, or as soon as practical, the
assets of Tumbleweed and CFS will be conveyed and assigned to the
acquiring company, which will assume the obligations under the
GEFF Restructure Documents, the Fifth Third Restructure Documents
and the other obligations contemplated by the Plan.  The Parent
Company will be owned by the controlling members of TWIN - Matt
Higgins, Mike Higgins and David Roth and his affiliates, who will
be compensated as: Matt Higgins will receive an annual base salary
of $265,000, plus standard executive benefits including use of a
company car, cellular phone service, health insurance and
applicable bonuses; Mike Higgins will receive an annual base
salary of $235,000, plus standard executive benefits including use
of a company car, cellular phone service, health insurance and
applicable bonuses; and David Roth and his affiliates will not
receive any compensation on account of their role in the parent
company.  After all distributions, Tumbleweed and CFS will be
dissolved pursuant to the Delaware General Corporation Law.

The Plan is the product of negotiations among the Debtors, GEFF,
Fifth Third, TW Indiana, LLC and other parties-in-interest.

Under the Plan, claims against and interests in the Debtors are
divided into different classes based on their similarity.  If the
Plan is confirmed by the Bankruptcy Court and consummated, on the
effective date or soon thereafter, the Debtors will make
distributions as provided in the Plan.  The Plan also provides for
distribution to certain unclassified claims as administrative
claims.

              Classification and Treatment of Claims

Class 1 - Administrative Claims - holders of a particular allowed
administrative claim, allowed administrative claims will be paid
in full in cash soon as practicable after the effective date.

Class 2 - GEFF Secured Claims - will be satisfied by the execution
and delivery of the GEFF Restructure Documents.

Class 3 - Fifth Third Secured Claims - will be satisfied by the
execution and delivery of the Fifth Third Restructure Documents.

Class 4 - Winmark Capital Corporation Secured Claim - will be
Reinstated by the Debtors' and acquiring company's continued
payment of obligations related thereto pursuant to the parties'
normal business terms, and assumed by the acquiring company on the
effective date to the extent that any obligations thereunder
remain outstanding.

Class 5 - General Unsecured Claims - the Debtors will, on the
later of (a) the effective date or (b) the date a claim becomes an
allowed class 5 claim, distribute to the holder of an allowed
class 5 claim the pro rata share of the class 5 distributable cash
to be distributed pursuant to the Plan in full satisfaction,
settlement, release and discharge of and in exchange for the
general unsecured claim.  The Debtors estimate that the total
amount of Claims participating in Class 5 will be $520,434.  The
Debtors estimate that upon entry of the confirmation order the
cash value of the class 5 distributable cash will be $52,000.

Class 6 - Unsecured Rejection Claims - the Debtors will, on the
later of (a) the effective date or (b) the date a Claim becomes an
allowed class 6 claim, distribute to the holder of an allowed
class 6 claim the pro rata share of the class 6 distributable cash
to be distributed pursuant to the Plan in full satisfaction,
settlement, release and discharge of and in exchange for the
Unsecured Rejection Claim.  The Debtors estimate that the total
amount of claims participating in Class 6 will be $487,727.  The
Debtors estimate that upon entry of the confirmation order the
cash value of the class 6 distributable cash will be $24,500.

Class 7 - Holders of Contested Claims will not receive or retain
any property under the Plan unless and until their claims are
proven, liquidated and allowed.  Upon a class 7 member's claim
becoming an allowed claim, it will receive treatment similar to
that of a class 5 claim.  For purposes of voting on the Plan,
holders of class 7 claims will be entitled to vote as members of
class 5; each holder being entitled to a single vote, and a Claim
value of $1.00.

Class 8 - Holders of Interests in Tumbleweed or CFS will not
receive or retain any property under the Plan on account of the
Interests.  On the effective date, all of the Tumbleweed stock
Interests and CFS membership Interests will be deemed cancelled
and extinguished.

Class 9 - consists of those claims in which the holder has either
obtained payment on account thereof during the course of the
Chapter 11 cases or agreed to have its claim satisfied by third-
party insurers of the Debtor.  Members of Class 9 will not receive
or retain any property under the Plan on account of the Claims.

The Plan also contemplates lump sum distributions to holders of
allowed claims, subject to modification by agreement prior to the
effective date between the Debtors and the holder of an allowed
claim.  In the event that the holder of an unsecured claim
becomes a holder of an allowed unsecured claim after the effective
date, the holder will receive its distribution within 30 days of
the date on which the claim became an allowed unsecured claim.

Notwithstanding any provision of the Plan, the Debtors or any
disbursing agent will not be required to make distributions or
payments of fractions of dollars.  Whenever any payment of a
fraction of a dollar under the Plan would otherwise be called for,
the actual payment may reflect a rounding of the fraction to the
nearest whole dollar (up or down), with half dollars or less being
rounded down.  Further, neither the Debtors nor any disbursing
agent will be required to distribute cash to the holder of an
allowed claim in an impaired class if the aggregate amount of cash
to be distributed on account of the claim is less than $5.00.

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

Headquartered in Louisville, Kentucky, Tumbleweed, Inc. --
http://www.tumbleweedrestaurant.com/-- together with Custom Food
Solutions LLC operate a chain of restaurants.

Tubleweed and Custom Food filed separate petitions for Chapter
11 relief on March 27, 2009 (Bankr. W.D. Ky. Case No. 09-31525 and
09-31526).  Ruby D. Fenton-Iler, Esq., at Borowitz & Goldsmith,
PLC, David M. Cantor, Esq., at Seiller Waterman LLC, and Gary L.
Jones, Esq., at Jones Law Offices, represent Tumbleweed, Inc., as
counsel.  The Debtor listed between $10 million and $50 million
each in assets and debts.


TUSCANY AT GARDEN OAKS: Filed for Bankruptcy
--------------------------------------------
westonlegal.com reports that Tuscany at Garden Oaks, the owners of
the Bella Terraza in Southwest Houston, had filed for bankruptcy
and shut without warning.  The source quoted a groom as saying, "I
absolutely believe that if they knowingly took money from people
without any intention of providing the services they were
guaranteeing them, then they absolutely deserve to be not only
removed from the business world, but be given a firm slap on the
wrist that says you are not allowed to be a part of this society."
According to the report, 11 News legal expert Gerald Treece said,
"I don't think criminal charges will come out of this.  But even
if they do, it's not going to help one of these families or one of
these young ladies get their money back."


TVI CORPORATION: Wins Confirmation Plan; IRT Created
----------------------------------------------------
Gerald P. Buccino, Chairman and CEO of Buccino & Associates, said
the Chapter 11 Reorganization Plan of TVI Corporation and its
wholly owned subsidiaries, CAPA Manufacturing Corp., Safety Tech
International, Inc. and Signature Special Event Services, Inc. was
approved by Judge Thomas Catliota, United States Bankruptcy Court,
District of Maryland, Greenbelt Division on December 8, 2009.
Buccino & Associates, Inc. served as Financial Advisor to the
Company.

As part of the Plan of Reorganization, the assets of Signature
Special Event Services, Inc. were sold to a third party buyer and
the assets and businesses of TVI Corporation and Safety Tech
International, Inc. were merged to create a new entity Immediate
Response Technologies, Inc.  IRT remains headquartered in Glenn
Dale, Maryland.  The project was led and managed by Christopher L.
Picone, Managing Director and by Gerard Buccino, Director.

IRT President and Chief Executive Officer Lt. Gen. Harley A.
Hughes, USAF (RET.) stated that the Buccino team's support, advice
and guidance were critical to TVI/IRT's successfully emerging from
Chapter 11 in less than nine (9) months.  Typical Chapter 11 cases
of this size generally take longer to complete.  General Hughes
also stated that he believes that Buccino & Associates have
established a standard of excellence for others to aspire to
equal. Thanks to the assistance and expertise of the Buccino team,
IRT is now more properly positioned to achieve its true growth
potential in the markets that it serves.

IRT designs, manufactures and supplies Decontamination, Command
and Control, Airborne Infection Isolation, and Mobile Surge
Capacity Shelters, Systems and Accessories including generators,
trailers and water heaters. IRT also offers a complete line of
NIOSH approved Powered Air Purifying Respirators (PAPR), with
multiple headpiece and other filter cartridge options. IRT
products serve a variety of markets, including the first
responder, fire, law enforcement, healthcare/first receiver,
government, military, industrial and commercial.

                      About TVI Corporation

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  The products
include powered air-purifying respirators, respiratory filters and
quick-erect shelter systems used for decontamination, hospital
surge systems and command and control.  The users of these
products include military and homeland defense/homeland security
customers.

The Company and two of its affiliates filed for Chapter 11
protection on April 1, 2009 (Bankr. D. Md. Lead Case No.
09-15677).  Christopher William Mahoney, Esq., Jeffrey W. Spear,
Esq., and Joel M. Walker, Esq., at Duane Morris LLP, represent the
Debtors in their restructuring efforts.  Alan M. Grochal, Esq.,
and Maria Ellena Chavez-Ruark, Esq., at Tydings and Rosenberg,
serve as counsel to the official committee of unsecured creditors.
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


UAL CORP: Plans Ties With All Nippon and Continental on Open Skies
------------------------------------------------------------------
All Nippon Airways plans to apply for antitrust immunity together
with United Air Lines, Inc., and Continental if an "open skies"
accord is reached between the United States and Japan, Reuters
reported on December 4, 2009.

The "open skies" accord could enable airlines to seek immunity
from antitrust enforcement, allowing them to work closely on
pricing, scheduling and marketing to boost sales and reduce
costs, Reuters explained.

Moreover, ties among Continental, United and ANA could boost
their combined annual earnings by tens of billions of yen,
Reuters noted, citing Nikkei Business Daily.  The Nikkei Business
Daily further reported that ANA would run airport counter
services in Japan for United and Continental, and United and
Continental would do the same for ANA in the United States,
Reuters added.

                          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: Records Best On-Time Performance for November
-------------------------------------------------------
United Air Lines, Inc., closed out a record-breaking November with
the best on-time performance since reporting to the Department of
Transportation began in October 1987.  United also tied its best
day for arrival performance on November 28, when more than 96% of
flights were on-time.

More than 91 percent of United's flights were on-time in November,
earning the company a first-place finish for the month.  United's
year-to-date performance solidly positions the company to contend
for first in 2009 among network carriers.

United has taken several steps to improve performance and better
serve customers.  During November, the company focused on planning
for the high volumes of holiday travel and unpredictable weather
by taking proactive measures, while building more support and
flexibility into operating schedules.

"Our performance improvement is a credit to all of our people,"
said John Tague, president of United Airlines.  "We set out this
year with a focus on the fundamentals of running a good airline,
and these efforts have paid off as we have consistently improved
the service we are providing our customers."

United launched its Arrival: 14 cash incentive program in January.
For every month that the company finishes first among its network
peers, employees earn a $100 payout.  If the company finishes
second or achieves its internal goal, employees earn $65.  Each of
United's 40,000 front-line employees will have earned $725 through
November for a total payout of $28.5 million.

                          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: Signs Separation Agreement With P. Lovejoy
----------------------------------------------------
Paul R. Lovejoy resigned as Senior Vice President, General
Counsel and Secretary of UAL Corporation and United Air Lines,
Inc., effective November 1, 2009.  On December 2, 2009, the Human
Resources Subcommittee of the UAL Board approved the terms of a
separation agreement with Mr. Lovejoy, and an agreement was
entered into by the parties on that date.

