TCR_Public/091216.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 16, 2009, Vol. 13, No. 347

                            Headlines


ACCURIDE CORP: Amends Plan Ahead of Dec. 18 Hearing
AERO INVENTORY: Creditors File Involuntary Chapter 11 Petition
AHERN RENTALS: Moody's Cuts Probability of Default Rating to Caa3
AMERICAN TRAILER: Balloon-Payment Plan Feasible & Confirmed
AMBRILIA BIOPHARMA: To End Verdun Facilities Lease Dec. 31

AMBRILIA BIOPHARMA: Extends License Option Deal with ZBx
AMCORE FINANCIAL: Receives Non-Compliance Notice From NASDAQ
AMERICAN HOMEPATIENT: Forbearance Agreement Extended to Jan. 16
AMERICAN INT'L: CEO Benmosche Says Key Staff Get Pay Cut
ARCH ALUMINUM: U.S. Trustee Appoints 7-Member Creditors Panel

ARMOUR RESIDENTIAL: Receives Non-Compliance Notice From NYSE Amex
ASARCO LLC: Montana Gets $190 Mil. Under Environmental Pact
ASARCO LLC: Paid $1.79 Bil. to Settle Environmental Claims
ASARCO LLC: Thornton Seeks to Intervene in Suit vs. Parent
ASCALADE COMMUNICATIONS: Returns Capital to Shareholders

ATLANTIC CITY: Moody's Cuts Preferred Securities Ratings to 'Ba1'
AURORA OIL: Court Confirms Plan; Shareholders Get Nothing
AXIA INCORPORATED: Case Summary & 20 Largest Unsecured Creditors
BANKUNITED FSB: FDIC Blames 15 Ex-Officials for Bank's Failure
BEARINGPOINT INC: U.S. & Deloitte Object to Liquidating Plan

BEAZER HOMES: Fitch Sees Light at End of Tunnel for Homebuilders
BH S&B: Cerberus Sues Paul Hastings for Bad Advice on Loans
BONEYARD LLC: Case Summary & 8 Largest Unsecured Creditors
BRIAN R TUTTLE: Court Dismisses Chapter 7 Liquidation Case
BULLY'S SPORTS: 9 Stores to Remain Open, 300 Workers to Keep Jobs

CALUMET SPECIALTY: S&P Affirms Corporate Credit Rating at 'B'
CAMP COOLEY: May File Schedules & Statements Today
CANADIAN SUPERIOR: Gets Notification of Class Action Lawsuit in NY
CENTRAL PACIFIC: Bank Agrees to Consent Order with FDIC
CHINA CERAMICS: Receives Delisting Notice From NYSE Amex

CHRYSLER LLC: Old CarCo Files Liquidating Chapter 11 Plan
CHRYSLER LLC: High Court Rebuffs Indiana Pension Fund
CIRCUIT CITY: Ramps Up Recovery Effort With $19M Suit
CITIGROUP INC: Fitch Upgrades Individual Rating to 'C/D'
CLEAR CHANNEL: Moody's Assigns Corporate Family Rating at 'B2'

COLONIAL BANCGROUP: Obtains Interim OK to Access Non-Deposits
COYOTES HOCKEY: NHL Signs LOI to Sell Team to Ice Edge
CYFRED: Files for Bankruptcy After Superior Court Seized Property
COMMERCECONNECT: Names Former Journal Communications CEO as CFO
DECODE GENETICS: DIP Agreement With Saga Approved

DELTA AIR: Amends List of Unsecured Priority Claimants
DELTA AIR: Inks $688MM Pass-Through Trust Pact with Underwriters
DELTA AIR: Reiterates Opposition to Union Voting Change
DELTA PETROLEUM: S&P Raises Ratings on Senior Notes to 'CCC'
DENNIS S SPIELBAUER: Wants Continued Access to Property Rentals

DIGITAL ANGEL: Receives Non-Compliance Notice From Nasdaq
DOLLAR FINANCIAL: Moody's Affirms 'B2' Corporate Family Rating
D.R. HORTON: Fitch Sees Light at End of Tunnel for Homebuilders
DURA AUTOMOTIVE: Patriarch Partners Acquires Majority Interest
ENRON CORP: Appeals Securities Settlement Decision

ECHO THERAPEUTICS: Posts $1.2 Million Net Loss in Q3 2009
EDGE PETROLEUM: Mariner Energy to Purchase Operations
ETELOS INC: September 30 Balance Sheet Upside-Down by $11.95 Mil.
EVERGREEN GAMING: Century Casinos to Acquire Silver Dollar
FAYETTEVILLE MARKETFAIR: Case Summary & Unsecured Creditors

FIRSTFED FINANCIAL: Heimbuch Resigns; Giraldin Takes CEO Post
FLYING J: El Paso Offers $99.5MM for Unit, Wants to Reopen Bidding
FONTAINEBLEAU LV: 'No Credit Bidding' Detrimental, Says Examiner
FONTAINEBLEAU LV: Retail Units DIP Joinder Pact Has Interim Nod
FONTAINEBLEAU LV: WTC Sues Contractors to Subordinate Liens

FORUM HEALTH: Moves Pishkur's Hearing to Jan. 12 to Evaluate Bids
FREMONT GENERAL: Ranch Capital Files Plan to Resolve Claims
FRONTERA COPPER: To Defer Paying December 15 Interest
GATEWAY ETHANOL: Court Extends Ch. 11 Plan Filing Until January 28
GENERAL GROWTH: Court Confirms Reorganization for $10-Bil. Loans

GI JOE'S: Court Allows Distributor's Non-Redundant Claims
GLOBAL ENERGY: Has Until January 25 to File Schedules & Statement
GLOBAL ENERGY: Meeting of Creditors Scheduled for January 4
GORDON RAMSAY: Has New Projects After Near Brush with Bankruptcy
GPX INTERNATIONAL: Court OKs $54.2MM Sale of Assets to Alliance

GREYSTONE PHARMACEUTICALS: Gets Initial OK for BLN Capital Loan
GSI GROUP: U.S. Trustee Sets Meeting of Creditors for Dec. 18
HANESBRANDS INC: Moody's Raises Ratings on $494 Mil. Notes to 'B1'
HAUPPAUGE DIGITAL: NASDAQ Grants Request for Continued Listing
HOLLEY PERFORMANCE: Court OKs Auction of Clean Power on January 5

HOVNANIAN ENTERPRISES: Fitch Sees Light at the End of the Tunnel
IDEARC INC: Sees Bankruptcy Exit by Yearend After Court OKs Plan
INTEGRATED BIOPHARMA: Posts $937,000 Net Loss in Qtr Ended Sept 30
INVITEL HOLDINGS: Magyar Secures Consents for Waivers, Amendments
JONES STEPHENS: Files for Bankruptcy with Exit Plan

JOSEPH GILCHRIST: Case Summary & 20 Largest Unsecured Creditors
KB HOME: Fitch Sees Light at End of Tunnel for Homebuilders
LEHMAN BROTHERS: FINRA Compensates Investor for Notes
LEHMAN BROTHERS: HKMA Updates on Probe on Minibonds
LEHMAN BROTHERS: LBI Trustee Has Deal on Misdirected Transfers

LEHMAN BROTHERS: LBSF Ch. 11 Case Recognized as Main Proceeding
LEHMAN BROTHERS: Reps Mull Deal to Determine Intercompany Balances
LEHMAN BROTHERS: Varde, JPM Buying Millions in Claims
MAINEPCS LLC: Files for Chapter 11 Bankruptcy
MEDIALINK WORLDWIDE: Earns $48,000 in Q2 2009

MED-TRANS OF TENNESSEE: To Auction Off Assets on Wednesday
MOVIE GALLERY: Selects Moelis & Company as Financial Advisor
NETBANK INC: Supervisor's Deal With Holland & Knight OK'd
NEW ENERGY SYSTEMS: Appoints Anytone Co-Founder Yu as Chairman
NEWPORT TELEVISION: S&P Junks Corporate Credit Ratings From 'B-'

NOVADEL PHARMA: Files Form 25 to Remove Shares from NYSE Listing
NOVADEL PHARMA: Files Redacted Copies of Mist and ECR Agreements
OPTI CANADA: Unveils 2010 Capital Program and Project Update
PALM ENERGY: Chevron Faults Plan Over Oil Well Contracts
PATIENT SAFETY: Names Marc Rose as CFO, Treasurer and Secretary

PILGRIM'S PRIDE: JBS to Sell US$2BB Bonds in Unit to Aid in Buyout
POWER SPORTS: Sept. 30 Balance Sheet Upside-Down by $4.48 Million
PRECISION DRILLING: Moody's Gives Stable Outlook, Keeps Ba2 Rating
RANCHER ENERGY: U.S. Trustee Unable to Appoint Creditors Committee
REFCO INC: Administrators Find Chapter 7 Trustee's Fees Too High

RENEW ENERGY: Valero to Buy 2 VeraSun, 1 Renew Energy Plant
RIVER WEST: Files Chapter 11 Plan of Reorganization
RIVER WEST: Gets Court's Interim Nod to Access to Cash Collateral
RIVER WEST: Sec. 341 Creditors Meeting Set for Jan. 11
RIVER WEST: Taps Meltzer Purtill as Bankruptcy Counsel

SANDISK CORP: S&P Gives Positive Outlook, Affirms 'B' Rating
SECURUS TECHNOLOGIES: S&P Affirms 'B-' Corporate Credit Rating
SIX FLAGS: Bondholders Disclose UBS Raising $2-Bil. Exit Funding
SMURFIT-STONE: To Permanently Close Missoula and Ontonagon Mills
SONIC AUTOMOTIVE: Board Adopts Supplemental Exec Retirement Plan

SPANISH BROADCASTING: Receives Nasdaq Staff Determination
SPANSION INC: Morgens Waterfall, et al., Disclose 5.31% Stake
ST JOHNSBURY: Moody's Cuts Ratings on $3.3 Mil. Debt to 'Ba1'
STERLING FINANCIAL: Receives Non-Compliance Notice From NASDAQ
STOUDEMIRE'S DOWNTOWN: Files for Ch. 11 Due to Revenue Drop

STRATUS MEDIA: Posts $598,000 Net Loss in Q3 2009
SUMMIT AT COPPER: Owners to Control Unsold Units Under Plan
SUPERIOR ENERGY: Hallin Deal Won't Affect Moody's 'Ba3' Rating
TARRAGON CORP: Court Extends Solicitation Period Until February 8
TARRAGON CORP: Can Access $4.51MM DIP Loan from Westminster

TOUSA INC: Lenders Amend Note on Payments Subject to Disgorgement
TOUSA INC: Proposes to Pay Termination Fee to Lennar Texas
TOUSA INC: Transeastern Lenders Reiterate Appeal on Fraud Transfer
TRONOX INC: Huntsman Ready to Raise Bid, Alleges Breach of Deal
TROPICANA ENT: T. Recine Named Las Vegas VP for Food & Beverage

UAL CORP: Reports November 2009 Traffic Results
US AIRWAYS: Completed Majority Improvement Program in November
US AIRWAYS: Files S-3 Registration Under 1933 Act
US AIRWAYS: M. Gray Named as VP for Business Technology
US AIRWAYS: Says Review Should Start at Present State of Industry

UTGR INC: To End Dog Racing as Part of Bankruptcy Reorganization
VISTEON CORP: Debt Recovery Buys Philips' $613,600 Claim
VISTEON CORP: E. Burgess Wants to File Late Claim
VISTEON CORP: Wants to Expand E&Y Services
WALKING CO: Wants 30-Day Extension of Schedules Filing Deadline

WALKING CO: Wants Tiger Capital as Liquidation Consultant
WALKING CO: Wants to Conduct Store Closing Sales at 90 Stores
WALKING CO: Wants to Employ CTG as Financial Advisor
WEGENER CORP: Receives Non-Compliance Notice From Nasdaq
WORKSTREAM INC: Closes Note Exchange and Restructuring

WORLDSPACE INC: Committee Considers De-Orbiting Satellite Plan
XERIUM TECHNOLOGIES: Lenders Extend Loan Covenant Waiver
XIOM CORP: Becomes Unit of Environmental Infrastructure Holdings
YL WEST: U.S. Trustee Set Meeting of Creditors for January 5

* Dubai's New Restructuring Law Aims to Calm Creditors
* Fitch Sees Light at the End of the Tunnel for US Homebuilders
* High Court Lets Pension Termination Fee Ruling Stand

* Marlin Equity Partners Closes $650 Million Equity Funds
* PricewaterhouseCoopers Acquires Alaris Consulting's Assets

* Upcoming Meetings, Conferences and Seminars


                            *********

ACCURIDE CORP: Amends Plan Ahead of Dec. 18 Hearing
---------------------------------------------------
Accuride Corp. amended its proposed plan of reorganization and
explanatory disclosure statement that were filed November 17,
2009.  Accuride filed the updated version of the documents ahead
of the December 18 hearing to consider the adequacy of the
information of the disclosure statement.

The reorganization plan filed on December 11 did not contain any
major changes from the original version of the Plan.

If Accuride wins approval of the disclosure statement, creditors
would be required to return ballots by January 29 for a plan that
offers to return 100 cents on the dollar to unsecured creditors
and gives 98% of the new stock to holders of subordinate notes.

Only impaired creditors -- general unsecured claimants are not
impaired -- are voting on the Plan.

Additional terms of the Plan are:

   -- Accuride will amend its existing secured credit agreement to
      modify certain financial covenants and extend its maturity
      through June 30, 2013.  Recovery would be 100%.

   -- Accuride's $291.22 million of subordinated notes will be
      converted into 98,000,000 shares of new stock (98% of the
      stock) of reorganized Accuride.  Recovery would be 42.9%

   -- Unsecured trade creditors will be unimpaired and will be
      paid in full.  Recovery would be 100%.

   -- Holders of preferred equity interests will be paid with a
      $100 liquidation preference in cash.  Recovery would be
      100%.

   -- Accuride's common stock will be cancelled and, if the equity
      holders of equity interests vote to accept the Plan, they
      will receive 2,000,0900 shares (2% of the stock) and
      warrants to purchase an  additional 22,058,824 shares.

   -- The Reorganized Debtors and Accuride Canada Inc., will enter
      into a restructured credit facility in an amount equal to
      $308.2 million.

   -- The reorganized Accuride will complete a $140 million rights
      offering of new senior unsecured convertible notes to
      current noteholders.

A hearing to consider confirmation of the plan is tentatively
scheduled for February 10.  Objections are due January 29.

                      About Accuride Corp.

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

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

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

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


AERO INVENTORY: Creditors File Involuntary Chapter 11 Petition
--------------------------------------------------------------
Law360 reports that three aircraft parts companies have filed an
involuntary Chapter 11 petition for U.K.-based aircraft
maintenance and inventory management company Aero Inventory (UK)
Ltd., claiming the company is too heavily invested in the U.S. to
proceed under the bankruptcy laws reserved for foreign companies.

Aero Inventory (UK) Limited -- http://www.aeroinventory.com/-- is
a service provider to companies in the aerospace industry,
providing a comprehensive procurement and inventory management
service.  Aero Inventory's ultimate goal is to become the world's
leading aircraft consumable parts service provider.  Aero
Inventory is listed on the Alternative Investment Market of the
London Stock Exchange with operations in the United Kingdom,
Australia, Canada, China, Bahrain, Hong Kong, Indonesia, Japan,
Switzerland and the United States of America.

Aero Inventory (UK) Limited Ltd. filed a Chapter 15 petition on
November 12, 2009 (Bankr. D. Calif. Case No. 09-41758).  The
Chapter 15 Petitioner's counsel are James Tucker, Richard Hels and
Allan Graham, Esq., at ____.   The Company said it had US$100
million to US$500 million in assets and US$500 million to US$1
billion in debts in its petition.


AHERN RENTALS: Moody's Cuts Probability of Default Rating to Caa3
-----------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating of Ahern Rentals, Inc., to Caa3 from Caa2 and downgraded
the rating on Ahern's $290 million 9.25% second lien notes due
August 2013 to Ca (LGD 4, 54%) from Caa3 (LGD 5, 76%).  The
corporate family rating of Caa2, the speculative grade liquidity
rating of SGL-4, and the negative outlook remain unchanged.

The action follows Ahern's December 7, 2009 announcement of a
second lien notes consent solicitation statement, and a related
debt exchange the company has planned with a second lien note
holder.  The planned transaction, among other specified terms,
would enable a certain second lien note holder to exchange
$53.3 million face value of notes for $40 million of new first
lien debt, and the investor would also contribute $50 million in
cash, raising the new first lien debt balance to $90 million.  The
cash would be used to repay revolver borrowings and some may be
held on hand, depending on the success of Ahern's second lien
consent solicitation results.  Related to the envisioned
transaction, Ahern is reportedly seeking to amend the second lien
note indenture's priority lien debt incurrence terms.  As well,
Ahern has stated that it is negotiating an amendment to its first
lien asset-based revolving credit facility to permit the new first
lien debt, and to amend other terms -- including required
financial covenants.  Ahern has stated that, should it receive the
first lien amendment, it will proceed with the second lien
exchange transaction regardless of whether or not it receives
majority second lien consent.

Moody's will likely consider the foregoing transaction to be a
distressed exchange.  Without the transaction, in Moody's view,
the company's financial flexibility would be minimal with near-
term risk of a first lien financial covenant breach, and potential
for further used equipment price declines to accompany low
equipment rental demand in 2010.  The Caa3 probability of default
rating captures Ahern's rising leverage (debt to EBITDA 6.8
times), a weak liquidity profile, an unfavorable demand outlook
for non-residential construction, and expectation that the
proposed transaction would position remaining second lien note
holders less advantageously within Ahern's capital structure.

Upon the conclusion of the exchange offer, Moody's expects to
revise the ratings to reflect the post-exchange credit profile; at
that time, to denote the limited default, an "LD" designation
would be added to the probability of default rating.

The negative outlook reflects high leverage, likelihood of
sustained weak demand, and recognition that Ahern's asset-based
first lien credit agreement requires a 4.5 times maximum leverage
test and a 1.0 time minimum fixed charge coverage test that
activate when availability declines below $25 million; as of
September 2009, availability was $27 million.

Moody's rated $290 million 9.25% second priority global notes due
August 2013 to Ca LGD4, 54% from Caa3 LGD5, 76%.

Moody's last rating action on Ahern occurred March 2, 2009, when
the probability of default rating was downgraded to Caa2 from B3.

Ahern Rentals, Inc., headquartered in Las Vegas, NV, is a regional
equipment supplier with 61 branches predominately in the Southwest
region of the United States.  The company specializes in high
reach equipment.  For the twelve months ended September 2009 Ahern
generated revenues of $303 million.


AMERICAN TRAILER: Balloon-Payment Plan Feasible & Confirmed
-----------------------------------------------------------
WestLaw reports that the mere fact that a debtor's proposed
Chapter 11 plan provided for a final balloon payment from the
proceeds of an anticipated refinancing, after the debtor, which
was making payments to its largest secured creditor based on a
ten-year amortization schedule, had reduced this debt to between
55% and 58% percent of its current level over the five-year term
of its plan, did not make the plan "infeasible" and incapable of
being confirmed.  The useful economic life of the collateral
securing this creditor's claim was very long, and there was
evidence that it had actually appreciated in value while the case
was pending.  Moreover, the debtor had not missed a single debt
service payment during the case and had not needed additional
financing to pay its postpetition expenses, such that its current
financial problems seemed to be related to the economic downturn
of the national economy as a whole, rather than to any poor
management decisions.  In re American Trailer and Storage, Inc., -
-- B.R. ----, 2009 WL 3756975 (Bankr. W.D. Mo.) (Dow, J.).

Based in Kansas City, American Trailer & Storage, Inc. provides
temporary storage and transportation to various industries in the
U.S.  The company operates in locations in Kansas City, St. Louis
and Lincoln, Neb.  The company filed for Chapter 11 relief on
Sept. 23, 2008 (Bankr. W.D. Mo. Case No. 08-43929).  Donald G.
Scott, Esq., at McDowell Rice Smith & Buchanan, represents the
Debtor as counsel.  When the Debtor filed for protection from its
creditors, it listed assets of $1 million to $10 million, and
debts of $1 million to $10 million.  On June 15, 2009, the Debtor
filed its Second Amended Disclosure Statement and First Amended
Plan of Reorganization.  On June 24, 2009, the Court approved
the Debtor's Second Amended Disclosure Statement.  Bank of the
West, the Debtor's largest secured creditor, owed nearly
$6 million, voted against the Plan and objected to confirmation.
Months of litigation followed, culminating in Judge Dow
overruling the Bank's objections and confirming the Debtor's
plan on Nov. 9, 2009.


AMBRILIA BIOPHARMA: To End Verdun Facilities Lease Dec. 31
----------------------------------------------------------
Ambrilia Biopharma Inc. is providing its bi-weekly Default Status
Report under National Policy 12-203 - Cease Trade Orders for
Continuous Disclosure Defaults.

On November 16, 2009, Ambrilia announced that the filing of its
interim financial statements, management's discussion and analysis
and related CEO and CFO certifications for the third quarter ended
on September 30, 2009, was being delayed beyond the filing
deadline thereof.

On August 11, 2009, Ambrilia had previously announced that the
filing of its interim financial statements, management's
discussion and analysis and related CEO and CFO certifications for
the second quarter ended on June 30, 2009, was being delayed
beyond the filing deadline thereof.

Ambrilia reports that, since its most recent default announcement
on November 16, 2009, there have not been any material changes to
the information contained therein, nor any failure by Ambrilia to
fulfill its intentions with respect to satisfying the provisions
of the alternative information guidelines, and there have been no
additional defaults subsequent to such announcement.  Further,
there have been no material changes respecting Ambrilia and its
affairs since its last bi-weekly Default Status Report dated
November 30, 2009, other than those described below.  Ambrilia
intends to file, if required, its next Default Status Report by
December 28, 2009.

Ambrilia also announced December 14 that Dr. Francois Lombard has
resigned as a member of its Board of Directors, effective
immediately.  Mr. Frederic Porte, Chairman of the Board of
Directors of Ambrilia stated "On behalf of the Board, I wish to
thank Francois for his significant contribution to Ambrilia since
he joined the Board in 2006."

Further, Ambrilia announced that it has taken additional cost-
cutting actions resulting in the closure of its manufacturing
facility and a further reduction in cash consumption and
headcount.  These actions will further preserve its cash into
2010.

Finally, Ambrilia announced that it has notified its landlord that
it is terminating its lease agreement for its Verdun facilities
effective December 31, 2009.  Ambrilia will relocate to smaller
and less expensive facilities given its reduced number of
employees and activities.  The Initial Order issued on July 31,
2009, by the Commercial Division of the Superior Court of Montreal
in favor of, inter alia, Ambrilia under the Companies' Creditors
Arrangement Act (Canada) authorizes Ambrilia to repudiate any
contracts as it deem appropriate.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the CCAA.

                    About Ambrilia Biopharma Inc.

Ambrilia Biopharma Inc. -- http://www.ambrilia.com/-- is a
biotechnology company focused on the discovery and development of
novel treatments for viral diseases and cancer.  The Company's
strategy aims to capitalize on its broad portfolio and original
expertise in virology.  Ambrilia's product portfolio is comprised
of oncology and antiviral assets, including two new formulations
of existing peptides for cancer treatment, a targeted delivery
technology for cancer, an HIV protease inhibitor program as well
as HIV integrase and entry inhibitors, Hepatitis C virus
inhibitors and anti-Influenza A compounds.  Ambrilia's head
office, research and development and manufacturing facilities are
located in Montreal.

The Company is currently subject to court protection under the
CCAA.


AMBRILIA BIOPHARMA: Extends License Option Deal with ZBx
--------------------------------------------------------
Ambrilia Biopharma Inc. has extended the exclusive license option
agreement with ZBx Corporation that granted ZBx the worldwide
rights to develop, manufacture and commercialize Ambrilia's PSP94
technology in ZBx's Zap(TM) Rapid Test System and Assays.

The terms of the extension provide an additional period ending on
May 31, 2010.  During this period, ZBx intends to have completed a
third party evaluation of Ambrilia's PSP94 technology in the
detection of prostate cancer and to advance the adaptation of the
PSP94 technology to the ZAP(TM) Rapid Test System and other
testing systems for commercial exploitation.  At any time during
the extended evaluation period, ZBx is entitled to exercise its
option to an exclusive license, upon which Ambrilia would be
eligible to receive up to a total of $US3.6 million with the
achievement of all development and commercialization milestones.
In addition, Ambrilia would be entitled to royalties on sales, as
well as a percentage share of any sublicense proceeds.  ZBx will
cover all costs associated with the evaluation and future costs
associated with the further development, manufacturing and
commercialization.  No additional financial details were
disclosed.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the CCAA.

                 About Ambrilia Biopharma Inc.

Ambrilia Biopharma Inc. -- http://www.ambrilia.com.--  is a
biotechnology company focused on the discovery and development of
novel treatments for viral diseases and cancer.  The Company's
strategy aims to capitalize on its broad portfolio and original
expertise in virology.  Ambrilia's product portfolio is comprised
of oncology and antiviral assets, including two new formulations
of existing peptides for cancer treatment, a targeted delivery
technology for cancer, an HIV protease inhibitor program as well
as HIV integrase and entry inhibitors, Hepatitis C virus
inhibitors and anti-Influenza A compounds.  Ambrilia's head
office, research and development and manufacturing facilities are
located in Montreal.

The Company is currently subject to court protection under the
CCAA.


AMCORE FINANCIAL: Receives Non-Compliance Notice From NASDAQ
------------------------------------------------------------
AMCORE Financial, Inc., received a notice from The Nasdaq Stock
Market stating that because the minimum bid price of the Company's
common stock was below $1.00 per share for 30 consecutive business
days, the Company was therefore not in compliance with Nasdaq
Marketplace Rule 5450(a)(1).

The notification letter has no effect at this time on the listing
of the Company's common stock on The Nasdaq Global Select Market
and the Company's common stock will continue to trade under the
symbol AMFI.

The letter was issued in accordance with standard NASDAQ
procedures.  AMCORE is provided a grace period of 180 calendar
days in which to regain compliance with the minimum bid price
rule.  If at any time before June 7, 2010, the bid price of
AMCORE's stock closes at $1.00 per share or more for a minimum of
10 consecutive business days, NASDAQ will provide written
confirmation to AMCORE that it has regained compliance.

If AMCORE does not regain compliance with the bid price rule by
June 7, 2010, NASDAQ will notify the Company that its common stock
is subject to delisting from The Nasdaq Global Select Market.  In
that event, the Company may appeal the delisting determination to
a Hearings Panel or the Company may be eligible for an additional
grace period of 180 days if it meets the initial listing
standards, with the exception of bid price, and is approved for
transfer to The Nasdaq Capital Market (formerly the Nasdaq
SmallCap Market).

AMCORE intends to actively monitor the bid price for its common
stock between now and June 7, 2010, and will consider available
options to regain compliance with the NASDAQ minimum bid price
requirements.

                           ABOUT AMCORE

AMCORE Financial, Inc. -- http://www.AMCORE.com/-- is
headquartered in Northern Illinois with 66 locations in Illinois
and Wisconsin.  AMCORE provides a full range of consumer and
commercial banking services, a variety of mortgage lending
products and wealth management services including trust,
brokerage, private banking, financial planning, investment
management, insurance and comprehensive retirement plan services.

AMCORE common stock is listed on The NASDAQ Stock Market under the
symbol "AMFI."


AMERICAN HOMEPATIENT: Forbearance Agreement Extended to Jan. 16
---------------------------------------------------------------
American HomePatient, Inc. (OTCBB: AHOM), one of the nation's
largest home health care providers, announced that it has entered
into a sixth forbearance agreement with NexBank, SSB, the agent
for its senior debt, and the holders in interest of a majority of
the senior debt.

Approximately $226 million was due to be repaid in full on the
maturity date of August 1, 2009 pursuant to the terms of the
Company's secured promissory note to the Agent.  The parties to
the forbearance agreement have agreed to not exercise, prior to
January 16, 2010, any of their rights or remedies for the
Company's failure to repay the debt in full on the maturity date.
The Company, the Agent, and the Forbearance Holders continue to
work toward a resolution of the debt maturity issue. However,
there can be no assurance a resolution will be reached with
favorable terms to the Company and its stockholders or at all.

American HomePatient, Inc. is one of the nation's largest home
health care providers with operations in 33 states. Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home. American HomePatient, Inc.'s common
stock is currently traded in the over-the-counter market or, on
application by broker-dealers, in the NASD's Electronic Bulletin
Board under the symbol AHOM or AHOM.OB.


AMERICAN INT'L: CEO Benmosche Says Key Staff Get Pay Cut
--------------------------------------------------------
Serena Ng at The Wall Street Journal reports American
International Group CEO Robert Benmosche said 10 individuals who
report directly to him have lost a combined $168 million in prior
years' pay since the U.S. bailout of AIG in September 2008.
Another five employees at AIG's financial-products division, who
are unwinding its derivative trades, have lost $88 million in
prior pay.

According to the Journal, the executives lost that money when
their cash bonuses were cut and unvested stock salary and stock
options they previously earned were rendered almost worthless
after AIG's near failure.

Mr. Benmosche told the Journal his biggest challenge in recent
negotiations with U.S. pay czar Kenneth Feinberg was about
"getting sufficient cash to these people, who are starting from
scratch in many ways."

The Journal reports Mr. Feinberg on Friday announced 2009 pay for
top employees at AIG and three other companies that have received
large amounts of government aid.  Mr. Feinberg, according to the
Journal, limited salaries for roughly 75 individuals at each firm
to $500,000 and said cash compensation should not exceed 45% of
their total pay.  Mr. Feinberg also determined that at least half
of each employee's compensation must be held for three years, in
stock or some other long-term instrument.

In AIG's case, the Journal relates, Mr. Feinberg agreed to let the
insurer make substantial cash "retention payments" it earlier
promised to certain executives, without subjecting those employees
to much tougher federal curbs on cash salaries.  The Journal says
his decision followed weeks of discussions with Mr. Benmosche,
AIG's board and officials from the Federal Reserve Bank of New
York and Treasury, who had reasoned that AIG needed to keep
certain individuals to improve its chances of repaying taxpayers.
The insurer's board also had some leeway to approve pay above
$500,000 for a small number of employees.

"I believe that working with Ken Feinberg and his team, we've
found a pretty good balance," Mr. Benmosche told the Journal. "Is
it perfect? No. But it's a good deal when both parties walk away a
little unhappy."

The Journal says AIG's next pay milestone will be in February,
when Mr. Feinberg is expected to set 2010 compensation for AIG's
top 100 executives. "I don't think we'll have as much difficulty
next year as we had this year because we now have a good
framework," Mr. Benmosche said.

Mr. Benmosche also said in the interview AIG, in its current form,
is too large and needs to shrink.  "I feel strongly that AIG is
too big today--it is extremely complex to manage and we need to
make sure it's more transparent, that it's smaller, and that we
can make it on our own," he told the Journal.

                            About AIG

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

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

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


ARCH ALUMINUM: U.S. Trustee Appoints 7-Member Creditors Panel
-------------------------------------------------------------
The United States Trustee has appointed seven parties to the
Official Committee of Unsecured Creditors of Arch Aluminum & Glass
Co., Inc. and its affiliates.

The Committee members are:

     -- Pilkington North America Inc.
     -- Guardian Industries Corp.
     -- Ryder Truck Rental, Inc.
     -- The William L. Bonnell Company, Inc.
     -- Zeledyne, LLC
     -- Solutia, Inc.
     -- AGC Flatglass, North America

NetDockets says the representative of Pilkington North America
Inc. has been appointed as the temporary chairperson of the
Creditors' Committee.

                    About Arch Aluminum & Glass

Tamarac, Florida-based Arch Aluminum & Glass Co. --
http://www.archaluminum.net/-- is one of North America's largest
architectural glass and aluminum fabricators and distributors.

Arch Aluminum & Glass and various affiliates -- Arch Aluminum
L.C.; AWP, LLC, dba Yale-Ogron; Arch Aluminum and Glass
International Inc.; and AAG Holdings, Inc. -- filed for Chapter 11
bankruptcy protection November 25, 2009 (Bankr. S.D. Fla. Case No.
09-36232).  Arch Aluminum & Glass listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.

The Debtors are seeking to sell substantially all of their assets,
with an affiliate of Grey Mountain Partners, LLC, a private equity
firm located in Boulder, Colorado, acting as the stalking horse
bidder.

Paul J. Battista, Esq., at Genovese Jblove & Battista, P.A.,
assists the Debtors in their restructuring efforts.  Schnader
Harrison Segal & Lewis LLP is the Debtors' special counsel.
Vincen J. Colistra at Phoenix Management Services is the Debtors'
restructuring services provider.  Michael Dillahunt and Piper
Jaffrey & Co. is the Debtors' investment banker.


ARMOUR RESIDENTIAL: Receives Non-Compliance Notice From NYSE Amex
-----------------------------------------------------------------
ARMOUR Residential REIT, Inc. received notice from the Staff of
the NYSE Amex, LLC on December 7, 2009 indicating that the Company
no longer complies with the Exchange's continued listing standards
due to the fact that the Company's current market capitalization
is below $50,000,000 and the Company does not currently have at
least 400 public shareholders, as required by Sections 101(c)(2),
101(d)(1) and 102(a) of the NYSE Amex Company Guide, and that its
securities are therefore subject to being delisted from the
Exchange.

On December 10, 2009, the Company appealed this determination and
requested a hearing before a committee of the Exchange.  There can
be no assurance that the Company's request for continued listing
will be granted.  As an alternative to listing on the Exchange,
the Company has commenced a listing application process with The
NASDAQ Stock Market.

                   ARMOUR Residential REIT, Inc.

ARMOUR is Maryland corporation focused on investing in residential
mortgage-backed securities.  ARMOUR is externally managed and
advised by ARRM.  ARMOUR intends to elect and qualify to be taxed
as a real estate investment trust for U.S. federal income tax
purposes, commencing with ARMOUR's taxable year ending
December 31, 2009.


ASARCO LLC: Montana Gets $190 Mil. Under Environmental Pact
-----------------------------------------------------------
Montana Governor Brian Schweitzer said the state of Montana
received nearly $195 million to clean up ASARCO LLC's
contaminated sites within the state, Montana's News Station.com
reports.

"It's been a long process," Mr. Schweitzer was quoted by
Montana's News as saying.  "But the settlement funds will pay
dividends to Montana's Restoration Economy for over a decade.  We
know that at least 31 high-paying jobs and about $2.6 million
will come back to the local economies for every $1 million spent
on environmental restoration and cleanup," he continued.

According to a separate report by McClatchy-Tribune Information
Services, ASARCO is expected to hand over its Montana properties
to a custodial trust, along with $138 million for cleanup work,
plus another $39.5 million directly to the state of Montana for
natural resource damages, as part of ASARCO's Court-approved
environmental settlement with various states and government
agencies.

McClatchy-Tribune relates that ASARCO will relinquish title to
3,980 acres of land at four sites in Montana.  Cleaned sites will
be sold and developed for commercial, industrial, residential or
other purposes, with the sale proceeds to revert back to the
trust to be used for additional cleanup work.

"Now that Montana has actually received the settlement funds, we
are looking forward to putting them to work cleaning up unhealthy
and contaminated site so that people can use and enjoy them again
for generations to come," Montana's News quotes Montana
Department of Environmental Quality Director Richard Opper as
saying.

The settlement funds will be used to clean sites in the former
lead smelter site in East Helena, the Mike Horse Site at the
Upper Blackfoot Mining Complex near Lincoln, the lead and silver
mines at the Barker Hughesville Superfund Site near Monarch, the
Black Pine Mine Site near Philipsburg, and the Flat Creek/Iron
Mountain Mine Site near Superior.

                       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: Paid $1.79 Bil. to Settle Environmental Claims
----------------------------------------------------------
As a result of the largest environmental bankruptcy in U.S.
history, $1.79 billion has been paid to fund environmental cleanup
and restoration under a bankruptcy reorganization of American
Smelting and Refining Company LLC (ASARCO), the Justice
Department, Environmental Protection Agency, Department of the
Interior and Department of Agriculture announced.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                       About ASARCO LLC

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

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

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

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

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

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

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

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

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

                        About Grupo Mexico

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

                           *     *     *

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


ASARCO LLC: Thornton Seeks to Intervene in Suit vs. Parent
----------------------------------------------------------
Charlotte M. Thornton, doing business as WorldARC Trust, ReCLAIM
Trusts, U-LINC Energy and Americas Solar & Remediation Co., seeks
leave from the Bankruptcy Court to intervene in the adversary
proceeding initiated by ASARCO LLC against Americas Mining
Corporation on certain fraudulent transfers pursuant to Rules
24(a) and (b) of the Federal Rules of Civil Procedure, and to
file a complaint-in-intervention setting forth claims for which
intervention is sought.

Ms. Thornton is the founder and chief executive officer of a
significant solar natural resource-based energy provider, U-LINC
ENERGY + SOLAR UTILITY.  She discloses that U-LINC ENERGY
possesses technology and explicit expertise and know how that is
able to transform within the decade the one-of-a-kind ASARCO LLC
assets in the U.S. Sunbelt into the analog equivalent of the U.S
geological formations known as the Salt Domes where the U.S.
Strategic Petroleum Reserves are held.  She tells the Court that
U-LINC ENERGY is able to transform ASARCO's assets into a
national security asset with economic benefit.

Ms. Thornton says that it is of enormous concern and frustration
that ASARCO's CEO has chosen to overlook her progressive workout
scenario for ASARCO, and its potential to quadruple ASARCO's
earnings by Year 6 even after being presented the scenario in his
own Board Room.  Ms. Thornton avers that she has consistently and
appropriately regarded the matter of National Security concerns
embedded in her filings, and continues to attempt to have the
Court treat them as matters with potential National Security
concerns.  Hence, Ms. Thornton asks the Court for the right to
file relevant intervention argument and documentation under seal.

Accordingly, Ms. Thornton asks the Bankruptcy Court to rule that
upon the occurrence of the effective date of the Parent's Plan of
Reorganization, all assets that Americas Mining Corporation has
placed into escrow as security for the Final Judgment not be
released by the escrow agent to AMC, and that the Court
reconsider entirely the legitimacy of the Parent's Plan that
expressly provides for the release of the SCC Final Judgment,
among other requests.

In another request, Ms. Thornton asks the Court to appoint an
attorney for her in connection with her request to intervene,
pursuant to the Guidelines for Litigants without Lawyers Southern
District of Texas No. 15.

                          AMC Objects

AMC contends that Ms. Thornton's asserted interest in the
Adversary Complaint -- a desire to acquire ASARCO land and
attendant "solar natural reserve rights" that she claims could be
used with certainty to offset the nation's dependency upon
foreign oil within the decade -- is facially absurd.  AMC adds
that Ms. Thornton's request does not satisfy the requirements of
Civil Rule 24, and that her attempt at intervention comes a year
and a half after the well-publicized trial in the ASARCO LLC-AMC
Adversary Complaint and more than seven months after final
judgment was entered.

As AMC's confirmed plan of reorganization for ASARCO is on the
cusp of closing, Ms. Thornton's intervention now would result in
significant prejudice to AMC as well as to ASARCO and its
creditors, AMC asserts.

ASARCO LLC opposes the approval of Ms. Thornton's request and
joins in AMC's response.

                         *     *     *

Judge Schmidt granted AMC's request to modify the June 2, 2009
Memorandum Opinion and Order to eliminate all registration,
bonding and security requirements; to allow the release of the
escrowed assets securing the Court's April 15, 2009 Final
Judgment; and to lift the voting and transferability restrictions
on AMC's Southern Copper Corporation stock, as of the effective
date of the Parent's Plan of Reorganization.

                       About ASARCO LLC

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

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

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

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

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

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

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

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

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

                        About Grupo Mexico

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

                           *     *     *

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


ASCALADE COMMUNICATIONS: Returns Capital to Shareholders
--------------------------------------------------------
Ascalade Communications Inc. disclosed return of capital in the
amount of C$0.159 per common share will be payable on December 22,
2009 to all shareholders of record as of December 8, 2009.  All
assets of the Company have been realized upon and these proceeds
are being disbursed to the shareholders as a return of capital.

The Company is subject to proceedings under the Companies'
Creditors Arrangement Act.  To facilitate the realization of the
Company's assets and the winding-up of the Company and its
business, on March 3, 2008 Deloitte & Touche Inc. was appointed
Monitor of the Company pursuant to the Company's CCAA filing.  In
June 2008 the Company's Plan of Compromise or Arrangement was
presented to the Company's creditors, who voted in favour of
accepting the Plan.  As a result of the creditors' acceptance of
the Plan, a court order was obtained on June 26, 2008 whereby the
Supreme Court of British Columbia sanctioned the approval of the
Plan.  Pursuant to the Plan, on December 3, 2009 payment of 100%
of all proven creditor's claims had been made by the monitor.  The
Monitor proposes obtaining an Order of the B.C. Supreme Court on
or about December 22, 2009 authorizing it to distribute the
remaining cash resulting from the sale of the assets of the
Company, to the Shareholders, passing its accounts and obtaining
its discharge. On December 8, 2009 the Monitor obtained a court
order permitting the Monitor to serve all interested parties with
notice of the proposed distribution and finalization of these
proceedings by serving all parties who had filed appearances in
the CCAA Proceedings or by filing this press release and posting
all supporting materials in respect of the proposed distribution
and finalization on the Monitor's website:
http://www.deloitte.com/ca/ascalade.

                About Ascalade Communications Inc.

Based in Richmond, British Columbia, Ascalade Communications Inc.
(TSE:ACG) -- http://www.ascalade.com/-- is an innovative product
company that designs, develops and manufactures digital wireless
and communication products.  The company deliver products by
offering its partners and customers complete vertical integration,
from product design and development to final production.  The
company's products include digital cordless phones, Voice over
Internet Protocol phones, digital wireless baby monitors and
digital wireless conference phones.  Ascalade products have been
distributed in more than 35 countries and under 80 regional
brands.  Ascalade also has facilities in Qingyuan, China, Hong
Kong and a sales office in Hertfordshire, United Kingdom.

As reported by the Troubled Company Reporter on March 4, 2008,
Ascalade announced its decision to seek protection from creditors
under the Companies' Creditors Arrangement Act with the British
Columbia Supreme Court.

On April 29, 2008, Jervis Rodrigues, senior vice-president of
Deloitte & Touche Inc., filed separate petitions for protection
under Chapter 15 of the U.S. Bankruptcy Code on behalf of Ascalade
Communications Inc. and its debtor-affiliate (Bankr. N.D. Ill.
Case Nos. 08-10612 and 08-10616).  Jeffrey G. Close, Esq., at
Chapman and Cutler LLP represents the Petitioner in the Chapter 15
case.  Ascalade's financial condition as of September 2007 showed
total assets of $99,630,000 and total debts of $40,410,000.


ATLANTIC CITY: Moody's Cuts Preferred Securities Ratings to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the Issuer Rating for
Atlantic City Electric Company to Baa2 from Baa1.  Separately,
Moody's affirmed ACE's First Mortgage Bonds at A3 and its
commercial paper rating at Prime-2.  The rating outlook for ACE is
stable.

"The downgrade of ACE's Issuer Rating is driven by a reduced cash
flow profile through mid-2012 associated with the company's refund
of previously over-collected non-utility generator charges" said
Moody's Vice President Scott Solomon.  "The rating action also
considers a widening gap between the price ACE pays for fixed
power under NUG contracts and what the power is sold for in the
wholesale market, resulting in a under-recovered position that has
further stressed ACE's cash flow in 2009" added Solomon.

ACE's parent Pepco Holdings, Inc. (Baa3 senior unsecured, stable
outlook), has provided funding support for the under-collection in
the form of $129 million of capital contributions to date in 2009.
As a result, ACE's debt balance has remained relatively stable.

The affirmation of ACE's first mortgage bonds is driven by Moody's
industry-wide rating action on August 3, 2009, when the rating
agency widened the notching between regulated utilities' senior
secured and senior unsecured ratings from the typical one to two
alpha-numeric ratings pursuant to historical default studies.
Because of ACE's negative outlook the company was excluded from
this previous rating action.

ACE is refunding approximately $66 million annually or
approximately $254 million of previously over-collected NUG
charges to ratepayers during the four-year period ending June
2012.  The return of these amounts will continue to pressure ACE's
cash flow and result in financial metrics that, when combined with
the relatively supportive regulatory environment, are more in line
with a Baa2 Issuer Rating.

NUG contracts continue to add volatility to ACE's cash flows.  ACE
is party to three long-term NUG contracts and sells the
electricity purchased under these long-term contracts into the
wholesale power market.  Prices in the wholesale power market had
exceeded those paid by ACE to the NUG's, causing an over-
collection that is now being refunded.  This year the price for
electricity in the wholesale power market has declined to below
those paid by ACE to the NUG's, causing an under-collection that
has grown to approximately $70 million for the nine months ended
September 30, 2009.

ACE filed a request with the New Jersey Board of Public Utilities
in May 2009 to increase rates by approximately $80 million
annually to offset the under-collection.  A decision by the BPU is
expected in early-to-mid 2010.  ACE has been entitled to recover
from its customers all of its costs, including NUG costs, incurred
in providing basic generation service.  Failure by the BPU to
provide recovery could create new pressure on the ratings.

The stable outlook is based on an expectation that the BPU will
allow ACE to recover the NUG under-collection in the near-term and
that the company will achieve debt metrics of cash flow from
operations pre-changes in working capital (CFO Pre-W/C) to
adjusted debt in the neighborhood of 15% in 2010.  Excluding
recovery of the under-collection, ACE's cash flow from operations
pre-changes in working capital to debt for 2010 would decline to
approximately 10%.  This metric is expected to improve in 2011,
assuming no further significant volatility in NUG prices, to
approximately 16% due in large part to an expected increase in
electric distribution base rates as a result of the rate case
submitted by ACE to the BPU requesting an increase in its
distribution base rates in August 2009 by $54 million annually.  A
procedural schedule has not yet been established.

ACE's ratings downgraded:

* Issuer Rating, downgraded to Baa2 from Baa1;
* Preferred Securities, downgraded to Ba1 from Baa3.

ACE's ratings affirmed:

* First Mortgage Bonds at A3;
* Commercial Paper at Prime-2.

Moody's last rating action on ACE occurred on July 3, 2008, when
the rating outlook was changed to negative from stable.

ACE is a wholly-owned subsidiary of Washington, D.C.-based Pepco
Holdings, Inc.


AURORA OIL: Court Confirms Plan; Shareholders Get Nothing
---------------------------------------------------------
The Hon. Scott W. Dales of the U.S. Bankruptcy Court for the
Western District of Michigan confirmed Aurora Oil & Gas
Corporation and Hudson Pipeline & Processing Co., LLC's Plan of
Reorganization.

The Plan provides that holders of administrative claims and DIP
facility claims will be paid in full, in cash.  Outstanding
letters of credit issued under the debtor-in-possession financing
facility may be converted to LoCs issued under the exit facility.

According to the Court-approved disclosure statement, first lien
lenders owed in excess of $73.8 million will recover 63% of their
claims through the issuance of new secured notes and 32 million
shares of the preferred stock of reorganized Aurora.  Holders of
second lien loan claims in excess of $56 million will receive
56 million shares of class A common stock of reorganized Aurora,
for a 0.000002% recovery.

Holders of general unsecured claims against Aurora will receive
their pro rata share of $150,000 cash allocated to them, for a 6%
to 9% recovery.  Holders of allowed general unsecured claims
against HPPC will split $50,000 in cash, for a recovery of 72% to
100%.  Holders of existing common stock won't receive anything.

A copy of the Plan filed on Oct. 7, 2009, is available for free
at http://bankrupt.com/misc/AuroraOil_DiscStatement.pdf

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

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

                      About Aurora Oil & Gas

Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(Pink Sheets: AOGS) is an independent energy company focused on
unconventional natural gas exploration, acquisition, development
and production, with its primary operations in the Antrim Shale of
Michigan, the New Albany Shale of Indiana and Kentucky.

The Company and one affiliate filed for Chapter 11 protection on
July 12, 2009 (Bankr. W.D. Mich. Case Nos. 09-08254 and 09-08255).
Judge Scott W. Dales presides over the case.  Stephen B. Grow,
Esq., at Warner Norcross & Judd, LLP, in Grand Rapids, Michigan;
and Joel H. Levitin, Esq., and Richard A. Stieglitz, Jr., at
Cahill Gordon & Reindel LLP, in New York, serve as the Debtors'
counsel.  Aurora listed between $100 million and $500 million each
in assets and debts.


AXIA INCORPORATED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Axia Incorporated
          fdba Ames Taping Tool Systems Company
          fdba Premier
          fdba TapeTech Tool Co., Inc.
          fdba FBH Contracting Services Corporation
          fdba Premier International
        3350 Breckinridge Blvd., Suite 100
        Duluth, GA 30096

Bankruptcy Case No.: 09-14407

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
Ames Holding Corp.                         09-14406
Ames Taping Tool Systems, Inc.             09-_____
TapeTech Tool Co., Inc.                    09-_____

About the Business: Axia Inc. is a manufacturer of automatic
                    taping and drywall finishing tools.  Axia is
                    controlled by Aurora Equity Partners.

Chapter 11 Petition Date: December 14, 2009

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

About the Business:

Debtors' Counsel: L. Katherine Good, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: good@rlf.com

                  Mark D. Collins, Esq.
                  Richards Layton & Finger
                  One Rodney Square
                  PO Box 551
                  Wilmington, DE 19899
                  Tel: (302)  651-7700
                  Fax: (302) 651-7701
                  Email: collins@RLF.com

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

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

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/deb09-14407.pdf

Debtor's List of 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Amsterdam Acquisition, LLC  Sub. Bank Debt         $8,178,808
John O'Hare                                        (Unknown
Saybrook Capital, LLC                               secured)
401 Wilshire Boulevard,
Suite 850
Santa Monica, CA 90401

Berlin Acquisition, LLC     Sub. Bank Debt         $5,852,622
John O'Hare                                        (Unknown
Saybrook Capital, LLC                               secured)
401 Wilshire Boulevard,
Suite 850
Santa Monica, CA 90401

Booker Promotions           Trade Debt             $8,451

Britton, Jeffery R.         Compensation/          $73,385
                            Wages

Buchanan, William A.        Compensation/          $11,418
                            Wages

Carl. R. Winn               Compensation/          $231,071
dba Viking Consul           Wages

Cedar Creek SPIRET Loan     Sub. Bank Debt         $6,882,683
Trust                                              (Unknown
Douglas Gervolino                                   secured)
677 Washington Blvd.
6th Floor Tower
Stamford, CT 06901

D.E. Shaw Laminar           Sub. Bank Debt         $10,289,087
Portfolios, LLC                                    (Unknown
Maureen Welby Knoblauch                             secured)
D.E. Shaw & Co., L.P.
1166 Avenue of the
Americas, Fifth Fl.
New York, NY 10036

Dooley, Jr., Thomas J.      Compensation/          $7,366
                            Wages

General Electric Capital    Sub. Bank Debt         $6,061,652
Corporation                                        (Unknown
Scott W. Renzulli, CFA                              secured)
Vice President, Bank
Loan Group
201 Merritt Seven
Norwalk, CT 06856

Goldman Sachs Global        Sub. Bank Debt         $1,720,671
Opportunities Fund                                 (Unknown
Offshore, Ltd., Sandra                              secured)
Stulberger
Goldman Sachs Asset
Management
30 Hudson Street,
37th Floor
Jersey City, NJ 07302

Goldman Sachs Global        Sub. Bank Debt         $1,147,114
Opportunities Fund                                 (Unknown
Sandra Stulberger                                   secured)
Goldman Sachs Asset
Management
30 Hudson Street,
37th Floor
Jersey City, NJ 07302

GSC Recovery III Asset      Sub. Bank Debt         $15,211,213
Trust                                              (Unknown
Philip Raygorodetsky,                               secured)
Managing Dir.
GSC Group
500 Campus Drive,
Suite 220
Florham Park, NJ 07932

GSC Recovery III Parallel   Sub. Bank Debt         $13,555,487
Fund Asset Tr.                                     (Unknown
Philip Raygorodetsky,                               secured)
Managing Dir.
GSC Group
500 Campus Drive,
Suite 220
Florham Park, NJ 07932

Kline, Loren R.             Compensation/          $7,781
                            Wages

Phlipps, Laura B.           Compensation/          $10,277
                            Wages

SPCP Group, LLC             Sub. Bank Debt         $1,170,524
c/o Silver Point Capital                           (Unknown
Nancy Weir                                          secured)
2 Greenwich Plaza
Greenwich, CT 06830

UBS-Par Loan Trading        Sub. Bank Debt         $11,705,243
Dougleas Gervolino                                 (Unknown
677 Washington Blvd.,                               secured)
6th Floor Tower
Stamford, CT 06901

Van Kampen Dynamic Credit   Sub. Bank Debt         $4,664,257
Oppor. Fund                                        (Unknown
Robert Drobny, Executive                            secured)
Director
1 Parkview Plaza
Suite 100, 4th Floor
Villa Park, IL 60181

Viking Consulting, LLC      Compensation/          $39,140
                            Wages

The petition was signed by Peter Alexander, chief restructuring
officer of the Company.


BANKUNITED FSB: FDIC Blames 15 Ex-Officials for Bank's Failure
--------------------------------------------------------------
Brian Bandell at South Florida Business Journal says the Federal
Deposit Insurance Corp. blamed 15 former executives and directors
of BankUnited FSB for failure of the bank.

Mr. Bandell says the FDIC is seeking payment for unspecified civil
damages.  The agency alleged that the officials encouraged an
"overly reckless and aggressive growth strategy" that lacked
property oversight and fostered a lending mentality to "make the
loan long as the borrower has a puls," he notes.

                       About BankUnited, FSB

BankUnited, FSB, Coral Gables, Florida, was closed by regulators
on May 20, 2009, and the Federal Deposit Insurance Corporation was
appointed receiver.  BankUnited, a newly chartered federal savings
bank, acquired the banking operations, including all of the
nonbrokered deposits, of BankUnited, in an FDIC-facilitated
transaction.  BankUnited, the successor institution, is the
largest independent bank in Florida, as was its predecessor.  The
management team is headed by John Kanas, a veteran of the banking
industry and former head of North Fork Bank.

Bank United, FSB, had assets of $12.80 billion and deposits of
$8.6 billion as of May 2, 2009.  The new BankUnited assumed
$12.7 billion in assets and $8.3 billion in nonbrokered deposits.
The FDIC and BankUnited entered into a loss-share transaction and
Agreed to share in the losses on approximately $10.7 billion in
assets covered under the agreement.


BEARINGPOINT INC: U.S. & Deloitte Object to Liquidating Plan
------------------------------------------------------------
According to Law360, the U.S. government and Deloitte LLP have
both filed objections to BearingPoint Inc.'s second amended
Chapter 11 liquidation plan, saying the technology consulting
firm's plan attempts to escape liabilities to both the U.S. and
Deloitte.

The Official Committee of Unsecured Creditors, on the other hand,
supports the liquidating plan, saying that it "provides the
highest and best recoveries for creditors.

As reported by the TCR on Nov. 5, 2009, BearingPoint Inc. has
received approval of the disclosure statement explaining its
proposed liquidating Chapter 11 plan, Bill Rochelle at Bloomberg
reported.  As a result, BearingPoint will be able to proceed with
the solicitation of votes for, then seek confirmation of, the
Plan.  The confirmation hearing is scheduled for December 17.

The liquidating plan -- which amended the reorganization Plan
filed Feb. 18, 2009 -- calls for secured claims will be paid in
full in full.  Holders of general unsecured claims aggregating
$225,171,340 will recover 2.6% to 5.1% of their allowed claims.
Holders of $203 million worth of Series C notes and holders of $40
million in FFL notes will get 7.6% to 14.7% of their claims.
Series A and B noteholders owed $452,121,889 and equity holders
may receive beneficial interests in a liquidating trust, but are
currently expected to recover 0% of their claims or interests.

The Feb. 18 plan contemplated a reorganization for BearingPoint.
BearingPoint has instead pursued a sale of its units, after
determining that creditor recoveries would be maximized through
sales of the businesses.

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

    http://bankrupt.com/misc/BearingPoint_DS_Oct09.pdf
    http://bankrupt.com/misc/BearinPoint_Plan_Oct09.pdf

BearingPoint's initial plan called for secured lenders to swap a
$500 million loan for a $272 million loan and a letter of credit.
Under the earlier plan, unsecured creditors were to get different
classes of common stock.

                      About BearinPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D.N.Y., Case No. 09-10691).  The Debtors' legal advisor
is Weil, Gotshal & Manges, LLP, their restructuring advisor is
AlixPartners LLP, and their financial advisor and investment
banker is Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at Bingham
McCutchen LLP represents the Creditors' Committee.  Garden City
Group serves as claims and notice agent.

BearingPoint disclosed total assets of $1.655 billion and debts
of $2.201 billion as of December 31, 2008.  A full-text copy of
the Company's 2008 annual report is available for free at:

              http://researcharchives.com/t/s?3db8

On the petition date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition.  BearingPoint,
however, changed course and has instead pursued a sale of its
units, after determining that creditor recoveries would be
maximized through sales of the businesses.  BearingPoint Inc. is
presently soliciting votes for the liquidating Chapter 11 plan.
The confirmation hearing is scheduled for December 17.


BEAZER HOMES: Fitch Sees Light at End of Tunnel for Homebuilders
----------------------------------------------------------------
With various macroeconomic housing and related statistics
bottoming about mid-year 2009 and subsequently moving forward in
fits and starts, a four-year downturn has evidently come to an end
for U.S. homebuilders, according to Fitch Ratings in its outlook
report for the sector.

While Fitch maintains a Negative Outlook for U.S. homebuilding in
2010, the expected conclusion of the national housing credit has
positively influenced housing data over the last few months.
Pending home sales, existing home sales, single family housing
starts and single family new home sales have been generally
showing improvement after bottoming out earlier this year.  The
same holds true for new home inventories, home pricing and
consumer and builder sentiment.  Importantly, the U.S. economy
apparently moved from recession to expansion in third quarter-2009
(3Q'09).  However, challenges remain, especially the expected
upcoming surge in delinquencies and foreclosures for both Alt-A
and option adjustable-rate mortgages.

Fitch raised its forecasts for starts and new home sales earlier
this year, the first positive adjustments in these metrics in over
three years.  Nevertheless, Fitch anticipates that the early
stages of this expansion may be more muted than the average.

During the first 12-15 months off the bottom, the recovery may
appear jaw-toothed as substantial foreclosures now in the pipeline
present as distressed sales, and as meaningful new foreclosures
arise from Alt-A and option ARM resets.  High unemployment rates
and the probable tightening of certain FHA loan standards (higher
minimum credit scores for new borrowers and greater upfront cash
requirements) will be notable headwinds early in the upcycle.

"The continuation and expansion of the national housing credit
should partially help offset expected seasonal declines during the
winter months through the spring of 2010," said Managing Director
and lead U.S. homebuilding analyst Robert Curran.  "The federal
government's continuing efforts to moderate foreclosures may also
show some success in 2010."

Despite having fewer competitors, public builders will continue to
be challenged and need to maintain tight controls over costs and
expenses during 2010.

Ratings Rationale:

Housing continues to be weak.  Fitch expects that the public
builders by and large to typically stabilize their aggregate land
positions over the next 6-to-12 months or selectively add to
owned, developed lot holdings.  The still irregular flow of
appropriately priced land from banks and others tends to support
this conclusion.

"With operational and financial pressures moderating to some
extent, most public homebuilders have to operate successfully
within this still challenging environment or wither away," said
Curran.  Companies have to at least maintain current cost profiles
or continue to downsize to the point where they can remain/be
profitable (excluding nonrecurring real estate charges).  That
means possible further moderate cuts in staffing and other
overhead, as well as other cost reductions.

The builders' gross profit margins and selling, general, and
administrative expense/sales ratios will confirm the success of
their efforts.

The public homebuilders cannot significantly influence revenue
trends and profitability at present, but they can manage their
balance sheets and their liquidity.  In a period when liquidity is
still an issue for all U.S. companies, Fitch believes that,
overall, the U.S. homebuilding sector has adequate liquidity.
However, some weaker companies face greater liquidity risk.  Many
companies in this sector have generated meaningful free cash flows
over the past 12 months while terming out borrowings, and for some
maintaining access to committed bank facilities, which together
provide room to handle maturities and fund working capital needs
over the next year and beyond.  Admittedly, most facilities have
been substantially slimmed down as builders sought covenant relief
in amendments.

For certain builders, cash flow has been enhanced by relatively
recent debt offerings, large land sales, tax refunds, and even
some public equity offerings (e.g. Meritage Homes Corp.; Hovnanian
Enterprises, Inc.; Lennar Corp.; M/I Homes, Inc.) or other
external cash infusions (Standard Pacific Corp.).  Recently passed
legislation that extends the net operating losses carryback to
offset taxable profits from the previous five years will result in
meaningful tax refunds for most public homebuilders early in 2010
further enhancing liquidity and tangible net worth.

Compared with the last major housing downturn in the latter 1980s
into the early 1990s, leverage was lower during the later part of
this past upcycle and at the peak.  Fitch notes that during the
past two years primarily non-cash charges against tangible net
worth have raised debt/capital ratios.  For the majority of public
homebuilders, debt composition 15-to-20 years ago was mostly, or
all, short-term construction loans and possibly a secured credit
line.  By contrast, the debt often is weighted most heavily to
well-laddered public debt (a more appropriate balance with longer
lived real estate assets), and, to a lesser degree, to an
unsecured revolving credit facility.

All the public homebuilders in Fitch's coverage that have
revolving credit facilities have unsecured facilities, except for
Beazer Homes U.S.A Inc., M/I Homes and Standard Pacific, which
have secured or partially secured revolving credit facilities.
D.R. Horton, Inc., Ryland Group, Inc., Meritage and Hovnanian
recently terminated their revolving credit facilities.  Beazer and
Standard Pacific have sharply lowered the size of their credit
facilities.

Fitch will continue to assess each homebuilder's approach and
performance relating to land and development spending, balance
sheet (inventory) contraction, FCF generation, and debt reduction
when considering its ratings, as well as builders' credit metrics,
liquidity, size, geographic and product diversification, margins,
and the frequency and the size of real estate writedowns and
option writeoffs.

Despite the Negative Outlook for the sector, continued progress in
industry and company metrics could prompt a reassessment and
possible revision of some of the U.S. homebuilder Rating Outlooks.

2009 and 2010:

Some of the key drivers of the downturn remain in place although
the worldwide and U.S. recovery have begun.  Notably, U.S.
households are deleveraging and retrenching at a rapid pace, in
response to significant job losses, ongoing declines in certain
asset prices, and tight credit conditions.  In combination with
sharp cutbacks in corporate spending and ongoing declines in
residential investment, Fitch forecasts U.S. GDP to fall by 2.5%
this year, and unemployment to possibly touch 10.3% in 2010.

With unemployment still rising, consumer confidence at low levels
and household wealth until recently still being affected by real
estate and equity price declines, there seems limited prospect
that the deleveraging process will end in the near term.  Fitch's
forecasted 1% decline in consumer spending in 2009 implies a
further increase in the saving ratio.

Fitch expects the economy to return to positive growth next year,
primarily reflecting the impact of the fiscal stimulus package,
but also some likely stabilization in housing investment and a
weakening inventory overhang.  The CBO predicts federal government
spending grew by 34% in nominal terms in fiscal 2009 (ending
September), which should have an important subsequent multiplier
effect on wider spending.  Lower household tax rates should also
help ease the pace at which consumers deleverage through cutting
expenditures, while lower commodity prices will also support
consumers' real income.

However, while the forecast assumes that policy measures aimed at
stabilizing the financial sector gain traction, ongoing household
deleveraging will weigh on private sector demand, keeping GDP
growth in 2010 well below potential.

Rates on 30-year fixed mortgages averaged 6.03% in 2008, off 31
basis points (bps) from the 6.41% in 2006 (and 6.34% in 2007).
Fitch expects rates to decline as much as 90-100 bps for all of
2009 as the Fed continues to execute its plan to buy mortgage
securities and the economy struggles.

Fitch's initial outlook for the housing sector in 2009 started
quite bearish due to the influence of a softening economy, even
tighter credit standards for homebuyers and the effect of late
2008 disruptions in the credit markets.  However, by mid-year the
outlook brightened, prompting lesser forecast declines for a
number of housing metrics.  Fitch most recently forecast a
contracting economy during first half-2009, with a mild recovery
beginning in 3Q'09 and continuing through 2010.  Real GDP is
forecast to decrease 2.5% for all of 2009.  Investment is expected
to plunge 17.6%, with consumer spending to fall 1%, exports to
drop 11.6% and imports to see a 16.6% decline.

Government spending (up 5.1%) was the economic positive in 2009.
Inflation is expected to be a negative 0.2%, compared with a
positive 3.8% in 2008.  As noted earlier, interest rates are
expected to meaningfully recede.

An economy in the midst of a severe recession has been another
blow to housing.  In particular, a deteriorating economy further
eroded consumer confidence and accelerated job losses, and
consequently, foreclosures.  The MBA and John Burns Real Estate
Consulting forecast 2.76 million annual foreclosure starts in
2009, up from 2.27 million in 2008, and project 2.94 million
foreclosure starts in 2010.  The Center for Responsible Lending
forecasts 2.43 million foreclosures in 2009 and 8.1 million
foreclosures over the next four years.  Various programs from
Washington are designed to stimulate the economy, stem
foreclosures, and improve housing demand.  However, these actions
are unlikely to stabilize and then boost housing demand until
later in 2010 or beyond.

In 2009, total housing starts are projected to fall 41.1% to
530,000 with single-family volume declining 30.6% to 430,000.  New
home sales are forecast to decrease 23.1% to 373,000, while
existing home sales are flat at 4.91 million.  Average and median
single-family new home prices are projected to fall 8.7% and 8.6%,
respectively, in 2009.

Fitch is forecasting a stronger economy in 2010, although still
noticeably below the historical trend line.  Real GDP is projected
to grow 1.8%.  Consumer spending and government spending are
forecast to expand 0.3% and 10.8%, respectively.  Investment
should fall 4.9%, while inflation is expected to be about 0.8%.

Total and single-family housing starts are forecast to grow 15.1%
and 18.6%, respectively, in 2010.  New home sales should expand
approximately 20%.  Existing home sales should increase about
7.5%.  New home prices could average 2%-to-3% higher in 2010.

Implications for the Companies and the Ratings:

For the full year of 2009, homebuilders' revenues could drop 42%
on average.  For those builders who are profitable, EBITDA before
real estate charges could fall approximately 55%.  Current credit
metrics (LTM EBITDA/interest incurred, debt to LTM EBITDA, and FFO
interest coverage) are considerably lower than at 3Q'08 end and
that will also be the case at calendar year-end 2009.
Debt/capitalization ratios have deteriorated for the majority of
builders over the past three years, largely as a result of erosion
in TNW from sizeable real estate charges and FAS 109 adjustments.

Although some builders have been more proactive than others in
reducing inventories and lowering debt levels, most, in
retrospect, started relatively late during this cyclical downturn.
For most, inventories and debt are now meaningfully lower than at
their peaks: owned inventories down 64.5% from the peak; debt down
35.5% from the peak.

Given Fitch's macroeconomic forecast for 2010, public builders are
likely to experience a mild recovery next year.  On average,
revenues should expand low double digit despite lower home prices
due to a mix shift to smaller, often entry level homes.  Gross
margins should improve 150-200 basis points reflecting earlier
real estate charges and lesser selling incentives.  With higher
volume the typical SG&A expense/sales ratio may diminish.  As a
consequence, most public builders should report modest profits on
an EBITDA and pretax basis in 2010.

That being said, Fitch still expects modest to moderate land value
write downs in 2010.

Excluding tax refunds, average CFFO is likely to be lower in 2009
relative to 2008 and to be neutral to modestly negative in 2010.

On average, credit metrics, particularly profit related metrics
(LTM EBITDA/interest coverage, debt to LTM EBITDA), should
stabilize and then start to improve later in 2010.  Tangible net
worth should grow.  Debt leverage should at least modestly
improve.

Since credit pressures will persist, at least in the intermediate
term, it will be imperative that builders continue to manage their
balance sheets, selectively reducing or stabilizing land and
development spending, with the exception of markets where lot
positions dip below minimum acceptable levels and land (preferably
rolling option, developed lots) is available on a sharply
discounted price basis.

Fitch expects homebuilders to reduce debt where possible and to
exercise restraint as to share repurchases, dividends, and company
acquisitions in these still uncertain times.  Builders should be
cautious about reacting prematurely to a market bottom and early-
stage recovery with overly aggressive real estate purchases.

Fitch rates the builders within the context of a typical cycle.
In the midst of a non-typical upcycle, as took place in the 1992-
2005 period, a number of builders realized higher credit ratings.
Conversely, due to this sharper than expected contraction, which
has lasted longer than the norm, and as builders' operating and
credit metrics have been even more stressed, ratings have been
lowered.

While the possibility remains for a few additional company
downgrades, the likelihood of such action has diminished.
Continued progress in industry and company metrics could prompt a
positive revision of a number of Rating Outlooks.

This is a list of Fitch rated U.S. homebuilders and their current
Issuer Default Ratings and Rating Outlooks:

  -- Beazer Homes USA ('CCC'; Outlook Negative);
  -- D.R. Horton, Inc. ('BB'; Outlook Negative);
  -- Hovnanian Enterprises, Inc. ('CCC'; Outlook Negative);
  -- KB Home ('BB-'; Outlook Negative);
  -- Lennar Corp. ('BB+'; Outlook Negative);
  -- M.D.C. Holdings, Inc. ('BBB-'; Outlook Stable);
  -- Meritage Homes Corp. ('B+'; Outlook Negative);
  -- M/I Homes, Inc. ('B'; Outlook Negative);
  -- NVR, Inc. ('BBB'; Outlook Stable);
  -- Pulte Homes ('BB+'; Outlook Negative);
  -- Ryland Group ('BB'; Outlook Negative);
  -- Standard Pacific Corp. ('CCC'; Outlook Negative);
  -- Toll Brothers, Inc. ('BBB-'; Outlook Stable).


BH S&B: Cerberus Sues Paul Hastings for Bad Advice on Loans
-----------------------------------------------------------
Nate Raymond at New York Law Journal reports that Ableco Finance
LLC, a unit of Cerberus Capital Management LP, has sued Paul,
Hastings, Janofsky & Walker and partner John F. Hilson, claiming
that the law firm gave it bad advice in connection with a loan the
private equity firm made to a company looking to bring Steve &
Barry's out of bankruptcy.

Ableco filed a complaint in Manhattan Supreme Court seeking
$55 million it lost because of a $125 million loan.  Ableco claims
it would never have made the loan last year if the Paul Hastings
team had advised it that the buyer would not have rights to all of
Steve & Barry's inventory, which Ableco understood would back the
loan.

Shapiro Forman Allen & Sava represents Ableco Finance.  Paul
Spagnoletti, Esq., at Davis Polk & Wardwell represents Paul
Hastings.

                           About BH S&B

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on November 19, 2008 (Bankr. S.D.N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve & Barry's had 240 locations
when it was bought and the new owners had planned to cut that down
to 173 stores.  Due to disappointing sales, Steve & Barry's
returned to bankruptcy in November 2008.

BH S&B and its affiliates' Chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.


BONEYARD LLC: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Boneyard, LLC
        c/o The LePlastier Companies
        19800 MacArthur Blvd., Suite 1500
        Irvine, CA 92612

Bankruptcy Case No.: 09-23930

Chapter 11 Petition Date: December 14, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Richard W. Esterkin, Esq.
                  300 S Grand Ave, 22nd Fl
                  Los Angeles, CA 90071-3132
                  Tel: (213) 612-2500
                  Fax: (213) 612-2501
                  Email: resterkin@morganlewis.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Geoffrey R. Le Plastrier.

Debtor's List of 8 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Pacific Western Bank       Bank Loan              $13,148,822

                                                  Value of
                                                  Security:
                                                  $11,450,000

Le Plastrier Management    Loan                   $62,442
Company, Inc.

Armstrong/Robitaille/      Trade Debt             $18,678
Reigle

Kabo Equipment, Inc.       Trade Debt             $2,402

California Real Estate     Trade Debt             $1,238
Advisors

Long Beach Water           Trade Debt             $126
Department

The Alamitos Ridge, LLC    Executory Contract     Unknown

Barto/Signal Petroleum,    Executory Contract     Unknown
Inc.


BRIAN R TUTTLE: Court Dismisses Chapter 7 Liquidation Case
----------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida approved a motion by Brian R. Tuttle
and Merja A. Tuttle for the dismissal of their Chapter 7 case.

The Debtors related that they can better address their financial
issues by working with their creditors outside of the bankruptcy
case.  The Debtors' Chapter 11 case was converted to a Chapter 7
on August 11, 2009.

The Court also ordered that the Debtors pay Ruden, McClosky,
attorneys for the Trustee, Michael R. Bakst, fees in the amount of
$3,354.

Brian R. Tuttle and Merja A. Tuttle of West Palm Beach, Florida,
are real estate developers.  They filed for bankruptcy on
October 15, 2008, before the U.S. Bankruptcy Court for the
Southern District of Florida (Case No. 08-25253).  Debtor-
affiliates that filed separate Chapter 11 petitions are Tuttle
Land Holding Corp. (Case No. 08-25255) and TLH-BOS Corp. (Case No.
08-25256).  Judge Paul G. Hyman Jr. presides over the case.
Robert C. Furr, Esq., and Alvin S. Goldstein, Esq., at Furr &
Cohen, represent the Debtors as counsel.  In their schedules, the
Debtors listed total assets of $69,338,910 and total debts of
$23,605,666.

On October 15, 2008, the Tuttles filed with the Court a Chapter 11
statement of current monthly income, disclosing $18,333 in total
current monthly income, including $14,000 net monthly income from
business operations.


BULLY'S SPORTS: 9 Stores to Remain Open, 300 Workers to Keep Jobs
-----------------------------------------------------------------
Northern Nevada Business Weekly says Bully's Sports & Grill
Inc.'s president, Paul Sonner, said that the Company's nine store
locations will not shut down and 300 workers will keep their jobs.

Bully's Sports Bar & Grill Inc., with 15 locations in Nevada,
filed for Chapter 11 reorganization on Dec. 4 in Reno (Bankr. D.
Nev. Case No. 09-54325).

Bully's Sports Bar & Grill owns 15 bars and restaurants in Reno,
Sparks and Carson City, Nevada.  The petition says assets and debt
are both less than $10 million.


CALUMET SPECIALTY: S&P Affirms Corporate Credit Rating at 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Calumet Specialty Products Partners L.P. and
revised the outlook to stable from negative.

The rating action follows Calumet's success in pricing an offering
of 3 million common units for proceeds of about $52 million.  The
company intends to use the proceeds to repay outstanding
borrowings on its revolving credit facility.  "As a result, S&P
expects liquidity will likely exceed $100 million at Dec. 31,
2009, and provide both a greater cushion to what S&P believes will
be another year of volatile and weak refining margins," said
Standard & Poor's credit analyst Paul B. Harvey.  Additionally,
the improved liquidity will support increased working capital
needs as Calumet commences its naphthenic base oils marketing
agreement with Houston Refining L.P. (a wholly owned subsidiary of
LyondellBasell Industries).  S&P expects capital expenditures and
quarterly distributions to remain within operating cash flows.

The ratings on Indianapolis-based Calumet Specialty Products
Partners L.P. reflect its position as a small, independent
petroleum refiner structured as a master limited partnership; its
high debt leverage; significant cash distributions that limit the
able to repay debt; and continued weak market conditions in the
refining industry.  Ratings also incorporate Calumet's improving
liquidity, and the modest asset and market diversity provided by
its three refineries and Penreco assets.

S&P expects Calumet will likely maintain adequate liquidity
despite weak margins.  Capital spending and distributions should
remain within operating cash flows.  S&P could lower ratings if
liquidity falls below $65 million, or adjusted debt leverage
exceeds 4x.  At this time positive rating actions are not
anticipated given expectations for continued weak industry
conditions throughout 2010.


CAMP COOLEY: May File Schedules & Statements Today
--------------------------------------------------
In early December, Camp Cooley Ltd. filed a motion, asking the
U.S. Bankruptcy Court for the Western District of Texas to extend
until December 16, 2009, the time to file its schedules of assets
and liabilities and statement of financial affairs.  The Debtor
relates that the schedules and statements have been drafted and
are being finalized.

Franklin, Texas-based Camp Cooley Ltd. operates an agricultural
and farming business.  The Company filed for Chapter 11 bankruptcy
protection on November 8, 2009 (Bankr. W.D. Tex. Case No. 09-
61311).  R. Glen Ayers Jr., Esq., at Langley and Banack, Inc,
assists the Company in its restructuring effort.  In its petition,
the Company listed $50,000,001 to $100,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


CANADIAN SUPERIOR: Gets Notification of Class Action Lawsuit in NY
------------------------------------------------------------------
Canadian Superior Energy Inc. has been notified of a class action
lawsuit commenced in the United States District Court for the
Southern District of New York.  The lawsuit purports to be brought
on behalf of purchasers of the common stock of Canadian Superior
between January 14, 2008 and February 17, 2009.  The complaint
alleges that certain former executives of Canadian Superior
violated the Securities Exchange Act of 1934 by failing to
disclose information concerning its prospects in Trinidad and
Tobago.  The complaint also names a current officer of Canadian
Superior as a defendant.  Canadian Superior has not been named a
defendant in the case as it sought protection under Canadian
bankruptcy and reorganization laws and has since reorganized.
Canadian Superior intends to take any necessary steps to protect
its interests in this matter.

                     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).


CENTRAL PACIFIC: Bank Agrees to Consent Order with FDIC
-------------------------------------------------------
Central Pacific Financial Corp. (NYSE: CPF) announced December 16
that its primary subsidiary, Central Pacific Bank (CPB), agreed to
a Stipulation to the Issuance of a Consent Order with the Federal
Deposit Insurance Corporation (FDIC) and the Hawaii Division of
Financial Institutions (HDFI).  The Consent Order requires CPB to
improve its capital position, asset quality, liquidity, and
management oversight, among other matters.

CPB will continue to offer a full range of financial products and
services, and its deposits continue to be insured by the FDIC. The
bank elected to continue its participation in the extended FDIC
insurance program, which in addition to the $250,000 coverage per
depositor, provides unlimited insurance coverage on transactional
accounts earning less than a one-half percent interest rate.

The Consent Order requires CPB to take numerous actions that
include increasing its Tier 1 Capital to maintain a minimum
leverage capital ratio of 10% and total risk-based capital ratio
of 12%, as well as the development of a contingency plan if those
ratios are not attained by March 31, 2010. An adequate allowance
for loan and lease losses must be maintained at all times, and the
amount of commercial real estate loans, particularly land
development and construction loans, must be reduced
systematically. The company has filed a Form 8-K with the U.S.
Securities and Exchange Commission reporting this Consent Order,
which can be referenced for more information.

"We have been in close communication with our regulators, and as
previously disclosed, expected to agree to this Consent Order,"
said Ronald K. Migita, Chairman, President, and Chief Executive
Officer. "With a major loan sale completed this week, we have
already made progress toward the regulatory order and are fully
committed to meeting the requirements of the agreement."

On December 8, 2009, CPB completed the sale of a $47.5 million
package of commercial real estate loans at par value. Additional
loans, primarily commercial real estate loans, with an aggregate
book value of $62 million as of Sept. 30, 2009, have also been
sold or are contracted to be sold in this quarter at a net
discount of 10% of book value. The company has engaged an outside
loan review firm, Alvarez & Marsal, to conduct an independent
review of its commercial real estate loan portfolio and expects to
continue pursuing sales of certain loans, in addition to loan
restructurings and renegotiations with its borrowers, over the
coming quarters. "The loan review and loan sales are important
steps in reaching our capital and asset quality goals in order to
comply with the Consent Order," said Migita.

The company continues to work with its financial advisors, Sandler
O'Neill + Partners, L.P. and RBC Capital Markets, to evaluate
options for raising additional capital, including private
placements of equity securities and public stock offerings.
Central Pacific Financial Corp. shareholders approved increasing
the number of authorized shares of common stock on October 22,
2009, which provides the company with added flexibility in
addressing their capital needs.

CPB recently announced its plan to exit the California market,
where many of its commercial real estate loans are located, and to
focus on business development in Hawaii. The bank has not made a
loan in California for more than 18 months and intends to wind
down or dispose of its existing California loan portfolio over the
next two years.

"Hawaii is our market, and despite the local economic conditions,
our core deposit base has grown by 17% from a year ago," Migita
stated. "We are committed to continue being a leading force in
supporting home ownership and small businesses in Hawaii."

                      About Central Pacific

Central Pacific Financial Corp. --
http://www.centralpacificbank.com/-- is a Hawaii-based financial
institution with $5.2 billion in assets.  Central Pacific Bank,
its primary subsidiary, operates 37 branches, a residential
mortgage subsidiary, and more than 100 ATMs throughout the State
of Hawaii.


CHINA CERAMICS: Receives Delisting Notice From NYSE Amex
--------------------------------------------------------
China Ceramics Co., Ltd., received a notice from the NYSE Amex
Staff that it no longer complies with the NYSE Amex's continuing
listing standards because of its failure to meet NYSE Amex initial
listing standards immediately after the recently completed
business combination with Success Winner Limited, as set forth in
Section 341 of the Company Guide, and that its securities are,
therefore, subject to being delisted from the NYSE Amex. China
Ceramics has not yet determined whether to appeal this
determination.  In the event that China Ceramics is delisted from
NYSE Amex, its securities are expected be quoted on the OTCBB.

China Ceramics is a leading manufacturer of exterior ceramic tiles
for commercial and residential properties in the PRC.


CHRYSLER LLC: Old CarCo Files Liquidating Chapter 11 Plan
---------------------------------------------------------
Chrysler LLC, now known as Old Carco LLC following the sale of its
business to Fiat S.p.A. and the U.S. government, filed a Chapter
11 plan of liquidation.

Under the Plan, recovery by general unsecured creditors is
contingent on, among other things, a successful outcome in a
lawsuit initiated by the Official Committee of Unsecured Creditors
against Daimler AG and certain related parties.  Under the Plan,
the Daimler Litigation will be pursued by the Liquidation Trust
established by the Plan.  If a sufficient recovery is not achieved
in the Daimler Litigation, holders of General Unsecured Claims
will receive no distributions under the Plan.  "Until it is clear
that such a recovery will be available, the Debtors anticipate
that the review and allowance of General Unsecured Claims will be
delayed. Such delay could be substantial," the disclosure
statement explaining the Plan said.

In addition, potential recoveries to holders of General Unsecured
Claims are contingent on general unsecured creditors (Class 3A)
and holders of first lien secured claims (Class 2A) voting in
favor of the Plan.

Absent Confirmation and implementation of the Plan, the Debtors
anticipate that holders of general unsecured claims, as well as
most holders of unsecured priority claims, would receive no
distributions in a liquidation of the Debtors under Chapter 7 of
the Bankruptcy Code.

The Plan is premised upon the liquidation of the remaining assets,
generally comprised of collateral of the First Lien Lenders and
the Government DIP Lenders; the prosecution of an action against
Daimler, the former owner of Debtors; and the distribution of such
proceeds and various escrows created at the time of the Fiat
S.p.A. transaction or thereafter and funded by the U.S. and
Canadian governments, serving as the debtor in possession lenders
in the Chapter 11 Cases.

The Plan provides for zero recovery to the U.S. for its $4 billion
loan under the Troubled Asset Relief Program while repaying some
secured lenders in full.  Holders of "other secured claims" of
$20.6 million will get an estimated 100% recovery.  Holders of
first lien claims will receive their collateral or the proceeds
from the sale of their collateral, for a recovery of "less than
100%".

DaimlerChrysler North America Finance Corporation and Madeleine
L.L.C. won't recover anything for a second lien loan.  Cerberus
Capital Management, L.P., which is owed $500 million for a second
lien debt, had forgiven the debt pursuant to a settlement.

Holders of equity interests won't recovery anything.

"The TARP Financing Deficiency Claims of approximately $3.7
billion is a General Unsecured Claim; however, the U.S. Treasury
will receive no recovery on account of such Claim pursuant to the
terms of the Plan," according to the Disclosure Statement.

The confirmation hearing, at which the Bankruptcy Court will
consider approval of the Plan, currently is tentatively scheduled
for March 16, 2010 beginning at 10:00 a.m., Eastern Time.

A copy of the Liquidating Plan is available for free at:

   http://bankrupt.com/misc/Chrysler_Chapter11_Plan.pdf

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

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

                     About Chrysler Group LLC

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

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

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

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


CHRYSLER LLC: High Court Rebuffs Indiana Pension Fund
-----------------------------------------------------
WestLaw reports that the United States Supreme Court has granted
certiorari, vacated the judgment, and remanded with instructions
to dismiss the appeal as moot, in a case in which the Second
Circuit affirmed a bankruptcy court's order approving a proposal
by Chrysler, an automobile manufacturer which had filed for
bankruptcy under Chapter 11, to sell substantially all of its
operating assets to a new company in which ownership was divided
between the automobile manufacturer Fiat, a pension fund for
Chrysler employees, and the governments of the United States and
Canada.

The question presented in the petition for certiorari filed by
state pension funds was whether 11 U.S.C. Sec. 363(b), which
allows a Chapter 11 debtor-in-possession to sell property outside
the ordinary course of business after notice and a hearing, "may
freely be used as a 'side door' to reorganize a debtor's financial
affairs without adherence to the creditor protections provided by
the chapter 11 plan confirmation process."

Chrysler's brief in opposition argued that the petition was moot
because the sale had closed and, under Sec. 363(m) of the
Bankruptcy Code, the validity of an asset sale would not be
affected by reversal of the bankruptcy court's order because the
new company had proceeded in good faith.  Indiana State Police
Pension Trust v. Chrysler LLC, --- S.Ct. ----, 2009 WL 2844364, 78
USLW 3107 (U.S.).  The case below is In re Chrysler LLC, 576 F.3d
108 (2d Cir. 2009).


CIRCUIT CITY: Ramps Up Recovery Effort With $19M Suit
-----------------------------------------------------
Law360 reports that Circuit City Stores Inc. has filed a
$19 million breach of contract suit accusing advertising broker
Active Media Services Inc. of unlawfully holding on to assets and
cash that were meant to have funded television spots prior to the
retailer's Chapter 11 filing.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CITIGROUP INC: Fitch Upgrades Individual Rating to 'C/D'
--------------------------------------------------------
Fitch Ratings has upgraded the Individual and Trust Preferred
ratings of Citigroup Inc. and its subsidiaries and removed them
from Rating Watch Positive:

  -- Individual to 'C/D' from 'D/E';
  -- Trust Preferred to 'BB-' from 'B';

In addition, Fitch has affirmed these ratings:

  -- Long-term Issuer Default Rating at 'A+';
  -- Short-term IDR at 'F1+';
  -- Support rating at '1';
  -- Support rating floor at 'A+'.

These rating actions follow the announcement of Citi's plan to
repay trust preferred stock held by the U.S. government.  Further,
Citi will exit its loss sharing agreement with the U.S. government
on a sizeable pool of loans and securities.  The upgrade of the
Individual rating incorporates Fitch's view that asset quality has
a high probability of stabilizing in the near term.  However,
Citi's individual rating is still constrained by its relatively
weak core earnings and comparatively large asset quality problems.

The IDR affirmations are derived from Citi's continued systemic
importance and U.S. government support and as such continue to
carry a Stable Rating Outlook.  Fitch has also affirmed Citi's
long- and short-term deposits, long- and short-term debt and
subordinated debt.  The ratings of these debt instruments are
linked to Citi's IDRs.  A detailed ratings list follows at the end
of this release.

Fitch believes the transactions are a net positive for the risk
profile of Citi.  Fitch views government approval of these
transactions as a significant endorsement by regulators that Citi
now possesses adequate financial resources to manage through a
still challenging financial environment.

In addition, the plan further improves Citi's capital composition
with a significantly larger weighting of tangible common equity
(TCE) in the overall capital structure.  To fund the repayment of
$20 billion of government TARP trust preferred, Citi is issuing
$17 billion of new common equity (with $2.5 billion overallotment
option) and $3.5 billion of tangible equity units, of which 80%
counts toward Tier I common equity for regulatory purposes.  In
addition, Citi plans to issue $1.7 billion of common stock to
employees (subject to shareholder approval in the second quarter
of 2010 [2Q'10]) in lieu of a portion of cash compensation.  These
capital actions increase the amount of Fitch core capital
significantly.

On a pro forma basis, TCE will reach approximately $120 billion
and will represent approximately 85% of total capital (consisting
of TCE and remaining preferred and trust preferred) versus
approximately 70% at the end of 3Q'09.  Coupon costs on trust
preferred instruments will decline by approximately $2 billion per
year.  Consequently, deferral risk on remaining trust preferred
instruments is significantly reduced.

There are continued signs that credit losses may be leveling off
in the U.S. consumer market, although Fitch still expects a
challenging outlook well into 2010.  Internationally, key markets
appear to be turning positive in both delinquency and net-charge
off trends.  Commercial real estate exposure is expected to be far
less of an issue for Citi relative to the U.S. banking industry
given Citi's comparatively lower loan exposure to CRE.

The corporate loan book may perform better in future periods as
leveraged finance and other troubled exposures have been well
identified and charged down.  Capital markets-related charges are
expected to be more modest as Citi has worked down various
troubled exposures including collateralized debt obligations and
Alt-A mortgage securities among other categories.  Fitch believes
future losses with the pool of assets formerly covered by the
government's loss sharing agreement will be manageable within the
context of Citi's own financial resources.

Particularly through the first half of 2009, U.S. government
support measures have been instrumental in helping Citi strengthen
its liquidity.  Liquidity has also benefited from management's
efforts to sell non-core businesses and work down non-core assets
under the Citi Holdings umbrella.  Deposit trends throughout the
franchise have been positive in 2009, and Citi has been able to
issue considerable levels of non-government guaranteed debt as the
year progressed.

Currently, liquidity and funding at both the holding company and
banking levels appear adequate.  Looking into 2010, Fitch will
assess the prospective stability of Citi's liquidity and funding
profile as the company ends the use of government funding support,
including guaranteed debt issues under the FDIC's TLGP program and
unlimited coverage of demand deposits through the FDIC's TAG
program.

The U.S. government's ownership interest in Citi stood at 34%
following the September 2009 completion of Citi's exchange offer
which converted the bulk of preferred stock and a portion of trust
preferred securities to common equity.  In concert with Citi's new
share issue, the U.S. government will sell up to $5 billion of its
common shares in a secondary offering and potentially sell its
remaining stake over the next six to 12 months.

These Ratings have been upgraded and removed from Rating Watch
Positive:

Citigroup Inc.

  -- Individual to 'C/D' from 'D/E'.

Citibank, N.A.

  -- Individual to 'C/D' from 'D/E'.

Citibank (South Dakota), N.A.

  -- Individual to 'C/D' from 'D/E'.

Citibank Banamex USA

  -- Individual to 'C/D' from 'D/E'.

Citigroup Capital III, VII, VIII, IX, X, XIV, XV, XVI, XVII,
XVIII, XIX, XX, XXI, XXIX, XXX, XXXI, and XXXII

  -- Trust Preferred to 'BB-' from 'B'.

Adam Capital Trust III, Adam Statutory Trust III-V

  -- Trust Preferred 'BB-' from 'B'.

These Ratings have been affirmed with a Stable Outlook:

Citigroup Inc.

  -- Long-term IDR at 'A+';
  -- Senior unsecured at 'A+';
  -- Subordinated at 'A';
  -- Preferred at 'C';
  -- Short-term IDR at 'F1+';
  -- Support at '1';
  -- Support Floor at 'A+';
  -- Long-term FDIC guaranteed debt at 'AAA';
  -- Short-term FDIC guaranteed debt at 'F1+'.

Citigroup Funding Inc.

  -- Long-term IDR at 'A+';
  -- Senior unsecured at 'A+';
  -- Short-term IDR at 'F1+';
  -- Short-term debt 'F1+';
  -- Long-term FDIC guaranteed debt at 'AAA';
  -- Short-term FDIC guaranteed debt at 'F1+'.

Citigroup Global Markets Holdings Inc.

  -- Long-term IDR at 'A+';
  -- Senior unsecured at 'A+';
  -- Subordinated 'A';
  -- Short-term IDR at 'F1+';
  -- Short-term debt at 'F1+'.

Citibank, N.A.

  -- Long-term IDR at 'A+';
  -- Long term deposits at 'AA-';
  -- Short-term IDR at 'F1+';
  -- Short-term deposits at 'F1+';
  -- Support at '1';
  -- Support Floor at 'A+';
  -- Long-term FDIC guaranteed debt at 'AAA';
  -- Short-term FDIC guaranteed debt at 'F1+'.

Citibank International PLC

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1+';
  -- Support at '1'.

Citibank (South Dakota), N.A.

  -- Long-term IDR at 'A+';
  -- Long-term deposits at 'AA-';
  -- Short-term IDR at 'F1+';
  -- Short-term deposits at 'F1+';
  -- Support at '1';
  -- Support floor at 'A+'.

Citibank Banamex USA

  -- Long-term IDR at 'A+';
  -- Subordinated at 'A';
  -- Long-term deposits at 'AA-';
  -- Short-term IDR at 'F1+';
  -- Short-term deposits at 'F1+';
  -- Support at '1';
  -- Support Floor at 'A+'.

CitiFinancial Europe plc

  -- Long-term IDR at 'A+';
  -- Senior unsecured at 'A+';
  -- Senior shelf at 'A+';
  -- Subordinated at 'A'.

Citigroup Derivatives Services LLC.

  -- Long-term IDR at 'A+';
  -- Short-term IDR 'F1+';
  -- Support at '1'.

Citibank Canada

  -- Long-term IDR at 'A+';
  -- Long-term deposits at 'A+'.

Citibank Japan Ltd.

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1+';
  -- Support at '1'.

Commercial Credit Company

  -- Senior unsecured at 'A+'.

Associates Corporation of North America

  -- Senior unsecured at 'A+';
  -- Subordinated at 'A'.

Egg Banking plc

  -- Senior unsecured at 'A+';
  -- Subordinated 'A'.


CLEAR CHANNEL: Moody's Assigns Corporate Family Rating at 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B1 Probability-of-Default Rating to Clear Channel Outdoor
Holdings, Inc.'s wholly-owned intermediate holdco subsidiary,
Clear Channel Worldwide Holdings, Inc.  Additionally, Moody's
assigned a B1 rating to CCW's planned $750 million issuance of
Senior Unsecured Notes due 2017 ($600 million Series A and
$150 million Series B), and a speculative grade liquidity rating
of SGL-2.  Clear Channel Communications, Inc. (Caa3 Negative)
maintains an 89% ownership interest in CCO (the remaining 11% is
publicly owned).  The rating outlook is stable.

While Moody's Loss Given Default Rating Methodology suggests a
potential rating of Ba3 may be appropriate for the proposed new
Senior Unsecured Notes, the rating committee assigned a B1 rating
based on the close proximity of the expected loss level to the B1
rating category, in conjunction with an expectation of additional
debt issuance through a potential upsizing and/or further follow-
on note offering at the same legal entity and priority level in
the near- to intermediate-term.  While considering that CCW's pro
forma leverage (including Moody's standard adjustments) on a
stand-alone basis (parent company CCU's debt holders have recourse
only to the equity and the intercompany loan balance) falls in the
mid-single-digit range, one may conclude that CCW possesses a
moderate leverage profile, particularly considering that the
company is presently at the bottom of a cyclical downturn.
However, Moody's note that all of the company's free cash flow is
swept up to its controlling parent, which is significantly reliant
upon CCW to help it service its enormous debt burden.  The CCW
rating is subsequently considerably constrained by the highly
leveraged balance sheet of CCU, and specifically an agreement
which allows CCU to sweep all excess cash from CCO.  The company
is not expected to retain any real free cash flow for the
foreseeable future, or until CCU restructures what Moody's believe
to be an unsustainable capital structure.  Moody's quantify that
overhang by calculating the implied amount of debt that will be
serviced based on the cash swept from CCO to CCU, and the
company's borrowing rate.  When this is calculated, projected pro
forma debt-to-EBITDA leverage high at around 7x (incorporating
Moody's standard adjustments) based on Moody's 2010 forecast (and
considerably higher at present on a proforma basis for the
financing).  This also assumes a netting of the loan due to CCU
with the intercompany amount due from CCU, though in a CCU
bankruptcy, a netting would not likely occur as the obligation
from CCU is junior in ranking to its significant secured debt.
"In addition, Moody's believe that there is risk that CCW could
increase its debt levels beyond the amount contemplated by the
notes offering to provide more capital to CCU in support of its
restructuring and debt service as maturities approach in 2013,"
stated Neil Begley, Moody's Senior Vice President, though mostly
only on a junior priority basis to the new notes contemplated here
given the restrictions governed by the senior unsecured debt.

Also reflected is Moody's expectation that both unadjusted EBITDA
margins and free cash flow (before dividends) will likely be
substantially below historical levels as weak economic conditions
will likely continue to persist for the coming years.  CCW's
rating benefits from its strong market position in the outdoor
advertising space, significant scale and broad geographic reach.

The company's ability to obtain secured financing that would
subordinate the new notes is restricted by a limitation on liens
up to $250 million, as well as by the secured bank debt at CCU.
Proceeds from the note issuance will be applied toward the partial
repayment of CCO's $2.5 billion intercompany note due to CCU,
which matures in August 2010.  The balance of the intercompany
note will be extended to match the maturity of the new notes.  The
notes will be guaranteed on a senior unsecured basis by CCO and
Clear Channel Outdoor, Inc., and contain upstream guarantees from
CCW's current and future domestic subsidiaries, though the foreign
subsidiaries will not provide guarantees.  The issuance will be
divided into two tranches - Series A, having no restricted
payments covenant, and Series B, which will allow CCU to continue
to sweep cash flow.  "As stated in Moody's issuer comment dated
June 4, 2009, completion of an external refinancing of the
intercompany debt and maturity extension of the remaining portion
effectively refinances the company's maturing 2010 debt and
improves its liquidity profile, and the expected cash repayment of
a portion of the intercompany notes essentially removes the
possibility of a near-term bank facility breach at CCU," stated
Begley.

The one notch differential between the CFR and PDR reflects the
below average family recovery given the predominantly all-bond
financing structure, and the limited downside protections afforded
to bondholders as a means to otherwise mitigate more meaningful
deterioration in enterprise value prior to default.