Pursuant to the terms of the agreement, Mr. Lovejoy will receive
certain benefits, including cash payments equal to 12 months of
his base salary plus his target annual incentive amount -- 60% of
base salary.  These payments will be made semimonthly until
October 31, 2010.  Mr. Lovejoy will also be paid for his unused
vacation for 2009 and his accrued vacation for 2010.

Consistent with the terms of the UAL Corporation 2006 Management
Equity Incentive Plan and 2008 Incentive Compensation Plan, Mr.
Lovejoy will forfeit all unvested cash incentive and equity-based
awards and will have until January 31, 2010, to exercise vested
stock options.  In addition, Mr. Lovejoy will receive
outplacement consulting services and continuation of certain
medical and life insurance benefits through October 31, 2010.

Mr. Lovejoy will receive these benefits in consideration for
agreeing to certain covenants in the agreement including non-
competition, non-solicitation and confidentiality covenants for
the benefit of the Company, as well as a general release of
claims.  Through October 31, 2010, Mr. Lovejoy has agreed to
cooperate with UAL with respect to any matter relating to matters
he was involved with while employed by UAL.

                          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.


UNBRIDLED ENERGY: Gets January 15 Extension of Forbearance Pact
---------------------------------------------------------------
Unbridled Energy Corporation says it has signed an Amendment to
the Forbearance Agreement with Huntington National Bank.  The Bank
has agreed to extend the maturity date of the Company's
outstanding bank loan from December 16, 2009 to January 15, 2010,
and to forbear from taking any further action to collect the bank
loan until at least January 15, 2010.

Unbridled Energy is an independent natural gas evaluation and
production company.  It specializes in exploring shale gas and
tight gas sands opportunities in the Eastern US Appalachian basin
and the Western Canadian Sedimentary basin in North America.  The
Company carries its exploration and production operations in the
following four petroleum and natural gas properties namely
Chambers Property (Canada), Tsuu T'ina First Nation Property
(Canada), Oil and Gas Property, New York and Oil and Gas Property,
Ohio. The company offices are located in Pittsburgh, Pennsylvania
and Calgary, Alberta.


UNIFI INC: Dillon Yarn Deal Extended for Another Year
-----------------------------------------------------
Unifi Manufacturing, Inc., a wholly owned subsidiary of Unifi,
Inc., and Dillon Yarn Corporation, on December 11, 2009, entered
into a Second Amendment to the Sales and Services Agreement dated
as of January 1, 2007.  The Amendment provides that effective
January 1, 2010, the term of the Agreement will be extended for a
one year term, which will expire on December 31, 2010, and the
consideration for the Sales Services and Transitional Services to
be provided by DYC to UMI during the one year term of the
Amendment shall be $1,300,000, paid in advance, in quarterly
installments of $325,000 each.

Stephen Wener, the Chairman of the Board of Directors of the
Registrant, is the President and Chief Executive Officer of DYC,
and together with his wife, beneficially owns 17.5% of the equity
interest in DYC.

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

                          About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service revised Unifi, Inc.'s ratings outlook to
stable from negative.  Moody's affirmed the company's Caa1
Corporate Family and Probability of Default Ratings, and the Caa2
rating on its senior secured notes due 2014.


UNIGENE LABORATORIES: Dismisses One Third of Workers
----------------------------------------------------
Unigene Laboratories, Inc., on December 8, 2009, reduced its
workforce by approximately one third through termination of
positions.  This action was part of the Company's plan to better
match resources with market demand and its strategic plan.  The
Company notified the 30 affected employees on December 8, 2009 and
the termination of their employment was effective that day.

Unigene will continue Fortical(R) production and will maintain all
of its core programs and partnered activities while decreasing
operating expenses by approximately $9 million to $10 million for
2010.  Since Unigene currently maintains an adequate inventory of
calcitonin and enzyme to support Fortical(R), the Company will
temporarily suspend manufacturing of those materials at its
Boonton facility.  However, the Company will maintain the cGMP
status of the facility and the ability to manufacture peptides at
that location. Implementation of the plan will result in an
immediate company-wide workforce reduction of approximately one-
third.  The plan further provides for salary reductions at all
levels, including senior management, and other cost savings.

The Company expects to record a charge of $500,000 in the fourth
quarter of 2009 in connection with the severance provided to
employees directly affected by this reduction in staffing and
expenses associated with restructuring consultants.  All of these
costs are expected to result in future cash expenditures.
Although the Company believes that its estimates are appropriate
and reasonable based on available information, actual results
could differ from these estimates.

As a result of the workforce reduction and other cost-saving
measures, and the anticipated decrease in related expenses, the
Company expects its fiscal year 2010 annual operating expenditures
to decrease by approximately $9 million to $10 million.

"This decision will allow us to better focus on our current needs
while operating more efficiently and significantly reducing our
burn rate," said Warren P. Levy, President and Chief Executive
Officer of Unigene.  "We believe that these steps will enable us
to meet the challenging demands of the current economic
environment, thereby better positioning us to meet our corporate
goals and increase shareholder value."

                       Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $25,838,000 in total assets and $56,333,000 in total
liabilities, resulting in a $30,495,000 shareholders' deficit.

"We need additional cash from increases in Fortical sales or
royalties, milestones from existing agreements or upfront payments
from new agreements or from financings in order to meet our near-
term obligations."  This raises substantial doubt about the
Company's ability to continue as a going concern.

The Company's independent registered public accounting firm has
added an explanatory paragraph to their audit opinion issued in
connection with the financial statements for each of the years
ended December 31, 2008, 2007, and 2006, concerning the
substantial doubt about Unigene Laboratories' ability to continue
as a going concern.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
--  is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.  Due to the size of the
worldwide osteoporosis market, Unigene is targeting its initial
efforts on developing calcitonin and PTH-based therapies.
Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline, worldwide rights for its
calcitonin manufacturing technology to Novartis and worldwide
rights (except for China) for its oral calcitonin program to Tarsa
Therapeutics, Inc.  Unigene's patented oral delivery technology
has successfully delivered, in preclinical and/or clinical trials,
various peptides including calcitonin, PTH and insulin.  Unigene's
patented manufacturing technology is designed to cost-effectively
produce peptides in quantities sufficient to support their
worldwide commercialization as oral or nasal therapeutics.


UNIVERSITY SHOPPES: Files List of Largest Unsecured Creditors
-------------------------------------------------------------
University Shoppes, LLC filed with the U.S. Bankruptcy Court for
the Southern District of Florida its list of largest unsecured
creditors.

A full-text copy of the list is available for free at:

http://bankrupt.com/misc/UniversityShoppes_listofunsecuredcreditor
s.pdf

Miami Lakes, Florida-based University Shoppes, LLC, has filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. S.D.
Fla. Case No. 09-35544).  Paul DeCailly, Esq., who has an office
in Tampa, Florida, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


UNIVERSITY SHOPPES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
University Shoppes, LLC filed with the U.S. Bankruptcy Court for
the Southern District of Florida its schedules of assets and
liabilities disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,000,000
  B. Personal Property            $1,586,024
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $25,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $396,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                    $17,586,024      $25,396,000

Miami Lakes, Florida-based University Shoppes, LLC, has filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. S.D.
Fla. Case No. 09-35544).  Paul DeCailly, Esq., who has an office
in Tampa, Florida, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


US AIRWAYS: Reports November Traffic Results
--------------------------------------------
US Airways Group, Inc., announced November and year-to-date 2009
traffic results.  Mainline revenue passenger miles (RPMs) for the
month were 4.2 billion, down 1.8 percent versus November 2008.
Capacity was 5.4 billion available seat miles (ASMs), down 1.3
percent versus November 2008.  Passenger load factor for the month
of November was 77.3 percent, down 0.4 points versus November
2008.

US Airways President Scott Kirby said, "Our November consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) decreased approximately two percent versus the same period
last year while total revenue per available seat mile was flat on
a year-over-year basis.  The revenue environment continues to show
core sequential improvement with strength in close-in bookings.
Additionally, both booked yields and corporate revenue are now up
on a year-over-year basis."

For the month of November, US Airways' preliminary on-time
performance as reported to the U.S. Department of Transportation
(DOT) was 87.9 percent with a completion factor of 99.5 percent.

These summarizes US Airways Group's traffic results for the month
and year-to-date ended November 30, 2009 and 2008, consisting of
mainline operated flights as well as US Airways Express flights
operated by wholly owned subsidiaries PSA Airlines and Piedmont
Airlines.

                       US Airways Mainline
                            November

                                2009        2008  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       3,362,926   3,527,771      (4.7)
Atlantic                         520,278     446,922      16.4
Latin                            298,366     283,461       5.3
                               ---------   ---------
Total                          4,181,570   4,258,154      (1.8)

Mainline Available Seat Miles (000)

Domestic                       4,284,458   4,440,688      (3.5)
Atlantic                         711,234     652,273       9.0
Latin                            412,057     388,099       6.2
                               ---------   ---------
Total                          5,407,749   5,481,060      (1.3)

Mainline Load Factor (%)

Domestic                            78.5        79.4  (0.9) pts
Atlantic                            73.2        68.5   4.7  pts
Latin                               72.4        73.0  (0.6) pts
                               ---------   ---------
Total Mainline Load Factor          77.3        77.7  (0.4) pts

Mainline Enplanements

Domestic                       3,538,427   3,722,459  (4.9)
Atlantic                         126,400     115,390   9.5
Latin                            238,092     234,918   1.4
                               ---------   ---------

Total Mainline Enplanements    3,902,919   4,072,767  (4.2)

                            YEAR TO DATE

                                2009        2008  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      40,790,631  44,131,022  (7.6)
Atlantic                       8,763,192   8,000,979   9.5
Latin                          3,849,037   3,781,817   1.8
                              ----------  ----------
Total                         53,402,860  55,913,818  (4.5)

Mainline Available Seat Miles (000)

Domestic                      48,869,862  53,466,299  (8.6)
Atlantic                      11,241,890  10,269,610   9.5
Latin                          4,954,983   4,614,460   7.4
                              ----------  ----------
Total                         65,066,735  68,350,369  (4.8)

Mainline Load Factor (%)

Domestic                        83.5         82.5      1.0  pts
Atlantic                        78.0         77.9      0.1 pts
Latin                           77.7         82.0     (4.3) pts
                             ----------  ----------
Total                            82.1         81.8      0.3  pts

Mainline Enplanements

Domestic                     41,668,069   45,338,831  (8.1)
Atlantic                      2,223,940    2,053,905   8.3
Latin                         3,112,400    3,095,133   0.6
                             ----------   ----------
Total                        47,004,409   50,487,869  (6.9)

                       US Airways Express
               (Piedmont Airlines, PSA Airlines)
                           November

                               2009        2008    % Change

Express Revenue Passenger Miles (000)
Domestic                        165,930     159,626     3.9

Express Available Seat Miles (000)
Domestic                        243,435     253,148    (3.8)

Express Load Factor (%)
Domestic                           68.2        63.1     5.1  pts

Express Enplanements
Domestic                        630,901     591,834     6.6


                          YEAR TO DATE

                               2009        2008   % Change

Express Revenue Passenger Miles (000)
Domestic                      1,966,864   2,005,817   (1.9)

Express Available Seat Miles (000)
Domestic                      2,885,461   2,988,012   (3.4)

Express Load Factor (%)
Domestic                           68.2        67.1    1.1 pts

Express Enplanements
Domestic                      7,304,993   7,237,242    0.9

            Consolidated US Airways Group, Inc.
                        November

                                  2009         2008  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      3,528,856    3,687,397    (4.3)
Atlantic                        520,278      446,922    16.4
Latin                           298,366      283,461     5.3
                             ----------   ----------
Total                         4,347,500    4,417,780    (1.6)