Moody's has assigned these ratings:

Issuer - Clear Channel Worldwide Holdings, Inc.

* Corporate Family Rating -- B2
* Probability of Default Rating -- B1
* Senior Unsecured Notes due 2017 -- B1 (LGD 3, 42%)
* Speculative grade liquidity rating -- SGL -- 2
* Outlook -- Stable

This is the first time Moody's has assigned ratings to Clear
Channel Worldwide Holdings, Inc.

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

Clear Channel Outdoor Holdings, Inc., headquartered in San
Antonio, Texas, is a leading global outdoor advertising company
that operates in 54 countries and generates annual revenues of
approximately $2.7 billion.


COLONIAL BANCGROUP: Obtains Interim OK to Access Non-Deposits
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama
authorized, on an interim basis, The Colonial BancGroup, Inc., to:

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

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

A final hearing on the Debtor's motion will be held at the U.S.
Bankruptcy Court, U.S. Courthouse, One Church Street, Courtroom 4C
in Montgomery, Alabama at 10:00 a.m. (Central Time) on January 21,
2010.

The Debtor requires additional cash collateral to pay monthly
operating and bankruptcy expenses; and professional fees and
expenses.

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

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

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

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

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

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


COYOTES HOCKEY: NHL Signs LOI to Sell Team to Ice Edge
------------------------------------------------------
National Hockey League Deputy Commissioner Bill Daly said Friday
the league has signed a letter of intent to sell the Phoenix
Coyotes to Ice Edge Holdings.

"The NHL and Ice Edge Holdings announced [December 11] that they
have entered into a Letter of Intent to proceed in attempting to
document and close a proposed transaction pursuant to which Ice
Edge would purchase the Phoenix Coyotes' franchise.  While much
remains to be done, the NHL looks forward to working closely with
Ice Edge to bring the sale to conclusion as expeditiously as
possible.  Ice Edge has committed to keep the Coyotes in Glendale,
Arizona," Commissioner Daly said in a statement.

An article by Eric Morath posted at The Wall Street Journal's
Bankruptcy Beat relates the investment group is still seeking to
have the team play five games a year in Saskatoon, Saskatchewan.

"I think that continues to be an ask on their part; I know it's
part of their letter of intent," Commissioner Daly told NHL.com,
according to Mr. Morath.

The article relates Mr. Daly said the Coyotes' availability to
play home games away from Jobing.com Arena in Glendale, Arizona,
will be part of the negotiations between Ice Edge and the city,
which owns the arena.  The league's board of governors would also
have to approve such an arrangement, Mr. Daly said.

The Bankruptcy Beat article notes the Coyotes have never been
profitable since they moved to Arizona in 1996, and signing the
letter of intent is a step toward stabilizing the team's ownership
situation for the first time since the team filed for bankruptcy
in May.

The article also notes Ice Edge's offer essentially reprises its
bid for the team while it operated under bankruptcy protection.
Ice Edge dropped out of the bidding, and a bankruptcy judge chose
the NHL's $140 million offer for the Coyotes over BlackBerry
barron Jim Balsillie's $212.5 million bid, which would have moved
the club to Canada for all 41 home games.

The NHL has said all along that it intended only to be a temporary
owner while it looked for a buyer that would commit to keeping the
Coyotes in the desert, Mr. Morath says.  Ice Edge's offer is
expected to approach $150 million, Mr. Morath cites a report by
The Associated Press.

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

In November 2009, Judge Redfield T. Baum approved the sale of the
Phoenix Coyotes to the National Hockey League, which had bought
the team to quash a plan by bidder Jim Balsillie's to move the
team to Ontario, Canada.  Coyotes was sent to Chapter 11 to
effectuate a sale by owner Jerry Moyes to Mr. Balsillie.

The city of Glendale, Ariz., is seeking to convert the Coyotes'
Chapter 11 case to a Chapter 7, echoing the Debtors and unsecured
creditors' belief that the city is trying to wriggle out of having
its bankruptcy claim estimated.  The team's former owners have
filed a Chapter 11 plan of liquidation, to rebuff the Chapter 7
conversion bid.


CYFRED: Files for Bankruptcy After Superior Court Seized Property
----------------------------------------------------------------
Kevin Kerrigan at Pacific News Center reports that Cyfred Ltd.
filed for Chapter 11 bankruptcy in federal court after the
superior court of Guam seized the Company's 85 lots, which is set
to be auctioned off in an attempt to pay residents of the Gill
Baza subdivision.

Ms. Kerrigan says the plaintiff's representative said the company
tried to delay and evade the execution sale.

Based in Guam, Cyfred Ltd. is a real estate developer.


COMMERCECONNECT: Names Former Journal Communications CEO as CFO
---------------------------------------------------------------
According to the Business Journal of Milwauke, Paul Bonaiuto was
named chief financial officer of Cygnus Business Media Inc.
Mr. Bonaiuto is the former executive vice president and chief
financial officer of Journal Communications Inc.

Based in Fort Atkinson, Wisconsin, CommerceConnect Media Holdings
Inc. operates an advertising and marketing business.  The Company
and three of its affiliates -- including Cygnus Business Media
Inc. -- filed for Chapter 11 protection on Aug. 3, 2009 (Bankr. D.
Del. Lead Case No. 09-12765). Richards, Layton & Finger P.A. and
Curtis, Mallet-Prevost, Colt & Mosle LLP represent the Debtor
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they both listed assets and
debts between $100 million and $500 million.


DECODE GENETICS: DIP Agreement With Saga Approved
-------------------------------------------------
A bankruptcy judge has approved deCODE Genetics Inc.'s $11 million
debtor-in-possession financing agreement with stalking horse
bidder Saga Investments LLC over the objections of unsecured
creditors who said the agreement was self-serving and attempted to
block them from involvement, Law360 reports.

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

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

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

                   About deCODE Genetics

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

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

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


DELTA AIR: Amends List of Unsecured Priority Claimants
------------------------------------------------------
Delta Air Lines, Inc.'s Chief Financial Officer Samuel H. Halter,
Jr. filed with the Court an amended schedule of the Debtor's
creditors holding unsecured non-priority claims.

The Amended Schedule reflects that these three claimants have
been deleted from the List:

  Claimant                                Claim Amount
  --------                                ------------
  Employee ID# 017573601                    $299,740

  Office of Financial Management              18,252
  Unclaimed Property Unit
  810 First Street, NE
  Washington, D.C. 20002

  Contributions, Donations                     7,000
  EDU INC
  2625 Piedmont Road Ste 56315
  Atlanta, GA 30324

The aggregate amount of unsecured non-priority claims is
$8,574,738,314, according to Mr. Halter.

                       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: Inks $688MM Pass-Through Trust Pact with Underwriters
----------------------------------------------------------------
In a regulatory filing with the United States Securities and
Exchange Commission dated November 24, 2009, Delta Air Lines,
Inc., said that on November 18, it entered into an underwriting
agreement with Goldman, Sachs & Co. and Morgan Stanley & Co.
Incorporated in connection with the issuance and sale of a total
of $688,740,000 of Delta Pass Through Certificates, Series 2009-
1.

The Certificates are being offered pursuant to the Prospectus,
dated November 18, 2009, which forms a part of the Company's
automatic shelf registration statement, filed with the SEC, Delta
Senior Vice President and Chief Financial Officer Hank Halter,
disclosed.

The Underwriting Agreement contains customary representations,
warranties, covenants and closing conditions, as well as
provisions pursuant to which the Company agrees to hold harmless
and indemnify the Underwriters against damages under certain
circumstances.

Delivery of the Certificates was made under the Underwriting
Agreement on November 24, 2009, in two different series,
comprised of (i) $568,796,000 of Class A Certificates with an
interest rate of 7.75% per annum and (ii) $119,944,000 of Class B
Certificates with an interest rate of 9.75% per annum.

According to Mr. Halter, each class of Certificates was issued by
a different pass through trust.  The Underwriters purchased the
Certificates from the pass through trusts at 100% of the
principal amount.  The pass through trusts will use the proceeds
from the sale of Certificates to acquire equipment notes from the
Company.  The equipment notes will be secured by 27 Boeing
aircraft owned by the Company.  Payments on the equipment notes
held in each Pass Through Trust will be passed through to the
certificate holders of the Trust.

The Company expects to use the proceeds from the issuance of the
equipment notes to refinance 22 aircraft currently supporting its
outstanding 2000-1 EETC after the final maturity in November 2010
and to prepay its obligations under financings for five aircraft
delivered in 2009.  The Company will use any proceeds not used in
connection with the prepayment or refinancing to pay fees and
expenses related to the offering and for general corporate
purposes, Mr. Halter added.

Separately, on November 24, 2009, Delta, U.S. Bank Trust National
Association, as Subordination Agent and Pass Through Trustee
under two pass through trusts newly formed by the Company, U.S.
Bank National Association, as Escrow Agent under the certain
escrow agreements, and U.S. Bank Trust National Association as
Paying Agent under the Escrow Agreements, entered into a Note
Purchase Agreement.

The Note Purchase Agreement provides for future issuance by the
Company of equipment notes in the aggregate principal amount of
$688,740,000 secured by the 2000-1 Aircraft, which were delivered
new to the Company in 1999 and 2000, and the 2009 Aircraft, which
were delivered new to the Company in 2009.  Pursuant to the Note
Purchase Agreement, the Trustee will purchase the Equipment Notes
by December 31, 2010, with respect to the 2000-1 Aircraft and
within 90 days of the date of the execution of the Note Purchase
Agreement.  The Equipment Notes will be issued under an Indenture
and Security Agreement with respect to each Aircraft to be
entered into by the Company and U.S. Bank Trust National
Association, as Loan Trustee.

Each Indenture contemplates the issuance of Equipment Notes in
two series:

  -- Series A, bearing interest at the rate of 7.75% per annum
     in the aggregate principal amount equal to $568,796,000;
     and

  -- and Series B, bearing interest at the rate of 9.75% per
     annum in the aggregate principal amount equal to
     $119,944,000.

The Equipment Notes will be purchased by the Trustee, using the
proceeds from the sale of the Certificates.  Pending the purchase
of the Equipment Notes, the proceeds from the sale of the
Certificates of each Class were placed in escrow by the Trustee
pursuant to an Escrow and Paying Agent Agreement, dated as of
November 24, 2009, among U.S. Bank, Goldman and Morgan Stanley,
and the Trustee corresponding to the Class.  The escrowed funds
were deposited with the Bank of New York Mellon, under a Deposit
Agreement corresponding to each Class of Certificates.

The interest on the Escrowed Funds is payable on June 17, 2010,
and interest on the Equipment Notes is payable semiannually on
each June 17 and December 17 beginning on June 17, 2010.  The
principal payments on the Equipment Notes are scheduled on
June 17 and December 17 of certain years, beginning on June 17,
2010.

The final payments will be due on December 17, 2019, in the case
of the Series A Equipment Notes, and December 17, 2016, in the
case of the Series B Equipment Notes. Maturity of the Equipment
Notes may be accelerated upon the occurrence of certain events of
default, including failure by the Company to make payments under
the applicable Indenture when due or to comply with certain
covenants, as well as certain bankruptcy events involving the
Company, Mr. Halter told the SEC.

A full-text copy of Delta's 8K filing with the SEC is available
for free at http://ResearchArchives.com/t/s?4b87

                       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: Reiterates Opposition to Union Voting Change
-------------------------------------------------------
Delta Air Lines Inc. criticized the U.S. National Mediation Board
for "[abandoning] any semblance of neutrality" by proposing a
rule change that would ease worker unionizing, Freep.com reported
on December 8, 2009.

At a December 8 NMB hearing in Washington, Delta stepped up its
opposition to the Board's proposal, which calls for adjusted
election procedures in union representation voting proposed in
November 2008 by the American Federation of Labor and Congress of
Industrial Organizations.  Delta indicated that they would
outline "substantial legal objections," to the proposal, the
report added.

The proposed modifications -- which would replace a system
requiring support of most employees in a class, not just those
who cast ballots -- may cause an essential change in Delta's
election scenario.

If made final after a 60-day comment period, the proposed rule
change may affect airlines with large work groups that haven't
been organized, including Delta, Freep.com added.

      Unions: Adjusted Voting System will be Fairer

Edward Wytkind, president of the AFL-CIO's transportation trades
department said that "the current voting procedures are
undemocratic . . . [because] by counting nonvoting employees as
no votes, they encourage employers to wage voter-suppression
campaigns," Freep.com noted.

Employees might not vote for "any number" of reasons, so the
absence of an employee's ballot shouldn't be counted as
opposition, said Joel Parker of the Transportation Communications
International Union.

Meanwhile, Robert Siegel, a lawyer for the Air Transport
Association airline trade group in Washington, slammed the
proposed change because it means that a union may be elected to
represent a group of employees without majority support of all
class members, which counters a 75-year practice in vote
tallying.

"There has been no relevant change in circumstances that would
warrant such a radical departure from longstanding practice," Mr.
Siegel said during the meeting, according to the report.

      Delta Declines AFA-CWA Election under Proposed Rules

Delta declined the request of the Association of Flight
Attendants-CWA for an immediate union representation election for
over 21,000 Delta-Northwest flight attendants under the proposed
new rules, the Atlanta Journal-Constitution reported on
December 4, 2009.

As previously reported, the Delta AFA-CWA Campaign Coordinating
Committee offered that if management recognized the official
results of a yes/no type ballot, then AFA-CWA would file for an
election immediately.

"We believe that the law should be applied even-handedly and that
the flight attendant election should take place under the
existing majority voting rules," Delta executive vice president
of labor relations Michael Campbell said in a letter to AFA-CWA,
according to AJC.

                       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 PETROLEUM: S&P Raises Ratings on Senior Notes to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Delta Petroleum Corp.'s (CCC/Developing/--) senior unsecured
notes to 'CCC' (the same as the corporate credit rating on the
company) from 'CC'.  At the same time, Standard & Poor's revised
the recovery rating on this debt to '4' from '6'.  A recovery
rating of '4' indicates expectations of average recovery (30%-50%)
in the event of payment default.

"The rating action follows a recent decline in the size of the
asset-based lending facility and updated information on reserves,"
said Standard & Poor's credit analyst Marc Bromberg.  The
exploration and production company has a $185 million ABL, which
S&P does not rate.

The corporate credit rating on Delta is 'CCC'.  The outlook is
developing.

                           Rating List

                      Delta Petroleum Corp.

         Corporate Credit Rating        CCC/Developing/--

              Rating Raised; Recovery Rating Revised

                      Delta Petroleum Corp.

         Senior Unsecured Notes         CCC           CC
           Recovery Rating              4             6


DENNIS S SPIELBAUER: Wants Continued Access to Property Rentals
---------------------------------------------------------------
Dennis S. Spielbauer asks the U.S. Bankruptcy Court for the
Northern District of California for authorization to continue to
use cash collateral on these properties, which some are pending
close of escrow:

   a. 167 East William Street, San Jose, California
   b. 292 Tradewinds Drive, No. 3 San Jose, California (HOA
      payment only)
   c. 424 N. 8th Street, San Jose, California
   d. 484 - 486 South 5th Street, San Jose, California (insurance
      payment only)
   e. 499 South 5th Street, San Jose, California
   f. 511 - 513 B Street, Roseville, California
   g. 5209 Cribari Hills, San Jose, California (HOA payment only)
   h. 721 S. 10th Street, San Jose, California

The Debtor's interim use of cash collateral expired on Dec. 9,
2009.

The Debtor relates that as of March 10, 2009, it held deed of
trust to 22 pieces of properties used as rentals.  The Debtor adds
that several properties had been foreclosed upon, while some had
closed escrows.  The Debtor adds that some creditors contented to
the use of cash collateral, while the others objected to it.

The Debtor will use the cash collateral to fund the daily
operations of its properties.

                    About Dennis S. Spielbauer

Headquartered in San Jose, California, Dennis S. Spielbauer dba
Royal Pacific Properties, Golden Gate Financial Management filed
for Chapter 11 protection on March 10, 2009 (Bankr. N.D. Calif.
Case No. 09-51654).  David A. Boone, Esq., at the Law Offices of
David A. Boone, represents the Debtor.  When the Debtor
filed for protection from its creditors, he listed between
$10 million and $50 million each in assets of and debts.


DIGITAL ANGEL: Receives Non-Compliance Notice From Nasdaq
---------------------------------------------------------
Digital Angel disclosed that on December 10, 2009, it received
notice from The Nasdaq Stock Market that the minimum bid price of
the Company's common stock closed below $1.00 per share for 30
consecutive business days and that Digital Angel was therefore not
in compliance with Nasdaq's listing rules (Rule 5550(a)(2)).

In accordance with the rules, Digital Angel has 180 calendar days,
or until June 8, 2010, to regain compliance.  If at any time
before that date the bid price of the Company's common stock
closes at $1.00 per share or more for at least 10 consecutive
business days, Nasdaq will provide written notification that the
Company complies with the rules (Rule 5810(c)(3)(A)).

If compliance is not achieved by June 8, 2010, Digital Angel will
be eligible for an additional compliance period of 180 days
provided that it meets The Nasdaq Capital Market initial listing
criteria (Rule 5505), with the exception of the bid price
requirement.  If the Company is not eligible for an additional
compliance period, Nasdaq will provide written notification that
the Company's securities will be delisted.  At that time, Digital
Angel may appeal Nasdaq's determination that the Company's common
stock will be delisted from The Nasdaq Capital Market.

                        About Digital Angel

Digital Angel -- http://www.digitalangel.com/--  is an advanced
technology company in the field of animal identification and
emergency identification solutions.  Digital Angel's products are
utilized around the world in such applications as pet
identification using its patented, FDA-approved implantable
microchip; livestock identification and tracking using visual and
radio frequency identification (RFID) ear tags; and global
positioning systems (GPS) search and rescue beacons for use on
aircraft, ships and boats, and by adventure enthusiasts.


DOLLAR FINANCIAL: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating of
Dollar Financial Group at B2.  Moody's also upgraded the senior
secured debt rating to B1 from B2.  Finally, Moody's assigned a
rating of B2 to the $600 million senior unsecured debt issue of
Dollar's indirect wholly-owned Canadian subsidiary, National Money
Mart Company (versus Moody's previously noted expectation that it
would assign a rating of Caa1 to the issue).  The outlook on all
ratings is stable.

The rating action follows Dollar's announcement of December 11,
2009 that it had upsized the senior unsecured debt offering of
National Money Mart Company to $600 million from $350 million.
Dollar stated that it intends to use a portion of the net proceeds
of the offering to finance the previously announced acquisition of
Military Financial Services, LLC, and to prepay approximately
$350 million of outstanding borrowings under the term loan portion
of its senior secured credit facility.  The remainder of the
proceeds will be utilized for general corporate purposes.

Moody's rating actions are contingent upon Dollar applying the
proceeds of the senior unsecured offering as stated in its
December 11, 2009 announcement.  The rating actions reflect the
substantial shift in proportions of secured debt and unsecured
debt in Dollar's capital structure.  With the upsizing of the
senior unsecured bond offering and the concurrent payoff of all
but $20 million of the company's $370 million senior secured term
loan facility, unsecured debt will comprise 86% of the company's
total debt, with senior secured debt comprising the remaining 14%
(assumes full utilization of the U.S. dollar equivalent
$100 million senior secured revolving credit facility and U.S.
dollar equivalent $10 million U.K. overdraft facility).  This
shift in proportions to a larger amount of senior unsecured debt
enhances the recovery prospects for all debt holders, therefore
justifying the upward rating adjustments.

Moody's last rating action on Dollar was on December 1, 2009, when
Moody's affirmed the CFR and senior secured credit facilities
ratings at B2; announced that Moody's expected to assign a Caa1
rating to the planned senior unsecured note issue; and assigned a
stable outlook.

Dollar is a wholly-owned subsidiary of Dollar Financial Corp.
(ticker symbol DLLR), a leading international financial services
company serving under-banked consumers.  Dollar, based in Berwyn,
PA, reported total assets of $956 million at September 30, 2009.


D.R. HORTON: Fitch Sees Light at End of Tunnel for Homebuilders
---------------------------------------------------------------
With various macroeconomic housing and related statistics
bottoming about mid-year 2009 and subsequently moving forward in
fits and starts, a four-year downturn has evidently come to an end
for U.S. homebuilders, according to Fitch Ratings in its outlook
report for the sector.

While Fitch maintains a Negative Outlook for U.S. homebuilding in
2010, the expected conclusion of the national housing credit has
positively influenced housing data over the last few months.
Pending home sales, existing home sales, single family housing
starts and single family new home sales have been generally
showing improvement after bottoming out earlier this year.  The
same holds true for new home inventories, home pricing and
consumer and builder sentiment.  Importantly, the U.S. economy
apparently moved from recession to expansion in third quarter-2009
(3Q'09).  However, challenges remain, especially the expected
upcoming surge in delinquencies and foreclosures for both Alt-A
and option adjustable-rate mortgages.

Fitch raised its forecasts for starts and new home sales earlier
this year, the first positive adjustments in these metrics in over
three years.  Nevertheless, Fitch anticipates that the early
stages of this expansion may be more muted than the average.

During the first 12-15 months off the bottom, the recovery may
appear jaw-toothed as substantial foreclosures now in the pipeline
present as distressed sales, and as meaningful new foreclosures
arise from Alt-A and option ARM resets.  High unemployment rates
and the probable tightening of certain FHA loan standards (higher
minimum credit scores for new borrowers and greater upfront cash
requirements) will be notable headwinds early in the upcycle.

"The continuation and expansion of the national housing credit
should partially help offset expected seasonal declines during the
winter months through the spring of 2010," said Managing Director
and lead U.S. homebuilding analyst Robert Curran.  "The federal
government's continuing efforts to moderate foreclosures may also
show some success in 2010."

Despite having fewer competitors, public builders will continue to
be challenged and need to maintain tight controls over costs and
expenses during 2010.

Ratings Rationale:

Housing continues to be weak.  Fitch expects that the public
builders by and large to typically stabilize their aggregate land
positions over the next 6-to-12 months or selectively add to
owned, developed lot holdings.  The still irregular flow of
appropriately priced land from banks and others tends to support
this conclusion.

"With operational and financial pressures moderating to some
extent, most public homebuilders have to operate successfully
within this still challenging environment or wither away," said
Curran.  Companies have to at least maintain current cost profiles
or continue to downsize to the point where they can remain/be
profitable (excluding nonrecurring real estate charges).  That
means possible further moderate cuts in staffing and other
overhead, as well as other cost reductions.

The builders' gross profit margins and selling, general, and
administrative expense/sales ratios will confirm the success of
their efforts.

The public homebuilders cannot significantly influence revenue
trends and profitability at present, but they can manage their
balance sheets and their liquidity.  In a period when liquidity is
still an issue for all U.S. companies, Fitch believes that,
overall, the U.S. homebuilding sector has adequate liquidity.
However, some weaker companies face greater liquidity risk.  Many
companies in this sector have generated meaningful free cash flows
over the past 12 months while terming out borrowings, and for some
maintaining access to committed bank facilities, which together
provide room to handle maturities and fund working capital needs
over the next year and beyond.  Admittedly, most facilities have
been substantially slimmed down as builders sought covenant relief
in amendments.

For certain builders, cash flow has been enhanced by relatively
recent debt offerings, large land sales, tax refunds, and even
some public equity offerings (e.g. Meritage Homes Corp.; Hovnanian
Enterprises, Inc.; Lennar Corp.; M/I Homes, Inc.) or other
external cash infusions (Standard Pacific Corp.).  Recently passed
legislation that extends the net operating losses carryback to
offset taxable profits from the previous five years will result in
meaningful tax refunds for most public homebuilders early in 2010
further enhancing liquidity and tangible net worth.

Compared with the last major housing downturn in the latter 1980s
into the early 1990s, leverage was lower during the later part of
this past upcycle and at the peak.  Fitch notes that during the
past two years primarily non-cash charges against tangible net
worth have raised debt/capital ratios.  For the majority of public
homebuilders, debt composition 15-to-20 years ago was mostly, or
all, short-term construction loans and possibly a secured credit
line.  By contrast, the debt often is weighted most heavily to
well-laddered public debt (a more appropriate balance with longer
lived real estate assets), and, to a lesser degree, to an
unsecured revolving credit facility.

All the public homebuilders in Fitch's coverage that have
revolving credit facilities have unsecured facilities, except for
Beazer Homes U.S.A Inc., M/I Homes and Standard Pacific, which
have secured or partially secured revolving credit facilities.
D.R. Horton, Inc., Ryland Group, Inc., Meritage and Hovnanian
recently terminated their revolving credit facilities.  Beazer and
Standard Pacific have sharply lowered the size of their credit
facilities.

Fitch will continue to assess each homebuilder's approach and
performance relating to land and development spending, balance
sheet (inventory) contraction, FCF generation, and debt reduction
when considering its ratings, as well as builders' credit metrics,
liquidity, size, geographic and product diversification, margins,
and the frequency and the size of real estate writedowns and
option writeoffs.

Despite the Negative Outlook for the sector, continued progress in
industry and company metrics could prompt a reassessment and
possible revision of some of the U.S. homebuilder Rating Outlooks.

2009 and 2010:

Some of the key drivers of the downturn remain in place although
the worldwide and U.S. recovery have begun.  Notably, U.S.
households are deleveraging and retrenching at a rapid pace, in
response to significant job losses, ongoing declines in certain
asset prices, and tight credit conditions.  In combination with
sharp cutbacks in corporate spending and ongoing declines in
residential investment, Fitch forecasts U.S. GDP to fall by 2.5%
this year, and unemployment to possibly touch 10.3% in 2010.

With unemployment still rising, consumer confidence at low levels
and household wealth until recently still being affected by real
estate and equity price declines, there seems limited prospect
that the deleveraging process will end in the near term.  Fitch's
forecasted 1% decline in consumer spending in 2009 implies a
further increase in the saving ratio.

Fitch expects the economy to return to positive growth next year,
primarily reflecting the impact of the fiscal stimulus package,
but also some likely stabilization in housing investment and a
weakening inventory overhang.  The CBO predicts federal government
spending grew by 34% in nominal terms in fiscal 2009 (ending
September), which should have an important subsequent multiplier
effect on wider spending.  Lower household tax rates should also
help ease the pace at which consumers deleverage through cutting
expenditures, while lower commodity prices will also support
consumers' real income.

However, while the forecast assumes that policy measures aimed at
stabilizing the financial sector gain traction, ongoing household
deleveraging will weigh on private sector demand, keeping GDP
growth in 2010 well below potential.

Rates on 30-year fixed mortgages averaged 6.03% in 2008, off 31
basis points (bps) from the 6.41% in 2006 (and 6.34% in 2007).
Fitch expects rates to decline as much as 90-100 bps for all of
2009 as the Fed continues to execute its plan to buy mortgage
securities and the economy struggles.

Fitch's initial outlook for the housing sector in 2009 started
quite bearish due to the influence of a softening economy, even
tighter credit standards for homebuyers and the effect of late
2008 disruptions in the credit markets.  However, by mid-year the
outlook brightened, prompting lesser forecast declines for a
number of housing metrics.  Fitch most recently forecast a
contracting economy during first half-2009, with a mild recovery
beginning in 3Q'09 and continuing through 2010.  Real GDP is
forecast to decrease 2.5% for all of 2009.  Investment is expected
to plunge 17.6%, with consumer spending to fall 1%, exports to
drop 11.6% and imports to see a 16.6% decline.

Government spending (up 5.1%) was the economic positive in 2009.
Inflation is expected to be a negative 0.2%, compared with a
positive 3.8% in 2008.  As noted earlier, interest rates are
expected to meaningfully recede.

An economy in the midst of a severe recession has been another
blow to housing.  In particular, a deteriorating economy further
eroded consumer confidence and accelerated job losses, and
consequently, foreclosures.  The MBA and John Burns Real Estate
Consulting forecast 2.76 million annual foreclosure starts in
2009, up from 2.27 million in 2008, and project 2.94 million
foreclosure starts in 2010.  The Center for Responsible Lending
forecasts 2.43 million foreclosures in 2009 and 8.1 million
foreclosures over the next four years.  Various programs from
Washington are designed to stimulate the economy, stem
foreclosures, and improve housing demand.  However, these actions
are unlikely to stabilize and then boost housing demand until
later in 2010 or beyond.

In 2009, total housing starts are projected to fall 41.1% to
530,000 with single-family volume declining 30.6% to 430,000.  New
home sales are forecast to decrease 23.1% to 373,000, while
existing home sales are flat at 4.91 million.  Average and median
single-family new home prices are projected to fall 8.7% and 8.6%,
respectively, in 2009.

Fitch is forecasting a stronger economy in 2010, although still
noticeably below the historical trend line.  Real GDP is projected
to grow 1.8%.  Consumer spending and government spending are
forecast to expand 0.3% and 10.8%, respectively.  Investment
should fall 4.9%, while inflation is expected to be about 0.8%.

Total and single-family housing starts are forecast to grow 15.1%
and 18.6%, respectively, in 2010.  New home sales should expand
approximately 20%.  Existing home sales should increase about
7.5%.  New home prices could average 2%-to-3% higher in 2010.

Implications for the Companies and the Ratings:

For the full year of 2009, homebuilders' revenues could drop 42%
on average.  For those builders who are profitable, EBITDA before
real estate charges could fall approximately 55%.  Current credit
metrics (LTM EBITDA/interest incurred, debt to LTM EBITDA, and FFO
interest coverage) are considerably lower than at 3Q'08 end and
that will also be the case at calendar year-end 2009.
Debt/capitalization ratios have deteriorated for the majority of
builders over the past three years, largely as a result of erosion
in TNW from sizeable real estate charges and FAS 109 adjustments.

Although some builders have been more proactive than others in
reducing inventories and lowering debt levels, most, in
retrospect, started relatively late during this cyclical downturn.
For most, inventories and debt are now meaningfully lower than at
their peaks: owned inventories down 64.5% from the peak; debt down
35.5% from the peak.

Given Fitch's macroeconomic forecast for 2010, public builders are
likely to experience a mild recovery next year.  On average,
revenues should expand low double digit despite lower home prices
due to a mix shift to smaller, often entry level homes.  Gross
margins should improve 150-200 basis points reflecting earlier
real estate charges and lesser selling incentives.  With higher
volume the typical SG&A expense/sales ratio may diminish.  As a
consequence, most public builders should report modest profits on
an EBITDA and pretax basis in 2010.

That being said, Fitch still expects modest to moderate land value
write downs in 2010.

Excluding tax refunds, average CFFO is likely to be lower in 2009
relative to 2008 and to be neutral to modestly negative in 2010.

On average, credit metrics, particularly profit related metrics
(LTM EBITDA/interest coverage, debt to LTM EBITDA), should
stabilize and then start to improve later in 2010.  Tangible net
worth should grow.  Debt leverage should at least modestly
improve.

Since credit pressures will persist, at least in the intermediate
term, it will be imperative that builders continue to manage their
balance sheets, selectively reducing or stabilizing land and
development spending, with the exception of markets where lot
positions dip below minimum acceptable levels and land (preferably
rolling option, developed lots) is available on a sharply
discounted price basis.

Fitch expects homebuilders to reduce debt where possible and to
exercise restraint as to share repurchases, dividends, and company
acquisitions in these still uncertain times.  Builders should be
cautious about reacting prematurely to a market bottom and early-
stage recovery with overly aggressive real estate purchases.

Fitch rates the builders within the context of a typical cycle.
In the midst of a non-typical upcycle, as took place in the 1992-
2005 period, a number of builders realized higher credit ratings.
Conversely, due to this sharper than expected contraction, which
has lasted longer than the norm, and as builders' operating and
credit metrics have been even more stressed, ratings have been
lowered.

While the possibility remains for a few additional company
downgrades, the likelihood of such action has diminished.
Continued progress in industry and company metrics could prompt a
positive revision of a number of Rating Outlooks.

This is a list of Fitch rated U.S. homebuilders and their current
Issuer Default Ratings and Rating Outlooks:

  -- Beazer Homes USA ('CCC'; Outlook Negative);
  -- D.R. Horton, Inc. ('BB'; Outlook Negative);
  -- Hovnanian Enterprises, Inc. ('CCC'; Outlook Negative);
  -- KB Home ('BB-'; Outlook Negative);
  -- Lennar Corp. ('BB+'; Outlook Negative);
  -- M.D.C. Holdings, Inc. ('BBB-'; Outlook Stable);
  -- Meritage Homes Corp. ('B+'; Outlook Negative);
  -- M/I Homes, Inc. ('B'; Outlook Negative);
  -- NVR, Inc. ('BBB'; Outlook Stable);
  -- Pulte Homes ('BB+'; Outlook Negative);
  -- Ryland Group ('BB'; Outlook Negative);
  -- Standard Pacific Corp. ('CCC'; Outlook Negative);
  -- Toll Brothers, Inc. ('BBB-'; Outlook Stable).


DURA AUTOMOTIVE: Patriarch Partners Acquires Majority Interest
--------------------------------------------------------------
Affiliates of Patriarch Partners, LLC, on Friday said they 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 US$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, 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," Mr.
Leuliette said.

                          About Patriarch

Patriarch Partners, LLC -- http://www.patriarchpartners.com/-- is
a vertically-integrated private equity firm with robust in-house
operational turn-around expertise. Founded in 2000, Patriarch was
built upon a patented financial model designed to manage and
monetize the distressed portfolios of financial institutions.
Patriarch has since evolved into a global investment firm that
concentrates on direct investments in and the transformation of
complex businesses, building integrated industry platforms.
Patriarch manages funds with over US$7 billion of equity and
secured loan assets, with equity investments in more than 70
companies and controlling interests in approximately two-thirds of
these.

                            About DURA

DURA Automotive Systems, Inc. -- http://www.DURAauto.com/-- is a
independent designer and manufacturer of driver control systems,
seating control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  DURA markets its automotive products to
every North American, Asian and European original equipment
manufacturer (OEM) and to many leading Tier 1 automotive
suppliers. DURA is headquartered in Rochester Hills, Mich.  It had
sales of US$1.75 billion in 2008 and has 9,800 employees in 33
manufacturing operations in 16 countries.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202).  On April 3, 2008, the Court
approved the Debtors' revised Disclosure Statement explaining
their revised Chapter 11 plan of reorganization.  On June 27,
2008, the Debtors emerged from Chapter 11 bankruptcy protection.


ENRON CORP: Appeals Securities Settlement Decision
--------------------------------------------------
Law360 reports that Enron Creditors Recovery Corp. is appealing a
decision that had been hailed as a victory for investors who
collect securities settlements from soon-to-be bankrupt companies.

As reported by the TCR on Dec. 10, 2009, Judge Colleen McMahon of
the U.S. District Court for the Southern District of New York
reversed the decision of Judge Arthur Gonzalez of the U.S.
Bankruptcy Court for the Southern District of New York relating to
the appeal of Alfa, S.A.B. de C.V., and ING VP Balanced Portfolio,
Inc., and ING VP Bond Portfolio, Inc., in the adversary proceeding
Enron Creditors Recovery Corp. v. J.P. Morgan Securities, Inc.

The appeal is issue is whether the "safe harbor" provision under
Section 546(e) of the Bankruptcy Code, which bars avoidance of
transfers that constitute "settlement payments" made in connection
with transactions in securities, extends to transactions in which
commercial paper is redeemed by the issuer prior to maturity,
using the customary mechanism of the Depository Trust Company for
trading in commercial paper, without regard to extrinsic facts
about the nature of the redemption, the motive behind the
redemption, or the circumstances under which the payments were
made.

Alfa and the ING Entities, supported by the Securities and
Exchange Commission, take the position that prepayment of debt
evidenced by commercial paper using the mechanism of the DTC, is a
"transaction in securities."  They further argue that every
payment made to close out that transaction qualifies as a
"settlement payment" as long as it is effected by a broker or
financial institution, without regard to whether the underlying
transaction was out of the ordinary from a commercial point of
view.  Enron takes the opposite position: that the prepayment of
debt is not a "transaction in securities" because there was no
"purchase or sale" of securities.  For that reason, Enron argues,
the payment used to effect the redemption and retirement of the
debt securities does not qualify as a "settlement payment," no
matter the role of the DTC or any broker or financial institution.

Judge Gonzalez accepted Enron's argument.

Judge McMahon reversed the holding of the Bankruptcy Court insofar
as it limited the definition of settlement payment -- and
restricted the availability of Section 546(e)'s safe harbor from
avoidance -- to payments "commonly made" in the securities trade.
Judge McMahon ruled that the "rule of the last antecedent"
provides that a limiting clause or phase should ordinarily be read
as modifying only the noun or phrase that it immediately follows.

Judge McMahon pointed out that commercial paper is included in the
definition of "security" under the Bankruptcy Code.  Specifically,
a security is defined, inter alia, as a "note," "stock," "treasury
stock," "bond," "indenture," "collateral trust certificate," "pre-
organization subscription or certificate," "transferable share,"
"voting-trust certificate," "certificate of deposit," or a
"certificate of deposit for security."  Enron, she noted, does not
dispute that the short-term notes at issue fall within the
Bankruptcy Code's definition of "securities."  However, Enron,
citing no authority, urged the District Court to discard the
Bankruptcy Code's definition of "security" and instead apply the
definition found in the Securities Exchange Act of 1934.  Judge
McMahon said courts interpreting Section 546(e)'s reach, however,
have routinely rejected this argument and have applied the
Bankruptcy Code's definition of security under Section 101(49) in
deciding whether the safe harbor applied.  Judge McMahon said she
will do likewise.

On the question whether the payments to Alfa and ING that Enron
seeks to avoid are "settlement payments," the District Court
concludes that because the redemption of the notes, as security,
involved the "delivery and receipt of funds and securities, it
qualifies as a "securities transaction" for safe harbor purposes,
regardless of whether Enron, itself or through an agent, acquired
title to the notes.

Judge McMahon further ruled that the transfers of cash to the
former noteholders and securities contemplated the consummation of
a "securities transaction," and that alone qualifies the transfers
as "settlement payments" for purposes of Section 546(e).  She
added that the transfers were made by and to "financial
intermediaries" who are involved in the national clearance and
settlement system -- namely JP Morgan and Chase IPA.  Moreover,
she pointed out that the Redemption implicated the participants in
the system of intermediaries and guarantees that characterize the
clearing and settlement process of public markets -- notably the
DTC.

Judge McMahon found that none of the authorities on which Enron
relies suggest any persuasive reason why transfers made to
consummate a "securities transaction" consisting of the redemption
and retirement of debt instruments do not qualify as "settlement
payments" for purposes of Section 546(e).

For the reasons stated, the District Court reversed Judge
Gonzalez's decision.  The District Court remands to the Bankruptcy
Court with instructions that summary judgment be entered in favor
of Alfa and ING.

A full-text copy of Judge McMahon's Opinion and Order is available
for free at http://bankrupt.com/misc/enroningord.pdf

                        About Enron Corp.

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

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

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

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

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

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



ECHO THERAPEUTICS: Posts $1.2 Million Net Loss in Q3 2009
---------------------------------------------------------
Echo Therapeutics, Inc., reported a net loss of $1.2 million for
the three months ended September 30, 2009, compared with a net
loss of $2.9 million for the same period of 2008.

The Company signed two licensing agreements in May and June 2009,
each of which required an up-front non-refundable license payment
at the start of the license period of at least 10 years.  The
total up-front non-refundable license payments received in cash
totaled $1.25 million.  The Company is recognizing the upfront,
nonrefundable payments as revenue on a straight-line basis over
the Company's contractual or estimated performance period.
Accordingly the Company determined that approximately $204,000 of
the non-refundable license revenue was recognizable in the three
months ended September 30, 2009.  There was no licensing revenue
or deferred revenue in the three months ended September 30, 2008.

The Company also recorded other revenue of approximately $293,000
for the three months ended September 30, 2009, consisting of
revenue recognized on reimbursed research and development services
expenses (contract engineering services).  There was no other
revenue in the three months ended September 30, 2008.

Interest expense was approximately $17,000 for the three months
ended September 30, 2009, compared to interest expense of
approximately $303,000 for the same period in 2008, a decrease of
approximately $286,000.

On September 30, 2008, the Company exchanged an aggregate
principal amount of $2,077,886 of its Senior Convertible Notes,
including notes for amounts related to interest expense, for
1,539,161 shares of Series A Preferred Stock and five-year
warrants to purchase 153,912 shares of the Company's common stock
at an exercise price of $1.00 per share.  The Company recorded an
extinguishment loss of $844,760 in connection with this exchange.
The Company had no loss on extinguishment of debt during the third
quarter of 2009.

                       Nine Months Results

The Company reported a net loss of $9.2 million on total revenues
of $618,277 for the nine months ended September 30, 2009, compared
with a net loss of $9.2 million on $-0- revenues for the same
period last year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $10.5 million in total assets, $5.5 million in total
liabilities, and $5.0 million in total stockholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $602,419 in total current
assets available to pay $5.1 million in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4bca

                       Going Concern Doubt

As of September 30, 2009, the Company had cash of $144,464, a
working capital deficit of approximately $4.5 million and an
accumulated deficit of approximately $65.7 million.  Although the
Company has been able to issue securities through senior
promissory notes, secured promissory notes and a series of private
placements to raise capital in order to fund its operations, it is
not known whether the Company will be able to continue this
practice, or be able to obtain other types of financing to meet
its cash operating expenses.  This, in turn, raises substantial
doubt about the Company's ability to continue as a going concern.

                     About Echo Therapeutics

Based in Franklin, Mass., Echo Therapeutics, Inc. (OTC BB: ECTE) -
- http://www.echotx.com/-- is a transdermal medical device and
specialty pharmaceutical company developing a non-invasive
(needle-free), wireless, transdermal continuous glucose monitoring
system for people with diabetes and for use in hospital critical
care units, as well as a wide range of topical reformulations of
pharmaceutical products previously approved by the United States
Food and Drug Administration.


EDGE PETROLEUM: Mariner Energy to Purchase Operations
-----------------------------------------------------
Mariner Energy, Inc. (NYSE: ME) announced that it has agreed to
purchase the subsidiaries and operations of Edge Petroleum
Corporation in a transaction valued at approximately $215 million
after anticipated purchase price adjustments.  Mariner expects the
transaction to close by December 31, 2009, with an effective date
of June 30, 2009. The transaction has been approved by the
bankruptcy court in which Edge's Chapter 11 case is pending,
subject to any appeals. Mariner will utilize its revolving credit
facility to fund the acquisition.

Transaction and asset highlights include:

  -- Edge reported year-end 2008 estimated proved reserves of 124
     billion cubic feet of natural gas equivalent (Bcfe), all
     fully engineered by independent reservoir evaluation
     consultants, approximately 90% by Ryder Scott Company, L.P.
     Mariner estimates that at December 31, 2009, the properties
     include approximately 106 Bcfe in estimated proved reserves,
     70% of which are developed (72% gas, 28% liquids).

  -- More than 80% of the reserves are located in South Texas,
     establishing a new core area for Mariner.  Approximately 45%
     of the reserves are based in the Flores/Bloomberg field in
     Starr County.

  -- Third quarter 2009 daily production from the assets averaged
     approximately 29 million cubic feet of natural gas
     equivalent.

  -- The assets also include nearly 70,000 net undeveloped acres,
     primarily in Texas and New Mexico.

  -- Mariner structured the transaction to preserve certain tax
     attributes of the Edge subsidiaries, including the tax basis
     of the assets acquired and net operating losses.  Mariner
     estimates the potential value of these tax attributes to be
     approximately $95 million.

"Consistent with our stated strategy of expanding our onshore
presence, the Edge transaction establishes a new core area for the
company. Based on year-end 2008 results, the combination results
in more than half of Mariner's proved reserves being onshore. The
economic metrics of the transaction are compelling, potentially
further enhanced by the preservation of the tax attributes. We
expect the assets to generate excess cash flow while self-funding
future development costs. We look forward to welcoming the Edge
personnel to our company," said Scott D. Josey, Chairman, Chief
Executive Officer and President of Mariner.

                     About Mariner Energy, Inc.

Mariner Energy -- http://www.mariner-energy.com/-- is an
independent oil and gas exploration, development, and production
company headquartered in Houston, Texas, with principal operations
in the Permian Basin and the Gulf of Mexico deepwater and shelf.

                     About Edge Petroleum

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

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

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


ETELOS INC: September 30 Balance Sheet Upside-Down by $11.95 Mil.
-----------------------------------------------------------------
Etelos, Inc.'s balance sheets at September 30, 2009, showed
$1,221,000 in total assets and $13,167,000 in total liabilities,
resulting in a $11,946,000 shareholders' deficit.

At September 30, 2009, the Company's consolidated balance sheets
also showed strained liquidity with $1,132,000 in total current
assets available to pay $5,891,000 in total current liabilities.

The Company reported a net loss of $1,200,000 on revenue of $5,000
for the three months ended September 30, 2009, compared with net
income of $1,651,000 on revenue of $10,000 for the same period of
2008.

The decrease in net income from 2008 to 2009 was primarily due to
the $4,200,000 change in the mark to market valuation of
derivative and warrant liabilities primarily due to the decrease
in the Company's stock price at September 30, 2008, from June 30,
2008, offset by a loss on the cancellation of promissory notes in
exchange for 10% Senior Secured Debentures on September 30, 2009,
of $288,000, and a decrease in operating expenses of $1,234,000.

The Company reported a net loss of $4,725,000 on revenue of
$131,000 for the nine months ended September 30, 2009, compared
with a net loss of $22,153,000 on revenue of $55,000 for the same
period last year.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4bcb

                       Going Concern Doubt

The Company has experienced net losses of $4,725,000 and
$22,153,000 for the nine months ended September 30, 2009, and
2008, respectively, and has a total stockholders' deficit of
$11,946,000 and $10,842,000, as of September 30, 2009, and
December 31, 2008, respectively, all of which raise substantial
doubt about its ability to continue as a going concern.

                        About Etelos Inc.

Based in Maple Valle, Wash., Etelos, Inc. (OTC BB: ETLO) --
http://www.Etelos.com/-- is the developer of a Web app
distribution platform for delivering Web apps for businesses.
Unlike other cloud computing and Platform-as-a-Service (PaaS)
solutions, Etelos enables software manufacturers to migrate
existing applications or to create new applications, then to
package, distribute, host, bill, market and support their
Software-as-a-Service (SaaS) enabled applications through a number
of third-party branded application marketplaces, all based on the
Etelos Platform Suite.


EVERGREEN GAMING: Century Casinos to Acquire Silver Dollar
----------------------------------------------------------
Century Casinos, Inc. (Nasdaq: CNTY; Vienna Stock Exchange: CNTY)
announced that the Company's Austrian subsidiary, Century Casinos
Europe GmbH, has entered into a definitive agreement to acquire
100% of the outstanding common stock of Frank Sisson's Silver
Dollar Ltd. and 100% of the outstanding common stock of EGC
Properties Ltd, the owner and operator of Silver Dollar casino in
Calgary, Alberta, Canada and the related land.  The total
consideration for the transaction is $10,650,000 (USD), plus/minus
a working capital adjustment.

The Silver Dollar is a 93,000 square-foot casino facility located
on approximately seven acres of land in Calgary. The casino
facility includes 504 slot machines, 16 table games, 15 video
lottery terminals, two restaurants, a lounge, a 5,000 square foot
showroom, an 18,000 square foot convention center and a 38-lane
bowling alley.

On April 15, 2009, Evergreen Gaming Corporation, the company that
acquired the Silver Dollar in 2007, filed for protection from
creditors under the Companies' Creditors Arrangement Act in
Vancouver.  On June 24, 2009, a receiver was appointed by the
courts to manage the assets of FSSD and EGC. We believe its
current performance is not indicative of its real potential.

Century Casinos already owns and operates a casino in Alberta,
Canada, namely the Century Casino & Hotel in Edmonton. That
property generated net operating revenue of CAD 23,200,000 and
Adjusted EBITDA* of CAD 8,000,000 for the trailing twelve months
ending September 30, 2009.

"We are excited about expanding in Alberta, Canada, by entering
the Calgary gaming market with the addition of the Silver Dollar
to Century's portfolio of casino hotels. Once we have made certain
improvements at the property and refined its market position, we
believe the Silver Dollar has the potential to substantially
contribute to our overall performance", said the Company's Co CEOs
Erwin Haitzmann and Peter Hoetzinger.

The transaction is subject to customary closing conditions,
including the receipt of necessary regulatory and governmental
approvals. The transaction is expected to close in the first
quarter 2010. The total purchase price will be paid out of the
Company's cash on hand.

                      About Century Casinos

Century Casinos, Inc. is an international casino entertainment
company that owns and operates the Womacks Casino & Hotel in
Cripple Creek, Colorado, the Century Casino & Hotel in Central
City, Colorado, and the Century Casino & Hotel in Edmonton,
Canada. The Company also operates casinos aboard five luxury
cruise vessels (Silver Cloud, Regatta, Insignia, Nautica, Mein
Schiff). Through its Austrian subsidiary, Century Casinos Europe
GmbH, the Company holds a 33.3% ownership interest in Casinos
Poland Ltd., the owner and operator of seven full casinos and one
slot casino in Poland. Century Casinos, Inc. continues to pursue
other international projects in various stages of development.

                       About Evergreen Gaming

British Columbia-based Evergreen Gaming Corporation --
http://www.evergreengaming.com/-- and its affiliates own and
operate 10 casinos in Washington State and a 100,000 square-foot
casino in Calgary, Alberta.

Deloitte & Touche Inc. filed a Chapter 15 petition for Evergreen
Gaming and its affiliates on April 15, 2009 (Bankr. W.D. D.C. Case
No. 09-13567).  The Debtors has $1 million to $10 million in
assets and $10 million to $50 million in debts.


FAYETTEVILLE MARKETFAIR: Case Summary & Unsecured Creditors
-----------------------------------------------------------
Debtor: Fayetteville Marketfair Investors, LLC
        6100 SW 76th Street
        Miami, FL 33143

Bankruptcy Case No.: 09-10859

Chapter 9 Petition Date: December 14, 2009

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

Judge: Randy D. Doub

Debtor's Counsel: William P. Janvier, Esq.
                  Everett Gaskins Hancock & Stevens, LLP
                  PO Box 911
                  Raleigh, NC 27602
                  Tel: (919) 755-0025
                  Fax: (919) 755-0009
                  Email: bill@EGHS.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Stephan Johansson, the company's
member.

Debtor's List of 19 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
All American Heat & AC                            $438
Service

Bass Air Conditioning                             $234

Berkowitz Dick Pollack &                          $19,767
Brant

Cape Fear Commercial Lawn                         $5,105

Cape Finance, Inc.                                $13,650,000
PO Box 93330                                      ($0 secured)
Chicago, IL 60673

Cape Finance, Inc.                                $5,881,695
PO Box 93330                                      ($0 secured)
Chicago, IL 60673

Cape Finance, Inc.                                $515,746
PO Box 93330                                      ($0 secured)
Chicago, IL 60673

Cape Finance, Inc.                                $257,040
PO Box 93330                                      ($0 secured)
Chicago, IL 60673

Haire Plumbing                                    $157

Image Supply                                      $230

Infinity Fire Protections                         $9,721

It's Fashion                                      $815

JDM Roofing                                       $2,420

Joe Parker Electric                               $160

Norman Weider, Esq.                               $6,020

Orkin Pest Control                                $57

Securitas Security Svc                            $10,900

Stearns Weaver                                    $6,859

Winstead Wilkinson                                $288


FIRSTFED FINANCIAL: Heimbuch Resigns; Giraldin Takes CEO Post
-------------------------------------------------------------
Babette Heimbuch on December 9, 2009, tendered her resignation as
Chief Executive Officer and as a member of the Board of Directors
of FirstFed Financial Corp. and its wholly owned banking
subsidiary, First Federal Bank of California, FSB, effective
December 31, 2009.  Ms. Heimbuch will cease serving as Chairman of
the Board of Directors of the Company and the Bank effective
immediately.  Ms. Heimbuch's resignation did not result from any
disagreement with the Company concerning any matter relating to
the Company's operations, policies or practices.

James Giraldin, who currently serves as President and Chief
Operating Officer and as a member of the Board of Directors of the
Company and the Bank, will become Chief Executive Officer and
President, effective January 1, 2010.

Mr. Giraldin, 57, has served as President and as a member of the
Board of Directors of the Company and the Bank since April 2002,
and as Chief Operating Officer of the Company and the Bank since
1997.  Mr. Giraldin joined the Company and the Bank in 1992 as
Executive Vice President and Chief Financial Officer.  Prior to
joining the Company and the Bank, Mr. Giraldin was Chief Executive
Officer of Irvine City Bank for five years.  He previously served
as Chief Financial Officer for two other savings and loan
associations and was a certified public accountant with KPMG LLP.
Mr. Giraldin is on the Executive Board of the Boys and Girls Clubs
of Santa Monica.

                  About FirstFed Financial Corp.

Los Angeles, California-based FirstFed Financial Corp. (OTC-
FFED.PK) -- http:///www.firstfedca.com/-- is a savings and loan
holding company.  The Company owns and operates First Federal Bank
of California, a federally chartered savings association.

At September 30, 2009, the Company had $6,150,613,000 in total
assets against $6,039,533,000 in total liabilities, resulting in
stockholders' equity of $111,080,000.

                           Going Concern

"The ability of the Company and the Bank to continue to meet all
of the requirements of the Amendments and the Orders will be
affected by market conditions in the economy and other
uncertainties.  Declining real estate values and rising
unemployment in the state of California could have a significant
impact on future losses incurred on loans.  In addition, there can
be no assurance in the current economic environment that the
Company will be able to raise capital to regain 'well capitalized'
status or to meet future regulatory requirements.  Due to these
conditions and events, substantial doubt exists in the Company's
ability to continue as a going concern," the Company said in its
Form 10-Q filing for the quarterly period ended September 30,
2009.

The Company noted that like its peers in the financial services
industry, it has experienced deterioration in the quality of its
loan portfolio since late 2007.  This deterioration has primarily
resulted from declining real estate values in California,
borrowers who have reached their maximum allowable negative
amortization recasting to higher payments they are unable to
afford and the worsening employment market.  These trends have
caused the level of the Company's non-performing assets to
increase significantly over the prior year, although the Company
expects to report a decrease in non-performing assets from the
second quarter of 2009.

The Company and the Bank are operating under Amended Orders to
Cease and Desist issued by the Office of Thrift Supervision on
May 28, 2009.  Under the terms of the Bank's Order, the Bank was
required to meet and thereafter maintain a minimum Tier 1 Core
Capital ratio of 7% and a minimum Total Risk- Based Capital ratio
of 14% by September 30, 2009.

The Bank failed to meet these required capital ratios, and,
accordingly, as required by the Bank's Order, the Bank submitted
to the OTS a contingency plan to accomplish either a merger of the
Bank with, or an acquisition of the Bank by another federally
insured institution or holding company thereof or a voluntary
liquidation of the Bank.  The Bank continues to pursue
alternatives to increase the Bank's capital ratios to preclude the
need to implement the contingency plan.


FLYING J: El Paso Offers $99.5MM for Unit, Wants to Reopen Bidding
------------------------------------------------------------------
Daily Bankruptcy Review reports El Paso Corporation said it topped
a $92 million offer for Flying J Inc.'s oil and gas production
business.  El Paso is offering $99.5 million for the unit.  El
Paso has asked the U.S. Bankruptcy Court for the District of
Delaware to reopen the bidding for the unit.

The Troubled Company Reporter, citing Daily Bankruptcy Review,
said November 27, 2009, that Flying J is seeking approval from the
Bankruptcy Court to sell its stake in its oil and gas production
business to an affiliate of Citation Oil & Gas Corp. for
$92 million.

                          About Flying J

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FONTAINEBLEAU LV: 'No Credit Bidding' Detrimental, Says Examiner
----------------------------------------------------------------
Jeffrey R. Truitt, the appointed Chapter 11 Examiner in the
Fontainebleau Las Vegas Holdings LLC's Chapter 11 cases, relates
that prior to the involvement of the Chapter 11 Examiner, the
draft bidding procedures being considered by the Debtors' estates
required potential bidders to submit only cash bids.  No credit
bids were allowed in the Auction.

The Chapter 11 Examiner believed the exclusion of credit bids
would have a detrimental impact on the Debtors' estates:

  * Limiting the Auction to only cash bids significantly
    eliminates an entire class of bidders who have the potential
    of creating a competitive Auction for the Debtors' assets.

  * Instead of "chilling the bidding," the allowance of
    reasonable credit bids ensures that multiple bidders
    participate in the Auction and encourage a competitive
    process that would culminate in obtaining the best price
    possible for the Debtors' assets.

  * In simple terms, credit bids have the potential of adding
    significant value to the Debtors' estates.

  * With these principles in mind, the Chapter 11 Examiner
    structured the bidding procedures in a way that would
    facilitate the submission of credit bids, making clear the
    minimum cash requirements for Qualified Bids and
    specifically allowing parties to make credit bids at the
    Auction.  At the hearings held on November 23, 2009, and
    December 2, 2009, the Court approved the bidding
    procedures.

Before the hearing on the Debtors' motion to establish bidding
procedures, including the stalking horse bidder, the Chapter 11
Examiner had extensive discussions with representatives of the
Mechanic Lien Claimants and the eventual Court-approved stalking
horse bidder, Icahn Nevada Gaming Acquisition LLC, on an
expedited process for determining the "priority, extent and
validity" of the parties' liens for the purpose of allowing
credit bids at the Auction.

Based on these discussions, the Chapter 11 Examiner believes that
Icahn and Mechanic Lien Claimants would support this process to
determine the Mechanic Lien Claimants' credit bid rights:

  * As an initial matter, the Mechanic Lien Claimants must first
    obtain a final, non-appealable order determining their first
    priority status.  By allowing an expedited process to
    consider summary judgment motions on the recently filed
    complaint by the Administrative Agent for the Term Lenders,
    the issue is now ripe for the Court's determination.

  * An estimation hearing would then be held to determine the
    validity and extent of the parties' asserted liens for the
    sole purpose of determining the maximum amount of each
    claimant's credit bid right.  Given timing constraints, it
    is anticipated that parties would not seek Court approval of
    the full amount of their asserted claims but, rather, ask
    the Court to approve some lesser undisputed amount that
    could be easily established in the truncated estimation
    process.

  * To the extent that not all parties who assert mechanic lien
    claims against the Debtors agree to participate in making a
    credit bid, the Mechanic Lien Claimants must obtain a final,
    non-appealable order on how nonconsenting parties should be
    treated in the event that a credit bid is selected as the
    Successful Bid at the Auction, or agree to take the Project,
    subject to any non-participating mechanic lien holders
    and pay non-participating mechanic lien holders in full.

  * The process to determine the credit bid rights of the
    Mechanic Lien Claimants cannot derail the timeline
    established by the Bidding Procedures.

  * The Mechanic Lien Claimants must comply with the Bidding
    Procedures in all respects, including (i) the submission of
    bids by the January 15, 2010 deadline and (ii) provide
    sufficient cash consideration as set forth in the Bidding
    Procedures.

  * Finally, the process is without prejudice to any party
    objecting or taking any position with respect to the
    proceedings.

The Chapter 11 Examiner is under no illusions that the process
would require significant time and effort of all parties
involved.  Should the process, however, result in interested
parties having the ability to make credit bids at the Auction,
this would significantly enhance the value to the Debtors'
estates by ensuring a competitive Auction process.

Accordingly, the Chapter 11 Examiner strongly believes that
credit bids would foster a competitive Auction, ensuring that the
Debtors' estates obtain the best price for their assets and would
support a process that would facilitate credit bids at the
Auction.

                   Court Disallows Credit Bidding

The Court, having considered the Motion and all objections and
responses, finds that cause exists to not allow credit bidding at
the anticipated Section 363 sale of the Debtors' assets, and
denies the Motion.

Judge Cristol relates that there are five groups of mechanics and
materialmen lien claimants, each represented by independent
counsel, plus additional lien claimants not represented by
counsel.  Each of the over 300 lien claimants has a discrete
claim of lien for a different amount, all of which are
unliquidated and disputed as to priority.

An adversary proceeding has been filed objecting to all the lien
claims and therefore, they are not allowed secured liquidated
claims.

Judge Cristol says he is persuaded that there is insufficient
time to determine the status of all lien claims prior to the sale
scheduled for January 21, 2010.  In the interest of fairness,
Judge Cristol points out, the Court would necessarily be
obligated to afford all creditors holding valid, liquidated,
first liens the opportunity to credit bid, including the Term
Lender Steering Group if they were determined to be in first
priority.  However, even the Term Lender Steering Group does not
represent all lending institutions and a determination of the
liens of the Term Lender Steering Group would not provide non-
Steering Group lending institutions a method to credit bid or
decline to credit bid.

Even if the lien claims could be adjudicated as to validity,
priority and amount, prior to the Section 363 sale scheduled for
January 21, 2010, there is no feasible procedure to permit five
different groups, plus additional unrepresented lien claimants
and the dozens of bank mortgage lenders to bid as single bidders
against prospective cash bidders, Judge Cristol says.

The Court is given discretion to allow credit bidding; however,
Judge Cristol avers, credit bidding is not a right to which all
creditors are entitled, particularly in instances as the one
before the Court, where there are too many alleged liens, and
other variables, that will affect the determination of validity,
priority and amount of each claim of lien or encumbrance.

Delay of the sale would only deny all creditors the potential
benefits of the Section 363 sale while continuing the erosion of
value of the subject property at a rate between $100,000 and
$200,000 per week, Judge Cristol 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 DIP Joinder Pact Has Interim Nod
---------------------------------------------------------------
To recall, Fontainebleau Las Vegas Holdings LLC and its units
sought and obtained interim approval to borrow up to $51,209,985
from Icahn Nevada Gaming Acquisition LLC as Agent and DIP Lender
and other DIP Lenders as may be applicable.  Icahn is also the
Stalking Horse Bidder in connection with a proposed sale
of substantially all of the Debtors' assets.

Pursuant to the DIP Credit Agreement and in order to induce the
DIP Lenders to make Loans to Fontainebleau Las Vegas, LLC for the
benefit of the Retail Debtors, the DIP Lenders have required
under the DIP Credit Agreement that within 7 business days from
the entry of the Interim DIP Order, each of the Retail Debtors
execute a Joinder Agreement, whereby each Retail Debtor will
become a Guarantor Loan Party that is bound by the DIP Credit
Agreement and will thereby guarantee the payment and performance
of the Obligations and be otherwise subject to the terms
applicable to Guarantors.

By way of this motion, 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
authority to (a) enter into the Joinder Agreement thereby
guaranteeing the Obligations of Fontainebleau Las Vegas under the
DIP Credit Agreement and becoming otherwise subject to the terms
applicable to Guarantors; (b) obtain intercompany loans from
Fontainebleau Las Vegas constituting proceeds of the DIP Credit
Facility, and obtain other financial accommodations; and (c)
grant super-priority priming liens to the DIP Agent for the
benefit of the DIP Secured Parties pursuant to Section 364(d) of
the Bankruptcy Code.

Two parties filed responses to the proposal.  A group of claimants
known as the M&M Lienholders assert that their liens are senior to
the interests of the Prepetition Co-Lenders' liens, the liens of
the Senior Credit Facility lenders, and any other liens asserted
against Project.  The M&M Lienholders say they hold liens against
the "property" and "any improvements for which the work,
materials, and equipment were furnished or to be furnished"
pursuant to Nevada Revised Statute 108.222.

Lehman Brothers Holdings Inc. relates that obtaining postpetition
credit by a debtor-in-possession is governed by Section 364 of
the Bankruptcy Code.  Because the Debtors seek to grant a senior
lien to their proposed DIP Lenders, LBHI asserts that the Debtors
must prove that the Retail Lenders are adequately protected.
Faced with circumstances like those here, according to LBHI,
courts have stressed the need for adequate protection.

Following a hearing, the Court, on an interim basis, authorized
the Retail Debtors to borrow from Fontainebleau Las Vegas, LLC, up
to $234,000, to and including the Final Hearing Date, and to
execute the Joinder Agreement thereby guaranteeing the Obligations
of Fontainebleau Las Vegas under the DIP Credit Agreement and
becoming otherwise subject to the terms of the Credit Agreement
applicable to the Guarantors.

The Court also approved the DIP Credit Agreement, dated as of
November 23, 2009, among Fontainebleau Las Vegas, LLC, as
Borrower, the Guarantors, the lenders party thereto, and Icahn
Nevada Gaming Acquisition LLC, as administrative agent,
collateral agent and arranger.

Subject to the limitations applicable in the DIP Credit
Agreement, the Debtors will use the proceeds of the Loans made
pursuant to the DIP Documents and the Interim Order:

  (a) to fund, by way of one or more intercompany loans, the
      costs and expenses related to the filing and
      administration of the bankruptcy proceedings of the Retail
      Debtors in order to facilitate the disposition of the
      interest of the Retail Entities in the Project, in
      accordance with and up to the amount set forth in the
      Agreed Budget;

  (b) to pay costs and expenses of the administration of the
      Debtors' bankruptcy cases, given that the administration
      is essential to the Sale;

  (c) to fund stabilization of the Project;

  (d) to indefeasibly pay in full in cash the Used Cash
      Collateral pursuant to the Debtors' Interim Financing
      Order;

  (e) to pay interest and certain fees and expenses relating
      to the DIP Credit Facility when, as and to what extent set
      forth in the DIP Credit Agreement; and

  (f) to pay all other present and future costs and expenses of
      the DIP Secured Parties, including all reasonable fees and
      expenses of consultants, advisors and attorneys paid or
      incurred at any time in connection with the financing
      transactions when, as and to the extent provided in the
      Agreed Budget and the DIP Documents.

The Court will conduct a final hearing on December 14, 2009, at
9:00 a.m. to consider the Retail Debtors' DIP Motion.  Objections
are due on December 10 by 4:30 p.m.


Full-text copies of the Interim Order and the DIP Credit
Agreement dated as of November 23, 2009, are available for free
at:

      http://bankrupt.com/misc/FB_RDIntDIPOrd.pdf
      http://bankrupt.com/misc/FB_DIPCreditAg1123.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: WTC Sues Contractors to Subordinate Liens
-----------------------------------------------------------
Wilmington Trust FSB, as successor to Bank of America, N.A., as
administrative agent under the 2007 Credit Agreement, delivered
to the Court on December 2, 2009, a complaint against:

  (a) A1 Concrete Cutting & Demolition, LLC; and

  (b) Approximately 340 Mechanic Lien Claimants, a list of which
      is available for free at:

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

James H. Post, Esq., at Smith Hulsey & Busey, in Jacksonville,
Florid, says that the Administrative Agent brought the adversary
proceeding against the Mechanic Lien Claimants:

  (b) to determine the validity, priority and extent of the
      Mechanic Lien Claims;

  (c) to adjudicate the Administrative Agent's objections to
      the validity, priority and extent of the Mechanic Lien
      Claims;

  (d) for declaratory relief that the interests of the Mechanic
      Lien Claimants are contractually subordinate to the
      interests of the Administrative Agent;

  (e) for declaratory relief that the Mechanic Lien Claimants'
      proofs of claim are equitably subordinated to the 2007
      Credit Agreement; and

  (f) for declaratory relief that the Administrative Agent and
      the 2007 Senior Lenders are equitably subrogated to the
      priority of a prior $150.7 million deed of trust.

Mr. Post tells the Court that Turnberry West Construction, Inc.,
the general contractor to the "Tier A" casino hotel and resort --
the Project -- and the Mechanic Lien Claimants which expressly
agreed to subordinate their interests to "any lender" on the
Project now dispute the enforceability of those agreements under
Nevada law.

The Administrative Agent, therefore, asks the Court to "declare
the rights and other legal relations" of the Administrative Agent
and the Mechanic Lien Claimants under the subcontracts executed
by the Mechanic Lien Claimants which require subordination of the
subcontractors' rights to interests of the lenders advancing
credit to Fontainebleau Las Vegas, LLC and Fontainebleau Las
Vegas II, LLC.

Mr. Post asserts that each Mechanic Lien Claimant agreed as a
condition of Bank of America, N.A., as former administrative
agent, and the 2007 Senior Lenders' advance of construction funds
for the Project that their claims, including mechanic's liens,
would be subordinate to the claims of BofA.

Mr. Post relates that on March 18, 2005, Bank of America, as
former administrative agent, held a first priority lien on the
Property pursuant to a 2005 Credit Agreement and 2005 Liens.  The
2005 Liens were recorded before any work was commenced by any of
the Mechanic Lienors on any applicable part of the Project.  As a
result of the satisfaction and discharge of the 2005 Credit
Agreement, along with the simultaneous release and reconveyance
of the 2005 deeds of trust securing the debt, by and through the
advance of funds under the 2007 Financing, the Administrative
Agent is equitably subrogated under applicable Nevada law to the
rights of the lenders under the 2005 Credit Agreement.

Also, prior to June 6, 2007, work performed at the Project was
performed pursuant to contracts directly with the Debtors and
their affiliates.  According to Mr. Post, work performed under
these contracts constitute separate works of improvement, which
were concluded and paid in full with funds disbursed by the
Administrative Agent on June 7, 2007.  There was no general
contractor at the Project prior to June 7, 2007.

On June 7, 2007, the Senior Lien of the Administrative Agent was
recorded and the Debtors executed the contract with the Project's
general contractor, TWC.  Work performed on or after June 7,
2007, under the contract with TWC, did not relate back prior to
June 7, 2007.  The Mechanic Lien Claims relate to work performed
after the Senior Lien was recorded and therefore do not have
priority over the Senior Lien, Mr. Post says.

Moreover, Wilmington Trust objects to the Mechanic Lien Proofs of
Claim and requests that the Court (i) determine the validity,
priority and extent of each Mechanic Lien Claim, and (ii) whether
any of the Mechanic Lien Claimants are contractually subordinated
to the rights and liens of the Administrative Agent on behalf of
the 2007 Senior Lenders pursuant to the Subordination Agreements.

                   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)


FORUM HEALTH: Moves Pishkur's Hearing to Jan. 12 to Evaluate Bids
-----------------------------------------------------------------
George Nelson at Business Journal Daily reports that Forum Health
asked the U.S. Bankruptcy Court to continue the hearing, until
Jan. 12, 2010, regarding the approval of former chief executive
officer Walter Pishkur's severance payment of $18,126, to evaluate
the bids for the Company's assets filed by Nov. 13, 2009, and
prepare a reorganization plan.  The company has until Jan. 11,
2010, to file a plan, Mr. Nelson notes.

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
serve as lead counsel to the Debtors.  The Debtors have also
tapped Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA
as co- counsel; Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent; and Huron Consulting Services LLC as
financial advisors.  Alston & Bird LLP represents the official
committee of unsecured creditors formed in the Chapter 11 cases.
At the time of its filing, Forum Health estimated that it had
assets and debts both ranging from $100 million to $500 million.


FREMONT GENERAL: Ranch Capital Files Plan to Resolve Claims
-----------------------------------------------------------
Ranch Capital, LLC, and RC Fremont, LLC, filed with U.S.
Bankruptcy Court for the Central District of California their
proposed Chapter 11 Plan of Reorganization for Fremont General
Corporation for the resolution of claims and equity interests.

Ranch Capital is a holder of equity interests in Fremont General,
and RC Fremont is a newly formed affiliated investment entity that
is controlled by Ranch Capital and that has been created for the
purpose of implementing the new equity investments.

The proposed plan provides for this treatment of claims and equity
interests:

   1. Secured Claims (Class 1) - Each holder will be paid in full
      and final satisfaction of claim, in the sole discretion of
      the Reorganized Debtor, except to the extent any holder of
      an allowed secured claim agrees to a different treatment.

   2. Priority Non-Tax Claims (Class 2) - All allowed priority
      non-tax claims not previously paid will be paid in full, in
      cash on the effective date or soon thereafter as is
      practicable after the claim becomes an allowed priority non-
      tax claim.

   3. General Unsecured Claims (Class 3) - Holders of an allowed
      Class 3A Claim will be entitled to receive in full and
      complete satisfaction of its allowed claim, cash plus
      postpetition interest in the allowed amount on the effective
      date or soon thereafter as is practicable.

      Class 3B (Senior Note Claims) will be allowed in the
      aggregate amount of $176,402,106.  On the effective date,
      each holder of the claim will be deemed to have an allowed
      Class 3B claim in an allowed amount equal to the sum of (x)
      the principal amount of the claim of the holder as of the
      petition date plus (y) any and all interest which accrued on
      the holder's claim any time on or before the petition date,
      plus (z) postpetition interest or the amount of interest
      which accrued on the holders' claims after the petition
      date.

      Class 3C (Junior Note and TOPrS Claims) will be allowed in
      the aggregate amount of $107,422,680.  If Class 3C vote to
      accept the Plan, then the holders of allowed Class 3C Claims
      will receive their pro rata share of these: (i) on the
      effective date, or soon thereafter as sufficient cash
      becomes available, $50 million in Cash, without interest,
      (ii) on the effective date, an unsecured promissory note
      from the Reorganized Debtor in an amount equal to the sum of
      (A) $40 million and (B) accrued interest from the effective
      date on $40 million at 9% per annum payable in cash in
      quarterly installments on the last day of each quarter,
      which TOPrS Note will mature on December 1, 2021, and
      provided that the TOPrS Payment has been made, will be
      callable in cash by the Reorganized Debtor at the full face
      amount plus interest then owning by the Reorganized Debtor
      upon the second anniversary of the effective date, and (iii)
      on the effective date, 15 million shares of the common
      stock.

   4. Class 4 (Equity Interest) - Holders of allowed equity
      interests in the Debtor will retain their equity interests
      subject to the dilution as a result of (i) the issuance of
      additional shares of common stock to RC Fremont and to
      Holders of Allowed Class 3C Claims receiving the Class 3C
      Consideration, in each case, pursuant to the Plan, (ii) the
      issuance of shares of common stock upon exercise of the
      warrants, and (iii) the issuance of any shares common stock
      required for satisfaction of Allowed Section 510(b) Claims.

   5. Class of Claims Subordinated (Class 5) - Holders of the
      allowed 510(b) Claim will receive shares of stock in the
      Reorganized Debtor based on the average trading price of the
      common stock for 30 days preceding the date on which any
      Section 510(b) Claim becomes an allowed claim in full and
      final satisfaction of its claim.  The amount of any the
      Allowed Claim will limited to the coverage amount of
      insurance policies maintained by the Debtor in satisfaction
      thereof.

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

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

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.


FRONTERA COPPER: To Defer Paying December 15 Interest
-----------------------------------------------------
Frontera Copper Corporation on December 14 announced through its
CEO Steve Vanry, that it is unable to make the interest payment
due December 15, 2009, on its Series One (2010) Senior Notes.  The
Company's inability to make the payment is the result of a
covenant contained in a Credit Agreement with its Mexican
commercial banker.

In order to fund mine restart activities, the Company's Mexican
subsidiaries, Cobre del Mayo, S.A. de C.V. and Frontera Cobre del
Mayo Inc. together with Frontera, entered into a previously
disclosed US$93 million credit agreement with Banco Azteca, a
Mexican commercial bank, on August 7, 2009.  Pursuant to the
Credit Agreement, CDM granted a security interest in newly
acquired mining equipment as well as other mine assets and
Frontera granted the Bank a security interest and option in the
shares of CDM.  The Credit Agreement has enabled CDM to
substantially complete the restart of mining operations at its
Piedras Verdes property.  To date an aggregate of approximately
US$37 million has been drawn under the Credit Agreement.

Section 19 of the Credit Agreement contains a covenant under which
Frontera and CDM are in default of their obligations to the Bank
because Frontera did not effect a satisfactory restructuring of
its 2010 and 2011 senior unsecured notes by December 11, 2010.
Frontera's planned restructuring proposal is now nearing
completion in principle.  The Bank required the early
restructuring covenant in order to protect its position for loans
and capital leases by having restructuring certainty well in
advance of the Notes maturity date.  Because Frontera has not yet
been able to formally propose and solicit approval for its planned
restructuring offer, the Bank has no obligation to make further
advances under the credit facility and it has been unwilling to
allow CDM to advance additional funds to Frontera for Note
interest until a restructuring is achieved.  The Bank has however
agreed, subject to negotiation of definitive documentation, to a
standstill until February 3, 2010 with respect to any other
enforcement of Frontera's default of the restructuring covenant.

Frontera intends to issue a comprehensive press release within one
week containing the material elements of its proposal to
restructure the Notes.  The restructuring plan is expected to be
considered by Note holders at a meeting to be convened in early
2010.  The restructuring proposal will provide for the delinquent
interest to be brought current upon its approval.  Frontera also
expects to file a National Instrument 43-101 technical report
updating Piedras Verdes mine activities this month.

Frontera Copper Corporation -- http://www.fronteracopper.com-- is
a Canada-based company formed to acquire and bring into production
the Piedras Verdes project.  The Company owns or controls the
Piedras Verdes Mine through its 81% direct interest in Cobre del
Mayo, S.A. de C.V. (CDM), and its 19% indirect interest in CDM,
through its wholly owned subsidiary, Frontera Cobre del Mayo, Inc.
(FCDM).  The Piedras Verdes property consists of 27 mineral
concessions.  CDM directly owns 22 titled concessions totalling
3,581.29 hectares.  During the year ended December 31, 2008, the
Piedras Verdes operations produced 41.6 million pounds of copper
cathode and sold 41.8 million pounds of copper.  In May 2009, the
Company was acquired by 0839073 BC Ltd., a wholly owned subsidiary
of Invecture Group, S.A. de C.V.


GATEWAY ETHANOL: Court Extends Ch. 11 Plan Filing Until January 28
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas extended, for
the sixth time, Gateway Ethanol, L.L.C.'s exclusive period to file
a Chapter 11 plan and to solicit acceptances of that plan until
January 28, 2010, and March 30, 2010, respectively.

As reported in the Troubled Company Reporter on Nov. 23, 2009, the
Debtor stated that its sale of assets to its primary secured
lender, Dougherty Funding LLC, has not closed.  The Debtor added
that it needs to resolve pending objections to the asset sale,
close the sale, and develop a Plan.

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks., Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring effort.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GENERAL GROWTH: Court Confirms Reorganization for $10-Bil. Loans
----------------------------------------------------------------
General Growth Properties, Inc. announced December 15 the
Bankruptcy Court's confirmation of the plans of reorganization for
194 debtors owning 85 regional shopping centers, including Ala
Moana in Honolulu and St. Louis Galleria, 15 office properties and
3 community centers associated with approximately $10.25 billion
of secured mortgage loans.  The Plans allow for the restructuring
of these 87 secured mortgage loans and the payment in full of all
undisputed claims of creditors.  Key provisions of the plans
include maturity date extensions resulting in an average loan
duration of approximately 6.4 years from Jan. 1, 2010, with no
loan maturing prior to January 2014, and continuation of interest
on the loans at the current non-default rate.  The weighted
average contract interest rate for the loans covered by these
plans is 5.33%. The all-in-interest rate after amortization of
fees to be paid in connection with these plans is 5.51%.  These
debtors will emerge from bankruptcy as soon as practicable.

Confirmation of the plans of reorganization for 26 additional
debtors owning 10 properties associated with an additional $1.7
billion of secured mortgage loans has been adjourned pending
satisfaction of various conditions, including receipt of the
approval of the Class B holders or mezzanine holders of such
secured mortgage loans. Discussions with the Class B note holders
and mezzanine holders are ongoing.

"Confirmation of these plans of reorganization is a monumental
step towards completion of GGP's overall corporate restructuring,"
said Thomas H. Nolan, Jr., President and Chief Operating Officer
of GGP.  "As a result of these plans, completed just eight months
after our chapter 11 filing, we have created the foundation for
the long term capital structure for GGP and the basis for emerging
our remaining debtors from bankruptcy.  We are hopeful that we
will reach agreements with our remaining secured mortgage lenders
expeditiously."

A list of the properties covered by court-confirmed plans will be
posted on http://www.ggp.com/

                  About General Growth Properties

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

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

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


GI JOE'S: Court Allows Distributor's Non-Redundant Claims
---------------------------------------------------------
WestLaw reports that a Bankruptcy Code provision requiring the
court to disallow any claim for reimbursement or contribution of
an entity that is liable with the debtor on a claim of a creditor,
to the extent that such claim for reimbursement or contribution is
contingent as of the time of allowance or disallowance, did not
require disallowance of a claim filed by a cooperative through
whose buying program the debtor, a retail-member, had purchased
goods from third-party vendors at favorable rates on the express
agreement that the cooperative would stand behind the debtor to
guarantee payment, to the extent that the cooperative had not yet
made payment to third-party vendors for goods purchased by the
debtor.  The provision was designed only to preclude redundant
recoveries on identical claims against insolvent estates, and did
not apply in the absence of any duplicative claims by these third-
party vendors.  In re G.I. Joe's Holding Corp., --- B.R. ----,
2009 WL 3642765 (Bankr. D. Del.) (Gross, J.).

Worldwide Distributors, a Washington cooperative association, sued
Wells Fargo Retail Finance, LLC, Individually, and in its Capacity
as Agent for the Pre-Petition Senior Lenders, Crystal Capital Fund
Management, L.P., Individually, and in its Capacity as Agent for
the Term Loan B Lenders and the Debtors, G.I. Joe's Holding
Corporation, G.I. Joe's, Inc. (Bankr. D. Del. Adv. Pro. No. 09-
50888), asking the Court for for a determination that it held
first priority lien in the debtors assets to secure their
obligation, not only for goods that it had purchased on credit
from cooperative, but in connection with its purchase of goods
through cooperative directly from third-party vendors, pursuant to
program whereby cooperative used its buying power to negotiate
more favorable terms and stood behind its members to guarantee
payment of third-party vendors.  The Lenders argued that because
Worldwide's claims were contingent, 11 U.S.C. Sec. 502(e)(1)(B)
mandates disallowance of Worldwide's claim for any obligations
which Worldwide has not actually paid.  The Honorable Kevin Gross
held that (1) the language in the security agreement was broad
enough to give the cooperative a security interest to secure all
of debtor's obligations, and (2) the Bankruptcy Code provision did
not require disallowance of the cooperative's claim, to extent
that the cooperative had not yet made payment to third-party
vendors for goods purchased by the debtors.

Headquartered Wilmington, Delaware, G.I. Joe's Holding Corporation
-- http://www.joessports.com-- owned and operated retail stores
selling sports apparel, and camping equipment and accessories.
G.I Joe has more than 30 locations in Idaho, Oregon, and
Washington.  The G.I. Joe's Holding Corporation and G.I. Joe's
Inc. filed for Chapter 11 protection on March 4, 2009 (Bankr. D.
Del. Case Nos. 09-10713 and 09-10714).  The Debtors hired
Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, as their
Delaware counsel and Patrick J. O'Malley, at Development
Specialist Inc., as thier chief restructuring officer.  When
the Debtors filed for protection from their creditors, they
estimated their assets and debts between $100 million and
$500 million.  In April 2009, a joint venture between Gordon
Brothers Retail Partners, LLC, and Crystal Capital Fund
Management won the auction of G.I. Joe's Holding Corp.'s
Pacific Northwest chain, Joe's Outdoor and More, with a
$61 million bid.


GLOBAL ENERGY: Has Until January 25 to File Schedules & Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until January 25, 2010, Global Energy Holdings Group, Inc.'s time
to file its schedules of assets and liabilities.

Atlanta, Georgia-based Global Energy Holdings Group, Inc. --
http://www.gnhgroup.com/-- is a diversified renewable energy
company.  Global develops renewable energy projects, including
biomass gasification and landfill-gas-to-energy projects.

The Company filed for Chapter 11 on November 25, 2009 (Bankr. D.
Del. Case No. 09-14192).  Charles J. Brown, Esq. at Archer &
Greiner, P.C. represents the Debtor in its restructuring effort.
As of Sept. 30, 2009, the Debtor listed total assets of
$10.30 million and total debts of $5.27 million.


GLOBAL ENERGY: Meeting of Creditors Scheduled for January 4
-----------------------------------------------------------
Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in Global Energy Holdings Group,
Inc., et al.'s Chapter 11 case on January 4, 2009, at 1:30 p.m.
The meeting will be held at J. Caleb Boggs Federal Building, 5th
Floor, Room 5209, 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.

Atlanta, Georgia-based Global Energy Holdings Group, Inc. --
http://www.gnhgroup.com/-- is a diversified renewable energy
company.  Global develops renewable energy projects, including
biomass gasification and landfill-gas-to-energy projects.

The Company filed for Chapter 11 on November 25, 2009 (Bankr. D.
Del. Case No. 09-14192).  Charles J. Brown, Esq. at Archer &
Greiner, P.C. represents the Debtor in its restructuring effort.
As of Sept. 30, 2009, the Debtor listed total assets of
$10.30 million and total debts of $5.27 million.


GORDON RAMSAY: Has New Projects After Near Brush with Bankruptcy
----------------------------------------------------------------
An article by Jacqueline Palank posted at The Wall Street
Journal's Bankruptcy Beat relates Gordon Ramsay -- owner of
London-based Gordon Ramsay Holdings Ltd. -- is bouncing back from
a rough year that almost saw his company declare bankruptcy.

Ms. Palank recalls nearly one year ago KPMG recommended that
London-based Gordon Ramsay Holdings file for bankruptcy, fire
hundreds of employees and close all but its most-profitable
restaurants.  The recommendation came after Gordon Ramsay Holdings
breached the terms of a GBP10.5 million ($17.1 million) loan and
overdraft facility from Royal Bank of Scotland Group.

Ms. Palank relates amid the company's distress, Mr. Ramsay had to
ship off to the U.S. to shoot his reality show "Hell's Kitchen."
"His days on camera would be followed by nights on the phone,
discussing plans to save his company.  In the chef's mind,
bankruptcy wasn't on the table," Ms. Palank says.

Ms. Palank relates Mr. Ramsay teamed up with his father-in-law and
business partner to invest GBP9 million into the Company this
year.  They extended tax payments, cut staff at London
headquarters and handed ownership of five restaurants to private-
equity firm Blackstone Group LP, which pays Mr. Ramsay to oversee
them.  Amid other cost cutting efforts, Mr. Ramsay's company
believes it's put its troubles behind it and is ready to start two
new projects next year, Ms. Palank continues.


GPX INTERNATIONAL: Court OKs $54.2MM Sale of Assets to Alliance
---------------------------------------------------------------
Law360 reports that a bankruptcy judge has approved GPX
International Tire Corp.'s $54.2 million sale of some of its U.S.
and South African business assets to Alliance Tire Co., which won
out against a rival bid by Titan International Inc. last week.

According to SearchAutopart.com, the Bankruptcy Court also
approved the sale of (i) Canadian subsidiary Dynamic Tire Corp. to
Robert Sherkin and Peter Koszo; and (ii) solid tire division along
with its Gorham, Maine, Red Lion and Hebei, China factories to
MITL Acquistion Co.

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

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


GREYSTONE PHARMACEUTICALS: Gets Initial OK for BLN Capital Loan
---------------------------------------------------------------
The Hon. Paulette J. Delk of the U.S. Bankruptcy Court for the
Western District of Tennessee authorized, on an interim basis,
Greystone Pharmaceuticals, Inc., to:

   -- incur $300,000 in secured postpetition financing from BLN
      Capital Funding, LLC; and

   -- grant adequate protection to BLN.

A final hearing on the Debtor's DIP financing will be held on

December 22, 2009, at 11:00 a.m. at 200 Jefferson Avenue,
Courtroom 630 in Memphis, Tennessee.  Objections, if any, were due
December 15, 2009.

As of the petition date, the Debtor was indebted to BLN, its
principal lender, $1.1 million, exclusive of interest, fees,
attorneys' fees, costs, expenses and other charges provided for
under the loan documents.

As reported in the Troubled Company Reporter on Nov. 27, 2009, the
Debtor could not obtain a postpetition credit facility to meet its
working capital needs.  BLN expressed willingness to lend money to
the Debtor.

In return for the line of credit, BLN will receive an equity
interest in the Reorganized Debtor equal to 0.5% for making the
loan available and an additional 0.5% if the Debtor draws more
than $150,000;

The debtor-in-possession loan will bear interest at 12% per annum,
and will be repayable with interest only charges until the first
quarter 2011.  At that time, principal will be due in four equal
quarterly payments;

To secure repayment of the DIP loan, BLN will receive (i) a
priority under Section 364 of the Bankruptcy Code; (ii) a senior
lien on property of the estate (other than avoidance actions) that
is not otherwise subject to a lien; (iii) a junior lien on
property of the estate (other than avoidance actions) that is
subject to valid, perfected and unavoidable liens; and (iv) a
senior priming lien on property of the estate that is subject to a
senior prepetition first lien in favor of BLN.

                  About Greystone Pharmaceuticals

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for
Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. W.D.
Tenn. Case No. 09-32236.)  John L. Ryder, Esq. assists the Company
in its restructuring effort.  According to the schedules, the
Company has assets of $25,467,546, and scheduled debts of
$22,601,150.


GSI GROUP: U.S. Trustee Sets Meeting of Creditors for Dec. 18
-------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in GSI Group Inc. and its debtor-affiliates' Chapter 11 cases on
December 18, 2009, at 9:30 a.m.  The meeting will be held at J.
Caleb Boggs Federal Building, 844 King Street, 5th Floor, Room
5209, 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.

GSI Group Inc. supplies precision technology to the global
medical, electronics, and industrial markets and semiconductor
systems.  GSI Group Inc.'s common shares are quoted on Pink Sheets
OTC Markets Inc.

The Company and two of its affiliates filed for Chapter 11
protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case No. 09-
14110).  William R. Baldiga, Esq., at Brown Rudnick LLP,
represents the Debtors in their restructuring effort.  Mark
Minuti, Esq., at Saul Ewing LLP, as its local Counsel.  The
Debtors selected Garden City Group Inc. as their claims and notice
agent.  In their petition, the Debtors posted $555,000,000 in
total assets and $370,000,000 in total liabilities as of Nov. 6,
2009.


HANESBRANDS INC: Moody's Raises Ratings on $494 Mil. Notes to 'B1'
------------------------------------------------------------------
Moody's Investors Service upgraded Hanesbrands' existing
$494 million senior unsecured notes due 2014 to B1 from B2.  All
other ratings including the Ba3 Corporate Family Rating and SGL-2
Speculative Grade Liquidity Rating were affirmed.

The rating upgrade of the senior unsecured notes due 2014 reflects
the closing of Hanesbrands' new $500 million B1 unsecured notes
and new $1.15 billion Ba1 senior secured credit facilities.
Proceeds from these new debt issues repaid the company's previous
first and second lien credit facilities.  With the full repayment
of the company's second lien credit facilities and accompanying
increase in the amount of unsecured debt in the capital structure,
there is now less secured debt in Hanesbrands' capital structure.
This improves the recovery prospects for the unsecured note
holders.

The affirmation of Hanesbrands' Ba3 Corporate Family Rating
considers that the recently closed refinancing is neutral to the
company's leverage which Moody's considers being high but is
expected to improve from current level of Debt/EBITDA of about 6.0
times.  The affirmation also acknowledges the relatively
commoditized product categories in which the company operates, and
significant customer concentrations.  Hanesbrands' ratings are
supported by the solid size and scale of the company's operations,
its leading market shares, and relatively stable product demand
characteristics.  Although the recent transactions were neutral in
terms of leverage, they did significantly extend Hanesbrands' debt
maturities.

Ratings raised:

  -- $494 million senior unsecured notes due 2014 to B1 (LGD 5,
     75%) from B2 (LGD 5, 84%)

Ratings affirmed:

  -- Corporate Family Rating at Ba3

  -- Probability of Default Rating at Ba3

  -- Speculative Grade Liquidity rating at SGL-2

  -- $400 million senior secured first lien revolving credit
     facility expiring 2013 at Ba1 (LGD 2, 21%)

  -- $750 million senior secured first lien term loan B due 2015
     at Ba1 (LGD 2, 21%)

  -- $500 million senior unsecured notes due 2016 at B1 (LGD 5,
     75%)

  -- Senior Unsecured Shelf Program at (P) B1

Ratings withdrawn:

  -- $500 million first lien revolver expiring 2011 at Ba1 (LGD 2,
     23%)

  -- $850 million first lien term loans due 2013 at Ba1 (LGD 2,
     23%)

  -- $450 million second lien term loan due 2014 at Ba3 (LGD 4,
     56%)

Moody's last rating action on Hanesbrands was on December 1, 2009,
when Moody's assigned a B1 rating to the company's $500 million
senior unsecured notes due 2016.

Hanesbrands Inc. is a manufacturer and marketer of branded
innerwear and outerwear apparel.  The company markets products
under the "Hanes", "Champion", "Playtex", "Bali", "Wonderbra" and
"L'eggs" brands.  The company generates annual revenues of about
$3.9 billion.


HAUPPAUGE DIGITAL: NASDAQ Grants Request for Continued Listing
--------------------------------------------------------------
Hauppauge Digital Inc. disclosed that a NASDAQ Listing
Qualifications Panel has granted the Company's request for
continued listing on The NASDAQ Stock Market.

As previously disclosed, on October 6, 2009, NASDAQ notified the
Company that it was subject to delisting based on the Company's
failure to timely hold its annual meeting.  In accordance with
NASDAQ's Listing Rules, the Company requested a hearing before the
Panel.  On November 12, 2009, the Company appeared before the
Panel and presented its plan to regain compliance.  On December 9,
2009, the Company held its annual meeting and on December 10,
2009, the Panel rendered its determination to continue the
Company's listing.  The decision of the Panel is subject to review
by the NASDAQ Listing and Review Council within 45 days following
the issuance of the Panel's written decision.

In addition to the delisting notice mentioned above, on
November 18, 2009, the Company received a letter from NASDAQ
indicating that the Company is not in compliance with the NASDAQ
minimum bid rule.  The letter noted that, for the thirty
consecutive trading days prior to November 18, 2009, the Company's
minimum closing bid price per share had been below the $1.00
minimum bid price requirement set forth in NASDAQ Rule 5450(a)(1).
In accordance with NASDAQ Rule 5810(c)(3)(A), Hauppauge has 180
days from November 18,2009, or until May 17, 2010, to regain
compliance.  The Company intends to monitor the bid price for its
common stock between now and May 17, 2010, and to consider
available options to resolve the deficiency and regain compliance
with the NASDAQ minimum bid price requirement, as to which no
assurances can be given.

                      About Hauppauge Digital

Hauppauge Digital Inc. -- http://www.hauppauge.com/-- is a
leading developer of analog and digital TV receiver products for
the personal computer market. Through its Hauppauge Computer
Works, Inc. and Hauppauge Digital Europe SARL subsidiaries, the
Company designs and develops analog and digital TV receivers that
allow PC users to watch television on their PC screen in a
resizable window and enable the recording of TV shows to a hard
disk, digital video editing, video conferencing, receiving of
digital TV transmissions, and the display of digital media stored
on a computer to a TV set via a home network.  The Company is
headquartered in Hauppauge, New York, with administrative offices
in Luxembourg, Ireland and Singapore, sales offices in Germany,
London, Paris, The Netherlands, Sweden, Italy, Spain, Singapore,
Taiwan and California and engineering offices in Taiwan and
Braunschweig Germany.


HOLLEY PERFORMANCE: Court OKs Auction of Clean Power on January 5
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Holley Performance Products Inc.'s
sale of the Holley Clean Power original equipment manufacturer
business and related assets to Actuant Corporation or another
bidder, subject to higher or better offer.

The Court set the auction of the assets for January 5, 2010, at
10:00 a.m. (Prevailing Eastern Time) at the offices of Ropes &
Gray LLP at One International Place, Boston, Massachusetts.

The sale hearing will be held on January 7, 2010, at 10:30 a.m.
(Prevailing Eastern Time.)

As reported in the Troubled Company Reporter on December 9, 2009,
Actuant Corporation offered to purchase the Clean Power assets for
$3,100,000, free and clear of all liens, claims, encumbrances, and
interests pursuant to Section 363 of the Bankruptcy Code.

The terms of the Stalking Horse Purchase Agreement include:

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

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

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

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

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

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

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

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

                     About Holley Performance

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

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

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


HOVNANIAN ENTERPRISES: Fitch Sees Light at the End of the Tunnel
----------------------------------------------------------------
With various macroeconomic housing and related statistics
bottoming about mid-year 2009 and subsequently moving forward in
fits and starts, a four-year downturn has evidently come to an end
for U.S. homebuilders, according to Fitch Ratings in its outlook
report for the sector.

While Fitch maintains a Negative Outlook for U.S. homebuilding in
2010, the expected conclusion of the national housing credit has
positively influenced housing data over the last few months.
Pending home sales, existing home sales, single family housing
starts and single family new home sales have been generally
showing improvement after bottoming out earlier this year.  The
same holds true for new home inventories, home pricing and
consumer and builder sentiment.  Importantly, the U.S. economy
apparently moved from recession to expansion in third quarter-2009
(3Q'09).  However, challenges remain, especially the expected
upcoming surge in delinquencies and foreclosures for both Alt-A
and option adjustable-rate mortgages.

Fitch raised its forecasts for starts and new home sales earlier
this year, the first positive adjustments in these metrics in over
three years.  Nevertheless, Fitch anticipates that the early
stages of this expansion may be more muted than the average.

During the first 12-15 months off the bottom, the recovery may
appear jaw-toothed as substantial foreclosures now in the pipeline
present as distressed sales, and as meaningful new foreclosures
arise from Alt-A and option ARM resets.  High unemployment rates
and the probable tightening of certain FHA loan standards (higher
minimum credit scores for new borrowers and greater upfront cash
requirements) will be notable headwinds early in the upcycle.

"The continuation and expansion of the national housing credit
should partially help offset expected seasonal declines during the
winter months through the spring of 2010," said Managing Director
and lead U.S. homebuilding analyst Robert Curran.  "The federal
government's continuing efforts to moderate foreclosures may also
show some success in 2010."

Despite having fewer competitors, public builders will continue to
be challenged and need to maintain tight controls over costs and
expenses during 2010.

Ratings Rationale:

Housing continues to be weak.  Fitch expects that the public
builders by and large to typically stabilize their aggregate land
positions over the next 6-to-12 months or selectively add to
owned, developed lot holdings.  The still irregular flow of
appropriately priced land from banks and others tends to support
this conclusion.

"With operational and financial pressures moderating to some
extent, most public homebuilders have to operate successfully
within this still challenging environment or wither away," said
Curran.  Companies have to at least maintain current cost profiles
or continue to downsize to the point where they can remain/be
profitable (excluding nonrecurring real estate charges).  That
means possible further moderate cuts in staffing and other
overhead, as well as other cost reductions.

The builders' gross profit margins and selling, general, and
administrative expense/sales ratios will confirm the success of
their efforts.