Consolidated Available Seat Miles (000)

Domestic                      4,527,893    4,693,836    (3.5)
Atlantic                        711,234      652,273     9.0
Latin                           412,057      388,099     6.2
                             ----------   ----------
Total                         6,651,184    5,734,208    (1.4)

Consolidated Load Factor (%)

Domestic                           77.9        78.6  (0.7)  pts
Atlantic                           73.2        68.5   4.7   pts
Latin                              72.4        73.0  (0.6)  pts
                             ----------  ----------
Total                              76.9        77.0  (01)   pts

Consolidated Enplanements

Domestic                      4,168,328   4,314,293    (3.4)
Atlantic                        126,400     115,390     9.5
Latin                           238,092     234,918     1.4
                             ----------  ----------
Total                         4,533,820   4,664,601    (2.8)

                         YEAR TO DATE

                                  2009        2008  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     42,757,495   46,136,839  (7.3)
Atlantic                      8,763,192    8,000,979   9.5
Latin                         3,849,037    3,781,817   1.8
                             ----------   ----------
Total                        55,369,724   57,919,635 (4.4)

Consolidated Available Seat Miles (000)

Domestic                     51,755,323   56,454,311  (8.3)
Atlantic                     11,241,890   10,269,610   9.5
Latin                         4,954,983    4,614,460   7.4
                             ----------   ----------
Total                        67,952,196   71,338,381  (4.7)

Consolidated Load Factor (%)

Domestic                           82.6         81.7   0.9  pts
Atlantic                           78.0         77.9   0.1  pts
Latin                              77.7         82.0  (4.3) pts
                             ----------   ----------
Total Consolidated Load Factor     81.5         81.2   0.3  pts

Consolidated Enplanements

Domestic                     48,973,062    52,576,073 (6.9)
Atlantic                      2,223,940     2,053,905  8.3
Latin                         3,112,400     3,095,133  0.6
                             ----------    ----------
Total                        54,309,402    57,725,111 (5.9)

US Airways is also providing a brief update on notable company
accomplishments during the month of November:

   * Completed a series of transactions with key business
     partners designed to improve near-term and future
     liquidity.  The Company's actions include the deferral of
     54 Airbus aircraft previously scheduled for delivery
     between 2010 and 2012 that are now to be delivered in 2013
     and beyond.  The Company has also arranged credit
     facilities in the amount of $95 million and $180 million of
     aircraft financing commitments for the 2010 deliveries.  In
     addition, the Company has agreed with Barclays to
     permanently lower the monthly unrestricted cash condition
     precedent for the advance purchase of frequent flyer miles
     and defer for 14 months the amortization of $200 million
     advanced in connection with the previous purchase of miles.
     These transactions improve projected year-end 2009
     liquidity by approximately $150 million and generate, in
     aggregate, approximately $450 million of projected
     liquidity improvements by the end of 2010.

   * Announced that the airline will resume flights between
     Melbourne, Fla. and its Charlotte hub beginning Feb. 11,
     2010.  The three daily flights will be operated by wholly
     owned US Airways Express carrier PSA Airlines using 70-seat
     Bombardier CRJ700 regional jets.

   * Expanded choice for Dividend Miles redemption with the
     introduction of the new GoAwards program beginning
     January 6, 2010.  With these changes, customers will have
     access to last-seat availability, and will be able to combine
     Coach, First and Envoy cabins and dates at various mileage
     levels.  Specific details of the new award structure and
     mileage requirements for award travel worldwide are now
     available at www.usairways.com/goawards

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways
Express, operates more than 3,000 flights per day and serves more
than 190 communities in the U.S., Canada, Europe, the Middle
East, the Caribbean and Latin America.  The airline employs more
than 32,000 aviation professionals worldwide and is a member of
the Star Alliance network, which offers its customers more than
19,000 daily flights to 1,071 airports in 171 countries.
Together with its US Airways Express partners, the airline serves
approximately 80 million passengers each year and operates hubs
in Charlotte, N.C., Philadelphia and Phoenix, and a focus city at
Ronald Reagan Washington National Airport.  And for the eleventh
consecutive year, the airline received a Diamond Award for
maintenance training excellence from the Federal Aviation
Administration for its Charlotte hub line maintenance facility.
For more company information, visit usairways.com. (LCCG)

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Updates Financial Statements in Form 10-K
-----------------------------------------------------
US Airways Group, Inc., filed with the U.S. Securities and
Exchange Commission on December 3, 2009, a Current Report
updating the historical financial statements included in its
Annual Report on Form 10-K for the year ended December 31, 2008,
filed on February 18, 2009, to reflect changes in the Company's
accounting for convertible debt.  The financial statements also
include the reclassification of certain amounts from employee
benefit liabilities and other to deferred gains and credits, net,
both captions of which are included within total noncurrent
liabilities and deferred credits on the consolidated balance
sheets, which is consistent with the reclassification disclosed
in the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 2009.

As previously disclosed in the Company's 2008 Annual Report on
Form 10-K, in May 2008, the Financial Accounting Standards Board
issued FASB Staff Position Accounting Principles Board 14-1,
"Accounting for Convertible Debt Instruments That May Be Settled
in Cash upon Conversion (Including Partial Cash Settlement)."
FSP APB 14-1 applies to convertible debt instruments that, by
their stated terms, may be settled in cash (or other assets) upon
conversion, including partial cash settlement of the conversion
option.  FSP APB 14-1 requires bifurcation of the instrument into
a debt component that is initially recorded at fair value and an
equity component.  The difference between the fair value of the
debt component and the initial proceeds from issuance of the
instrument is recorded as a component of equity.  The liability
component of the debt instrument is accreted to par using the
effective yield method; accretion is reported as a component of
interest expense.  The equity component is not subsequently re-
valued as long as it continues to qualify for equity treatment.
FSP APB 14-1 must be applied retrospectively to previously issued
cash-settleable convertible instruments as well as prospectively
to newly issued instruments.  FSP APB 14-1 is effective for
fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years.

In September 2005, the Company issued a total of $144 million
principal amount of 7% Senior Convertible Notes due 2020.  As of
December 31, 2008, $74 million of principal amount remained
outstanding under the 7% notes.  The holders of these notes may
convert, at any time prior to the earlier of the business day
prior to the redemption date and the second business day
preceding the maturity date, any outstanding notes into shares of
the Company's common stock, at an initial conversion rate of
41.4508 shares of common stock per $1,000 principal amount of
notes (equivalent to an initial conversion price of approximately
$24.12 per share).  In lieu of delivery of shares of common stock
upon conversion of all or any portion of the 7% notes, the
Company may elect to pay cash or a combination of shares and cash
to holders surrendering notes for conversion.  The 7% notes are
subject to the provisions of FSP APB 14-1 since the 7% notes can
be settled in cash upon conversion.

The Company adopted FSP APB 14-1 on January 1, 2009.  The Company
concluded that the fair value of the equity component of its 7%
notes at the time of issuance in 2005 was $47 million.  Upon
retrospective application, the adoption resulted in a $29 million
increase in accumulated deficit at December 31, 2008, comprised
of non-cash interest expense of $17 million for the years 2005-
2008 and non-cash losses on debt extinguishment of $12 million
related to the partial conversion of certain of the 7% notes to
common stock in 2006.  At December 31, 2008, the carrying value
of the equity component was $40 million and the principal amount
of the outstanding 7% notes, the unamortized discount and the net
carrying value was $74 million, $11 million and $63 million.

Accordingly, USAir says, the Company is filing the Current Report
to reflect the impact of the adoption of FSP APB 14-1 on
previously issued financial statements and to reflect the balance
sheet reclassification.  This will permit the Company to
incorporate these financial statements by reference into future
SEC filings, the airline notes.

The Company relates that the Current Report does not reflect
events occurring after the filing of its 2008 Annual Report on
Form 10-K or modify or update any related disclosures.
Information in the Company's 2008 Annual Report on Form 10-K not
affected by the Current Report on Form 8-K is unchanged and
reflects the disclosure made at the time of the filing of the
Company's 2008 Annual Report on Form 10-K with the Securities and
Exchange Commission on February 18, 2009.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Updates Operational Outlook for 2009
------------------------------------------------
US Airways Group, Inc., delivered to the U.S. Securities and
Exchange Commission on November 24, 2009, a report updating its
financial and operational outlook for 2009:

  * Fleet\Liquidity Changes -- On November 24, 2009, the Company
    announced that it had restructured its existing aircraft
    delivery schedule.  The Company's actions include the
    deferral of 54 Airbus aircraft previously scheduled for
    delivery between 2010 and 2012 that are now to be delivered
    in 2013 and beyond.  The Company will take delivery of two
    A320 and two A330 aircraft in 2010 and an additional 24 A320
    family aircraft in 2011 and 2012 (12 in the second half of
    2011 and 12 in the second half of 2012).  The Company has
    financing commitments for the 28 Airbus aircraft now
    scheduled for delivery during 2010 to 2012.  These deferrals
    will not significantly alter the airline's capacity plans as
    aircraft originally scheduled to be replaced will be
    retained until the rescheduled new aircraft delivery dates.

    These deferral arrangements will reduce the Company's
    aircraft capital expenditures over the next three years by
    approximately $2.5 billion, and reduce near- and medium-term
    obligations to Airbus and others by approximately $132
    million.

  * 2009 Capacity Guidance -- For 2009, domestic mainline
    capacity will be down eight to ten percent while total
    mainline capacity will be down four to six percent.  Express
    capacity will be down four to six percent.

    US Airways entered into a term sheet to sell 10 of its
    Embraer 190 aircraft to Republic Airline Inc.  As of
    November 24, 2009, all of the 10 aircraft sales have been
    completed.  US Airways will lease back eight of the 10
    aircraft from Republic for periods ranging from one to seven
    months.  The impact to mainline capacity is immaterial for
    the remainder of 2009.  The Company continues to evaluate
    other options for the remaining 15 Embraer 190 aircraft.  In
    addition, the Company expects to incur a non-operating
    special charge (non-cash) of approximately $47 million
    related to this transaction.

  * Cash -- As of September 30, 2009, the Company had
    approximately $2.0 billion in total cash and investments, of
    which $0.5 billion was restricted.  In addition, as of
    September 30, 2009, the Company's Auction Rate Securities
    had a book value of $228 million ($411 million par value).
    While these securities are held as investments in non-
    current marketable securities on USAir's balance sheet, they
    are included in the unrestricted cash calculation.  During
    the third quarter, the Company completed an underwritten
    public stock offering, which included the sale of 29 million
    shares of common stock at a price of $4.75 per share.  The
    net proceeds from this transaction after transaction costs,
    were approximately $137 million and are included in the
    total cash and investments balance reported.

  * Fuel -- The Company's legacy fuel hedge positions are now
    closed and the Company has not entered into any new hedge
    contracts since the third quarter, 2008.  For the fourth
    quarter 2009, the Company anticipates paying between $2.01
    and $2.06 per gallon of jet fuel (including taxes).

  * Profit Sharing/CASM -- Profit sharing equals 10% of pre-tax
    earnings excluding special items up to a 10% pre-tax margin
    and 15% above the 10% margin.  Profit sharing is excluded in
    the CASM guidance given below.

  * Cargo/Other Revenue -- cargo revenue, ticket change fees,
    excess/overweight baggage fees, first and second bag fees,
    contract services, simulator rental, airport clubs,
    Materials Services Company (MSC), and inflight service
    revenues.  The Company's a la carte revenue initiatives are
    expected to generate in excess of $400 million in revenue in
    2009.