The public homebuilders cannot significantly influence revenue
trends and profitability at present, but they can manage their
balance sheets and their liquidity.  In a period when liquidity is
still an issue for all U.S. companies, Fitch believes that,
overall, the U.S. homebuilding sector has adequate liquidity.
However, some weaker companies face greater liquidity risk.  Many
companies in this sector have generated meaningful free cash flows
over the past 12 months while terming out borrowings, and for some
maintaining access to committed bank facilities, which together
provide room to handle maturities and fund working capital needs
over the next year and beyond.  Admittedly, most facilities have
been substantially slimmed down as builders sought covenant relief
in amendments.

For certain builders, cash flow has been enhanced by relatively
recent debt offerings, large land sales, tax refunds, and even
some public equity offerings (e.g. Meritage Homes Corp.; Hovnanian
Enterprises, Inc.; Lennar Corp.; M/I Homes, Inc.) or other
external cash infusions (Standard Pacific Corp.).  Recently passed
legislation that extends the net operating losses carryback to
offset taxable profits from the previous five years will result in
meaningful tax refunds for most public homebuilders early in 2010
further enhancing liquidity and tangible net worth.

Compared with the last major housing downturn in the latter 1980s
into the early 1990s, leverage was lower during the later part of
this past upcycle and at the peak.  Fitch notes that during the
past two years primarily non-cash charges against tangible net
worth have raised debt/capital ratios.  For the majority of public
homebuilders, debt composition 15-to-20 years ago was mostly, or
all, short-term construction loans and possibly a secured credit
line.  By contrast, the debt often is weighted most heavily to
well-laddered public debt (a more appropriate balance with longer
lived real estate assets), and, to a lesser degree, to an
unsecured revolving credit facility.

All the public homebuilders in Fitch's coverage that have
revolving credit facilities have unsecured facilities, except for
Beazer Homes U.S.A Inc., M/I Homes and Standard Pacific, which
have secured or partially secured revolving credit facilities.
D.R. Horton, Inc., Ryland Group, Inc., Meritage and Hovnanian
recently terminated their revolving credit facilities.  Beazer and
Standard Pacific have sharply lowered the size of their credit
facilities.

Fitch will continue to assess each homebuilder's approach and
performance relating to land and development spending, balance
sheet (inventory) contraction, FCF generation, and debt reduction
when considering its ratings, as well as builders' credit metrics,
liquidity, size, geographic and product diversification, margins,
and the frequency and the size of real estate writedowns and
option writeoffs.

Despite the Negative Outlook for the sector, continued progress in
industry and company metrics could prompt a reassessment and
possible revision of some of the U.S. homebuilder Rating Outlooks.

2009 and 2010:

Some of the key drivers of the downturn remain in place although
the worldwide and U.S. recovery have begun.  Notably, U.S.
households are deleveraging and retrenching at a rapid pace, in
response to significant job losses, ongoing declines in certain
asset prices, and tight credit conditions.  In combination with
sharp cutbacks in corporate spending and ongoing declines in
residential investment, Fitch forecasts U.S. GDP to fall by 2.5%
this year, and unemployment to possibly touch 10.3% in 2010.

With unemployment still rising, consumer confidence at low levels
and household wealth until recently still being affected by real
estate and equity price declines, there seems limited prospect
that the deleveraging process will end in the near term.  Fitch's
forecasted 1% decline in consumer spending in 2009 implies a
further increase in the saving ratio.

Fitch expects the economy to return to positive growth next year,
primarily reflecting the impact of the fiscal stimulus package,
but also some likely stabilization in housing investment and a
weakening inventory overhang.  The CBO predicts federal government
spending grew by 34% in nominal terms in fiscal 2009 (ending
September), which should have an important subsequent multiplier
effect on wider spending.  Lower household tax rates should also
help ease the pace at which consumers deleverage through cutting
expenditures, while lower commodity prices will also support
consumers' real income.

However, while the forecast assumes that policy measures aimed at
stabilizing the financial sector gain traction, ongoing household
deleveraging will weigh on private sector demand, keeping GDP
growth in 2010 well below potential.

Rates on 30-year fixed mortgages averaged 6.03% in 2008, off 31
basis points (bps) from the 6.41% in 2006 (and 6.34% in 2007).
Fitch expects rates to decline as much as 90-100 bps for all of
2009 as the Fed continues to execute its plan to buy mortgage
securities and the economy struggles.

Fitch's initial outlook for the housing sector in 2009 started
quite bearish due to the influence of a softening economy, even
tighter credit standards for homebuyers and the effect of late
2008 disruptions in the credit markets.  However, by mid-year the
outlook brightened, prompting lesser forecast declines for a
number of housing metrics.  Fitch most recently forecast a
contracting economy during first half-2009, with a mild recovery
beginning in 3Q'09 and continuing through 2010.  Real GDP is
forecast to decrease 2.5% for all of 2009.  Investment is expected
to plunge 17.6%, with consumer spending to fall 1%, exports to
drop 11.6% and imports to see a 16.6% decline.

Government spending (up 5.1%) was the economic positive in 2009.
Inflation is expected to be a negative 0.2%, compared with a
positive 3.8% in 2008.  As noted earlier, interest rates are
expected to meaningfully recede.

An economy in the midst of a severe recession has been another
blow to housing.  In particular, a deteriorating economy further
eroded consumer confidence and accelerated job losses, and
consequently, foreclosures.  The MBA and John Burns Real Estate
Consulting forecast 2.76 million annual foreclosure starts in
2009, up from 2.27 million in 2008, and project 2.94 million
foreclosure starts in 2010.  The Center for Responsible Lending
forecasts 2.43 million foreclosures in 2009 and 8.1 million
foreclosures over the next four years.  Various programs from
Washington are designed to stimulate the economy, stem
foreclosures, and improve housing demand.  However, these actions
are unlikely to stabilize and then boost housing demand until
later in 2010 or beyond.

In 2009, total housing starts are projected to fall 41.1% to
530,000 with single-family volume declining 30.6% to 430,000.  New
home sales are forecast to decrease 23.1% to 373,000, while
existing home sales are flat at 4.91 million.  Average and median
single-family new home prices are projected to fall 8.7% and 8.6%,
respectively, in 2009.

Fitch is forecasting a stronger economy in 2010, although still
noticeably below the historical trend line.  Real GDP is projected
to grow 1.8%.  Consumer spending and government spending are
forecast to expand 0.3% and 10.8%, respectively.  Investment
should fall 4.9%, while inflation is expected to be about 0.8%.

Total and single-family housing starts are forecast to grow 15.1%
and 18.6%, respectively, in 2010.  New home sales should expand
approximately 20%.  Existing home sales should increase about
7.5%.  New home prices could average 2%-to-3% higher in 2010.

Implications for the Companies and the Ratings:

For the full year of 2009, homebuilders' revenues could drop 42%
on average.  For those builders who are profitable, EBITDA before
real estate charges could fall approximately 55%.  Current credit
metrics (LTM EBITDA/interest incurred, debt to LTM EBITDA, and FFO
interest coverage) are considerably lower than at 3Q'08 end and
that will also be the case at calendar year-end 2009.
Debt/capitalization ratios have deteriorated for the majority of
builders over the past three years, largely as a result of erosion
in TNW from sizeable real estate charges and FAS 109 adjustments.

Although some builders have been more proactive than others in
reducing inventories and lowering debt levels, most, in
retrospect, started relatively late during this cyclical downturn.
For most, inventories and debt are now meaningfully lower than at
their peaks: owned inventories down 64.5% from the peak; debt down
35.5% from the peak.

Given Fitch's macroeconomic forecast for 2010, public builders are
likely to experience a mild recovery next year.  On average,
revenues should expand low double digit despite lower home prices
due to a mix shift to smaller, often entry level homes.  Gross
margins should improve 150-200 basis points reflecting earlier
real estate charges and lesser selling incentives.  With higher
volume the typical SG&A expense/sales ratio may diminish.  As a
consequence, most public builders should report modest profits on
an EBITDA and pretax basis in 2010.

That being said, Fitch still expects modest to moderate land value
write downs in 2010.

Excluding tax refunds, average CFFO is likely to be lower in 2009
relative to 2008 and to be neutral to modestly negative in 2010.

On average, credit metrics, particularly profit related metrics
(LTM EBITDA/interest coverage, debt to LTM EBITDA), should
stabilize and then start to improve later in 2010.  Tangible net
worth should grow.  Debt leverage should at least modestly
improve.

Since credit pressures will persist, at least in the intermediate
term, it will be imperative that builders continue to manage their
balance sheets, selectively reducing or stabilizing land and
development spending, with the exception of markets where lot
positions dip below minimum acceptable levels and land (preferably
rolling option, developed lots) is available on a sharply
discounted price basis.

Fitch expects homebuilders to reduce debt where possible and to
exercise restraint as to share repurchases, dividends, and company
acquisitions in these still uncertain times.  Builders should be
cautious about reacting prematurely to a market bottom and early-
stage recovery with overly aggressive real estate purchases.

Fitch rates the builders within the context of a typical cycle.
In the midst of a non-typical upcycle, as took place in the 1992-
2005 period, a number of builders realized higher credit ratings.
Conversely, due to this sharper than expected contraction, which
has lasted longer than the norm, and as builders' operating and
credit metrics have been even more stressed, ratings have been
lowered.

While the possibility remains for a few additional company
downgrades, the likelihood of such action has diminished.
Continued progress in industry and company metrics could prompt a
positive revision of a number of Rating Outlooks.

This is a list of Fitch rated U.S. homebuilders and their current
Issuer Default Ratings and Rating Outlooks:

  -- Beazer Homes USA ('CCC'; Outlook Negative);
  -- D.R. Horton, Inc. ('BB'; Outlook Negative);
  -- Hovnanian Enterprises, Inc. ('CCC'; Outlook Negative);
  -- KB Home ('BB-'; Outlook Negative);
  -- Lennar Corp. ('BB+'; Outlook Negative);
  -- M.D.C. Holdings, Inc. ('BBB-'; Outlook Stable);
  -- Meritage Homes Corp. ('B+'; Outlook Negative);
  -- M/I Homes, Inc. ('B'; Outlook Negative);
  -- NVR, Inc. ('BBB'; Outlook Stable);
  -- Pulte Homes ('BB+'; Outlook Negative);
  -- Ryland Group ('BB'; Outlook Negative);
  -- Standard Pacific Corp. ('CCC'; Outlook Negative);
  -- Toll Brothers, Inc. ('BBB-'; Outlook Stable).


IDEARC INC: Sees Bankruptcy Exit by Yearend After Court OKs Plan
----------------------------------------------------------------
Daily Bankruptcy Review says the Bankruptcy Court cleared the way
for Idearc Inc. to exit Chapter 11 protection and wipe
$6.25 billion of debt off its books.

On December 10, 2009, Idearc said following a two-day confirmation
hearing, the U.S. Bankruptcy Court for the Northern District of
Texas, Dallas Division, has asked the Company to submit a proposed
final order confirming Idearc's plan of reorganization for its
review and execution.

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

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

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

Under Idearc's proposed plan of reorganization, the Company's
total debt will be reduced from approximately $9 billion to
$2.75 billion of secured bank debt, with the Company's current
bank debt holders, bond holders and certain other creditors
receiving new common stock of reorganized Idearc or, if they
choose, cash (subject to proration and closing conditions). The
proposed plan provides that the current holders of Idearc's common
stock will not receive any distributions as part of the
reorganization, and their equity interests will be cancelled and
have no value once the plan becomes effective.

"I appreciate the tireless commitment of our team," Klein said.
"It is largely due to their hard work and dedication that we were
able to achieve the timely completion of the Chapter 11 process.
We are also grateful to our various constituencies for their
support."

                         About Idearc Inc.

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

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


INTEGRATED BIOPHARMA: Posts $937,000 Net Loss in Qtr Ended Sept 30
------------------------------------------------------------------
Integrated Biopharma, Inc., and subsidiaries reported a net loss
of $937,000 on net sales of $11.0 million for the three months
ended September 30, 2009, compared with a net loss of $3.2 million
on net sales of $9.4 million for the same period ended
September 30, 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $16.2 million in total assets and $17.9 million in total
liabilities, resulting in a $1.7 million shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $11.8 million in total current
assets available to pay $15.1 million in total current
liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4bc8

                       Going Concern Doubt

The Company has incurred recurring operating losses and negative
operating cash flows for the three consecutive fiscal years ended
in June 30, 2009, including a net loss attributable to common
stockholders of $19.4 million and negative operating cash flows of
$2.8 million for the year ended June 30, 2009.  For the three
months ended September 30, 2009, the Company had net operating
income of $26,000 and a net loss of $937,000.  At September 30,
2009, the Company had cash and cash equivalents of approximately
$2.0 million, a working capital deficit of $3.3 million, primarily
attributable to the discounted amended Notes Payable in the amount
of $7.7 million, with a stated principal amount of $7.8 million,
and which are due on the earlier of the date stated in an
Acceleration Notice (which must be at least two (2) business days
following the date on which the notice is delivered), if any, or
November 15, 2009, and an accumulated deficit of $45.3 million.

As of the date of this filing, November 19, 2009, the Company has
not received an Acceleration Notice, nor has it finalized any
extensions or refinancing of the discounted amended Notes Payable
with the stated maturity of November 15, 2009.  The Company has
historically raised capital in private placements, but continues
to sustain losses and has only recently had positive cash flows
from its operations.  These factors may hinder the Company's
efforts in raising new capital or refinancing its matured debt.
Additionally, current economic conditions may cause a decline in
business and consumer spending which could adversely affect the
Company's business and financial performance.  These factors raise
substantial doubt as to the Company's ability to continue as a
going concern.

If the Company is unable to raise additional capital or
successfully refinance its discounted amended Notes Payable of at
least $7.8 million upon acceptable terms, it would have a material
adverse effect on the Company.

                    About Integrated BioPharma

Based in  Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.ibiopharma.com/-- together with its subsidiaries,
manufactures, distributes, markets, and sells vitamins and
nutritional supplements in the United States.


INVITEL HOLDINGS: Magyar Secures Consents for Waivers, Amendments
-----------------------------------------------------------------
Invitel Holdings A/S, on behalf of its subsidiary Magyar Telecom
B.V., announced that consents from holders of a majority in
aggregate principal amount of the Issuer's outstanding
EUR125,675,000 Floating Rate Senior Notes due 2013 (ISIN:
XS0297861279 (Reg S) and ISIN: XS027861436 (144A)) have been
received for certain proposed waivers and amendments to the
Indenture dated as of April 27, 2007, among inter alios the
Issuer, the subsidiary guarantors party thereto and BNY Corporate
Trustee Services Limited, as trustee, pursuant to which the Notes
were issued.  The purpose of the Proposed Amendments and Waivers
is to amend the Indenture to permit Invitel and its subsidiaries
to refinance certain of its indebtedness.

The Proposed Waivers and Amendments are reflected in a Seventh
Supplemental Indenture dated December 11, 2009, among, inter
alios, the Issuer, the subsidiary guarantors party thereto and the
Trustee.

The payment date for the Consents received in accordance with the
procedure set out in the consent solicitation statement dated
December 7, 2009, is expected to be December 16, 2009 or as soon
as practical thereafter.

                  About Invitel Holdings A/S

Invitel Holdings A/S is the number one alternative and the second-
largest fixed line telecommunications and broadband Internet
services provider in the Republic of Hungary.  In addition to
delivering voice, data and Internet services in Hungary, it is
also a leading player in the Central and Eastern European
wholesale telecommunications market.

                          *     *     *

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

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


JONES STEPHENS: Files for Bankruptcy with Exit Plan
---------------------------------------------------
Jones Stephens Corp., a specialty plumbing supplier, filed for
bankruptcy (Bankr. D. Del. Case No. 09-14413) after working out a
reorganization plan with some lenders.  The Company in its
petition said it had as much as $100 million in assets and as much
as $500 million in debt.

Jones Stephens said in a statement it has reached a financial
restructuring agreement with a majority of its senior lenders and
shareholders that includes the shareholders' commitment to invest
$15 million of new equity capital in the business.  The Company
has entered Chapter 11 to implement the agreement and restructure
its balance sheet.

Jones Stephens stated that it does not anticipate any changes to
its operations as a result of the filing and will continue to
provide customers with a steady flow of product at competitive
prices. As of December 15, 2009, the Company had cash on hand to
support both the restructuring and ongoing operations; no debtor
in possession financing is being sought.

"We are delighted that our shareholders have demonstrated their
commitment to our business by investing $15 million in new equity
capital and that our lenders have agreed to reduce our debt.  This
restructuring and improvement to our capital structure will allow
Jones Stephens to continue to add new products and fund our
working capital as the construction industry recovers," said Byron
Shaw, the Company's President.

The restructuring agreement, which will be implemented through
Chapter 11, includes a plan support agreement under which a
majority of the senior lenders agreed to vote in favor of the
Company's Chapter 11 plan of reorganization.  The terms of the
restructuring agreement provide that (a) the Company's senior
secured debt will be reduced from $61.4 million to $31.4 million;
(b) the Company's unsecured debt of approximately $25 million will
be eliminated; (c) the maturity on the Company's senior secured
debt will be extended to September 2015; and (d) the Company's
management will remain in place.

Implementation of the agreement is dependent upon a number of
factors, including the filing of a plan of reorganization; the
approval of a disclosure statement; and the confirmation and
consummation of the plan in accordance with the provisions of the
Bankruptcy Code.

The court papers include requests for relief designed to ensure
protection for the Company's key stakeholders. Employee wages and
benefits are expected to continue without interruption. The
Company filed its Chapter 11 petition in the United States
Bankruptcy Court for the District of Delaware.  Vendors,
customers, suppliers, employees and other stakeholders seeking
more information about the filing may contact the Company's
information hotline at 1.877.788.2812, or visit the information
Web site at http://www.JSCinformation.com/

                 About Jones Stephens Corporation

Headquartered in Moody, Alabama, Jones Stephens Corp. --
http://www.plumbest.com/-- is a designer, manufacturer, and
distributor of specialty plumbing products, primarily serving
plumbing wholesalers, do-it-yourself retailers and hardware
stores.  Jones Stephens offers its products under the Jones
Stephens(TM) and PlumBest(R) brand names.  Products are used in
repair, remodel and new construction applications within both the
residential and commercial markets.

The company hired AlixPartners LLP as its financial adviser and
Drinker Biddle & Reath LLP as its bankruptcy counsel.


JOSEPH GILCHRIST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Joseph Robert Gilchrist
          aka Joseph R. Gilchrist
          aka Joe Gilchrist
        16296 Perdido Key Dr.
        Pensacola, FL 32507

Bankruptcy Case No.: 09-32501

Chapter 9 Petition Date: December 14, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: John E. Venn, Esq.
                  220 W. Garden St., Suite 603
                  Pensacola, FL 32502
                  Tel: (850) 438-0005
                  Fax: (850) 438-1881
                  Email: johnevennjrpa@aol.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Mr. Gilchrist.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Bank of America            10122 Nelle Ave.,      $262,500
PO Box 650070              Pensacola, FL-         ($99,343
Dallas, TX 75265                                   secured)

Bryant Bank                Personal guaranty of   $1,788,426
1502 North McKenzie St.    debt of GW Sod I, LLC-
Foley, AL 36535            Secured by acreage in
                           Baldwin County, Alabama

Central Progressive Bank   17395 Perdido Key      $5,000,000
29092 Krentel Rd.          Dr., Pensacola, FL     ($1,299,000
Lacombe, LA 70445          and 17350 Perdido Key   secured)
                           Key Dr. v(Silver Moon  ($957,784
                           Property)               senior lien)

Coastal Bank               Personal guaranty of   $949,924
& Trust                    debt of GW Sod, II, LLC
400 W. Garden St.          -Secured by 41 acres
Pensacola, FL 32502        in Baldwin County, AL

Coastal Bank               Personal guaranty of   $949,924
400 W. Garden St.          debt of GW Sod, II, LLC
Pensacola, FL 32502        -Secured by 45 acres
                           in Baldwin County, AL

Coastal Bank & Trust       16296 Perdido Key      $501,592
400 W. Garden St.          Dr., Pensacola, FL     ($1,705,222
Pensacola, FL 32502        (Also includes 16000    secured)
                           Perdido Key Dr)        ($1,889,969
                                                  senior lien)

Colonial Bank              16296 Perdido Key      $1,889,969
PO Box 830623              Dr., Pensacola, FL     ($1,705,222
Birmingham, AL 35283       (Also includes 16000    secured)
                           Perdido Key Dr)

Colonial Bank              Personal guaranty of   $175,000
                           debt of Pat Mac, Inc.-
                           Secured by real property
                           next to Austinwood
                           Apartments

Colonial Bank              Personal Guaranty of   $7,444,706
PO Box 830623              debt of Pat Mac, Inc.
Birmingham, AL 35283       (Secured by Austinwood
                           Apartments, 9890 North
                           Loop Rd)

Compass Bank               Personal guaranty of   $566,991
PO Box 830927              debt of Gilchrist
Birmingham, AL 35283       Glassell Partnership,
                           LLP-Secured by 8 units
                           at Landfall Condominiums
                           in Perdido

Countrywide                13937 Perdido Key Dr., $770,000
PO Box 660694              #1501, Pensacola, FL   ($579,786
Dallas, TX 75266           (Mirabella Condominium) secured)

First National Bank of     Blue Angel Parkway,     $137,925
Baldwin County             Pensacola, FL           ($362,217
1207 N. McKenzie St.       Parcel ID's              secured)
Foley, AL 36535            232S311102000001        ($459,017
                           and                      senior lien)
                           232S311102001001)

First National Bank of     Blue Angel Parkway,     $459,017
Baldwin County             Pensacola, FL           ($362,217
1207 N. McKenzie St.       (Parcel ID's             secured)
Foley, AL 36535            232S311102000001
                           and
                           232S311102001001)

First National Bank        1.5 acres on Gulf       $3,223,640
Baldwin County             (lot next to Flora      ($2,300,000
1207 N. McKenzie St.        Bama Lounge)            secured)
Foley, AL 36535

Golf Coast Community Bank  120 acres and 80 acres  $5,000,000
40 N. Palafox St.          Foley Beach Express,    ($2,125,300
Pensacola, FL 32502        Baldwin County,          secured)
                           AL

Internal Revenue Service   Income taxes            $230,165
Centralized Insolvency
Operation
PO Box 21126
Philadelphia, PA 19114

M&T Mortgage               Units 1516&1517         $910,000
PO Box 1288                Phoenix Condominiums,   ($848,700
Buffalo, NY 14240          Orange Beach, AL         secured)

Southeast Capital          Personal guaranty of    $3,000,000
6300 N. Sagewood Dr.       debt of Flora Bama
Suite H-117                Lounge & Package Store,
Park City, UT 84098        Inc. Secured by real
                           property  Owned by
                           Flora Bama Lounge &
                           Package Store Inc.

United Bank                Debt of Woerner/        $591,507
PO Box 8                   Gilchrist Partnership
Atmore, AL 36504

Wachovia Bank              21.42 acres on Highway  $300,000
PO Box 740502              98 in Lillian/Elberta,  ($160,900
Atlanta, GA 30374          Alabama                  secured)
                           (Co-owner is Donald
                            Russell)


KB HOME: Fitch Sees Light at End of Tunnel for Homebuilders
-----------------------------------------------------------
With various macroeconomic housing and related statistics
bottoming about mid-year 2009 and subsequently moving forward in
fits and starts, a four-year downturn has evidently come to an end
for U.S. homebuilders, according to Fitch Ratings in its outlook
report for the sector.

While Fitch maintains a Negative Outlook for U.S. homebuilding in
2010, the expected conclusion of the national housing credit has
positively influenced housing data over the last few months.
Pending home sales, existing home sales, single family housing
starts and single family new home sales have been generally
showing improvement after bottoming out earlier this year.  The
same holds true for new home inventories, home pricing and
consumer and builder sentiment.  Importantly, the U.S. economy
apparently moved from recession to expansion in third quarter-2009
(3Q'09).  However, challenges remain, especially the expected
upcoming surge in delinquencies and foreclosures for both Alt-A
and option adjustable-rate mortgages.

Fitch raised its forecasts for starts and new home sales earlier
this year, the first positive adjustments in these metrics in over
three years.  Nevertheless, Fitch anticipates that the early
stages of this expansion may be more muted than the average.

During the first 12-15 months off the bottom, the recovery may
appear jaw-toothed as substantial foreclosures now in the pipeline
present as distressed sales, and as meaningful new foreclosures
arise from Alt-A and option ARM resets.  High unemployment rates
and the probable tightening of certain FHA loan standards (higher
minimum credit scores for new borrowers and greater upfront cash
requirements) will be notable headwinds early in the upcycle.

"The continuation and expansion of the national housing credit
should partially help offset expected seasonal declines during the
winter months through the spring of 2010," said Managing Director
and lead U.S. homebuilding analyst Robert Curran.  "The federal
government's continuing efforts to moderate foreclosures may also
show some success in 2010."

Despite having fewer competitors, public builders will continue to
be challenged and need to maintain tight controls over costs and
expenses during 2010.

Ratings Rationale:

Housing continues to be weak.  Fitch expects that the public
builders by and large to typically stabilize their aggregate land
positions over the next 6-to-12 months or selectively add to
owned, developed lot holdings.  The still irregular flow of
appropriately priced land from banks and others tends to support
this conclusion.

"With operational and financial pressures moderating to some
extent, most public homebuilders have to operate successfully
within this still challenging environment or wither away," said
Curran.  Companies have to at least maintain current cost profiles
or continue to downsize to the point where they can remain/be
profitable (excluding nonrecurring real estate charges).  That
means possible further moderate cuts in staffing and other
overhead, as well as other cost reductions.

The builders' gross profit margins and selling, general, and
administrative expense/sales ratios will confirm the success of
their efforts.

The public homebuilders cannot significantly influence revenue
trends and profitability at present, but they can manage their
balance sheets and their liquidity.  In a period when liquidity is
still an issue for all U.S. companies, Fitch believes that,
overall, the U.S. homebuilding sector has adequate liquidity.
However, some weaker companies face greater liquidity risk.  Many
companies in this sector have generated meaningful free cash flows
over the past 12 months while terming out borrowings, and for some
maintaining access to committed bank facilities, which together
provide room to handle maturities and fund working capital needs
over the next year and beyond.  Admittedly, most facilities have
been substantially slimmed down as builders sought covenant relief
in amendments.

For certain builders, cash flow has been enhanced by relatively
recent debt offerings, large land sales, tax refunds, and even
some public equity offerings (e.g. Meritage Homes Corp.; Hovnanian
Enterprises, Inc.; Lennar Corp.; M/I Homes, Inc.) or other
external cash infusions (Standard Pacific Corp.).  Recently passed
legislation that extends the net operating losses carryback to
offset taxable profits from the previous five years will result in
meaningful tax refunds for most public homebuilders early in 2010
further enhancing liquidity and tangible net worth.

Compared with the last major housing downturn in the latter 1980s
into the early 1990s, leverage was lower during the later part of
this past upcycle and at the peak.  Fitch notes that during the
past two years primarily non-cash charges against tangible net
worth have raised debt/capital ratios.  For the majority of public
homebuilders, debt composition 15-to-20 years ago was mostly, or
all, short-term construction loans and possibly a secured credit
line.  By contrast, the debt often is weighted most heavily to
well-laddered public debt (a more appropriate balance with longer
lived real estate assets), and, to a lesser degree, to an
unsecured revolving credit facility.

All the public homebuilders in Fitch's coverage that have
revolving credit facilities have unsecured facilities, except for
Beazer Homes U.S.A Inc., M/I Homes and Standard Pacific, which
have secured or partially secured revolving credit facilities.
D.R. Horton, Inc., Ryland Group, Inc., Meritage and Hovnanian
recently terminated their revolving credit facilities.  Beazer and
Standard Pacific have sharply lowered the size of their credit
facilities.

Fitch will continue to assess each homebuilder's approach and
performance relating to land and development spending, balance
sheet (inventory) contraction, FCF generation, and debt reduction
when considering its ratings, as well as builders' credit metrics,
liquidity, size, geographic and product diversification, margins,
and the frequency and the size of real estate writedowns and
option writeoffs.

Despite the Negative Outlook for the sector, continued progress in
industry and company metrics could prompt a reassessment and
possible revision of some of the U.S. homebuilder Rating Outlooks.

2009 and 2010:

Some of the key drivers of the downturn remain in place although
the worldwide and U.S. recovery have begun.  Notably, U.S.
households are deleveraging and retrenching at a rapid pace, in
response to significant job losses, ongoing declines in certain
asset prices, and tight credit conditions.  In combination with
sharp cutbacks in corporate spending and ongoing declines in
residential investment, Fitch forecasts U.S. GDP to fall by 2.5%
this year, and unemployment to possibly touch 10.3% in 2010.

With unemployment still rising, consumer confidence at low levels
and household wealth until recently still being affected by real
estate and equity price declines, there seems limited prospect
that the deleveraging process will end in the near term.  Fitch's
forecasted 1% decline in consumer spending in 2009 implies a
further increase in the saving ratio.

Fitch expects the economy to return to positive growth next year,
primarily reflecting the impact of the fiscal stimulus package,
but also some likely stabilization in housing investment and a
weakening inventory overhang.  The CBO predicts federal government
spending grew by 34% in nominal terms in fiscal 2009 (ending
September), which should have an important subsequent multiplier
effect on wider spending.  Lower household tax rates should also
help ease the pace at which consumers deleverage through cutting
expenditures, while lower commodity prices will also support
consumers' real income.

However, while the forecast assumes that policy measures aimed at
stabilizing the financial sector gain traction, ongoing household
deleveraging will weigh on private sector demand, keeping GDP
growth in 2010 well below potential.

Rates on 30-year fixed mortgages averaged 6.03% in 2008, off 31
basis points (bps) from the 6.41% in 2006 (and 6.34% in 2007).
Fitch expects rates to decline as much as 90-100 bps for all of
2009 as the Fed continues to execute its plan to buy mortgage
securities and the economy struggles.

Fitch's initial outlook for the housing sector in 2009 started
quite bearish due to the influence of a softening economy, even
tighter credit standards for homebuyers and the effect of late
2008 disruptions in the credit markets.  However, by mid-year the
outlook brightened, prompting lesser forecast declines for a
number of housing metrics.  Fitch most recently forecast a
contracting economy during first half-2009, with a mild recovery
beginning in 3Q'09 and continuing through 2010.  Real GDP is
forecast to decrease 2.5% for all of 2009.  Investment is expected
to plunge 17.6%, with consumer spending to fall 1%, exports to
drop 11.6% and imports to see a 16.6% decline.

Government spending (up 5.1%) was the economic positive in 2009.
Inflation is expected to be a negative 0.2%, compared with a
positive 3.8% in 2008.  As noted earlier, interest rates are
expected to meaningfully recede.

An economy in the midst of a severe recession has been another
blow to housing.  In particular, a deteriorating economy further
eroded consumer confidence and accelerated job losses, and
consequently, foreclosures.  The MBA and John Burns Real Estate
Consulting forecast 2.76 million annual foreclosure starts in
2009, up from 2.27 million in 2008, and project 2.94 million
foreclosure starts in 2010.  The Center for Responsible Lending
forecasts 2.43 million foreclosures in 2009 and 8.1 million
foreclosures over the next four years.  Various programs from
Washington are designed to stimulate the economy, stem
foreclosures, and improve housing demand.  However, these actions
are unlikely to stabilize and then boost housing demand until
later in 2010 or beyond.

In 2009, total housing starts are projected to fall 41.1% to
530,000 with single-family volume declining 30.6% to 430,000.  New
home sales are forecast to decrease 23.1% to 373,000, while
existing home sales are flat at 4.91 million.  Average and median
single-family new home prices are projected to fall 8.7% and 8.6%,
respectively, in 2009.

Fitch is forecasting a stronger economy in 2010, although still
noticeably below the historical trend line.  Real GDP is projected
to grow 1.8%.  Consumer spending and government spending are
forecast to expand 0.3% and 10.8%, respectively.  Investment
should fall 4.9%, while inflation is expected to be about 0.8%.

Total and single-family housing starts are forecast to grow 15.1%
and 18.6%, respectively, in 2010.  New home sales should expand
approximately 20%.  Existing home sales should increase about
7.5%.  New home prices could average 2%-to-3% higher in 2010.

Implications for the Companies and the Ratings:

For the full year of 2009, homebuilders' revenues could drop 42%
on average.  For those builders who are profitable, EBITDA before
real estate charges could fall approximately 55%.  Current credit
metrics (LTM EBITDA/interest incurred, debt to LTM EBITDA, and FFO
interest coverage) are considerably lower than at 3Q'08 end and
that will also be the case at calendar year-end 2009.
Debt/capitalization ratios have deteriorated for the majority of
builders over the past three years, largely as a result of erosion
in TNW from sizeable real estate charges and FAS 109 adjustments.

Although some builders have been more proactive than others in
reducing inventories and lowering debt levels, most, in
retrospect, started relatively late during this cyclical downturn.
For most, inventories and debt are now meaningfully lower than at
their peaks: owned inventories down 64.5% from the peak; debt down
35.5% from the peak.

Given Fitch's macroeconomic forecast for 2010, public builders are
likely to experience a mild recovery next year.  On average,
revenues should expand low double digit despite lower home prices
due to a mix shift to smaller, often entry level homes.  Gross
margins should improve 150-200 basis points reflecting earlier
real estate charges and lesser selling incentives.  With higher
volume the typical SG&A expense/sales ratio may diminish.  As a
consequence, most public builders should report modest profits on
an EBITDA and pretax basis in 2010.

That being said, Fitch still expects modest to moderate land value
write downs in 2010.

Excluding tax refunds, average CFFO is likely to be lower in 2009
relative to 2008 and to be neutral to modestly negative in 2010.

On average, credit metrics, particularly profit related metrics
(LTM EBITDA/interest coverage, debt to LTM EBITDA), should
stabilize and then start to improve later in 2010.  Tangible net
worth should grow.  Debt leverage should at least modestly
improve.

Since credit pressures will persist, at least in the intermediate
term, it will be imperative that builders continue to manage their
balance sheets, selectively reducing or stabilizing land and
development spending, with the exception of markets where lot
positions dip below minimum acceptable levels and land (preferably
rolling option, developed lots) is available on a sharply
discounted price basis.

Fitch expects homebuilders to reduce debt where possible and to
exercise restraint as to share repurchases, dividends, and company
acquisitions in these still uncertain times.  Builders should be
cautious about reacting prematurely to a market bottom and early-
stage recovery with overly aggressive real estate purchases.

Fitch rates the builders within the context of a typical cycle.
In the midst of a non-typical upcycle, as took place in the 1992-
2005 period, a number of builders realized higher credit ratings.
Conversely, due to this sharper than expected contraction, which
has lasted longer than the norm, and as builders' operating and
credit metrics have been even more stressed, ratings have been
lowered.

While the possibility remains for a few additional company
downgrades, the likelihood of such action has diminished.
Continued progress in industry and company metrics could prompt a
positive revision of a number of Rating Outlooks.

This is a list of Fitch rated U.S. homebuilders and their current
Issuer Default Ratings and Rating Outlooks:

  -- Beazer Homes USA ('CCC'; Outlook Negative);
  -- D.R. Horton, Inc. ('BB'; Outlook Negative);
  -- Hovnanian Enterprises, Inc. ('CCC'; Outlook Negative);
  -- KB Home ('BB-'; Outlook Negative);
  -- Lennar Corp. ('BB+'; Outlook Negative);
  -- M.D.C. Holdings, Inc. ('BBB-'; Outlook Stable);
  -- Meritage Homes Corp. ('B+'; Outlook Negative);
  -- M/I Homes, Inc. ('B'; Outlook Negative);
  -- NVR, Inc. ('BBB'; Outlook Stable);
  -- Pulte Homes ('BB+'; Outlook Negative);
  -- Ryland Group ('BB'; Outlook Negative);
  -- Standard Pacific Corp. ('CCC'; Outlook Negative);
  -- Toll Brothers, Inc. ('BBB-'; Outlook Stable).


LEHMAN BROTHERS: FINRA Compensates Investor for Notes
-----------------------------------------------------
A retail investor received payment of $200,000 after the
Financial Industry Regulation Authority decided that her broker
inappropriately sold her risky Lehman Brothers notes, according
to a December 4 report by morningstar.com

The case, one of the first involving the Lehman notes to be heard
by a Finra arbitration panel, was brought for arbitration a year
ago against UBS Financial Services, a unit of UBS.  It sought
$300,000 in damages because the broker recommended structured
products.

Jacob Zamansky, Esq., at Zamansky & Associates, in New York, who
represented the investor in the arbitration case said the notes
were "speculative derivative securities" and were "unsuitable"
for unsophisticated investors, according to the report.

UBS expressed disappointment over the decision, saying that "any
client losses were the direct result of the unexpected and
unprecedented failure of Lehman Brothers," which the company said
affected all Lehman bondholders, morningstar.com reported.

As in most arbitration awards, the three-person FINRA arbitration
panel did not give reasons for its findings, the report said.

                       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: HKMA Updates on Probe on Minibonds
---------------------------------------------------
The Hong Kong Monetary Authority announced that there were 765
Lehman-Brothers-related non-minibond complaint cases which are
under disciplinary consideration after detailed investigation by
the HKMA, and there was a Lehman-Brothers-related non-minibond
complaint case in which the relevant individual concerned has been
disciplined after completion of the disciplinary process.

Up till now, the HKMA has referred a total of 334 Lehman-
Brothers-related non-minibond cases to the Securities and Futures
Commission (SFC) for further action.  These cases have been
reviewed by the HKMA, which has determined that there are
sufficient grounds for referring them to the SFC to facilitate
its investigations into banks.

The HKMA has, up to December 3, 2009, received 21,762 complaints
concerning Lehman-Brothers-related products, of which 7,731 relate
to non-minibond products.  Of the Lehman-Brothers-related non-
minibond complaints, 7,720 cases have gone through the preliminary
assessment process and, as a result, the HKMA is currently
investigating 3,103 cases and seeking further information on 1,246
cases.  A total of 2,605 Lehman-Brothers-related non-minibond
complaints have been closed as there was not sufficient prima
facie evidence found after the preliminary assessment process or
no sufficient grounds and evidence found after detailed
investigations.  A total of 765 Lehman-Brothers-related non-
minibond complaint cases have led to, and are still under,
disciplinary consideration and disciplinary action has been taken
in respect of one case.

Of the minibond complaints, 13,114 cases are eligible for the
Lehman-Brothers Minibonds Repurchase Scheme ("the Scheme") or
the voluntary offer made by the distributing banks to customers
with whom they had reached settlements before the Scheme was
introduced.  Eight hundred and ninety-six minibond complaints
involving customers who are not eligible for, or have indicated
that they do not accept, the repurchase offer under the Scheme or
whose cases require clarification from the banks will continue to
be handled by the HKMA if the complaints cannot be resolved by
the enhanced complaint handling system introduced by the
distributing banks as agreed by the regulators.

Since August 7, 2009, 16 minibond distributing banks have begun
the issue of repurchase offer letters to eligible customers (about
25,000 customers) under the Scheme.  Up to December 2, 2009,
24,669 customers have responded to the repurchase offers, of whom
24,399 customers or 98.9% have accepted the offers.  As of 30
November 2009, for customers who had accepted the offer, 99.97% of
them already received payment from the banks concerned, while the
remaining payments will be settled soon (in any case no later than
30 days after having received the duly completed acceptance forms
from these customers).  Separately, about 4,800 customers who had
reached settlements with the banks prior to the introduction of
the Scheme are eligible for the voluntary offer made by the banks,
with a view to bringing them in line with the eligible customers
who accept the repurchase offer under the Scheme.  For customers
whose previous settlement amount was less than 60% (for customers
aged below 65) or 70% (for customers aged 65 or above) of the
principal invested, 99.5% had already received top-up payments
from the banks concerned on November 30, 2009.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Trustee Has Deal on Misdirected Transfers
--------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., obtained the
Court's approval of the stipulations he entered into with these
parties concerning the return of funds erroneously transferred to
LBI's bank accounts:

Parties                                           Amount
-------                                        -----------
Lehman Brothers Trust Company N.A.                $102,788
Bernice Hornblass IRA Rollover                    $169,520
The David Harding No2 Settlement                 GBP35,828
Highstar Capital III LP                           $729,319
PFPC Trust Company                                $695,205
Barclays Capital Inc.                             $421,000
The Venus Trust/The Neptune Trust            JPY54,905,898
FirstCaribbean International Bank (Bahamas)     $1,000,000
FirstCaribbean International Bank (Cayman)      $1,000,000
The Drake Offshore Master Fund Ltd./
The Drake Low Volatility Master Fund Ltd.        $883,292

Mr. Giddens is awaiting the Court's approval of a stipulation he
reached with Roslyn Greenberg Greenfield, which requires LBI to
return $59,561.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBSF Ch. 11 Case Recognized as Main Proceeding
---------------------------------------------------------------
The High Court of Justice of England and Wales issued an order
recognizing the Chapter 11 case of Lehman Brothers Special
Financing Inc. as a foreign main proceeding.

The order came after LBSF applied for recognition of its
bankruptcy case to the High Court on November 24, 2009.  LBSF
made the move to protect its properties in the U.K. from a group
of noteholders.

The noteholders including Perpetual Trustee Company Ltd. and
Belmont Park Investments Pty Ltd. reportedly filed claims against
BNY Corporate Trustee Services Ltd. to foreclose the collateral
held in trust by BNY, which secures LBSF's interest in a credit
default swap with an Irish corporation.

                       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: Reps Mull Deal to Determine Intercompany Balances
------------------------------------------------------------------
Representatives of the Lehman Brothers Group of Companies, who
earlier this year agreed a Global Cross-Border Insolvency Protocol
to enhance cooperation between the various Lehman entities, have
held their second meeting.

A key objective of the second meeting was to reach agreement on
the determination of both Trading and Non-Trading Inter-Company
Balances.

The Global Protocol participants made very significant progress
and a methodology for settling all Non-Trading balances between
affiliates will be finalised shortly.  This will involve accepting
as a starting point for final determination, a set of balances as
at September 14, 2008.  These balances were produced following a
worldwide accounting exercise to "close" the Lehman books as at
that date, being the day before Lehman Brothers Holding Inc (LBHI)
filed for bankruptcy.

Edward Middleton, one of the Liquidators of the eight Lehman Hong
Kong entities, says: "Determination of the inter-company positions
lies on the critical path for pretty much all
administrations and, ordinarily, one of the features of
insolvency processes is that creditors are required to prove
their claims almost on an item-by-item basis from day one of
their relationship with the debtor.  If we were to take that
approach in Lehmans, however, the length of time over which
balances were built up, plus the sheer volume of transactions
making up those balances would have made the scale of such an
exercise unimaginable.

A better way had to be found and this is it.  Lehmans traded
normally right up until that very last Friday.  Its accounting
systems were robust and its routine daily, weekly and monthly
accounting procedures were carried out uninterrupted.
Accordingly, we have been able to gain comfort that the 'Global
Close' exercise has produced a robust starting point for the
validation of these inter-company balances, and will reduce by
many thousands the hours that would otherwise have had to be
spent."

In the case of Trading Balances, the affiliates have agreed the
methodology for valuing the various inter-company trades including
stock loans, repos and OTC derivatives.

Global Protocol participants will host another derivatives
valuations seminar in January 2010 in New York, to coincide with
the next meeting of Lehman affiliates.

                       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: Varde, JPM Buying Millions in Claims
-----------------------------------------------------
The Office of the Clerk of the Bankruptcy Court received more
than 30 notices of transfer of claims in Lehman Brothers Holdings
Inc.'s Chapter 11 cases from November 24 to December 7, 2009:

                                            Claim        Claim
  Transferors           Transferees          Number       Amount
  -----------           -----------          ------    ----------
Robert Franz            Andromeda Global      13065      $621,736
                        Credit Fund Ltd.

Deutsche Bank AG        Elliott Associates LP 12779    $4,000,000
London Branch           Elliott International 12779    $6,000,000

TRG Global Opportunity  JPMorgan Chase        27688    $2,712,517
Master Fund Ltd.        Bank N.A.             27689    $2,712,517

LBBW Asset Management   Morgan Stanley & Co.  49766    $1,068,225
Investmentgesellschaft  International plc

Morgan Stanley & Co.    King Street Capital   58705    $5,040,674
International plc       Master Fund Ltd.

Morgan Stanley & Co.    King Street Capital   58705    $2,109,218
International plc

Morgan Stanley & Co.    CVI GVF (Lux)         42289    $6,918,929
International           Master Sarl

Investec Funds Series   Bank of America N.A.  26261    $2,976,290
IV-Capital Accumulator

Investec Capital        Bank of America N.A.  26262    $5,246,840
Accumulator Trust Ltd.

Commonwealth Bank of    Deutsche Bank AG      14975   $95,285,830
Australia               London Branch

Aliant Bank             JPMorgan Chase        25427    $2,836,155
                        Bank N.A.             25383    $2,836,155

Alliance Bernstein LP   Morgan Stanley & Co.  42289    $6,918,929
                        International plc.    42284    $2,920,327

EF Securities LLC       JPMorgan Chase        11408   $12,808,558
                        Bank N.A.             11407   $12,808,558

Ellington Credit        JPMorgan Chase        11404    $1,065,658
Fund Ltd.               Bank N.A.             11403    $1,065,658

Ellington Mortgage      JPMorgan Chase        11405      $285,521
Fund S/C Ltd.           Bank N.A.             11406      $285,521

Ellington Mortgage      JPMorgan Chase        11411    $4,782,753
Partners LP             Bank N.A.             11412    $4,782,753

Ellington Special       JPMorgan Chase        11410    $4,947,200
Opportunities Ltd.      Bank N.A.             11409    $4,947,200

BlueMountain Timberline Varde Investment      24944    $5,718,758
Limited                 Partners L.P.         24945    $5,718,758

BlueMountain Equity     Varde Investment      24946    $1,086,788
Alternatives Master     Partners L.P.         24947    $1,086,788
Fund L.P.

BlueMountain Credit     Varde Investment      24940    $2,536,423
Alternatives Master     Partners, L.P.        24941    $2,536,423
Fund L.P.                                     24942      $278,324
                                             24943      $278,324

Longacre Opportunity    SPCP Group LLC         7603      $440,084
Fund L.P.                                      7602      $440,084
                                              1280      $444,376
                                              1279      $444,376

                       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)


MAINEPCS LLC: Files for Chapter 11 Bankruptcy
---------------------------------------------
MaineBiz Online relates that MainePCS LLC made a voluntary
Chapter 11 filing with assets and liabilities of more than
$1 million.  The company owes $194,000 to Oxford Networks and
$29,000 to Advantage Payroll Services.  MainePCS LLC is a
telecommunications company in Buckfield.


MEDIALINK WORLDWIDE: Earns $48,000 in Q2 2009
---------------------------------------------
Medialink Worldwide Incorporated reported net income of $48,000 on
revenues of $3,550,000 for the three months ended June 30, 2009,
compared with a net loss of $8,056,000 on revenues of $4,846,000
for the corresponding period last year.

Revenues for the three months ended June 30, 2009, decreased by
$1,296,000 or 26.7%, as compared to the 2008 period due primarily
to a decline in the volume of work.

The Company incurred a goodwill impairment charge of $3,429,000 in
the second quarter of 2008 based on its goodwill impairment test
at that time indicating that the carrying value of the goodwill
exceeded its fair value.

The Company incurred an operating loss of $276,000 in the second
quarter of 2009 as compared to an operating loss of $4,434,000 in
the comparable quarter in 2008.

The Company recognized a gain of $294,000 on the extinguishment of
its subordinated debentures in connection with the Payoff,
Amendment and Settlement Agreements with the holders of its
variable rate convertible debentures and the Agreement and General
Release with the former debenture holders.

The results of operations for the three months ended June 30,
2009, include income from discontinued operations of $11,000,
while the results of operations for the three months ended
June 30, 2008, include a loss from discontinued operations of
$3,534,000 which consisted of a loss from operations of $2,614,000
and $920,000 for TTX (US) LLC and TTX Limited (collectively,
"Teletrax") and Medialink UK Limited, respectively.

                        Nine Month Results

The Company reported a net loss of $1,450,000 on revenues of
$6,732,000 for the six months ended June 30, 2009, compared with a
net loss of $10,577,000 on revenues of $9,706,000 for the
corresponding period last year.

                          Balance Sheet

At June 30, 2009, the Company's consolidated balance sheets showed
$4,785,000 in total assets, $3,938,000 in total liabilities, and
$847,000 in total stockholders' equity.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://researcharchives.com/t/s?4bc5

                        2008 Annual Report

The Company reported a net loss of $14,586,000 on revenues of
$19,629,000 for the year ended December 31, 2008, compared with a
net loss of $4,601,000 on revenues of $21,898,000 for the year
ended December 31, 2007.

A full-text copy of the Company's 2008 annual report is available
at no charge at http://researcharchives.com/t/s?4bc6

                       Going Concern Doubt

The Company's ability to continue as a going concern is dependent
on the ability of the Company to achieve sustained profitability
or to obtain additional financing or investment from third-party
investors.  In July 2009, the Company entered into a merger
agreement pursuant to which all of its outstanding common stock
would be acquired, subject to stockholder approval. There can be
no assurance that the merger will be consummated or that the
Company will be successful in its other endeavors.

If the Company is not successful in these efforts, it may not be
able to finance its operations and commitments with its working
capital, and therefore may not be able to continue as a going
concern.  This would result in the Company's inability to realize
the carrying value of its assets and liquidate its liabilities,
and would likely result in the Company ceasing operations.

                    About Medialink Worldwide

Based in New York, Medialink Worldwide Incorporated (Nasdaq: MDLK)
-- http://www.medialink.com/--provides unique news and marketing
media strategies and solutions t hat enable corporations and
organizations to inform and educate their target audiences with
maximum impact on television, radio, and the Internet.  Based in
New York, Medialink has offices in major cities throughout the
United States.


MED-TRANS OF TENNESSEE: To Auction Off Assets on Wednesday
----------------------------------------------------------
Jason Reynolds, staff writer at the Daily Post-Athenian, reports
that Med-Trans of Tennessee will be auctioned off Wednesday with
four unnamed companies -- excluding Rural Metro -- expressing
interest in buying the Company.  The Company decided that selling
its assets was the best solution to pay its bills, source says.

Based in Athens, Tennessee, Med-Trans of Tennessee, Inc., provides
ambulance services.  The company filed for Chapter 11 protection
on June 2, 2009 (Bankr. E.D. Tenn. Case No. 09-13355).  Richard C.
Kennedy, Esq., at Kennedy, Fulton & Koontz, represents the Debtor
in its restructuring efforts.  In its petition, the Debtor listed
assets and debts of between $1 million and $10 million.


MOVIE GALLERY: Selects Moelis & Company as Financial Advisor
------------------------------------------------------------
Financial Times reports that Movie Gallery selected Moelis &
Company as its financial advisor to help it navigate through the
similar pitfalls that catalyzed its original restructuring in
2007-2008.  The company is now operating under a 30-day grace
period from lenders after failing to files its audited financials,
FT notes.

Movie Gallery, Inc. is a home entertainment specialty retailer
serving urban, rural and suburban markets in North America.  The
Company owns and operates approximately 3,290 retail stores,
located throughout North America, that rent and sell digital
versatile discs (DVDs), blu-ray discs and video games.  The
Company operates through three brands: Movie Gallery, Hollywood
Video and Game Crazy. In March 2007, the Company acquired
substantially all of the assets, technology, network operations
and customers of MovieBeam, Inc, an on-demand movie service.
During the fiscal year ended January 6, 2008 (fiscal 2007), the
Company ceased operations of its MovieBeam business.  On May 20,
2008, the Company announced that it has emerged from Chapter 11
bankruptcy protection

The Company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the
Debtors.  The Bankruptcy Court confirmed a reorganization plan for
Movie Gallery in April 2008, which paved way for the Company's
emergence a month later.  William Kaye was appointed plan
administrator and litigation trustee.


NETBANK INC: Supervisor's Deal With Holland & Knight OK'd
---------------------------------------------------------
Law360 reports that a bankruptcy judge has approved a settlement
between NetBank Inc.'s liquidating supervisor and former debtor-
in-possession counsel Holland & Knight LLP over roughly $350,000
in allegedly avoidable transfers that NetBank made to H&K early in
the online bank's Chapter 11 proceedings.

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does
retail banking, mortgage banking, business finance, and provides
ATM and merchant processing services.

The Company filed for chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP, represents the Debtor.  The U.S. Trustee for
Region 21 appointed six creditors to serve on an Official
Committee of Unsecured Creditors of the Debtor's case.  Rogers
Towers, Esq. at Kilpatrick Stockton LLP, represents the Committee
in this case.  Rogers Towers P.A. serves as co-counsel to the
Committee.  As of Sept. 25, 2007, the Debtor listed total
assets of $87,213,942 and total debts of $42,245,857.


NEW ENERGY SYSTEMS: Appoints Anytone Co-Founder Yu as Chairman
--------------------------------------------------------------
New Energy Systems Group has appointed Weihe Yu as Chairman of the
Board.  Mr. Yu is one of the founders of Shenzhen Anytone
Technology Co., Ltd., a high tech, integrated research,
manufacturing and marketing company for lithium batteries that was
acquired by New Energy Systems Group earlier this month.

Mr. Weihe Yu has spent his career in the industrial sector where
he has demonstrated his ability to maximize performance,
streamline costs and increase sales.  Most recently, he was one of
the founders and the general manager of Shenzhen Anytone
Technology Co., Ltd.   After only three years the company became a
leader in the mobile power industry with many patents and core
technologies.  Under his management, Anytone has become a highly
recognized brand, and the company's revenue has grown more than
100% annually over the past four years.  Prior to Anytone, Mr. Yu
was general manager of Shenzhen Four Images Industrial Co., Ltd.
whose business is to create protection circuits for lithium ion
batteries.   During his tenure there, the company's proprietary
products were at the forefront of the industry and widely used by
the largest customers of lithium ion batteries.  From 1998 to
2000, Mr. Yu served in key management positions at the Yangxin
Aluminum Alloy Wheel Co., Ltd, an automobile alloy wheel
manufacturer.  In his role there, he created a comprehensive
marketing management and performance appraisal system that greatly
enhanced the performance of the company.   Mr. Yu graduated from
the Huangshi Institute of Technology in Hubei Province in 1998.

Mr. Fushun Li, Chief Executive Officer, commented, "With his
extensive background and knowledge of our product offerings, Mr.
Yu is an excellent choice for Chairman of our Board of Directors.
His expertise in branding, marketing, sales and product
performance in the industrial sector and lithium batteries, in
particular, place him at an excellent vantage point to help guide
our business operations and growth.  We look forward to his
contribution to New Energy in the coming months and years."

Mr. Weihe Yu stated, "Taking on the role of Chairman of the Board
after New Energy's merger with Anytone is an exciting development
and I look forward to working with Mr. Fushun Li and the rest of
the team to maximize shareholder value.  Management has done a
great job of bringing the company from a manufacturer of battery
caps and shells to a fully integrated provider of complete
batteries for end user products.  Manufacturing the batteries and
related accessories in an integrated environment will help propel
our growth and margin expansion."

Mr. Yu does not hold any other directorships with reporting
companies in the United States.  There are no family relationships
between Mr. Yu and the directors, executive officers, or persons
nominated or chosen by the Company to become directors or
executive officers.   During the last two years, there have been
no transactions, or proposed transactions, to which the Company
was or is to be a party, in which Mr. Yu (or any member of his
immediate family) had or is to have a direct or indirect material
interest, except that Mr. Yu is the general manager of Shenzhen
Anytone Technology Co., Ltd.

                 About New Energy Systems Group

With offices in New York and Shenzhen, China, New Energy Systems
Group (OTCBB: NEWN) -- http://www.chinadigitalcommunication.com/
-- manufactures and distributes lithium ion batteries.  The
company assembles and distributes finished batteries through its
sales network and channel partners.  The company also sells high-
quality lithium-ion battery shell and cap products to major
lithium-ion battery cell manufacturers in China. The company's
products are used to power mobile phones, MP3 players, laptops,
digital cameras, PDAs, camera recorders and other consumer
electronic digital devices.

On November 17, 2009, China Digital obtained approval from FINRA
to change its name to New Energy Systems Group.  In conjunction
with the name change, the company's CUSIP number was changed to
643847106 and the stock began trading under the ticker symbol
"NEWN" on November 18.

At September 30, 2009, the Company had $17,622,130 in total assets
against $3,197,717 in total liabilities, all current.  At
September 30, 2009, the Company had accumulated deficit of
$4,660,858 and stockholders' equity of $14,424,413.

                          Going Concern

In its quarterly report on Form 10-Q, the Company said it believes
it has sufficient cash to continue its current business through
September 30, 2010, due to expected increased sales revenue and
net income from operations.  "However we have suffered recurring
losses in the past and have a large accumulated deficit.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said.

The Company has taken certain restructuring steps to provide the
necessary capital to continue its operations. These steps included
1) acquire profitable operations through issuance of equity
instruments, and 2) to continue actively seeking additional
funding and restructure the acquired subsidiaries to increase
profits and minimize the liabilities.


NEWPORT TELEVISION: S&P Junks Corporate Credit Ratings From 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Kansas City, Missouri-based TV broadcaster Newport
Television Holdings LLC and its operating subsidiary, Newport
Television LLC, to 'CCC' from 'B-'.  The rating outlook is
negative.

In conjunction with this action, S&P also lowered its issue-level
ratings on Newport's debt by two notches.  Recovery ratings on the
company's debt issues remain unchanged.

"The ratings action reflects S&P's concern about the potential
outcome of litigation filed by one of Newport's lenders against
Newport and its administrative agent under its credit agreement,"
said Standard & Poor's credit analyst Deborah Kinzer.

The lawsuit seeks to prevent Newport and its administrative agent
from declaring effective a recent amendment to the company's
credit agreement.  If the court rules that the amendment is
ineffective and that Newport is in breach of its credit agreement,
S&P believes the company would likely be declared in default.

Newport recently amended its credit agreement after it received a
notice of alleged default from its administrative agent.  The
amendment coincided with a reduction in the size of the revolving
credit facility.  It includes a higher interest-rate margin, a
suspension of the requirement to comply with the preexisting
consolidated secured leverage ratio covenant through the end of
2011 and a reset of secured leverage covenant compliance levels
thereafter, and the initiation of a daily minimum liquidity
covenant until the first quarter of 2011 and a minimum EBITDA
covenant at the end of each fiscal quarter during 2011.

In the third quarter of 2009, Newport's revenue fell 13% year over
year, less than the industry average, because of continuing
declines in core ad revenue and the absence of political ad
revenue.  EBITDA declined only 5%, however, because of sharp
cutbacks in operating expenses.  The EBITDA margin of 23% for the
12 months ending Sept. 30, 2009 remains relatively weak in a peer
comparison.  In early August, Newport's sponsor converted its
senior interim pay-in-kind (PIK) loan, carried at $118.9 million
at June 30, 2009, into additional equity interests in the company.
Pro forma for the conversion of this PIK obligation, EBITDA
coverage of cash interest was 1.1x for the 12 months ended
Sept. 30, 2009.  But EBITDA coverage of total interest expense
remained fractional, at 0.8x, because the company has started to
exercise the PIK feature on its senior toggle notes.

Lease-adjusted debt to reported EBITDA was extremely high, at
12.0x, as of Sept. 30, 2009, although this was lower than the
14.0x leverage posted at the end of March, before the sponsor's
PIK loan conversion.  Discretionary cash flow was negative, and
the company's already weak liquidity is dwindling because of
declining cash balances and the reduction in the revolving credit
facility, which had been fully drawn.  The strength of ad demand
and, in particular, political ad revenue for the midterm elections
will be key factors determining whether Newport can achieve
positive discretionary cash flow in 2010, given that the company
is already exercising the PIK option on its bonds.


NOVADEL PHARMA: Files Form 25 to Remove Shares from NYSE Listing
----------------------------------------------------------------
NovaDel Pharma Inc. filed a Form 25 with the Securities and
Exchange Commission in connection with the removal from listing
and registration of its common stock at the NYSE Amex LLC.

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

As of September 30, 2009, the Company had $2.27 million in total
assets against $9.67 million in total liabilities, resulting in
stockholders' deficit of $7.40 million.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


NOVADEL PHARMA: Files Redacted Copies of Mist and ECR Agreements
----------------------------------------------------------------
NovaDel Pharma Inc. in October 2009 entered into a license and
distribution agreement with privately held Mist Acquisition, LLC
to manufacture and commercialize NitroMist(R), the lingual spray
version of nitroglycerine for the treatment of angina pectoris.

NovaDel in November entered into an exclusive license and
distribution agreement with ECR Pharmaceuticals Company, Inc., to
commercialize and manufacture NovaDel's ZolpiMist(TM) in the
United States and Canada.

NovaDel has filed with the Securities and Exchange Commission a
redacted copy of the Mist Agreement, a full-text copy of which is
available at no charge at http://ResearchArchives.com/t/s?4bce

NovaDel has filed with the Securities and Exchange Commission a
redacted copy of the ECR Agreement, a full-text copy of which is
available at no charge at http://ResearchArchives.com/t/s?4bcf

The confidential materials were omitted and filed separately with
the SEC.

                    About Novadel Pharma

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

As of September 30, 2009, the Company had $2.27 million in total
assets against $9.67 million in total liabilities, resulting in
stockholders' deficit of $7.40 million.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


OPTI CANADA: Unveils 2010 Capital Program and Project Update
------------------------------------------------------------
OPTI Canada Inc. said its Board of Directors has approved a
$120 million capital program for 2010.

OPTI's share of budgeted costs for Phase 1 of the Long Lake
Project in 2010 is expected to be approximately $92 million.
Completion of the ash processing unit in the Upgrader has been
deferred to 2011 to manage 2010 capital costs.  Phase 1
expenditures will be primarily directed towards sustaining capital
for the SAGD operation and other initiatives to ensure the long-
term reliability of the Project, including the installation of
electric submersible pumps and the drilling of two new well pads.
OPTI continues to estimate an average of $8 to $9 per barrel of
sustaining capital over the life of the Project.

In 2010, OPTI will invest approximately $23 million in advancing
Phase 2 engineering and detailed execution plans with $5 million
budgeted for development of Phases 3 through 6. OPTI and its joint
venture partner, Nexen Inc., have agreed to defer the sanctioning
of Phase 2 to late 2011 in order to gain additional Phase 1
operating experience prior to construction of future phases, as
well as to potentially obtain greater clarity on carbon dioxide
regulations.

"At the Long Lake Project, plant reliability and performance have
improved substantially since the turnaround in September," said
Chris Slubicki, President and Chief Executive Officer of OPTI.
"While it is early in the ramp-up process, we look forward to a
significant ramp-up through 2010 with the reservoir responding to
increasing and consistent steam volumes and the Upgrader fully
operational and approaching design yields."

                          Project Update

Progress continues to be made in the ramp-up of the Project.
Currently, steam injection is approximately 100,000 bbl/d with
bitumen production of approximately 17,000 bbl/d. Average bitumen
production for the month of November was approximately 15,200
bbl/d. After the turnaround in the third quarter, the number of
well pairs receiving steam has increased to over 70, with 50 well
pairs on production as of December 7, 2009.  Upgrader on-stream
time is increasing and, in November, improved reliability allowed
the Project to process 95% of produced and purchased bitumen. The
solvent deasphalter and thermal cracking units are now in
operation, allowing the Upgrader to transition from gasifying
vacuum residue to gasifying asphaltenes.  As a result, PSC(TM)
yields have increased to approximately 70%.  Once this transition
is complete the Company expects PSC(TM) yields to reach
approximately 80%.

                            ABOUT OPTI

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  The first project, Phase 1 of
Long Lake, consists of 72,000 barrels per day of SAGD (steam
assisted gravity drainage) oil production integrated with an
upgrading facility.  The upgrader uses the OrCrude(TM) process
combined with commercially available hydrocracking and
gasification.  Through gasification, this configuration
substantially reduces the exposure to and the need to purchase
natural gas.  On a 100% basis, the Project is expected to produce
58,500 bbl/d of products, primarily 39 degree API Premium Sweet
Crude with low sulphur content, making it a highly desirable
refinery feedstock.  Due to its premium characteristics, the
Company expects PSC(TM) to sell at a price similar to West Texas
Intermediate (WTI) crude oil.  The Long Lake Project is being
operated in a joint venture with Nexen Inc.  OPTI holds a 35%
working interest in the joint venture. OPTI's common shares trade
on the Toronto Stock Exchange under the symbol OPC.

                            *     *     *

As reported by the Troubled Company Reporter on November 18, 2009,
Moody's Investors Service lowered OPTI Canada's Caa1 Corporate
Family Rating to Caa2, and Caa1 $1.75 billion second lien notes
rating to Caa3.  Moody's also assigned a B1 rating to OPTI's
proposed C$150 million secured revolver and a B2 rating to its
proposed secured notes issue.  The rating outlook remains
negative.  The ratings on the existing C$350 million revolver will
be withdrawn when the new C$150 million revolver closes.

The TCR also said November 18, 2009, Standard & Poor's Ratings
Services assigned its 'B+' debt rating to OPTI Canada Inc.'s
proposed US$425 million senior secured notes due 2012, and its
C$150 million secured revolving credit facility.  (The closing of
the new credit facility is subject to the notes' sale.) S&P will
withdraw the ratings on OPTI's existing C$350 million credit
facility when the proposed credit facility closes.  S&P also
assigned a '1' recovery rating to the notes and credit facility,
indicating S&P's expectations of very high (90%-100%) recovery in
the event of a default.  S&P views the sale of the proposed notes
as neutral to OPTI's credit profile.


PALM ENERGY: Chevron Faults Plan Over Oil Well Contracts
--------------------------------------------------------
Law360 reports that Chevron USA Inc. is the latest creditor to
balk at Pisces Energy LLC's proposed $157 million debt
restructuring, contending the reorganization plan drafted by the
bankrupt oil and gas company and its chief lender Macquarie Bank
Ltd. tramples Chevron's rights under contracts with the debtor.

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.


PATIENT SAFETY: Names Marc Rose as CFO, Treasurer and Secretary
---------------------------------------------------------------
Patient Safety Technologies, Inc., reports that on November 24,
2009, the Company entered into an Employment Agreement with Marc
L. Rose, CPA, its newly appointed Chief Financial Officer,
Treasurer and Corporate Secretary.

Effective November 24, 2009, Mary A. Lay, who has been acting as
interim Chief Financial Officer, resigned such position in
connection with Mr. Rose's appointment.  Ms. Lay will continue to
provide services to the company in a transitional capacity for a
period of time.

From November 2004 through November 2009, Mr. Rose, 44, served as
Vice President Finance and Chief Financial Officer of Protalex,
Inc., a development stage company engaged in developing a class of
biopharmaceutical drugs for treating autoimmune and inflammatory
diseases.  Mr. Rose also served as Corporate Secretary of
Protalex, Inc. from April 2005 through November 2009.  From March
2001 to November 2004, Mr. Rose served as Vice President and Chief
Financial Officer of the DentalEZ Group, a privately held
manufacturer of dental equipment and dental handpieces located in
Malvern, PA.  From January 1998 to March 2001, Mr. Rose was
Practice Manager of Oracle Consulting Services for Oracle
Corporation responsible for designing and implementing Oracle
financial and project applications.  From September 1990 to
January 1998, Mr. Rose held several positions with the
controllership organization of Waste Management, Inc. and from
June 1988 to September 1990, was an auditor with Ernst & Young in
Philadelphia.  Mr. Rose is a Certified Public Accountant in the
Commonwealth of Pennsylvania and received his BA in
Accounting/Finance from Drexel University.

Under the Employment Agreement, Mr. Rose is an "at-will" employee
and his initial base salary is $240,000 per year, subject to
review on an annual basis by the Board of Directors.  In addition
to salary and participating in all of the equity compensation and
any health & welfare benefit and savings plans, Mr. Rose also has
the opportunity to receive an annual cash bonus under the
executive bonus plan of not less than 25% of his annual base
salary.  Subject to a limited exception for violations of the non-
compete covenant in the Employment Agreement, in the event Mr.
Rose's employment is terminated without cause, or if he resigns
for good reason (which includes resignation within two years of a
change in control) or is due to his disability, Mr. Rose is
entitled to a severance payment capped at his then annual base
salary (which shall accrue during the first 12 months of his
employment), a pro rated bonus and 12 months of health and welfare
benefits (which shall accrue during the first 12 months of his
employment).  In the event of Mr. Rose's death, his heirs will
receive a lump sum cash payment equal to his annual base salary.
In the event of a change in control, all of Mr. Rose's unvested
stock options (and deferred compensation, if any) will immediately
vest.  Mr. Rose is also entitled to a tax gross-up payment in the
event any payments from the company constitute an "excess
parachute payment" under Section 280G(b) of the Internal Revenue
Code.

Mr. Rose was granted the option to purchase 325,000 shares of the
Company's common stock at an exercise price of $1.85 per share,
pursuant to the terms and conditions of the 2009 Stock Option
Plan.  The option vests over 48 months with 6-month cliff vesting
(which means that options to purchase 40,625 shares will vest and
become exercisable on 05/24/2010 with the remainder vesting over a
42-month period at a rate of 1/48th of the grant such that 100% of
the option is fully vested and exercisable on November 24, 2013).

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

At September 30, 2009, the Company had $8,297,000 in total assets
against $10,190,000 in total liabilities, resulting in
stockholders' deficit of $1,893,000.  The September 30 balance
sheet showed strained liquidity: The Company had $1,893,000 in
total current assets against $7,590,000 in total current
liabilities.

At September 30, 2009, the Company had an accumulated deficit of
roughly $53.3 million and a working capital deficit of roughly
$5.7 million, of which $2.4 million represents the estimated fair
value of warrant derivative liabilities.  For the three and nine
months ended September 30, 2009, the Company incurred net losses
of roughly $3.4 and $10.8 million, respectively.  For the nine
months ended September 30, 2009 the Company used roughly
$3.6 million in cash to fund its operating activities.

The Company believes that existing cash resources, combined with
projected cash flow from operations, will not be sufficient to
fund its working capital requirement for the next 12 months.  To
continue to operate as a going concern it will be necessary to
raise additional capital.


PILGRIM'S PRIDE: JBS to Sell US$2BB Bonds in Unit to Aid in Buyout
------------------------------------------------------------------
Lucia Kassai at Bloomberg News reports that JBS SA plans to sell
US$2 billion of convertible bonds to help pay for the acquisition
of Pilgrim's Pride Corp and said it's in "advanced talks" with a
potential investor.  The report relates the company, citing a
regulatory filing, said that the bonds will be convertible into
20% to 25% of the shares in JBS's U.S. unit.  The investor may buy
all the bonds and the deal may be announced in the next few days,
the company added.

As reported in the Troubled Company Reporter-Latin America on
September 22, 2009, JBS SA, through its U.S. subsidiary, JBS USA
Holdings, Inc., has agreed to purchase 64% of Pilgrim's Pride,
currently in bankruptcy, for US$800 million in cash.  The US$800
million will be funded with a portion of the US$2.5 billion from
the sale of up to 26.3% common equity interest in JBS USA
Holdings, the immediate parent of JBS USA, LLC, to a private
investor.

According to Bloomberg News speculations have emerged that JBS
SA's planned initial public offering of the U.S. unit may not take
place.  JBS SA, the report relates, said that the bond investor
would have the right to the company's shares if the IPO fails.
"The market is reacting to a possible non-IPO in the U.S., meaning
the bonds would be converted into shares of JBS SA, diluting the
investor base," Rafael Cintra, an analyst with Link Investimentos
SA, told Bloomberg News in a phone interview.

JBS SA, the report says, is raising cash to pay for the
acquisition of Pilgrim's Pride Corp. and fund a US$2 billion
distribution network.

Meanwhile, Bloomberg News relates, the company also said that it
will price a US$2 billion initial public offering for the U.S.
unit in January.  JBS SA Chief Executive Officer Joesley Batista,
the report adds, plans to give presentations to investors in the
U.S. between January 4 and January 8, before setting the price for
the public share sale in the week of January 11.

                          About JBS SA

JBS SA is one of the world's largest beef producers with
operations in Brazil, the United States, Argentina, Australia and
Italy.  The company is the largest producer and exporter of fresh
meat and meat by-products in Brazil, Argentina and Australian and
the third largest in the USA.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
September 18, 2009, Standard & Poor's Ratings Services placed its
ratings, including the 'B+' corporate credit ratings, on meat-
processing companies JBS S.A and JBS USA LLC on CreditWatch with
positive implications.

In November 2009, following JBS's announcement of plans to buy
Pilgrim's PRide COrp., Moody's affirmed JBS's 'B1' corporate
family rating, with postiive outlook. "Given the positive outlook,
a downgrade to the ratings is unlikely in the near term, but could
be caused by weaker liquidity or a large debt-financed
acquisition," the ratings agency said.

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


POWER SPORTS: Sept. 30 Balance Sheet Upside-Down by $4.48 Million
-----------------------------------------------------------------
Power Sports Factory, Inc.'s balance sheets at Sept. 30, 2009,
showed $1,570,287 in total assets and $6,388,752 in total
liabilities, resulting in a $4,818,465 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,542,265 in total current
assets available to pay $6,388,752 in total current liabilities.

The Company reported a net loss of $23,366 on net sales of
$157,338 for the three months ended September 30, 2009, compared
with a net loss of $837,726 on net sales of $671,616 for the same
period of 2008.

The Company reported a net loss of $1,517,398 on net sales of
$507,705 for the nine months ended September 30, 2009, compared
with a net loss of $2,602,164 on net sales of $2,081,750 for the
same period of the previous year.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?4bc7

                       Going Concern Doubt

Since the acquisition of Power Sports Factory, the Company has
operated at a loss.  The Company relies significantly on the
private placement of debt and equity to pay operating expenses.

As of September 30, 2009, the Company had $1,722 of cash on hand.
The Company has incurred a net loss of $1,517,398 in the nine
months ended September 30, 2009, and has working capital and
stockholders' deficiencies of $4,846,487 and $4,818,465,
respectively, at September 30, 2009.

Power Sports Factory, Inc. presently does not have sufficient
liquid assets to finance its anticipated funding needs and
obligations.  The Company's continued existence is dependent upon
its ability to obtain needed working capital through additional
equity and/or debt financing and achieve a level of revenue and
production adequate to support its cost structure.  Management is
actively seeking additional capital to ensure the continuation of
its current operations, complete its proposed activities and fund
its current debt obligations.  However, there is no assurance that
additional capital will be obtained.  These uncertainties raise
substantial doubt about the ability of the Company to continue as
a going concern.

                        About Power Sports

Based in Pennsauken, N.J., Power Sports Factory, Inc., formerly
known as Purchase Point Media Corp., was incorporated under the
laws of the State of Minnesota.

The Company, through a reverse acquisition is in the business of
marketing, selling, importing and distributing motorcycles and
scooters.  The Company principally imports products from China.
To date the Company has marketed significantly under the Yamati
and Andretti brands.


PRECISION DRILLING: Moody's Gives Stable Outlook, Keeps Ba2 Rating
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Precision
Drilling Corporation to stable from negative.  At the same time,
Moody's affirmed the company's Ba2 Corporate Family Rating and Ba1
senior secured rating.  Moody's also affirmed Precision's SGL-3
Speculative Grade Liquidity rating, reflecting adequate liquidity.

The stabilization of the outlook reflects the significant amount
of debt reduction and associated interest costs over the first
three quarters of 2009, to levels more consistent with Precision's
current Ba2 CFR.  Although the company's leverage profile
deteriorated significantly in December 2008 following an increase
in debt of approximately $1 billion related to the Grey Wolf
acquisition, Precision has since reduced debt by approximately
C$470 million through equity issuance and internally generated
cash flow.  Consequently, the company's debt to EBITDA and debt to
capitalization measures have improved significantly, solidifying
its position within the Ba2 rating category.  While the debt
reduction has lowered Precision's cash interest payments, overall
debt service costs remain high as the company secured financing at
steep costs during the depths of the credit crisis.

Precision's Ba2 CFR reflects its substantial size and scale,
reasonable leverage and history of conservative fiscal management,
solid operating margins, and broad geographic presence in North
America.  The rating also considers Precision's very strong market
position in Canada, longstanding customer relationships that have
provided a measure of revenue visibility, and rig fleet.  The
rating is restrained by the inherent cyclicality of contract
drilling, concentration in one general major market -- North
America, and the weak fundamentals of the natural gas industry.

Outlook Actions:

Issuer: Grey Wolf, Inc

  -- Outlook, Changed To Rating Withdrawn From Negative

Issuer: Precision Drilling Corporation

  -- Outlook, Changed To Stable From Negative

Withdrawals:

Issuer: Grey Wolf, Inc

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Withdrawn,
     previously rated B1, LGD5, 89%

The last rating action on Precision Drilling was on February 24,
2009, when Moody's withdrew the B1 rating on the proposed issuance
of $250 million of senior unsecured notes.

Precision Drilling Corporation is a subsidiary of Precision
Drilling Trust, a Calgary, Alberta-based income trust engaged in
onshore drilling and providing well completion and production
services to upstream oil and gas companies in North America.


RANCHER ENERGY: U.S. Trustee Unable to Appoint Creditors Committee
------------------------------------------------------------------
The Office of the U.S. Trustee for Region 19 notified the U.S.
Bankruptcy Court for the District of Colorado that it was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 cases of Rancher Energy Corp.  Charles F. McVay, the
U.S. Trustee said that there were too few unsecured creditors who
are willing to serve on creditors' committee.

Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka
Metalix, Inc., develops and produces oil in North America.
It operates three fields, including the South Glenrock B Field,
the Big Muddy Field, and the Cole Creek South Field in the Powder
River Basin, Wyoming in the Rocky Mountain region of the United
States.  The Company was formerly known as Metalex Resources, Inc.
and changed its name to Rancher Energy Corp. in April 2006.
Rancher Energy Corp. was founded in 2004 and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Col. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


REFCO INC: Administrators Find Chapter 7 Trustee's Fees Too High
----------------------------------------------------------------
Daily Bankruptcy Review reports the administrators overseeing the
wind-down of defunct commodities brokerage Refco Inc. are balking
at the $28 million in fees a Chapter 7 trustee is charging, saying
it is the largest amount ever sought in such a bankruptcy case.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


RENEW ENERGY: Valero to Buy 2 VeraSun, 1 Renew Energy Plant
-----------------------------------------------------------
Valero Renewable Fuels Company, LLC, a wholly owned subsidiary of
Valero Energy Corporation, signed an agreement with ASA Ethanol
Holdings, LLC to buy two ethanol plants that had been previously
owned by VeraSun Energy Corporation.  ASA Ethanol Holdings, LLC is
a company owned by a former syndicate of lenders to the
facilities, agented by West LB AG, which acquired the plants
through the VeraSun bankruptcy auction.

The plants -- located in Linden, Ind., and Bloomingburg, Ohio --
each have an annual production capacity of 110 million gallons.
Valero will pay $200 million to buy the plants.

Additionally, Valero has received approval from a bankruptcy court
to acquire Renew Energy's 110 million gallon per year ethanol
facility located near Jefferson, Wis., for $72 million following a
bankruptcy auction held Dec. 11.  Together, Valero will buy the
three plants for roughly 41 percent of their estimated replacement
cost.

These acquisitions expand the company's ethanol production
capacity to 1.1 billion gallons per year.  Valero Renewables also
operates ethanol plants in Albert City, Charles City, Fort Dodge
and Hartley, Iowa; Aurora, S.D.; Welcome, Minn.; and Albion, Neb.

"The Linden and Bloomingburg plants have the same high-quality
design that we got with our earlier purchase of seven ethanol
plants, and they're also relatively new assets," said Valero
Chairman and Chief Executive Officer Bill Klesse.  "The purchase
of the plant from Renew gives us additional production capacity.
The ethanol plants we bought earlier this year have been very
successful for Valero, and we expect these newly purchased plants
to build on that success."

The Linden and Bloomingburg plants are currently idled, but will
be restarted within approximately three to six months following
the closing of the transaction.  Both plants will also produce dry
distillers grains, a co-product of the ethanol production process
that is sold as a livestock feed.  The Renew facility is currently
operating at reduced rates but is expected to increase to full
production over time.

Both transactions are expected to close in early 2010, following
regulatory approvals including termination of the review period
under the Hart-Scott-Rodino Act.  Credit Suisse advised Valero on
the Linden and Bloomingburg acquisition.

Besides Valero's ethanol plant purchases, the Company has explored
other alternative energy sources in the past year, including
completing a 50 megawatt wind farm near its McKee Refinery in the
Texas Panhandle and investing in companies that are developing
technologies to produce cellulosic ethanol, biofuel from plant
material, algae and animal fat, and a synthetic gasoline made from
landfill waste.

                     About Valero Energy

Valero Energy Corporation -- http://www.valero.com/--
incorporated in 1981, owns and operates 16 refineries located in
the United States, Canada, and Aruba that produce conventional
gasolines, distillates, jet fuel, asphalt, petrochemicals,
lubricants, and other refined products, as well as a slate of
premium products, including conventional blendstock for oxygenate
blending (CBOB) and reformulated gasoline blendstock for oxygenate
blending (RBOB).  The Company markets refined products on a
wholesale basis in the United States and Canada through bulk and
rack marketing network.  It also sells refined products through a
network of about 5,800 retail and wholesale branded outlets in the
United States, Canada, and Aruba.  The Company operates through
two segments: refining and retail.

                           *     *     *

As of June 25, 2009, the company continues to carry Moody's "Ba1"
Preferred Stock rating.

                        About Renew Energy

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com/-- operates an ethanol plant
facility.  The Company filed for Chapter 11 on January 30, 2009
(Bankr. W.D. Wis. Case No. 09-10491).  Christopher Combest, Esq.,
at Quarles & Brady LLP, represents the Debtor in its restructuring
efforts.  William T. Neary, the United States Trustee for Region
11, appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  The Debtor disclosed $188,953,970 in total
assets and $194,410,573 in total debts.


RIVER WEST: Files Chapter 11 Plan of Reorganization
---------------------------------------------------
River West Plaza-Chicago, LLC, has filed a Chapter 11 plan of
reorganization with the U.S. Bankruptcy Court for the Northern
District of Illinois.

Holders of administrative claims will be paid in full, without
interest, in cash on the 10th business day following the Effective
date or the date on which the claims become due.  Holders of
priority claims will be paid in full, in cash, on the 10th
business day after the effective date or the date on which the
priority claims become allowed priority claims.  The non-
construction litigation claims will remain subject to the
automatic stay through the effective date, or such other time as
the Court may direct.  Thereafter, the action in which non-
construction litigation claims are pending may recommence in its
existing state court venue, and the foregoing claims won't be
discharged pursuant to this Plan, but will be Unimpaired.

Requests for payment of administrative claims, including
applications for final allowance of compensation and reimbursement
of expenses of professionals incurred through the Effective Date,
must be filed and served on the counsel for the Debtor and counsel
for the lender no later than 30 days after the Effective Date

On the Effective Date, holders of Class 1 Claims -- lender secured
claims -- will receive the Replacement Loan Agreement, the
Replacement Secured Note, the Replacement Mortgage, and the
Replacement Assignment of Rents and Leases, each duly executed
(and if appropriate, notarized) by the reorganized debtor and
delivered to the lender.

Holders of a Class 2 Claim -- mechanic's lien claims -- will
receive payment of the claims in full, plus the Legal Rate per
annum accrued from the Petition Date through the date of payment.
The date of payment to each holder of a Class 2 Claim will be the
later of 60 days after the Effective Date or five business days
after the date on which the claim becomes an allowed claim.

Holders of Allowed Class 3 Claims -- general unsecured claims,
other than Allowed Insider Loan Claims -- will receive payment in
full of the claims, plus the Legal Rate per annum accrued from the
Petition date through the date of payment.  The date of payment to
each Holder of an Allowed Class 3 Claim will be the later of 60
days after the Effective Date or five business days after the date
on which the claim becomes an Allowed Claim.  Insider Loan Claims
will be subordinated in right of payment to other Holders of
Allowed Class 3 Claims.

Holders of Class 4 Debtor Interests -- debtor interests -- won't
receive or retain any interest, property or other consideration
under this Plan on account of their Class 4 Interests, which will
be deemed to be extinguished on the Effective Date.

A copy of the reorganization plan is available for free at:

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

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


RIVER WEST: Gets Court's Interim Nod to Access to Cash Collateral
-----------------------------------------------------------------
River West Plaza-Chicago, LLC, sought and obtained interim
approval from the Hon. Eugene R. Wedoff of the U.S. Bankruptcy
Court for the Northern District of Illinois to use until
December 16, 2009, the cash collateral.

The Debtor initially financed the acquisition and construction of
the 95,000 square foot, five-story shopping center in Chicago,
Illinois with a $28 million loan (the Initial Loan) from LaSalle
National Bank.  In July 2008, the Initial Loan was refinanced by
Bank of America, N.A. (the Lender) as successor in interest to
LaSalle, with a $27 million replacement loan (the 2008 Loan).

The 2008 Loan matured on November 1, 2009, and the Debtor
acknowledged that it hasn't met the required debt service coverage
ratio necessary to extend the 2008 Loan.  The Debtor further
acknowledged that, as of the opening of business on the Petition
Date, the aggregate total of the Obligations outstanding under the
2008 Loan is $26,158,002.  As of the Petition Date, the Debtor's
aggregate assets total $27,000,000 and the Debtor's liabilities
total $32,500,000 including certain subordinated notes in favor of
the members of the Debtor.

Forrest B. Lammiman, Esq., at Meltzer, Purtill & Stelle LLC, the
attorney for the Debtors, explained that the Debtor needs the
money to fund its Chapter 11 case, pay suppliers and other
parties.

As adequate protection for the Lender's interest in the Cash
Collateral, the Debtor proposed to use the Cash Collateral to pay
all overhead and operating expenses of Joffco Square.  The Debtor
will be able to maintain Joffco Square -- the Lender's collateral
-- and prevent it from diminishing in value.

The Debtor will also continue to make interest payments (from
rental income received) to the Lender pursuant to the Operating
Budget on the full outstanding principal balance of the 2008 Loan
at the "applicable nondefault contract rate".  A copy of the
budget is available for free at:

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

The Debtor will continue to make interest payments (from rental
income received) to the Lender pursuant to the operating budget on
the full outstanding principal balance at the "applicable
nondefault contract rate".

The Debtor isn't providing the Lender with any additional liens.

The continued hearing on the Debtor's use of the collateral will
be held on December 16, 2009, at 10:00 a.m.

Mr. Lammiman said that the Debtor also sought authorization to
obtain up to $400,000 post-petition unsecured financing (the
Member Unsecured/Admin Loan) from two of its members in order pay
the Debtor's professional fees incurred during the pendency of
this Chapter 11 case, without further order of the Court.  Any
amounts lent to the Debtor as part of the Member Unsecured/Admin
Loan will be entitled to administrative expense priority.  The
principal balance of any such loan amounts will bear interest at
the rate of 3.25% per annum.

All amounts obtained by the Debtor pursuant to the Member
Unsecured/Admin Loan will be obtained post-petition to pay
administrative expenses incurred postpetition, namely the Debtor's
Chapter 11 professional fees.

The total outstanding balance in principal and interest on the
Member Unsecured/Admin Loan will be payable:

     (a) up to 50% of the outstanding balance of accrued interest
         and up to 50% of the principal amount of the outstanding
         balance of the Member Unsecured/Admin Loan may be repaid
         on the date that is 60 days after the Effective Date of
         the Plan; and

     (b) the remaining principal balance of the loan will continue
         to bear interest thereafter at 3.25% per annum, and it
         will be repaid pursuant to the terms of the Member
         Unsecured/Admin Note.

Repayment of the Member Unsecured/Admin Loan will be subordinated
to the claims of the Lender in the manner provided in the Member
Unsecured/Admin Note.

Allowing the Debtor to obtain unsecured financing pursuant to the
Member Unsecured/Admin Loan will be beneficial in two additional
respects.  First, the Debtor won't need to use the Lender's Cash
Collateral to pay professional fees incurred during the pendency
of the Chapter 11 case.  Second, the Debtor's ability to obtain
funds via the Member Unsecured/Admin Loan will increase the
Debtor's operating cash and thus its ability to make timely
payments to mechanic's lien and unsecured creditors as set forth
in the Plan.

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


RIVER WEST: Sec. 341 Creditors Meeting Set for Jan. 11
------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of River
West Plaza-Chicago, LLC's creditors on January 11, 2010, at
1:30 p.m. at 219 South Dearborn, Office of the U.S. Trustee, 8th
Floor, Room 802, Chicago, IL 60604.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


RIVER WEST: Taps Meltzer Purtill as Bankruptcy Counsel
------------------------------------------------------
River West Plaza-Chicago, LLC, has sought the permission of the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Meltzer, Purtill & Stelle LLC as bankruptcy counsel.

Forrest B. Lammiman, a member at Meltzer Purtill, says that the
firm will, among other things:

     (a) attend meetings with, and negotiate with representatives
         of creditors and other parties in interest;

     (b) advise the Debtor in connection with contemplated sales
         or leases of real estate assets or business combinations,
         formulating and implementing bidding procedures,
         evaluating competing offers, drafting appropriate
         corporate documents with respect to the proposed sales or
         leases, and counseling the Debtor in connection with the
         closing of such sales or leases;

     (c) advise the Debtor in connection with postpetition and
         prepetition financing and cash collateral arrangements
         and negotiating and drafting documents, and providing
         advice to the Debtor in connection with the emergence
         financing and capital structure; and

     (d) advise the Debtor on matters relating to the evaluation
         of the assumption, rejection or assignment of unexpired
         leases and executory contracts.

Mr. Lammiman states that Meltzer Purtill will be paid based on the
hourly rates of its professionals:

            Partners               $350-$550
            Associates             $225-$390
            Paralegals             $180-$300

Mr. Lammiman assures the Court that Meltzer Purtill is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC, assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


SANDISK CORP: S&P Gives Positive Outlook, Affirms 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Milpitas, California-based SanDisk Corp. to positive from stable.
S&P also affirmed the 'B' corporate credit and senior unsecured
ratings on the company.

"The outlook revision follows two quarters of sequentially
improving earnings, coupled with stability in industry pricing,"
said Standard & Poor's credit analyst Lucy Patricola.  S&P
believes debt to EBITDA, which could not be measured due to losses
until the most recent quarter, will improve to about 4x for 2009.

"Further," added Ms. Patricola, "S&P believes that operating
conditions and pricing should be less volatile in 2010, as no new
wafer supply has been added and technology transitions moderate
due to increasing complexity.  S&P therefore expects growth in
supply to be muted, while demand continues to grow modestly."


SECURUS TECHNOLOGIES: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its ratings on
Dallas-based prison phone provider Securus Technologies Inc.,
including its 'B-' corporate credit rating and the 'B-' issue
rating on the company's second-lien secured notes.  However, S&P
revised the second-priority senior secured notes' recovery rating
to '3' from '4', indicating prospects for meaningful (50%-70%)
recovery in the event of a payment default, from the prior average
(30%-50%) recovery prospects in the event of a payment default.
This revision reflects a reassessment of recovery in a default
scenario.

"The ratings on Securus reflect the company's highly leveraged
financial risk profile, at about 6.2x leverage for the 12 months
ended Sept. 30, 2009, and a narrow focus within a competitive and
evolving niche marketplace," said Standard & Poor's credit analyst
Catherine Cosentino.  A largely recurring revenue base supported
by long-term customer contracts fails to mitigate these risks.


SIX FLAGS: Bondholders Disclose UBS Raising $2-Bil. Exit Funding
----------------------------------------------------------------
Daily Bankruptcy Review reports a group of Six Flags Inc.
bondholders that are fighting to take the Debtors out of
bankruptcy say they're close to lining up $2.1 billion in new debt
financing from UBS AG.

SIX FLAGS BANKRUPTCY NEWS reports that an ad hoc group of senior
note holders of Six Flags on November 29, 2009, submitted to SFI's
Board of Directors an alternative reorganization proposal, which,
if adopted, would provide higher recoveries to the creditors of
SFI and its debtor affiliates.

In a letter dated November 25, the SFI Noteholders urged the
Board to accept their alternative plan in favor of the Second
Amended Joint Plan of Reorganization filed by Six Flags, Inc.,
and its debtor affiliates.  The SFI Noteholders also urged the
Board to engage in a thoughtful, deliberate restructuring process
that will maximize recovery for all creditors, as opposed to the
Debtors' Plan, which, according to the Noteholders, unfairly
provides preferential treatment to holders of a series of 12-1/4%
notes issued by Six Flags Operations to the detriment of the SFI
Noteholders.

The letter, the SFI Noteholders stated, further advocates for an
alternative reorganization plan that provides a fully backstopped
rights offering of $420 million.  This alternative reorganization
plan is supported by noteholders owning over $500 million of the
approximately $870 million in senior notes issued by SFI.  The Ad
Hoc Committee argued that by virtue of the blocking position it
holds, the Debtors are currently wasting valuable estate
resources pursuing a plan that is not confirmable.

The SFI Noteholders said its Plan materially and directly
improves upon the Debtors' Plan in that:

      * Lenders are paid in full either with cash or through the
        reinstatement of their debt.

      * SFO Noteholders are paid in full with cash as opposed to
        receiving common stock and the ability to participate in
        a rights offering.

      * SFI Noteholders are allowed (i) approximately 19% of the
        new common stock and (ii) rights to participate in the
        convertible preferred stock offering to purchase as much
        as approximately 81% of the new common stock, subject to
        dilution by management's long term incentive plan.  In
        contrast, the Debtors' Plan provides SFI Noteholders
        with approximately 5% of the new common stock.

Specifically, the SFI Noteholders' Plan provides:

  (1) Lenders: While the Debtors' plan provides cash payment in
      full, the SFI Noteholder Plan reinstates the term loan and
      pays off the revolver in full in cash;

  (2) SFO Notes: While the Debtors' plan provides the holders of
      12-1/4% Senior Notes issued by Six Flags Operations, Inc.
      with (i) approximately 25% of the new common stock in SFI
      and (ii) rights to participate in the equity offering to
      purchase an additional approximately 70% of the new common
      stock, the SFI Noteholder Plan provides the holders of SFO
      Notes with cash payment in full;

  (3) SFI Notes: While the Debtors' plan provides the holders of
      SFI Notes with approximately 5% of the new common stock,
      the SFI Noteholder Plan provides the holders of SFI Notes
      with (i) approximately 19% of the new common stock and
      (ii) rights to participate in the convertible preferred
      stock offering to purchase up to an additional
      approximately 81% of the new common stock.

The SFI Noteholders compared the recoveries under the Debtors'
Second Amended Plan and the SFI Noteholder Plan:

  Subject              2nd Amended Plan       SFI Noteholder Plan
  -------              ----------------       -------------------
Prepetition Lenders    Provides cash payment  Reinstates the Term
                       in full,               Loans and pays off
                                              the revolver in
                                             full in cash

SFO Notes             The holders of SFO     Provides the SFO
                      Notes with             Noteholders with
                      (i) approximately 25%  cash payment in
                      of the new common      full
                      stock in SFI and
                      (ii) rights to
                      participate in the
                      equity offering to
                      purchase an
                      additional
                      approximately 70% of
                      the new common stock

SFI Notes             Provides holders of    Provides the
                      SFI Notes with         holders of SFI
                      approximately 5% of    with (i) approx.
                      the new common stock   19% of the new
                                             common stock in
                                             SFI and (ii) rights
                                             to participate in
                                             preferred stock
                                             offering to
                                             purchase up to an
                                             additional 81% of
                                             the new common
                                             stock

The letter states, in part, "The SFI Noteholder Plan allows the
holders of SFI Notes to own nearly 100% of the new common stock
as compared to merely 5% in the Debtors' plan.  There is no
question the SFI Noteholder Plan maximizes the recoveries of all
creditors of the Debtors, and more fairly allocates the value of
their estates."

White & Case LLP is representing the SFI Noteholders as legal
counsel and Chanin Capital Partners LLC is serving as financial
advisor.

The signatories to the commitment letter are holders or advisors
to holders of over $500 million of the approximately $870 million
of unsecured notes issued by Six Flags, Inc.

On November 20, 2009, White & Case LLP delivered to the Debtors'
legal and financial advisors the Commitment Letter under which
the SFI Noteholders have committed to fully backstop a $420
million preferred stock rights offering in connection with a
proposed plan of reorganization for the Debtors.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SMURFIT-STONE: To Permanently Close Missoula and Ontonagon Mills
----------------------------------------------------------------
Smurfit-Stone Container Corporation plans to permanently close its
Ontonagon, MI, and Missoula, MT, mills, effective December 31.

The Ontonagon mill ceased operations in September when it began
taking market-related downtime. The Missoula mill will continue
operating until December 31. The Ontonagon mill has 182 employees
and the Missoula mill has 417 employees.

"These decisions were made to ensure the Company's long-term
growth and profitability and do not reflect on the hard work and
commitment of the employees at the Ontonagon and Missoula mills,"
said Steve Klinger, president and COO.

He added, "We recognize that closing facilities is always
difficult on our employees, their families and the communities,
and we will work with our employees, union representatives and
public officials during these transitions."

The Ontonagon mill, which produces 280,000 tons of medium
annually, and the Missoula mill, which produces 620,000 tons of
liner annually, are high-cost facilities that do not provide
adequate returns over the long term for the Company.

The company expects to incur a restructuring charge of roughly
$284 million, of which roughly $246 million is non-cash, in the
fourth quarter of 2009.

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SONIC AUTOMOTIVE: Board Adopts Supplemental Exec Retirement Plan
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Sonic
Automotive, Inc., on December 7, 2009, approved and adopted the
Sonic Automotive, Inc. Supplemental Executive Retirement Plan to
be effective as of January 1, 2010.

In connection with the adoption of the SERP, the Compensation
Committee authorized the establishment of an irrevocable grantor
trust known as a "rabbi trust" for the purpose of accumulating
assets from which SERP liabilities may be paid.

The SERP is a nonqualified deferred compensation plan that will be
unfunded for federal tax purposes.  The SERP is intended to be a
"top hat" plan available only to a select group of management or
highly compensated employees.  The SERP is subject to Section 409A
of the Internal Revenue Code.  The purpose of the SERP is to
attract and retain key employees by providing a retirement benefit
in addition to the benefits provided by Sonic's tax-qualified and
other nonqualified deferred compensation plans.  The Compensation
Committee designates the employees who will become SERP
participants and may require that such employees execute a
participation agreement as a condition of participation.