  * Taxes/NOL -- As of December 31, 2008, the Company had
    approximately $1.4 billion of gross net operating loss
    carryforwards to reduce federal taxable income,
    substantially all of which are available to reduce taxable
    income in 2009.  In the first nine months of 2009, the
    Company recognized a tax loss, which increased Federal NOL
    available to approximately $2.2 billion as of September 30,
    2009.

The Company's net deferred tax asset, which includes the NOL, is
subject to a full valuation allowance.  As a result, income tax
benefits are not recognized in the Company's statement of
operations.  Future utilization of the NOL will result in a
corresponding decrease in the valuation allowance and offset the
Company's tax provision dollar for dollar.  As of September 30,
2009, the Company's federal valuation allowance is $595 million
and the state valuation allowance is $88 million.

Moreover, the Company reported a loss in the nine months ended
September 30, 2009, and did not recognize a tax provision in this
period.  To the extent profitable for the full year 2009, the
Company will use NOL to reduce federal and state taxable income.
The Company does not expect to be subject to AMT liability in
2009; however, it could be obligated to record and pay state
income tax related to certain states where NOL may be limited or
not available to be used.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Wants Mitchell, et al., Reconsideration Plea Denied
---------------------------------------------------------------
To recall, on September 22, 2009, the Bankruptcy Court granted
lawsuit defendant US Airways' partial motion to Dismiss,
concluding that a number of plaintiffs Ben Mitchell et. al.'s
claims are preempted by the Airline Deregulation Act because they
related to airline services.  Ben Mitchell, et. al., contend that
the decision was incorrect because:

  (a) the Court made numerous factual assumptions about how
      United could have responded to Plaintiffs' challenge to
      the $2 charge; and

  (b) the Court inaccurately concluded that Plaintiffs had
      rejected the possibility that a change in United's methods
      of notifying passengers about the $2 charge could resolve
      the claims in the case.

US Airways, Inc., asks the Court to deny Ben Mitchell
et. al.'s motion for reconsideration of the U.S District Court
for the District of Massachusetts' order granting its partial
motion to dismiss, finding Counts II, III, IV, VI, VII and VIII
preempted by the Airline Deregulation Act.

According to US Airways, Ben Mitchell et. al., implicitly argue
that the issue of ADA preemption can only be resolved on a motion
for summary judgment.  US Airways asserts that the claim is
completely erroneous and there are numerous opinions on record
finding claims preempted by the ADA on Rule 12(b)(6) standards.

Contrary to Ben Mitchell et. al.'s assertion, US Airways contends
that the Court did not improperly assume facts not in the record
when issuing its ruling.  US Airways maintains that the Court
simply relied on the complaint that Ben Mitchell et. al., filed
as well as their own statements in their own submissions.

As previously reported, Ben Mitchell et. al., claim that because
they are not employees of US Airways, the purposes of the
preemption provisions of the ADA do not apply to them.  According
to US Airways, this argument was never raised by the plaintiffs
in opposition of its Motion to Dismiss and accordingly that
argument has been waived.

     US Airways Oppose Filing of Fourth Amended Complaint

US Airways asserts that Ben Mitchell et. al.'s proposed Fourth
Amended Complaint is particularly troubling because it both
ignores the Court's prior rulings and presupposes success on
another motion.  US Airways complains that a new plaintiff,
Gerald Peet, is named plaintiff in the proposed Fourth Amended
Complaint, even though the Court denied plaintiffs permission to
name him.

" . . . [P]laintiffs' reckless conduct has squandered the Court's
and the parties' resources from the start of this case, and it is
reason alone to deny the plaintiffs' Motion," says Jeffrey M.
Rosin, Esq., at Constangy, Brooks & Smith, LLP, in Boston,
Massachusetts, counsel for US Airways.  Mr. Rosin says the fact
that the proposed new claim is not actually new, the Motion
should also be denied on grounds of futility and undue delay.

        Ben Mitchell et. al., Oppose Summary Judgment

To recall, defendant US Airways sought summary judgment on the
discrete issue of whether plaintiffs Kevin Davis, Lee Hardin, and
Steven McCoy may pursue their minimum wage claims under the Fair
Labor Standards Act on the purported grounds that all were paid
the full federal minimum wage throughout their employment as
skycaps.

Ben Mitchell et. al., assert that US Airways' motion is wholly
without merit and appears to be premised on one of two
misbegotten theories:

(a) The first flawed theory that US Airways appears to advance
     is that the only issue for purposes of the FLSA tip credit
     provision is whether the employee has actually earned more
     than the minimum wage in tips and hourly rate combined.

(b) The second untenable theory is that, if its counsel can
     somehow manipulate deposition testimony to make it appear
     as if Plaintiffs have conceded that they earned more than
     the minimum wage, despite the fact that the record evidence
     confirms that they did not, it is somehow a basis for
     summary judgment.

Ben Mitchell et. al., aver that these theories have no merit.
The Plaintiffs maintain that the undisputable record evidence
makes clear that both Messrs. Hardin and McCoy earned an hourly
rate that was lower than during the relevant time period, and no
selective excerpting from their deposition transcripts can undo
that fact.

Accordingly, Ben Mitchell et. al., ask the Court to deny the
Motion for Summary Judgment as to Messrs. Hardin and McCoy.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


VATCHE MANOUKIAN: Financial Woe Prompts Chapter 11 Filing
---------------------------------------------------------
Vatche Manoukian sought protection under Chapter 11 in the U.S.
Bankruptcy Court in Manchester after he lost $3.2 million in
financing for a Nashua subdivision when a lender shut down in
November, according to Ashley Smith at the Telegraph.

Mr. Manoukian, the source says, has 27 creditors including
Hampshire First Bank, Digital Federal Credit Union, and
Manchester-based Merrimack Mortgage.  Mr. Manoukian and his
fiancee, Linda Haytayan, were sued in the U.S. District Court by
an investor for mishandling about $1 million in funds for New
Hampshire development projects, the source notes.

The source, citing papers filed with the Court, says Mr. Manoukian
was also sued for failing to pay personal debts including lease
payments on two luxury vehicles for $10,000 a month.

According to the Telegraph, Financial Resources and CL&M Inc. will
provide $3.2 million to Mr. Manoukian to start construction of a
20-lot subdivision in Tinker Road in Nashua.

Vatche Manoukian specializes in sing-family home and condominium
developments.


VENTANA HILLS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Ventana Hills Phase II, L.P. 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               $60,000,000
  B. Personal Property              $438,096
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $53,125,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $192,670
                                 -----------      -----------
        TOTAL                    $60,438,096      $53,317,670

Lake Forest, Illinois-based Ventana Hills Associates, Ltd., filed
for Chapter 11 bankruptcy protection on November 3, 2009 (Bankr.
N.D. Ill. Bankr. Case No. 09-41755).  Richard H. Fimoff, Esq., at
Robbins, Salomon & Patt Ltd assists the Company in its
restructuring efforts.  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

Debtor-affiliate Ventana Hills Phase II, L.P., filed for Chapter
11 bankruptcy protection on November 3, 2009 (Bankr. N.D. Ill.
Case No. 09-41758).  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


VERMILLION INC: Seven-Member Equity Committee Appointed
-------------------------------------------------------
The U.S. Trustee appointed a seven-member official equity
committee in Vermillion Inc.'s cases on Dec. 11.  The members of
the equity committee are:

    1. Richard Schottenfeld,
       800 3 Avenue, rd
       New York, NY 10022,
       Phone: 212-300-2222,
       Fax: 646-253-0722

    2. Marc Lehmann,
       215 West 95th Street, Apt. 14C,
       New York, NY 10025,
       Phone: 212-455-0926,
       Fax: 212-455-0901

    3. George Prieston,
       921 Valley Road,
       Blue Bell, PA 19422,
       Phone: 215-565-6295

    4. Americus Capital Advisors, LLC,
       Attn: Paul J. Reiferson,
       127 Post Road East,
       Westport, CT 06880,
       Phone: 212-867-9766,
       Fax: 212-829-1463

    5. Hoak & Co. Public Equities,
       Attn: Charles Warltier,
       500 Crescent Court, Suite 230,
       Dallas, TX 75204,
       Phone: 214-855-2284,
       Fax: 972-960-4899

    6. AWH Opportunity Fund 1, LP,
       Attn: Austin Hopper,
       3949 Maple Avenue, Suite 490,
       Dallas, TX 75219,
       Phone: 214-462-9101,
       Fax: 214-462-9105

    7. EMR Master Fund Ltd.,
       Attn: Randy Saluck,
       320 Park Avenue, 9th Floor,
       New York, NY 10022,
       Phone: 212-293-4044,
       Fax: 212-832-5815

According to Bill Rochelle at Bloomberg News, after Vermillion
filed under Chapter 11 in March, the stock was trading for a few
cents.  Following a Sept. 11 announcement about FDA approval for
the test, the stock climbed above $13 and continued to rise until
reaching $23.20 for the closing high on Nov. 13.

Holders of 900,000 shares of stock issued by Vermillion Inc. have
earlier sought a ruling by the Bankruptcy Court that they are
entitled to vote on the proposed reorganization plan.  The Company
is not soliciting votes from shareholders because they will retain
their interests, and thus are unimpaired under the Plan.  However,
the shareholders are arguing that the Plan represents the
potential for a "massive dilution".  They point to the management
stock incentive plan coupled with the conversion of debt to equity
which could dilute their holdings by more than half.

The Plan calls for holders of $2.365 million in 4.5% notes to be
paid in cash or elect to take new stock.  The holders of $12.1
million in 7% unsecured notes can choose between having the debt
reinstated or taking new stock.  Existing shareholders would
retain their stock while $2 million in unsecured debt would be
paid in full.

The confirmation hearing for approval of the Plan is set for
Jan. 7.  The disclosure statement explaining the Plan has been
approved.

                       About Vermillion Inc.

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Francis A. Monaco Jr., Esq., and Mark L.
Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rie, PLLC,
represent the Debtor as counsel.  At September 30, 2008, the
Debtor had $7,150,000 in total assets and $32,015,000 in total
liabilities.


VERMILLION INC: W. Wallen Named to Board of Directors
-----------------------------------------------------
Vermillion, Inc. (Pink Sheets: VRML), a molecular diagnostics
company, on December 14, announced William C. Wallen, Ph.D. Chief
Scientific Officer, Senior Vice President, Research and
Development for IDEXX Laboratories, will be joining its board of
directors upon confirmation of Vermillion's bankruptcy plan.

"Bill brings more than 20 years research and development
experience in diagnostics and biotechnology," said Gail Page,
Vermillion Executive Chairperson.  "His broad knowledge of product
development and particularly biomarkers will be invaluable to
Vermillion as we both market OVA1 and more fully develop our
biomarker product pipeline."

Prior to joining IDEXX Laboratories, Dr. Wallen held a number of
high level positions with Bayer Healthcare, Diagnostics Division
achieving the position of Senior Vice President, Head Officer of
Technology.  He previously held leadership roles at Becton
Dickenson and Wampole Laboratories, a division of Carter-Wallace,
Inc.  Dr. Wallen received his Bachelor and Masters of Science from
Michigan State University and his Ph.D. in Molecular Biology from
University of Arizona College of Medicine.

He is a member of the American Association of Clinical Chemistry,
the American Society for Microbiology, American Association for
Cancer Research, The Leukemia society of America, and the New York
Academy of Science.  He has published 55 papers.

"We are thrilled that someone with Dr. Wallen's stature and
expertise has selected Vermillion to be the company on whose Board
he wishes to sit," said Page.

                       About Vermillion Inc.

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Francis A. Monaco Jr., Esq., and Mark L.
Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rie, PLLC,
represent the Debtor as counsel.  At September 30, 2008, the
Debtor had $7,150,000 in total assets and $32,015,000 in total
liabilities.


VIEW SYSTEMS: Reports $140,500 Net Loss in Q3 2009
--------------------------------------------------
View Systems, Inc. reported a net loss of $140,557 on net revenues
of $81,384 for the three months ended September 30, 2009, compared
with a net loss of $134,913 on net revenues of $199,204 for the
same period of 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $1,434,703 in total assets and $1,723,596 in total
liabilities, resulting in a $288,893 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $187,116 in total current
assets available to pay $1,680,729 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?4ba8

                       Going Concern Doubt

On March 25, 2009, Davis, Sita & Company, P.A, in Greenbelt,
Maryland, expressed substantial doubt about View Systems Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2008, and 2007.

The Company has incurred substantial operating and net losses, as
well as negative operating cash flow and does not have financing
commitments in place to meet expected cash requirements for the
next twelve months.

The Company's retained deficit was $21,799,551 at September 30,
2009.  The Company says it is unable to fund its day-to-day
operations through revenues alone and management believes the
Company will incur operating losses for the near future.

                        About View Systems

Based in Baltimore, Maryland, View Systems Inc. (OTC BB: VYSM) --
http://www.viewsystems.com/-- manufactures and installs weapons
detection identification systems, video management platforms and
tele-data communication networks targeted towards correctional
facilities, schools, courthouses, government agencies, event and
sports venues, and commercial businesses.


VISTEON CORP: Proposes to Allow Sale of TVAP/TVEC JV Interests
--------------------------------------------------------------
Debtor Visteon International Holdings, Inc., and Tata AutoComp
Systems Limited or "TACO," a subsidiary of Tata Motors Limited,
entered into agreements on March 3, 2005, in connection with the
formation of two joint ventures -- Tata Visteon Automotive
Private Limited or "TVAP" and TACO Visteon Engineering Private
Limited or "TVEC."

TVAP and TVEC are both 50/50 joint ventures organized under the
laws of the Republic of India.

TVAP has manufactured lighting and air induction systems in a
plant in Pune, India, and is currently a major lighting supplier
to Tata Motors.  TVEC operates an engineering center in Pune,
India, dedicated solely to serving certain of Visteon's global
engineering requirements.

In March 2009, TACO expressed its intent to exit the Joint
Ventures as part of a realignment of its component joint venture
businesses.  To effect the proposed exit, on November 17, 2009,
TACO entered into stock purchase agreements with Visteon
Technical and Services Centre Private Limited, a non-debtor
affiliate, and TVAP and TVEC, pursuant to which VTSC will
ultimately purchase TACO's 50% interest in both TVAP and TVEC.

Pursuant to the terms of the JV Agreements, the prior written
consent of VIHI is required for TACO to transfer all or any
portion of its interest in TVAP or TVEC to a party that is not an
affiliate of TACO.  As a result and as a condition precedent to
the effectiveness of the Stock Purchase Agreements, VIHI must
provide its written consent to the transfers to VTSC.

Additionally, the Stock Purchase Agreements provide for the
termination of the JV Agreements as of the effective date
of the Stock Purchase Agreements.  As a condition precedent to
the effectiveness of the Stock Purchase Agreements, TACO has
requested VIHI's written acknowledgment and consent to the
termination of the JV Agreements, which, by their terms,
terminate automatically upon the transfer of 100% of the interest
held by VIHI or TACO in the joint venture to the other par or to
a third party.

In connection with TACO's proposed sale of its equity interests
in the Joint Ventures to VTSC, the Debtors ask the Court to
authorize VIHI to:

  (a) provide written consent to the proposed sales as required
      by the JV Agreements;

  (b) provide written acknowledgment and consent to the
      termination of the JV Agreements in connection with the
      proposed sales; and

  (c) perform all other actions necessary or appropriate to
      implement, execute, and effect the sale of TACO's equity
      interests in the Joint Ventures.

The Debtors certified to the Court that no objection was filed
with respect to their 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 Settlement With Halla Canada
-----------------------------------------------------------------
Visteon Corporation and Halla Climate Control Canada, Inc.,
jointly developed, manufactured, and sold accumulators to Ford
Motor Company in connection with the "P131 Program."
Subsequently, Ford asserted various warranty claims against
Visteon and Halla Canada as a result of an alleged warranty spike
occurring between November 2005 through June 2006 on vehicles
using the P131 platform containing steel accumulator.  Although
Halla Canada acknowledged joint liability for the Warranty Claims
asserted by Ford, there was an ensuing intercompany dispute with
respect to the proper allocation of the company's liability.

On September 10, 2009, Visteon settled the Warranty Claims with
Ford for approximately $3,325,860 under a warranty claim sharing
arrangement.  However, Visteon asserted that Halla Canada has not
provided it with any form of contribution or reimbursement on
account of the Warranty Claims asserted by Ford.

Halla Canada filed various proofs of claim against Visteon on
June 9, 2009:

(i) $3,213,161 for component parts supplied to Visteon prior to
     the Petition Date or the "Prepetition Parts Claims"

(ii) $395,574 for amounts allegedly entitled to administrative
     priority under Section 503 (b)(9) of the Bankruptcy Code or
     the "Prepetition 503(b)(9) Claims"

(iii) $3,600,000 for the cancellation of the D471 aux program or
     the "Cancellation Claim"

The $3.6 million Cancellation Claim is based on Visteon's
cancellation of multiple purchase orders with Halla Canada in
connection with the manufacture of the D471 aux as a result of
Ford's decision to resource the D471 aux to Visteon competitor.
In addition, Halla Canada requested price increases on certain
component parts which Visteon refused to accept.  While this
disagreement between Halla Canada and Visteon has not led to any
claims asserted against the parties, if left unresolved, it could
adversely affect the supply of a critical component produced by
Halla Canada, who is the sole supplier of the component in North
America.

To avoid further controversy, Visteon and Halla Canada seek the
Court's authority to enter into a settlement agreement that
represents the culmination of their negotiations.  The Settlement
allows Visteon to:

  (a) resolve more than $7,200,000 in potential claims against
      its estate;

  (b) maintain a critical component of its supply chain with
      Halla Canada without interruption or unexpected price
      increases; and

  (c) obtain a release from Halla Canada with respect to the
      Claims and any additional prepetition claims that Halla
      Canada may have as of the effective date of the Settlement
      Agreement.

To consummate the Settlement Agreement, Halla Canada and Visteon
will execute a setoff of the Warranty Claim against the
Prepetition Parts Claims, the Prepetition 503(b)(9) Claims, and
the Cancellation Claim, resulting in no payments owed to either
party.  In addition, Visteon will not be held liable for any cure
amounts in connection with the potential future assumption of any
executory contracts by and between Visteon and Halla Canada.
Halla Canada will also maintain current pricing, commercial
terms, and conditions with respect to currently supplied
component parts for the life of the respective programs,
resulting in an additional annual savings of $400,000 for
Visteon's estate.

Moreover, Halla Canada will release Visteon from any and all
liability with respect to the Claims as of the effective date of
the Settlement.

In a separate filing, the Debtors certified to the Court that no
objection was asserted with respect to their 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 Sell Interest in Connersville Property
----------------------------------------------------------------
Visteon Corp. and its units seek the Court's authority to sell
Visteon Systems, LLC's interest in certain real property located
in Connersville, Indiana, and certain equipment and personal
property to the City of Connersville, Indiana, free and clear of
all liens, claims and encumbrances and other interest, pursuant to
a purchase and sale agreement dated November 18, 2009.

The Connersville Property contains various buildings, facilities
and other improvements, like a manufacturing plant, an industrial
pretreatment waste water plant, a power plant, a water meter
building, several above-ground storage tank bulk product storage
areas, parking areas, train and truck loading areas, and an
overhead transmission line corridor, as well as some undeveloped
plots of land.

Though the Debtors are not currently conducting any operations at
the Connersville Property, they still incur substantial costs
attributed to property taxes, insurance, utilities and general
maintenance of the property.

Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, tells the Court that the Debtors have spent
approximately $5 million on the investigation and remediation of
the Connersville Property and downgradient areas.  Despite the
Debtors' remediation efforts, the Connersville Property remains
contaminated and is not fit for use, he discloses.

In light of their obligations, the Debtors prepared and submitted
a Remedial Action Plan to the Indiana Department of Environmental
Management detailing the work required to complete remediation of
the Connersville Property.  The Remedial Action Plan calls for
impacted soil beneath the plant building to continue to be
remediated using soil vapor extraction and for groundwater to
continue to be remediated using enhanced reductive dechlorination
through downgradient biobarriers.

The Indiana Environmental Department has asserted that the cost
to complete remediation of the Connersville Property and the
adjoining properties is approximately $4 million.

The Debtors thus seek approval of an asset transfer and global
settlement to limit the potential administrative costs associated
with the Connersville Property of which the Debtors are
considered by the Department as the operator although it derives
no value from the property in their ongoing operations.
According to the Debtors, the transfer for the Connersville
Property will eliminate approximately $500,000 in annual expenses
attributed to property taxes, insurance, utilities, and general
maintenance of the property.

                     The Purchase Agreement

The Purchase Agreement contemplates the sale of the Connersville
Property to the City of Connersville, free and clear of all liens
and interest for a nominal amount of consideration of $500.  The
real economic value obtained by the Debtors from the sale of the
Connersville Property is derived from:

  -- the City's agreement to assume, pay for, and complete the
     remediation of the Connersville Property; and

  -- the settlement and resolution of all potential Indiana
     Environmental Department claims against the Debtors on
     account of environmental obligations.

In exchange for the City assuming responsibility for all of the
Debtors' obligations and liabilities with respect to the
remediation of the Connersville Property, Visteon Systems will
transfer its interest in the Connersville Property to the City
and contribute, at most, $500,000 towards the costs of the
remediation.

Moreover, Visteon Systems will enter into an agreed order with
the Indiana Department where the Department will release and
covenant not to sue Visteon Systems on account of any past,
current, and future liability associated with the Connersville
Property.

                  Assumption and Settlement of
                  Obligations and Liabilities

Under the parties' Agreement, the City will also assume all
responsibility for the environmental remediation of the
Connersville Property and the affected downgradient areas until
the earlier of these events occurs:

  (a) The Indiana Department issues an official written
      statement indicating that the Remediation Work is
      complete; or

  (b) The full amount of the proceeds in the Remediation Account
      and the proceeds of the Cleanup Policy, if any, have been
      properly expended by the City towards the Remediation
      Work.

The Debtors will have no liability relating to the remediation of
the Connersville Property in accordance with the terms of the
Purchase Agreement, the Release and Covenant Not to Sue, and the
Agreed Order.

To that end, the City has agreed to establish a segregated
remediation account which will be used to pay the costs of the
Remediation Work.  Accordingly, the Remediation Account will be
funded by:

  (a) The Debtors' deposit of cash amounting to $500,000 or the
      purchase of a clean-up cost cap insurance policy for the
      benefit of the City having a term of ten years, a total
      limit of $4,000,000 above a self-insured retention of
      $4,033,000; and

  (b) the City's cash deposit of:

       -- $3,533,000 if the Debtors elect to fund the
              Remediation Account with a cash deposit; or

       -- $4,033,000 if the Debtors elect to purchase the
          Cleanup Policy.

The funds deposited into the Remediation Account and the proceeds
of the Cleanup Policy, if any, will be used solely to complete
the Remediation Work.  The City will be solely responsible for
the administration of the Remediation Account and will be
entitled to any residual amounts remaining in the Remediation
Account.