On December 7, 2009, the Compensation Committee designated David
P. Cosper, Vice Chairman and Chief Financial Officer, and Jeff
Dyke, Executive Vice President of Operations, as Tier 1
participants in the SERP effective as of January 1, 2010, but in
each case subject to his execution of a participation agreement.
The Compensation Committee also administers the SERP and has the
discretionary authority to make, amend, interpret and enforce
appropriate rules for the administration of the SERP and to
utilize its discretion to decide all questions and interpretations
that may arise in connection with the SERP.

Upon a participant's "normal retirement," the SERP generally
provides an accrued benefit in the form of an annual payment equal
to a specified percentage of the participant's "final average
salary" for a period of 15 years.  Final average salary generally
means the average of the participant's highest three annual base
salaries during the last five plan years prior to the
participant's separation from service with Sonic.  A participant
is generally eligible for the normal retirement benefit upon
retirement after reaching age 65 or age 55 with at least 10 years
of employment with Sonic.  When the Compensation Committee
designates an employee as a SERP participant, it also designates
the employee as a Tier 1 participant, Tier 2 participant or Tier 3
participant.  The annual payments to a Tier 1 participant are 50%
of final average salary.  The annual payments to a Tier 2
participant are 40% of final average salary.  The annual payments
to a Tier 3 participant are 35% of final average salary.

Participants are subject to a vesting schedule for their SERP
benefits based on their "Years of Plan Service" (i.e., a 365-day
period of employment beginning on the effective date of
participation and each anniversary thereof).  Unless otherwise
specified by the Compensation Committee, participants vest in
their SERP benefits as follows:

     Years of Plan Service                Percent Vested
     ---------------------                --------------
     Less than 1                                  0%
     At least 1 but less than 2                  20%
     At least 2 but less than 3                  40%
     At least 3 but less than 4                  60%
     At least 4 but less than 5                  80%
     5 or more                                  100%

However, Mr. Cosper will vest in his SERP benefits as follows:

     Years of Plan Service                Percent Vested
     ---------------------                --------------
     Less than 2                                  0%
     At least 2 but less than 4                  20%
     At least 4 but less than 6                  50%
     At least 6 but less than 8                  75%
     8 or more                                  100%

Participants also become 100% vested upon normal retirement, death
while employed with Sonic, disability while employed with Sonic or
a change in control while employed with Sonic.

If a participant leaves Sonic before qualifying for normal
retirement, the participant's accrued benefit generally is reduced
for early retirement (in addition to application of the vesting
schedule).  The benefit is reduced by 10% for each year the
participant's payment commencement date precedes the earliest date
the participant would have been eligible for normal retirement.
The reduction for early retirement does not apply to Mr. Cosper.

Generally, payment of benefits begins the first of the month
following the month in which normal retirement or early retirement
occurs.  If the participant is a "specified employee" under
Section 409A of the Code, the first payment following normal or
early retirement generally must be postponed for six months
following termination.  Subsequent annual payments will be paid on
the anniversary of the date the initial installment otherwise
would have been made.

If a participant terminates employment with Sonic within 2 years
after a change in control, the participant will receive his normal
retirement benefit or reduced early retirement benefit, as
applicable, in a lump sum payment based on the present value of
his unpaid, vested accrued benefit.

If a participant dies during the 15-year payment period, payments
continue to the participant's surviving spouse (if any).  If a
participant dies before terminating employment with Sonic, the
lump sum value of his accrued benefit (calculated as if the date
of death were the date of normal retirement) will be paid to his
designated beneficiary.  If a participant becomes disabled while
employed with Sonic, the participant will be entitled to a regular
SERP benefit payable for 15 years (calculated as if the date of
disability were the date of normal retirement).

If a participant is terminated for "cause" or it is discovered
after termination that the participant could have been terminated
for certain reasons constituting "cause," the participant will
forfeit all benefits under the SERP, including any remaining
unpaid benefits if already in pay status.  If already in pay
status, the SERP also provides that the participant must repay
Sonic all benefit amounts previously received.

Under the SERP, reasons constituting "cause" include material
breach of the participant's obligations in any employment
agreement which is not timely remedied, the participant's breach
of any applicable restrictive covenants, conviction of a felony,
actions involving moral turpitude, willful failure to comply with
reasonable and lawful directives of Sonic's Board of Directors or
the participant's superiors, chronic absenteeism, willful or
material misconduct, illegal use of controlled substances, and if
applicable, the final and non-appealable determination by a court
of competent jurisdiction that the participant willfully and
knowingly filed a fraudulent certification under Section 302 of
the Sarbanes Oxley Act.

In addition, the SERP provides that benefits are forfeited if a
participant fails to comply with certain restrictive covenants
related to Sonic and its business, including any remaining unpaid
benefits if already in pay status.  If already in pay status, the
SERP also provides that the participant must repay Sonic all
benefit amounts previously received.  Subject to limited
exceptions, these restrictive covenants generally prohibit (i)
disclosing or using in any unauthorized manner any of Sonic's
confidential or proprietary information, (ii) employing or
soliciting employees of Sonic, its affiliates or subsidiaries,
(iii) interfering with Sonic's relationships with its vendors,
(iv) competing with Sonic within any Standard Metropolitan
Statistical Area or county in which Sonic or any of its
subsidiaries has a place of business, and (v) disparaging Sonic,
its subsidiaries, affiliates, officers, directors, business or
products.  The restrictive covenants generally apply while a
participant in the SERP, and if later, during the two-year period
following separation from service with Sonic (except that the
confidentiality and non-disparagement restrictions do not expire).

If a rabbi trust exists at the time of a change in control of
Sonic, the SERP requires that Sonic contribute, at the time of the
change in control and then on each anniversary thereof, cash or
liquid securities sufficient so that the value of assets in the
rabbi trust at least equals the total value of all accrued
benefits under the SERP.

The Compensation Committee retains the discretion to amend or
terminate the SERP at any time (provided that an amendment
generally cannot reduce a participant's vested accrued benefits as
of the date of the amendment).  The SERP can be terminated and
liquidated as permitted by Section 409A of the Code.

                       About Sonic Automotive

Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc.
(NYSE: SAH) -- http://www.sonicautomotive.com/-- is the nation's
third-largest automotive retailer, operating 153 franchises.  As
of June 30, 2009, it operated 154 dealership franchises,
representing 31 different brands of cars and light trucks, at 131
locations and 30 collision repair centers in 15 states.  Its
dealerships provide comprehensive services including sales of both
new and used cars and light trucks, sales of replacement parts,
performance of vehicle maintenance, manufacturer warranty repairs,
paint and collision repair services, and arrangement of extended
service contracts, financing, insurance and other aftermarket
products for customers.

As of September 30, 2009, the Company had total assets of
$2.00 billion against total current liabilities of
$988.30 million, long-term debt of $556.24 million, and other
long-term liabilities of $109.56 million, resulting in
stockholders' equity of $350.65 million.

                           *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed the Caa1 Corporate Family
and Probability of Default ratings of Sonic Automotive and changed
the outlook to positive from negative.

The TCR said September 18, 2009, that Standard & Poor's Ratings
Services placed its 'CCC+' corporate credit rating and related
issue ratings on Sonic Automotive on CreditWatch with positive
implications.  At the same time, S&P assigned its 'CCC-' issue
rating and a '6' recovery rating to the company's proposed
$125 million convertible notes due 2029.


SPANISH BROADCASTING: Receives Nasdaq Staff Determination
---------------------------------------------------------
Spanish Broadcasting System, Inc., disclosed that, on December 7,
2009, it received written notification from The Nasdaq Stock
Market, Inc., that, based upon the Company's failure to regain
compliance with the $1.00 per share minimum bid price requirement
set forth in Nasdaq Listing Rule 5450(a)(1) by December 4, 2009,
the Company's common stock is subject to delisting at the opening
of business on December 16, 2009, unless the Company requests a
hearing before a Nasdaq Listing Qualifications Panel on or before
4:00 p.m. Eastern Time on December 14, 2009.  On December 11,
2009, the Company requested such a hearing, which will stay any
action with respect to the Staff Determination until the Nasdaq
Listing Qualifications Panel renders a decision subsequent to the
hearing.  However, there can be no assurance that Nasdaq will
grant the Company's request for continued listing.

As previously announced on August 25, 2008 by the Company, it
received a notice from Nasdaq on August 20, 2008 indicating that
the Company failed to comply with the minimum bid price
requirement because the bid price of its common stock closed under
$1.00 per share for 30 consecutive business days.  The notice also
stated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company would be provided 180 calendar days, or until
February 17, 2009, to regain compliance with the minimum bid price
requirement.  Due to Nasdaq's suspensions of enforcement of the
bid price requirement in 2008 and 2009 and as disclosed by the
Company in its filings of various Forms 8-K, 10-Q and 10-K, the
Company's time period for regaining compliance was extended until
December 4, 2009.  To regain compliance, the closing bid price of
the Company's common stock had to remain at or above $1.00 per
share for a minimum of 10 consecutive business days prior to the
market close on December 4, 2009.  The Company did not regain
compliance with the $1.00 minimum bid price requirement by such
time, which resulted in the issuance of the Staff Determination.

               About Spanish Broadcasting System, Inc.

Spanish Broadcasting System, Inc. --
http://www.spanishbroadcasting.com/-- is the largest publicly
traded Hispanic-controlled media and entertainment company in the
United States.  SBS owns and/or operates 21 radio stations located
in the top U.S. Hispanic markets of New York, Los Angeles, Miami,
Chicago, San Francisco and Puerto Rico, including the #1 Spanish-
language radio station in America, WSKQ-FM in New York City, as
well as leading radio stations airing the Tropical, Mexican
Regional, Spanish Adult Contemporary and Hurban format genres.
The Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico. SBS also produces live
concerts and events in the major U.S. markets and Puerto Rico.  In
addition, the Company operates www.LaMusica.com, a bilingual
Spanish-English online site providing content related to Latin
music, entertainment, news and culture.


SPANSION INC: Morgens Waterfall, et al., Disclose 5.31% Stake
-------------------------------------------------------------
Phaeton International (BVI) Ltd.; Phoenix Partners, L.P.; Phoenix
Partners II, L.P.; Morgens, Waterfall, Vintiadis & Company, Inc.;
and Edwin H. Morgens report that they beneficially own in the
aggregate 6,000,000 shares of Class A Common Stock, $0.001 Par
Value Per Share; and 48,300,000 Debentures, convertible into
2,741,609 shares of Common Stock, representing roughly 5.31% of
the outstanding Common Stock of Spansion Inc. as of November 24,
2009.

Morgens Waterfall is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940, as amended.
The business of Morgens Waterfall is the rendering of financial
services and as such it provides discretionary investment advisory
services to each of the Advisory Clients.  In such capacity,
Morgens Waterfall has the power to make decisions regarding the
dispositions of the proceeds from the sale of the shares of Common
Stock.  Under the rules promulgated under the Securities and
Exchange Act of 1934, as amended, Morgens Waterfall and its
principal (Mr. Morgens) may be considered "beneficial owners" of
securities acquired by the Advisory Clients.

Each Advisory Client has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the securities held in such person's account.

Phoenix is a limited partnership organized under the laws of the
State of New York.  Phoenix II is a limited partnership organized
under the laws of the State of Delaware. Phaeton is an exempted
company organized in the British Virgin Islands. Morgens Waterfall
is a corporation organized under the laws of the State of New
York.  Morgens is a United States citizen.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


ST JOHNSBURY: Moody's Cuts Ratings on $3.3 Mil. Debt to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 St.
Johnsbury School District's (VT) general obligation bond rating,
affecting approximately $3.3 million in outstanding rated debt,
and assigned a stable outlook.  The bonds are secured by a general
obligation unlimited tax pledge.  The downgrade reflects the
district's negative General Fund balance position following a
sizable fiscal 2008 operating deficit, narrow cash position which
resulted in a missed tax anticipation note payment in June 2009,
and reliance on market access to fund operations.  The stable
outlook reflects Moody's expectation that recent actions taken by
the district to improve cash flow, strengthen budget monitoring
and reduce the district's accumulated deficit will stabilize
fiscal operations.

The district's financial position has been weakened by consecutive
operating deficits which resulted in an accumulated General Fund
deficit of $1.1 million or a negative 8.8% of General Fund
revenues at the end of fiscal 2008.  Further, due to a declining
cash position and insufficient revenue monitoring the district was
unable to fully repay a $6 million TAN payable on June 30, 2009.
Of note, the district relies on annual note borrowing as the bulk
of property tax revenues are not received until December.  The
district remained $3 million short on its payment of a privately
placed TAN until August 14th when it was granted a $3 million
short-term (90 day) note.  The note was paid in full and on time
with a $5 million line of credit, payable June 30, 2010.
Importantly, the district was able to fully pay its $520,000
September bond payment.  Additionally, following the receipt of
its fiscal 2008 audit, which indicated an accumulated deficit of
$1.5 million, the district issued a one-year deficit reduction
note for the same amount.  The district expects to renew and pay
down a portion of the deficit reduction note annually over a
period of five to seven years with additional property tax
revenues.

Importantly, the district has taken several steps to stabilize
operations.  Supported by new fiscal management the district has
improved cash flows by enhancing state aid receipts, particularly
reimbursements for special education expenses, developed a multi-
year deficit reduction plan, and improved oversight of the
district's budget and cash position.  Positively, the district's
draft fiscal 2009 financial statements indicate a $417,000 General
Fund operating surplus supported in large part by greater than
budgeted special education reimbursements.  The surplus reduced
the district's accumulated General Fund deficit to $460,000 or a
negative 3% of revenues.  The fiscal 2010 budget represents a
4.26% increase over the prior year and includes a $200,000
appropriation for deficit reduction.  Despite signs of
stabilization challenges remain particularly given the district's
continued reliance on market access to support operations and
renew its deficit reduction note.  Looking ahead, the district's
ability to maintain structurally balanced operations and improve
liquidity levels will be an important consideration in future
rating reviews.

Located in rural northeastern Vermont (GO rated Aaa/stable
outlook), St.  Johnsbury is a small, predominantly residential,
regional center of approximately 7,500 residents.  Wealth levels
in the district are below state medians with per capita income at
81.5% of the state and median family income at 86.3% of the state.
The county's unemployment rate (7% as of September 2009) has
historically trended above the state median.  The district
currently has no plans to issue long-term debt and its debt
portfolio consists entirely of fixed rate borrowing.

The last rating action with respect to St. Johnsbury School
District (VT) was on December 9, 2008, when the district's Baa3
rating was affirmed.


STERLING FINANCIAL: Receives Non-Compliance Notice From NASDAQ
--------------------------------------------------------------
Sterling Financial Corporation has been notified by the NASDAQ
Stock Market that Sterling no longer meets the minimum $1.00 per
share requirement for continued listing on the NASDAQ Global
Select Market under Listing Rule 5450(a)(1).  This notice does not
result in the immediate delisting of Sterling's common shares from
the NASDAQ Global Select Market because Sterling has a grace
period of 180 calendar days under the listing rules, or until
June 7, 2010, in which to regain compliance with the minimum bid
price rule.

The deficiency letter, dated Dec. 7, 2009, states that if the bid
price of Sterling's securities closes at or above $1.00 per share
for at least 10 consecutive business days before June 7, 2010,
NASDAQ will notify Sterling that the matter will be closed.  If
Sterling does not regain compliance before June 7, 2010, Sterling
may appeal NASDAQ's determination, which would stay any delisting
action by NASDAQ pending a final decision by the Listing
Qualifications Panel.  Alternatively, NASDAQ stated that Sterling
may be eligible for an additional grace period if it meets the
initial listing standards, with the exception of bid price, and
applies to transfer the listing of its common stock to the NASDAQ
Capital Market.

Sterling is evaluating its options following receipt of this
notification and intends to take appropriate actions in order to
retain the listing of its common stock on NASDAQ.

            About Sterling Financial Corporation

Sterling Financial Corporation of Spokane, Wash., --
http://www.sterlingfinancialcorporation-spokane.com/-- is the
bank holding company for Sterling Savings Bank, a commercial bank,
and Golf Savings Bank, a savings bank focused on single-family
mortgage originations.  Both banks are state chartered and
federally insured.  Sterling offers banking products and services,
mortgage lending, construction financing and investment products
to individuals, small businesses, commercial organizations and
corporations.  As of Sept. 30, 2009, Sterling Financial
Corporation had assets of $11.87 billion and operated 178
depository branches throughout Washington, Oregon, Idaho, Montana
and California.


STOUDEMIRE'S DOWNTOWN: Files for Ch. 11 Due to Revenue Drop
-----------------------------------------------------------
Jahna Berry at The Arizona Republic says Stoudemire's Downtown
filed for Chapter 11 bankruptcy protection blaming the recession,
declining attendance at National Basketball Association games, and
a rent dispute with the landlord.  Based in Phoenix, Arizona,
Stoudemire's Downtown operates a restaurant at 3 S. Second Street,
Suite 113, near Second and Washington Streets.


STRATUS MEDIA: Posts $598,000 Net Loss in Q3 2009
-------------------------------------------------
Stratus Media Group, Inc., reported a net loss of $598,043 for the
three months ended September 30, 2009, compared with a net loss of
$269,356 for the same period of 2008.

Revenues for the three months ended September 30, 2009, were $-0-,
which was the same for the three months ended September 30, 2008.
There were no event revenues in the current period or the prior
period.  Stratus card revenues were $-0- in the current period and
$-0- in the prior period.

The sponsoring bank that conducted the "back end" banking
requirements of the Stratus program stopped sending the Company
statements in October 2007 and provided notice in March 2008 that
it was discontinuing the program.  While several cardmembers are
continuing to use their cards with the former sponsor bank the
Company has not recorded these new revenues since October 2007,
and the Company is investigating legal redress against this bank.
The Company is actively seeking a new sponsoring bank for the back
end banking requirements of the program, but there can be no
assurances that it will be able to do so.

                          Balance Sheet

At September 30, 2009, the Company's balance sheets showed
$5,321,870 in total assets, $5,277,417 in total liabilities, and
$44,453 in total shareholders' equity.

The Company's balance sheets at September 30, 2009, also showed
strained liquidity with $212,899 in total current assets available
to pay $4,652,417 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4bcc

      Non-Reliance on Form 10-Q for the Period Ended June 30

In a regulatory filing dated December 2, 2009, the Company
discloses that on November 6, 2009, the Company's acting chief
financial officer concluded that the Company's financial
statements for the period ended June 30, 2009, included in the
Company's Form 10-Q that was filed on August 14, 2009, cannot be
relied on because the financial statements did not include $78,775
of additional, non-cash, Black Scholes warrant expense in the
three and six months ended June 30, 2009, largely related to the
issuance of warrants to purchase 900,000 shares of the Company's
common stock on April 30, 2009, to two new members of the
Company's Board of Directors.

On November 19, 2009, the Company filed an amendment to the report
which addresses this non-reliance and corrected the financial
statements.

In the amended report, the Company reported a net loss of $709,803
for the three months ended June 30, 2009, compared with a net loss
of $286,202 for the same period of the prior year.

A full-text copy of the amended quarterly report for the three
months ended June 30, 2009, is available at no charge at:

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

                       Going Concern Doubt

The Company has suffered losses from operations and currently
lacks liquidity to meet its current obligations.  The Company had
a net loss in 2008 of $2,093,267 and a net loss for the three and
nine months ended September 30, 2009, of $598,043 and $1,716,247,
respectively.  As of September 30, 2009, the Company had negative
working capital of $4,439,518 and cumulative losses of
$16,388,930.  Unless additional financing is obtained, the Company
may not be able to continue as a going concern.  In the nine
months ended September 30, 2009, the Company raised $795,500 in
cash through the issuance of common stock.  The Company is
actively seeking additional capital.  However, due to the current
economic environment and the Company's current financial
condition, the Company cannot assure current and future
stockholders there will be adequate capital available when needed
and on acceptable terms.

                       About Stratus Media

Based in Santa Barbara, Calif., Stratus Media Group, Inc. (OTC BB:
SMDI) is focused on operating the Stratus Rewards program, and
seeks to own and realize all available event revenue rights from
tickets/admissions, corporate sponsorship, television, print,
radio, Internet, merchandising and hospitality.  The Company's
operations consist of live sports events, music concerts,
specialized live entertainment events, other entertainment events,
and media platform marketing through its Stratus Rewards Visa
program.


SUMMIT AT COPPER: Owners to Control Unsold Units Under Plan
-----------------------------------------------------------
Jahna Berry at the Arizona Republic says Summit at Copper Square
filed a plan of reorganization in the U.S. bankruptcy court to
allow its owners to retain control of unsold units and market them
as upscale extended-stay hotel rooms to pay off debts.  Lenders
argued before the court to allow it to continue foreclosure of the
company's property.

Company owners said it feared that lender FNBC-Rescon I LLC will
sell the remaining condos at low prices and further hurt property
values, source says.

Summit at Copper Square -- http://www.summitcoppersquare.com/--
owns a condo tower near chase field.


SUPERIOR ENERGY: Hallin Deal Won't Affect Moody's 'Ba3' Rating
--------------------------------------------------------------
Moody's Investors Service commented that Superior Energy Services,
Inc.'s pending acquisition of Hallin Marine Subsea International
Plc will not impact SESI, L.L.C.'s Ba3 Corporate Family Rating or
its stable rating outlook.

The last rating action affecting Superior occurred on June 16,
2008, when Moody's changed its outlook to stable from negative.

Superior Energy Services, Inc., is an oilfield services company
headquartered in New Orleans, Louisiana.


TARRAGON CORP: Court Extends Solicitation Period Until February 8
-----------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey, extended until February 8, 2010, Tarragon
Corp. and its debtor-affiliates' exclusive period to solicit
acceptances to the Chapter 11 Plan of Reorganization.

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.


TARRAGON CORP: Can Access $4.51MM DIP Loan from Westminster
-----------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey authorized, on a final basis, Tarragon
Corporation and its debtor-affiliates to:

   -- obtain an aggregate committed amount of $4,510,000 from
      Westminster DIP Funding LLC; and

   -- grant adequate protection to Westminster.

As reported in the Troubled Company Reporter on Dec. 9, 2009,
the Debtors needed to obtain funds to continue operations and to
administer and preserve the value of their estates.  The Debtors
were unable to obtain unsecured credit.

The DIP lender agreed to provide financing, subject to, among
other things:

   1. the DIP lender will be granted and have a lien and security
      interest in the Arko termination fee ($375,000), which funds
      will be held by Arko's counsel, Greenberg Traurig, LLP, in
      escrow;

   2. the DIP protection will be subject only to the Carve Out;

   3. all DIP obligations will immediately be due and payable on
      January 22, 2010;

   4. the Debtor will file a plan of reorganization and disclosure
      statement; and the Court will enter an order confirming the
      plan by no later than January 7, 2010.

The loan is secured by first priority perfected liens and security
interests on property and assets of the Debtors' estates and with
priority over all administrative expenses.

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the official committee of unsecured creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TOUSA INC: Lenders Amend Note on Payments Subject to Disgorgement
-----------------------------------------------------------------
Citicorp North America, Inc., in its capacity as administrative
agent to the First Lien Term Loan and certain First Lien Term
Loan Lenders, filed with the Court on December 9, 2009, an
amended accounting of amounts subject to disgorgement pursuant to
Judge Olson's final judgment on the lawsuit commenced by the
Official Committee of Unsecured Creditors against the Debtors'
prepetition lenders.

The Original Accounting previously disclosed that the total
amount potentially subject to disgorgement under the Final
Judgment by the First Lien Lenders total $117,114,252.

Citicorp's counsel, Amy Denton Harris, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., in Tampa, Florida, related that the
Original Accounting erroneously included $487,337 in principal
and interest received by one of the lenders who have not been
named as defendants in the Committee Action or who have been
named but have not appeared in the totals received by the First
Lien Lenders who appeared in the Committee Action, she pointed
out.  The Original Accounting also did not include certain
professional fees allocated to the Appearing First Lien Lenders,
totaling $608,215, she noted.

Thus, the total amount potentially subject to disgorgement under
the Final Judgment by the Appearing First Lien Lenders is
$117,235,130, comprised of:

      Principal Payments                       $498,364
      Interest Payments                      24,194,159
      Paydown Plus Pre-Judgment Interest     69,979,957
      Professional Fees and Expenses         22,562,649
                                          -------------
                                           $117,235,130

As some of these professionals also provided services to the
lenders under the Revolving Credit Facility, the payment for
which are not subject to disgorgement, this required an
apportionment of payments to these professionals as between
services provided to the First Lien Term Loan Lenders and
Revolver Lenders, Ms. Harris explained.  In addition, during the
period July 31, 2009 through the Petition Date, professionals who
provided services to the First Lien Lenders also provided
services to the lenders under the Second Lien Term Loan that were
paid for by TOUSA, Inc.  The total amount paid by TOUSA on behalf
of the Second Lien Lenders based on an apportionment of these
services among the Revolver Lenders, the First Lien Lenders and
Second Lien Lenders, is $571,973.  However, this amount is not
subject to disgorgement by the First Lien Lenders as these
services were not provided, and these payments were not made, on
their behalf, Ms. Harris explained.

A summary of the fees and expenses paid to professionals for
services to the lenders under the First Lien Term Loan is
available for free at:

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

Moreover, Wells Fargo Bank, N.A., as successor administrative
agent pursuant to the Second Lien Term Loan Credit Agreement, and
certain Second Lien Lenders also filed two more Amended
Disclosures of payments subject to disgorgement pursuant to the
Final Judgment.

As previously reported, the Initial Disclosure indicated that
$21,487,119 was paid to the Second Lien Defendants as adequate
protection.

The Second Amended Disclosure was submitted to the Court on
November 18, 2009, indicating that $21,657,810 was paid to the
Second Lien Defendants as adequate protection.  By November 20,
TOUSA noted that it had incorrectly advised the Second Lien
Defendants that it had paid the June 2009 invoice of Seward &
Kissel for $14,698.  As a result, the amount of the Payments as
indicated in the Second Amended Disclosure was overstated.

Accordingly, under a Third Amended Disclosure dated November 20,
the Second Lien Defendants submitted to the Court an updated
exhibit that correctly sets forth the amount of the Payments as
being $21,643,112.  Based on this, the Second Lien Lenders will
be posting several bonds in an aggregate amount equal to
$23,807,423, being 110% of the Payments.

The First Amended Disclosure also noted that TOUSA had made
certain prepetition "Ad Hoc Group Payments" totaling $910,981.
As part of its November 20 update to the Second Lien Lenders,
TOUSA identified a further $68,500 in payments made for
prepetition services.  For the reasons stated under the First
Amended Disclosure, the Second Lien Defendants have not included
those payments in exhibits under the Third Amended Disclosure.

Summaries of the Monthly Fees Paid by TOUSA to Wells Fargo and
the Second Lien Lenders for 2008 and 2009 are available for free
at http://bankrupt.com/misc/TOUSA_2009paymentstoWellsFargo.pdf

                 Debtors Amend Valuation Analysis

In a separate filing, the Debtors submitted to the Court on
December 4, 2009, an amendment to their accounting of the value
of the remaining assets of the Conveying TOUSA Subsidiaries that
were subject to the avoided liens pursuant to the Final Judgment
filed on November 12, 2009.  With the Court's consent, the
Remaining Value Analysis Amendment was filed under seal and
designated as highly confidential material under a Stipulated
Protective Order.

The Debtors' counsel, Paul Steven Singerman, Esq., at Berger
Singerman, P.A., in Miami, Florida, reminded the Court that the
Debtors previously reserved their right to modify or amend their
Remaining Value Analysis as appropriate.  He noted that the
Remaining Value Analysis Amendment contains the Debtors' current
estimates regarding the value of their remaining assets.  The
Debtors are seeking to sell their remaining assets, and the
public release of these estimates would significantly impair the
Debtors' ability to maximize the value of their estates by
negotiating the optimal price for their assets, he pointed out.

Thus, the Debtors formally sought the Court's authority to file
under seal the Remaining Value Analysis Amendment.  The Debtors
further asked the Court to rule that the Remaining Value Analysis
Amendment remain under seal after the close of their Chapter 11
cases.

                         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 Pay Termination Fee to Lennar Texas
----------------------------------------------------------
By this motion, TOUSA Inc. and its units ask the Court to allow
Debtor Newmark Homes, L.P., to enter into a General Mutual Release
Agreement with Lennar Homes of Texas, Land and Construction, Ltd.

Lennar Texas is the sub-landlord of certain suites located at 300
E. Sonterra Boulevard, in San Antonio, Texas.  Pursuant to a
postpetition non-residential real property sublease dated
July 2, 2008, Newmark subleased certain portions of the Property,
Suite Nos. 1130 and 1170, from Lennar for use in connection with
the operation of the Debtors' Texas division.  Monthly base rent
under the Sublease is $8,759, and the Sublease terminates on
October 30, 2010.

In line with their revised business plan, the Debtors shifted
focus from new sales and construction and instead concentrated on
selling remaining inventory and closing home sales.  Consistent
with this plan, the Debtors determined that they no longer need
the office space occupied pursuant to the Lennar Sublease.

Recognizing that the Sublease is a postpetition agreement, the
Debtors endeavored to engage Lennar in discussions that would
facilitate a termination of the Sublease and minimize
administrative claims that could be asserted in connection with
that termination, Paul Steven Bergerman, Esq., at Berger
Singerman, P.A., in Miami, Florida, tells the Court.

To that end, Newmark and Lennar engaged in arm's-length
negotiations and recently reached a consensual agreement that
will allow Newmark to terminate the Sublease in return for
payment of a termination fee of $48,178.

The Termination Fee represents half of the total amount of
monthly base rent that would otherwise be due under the Sublease
through October 2010.

The Debtors estimate that they will save approximately $84,000,
including base rent and additional cost savings associated with
the Sublease, like utility expenses, under the terms of the
proposed Termination Agreement.

Consistent with the Termination Agreement and pending approval by
the Court, Newmark noted its plan to have vacated the Property as
of November 30, 2009.

Pursuant to the terms of the Termination Agreement, however,
Newmark will pay the Termination Fee to Lennar only upon approval
of the Termination Agreement by the Court.  Finally, the
Termination Agreement contemplates mutual releases of all claims
and causes of action relating to the Sublease.

The Court will consider the Debtors' request at a December 16,
2009 hearing.

                         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: Transeastern Lenders Reiterate Appeal on Fraud Transfer
------------------------------------------------------------------
Citicorp North America, Inc., in its capacity as Administrative
Agent to the First Lien Term Loan, and certain First Lien Lenders
reiterated the issues on appeal they want the U.S. District Court
for the Southern District of Florida to consider with respect to
Bankruptcy Judge John Olson's final judgment in the lawsuit the
Official Committee of Unsecured Creditors commenced against the
Debtors' prepetition lenders.  Among others, Citicorp and the
First Lien Lenders want the District Court to determine whether
Judge Olson erred in finding that they did not act in good faith
in entering into the First Lien Credit Agreement.

For their part, the Senior Transeastern Lenders amended their
notice of appeal on November 23, 2009.  The Senior Transeastern
Lenders are lenders under a $450 million Credit Agreement with
the Debtors dated as of August 1, 2005.

The Senior Transeastern Lenders amended their appeal in light of
an order entered by the District Court on November 12, 2009, in
the action captioned 3V Capital Master Fund, Ltd., et al., v.
Official Committee of Unsecured Creditors of TOUSA, Inc., et al.,
Case Nos. 09-61308-CIV-AJ and 09-61437-CIV-AJ.  The District
Court, under the November 12 Order, dismissed as premature
interlocutory appeals the Senior Transeastern Lenders' appeals of
(1) the Order Granting Debtors' Motion to Strike the Senior
Transeastern Lenders; and The CIT Group/Business Credit, Inc.'s
Counterclaims and Third-Party Complaints entered on July 2, 2009;
and (2) the Order Granting the Plaintiff's Motion for Summary
Judgment on Defendants' Affirmative Defenses Based on Substantive
Consolidation, Single Business Enterprise, and Alter Ego entered
on July 8, 2009.

In dismissing the interlocutory appeals, the District Court
observed that the Senior Transeastern Lenders "can raise any
issues resolved adversely to them by the bankruptcy court prior
to entry of final judgment (including the ones raised in these
interlocutory appeals)."  Thus, in consideration of the District
Court's observation and for the avoidance of any doubt about the
issues presented on the appeal, the Senior Transeastern Lenders
file their Second Amended Notice of Appeal.

In light of their Amended Notice of Appeal, the Senior
Transeastern Lenders also seek leave from the District Court to
file and Amended Designation of Record and Statement of Issues on
Appeal and raise in the current Amended Appeal all of the issued
raised in their first two appeals.

The Senior Transeastern Lenders reiterate their issues on appeal,
which include, among others, level of scrutiny on appeal, errors
in determining liability, errors in finding lack of good faith,
errors in remedies ordered, and errors in preclusion of evidence.
They also assert that remand of the case to a different judge is
necessary.

                 Debtors & Committee Object to
             Citicorp's Motion to Modify Stay Order,
               Citicorp Insists on Modifications

Given that the Committee is prosecuting the Committee Action, the
Debtors relate that they take no position with regard to
Citicorp's Motion to Modify the Stay Order on certain portions of
the Bankruptcy Court's Final Judgment on the Committee Action.
However, to the extent the Senior Transeastern Lenders assert
that the cost of a supersedeas bond would be taxable to the
Debtors' estates if the Bankruptcy Court's Stay Order is
reversed, the Debtors believe that the question is not yet ripe
for decision, Paul Steven Singerman, Esq., at Berger Singerman,
P.A., in Miami, Florida, contends, on the Debtors' behalf.  The
Debtors thus reserve their right to dispute that argument if the
issue becomes ripe.

In another filing, the Committee's counsel, Patricia A. Redmond,
Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A., in Miami, Florida, points out Citicorp's main criticism of
the Stay Order is that each of the 30 First Lien Lenders
appearing in the Committee Action should be permitted to post a
separate bond covering its pro rata share of the group's
liability.  Citicorp have also sought permission to use sureties
that are not A.M. Best Company A+ rated.  Ms. Redmond contends
that Citicorp could have sought clarification on those issues
during a November 9, 2009 hearing before the Bankruptcy Court.
She further points out that the Stay Order never contained a
limitation that only a surety rated A+ or better would be
acceptable.  Instead, the Stay Order only says that A+ sureties
are acceptable, she asserts.  In this light, the Committee asks
the District Court to deny Citicorp's Motion to Modify the Stay
Order.

In response to the objections asserted, Citicorp's counsel, Amy
Denton Harris, Esq., at Stichter, Riedel, Blain & Prosser, P.A.,
in Tampa, Florida, notes that the Bankruptcy Court clarified at
that the November 9 hearing that its use of the term "aggregate"
in the Stay Order meant either one bond or multiple bonds.  This
clarification leaves intact Citicorp's major concern, which is
that of the aggregate amount of the required bonding, she points
out.  With this clarification, Ms. Harris maintains, the Stay
Order continues to require bonds in the aggregate amount of the
monetary award or, $145,090,000 being the disgorgement amount of
both the Appearing First Lien Lenders and the non-appearing First
Lien Lenders.

Moreover, Ms. Harris argues that as the Stay Order states that
"supersedeas bonds will be approved if they are in the form of
cash or bonds issued by an insurance company rated A+ by A.M.
Best," a clear implication is that bonds from insurance companies
with lower ratings will not be approved and in any event would
leave that risk with the Appearing First Lien Lenders.
Regardless of whether the Committee's interpretation of the Stay
Order with respect to the A+ rated sureties is correct,
modification is still required as the Stay Order raises the
material risk that sureties with ratings below A+ will not be
acceptable, Ms. Harris insists.

Thus, Citicorp asks the District Court to:

  (a) reduce the aggregate amount of the bonds the Appearing
      Lenders are required to provide, either individually or
      collectively to $128,825,677, which is 110% of their
      disgorgement obligations under the Final Judgment, as
      amended;

  (b) delete the A+ bond rating requirement and instead allow
      the bond to be issued by any surety meeting the
      regulations of the United States Department of the
      Treasury for approved sureties; and

  (c) grant the Appearing First Lien Lenders 30 days from the
      District Court's order on the Motion to Modify to post the
      required bonds.

               District Court Modifies Stay Order,
                      Closes Nov. 10 Appeals

Judge Adalberto Jordan of the District Court grants in part and
denied in part Citicorp's Motion to Modify.  Wells Fargo and the
Senior Transeastern Lenders joined in Citicorp's Motion.  Judge
Jordan further rules that the Stay Order will remain in place
with these modifications:

(1) Any bonds issued by surety companies with an A or above
     rating from A.M Best, Standard and Poors and Moody's will
     be sufficient for a stay.  Citicorp and the Senior
     Transeastern Lenders will act at their own risk if they
     obtain bonds from surety companies with lower ratings.

(2) The bonds posted by Citicorp and the Appearing First Lien
     Lenders need only be for $117.1 million plus 10%.

(3) The deadline for posting the bonds is extended to
     December 22, 2009.

(4) Bankruptcy Judge Olson may set a schedule in January 2010
     for challenges to the adequacy of any bond and for a
     hearing on those challenges.

The Secured Lenders previously argued that the bonds are too high
because the amount that may ultimately be recovered by the
appellees will be significantly lower than the amounts that Judge
Olson ordered disgorged.  However, Judge Jordan points out that
the Secured Lenders have been ordered to disgorge hundreds of
millions of dollars.  That disgorgement judgment is the one that
the Secured Lenders are appealing from, and in the absence of any
authority on point, it seems that any bond should be set at 110%
of the disgorgement judgment, Judge Jordan elaborates.  A bond
needs to be sufficient to cover the disgorgement judgment if it
is upheld on appeal, Judge Jordan opines.

Moreover, Judge Jordan formally closed on November 20, 2009,
Appeal No. 09-23428 of the Senior Transeastern Lenders and Appeal
No. 09-23426 of Citicorp.  Judge Jordan also entered the order
modifying the Stay Order on November 20, 2009.

                    Citicorp Seeks Modifications to
                        District Court's Order

Subsequently, Citicorp asks the Bankruptcy Court to amend the
District Court's November 20 Order solely to increase the total
aggregate amount of bonds to be posted by the Appearing First
Lien Lenders by December 22, 2009, from $128,810,000 to
$128,958,643, to conform with the First Lien Lenders' Corrected
Accounting of Amounts Subject to Disgorgement under the Final
Judgment dated December 9, 2009.

Citicorp's counsel, Richard Craig Prosser, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., in Tampa, Florida, explains that
the Original Accounting erroneously included $487,337 in
principal and interest payments received by one non-appearing
Lender in the total received by the Appearing First Lien Lenders.
The Corrected Accounting is reduced the total interest and
principal received by the Appearing First Lien Lenders by this
amount.  Moreover, the Corrected Accounting includes professional
fees for October 2009, totaling $608,215, that were not included
in the Original Accounting, Mr. Prosser adds.  He notes that
these fees are reimbursable by the Debtors' estates pursuant to
the Fourth Final Cash Collateral Order, which requires the
Debtors to reimburse the Appearing First Lien Lenders for fees
and expenses incurred through October 31, 2009.  The Corrected
Accounting thus increases the disgorged professional fees to be
included in the bond amount by $608,215, Mr. Prosser points out.

In this light, the Corrected Accounting indicates that the
amounts subject to disgorgement by the Appearing Lenders total
$117,235,130, Mr. Prosser asserts.  As the Bankruptcy Court's
Stay Order, as modified by the District Court, requires the
posting of bonds in the aggregate amount of 110% of the
disgorgement amounts, the Appearing First Lien Lenders seek that
the bond amount be modified from $128.8 million or 110% of
$117.1 million, to $128.9 or 110% of $117.2 million.

Moreover, Mr. Prosser discloses that the Appearing First Lien
Lenders provided a draft of the Corrected Accounting to the
Official Committee of Unsecured Creditors and discussions with
the Committee concerning a potential stipulation are ongoing.
However, in order to clarify this issue before the December 22,
2009 date for the posting of bonds, the Appearing First Lien
Lenders filed their Motion to Modify so that it can be heard by
the Bankruptcy Court at a December 16, 2009 hearing.

                       Fraud Transfer Ruling

As reported by the TCR on Oct. 15, 2009, Judge John K. Olson of
the U.S. Bankruptcy Court for the Southern District of Florida has
held that the loans Citicorp North America, as administrative
agent, and certain prepetition lenders extended to TOUSA Inc. and
its affiliates barely six months before the Petition Date were
fraudulent transfers.

TOUSA, Inc. caused certain of its subsidiaries to borrow in July
2007 from certain lenders (i) a $200 million first lien term loan
with Citicorp, as administrative agent under the parties' credit
agreement, and (ii) a $300 million second lien term loan with
Citicorp as administrative agent, as subsequently replaced by
Wells Fargo Bank.  To secure the Loans, the lenders were granted
liens on substantially all of TOUSA's assets.  The proceeds of the
Loans were used to settle a litigation initiated by Senior
Transeastern Lenders against TOUSA and its subsidiary, TOUSA Homes
LP, that arose from the default on debt incurred to finance the
Transeastern Joint Venture, a business venture that TOUSA
undertook in 2005.  Certain of TOUSA's affiliates, otherwise
referred to as the "Conveying Subsidiaries," which were not
defendants in the Transeastern litigation and were not liable to
the entities that financed the Transeastern Joint Venture,
nonetheless incurred liabilities and granted liens to secure the
resolution of TOUSA Inc.'s liabilities as their parent company.

A full-text copy of Judge Olson's 182-page Findings of Fact and
Conclusions of Law dated October 13, 2009, is available for free
at http://bankrupt.com/misc/TOUSA_JudgeOlsonOct13Findings.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)


TRONOX INC: Huntsman Ready to Raise Bid, Alleges Breach of Deal
---------------------------------------------------------------
Daily Bankruptcy Review reports Huntsman Corporation says it's
prepared to increase its $415 million offer for Tronox
Incorporated in an attempt to fight off a rival bid for the
Company from a group of bondholders.

NetDockets meanwhile reports that Huntsman Corp., Huntsman
Pigments LLC and Huntsman Australia R&D on Sunday asked Judge
Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York to compel Tronox to comply with the terms of
a September 23, 2009 bidding procedures order and an August 23,
2009 Asset and Equity Purchase Agreement.

Pursuant to the August 23rd agreement, NetDockets recalls,
Huntsman Pigments and Huntsman Australia R&D agreed to act as a
stalking horse bidder for certain of Tronox's assets, offering a
purchase price of $415 million (subject to adjustments) for the
assets.  Judge Gropper entered the bidding procedures order, which
scheduled an auction for the assets for December 8, 2009 and a
sale hearing for December 10, 2009.  The Asset and Equity Purchase
Agreement also sets forth a timeline for approval of the sale and
closing of the sale, which Tronox agreed to use reasonable best
efforts to pursue.  Pursuant to the timeline, the sale order was
to be entered by December 11th (105 days after execution of the
agreement) and the order is to be final by December 31st (125
after execution).

NetDockets relates that Huntsman asserts that Tronox has failed to
comply with the terms of the agreement and the bidding procedures
order.  Specifically, Huntsman contends that Tronox sought -- and
received -- authority to adjourn the auction to December 21st and
the sale hearing to December 22nd.  According to NetDockets,
Huntsman alleges that authority was requested at a December 3rd
status conference that was held with no notice to Huntsman.
Huntsman contends that the requested adjournments and the failure
to notify Huntsman of the intent to seek such adjournments
violated the terms of the agreement.

According to NetDockets, its appears from the motion that Huntsman
believes that Tronox's decision to adjourn the auction is a result
of Tronox's negotiations with an ad hoc committee of bondholders
regarding the terms of a possible plan of reorganization.
Huntsman says the agreement does allow Tronox to terminate the
agreement if it decides to pursue an alternative "Restructuring
Transaction" that provides better value to their bankruptcy
estates.

As reported by the Troubled Company Reporter, Tronox on Monday
confirmed 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.

Tronox said the term sheet negotiations contemplate (i) debt
financing currently under negotiation and (ii) an equity
commitment of $105 million by the Ad Hoc Noteholders.  The 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.

NetDockets relates that Huntsman asserts that Tronox is not
entitled to "keep the AEPA alive, while at the same time
suspending their obligations to Huntsman" and is obligated to
comply with their best efforts obligations until the agreement is
terminated by Tronox.  The agreement also allows Tronox to pursue
a "Competing Transaction" but Huntsman asserts that the
discussions between Tronox and the bondholders also fail to comply
with those provisions of the agreement.

Huntsman has asked the Court to convene a hearing on its request
on December 17, commencing at 11:00 a.m. (Eastern).  Huntsman has
proposed that objections to its request be filed by December 16.

                         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: T. Recine Named Las Vegas VP for Food & Beverage
---------------------------------------------------------------
Tropicana Las Vegas announced that Thomas Recine has been
appointed Vice President of Food and Beverage.  Mr. Recine will
report to property president Thomas McCartney and will oversee all
aspects of food and beverage operations, planning and development.

"Tom brings a wealth of relevant experience to his post at
Tropicana Las Vegas including venue development and strategic
rebranding," said Mr. McCartney.  "We are thrilled to have him on
our team and eager to benefit from his expertise throughout the
property's transformation."

Mr. Recine has more than two decades of industry experience, most
recently as Senior Vice President of Property Operations and Food
and Beverage at Planet Hollywood Resort & Casino.  In this
position, he oversaw all food and beverage operations, catering
and banquet services, environmental services, audio visual
services as well as entertainment offerings.

Prior to joining Planet Hollywood, he spent 20 years with MGM
Mirage.  During his tenure, Mr. Recine held senior leadership
roles at New York New York, Luxor, MGM Grand, and The Mirage.

Mr. Recine is a longtime Las Vegan and an alumnus of University of
Nevada Las Vegas.

                   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)


UAL CORP: Reports November 2009 Traffic Results
-----------------------------------------------
United Air Lines, Inc., reported its preliminary consolidated
traffic results for November 2009.  The company reported a
November consolidated passenger load factor of 80.2 percent.
Total consolidated revenue passenger miles (RPMs) increased in
November by 1.8 percent on a consolidated capacity decrease of 2.7
percent in available seat miles (ASMs) compared with the same
period in 2008.

                               2009        2008   Percent
                               Nov.        Nov.    Change
                              -----       -----   -------

Revenue passenger miles ('000)
North America              4,287,765   4,332,844     (1.0%)
Pacific                    1,668,629   1,661,053      0.5%
Atlantic                   1,309,228   1,276,161      2.6%
Latin America                219,609     262,390    (16.3%)
Total International        3,197,466   3,199,604     (0.1%)
Total Mainline             7,485,231   7,532,448     (0.6%)
Regional Affiliates        1,139,801     940,003     21.3%
Total Consolidated         8,625,032   8,472,451      1.8%

Available seat miles ('000)
North America              5,270,407   5,480,158     (3.8%)
Pacific                    2,037,972   2,257,564     (9.7%)
Atlantic                   1,645,957   1,652,477     (0.4%)
Latin America                287,210     395,298    (27.3%)
Total International        3,971,139   4,305,339     (7.8%)
Total Mainline             9,241,546   9,785,497     (5.6%)
Regional Affiliates        1,506,917   1,265,444     19.1%
Total Consolidated        10,748,463  11,050,941     (2.7%)

Load factor
North America                  81.4%       79.1%   2.3 pts
Pacific                        81.9%       73.6%   8.3 pts
Atlantic                       79.5%       77.2%   2.3 pts
Latin America                  76.5%       66.4%  10.1 pts
Total International            80.5%       74.3%   6.2 pts
Total Mainline                 81.0%       77.0%   4.0 pts
Regional Affiliates            75.6%       74.3%   1.3 pts
Total Consolidated             80.2%       76.7%   3.5 pts

Revenue passengers boarded ('000)
Mainline                       4,139       4,339     (4.6%)
Regional Affiliates            2,083       1,795     16.0%
Total Consolidated             6,222       6,134      1.4%

Cargo ton miles (000)
Freight                      142,343     117,554     21.1%
Mail                          16,307      21,912    (25.6%)
Total Mainline               158,650     139,466     13.8%

                          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.


US AIRWAYS: Completed Majority Improvement Program in November
--------------------------------------------------------------
US Airways announced it has completed a series of transactions
with key business partners designed to improve its near-term and
future liquidity.  The Company will significantly reduce capital
expenditures over the next three years, eliminate the need to
access aircraft finance markets in 2010 and extend certain debt
maturities.  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.

"This is our third major strategic move in the past 100 days,
following announcements of our innovative slot transaction with
Delta Air Lines and the realignment of our network to focus on our
most profitable flying," said US Airways Chairman and CEO Doug
Parker.  "These moves are part of our continuing efforts to
improve our balance sheet and return the Company to profitability.
Our employees are continuing to run a great airline and doing a
terrific job taking care of our customers and, with these
strategic initiatives behind us, we believe US Airways is well
positioned to take full advantage of the recovering economy."

US Airways Executive Vice President and Chief Financial Officer
Derek Kerr stated, "By working with our key business and financial
partners, we have structured a series of transactions that improve
near-term liquidity by reducing capital spending and deferring
certain debt repayments.  These transactions also have eliminated
the need to fund a fleet replacement program in capital markets
that continue to be uncertain and expensive.  We appreciate all of
the support of our business partners in completing these
transactions."

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.  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.  In addition,
commencement of US Airways' Airbus A350 XWB operations, with
aircraft deliveries originally scheduled to start in 2015, will
now be postponed until 2017.  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.