In a separate filing, the Debtors certified to the Court that no
objection was filed with respect to their 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: Wants to Assume Laredo & El Paso Leases
-----------------------------------------------------
Visteon Corp. and its units seek the Court's authority to assume
certain unexpired leases of non-residential real property located
at 8410 W. Bob Bullock Loop, in Laredo, Texas and 1301 Joe Battle
Blvd., in El Paso, Texas.

The Debtors inform the Court that:

  (a) the Leases provide competitively priced and needed
      warehousing space for their voluminous equipment and
      manufacturing assembly inputs;

  (b) they are up to date with the payments under each of the
      Leases;

  (c) pursuant to Section 365(d)(4) of the Bankruptcy Code, they
      are required to assume unexpired non-residential real
      property leases by December 24, 2009, lest those leases be
      deemed rejected without further consent of the lessors to
      the Leases.

The Debtors tell the Court that pursuant to their business plan,
they anticipate to use the leased facilities through the
termination of the Leases in accordance with their own terms,
occurring as of April 30, 2010, and July 31, 2012, for the Laredo
Lease and El Paso Lease.

No objection has been filed against the Assumption Motion,
according to the Debtors.


WEST FRASER TIMBER: DBRS Assigns Issuer Rating of 'BB'
------------------------------------------------------
DBRS has assigned an Issuer Rating to West Fraser Timber Co. Ltd.
(West Fraser or the Company) of BB (high) with a Negative trend,
meaning that our opinion on the default risk of West Fraser has
declined from BBB (low) to BB (high).  The Negative trend reflects
the fact that the Company's ratings remain at risk due to
significant headwinds to the Company's efforts to stabilize
earnings and cash burn. DBRS has also assigned a recovery rating
of RR3 to the Unsecured Debentures of West Fraser, which reflects
prospects for a good recovery (estimated 50%-70%) in the event of
default.  As a result, DBRS has downgraded West Fraser's Unsecured
Debentures from BBB (low) to BB (high), the same as the Company's
new Issuer Rating.

The lower Issuer (i.e., default) Rating reflects the Company's
weak financial risk profile which is not likely to improve in the
near term due to continuing weak residential housing market
conditions.  DBRS has long regarded West Fraser as having an
investment grade business risk profile, and being capable of
maintaining its investment grade status through most economic
downturns.  However, the current downturn in the housing sector
started in 2007 has been unusually severe, leading to a sharp
deterioration of the Company's credit metrics which are well below
the range for an investment grade company.  Although signs of
recovery are appearing across the economy generally, the
turnaround in the residential construction sector, which is
critical to the Company, has lagged.  Moreover, a nascent upturn
in housing starts in the United States appears to have stalled.
DBRS now expects a meaningful recovery in the housing sector to
occur around 2011, much later than our original forecast.  DBRS no
longer perceives West Fraser as being able to restore its credit
metrics, in terms of earnings and free cash flow margins and debt
coverage ratios, until the upturn in the housing sector takes
hold.  The severe deterioration in credit metrics and a prolonged
downturn in the housing sector have increased the default risk of
the Company and, hence, have led to the rating downgrade.

However, the Company's ratings remain at risk due to continuing
deterioration of its credit metrics despite actions taken to
conserve cash such as reducing capital expenditures to maintenance
levels and dividend payments.  Additionally, the Company still
faces significant headwinds in its turnaround.  (1) The Company is
very susceptible to the strength of the Canadian dollar; the near-
term outlook remains strong with a target of parity or higher
against the U.S. dollar.  (2) The recovery in the housing sector
could be delayed due to: (a) a persistent high unemployment rate
in the United States damaging the confidence of potential house
buyers; and (b) tight credit conditions for builders and
homebuyers, a major contributor to the current poor construction
market, may persist.  As highlighted by the Negative trend on the
ratings, unless the Company can overcome weak market conditions in
2010 and stabilize its credit metrics, there may be further
negative rating action.

Despite the weakening financial profile, West Fraser's liquidity
is not a concern in the near term.  The Company has available
credit to more than pay off its maturing debts and fund its
operating needs.  However, the Company is exposed to a potential
risk of losing access to the credit facility if its debt-to-
capitalization ratio exceeds 37.5%. With the Company's debt-to-
capitalization at about 25% at the end of September 2009, the
Company has lots of head room at present.  However, an increase in
borrowing to cover cash flow deficits coupled with erosion to the
equity base due to losses and other negative adjustments could put
the availability of the credit facility at risk.

The Company's current rating continues to be supported by its
above average business risk profile among its forest product
company peers.  West Fraser is a low cost producer and it has a
strong market position as the largest lumber and plywood producer
in North America, with diversity in geography and products.  The
Company is able to supply about two-thirds of it log requirements
internally from the timber-cutting rights on public lands in
British Columbia and Alberta, moderating its exposure to risks
associated with log price fluctuations and supply shortages.
Additionally, the Company maintains a conservative financial
policy with a moderately leveraged balance sheet.

In order to assign a recovery rating, DBRS has simulated a default
scenario for West Fraser to determine the potential recovery of
the Company's debt in the event of default.  In order to do this,
DBRS first simulates a default scenario, regardless of how
hypothetical it might appear and despite the relatively unlikely
default probability that the Company's BB (high) rating implies.
The default scenario stresses the operating results to the point
at which default would likely occur in order to enable DBRS to
project potential levels of recovery that would be available to
various debt classes in such an event.  In the case of commodity-
based companies, that scenario could include protracted recession
or depression in which product demand and prices plummet, EBITDA
declines sharply, and companies with large debt maturities and/or
insufficient short-term liquidity can no longer service their
debt.

In West Fraser's case, given its strong capital and liquidity
position, we can not foresee it defaulting absent a long
protracted downturn that causes bankers and other secured
creditors to conclude at some point that they must force a
restructuring while the remaining value still covered their debt,
rather than waiting until the Company deteriorated to the point of
insolvency.  Such a scenario - admittedly hypothetical - would
most likely occur at a point when a major debt issuance was due
for renewal or refinancing, the earliest being 2012.  In
formulating such a scenario, DBRS assumes a ten-year EBITDA trend
(omitting outlier years and adjusting for lower future housing
starts on a seasonally adjusted annual rate) to arrive at a
realistic assessment of the Company's going-forward value.  A
conservative EBITDA multiple of 4.0 times has also been used, to
reflect expectations of pessimistic outlooks by forest products
industry participants and the financial community at the time of
reorganization.  At the distressed valuation level, DBRS believes
the secured debt holders would recover about 50% to 70% of
principal and has therefore assigned a recovery rating of RR3.
For further information, please refer to DBRS's Leveraged Finance
Methodology.


WEST HAWK: Court Extends Ch. 11 Plan Filing Until February 11
-------------------------------------------------------------
The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado extended West Hawk Energy USA, LLC's
exclusive periods to file a Chapter 11 Plan and to solicit
acceptances of that Plan until Feb. 11, 2010, and April 12, 2010.

As reported in the Troubled Company Reporter on Nov. 16, 2009, the
Debtor related that it is faced with two significant unresolved
contingencies that will affect the plan of reorganization.  First,
KT First Lending, LLC, an affiliate of Chiron Financial Advisors,
LLC, and the proposed lender to the Debtor's postpetition
financing is in direct negotiation with mineral rights holders
regarding the terms of an investment in the Figure 4 Project.  The
investment would replace the Debtor's rights with respect to the
drilling and development agreement and would provide a basis for a
plan of reorganization addressing treatment of claims class.

Second, a trial for the litigation between West Hawk and EnCana
Oil & Gas (USA), Inc., is approaching.  Since the outcome of the
trial may have a substantial impact on the Debtor's assets, the
Debtor deem it prudent to await the outcome of the trial before
proposing a plan of reorganization.

Headquartered in Englewood, Colorado, West Hawk Energy USA, LLC --
http://www.westhawkdevelopment.com/-- provides energy products
(e.g. oil and gas) from a variety of sources.  Assets under
development include the figure four natural gas property located
in the Piceance Basin, Colorado, being developed under a drilling
and development agreement; and the Groundhog coal property located
in northwest British Columbia.

The Company filed for Chapter 11 on Dec. 18, 2008 (Bankr. D. Colo.
Case No. 08-30241).  Cecilia Kupchik, Esq., at Kupchik Rossi LLC
represents the Debtor in its restructuring effort.  The Debtor did
not file a list of 20 largest unsecured creditors.  In its
petition, the Debtor listed assets and debts both ranging from
$10 million to $50 million.


WHITEHALL JEWELERS: Holdings Financing Approval Sought
------------------------------------------------------
BankruptcyData reports that Whitehall Jewelers Holdings filed a
motion with the U.S. Bankruptcy Court for an order (i) further
extending the Debtors' use of cash collateral pursuant to final
D.I.P. financing order through and including March 31, 2010 and
(ii) authorizing the Debtors to make distribution to PWJ Lending
II, as agent for term lenders in amount to be determined, if any.

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The Company and its affiliate, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Moses & Singer LLP and Bayard, P.A., represent the
Committee.


WIZZARD SOFTWARE: Posts $1.5 Million Net Loss in Q3 2009
--------------------------------------------------------
Wizzard Software Corporation reported a net loss of $1.5 million
on total revenue of $1.4 million for the three months ended
September 30, 2009, compared with a net loss of $1.4 million on
total revenue of $1.5 million for the same period of the prior
year.

The revenue decrease for the third quarter of 2009 primarily
reflects a decrease in staffing revenues within the Company's home
healthcare subsidiary in Billings, Montana, as hospitals and other
healthcare facilities that utilize the Company's services
experienced a significant decrease in patients.

During the third quarter of 2009, non-cash expenditures totaled
$909,194, a 231% increase from non-cash expenditures of $274,646
in the third quarter of 2008.  The increase in non-cash expense is
due to interest expense on the discount of notes payable and the
re-pricing of warrants during the third quarter of 2009.

For the nine months ended September 30, 2009, the Company reported
a net loss of $5.0 million on total revenue of $3.7 milllion,
compared with a net loss of $5.9 million on total revenue of
$4.7 million for the same period of 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $22.3 million in total assets, $3.0 million in total
liabilities, and $19.3 million in total shareholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1.4 million in total current
assets available to pay $3.0 million in total current liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?4ba3

                       Going Concern Doubt

The Company has current liabilities in excess of current assets,
incurred significant losses and has not yet been successful in
establishing profitable operations.  These factors raise
substantial doubt about the ability of the Company to continue as
a going concern.

                      About Wizzard Software

Based in Pittsburgh, Wizzard Software Corporation (AMEX: WZE)--
http://http://www.wizzardsoftware.com/-- provides software
solutions for the speech technology application development
market.  Wizzard Media is the division for the Company's podcast
business.  Currently, the Company's healthcare operations make up
57% of the Comapny's revenue, but the Company  expects that its
digital media publishing business to become its largest revenue
generator at some point in 2010, and provide the largest revenue
growth in the future.

The Company's healthcare segment, Interim Health Care of Wyoming,
provides home care and staffing services.  Interim Health Care is
the largest home healthcare franchise in the United States.


WOODCREST COUNTRY CLUB: Files Chapter 11 to Refinance Debt
----------------------------------------------------------
Woodcrest Country Club Inc., said it filed for Chapter 11 to avoid
a so-called yield-maintenance fee that would cost 20%to 25% of the
mortgage balance were the debt refinanced before maturity.  The
club says falling membership caused an inability to pay debts as
they come due. The club says it intends to refinance the mortgage
and propose a plan paying all unsecured creditors in full.

Woodcrest Country Club Inc. is a not-for-profit golf club in
Muttontown, New York.  It filed for Chapter 11 reorganization on
Dec. 10 in Central Islip, New York (Bankr. E.D.N.Y. Case No. 09-
79481).  The petition lists assets of $18.3 million and debt
totaling $9.8 million.  The clubhouse, 18-hole golf course, and
swimming pool are situated on 107 acres.  The club claims that the
property is worth $18 million, compared with $6.6 million in
secured debt.  Gerard R. Luckman, Esq., at SilvermanAcampora LLP,
represents the Debtor in its restructuring effort.


WORKSTREAM INC: Inks Employment Agreement With Jerome Kelliher
--------------------------------------------------------------
Effective as of December 4, 2009, Workstream Inc. entered into an
employment agreement with Jerome Kelliher, 38, pursuant to which
Mr. Kelliher agreed to become the Chief Financial Officer of the
Company beginning on December 7, 2009.

From August 1995 until joining the Company, Mr. Kelliher served in
various management positions domestically and internationally with
Ernst & Young LLP, culminating as a Managing Partner in E&Y's
Moscow, Russia office.

Mr. Kelliher's employment agreement has a one-year term that
expires on December 4, 2010, and which automatically renews at the
end of the initial or any renewal term for an additional one-year
term unless either party provides prior notice of non-renewal. Mr.
Kelliher will earn an annual base salary of not less than
US$160,000 and will also be entitled to a bonus of up to US$40,000
based on the achievement of mutually agreed upon objectives.  In
addition, the Company granted Mr. Kelliher an option to purchase
160,000 common shares of the Company at an exercise price of
US$0.30 per share, the closing price of the shares on December 7,
2009, pursuant to the terms and conditions of the Company's 2002
Amended and Restated Stock Option Plan. Such options will vest in
three equal annual installments beginning on the first anniversary
of the date of grant. In addition, the Company granted Mr.
Kelliher 50,000 Restricted Stock Units that vest in three equal
annual installments beginning on the first anniversary of the date
of grant.

If Mr. Kelliher's employment is terminated by the Company without
"cause" or by Mr. Kelliher for "good reason" (as such terms are
defined in the employment agreement), he will be entitled to a
payment from the Company equal to (a) three months' salary if the
employment is terminated during the first six months of full time
employment or (b) six months' salary if the employment is
terminated after six months of full time employment.

In the event of a "change of control" (as defined in the
employment agreement) during the term of the agreement, all
unvested stock options and Restricted Stock Units held by Mr.
Kelliher will become immediately vested and exercisable in full.
If following a change of control Mr. Kelliher is terminated for
any reason other than "cause," Mr. Kelliher will receive a payment
equal to the greater of (a) the amounts to which he is entitled as
described in the preceding paragraph or (b) the remaining salary
for the term of the agreement.


YUKON-NEVADA GOLD: Posts $11.7 Million Net Loss in Q3 2009
----------------------------------------------------------
Yukon-Nevada Gold Corp. incurred a loss of $11.7 million during
the quarter ended September 30, 2009, compared to a loss of
$77.2 million in the quarter ended September 30, 2008.  The third
quarter of 2008 includes a write-down of mineral properties of
$69.4 million and a restructuring charge of $4.5 million both the
result of the shutdown of the mining operations in August 2008
that resulted from higher mining costs.  Excluding the write-down
and restructuring charges, the loss in the current year quarter is
$8.4 million higher as there were no gold sales during the three
months, the absence of $2.5 million in gains on forward sales, a
$2.2 million decrease in interest and a $1.1 million loss in
foreign exchange in 2009.

During the nine months ended September 30, 2009, a loss of
$24.6 million was incurred compared to $91.8 million in the same
period in 2008.  Excluding the write-down of $69.4 million and
restructuring charges of $4.5 million, the $6.7 million decrease
in results is a result of lower gold sales due to the mill
shutdown for the majority of the year, lower interest income, and
a $11.7 million future income tax recovery which arose in the nine
months ended September 30, 2008, but has not arisen in 2009 as the
Company has a full valuation allowance against all future income
tax assets.

Gold sales were nil in three months ended September 30, 2009,
compared to $17.2 million in the same period of 2008.  The mill
was shut down for 46 days in the third quarter of 2008 and for the
whole third quarter of 2009.  During the third quarter of 2008,
the Company realized gold sales of $17.2 million on sales of
20,144 ounces of gold at an average price of $852 per ounce.
Jerritt Canyon ore yielded 14,644 ounces while third party ore
yielded 5,500 ounces.

Gold sales were $4.8 million in nine months ended September 30,
2009, compared to $46.7 million in the same period of 2008.  The
decrease results from the 90% decrease in ounces sold as the mill
operated for only 68 days in 2009 compared to 159 days in the nine
months ended September 30, 2008.  As well, during the 68 days of
operations the mill experienced significant operational issues
with its mill contractor, leading to the termination of their
services in June.  In the first nine months of 2009, sales were
comprised of Jerritt Canyon ore of 5,180 ounces (2008 - 35,939
ounces) and third party ore of nil ounces (2008 - 18,500 ounces),
at a price realized of $924 per ounce (2008 - $859 per ounce) in
the nine months ended September 30, 2009.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $196.6 million in total assets, $93.2 million in total
liabilities, and $103.4 million in shareholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $26.3 million in total current
assets available to pay $46.5 million in total current
liabilities.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?4bab

                   Liquidity/Capital Resources

At September 30, 2009, cash and cash equivalents was $952,000
compared to $1.1 million at December 31, 2008.  At September 30,
2009 the Company had a working capital deficiency of
$20.2 million, compared to a working capital deficiency of
$7.8 million at December 31, 2008.

The Company has minimal cash available to be restricted for future
exploration as of September 30, 2009.  The Company has a remaining
funding requirement of C$9.7 million for future exploration
expenditures to be spent from the flow-through financing in
May 2008 that provided C$20.1 million for exploration on the Ketza
River project and other exploration activity in Canada.  These
restricted funds were applied to non-flow-through expenditures
during the third quarter of 2008, reducing the amount available to
fund this obligation.  The remaining requirement must be spent by
the Company, in accordance with the flow-through share agreement,
by the end of 2009.  Management intends to take steps necessary to
bring the Company back into compliance with the flow-through
agreements during 2009.  If it fails to do so, it will be liable
to the investors for their additional taxes payable.

The cash on hand at September 30, 2009 is not sufficient to
maintain the ongoing operations of the Company for more than four
weeks, however management believes that sufficient funding can be
obtained from operations and through further financing to ensure
the company will continue as a going concern.  Should operations
be determined to be unprofitable, further curtailment of
operations would be undertaken to reduce costs.

                       Going Concern Doubt

For properties other than the producing mine at Jerritt Canyon,
the Company is in the process of mineral exploration and has yet
to determine whether these properties contain reserves that are
economically recoverable.  The recoverability of the amount shown
for mineral properties is dependent upon the existence of
economically recoverable reserves, confirmation of the Company's
ownership interest in the mining claims, the ability of the
Company to obtain necessary financing to complete the development,
and upon future profitable production or proceeds from the
disposition of the mineral properties.
   
During the third quarter of 2008 the Company determined that under
current conditions the Jerritt Canyon mine was not economic, and
accordingly the mine was shutdown on August 8, 2008.  The company
did not have persuasive evidence that the capitalized costs
associated with the mineral properties could be recovered.
Accordingly, management wrote off all costs ($69.4 million)
related to the mineral property and an additional $2.2 million of
property, plant and equipment and a provision of $4.7 million
related to the increase in the asset retirement obligation .

Subsequent to the mine closure, the Company began work on
addressing a number of key operational issues that had previously
caused the mine to operate at a loss plus issues related to the
stop order issued by the Nevada Division of Environmental
Protection in the first quarter of 2008 in order to receive
permission to restart the milling operations.  These issues
included bringing the recently completed evaporation pond into
operational use and begin the drawdown of the tailings pond,
finalizing engineering design plans of a new mercury emissions
system, and the cleanup of waste materials onsite.  The Company
addressed all of these requirements and received approval from the
NDEP to restart milling operations on March 25, 2009, with the
requirement that the new mercury emissions system as proposed
would be completed by May 31, 2009.

On May 30, 2009, the roaster circuits at Jerritt Canyon were once
again shut down as delays in receiving critical components of the
new mercury emissions system resulted in the Company being unable
to meet the May 30, 2009 installation date.  The system was
completed in July 2009 and in October 2009 the Company obtained a
consent decree to allow for the restart of the Jerritt Canyon
facility from the Attorney General representing the NDEP.

Upon recommencement of operations, the Company will continue to
mill the remaining stockpiles on site as well as continue toll
milling at the Jerritt Canyon site.  Additional financing is
required in order to fund further development of the Jerritt
Canyon mines and enable a return to mining once the necessary
infrastructure work has been completed.  Management is currently
pursuing financing alternatives and believes it will be able to
secure the required financing in the near future.  Should such
financing be obtained, Management believes that the remaining
property, plant, and equipment costs can be fully recovered
through a combination of toll milling, a return to mining and
possibly eventual use of part of the Jerritt Canyon wet mill
circuit to be reserved, modified and considered for expanded
production.

The conditions described in the preceding paragraphs raise
substantial doubt about the Company's ability to continue as a
going concern.

                     About Yukon-Nevada Gold

Based in Vancouver, British Columbia, Canada, Yukon-Nevada Gold
Corp. (Toronto Stock Exchange: YNG; Frankfurt Xetra Exchange: NG6)
-- http://www.yukon-nevadagold.com/-- is a North American gold
producer in the business of discovering, developing and operating
gold deposits.  The Company's properties are located in the Yukon
Territory and British Columbia in Canada and in Arizona and Nevada
in the United States.


* Canada Revised Bankruptcy Rules Effective September
-----------------------------------------------------
Douglas Hoyes at Hoyes Michalos reports that new bankruptcy rules
became effective in Canada in September 2009.  According to Hoyes
Michalos, the federal government implemented the new rules in two
stages in September: (i) under the first set of rules, student
loans are automatically discharged after seven years, as compared
to the old 10 year rule, RRSPs are now exempt from seizure in a
bankruptcy (under certain conditions), and tax refunds in
bankruptcy seized for the entire year of bankruptcy; and the
second set of rules state that bankrupts are subject to an income
test.  Hoyes Michalos relates that (a) for those who have surplus
income of $200 or greater each month, the bankruptcy period is
automatically extended from 9 months to 21 months (or in the case
of a second bankruptcy, the bankruptcy period is extended to 36
months); (b) The debt limit to be eligible to file a consumer
proposal has been increased from $75,000 to $250,000, and (c)
secured lender can't terminate a contract simply due to the filing
of bankruptcy.


* Home Mortgage Cramdown Bill Defeated in House Vote
----------------------------------------------------
A bill to change bankruptcy law by allowing homeowners to cut down
the balance on home mortgages was defeated by a 241-188 vote in
the House on Dec. 11.  A similar bill passed the House in March,
only to fail in the Senate.  The bill had been offered as an
amendment to the House version of the financial services reform
bill.


* McDonald Hopkins Continues Expansion with Talarchyk Joining
-------------------------------------------------------------
Tina M. Talarchyk has joined the West Palm Beach office of
McDonald Hopkins LLC, a business advisory and advocacy law firm.
Ms. Talarchyk, who has more than 20 years of experience as a civil
trial attorney with a focus on bankruptcy and complex financial
litigation, is a Member in the firm's Business Restructuring and
Bankruptcy Department.  Before joining McDonald Hopkins, Ms.
Talarchyk was an attorney with the Squire Sanders law firm.

Ms. Talarchyk has represented chapter 11 debtors (public and
nonpublic), secured creditors, unsecured creditors, adversary
litigants and trustees in bankruptcy litigation.  She has handled
all aspects of chapter 11 proceedings from pre-bankruptcy planning
through plan confirmation to post-confirmation matters. In the
area of national and regional banks and financial institutions,
Talarchyk counsels secured, undersecured and unsecured creditors
in all types of workouts. In addition, Talarchyk's experience in
real estate, hospitality and medical facility bankruptcies is
extensive.

"Tina Talarchyk is an excellent addition to our firm's national
Business Restructuring and Bankruptcy Practice," said John T.
Metzger, managing member of the McDonald Hopkins West Palm Beach
office, which has 14 attorneys.  "She understands the importance
of helping business owners identify the best solutions for their
companies."

Earlier in her career, Ms. Talarchyk served judicial clerkships to
The Honorable Jack Musselman, The Honorable Barbara Bridge and The
Honorable Geoffrey Cohen of the Seventeenth Judicial Circuit of
Florida, and to The Honorable Bobby Gunther of the Fourth District
Court of Appeals, Florida.

Talarchyk received her J.D. from Villanova University in 1988 and
a B.A./B.S. from Temple University in 1984.

                   About McDonald Hopkins

With more than 130 attorneys in Chicago, Cleveland, Columbus,
Detroit, and West Palm Beach, McDonald Hopkins is a business
advisory and advocacy law firm focused on business law,
litigation, business restructuring and bankruptcy, healthcare, and
estate planning.  The president of McDonald Hopkins is Carl J.
Grassi.


* Milavetz Gallop Challenges 2005 Bankruptcy Abuse Provisions
-------------------------------------------------------------
Marcia Coyle at The National Law Journal reports that Milavetz,
Gallop & Milavetz has challenged in the U.S. Supreme Court several
provisions of the 2005 Bankruptcy Abuse Prevention and Consumer
Protection Act, saying that if the provisions are applied to
lawyers, they would breach the First Amendment, put lawyers in
conflict with state ethics regulations and compel lawyers to make
misleading disclosures in their advertising.

Jane Meinhardt at Tampa Bay Business Journal relates that the
American Bar Association filed a friend of the court brief in a
Minnesota case to exclude lawyers from certain provisions of the
act.  Business Journal states that bankruptcy lawyers want to be
excluded from a provision that classifies and governs them as debt
relief agencies.

Milavetz Gallop, says The Law Journal, is appealing the 8th U.S.
Circuit Court of Appeals' decision finding the advice prohibition
unconstitutional, but which upheld the other challenged
provisions.

The Law Journal relates that G. Eric Brunstad, Milavetz Gallop's
high court counsel told the justices that a provision barring debt
relief agencies from advising certain persons to "incur more debt
in contemplation" of filing for bankruptcy "whipsaws" lawyers
trying to apply it, and that "this provision requires truncated
advice".  The practical effect is to make it impossible for
lawyers to comply with their ethical obligation to truthfully
advise a client, the report states, citing Mr. Brunstad.

According to The Law Journal, Mr. Brunstad said that penalties for
violating the provision are serious and have driven "conscientious
bankruptcy lawyers" from this practice area.

The Law Journal, citing the assistant to the Solicitor General
William Jay, states that the restriction on advice is limited to
advice intended to abuse the bankruptcy system.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                               Total
                                              Share-      Total
                                    Total   holders'    Working
                                   Assets     Equity    Capital
Company             Ticker          ($MM)      ($MM)      ($MM)
-------             ------        -------   --------    -------
AUTOZONE INC        AZO US       5,385.82    (483.96)   (186.44)
DUN & BRADSTREET    DNB US       1,600.30    (720.30)   (181.70)
CLOROX CO           CLX US       4,598.00     (47.00)   (665.00)
BOEING CO           BA US       58,667.00    (877.00) (1,822.00)
MEAD JOHNSON-A      MJN US       1,964.30    (697.50)    502.30
BOEING CO           BAB BB      58,667.00    (877.00) (1,822.00)
BOARDWALK REAL E    BEI-U CN     2,405.68     (36.79)      0.00
TAUBMAN CENTERS     TCO US       2,607.20    (466.57)      0.00
BOARDWALK REAL E    BOWFF US     2,405.68     (36.79)      0.00
NAVISTAR INTL       NAV US       9,384.00  (1,294.00)    180.00
UNISYS CORP         UIS US       2,741.10  (1,145.50)    186.80
CHOICE HOTELS       CHH US         353.03    (132.91)    (13.42)
LINEAR TECH CORP    LLTC US      1,466.40    (163.78)    993.39
WEIGHT WATCHERS     WTW US       1,076.72    (748.21)   (329.14)
MOODY'S CORP        MCO US       1,874.20    (647.50)   (305.80)
CABLEVISION SYS     CVC US      10,128.00  (5,193.36)   (111.68)
ARTIO GLOBAL INV    ART US         280.40     (33.37)      0.00
WR GRACE & CO       GRA US       3,936.80    (312.30)  1,095.10
IPCS INC            IPCS US        559.20     (33.02)     72.11
AFFYMAX INC         AFFY US        144.93      (2.73)      7.14
DISH NETWORK-A      DISH US      8,658.74  (1,381.37)    710.57
PETROALGAE INC      PALG US          3.23     (40.14)     (6.62)
IMS HEALTH INC      RX US        2,110.52     (42.68)    230.86
KL ENERGY CORP      KLEG US          4.53      (3.09)     (6.50)
SUN COMMUNITIES     SUI US       1,189.20     (95.46)      0.00
REVLON INC-A        REV US         802.00  (1,043.40)    105.40
HEALTHSOUTH CORP    HLS US       1,754.40    (534.50)     35.90
ARTIO GLOBAL INV    A1I GR         280.40     (33.37)      0.00
TENNECO INC         TEN US       2,939.00    (213.00)    233.00
SUCCESSFACTORS I    SFSF US        181.33      (2.59)      3.21
NATIONAL CINEMED    NCMI US        607.80    (504.50)     85.00
OVERSTOCK.COM       OSTK US        144.38      (3.10)     34.09
REGAL ENTERTAI-A    RGC US       2,512.50    (258.50)    (13.60)
AGA MEDICAL HOLD    AGAM US        332.79     (47.64)     28.51
JUST ENERGY INCO    JE-U CN      1,378.06    (350.05)   (392.04)
OCH-ZIFF CAPIT-A    OZM US       1,976.06     (88.36)      0.00
THERAVANCE          THRX US        183.47    (175.21)    123.53
INTERMUNE INC       ITMN US        157.15     (83.36)     92.82
CARDTRONICS INC     CATM US        457.20      (8.29)    (41.75)
PALM INC            PALM US        793.95    (454.17)   (269.46)
UAL CORP            UAUA US     18,347.00  (2,645.00) (2,111.00)
VENOCO INC          VQ US          715.17    (169.00)    (13.00)
CHENIERE ENERGY     CQP US       1,918.95    (472.03)     28.24
KNOLOGY INC         KNOL US        643.99     (41.94)     20.90
WORLD COLOR PRES    WC CN        2,641.50  (1,735.90)    479.20
UNITED RENTALS      URI US       3,895.00     (18.00)    312.00
SONIC CORP          SONC US        849.04      (4.27)     84.81
BLOUNT INTL         BLT US         487.85     (22.15)     29.49
WORLD COLOR PRES    WC/U CN      2,641.50  (1,735.90)    479.20
ARVINMERITOR INC    ARM US       2,508.00  (1,248.00)     27.00
BLUEKNIGHT ENERG    BKEP US        316.83    (133.64)     (4.27)
FORD MOTOR CO       F US       205,896.00  (7,270.00) (9,751.00)
CENTENNIAL COMM     CYCL US      1,480.90    (925.89)    (52.08)
TALBOTS INC         TLB US         839.70    (190.56)     (3.95)
SANDRIDGE ENERGY    SD US        2,310.97    (190.99)      1.42
AFC ENTERPRISES     AFCE US        115.70     (22.90)     (0.30)
CENVEO INC          CVO US       1,601.19    (178.97)    203.42
MANNKIND CORP       MNKD US        288.66      (2.41)     34.89
JAZZ PHARMACEUTI    JAZZ US        102.17     (82.44)     (8.97)
INCYTE CORP         INCY US        472.82    (199.36)    358.38
EXTENDICARE REAL    EXE-U CN     1,655.19     (47.76)    126.26
DOMINO'S PIZZA      DPZ US         443.74  (1,350.12)    106.68
AMR CORP            AMR US      25,754.00  (2,859.00) (1,448.00)
EXELIXIS INC        EXEL US        421.10    (142.77)     91.53
DEXCOM              DXCM US         53.96      (9.10)     25.84
SALLY BEAUTY HOL    SBH US       1,490.73    (613.65)    341.73
OMEROS CORP         OMER US          6.91     (14.27)     (7.00)
ACCO BRANDS CORP    ABD US       1,078.00    (102.90)    217.20
AMER AXLE & MFG     AXL US       1,953.00    (739.60)     33.10
PDL BIOPHARMA IN    PDLI US        264.45    (242.39)    (16.23)
OSIRIS THERAPEUT    OSIR US        110.80      (3.29)     48.53
ZYMOGENETICS INC    ZGEN US        243.39     (21.76)     59.40
CYTORI THERAPEUT    CYTX US         25.00      (1.42)     11.37
PROTECTION ONE      PONE US        632.46     (82.40)      8.11
SELECT COMFORT C    SCSS US         82.27     (38.75)    (68.66)
FORD MOTOR CO       F BB       205,896.00  (7,270.00) (9,751.00)
DELCATH SYSTEMS     DCTH US          6.77      (4.94)     (4.98)
WARNER MUSIC GRO    WMG US       4,070.00    (143.00)   (650.00)
SIGA TECH INC       SIGA US          8.17     (11.49)     (4.07)
VIRGIN MOBILE-A     VM US          307.41    (244.23)   (138.28)
IMMUNOTECH LABOR    IMMB US          0.38      (2.09)     (2.32)
US AIRWAYS GROUP    LCC US       7,744.00    (260.00)   (552.00)
EPICEPT CORP        EPCT SS         11.96      (5.16)      5.79
MEDIACOM COMM-A     MCCC US      3,721.86    (434.75)   (253.93)
ISTA PHARMACEUTI    ISTA US         84.97     (78.41)     26.64
EASTMAN KODAK       EK US        7,483.00    (651.00)    935.00
LIN TV CORP-CL A    TVL US         772.71    (188.41)      6.57
STEREOTAXIS INC     STXS US         40.48     (15.27)      1.36
QWEST COMMUNICAT    Q US        20,225.00  (1,031.00)    766.00
HOVNANIAN ENT-B     HOVVB US     2,285.45     (73.61)  1,524.67
ENERGY COMPOSITE    ENCC US          0.00      (0.01)     (0.01)
SINCLAIR BROAD-A    SBGI US      1,629.15    (132.17)    (17.99)
HOVNANIAN ENT-A     HOV US       2,285.45     (73.61)  1,524.67
DYAX CORP           DYAX US         51.59     (49.20)     23.57
NPS PHARM INC       NPSP US        154.65    (222.37)     72.04
GLG PARTNERS INC    GLG US         466.58    (277.14)    168.33
GLG PARTNERS-UTS    GLG/U US       466.58    (277.14)    168.33
CINCINNATI BELL     CBB US       2,011.20    (614.00)     22.00
SEALY CORP          ZZ US        1,031.68    (115.14)    146.49
ADVANCED BIOMEDI    ABMT US          0.15      (1.16)     (1.24)



                            *********

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.

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