"Although we will slow deliveries during the next three years,
over that period we will continue to modernize our fleet, which is
already one of the youngest in the United States.  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," said
Kerr.  "We have financing commitments for all 28 aircraft and
believe this is a more manageable delivery rate given the current
economic environment."

In addition to the aircraft deferral, US Airways has arranged
credit facilities in the amount of $95 million and $180 million of
aircraft financing commitments for the 2010 deliveries.  Also, 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.

US Airways was advised in these transactions by Seabury Securities
LLC, a unit of Seabury Group LLC.

                        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: Files S-3 Registration Under 1933 Act
-------------------------------------------------
US Airways Group, Inc., filed with the U.S. Securities and
Exchange Commission on December 3, 2009, a Form S-3 registration
statement under the Securities Act of 1933, a full-text copy of
which is available for free at:

              http://ResearchArchives.com/t/s?4b86

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: M. Gray Named as VP for Business Technology
-------------------------------------------------------
US Airways announced in November the appointment of Madeleine Gray
as vice president, business technology delivery.  Ms. Gray will
focus on airport and customer-facing technology and the systems
that support it.  She will lead a team of 110 technology
professionals within the 500-person US Airways information
technology (IT) organization.  Her appointment was approved by the
Company's board of directors.  She reports to Brad
Jensen, senior vice president and chief information officer.

Ms. Gray fills an open position within the recently restructured
IT group.  She will lead the software development team, which is
responsible for customer-facing applications, such as airport and
online check-in tools and service recovery systems

Ms. Gray joins US Airways from Southlake, Texas-based Sabre
Holdings Corporation, where she served as senior director, air
merchandising and core services, where she led a team of more
than 100 developers, analysts, product managers and systems
architects.  In this role Gray managed a $22 million portfolio of
air merchandising, schedules, inventory availability and
connectivity products and services serving 350 airlines and more
than 55,000 travel agencies.

                        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: Says Review Should Start at Present State of Industry
-----------------------------------------------------------------
In a letter to U.S. Secretary of Transportation Ray LaHood, US
Airways' Chairman and CEO Doug Parker responded to Secretary
LaHood's invitation to attend the Future of U.S. Aviation Forum
being hosted by the Department of Transportation.

In the letter, Mr. Parker shared the airline and industry's views
about the future competitiveness of the U.S. aviation industry.

"Like the DOT, we are concerned about the future competitiveness
of the U.S. aviation industry and I wanted to share some of our
views," Mr. Parker said.  "While I believe the positions stated
here are shared by most airlines, I obviously can only speak for
US Airways."

First and foremost, he said, any discussion about the future of
U.S. aviation must begin with an assessment of the current
financial state of our Nation's airlines.  The fact is our
industry is severely financially challenged because of massive
losses over an extended period.  The U.S. airline industry has
lost nearly $60 billion since 2001, with $27 billion of those
losses coming during the oil price spike and the global recession
suffered in 2008 and 2009.  As a result, most of the major
airlines have borrowed heavily against their assets and business
relationships and have little or no ability to raise additional
capital.  If we want a healthy and competitive airline business,
we simply must figure out a way to make our industry profitable
over the long term so we can attract new capital over time.
This, of course, is what every unregulated industry in the U.S.
must do to ensure it remains healthy and competitive, but for
some reason this concept often gets dismissed when well-meaning,
thoughtful people get together to discuss aviation policy.

We cannot dismiss it any longer, said Mr. Parker.  The reality is
that every important issue . . . will not just be influenced by
the industry's financial condition, but severely, if not
completely, constrained by it.

"This inability to produce long-term profits affects all of our
constituents," Mr. Parker said.  "Our employees rightfully worry
about financial and job security.  Our customers grow frustrated
with ever-changing policies and concern about service quality.
Those customers and the communities we serve worry about the
viability of their air service.  This is of particular concern to
the smaller communities of the United States, most of which are
only served by the larger and more vulnerable hub-and-spoke
airlines.

The good news is we are making important progress toward this
objective of sustainability and have taken important steps toward
long term industry profitability, Mr. Parker continued.  The
industry has taken aggressive and swift measures to improve
performance and create stability.  "We have reduced U.S. capacity
in the last two years to better meet demand.  The mergers of US
Airways-America West and Delta-Northwest have helped to modestly
consolidate an overly fragmented industry.  We have instituted a
la carte revenue programs that better match the cost to consumers
with the services they use.  We have reduced our expenses through
aggressive cost management.  We are improving operations as
evidenced by the September Air Travel Consumer Report issued by
DOT earlier the week.  Industry on-time performance was 86.2%,
the highest since 2003; cancellations declined by 70% versus
September 2008; mishandled baggage declined by 22% and consumer
complaints to the DOT declined 12%.  And, of course, we
accomplished all of this while maintaining an uncompromising
commitment to safety and operating the safest aviation system in
the world under the oversight of the FAA. "

The result of all of this progress is that some analysts are
actually projecting the U.S. airline business will be breakeven
to slightly profitable in 2010.  This alone won't be enough to
ensure the viability of the industry over the longer term, but it
certainly would be a first step in the right direction, Mr.
Parker explained.  But the challenge will remain -- how does our
industry achieve the level of sustainable profitability necessary
to achieve our objectives and those of our constituents?
Historically, at the first sign of airline profitability, changes
have been made to make it harder for us to succeed.  Many of
these changes have been made by airline management (adding new
airplanes, signing labor contracts that can't be met, etc.) but
many others have been imposed on us by our government in the form
of new taxes, fees, unfunded mandates or increased regulation,
Mr. Parker said.

"We are hopeful that the current airline management teams have
learned from the mistakes of the past.  But we would also ask
this Administration to be careful not to repeat the mistakes of
your predecessors.  It is important to note that, despite our
challenges, no one in the airline industry is looking for a
government bailout or the kind of assistance that was provided
the banking, insurance and automobile industries.  To the
contrary, our request is to simply let us run our businesses,
continuing on the path of progress we have already successfully
begun," he said.

In short, our request of the Administration as it relates to U.S.
aviation is "Do No Harm." The "Do No Harm" prescription means two
things as it relates to aviation policy.  First, please do not
impose any additional taxes, fees or unfunded mandates on this
already over-taxed industry.  Second, please allow us the ability
to fix our industry through rational business decisions and
actions and self-help mechanisms, Mr. Parker explained.

As it relates to taxes and fees, in 2008, U.S. airlines paid
nearly $18 billion in federally levied or approved special
aviation taxes/fees, notes Mr. Parker.  That's up from $12
billion in 2000.

"In summary, we believe that if we are to have a viable,
competitive U.S. aviation industry then we must work together to
enable the industry to become sustainable and profitable over the
long-term.  This is not just one objective in a plan for success,
but an imperative that must be met if we are to be successful on
other objectives that are shared by DOT, the airline industry,
our employees, customers and investors.  To do this, we simply
ask the Administration to allow us to compete, not impose any new
taxes, fees, or costly mandates and support our efforts to make
and execute rational business decisions," Mr. Parker maintains.

                        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.


UTGR INC: To End Dog Racing as Part of Bankruptcy Reorganization
----------------------------------------------------------------
The Associated Press reports Twin River, Rhode Island's only dog
track, is seeking to end racing as part of bankruptcy
reorganization.

AP notes activists who alleged mistreatment of dogs led an effort
that resulted in Massachusetts voters banning dog racing on
January 1, 2010.  Vermont and Maine have also outlawed racing.

AP relates New Hampshire's two tracks ended live racing earlier
this year for financial reasons and Connecticut's last greyhound
track closed in 2006.

The Troubled Company Reporter, citing Bloomberg's Bill Rochelle,
said on November 20, 2009, UTGR received court approval of a
settlement agreement with the Rhode Island Greyhound Owners
Association Inc.

UTGR said the settlement is "the most significant operational
restructuring to be achieved."  UTGR's racetrack-casino was losing
$9 million a year under the parties' existing contract.

The settlement calls for paying the association $2 million up
front and another $3 million in installments over one year
following confirmation of a Chapter 11 plan.  In exchange, the
association will allow the termination of the pact, which it says
would have entitled it to damages of $99 million.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  Donlin Recano serves
as claims and notice agent.  In its bankruptcy petition, the
Company estimated assets of less than $500 million and debt
exceeding $500 million.


VISTEON CORP: Debt Recovery Buys Philips' $613,600 Claim
--------------------------------------------------------
Three more creditors informed the Court that they intend to
transfer each of their claims against Visteon Corp. to these
entities:

                                                      Claim
Transferor               Transferee                   Amount
----------               ----------                  -------
BYK Gardner Inc          Claims Recovery Group LLC   $10,759

Philips Automotive       United States Debt
Lighting North America   Recovery III L.P.           613,676

Ameri Chem I Inc         Liquidity Solutions, Inc.   199,155

              Philips Automotive Opposes Transfer

Philips Automotive Lighting North America, a division of Philips
Electronics North America Corporation, Philips Lumileds Lighting
Company, LLC, and Assembleon America, Inc., object to the
transfer to United States Debt Recovery LLC of the claims of PLLC
and AAI.

The Philips Companies are suppliers to and creditors of one or
more of the Debtors, and each has timely asserted one or more
claims against the estates.

Emiel Jorgerius, director of Finance for PALNA, executed the
Transfer of Claim.  By way of the transfer, PALNA indicated its
intention to assign and transfer to US Debt Recovery certain
claims that belong to PALNA, and inadvertently indicated an
intention to assign to US Debt Recovery Claim Nos. 498 and 1848,
which claims did not belong to it.

PLLC and AAI maintain that they did not execute the Transfer nor
give authority to PALNA or any agent or representative of PALNA
to execute the transfer on their behalf.

The Philips Companies thus ask the Court to vacate and strike the
transfer.

Subsequently, United States Recovery III, L.P., withdrew the
purported transfer of the PALNA $613,676 claim.

                        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: E. Burgess Wants to File Late Claim
-------------------------------------------------
Earl Thomas Burgess is an unsecured creditor of Visteon
Corporation as a result of certain causes of action that arose
during his employment with Visteon and Ford Motor Company in
Tennessee.  Mr. Burgess filed a complaint in Tennessee in the
Chancery Court for Davidson County, asserting three claims
against Ford Motor Company, Visteon Corp., and Visteon Automotive
Components Holdings, LLC, for breach of contract, promissory
estoppel, and unjust enrichment.

Mr. Burgess asserts that he did not receive a copy of the bar
Date Notice but only received a form of proof of claim during the
early part of November 2009, after the Bar Date has passed.  Mr.
Burgess notes that he filed his proof of claim on November 20,
2009.

Mr. Burgess thus asks the Court to allow his proof of claim as
timely filed.

                        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 Expand E&Y Services
------------------------------------------
Visteon Corp. and its units seek the Court's authority to expand
the scope of Ernst & Young LLP's services to include certain risk
and business process control assistance in connection with Visteon
Corp.'s implementation of fixed asset valuation-related software,
nunc pro tunc to November 2, 2009.

The Debtors tell Judge Sontchi that they have determined that
they are in need of risk and business process control assistance
from E&Y related to these phases of their fixed asset management
software implementation:

(a) Planning:

       * Review of the baseline plan and other project
         management activities as defined by the Debtors'
         project management office.

(b) Business Process Design:

       * Assess Fixed Asset business requirement as they relate
         to fresh-start accounting;

       * Assess critical reports and application controls;

       * Assist management with the documentation of IT general
         control processes and coordination of certain control
         processes;

       * Assess future state processes, data flows, and work
         instructions;

       * Assist management with the documentation and
         coordination of training;

       * Assess application security model;

       * Assist management with the documentation of certain
         planning strategy;

       * Oversee and manage the asset inventory procedures for
         the Corporate Headquarters location; and

       * Assist management with the documentation of the
         Application Control Review package.

(c) Assessment of Configuration and Testing Assistance:

       * Assess alignment of system design with business
         requirements;

       * Assist functional business areas in facilitating
         integration points;

       * Assist management with the documentation of test
         scripts for system/user acceptance testing;

       * Coordination of test script execution and follow-up on
         identified defects; and

       * Assist management with the documentation of interim
         manual processes that may be necessary due to late
         implementation of customizations, schedule for
         migration of historical books, or other planed system
         integrations.

(d) Deployment Assistance:

       * Assist management in the coordination and documentation
         of deployment activities.

The Debtors will reimburse Ernst & Young for reasonable and
necessary expenses incurred in connection with services,
including without limitation, travel, meals, accommodations,
telephone, photocopying, messenger services and other expenses
incurred.

The Debtors will pay Ernst & Young with regards to the additional
services pursuant to these rates:

  A. For services prior to January 1, 2010

         Level                    Hourly Rate
         -----                    -----------
         Partner/Executive           $300
         Senior Manager              $240
         Manager                     $190
         Senior Professional         $140
         Staff                       $105
         CSA/Intern                   $60

  B. For services after January 1, 2010

         Level                    Hourly Rate
         -----                    -----------
         Partner/Executive           $356
         Senior Manager              $252
         Manager                     $204
         Senior Professional         $158
         Staff                       $128
         CSA/Intern                   $64

Ernst & Young assures the Court that it is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code as required by Section 327(a).

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)


WALKING CO: Wants 30-Day Extension of Schedules Filing Deadline
---------------------------------------------------------------
The Walking Company has asked the Hon. Robin L. Riblet of the U.S.
Bankruptcy Court for the Central District of California to extend
by an additional 30 days until January 20, 2010, the deadline for
the filing of schedules of assets and liabilities, schedule of
current income and expenditures, schedule of executor contracts
and unexpired leases, and statement of financial affairs.

The Company says that it won't be able to complete its schedules
within the 14-day day deadline because it is managing numerous
competing demands, including right-sizing its lease portfolio and
managing the associated store-closing sales and rapid reduction in
inventory, as well as matters required by the U.S. Trustee like
the submission of its seven-day package, closing its books,
preparing of monthly operating reports and schedules.

Headquartered in Santa Barbara, California, The Walking Company --
dba Alan's Shoes, Footworks, Overland Trading Co, Sole Outdoors,
Martini Shoes, and TWC Acquisition Corporation -- consists of two
distinct retail operations, which are largely focused on TWC,
which is a leading specialty retailer of comfort footwear,
operating 210 stores in premium malls across the nation.

The Walking Company filed for Chapter 11 bankruptcy protection on
December 7, 2009 (Bankr. C.D. Calif. Case No. 09-15138).  Its
affiliate, Big Dog USA, Inc., also filed for bankruptcy (Case No.
09-15137).  Andy Kong, Esq., at Arent Fox LLP assists the Debtors
in their restructuring efforts.  The Walking Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


WALKING CO: Wants Tiger Capital as Liquidation Consultant
---------------------------------------------------------
The Walking Company has asked for authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Tiger Capital Group LLC as liquidation consultant, effective
December 7, 2009.

Tiger will advise and assist the Debtor's management on its plans
to close stores, identify and select stores, negotiate with
landlords and other interested parties with respect to closings.

The Debtor will pay Tiger an initial fee of $75,000 for the firm's
services.  The fee will be paid in weekly installments of $10,000,
with the last installment being for $5,000, with the first payment
due the week of December 14, 2009.  Any additional fee will be
mutually agreed upon by the Debtor and Tiger, with the consent of
Wells Fargo Retail Finance, LLC.

Albert T. Nassi, a principal of Tiger, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Santa Barbara, California, The Walking Company --
dba Alan's Shoes, Footworks, Overland Trading Co, Sole Outdoors,
Martini Shoes, and TWC Acquisition Corporation -- consists of two
distinct retail operations, which are largely focused on TWC,
which is a leading specialty retailer of comfort footwear,
operating 210 stores in premium malls across the nation.

The Walking Company filed for Chapter 11 bankruptcy protection on
December 7, 2009 (Bankr. C.D. Calif. Case No. 09-15138).  Its
affiliate, Big Dog USA, Inc., also filed for bankruptcy (Case No.
09-15137).  Andy Kong, Esq., at Arent Fox LLP assists the Debtors
in their restructuring efforts.  The Walking Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


WALKING CO: Wants to Conduct Store Closing Sales at 90 Stores
-------------------------------------------------------------
The Walking Co. has sought authorization from the U.S. Bankruptcy
Court for the Central District of California to conduct store
closing sales at 90 underperforming stores during the holiday
season.

The Debtor says that to efficiently manage the shutdown of the
large number of stores that must be closed, it needs to reduce
store inventory levels to a manageable level without having to
deeply discount inventory.  According to the Debtor, mall traffic
will drop off by 50% after the holiday season.  The associated
decline in sales will impact certain seasonal or gift categories
of inventory particularly heavily, and it is these inventory
categories that comprise the bulk of the Debtor's excess
inventory.

The Debtor states that the store closing procedures it is
proposing are modeled closely on its very successful wind down of
the Big Dog stores, which enabled the Debtor to recover
substantially all of its inventory costs, unlike proposals from
traditional inventory liquidators that had estimated recoveries of
30-40% of inventory costs.  The Debtor says that generating higher
revenues by conducting store closing sales during the holiday
season and by following the store closing procedures will let the
Debtor pay down a greater amount of its obligations to its senior
secured lender, Wells Fargo Retail Finance, which the Debtor
anticipates will provide exit financing.

The Debtor also asked for the Court's approval to adopt customary
rejection procedures to govern any rejections of unexpired non-
residential real estate leases, including those associated with
the unprofitable stores (the Underperforming Leases).  The Debtor
already ceased operations at the closed locations, removed its
personal property from the locations, and turned over possession
to the landlords in broom-clean condition.  The Debtor says that
it can no longer generate the funds needed to continue to run all
of its stores, and the underperforming stores represent a
significant drain on the Debtor's resources.  The aggregate
monthly rent for the 90 locations is $1.1 million.

The Debtor proposes that on or before the applicable rejection
date with respect to each lease, the Debtor and/or its agents will
vacate the premises in the same condition as on the Petition Date,
ordinary wear and tear excepted.  The Debtor also determined that
the rents under the closed store leases are above-market and the
assignment or sublease of the leases is impracticable, as the
rental market for the closed locations has further declined since
the locations were first identified for closure, such that the
leases have no value that could be captured for the benefit of its
estates.

A copy of the protocol for store closing/liquidation/going out of
business sales is available for free at:

http://bankrupt.com/misc/WALKING_CO_store_closing_procedures.pdf
http://bankrupt.com/misc/WALKING_CO_gob_sales.pdf

Landlords affiliated with Simon Property Group and landlords
affiliated with GGP Limited Partnership, The Taubman Company and
Federal Realty Investment Trust (the Objecting Landlords) have
objected the Debtor's store closing sales and lease rejection
requests, saying that the Debtor hasn't fully explain the
objectives of the Debtors' "two-step" approach to the conduct of
the store closing sales.

According to the Objecting Landlords, the Debtor's proposed
characterization of its inventory reduction sales as store closing
sales is potentially misleading and may run afoul of state
consumer protection laws, exposing the Debtor and the landlords to
liability.  The Objecting Landlords say that the characterization
of the proposed sales as store closing sales or the representation
in signage that "This Store Closing" shouldn't be permitted if the
Debtors and WFRF want to maintain the option to keep secondary
stores or targeted stores open should the Debtor's efforts to
renegotiate those leases be successful.

The Objecting Landlords are also asking that the Debtor define
"regular inventory".

The Objecting Landlords claimed that the Debtor's proposed store
closing procedures are inadequate and incomplete, omitting
important details and potentially leaving too much discretion with
the Debtors, in contravention of the bargained for rights of the
landlords and their shopping center tenants.  The Objecting
Landlords say that the store closing procedures lack many
important features found in the sale guidelines approved by other
bankruptcy judges and other national retail cases throughout the
Ninth Circuit.  The Objecting Landlords are asking that the
proposed sale guidelines be modified.

The Objecting Landlords contend that the proposed store closing
procedures fail to contain any proposed procedure for the
resolution of disputes concerning liquidation sales.

The Objecting Landlords are represented by Ivan M. Gold, Esq., at
Allen Matkins Leck Gamble Mallory & Natsis LLP.

Headquartered in Santa Barbara, California, The Walking Company --
dba Alan's Shoes, Footworks, Overland Trading Co, Sole Outdoors,
Martini Shoes, and TWC Acquisition Corporation -- consists of two
distinct retail operations, which are largely focused on TWC,
which is a leading specialty retailer of comfort footwear,
operating 210 stores in premium malls across the nation.

The Walking Company filed for Chapter 11 bankruptcy protection on
December 7, 2009 (Bankr. C.D. Calif. Case No. 09-15138).  Its
affiliate, Big Dog USA, Inc., also filed for bankruptcy (Case No.
09-15137).  Andy Kong, Esq., at Arent Fox LLP assists the Debtors
in their restructuring efforts.  The Walking Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


WALKING CO: Wants to Employ CTG as Financial Advisor
----------------------------------------------------
The Walking Company has sought permission from the U.S. Bankruptcy
Court for the Central District of California to hire Clear
Thinking as Financial Advisor, effective December 7, 2009.

Lee Diercks, a partner at CTG, says that the firm will, among
other things:

     (a) assist with the preparation of schedules, budgets and
         court related reporting;

     (b) assist in arranging debtor-in-possession financing for
         the Debtor, as requested;

     (c) assist in the development of financial data and
         presentations to the Debtor's Board of Directors,
         creditors, and other third parties as requested; and

     (d) providing expert witness testimony concerning any of the
         subjects encompassed by the other financial advisory
         services as requested.

CTG will be paid based on the hourly rates of its professionals:

                Partner                   $450
                Managing Director         $400
                Manager                   $350
                Sr. Consultant            $275
                Consultant                $225
                Analyst                   $150
                Administrative             $75

Mr. Diercks assures the Court that CTG is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Santa Barbara, California, The Walking Company --
dba Alan's Shoes, Footworks, Overland Trading Co, Sole Outdoors,
Martini Shoes, and TWC Acquisition Corporation -- consists of two
distinct retail operations, which are largely focused on TWC,
which is a leading specialty retailer of comfort footwear,
operating 210 stores in premium malls across the nation.

The Walking Company filed for Chapter 11 bankruptcy protection on
December 7, 2009 (Bankr. C.D. Calif. Case No. 09-15138).  Its
affiliate, Big Dog USA, Inc., also filed for bankruptcy (Case No.
09-15137).  Andy Kong, Esq., at Arent Fox LLP assists the Debtors
in their restructuring efforts.  The Walking Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


WEGENER CORP: Receives Non-Compliance Notice From Nasdaq
--------------------------------------------------------
Wegener Corporation disclosed that on December 9, 2009, it
received a letter from The Nasdaq Stock Market indicating that the
Company's securities will be delisted from Nasdaq at the opening
of business on December 16, 2009, and a Form 25-NSE will be filed
with the Securities and Exchange Commission (the "Commission")
which will remove the Company's securities from listing and
registration on Nasdaq.  However, the December 9th Letter also
indicated that an official appeal by the Company to the Nasdaq
Hearing Panel would stay the suspension of the Company's
securities and the filing of the Form 25-NSE pending the Panel's
determination.  On December 11, 2009, the Company officially filed
an appeal with the Nasdaq Hearing Panel.

As previously reported in a Form 8-K as filed with the Commission
on August 22, 2008, the Company previously received a notice from
Nasdaq indicating that for the last 30 consecutive business days,
the bid price of the Company's common stock had closed below the
minimum $1.00 per share requirement for continued inclusion under
Marketplace Rule 4310(c)(4).  The notice also stated that the
Company had been provided with 180 calendar days, or until
February 17, 2009, to regain compliance in accordance with
Marketplace Rule 4310(c)(8)(D).  On October 16, 2008, Nasdaq
announced it had temporarily suspended enforcement of the minimum
bid price and minimum market value of publicly held shares through
January 16, 2009.  A subsequent suspension announced by Nasdaq
extended the enforcement date through July 31, 2009, which gave
the Company until December 7, 2009, to regain compliance with the
Marketplace Rule.  Because the Company was not in compliance with
the Marketplace Rule or The Nasdaq Capital Market initial listing
criteria on December 7, 2009, the Nasdaq staff sent the December
9th Letter.

Also as previously reported in a Form 8-K as filed with the
Commission on December 3, 2009, on November 30, 2009, the Company
received a notice from Nasdaq indicating that the Company's
shareholders' equity as of August 28, 2009, did not meet the
minimum requirement of $2,500,000 for continued listing as set
forth in Continued Listing Standards for Primary Equity Securities
Rule 5550(b).  In addition, the Notice stated that, as of
November 27, 2009, the Company did not meet the Equity Rule's
listing alternatives of (i) a market value of listed securities of
$35 million, or (ii) net income from continuing operations of
$500,000 in the most recently completed fiscal year or in two of
the last three most recently completed fiscal years.

The Company intends to address the issues relating to the Equity
Rule as part of the Wegener Appeal relating to the Marketplace
Rule.  In particular, the Company currently intends to exercise
its right, as provided under Nasdaq procedures, to present a plan
to regain compliance with the Equity Rule, including a time line
for compliance, at a hearing before the Nasdaq Hearing Panel.

No assurances can be given that the Wegener Appeal and submission
of a plan for compliance, if made and presented, will be
successful.  The Company's securities will continue to be listed
on Nasdaq during this appeal process.

                          About WEGENER

WEGENER(R) (Wegener Communications, Inc.), a wholly-owned
subsidiary of Wegener Corporation -- http://www.wegener.com/--
is an international provider of digital video and audio solutions
for broadcast television, radio, telco, private and cable
networks.  With over 30 years experience in optimizing point-to-
multipoint multimedia distribution over satellite, fiber, and IP
networks, WEGENER offers a comprehensive product line that handles
the scheduling, management and delivery of media rich content to
multiple devices, including video screens, computers and audio
devices.  WEGENER focuses on long- and short-term strategies for
bandwidth savings, dynamic advertising, live events and affiliate
management.

WEGENER's product line includes: iPump(R) media servers for file-
based and live broadcasts; COMPEL(R) Network Control and COMPEL(R)
Conditional Access for dynamic command, monitoring and addressing
of multi-site video, audio, and data networks; and the Unity(R)
satellite media receivers for live radio and video broadcasts.
Applications served include: digital signage, linear and file-
based TV distribution, linear and file-based radio distribution,
Nielsen rating information, broadcast news distribution, business
music distribution, corporate communications, video and audio
simulcasts.


WORKSTREAM INC: Closes Note Exchange and Restructuring
------------------------------------------------------
Workstream Inc. has entered into separate Exchange Agreements with
each of the holders of its $19 million in senior secured
promissory notes pursuant to which, among other things, each
holder exchanged its senior secured note for:

(i) a new senior secured non-convertible note for $9.5 million,
(50% of outstanding notes) interest accrues at an annual rate of
9.5%, compounds quarterly basis and is payable, together with
principal, on the maturity date, which is July 31, 2012 for all of
the notes; (ii) a senior secured convertible note that is
convertible into the Company's common shares at a conversion price
of $.25, for $6,650,000 (35% of outstanding notes); and (iii) a
senior secured convertible note that is convertible into the
Company's common shares at a conversion price of $.10, for
$2,850,000 (15% of outstanding notes).

"In summary, we have extended the maturity of our notes out 32
months to July 2012, provided an equity feature to our note
holders allowing the Company more time to build our business with
them, and as partners, share in our success while we continue to
grow," said Michael Mullarkey, Chief Executive Officer.

Mr. Mullarkey further stated that, "Our note holders have been
working with us in an effort to improve our balance sheet and
create long-term value.  One of our note holders, increased their
ownership, and now owns more then half of the notes, understanding
the growing market in SaaS Software and the strong products and
customers Workstream serves.  We can now move the Company forward
with a new management team, balanced capital structure and a focus
on our business."

The aggregate principal amount of the notes issued pursuant to the
Exchange Agreements with the Company's note holders is
$21,511,000.  Each note is secured by a lien on all of the assets
of the Company and its subsidiaries.  Interest on each Note
accrues at an annual rate of 9.5%. Interest on the convertible
notes compounds on a quarterly basis and is payable, together with
principal, on the maturity date, which is July 31, 2012 for all of
the notes.  Interest on the non-convertible notes compounds on a
quarterly basis and is payable on the maturity date, while
principal is payable on a quarterly basis pursuant to an agreed
upon schedule.  Upon the occurrence of an event of default, as
defined in the notes, a holder may require the Company to redeem
all or a portion of such holder's notes.  Upon a disposition of
assets or liquidity event (each as defined in the notes), the
Company is required to use 100% of the net proceeds to redeem the
notes. Each note contains customary covenants with which the
Company must comply.  Each subsidiary of the Company has agreed to
guarantee the obligations of the Company under each note. More
details will be in the Company 8K.

                         About Workstream

Workstream -- http://www.workstreaminc.com/-- provides on-demand
compensation; performance and talent management solutions and
services that help companies manage the entire employee lifecycle
-- from recruitment to retirement.  Workstream's Talent Center
provides a unified view of all Workstream products and services
including Recruitment, Performance, Compensation, Development and
Transition.  Access to Talent Center is offered on a monthly
subscription basis under an on-demand software delivery model to
help companies build high performing workforces, while controlling
costs.  With offices across North America, Workstream services
customers including Chevron, Kaiser Permanente and Nordstrom.


WORLDSPACE INC: Committee Considers De-Orbiting Satellite Plan
--------------------------------------------------------------
Chris Forrester at Rapid TV News says representative of the
Official Committee of Unsecured Creditor of Worldspace Inc. have
considered plans for de-orbiting the company's two satellites.
Liberty Media unit is in control of the company.  A person with
knowledge of the matter said Liberty Media is working with Sirius
satellite radio to expand its pay-radio service internationally.

orldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
Nos. 08-12412 to 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


XERIUM TECHNOLOGIES: Lenders Extend Loan Covenant Waiver
--------------------------------------------------------
Xerium Technologies, Inc., has negotiated a non-binding framework
for a comprehensive recapitalization term sheet with a steering
committee of its lenders.  The lenders have extended the existing
loan covenant waiver through February 1, 2010, in order to
facilitate continued negotiations.

This extended waiver provides the lenders' forbearance over
certain financial loan covenants for the third and fourth quarters
of 2009 and any potential cross defaults with the interest rate
hedges the Company has in place, subject to certain conditions.
Other provisions of the extended waiver require the Company and
the agent for the lenders to use their best efforts to execute a
term sheet for the recapitalization of the Company's debt and
equity, consistent with the framework negotiated between the
lenders' steering committee and the Company, not later than
December 31, 2009.  If such term sheet is not executed by then,
the waiver may be terminated by the agent upon five business days
notice.

"While there can be no assurance that we will complete these
negotiations in the time frame specified and no assurance that the
required one hundred percent of lenders will vote in favor of any
transaction substantially consistent with the framework in order
to implement the recapitalization without court assistance, we are
working diligently and in a timely manner to finalize these
activities," commented Stephen R. Light, Xerium's Chairman, CEO
and President.

The non-binding framework currently provides that (a) a
significant amount of debt would be converted to equity in the
Company, constituting substantially more than a majority of
ownership of the Company, (b) existing shareholders would retain a
meaningful minority equity ownership interest in the Company and
(c) the Company would receive a new multi-million dollar term loan
maturing in 2015 and a new revolving credit agreement.  The
precise equity ownership split between the lenders and the
existing shareholders, as well as the amount of term and revolver
debt, is subject to adjustment from the framework agreement
targets, based upon a financial and cash flow forecast the Company
is currently preparing.  It is contemplated that Xerium would seek
to maintain its public listing status on the NYSE throughout this
process, though there is no assurance this will ultimately be
possible.

"I am very pleased with our progress toward significant debt
reduction, both through operational improvements throughout the
Company and through the recapitalization transaction," said
Mr. Light.  "This framework is consistent with our three part
operating strategy, launched in early 2008, of reducing our debt
load, introducing new products that our customers value and
maximizing the contribution of our employees.  We target
finalizing our term sheet negotiations prior to year end and
moving on to the implementation stage of our debt restructuring.
I encourage investors to consider this announcement with the more
detailed discussion of business risks contained in our Form 10-Q
issued for the third quarter of 2009.  We look forward to
completing our debt restructuring and believe we will be well
positioned for success in our competitive marketplace when this is
accomplished."

                    About Xerium Technologies

Xerium Technologies, Inc., is a leading global manufacturer and
supplier of two types of consumable products used primarily in the
production of paper: clothing and roll covers.  The Company, which
operates around the world under a variety of brand names, utilizes
a broad portfolio of patented and proprietary technologies to
provide customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs.  With 32 manufacturing facilities in 13
countries around the world, Xerium has approximately 3,300
employees.


XIOM CORP: Becomes Unit of Environmental Infrastructure Holdings
----------------------------------------------------------------
Environmental Infrastructure Holdings Corp., and its wholly owned
subsidiary, XIOM Corp. on December 7, 2009, entered into a
Membership Interest Purchase Agreement dated as of December 7,
2009, by and among Environmental Infrastructure, XIOM, and each of
the persons who held membership interests in Equisol, LLC.

Pursuant to the Purchase Agreement, Environmental Infrastructure
acquired all of the issued and outstanding membership interests of
Equisol, and in exchange, the Sellers received shares of common
stock of Environmental Infrastructure representing 40% of the
issued and outstanding shares of the common stock of Environmental
Infrastructure on a fully diluted basis.

In connection with the Acquisition and immediately prior thereto,
XIOM reorganized into a holding company structure, with XIOM
becoming a wholly owned subsidiary of Environmental
Infrastructure, and Environmental Infrastructure becoming the
public reporting company.

As a condition to the closing of the Acquisition, Environmental
Infrastructure and XIOM raised a total of $705,000 in capital for
working capital purposes of Environmental Infrastructure.

The Purchase Agreement contains customary representations,
warranties and covenants (including indemnification covenants) of
Environmental Infrastructure, XIOM and the Sellers.

Each of Michael D. Parrish, President and CEO of Equisol, and Kurt
M. Given, Chief Operating Officer of Equisol, is a Seller under
the Purchase Agreement.  As a result of the Acquisition, Messrs.
Parrish and Given will own roughly 24% and 14%, respectively, of
the issued and outstanding common stock of Environmental
Infrastructure.  Upon the completion of the Acquisition, Messrs.
Parrish and Given were elected to the Board of Directors of
Environmental Infrastructure, and Mr. Parrish was named President,
CEO and Chairman of Environmental Infrastructure.

Equisol is an equipment solutions provider, delivering
environmentally friendly products, services and engineering
solutions to its customers.  Equisol has a broad range of
services, including those identified below, and a national
presence that makes it different from any other consulting,
manufacturing, distribution, engineering or service company in the
environmental industry.

Consulting -- On-site system reviews/audits and phone consultation
services to answer questions on existing equipment systems to help
customers determine the best available technology for their
application needs.

Design -- Equipment solutions that meet both customer's
application needs and their budgets.  The solutions can range from
simple feed and control systems to full turn-key equipment
packages.

Sales -- Access to a wide range of products that represent the
best available technology in the water industry.  Equisol's model
is unique because Equisol can procure from many different
suppliers instead of being tied to a few key principle suppliers
that may not have the best solution for an application.  Equisol
can sell complete equipment systems, basic Maintenance, Repair,
and Operations components, or spare parts depending upon the need
of a customer.

Fabrication -- To eliminate the need to build equipment systems
on-site from many different pieces and parts, Equisol can have
systems fabricated as a complete turn-key skid and delivered to
the plant.  This provides a way to test the equipment prior to
delivery and decrease the time needed for installation. Complete
documentation, drawings, and system P&IDs are provided for each
system.

Installation -- Equisol uses its expertise to make sure the right
equipment is installed correctly every time. With installation,
Equisol also offer start-up and commissioning services as well as
operator training.  Equisol also has certified tank installers on
staff to meet storage compliance and certification needs of
customers.

Services -- Both preventative maintenance and emergency response
services to ensure customers' automation and instrumentation
equipment is functioning properly.

                         About XIOM Corp.

Headquartered in West Babylon, New York, Xiom Corp. (OTC BB: XMCP)
-- http://xiom-corp.com/-- manufactures industrial based thermal
spray coating systems in the United States.  It offers XIOM 1000
Thermal Spray system, which is used to apply plastic powder
coatings on steel, aluminum, and non-ferrous substrates, as well
as on wood, plastic, masonry, and fiberglass.  The company also
offers plastic powders designed specifically for thermal spraying.
XIOM Corp. sells its spray systems directly to commercial
customers and coating contractors.  The company has introduced a
new high production rate spray gun, the XIOM 5000, which sprays up
to five times as fast as the current Xiom 1000 gun and has many
benefits over the present technology.

Xiom's balance sheet at June 30, 2009, showed total assets of
$1,961,561 and total liabilities of $2,874,092, resulting in a
stockholders' deficit of $912,531.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company stated that it has a
stockholders' deficit as of June 30, 2009, and incurred a net loss
for the three and nine months then ended.  However, the Company
has seen steady sales orders for the patented industrial thermal
spray technology and related powder formulas.  Furthermore, the
Company plans to continue raising capital through a series of
private placement transactions during the next 12 months.  It also
plans to continue to expand sales by significantly increasing
domestic marketing efforts, including pursuing major contracts
through its network of strategic alliance relationships.  As a
result of these factors, management believes it will have
sufficient resources to meet the Company's cash flow requirements
for at least 12 months.


YL WEST: U.S. Trustee Set Meeting of Creditors for January 5
------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in YL West 87th Street, LLC's Chapter 11 case on January 5, 2010,
at 3:00 p.m.  The meeting will be held at the Office of the U.S.
Trustee, 80 Broad Street, Fourth Floor, New York City.

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.

New York-based YL West 87th Street, LLC, is owned by YL West 87th
Holdings I. LLC.  The Company filed for Chapter 11 bankruptcy
protection on November 13, 2009 (Bankr. S.D.N.Y. Case No. 09-
16786).  YL West 87th Holdings also filed for bankruptcy.  Brian
J. Hufnagel, Esq., and Gary M. Kushner, Esq., at Forchelli, Curto,
Deegan, Schwartz, Mineo, Cohn & Terrana, LLP, assist YL West 87th
Street in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


* Dubai's New Restructuring Law Aims to Calm Creditors
------------------------------------------------------
Law360 reports that with $10 billion of funding coming from Abu
Dhabi, the government of Dubai introduced a new restructuring law
on Monday to give the state-owned Dubai World the power to file
for bankruptcy protection, in a move that attorneys say will help
pacify creditors, many of whom are based in Europe and the United
States.


* Fitch Sees Light at the End of the Tunnel for US Homebuilders
---------------------------------------------------------------
With various macroeconomic housing and related statistics
bottoming about mid-year 2009 and subsequently moving forward in
fits and starts, a four-year downturn has evidently come to an end
for U.S. homebuilders, according to Fitch Ratings in its outlook
report for the sector.

While Fitch maintains a Negative Outlook for U.S. homebuilding in
2010, the expected conclusion of the national housing credit has
positively influenced housing data over the last few months.
Pending home sales, existing home sales, single family housing
starts and single family new home sales have been generally
showing improvement after bottoming out earlier this year.  The
same holds true for new home inventories, home pricing and
consumer and builder sentiment.  Importantly, the U.S. economy
apparently moved from recession to expansion in third quarter-2009
(3Q'09).  However, challenges remain, especially the expected
upcoming surge in delinquencies and foreclosures for both Alt-A
and option adjustable-rate mortgages.

Fitch raised its forecasts for starts and new home sales earlier
this year, the first positive adjustments in these metrics in over
three years.  Nevertheless, Fitch anticipates that the early
stages of this expansion may be more muted than the average.

During the first 12-15 months off the bottom, the recovery may
appear jaw-toothed as substantial foreclosures now in the pipeline
present as distressed sales, and as meaningful new foreclosures
arise from Alt-A and option ARM resets.  High unemployment rates
and the probable tightening of certain FHA loan standards (higher
minimum credit scores for new borrowers and greater upfront cash
requirements) will be notable headwinds early in the upcycle.

"The continuation and expansion of the national housing credit
should partially help offset expected seasonal declines during the
winter months through the spring of 2010," said Managing Director
and lead U.S. homebuilding analyst Robert Curran.  "The federal
government's continuing efforts to moderate foreclosures may also
show some success in 2010."

Despite having fewer competitors, public builders will continue to
be challenged and need to maintain tight controls over costs and
expenses during 2010.

Ratings Rationale:

Housing continues to be weak.  Fitch expects that the public
builders by and large to typically stabilize their aggregate land
positions over the next 6-to-12 months or selectively add to
owned, developed lot holdings.  The still irregular flow of
appropriately priced land from banks and others tends to support
this conclusion.

"With operational and financial pressures moderating to some
extent, most public homebuilders have to operate successfully
within this still challenging environment or wither away," said
Curran.  Companies have to at least maintain current cost profiles
or continue to downsize to the point where they can remain/be
profitable (excluding nonrecurring real estate charges).  That
means possible further moderate cuts in staffing and other
overhead, as well as other cost reductions.

The builders' gross profit margins and selling, general, and
administrative expense/sales ratios will confirm the success of
their efforts.

The public homebuilders cannot significantly influence revenue
trends and profitability at present, but they can manage their
balance sheets and their liquidity.  In a period when liquidity is
still an issue for all U.S. companies, Fitch believes that,
overall, the U.S. homebuilding sector has adequate liquidity.
However, some weaker companies face greater liquidity risk.  Many
companies in this sector have generated meaningful free cash flows
over the past 12 months while terming out borrowings, and for some
maintaining access to committed bank facilities, which together
provide room to handle maturities and fund working capital needs
over the next year and beyond.  Admittedly, most facilities have
been substantially slimmed down as builders sought covenant relief
in amendments.

For certain builders, cash flow has been enhanced by relatively
recent debt offerings, large land sales, tax refunds, and even
some public equity offerings (e.g. Meritage Homes Corp.; Hovnanian
Enterprises, Inc.; Lennar Corp.; M/I Homes, Inc.) or other
external cash infusions (Standard Pacific Corp.).  Recently passed
legislation that extends the net operating losses carryback to
offset taxable profits from the previous five years will result in
meaningful tax refunds for most public homebuilders early in 2010
further enhancing liquidity and tangible net worth.

Compared with the last major housing downturn in the latter 1980s
into the early 1990s, leverage was lower during the later part of
this past upcycle and at the peak.  Fitch notes that during the
past two years primarily non-cash charges against tangible net
worth have raised debt/capital ratios.  For the majority of public
homebuilders, debt composition 15-to-20 years ago was mostly, or
all, short-term construction loans and possibly a secured credit
line.  By contrast, the debt often is weighted most heavily to
well-laddered public debt (a more appropriate balance with longer
lived real estate assets), and, to a lesser degree, to an
unsecured revolving credit facility.

All the public homebuilders in Fitch's coverage that have
revolving credit facilities have unsecured facilities, except for
Beazer Homes U.S.A Inc., M/I Homes and Standard Pacific, which
have secured or partially secured revolving credit facilities.
D.R. Horton, Inc., Ryland Group, Inc., Meritage and Hovnanian
recently terminated their revolving credit facilities.  Beazer and
Standard Pacific have sharply lowered the size of their credit
facilities.

Fitch will continue to assess each homebuilder's approach and
performance relating to land and development spending, balance
sheet (inventory) contraction, FCF generation, and debt reduction
when considering its ratings, as well as builders' credit metrics,
liquidity, size, geographic and product diversification, margins,
and the frequency and the size of real estate writedowns and
option writeoffs.

Despite the Negative Outlook for the sector, continued progress in
industry and company metrics could prompt a reassessment and
possible revision of some of the U.S. homebuilder Rating Outlooks.

2009 and 2010:

Some of the key drivers of the downturn remain in place although
the worldwide and U.S. recovery have begun.  Notably, U.S.
households are deleveraging and retrenching at a rapid pace, in
response to significant job losses, ongoing declines in certain
asset prices, and tight credit conditions.  In combination with
sharp cutbacks in corporate spending and ongoing declines in
residential investment, Fitch forecasts U.S. GDP to fall by 2.5%
this year, and unemployment to possibly touch 10.3% in 2010.

With unemployment still rising, consumer confidence at low levels
and household wealth until recently still being affected by real
estate and equity price declines, there seems limited prospect
that the deleveraging process will end in the near term.  Fitch's
forecasted 1% decline in consumer spending in 2009 implies a
further increase in the saving ratio.

Fitch expects the economy to return to positive growth next year,
primarily reflecting the impact of the fiscal stimulus package,
but also some likely stabilization in housing investment and a
weakening inventory overhang.  The CBO predicts federal government
spending grew by 34% in nominal terms in fiscal 2009 (ending
September), which should have an important subsequent multiplier
effect on wider spending.  Lower household tax rates should also
help ease the pace at which consumers deleverage through cutting
expenditures, while lower commodity prices will also support
consumers' real income.

However, while the forecast assumes that policy measures aimed at
stabilizing the financial sector gain traction, ongoing household
deleveraging will weigh on private sector demand, keeping GDP
growth in 2010 well below potential.

Rates on 30-year fixed mortgages averaged 6.03% in 2008, off 31
basis points (bps) from the 6.41% in 2006 (and 6.34% in 2007).
Fitch expects rates to decline as much as 90-100 bps for all of
2009 as the Fed continues to execute its plan to buy mortgage
securities and the economy struggles.

Fitch's initial outlook for the housing sector in 2009 started
quite bearish due to the influence of a softening economy, even
tighter credit standards for homebuyers and the effect of late
2008 disruptions in the credit markets.  However, by mid-year the
outlook brightened, prompting lesser forecast declines for a
number of housing metrics.  Fitch most recently forecast a
contracting economy during first half-2009, with a mild recovery
beginning in 3Q'09 and continuing through 2010.  Real GDP is
forecast to decrease 2.5% for all of 2009.  Investment is expected
to plunge 17.6%, with consumer spending to fall 1%, exports to
drop 11.6% and imports to see a 16.6% decline.

Government spending (up 5.1%) was the economic positive in 2009.
Inflation is expected to be a negative 0.2%, compared with a
positive 3.8% in 2008.  As noted earlier, interest rates are
expected to meaningfully recede.

An economy in the midst of a severe recession has been another
blow to housing.  In particular, a deteriorating economy further
eroded consumer confidence and accelerated job losses, and
consequently, foreclosures.  The MBA and John Burns Real Estate
Consulting forecast 2.76 million annual foreclosure starts in
2009, up from 2.27 million in 2008, and project 2.94 million
foreclosure starts in 2010.  The Center for Responsible Lending
forecasts 2.43 million foreclosures in 2009 and 8.1 million
foreclosures over the next four years.  Various programs from
Washington are designed to stimulate the economy, stem
foreclosures, and improve housing demand.  However, these actions
are unlikely to stabilize and then boost housing demand until
later in 2010 or beyond.

In 2009, total housing starts are projected to fall 41.1% to
530,000 with single-family volume declining 30.6% to 430,000.  New
home sales are forecast to decrease 23.1% to 373,000, while
existing home sales are flat at 4.91 million.  Average and median
single-family new home prices are projected to fall 8.7% and 8.6%,
respectively, in 2009.

Fitch is forecasting a stronger economy in 2010, although still
noticeably below the historical trend line.  Real GDP is projected
to grow 1.8%.  Consumer spending and government spending are
forecast to expand 0.3% and 10.8%, respectively.  Investment
should fall 4.9%, while inflation is expected to be about 0.8%.

Total and single-family housing starts are forecast to grow 15.1%
and 18.6%, respectively, in 2010.  New home sales should expand
approximately 20%.  Existing home sales should increase about
7.5%.  New home prices could average 2%-to-3% higher in 2010.

Implications for the Companies and the Ratings:

For the full year of 2009, homebuilders' revenues could drop 42%
on average.  For those builders who are profitable, EBITDA before
real estate charges could fall approximately 55%.  Current credit
metrics (LTM EBITDA/interest incurred, debt to LTM EBITDA, and FFO
interest coverage) are considerably lower than at 3Q'08 end and
that will also be the case at calendar year-end 2009.
Debt/capitalization ratios have deteriorated for the majority of
builders over the past three years, largely as a result of erosion
in TNW from sizeable real estate charges and FAS 109 adjustments.

Although some builders have been more proactive than others in
reducing inventories and lowering debt levels, most, in
retrospect, started relatively late during this cyclical downturn.
For most, inventories and debt are now meaningfully lower than at
their peaks: owned inventories down 64.5% from the peak; debt down
35.5% from the peak.

Given Fitch's macroeconomic forecast for 2010, public builders are
likely to experience a mild recovery next year.  On average,
revenues should expand low double digit despite lower home prices
due to a mix shift to smaller, often entry level homes.  Gross
margins should improve 150-200 basis points reflecting earlier
real estate charges and lesser selling incentives.  With higher
volume the typical SG&A expense/sales ratio may diminish.  As a
consequence, most public builders should report modest profits on
an EBITDA and pretax basis in 2010.

That being said, Fitch still expects modest to moderate land value
write downs in 2010.

Excluding tax refunds, average CFFO is likely to be lower in 2009
relative to 2008 and to be neutral to modestly negative in 2010.

On average, credit metrics, particularly profit related metrics
(LTM EBITDA/interest coverage, debt to LTM EBITDA), should
stabilize and then start to improve later in 2010.  Tangible net
worth should grow.  Debt leverage should at least modestly
improve.

Since credit pressures will persist, at least in the intermediate
term, it will be imperative that builders continue to manage their
balance sheets, selectively reducing or stabilizing land and
development spending, with the exception of markets where lot
positions dip below minimum acceptable levels and land (preferably
rolling option, developed lots) is available on a sharply
discounted price basis.

Fitch expects homebuilders to reduce debt where possible and to
exercise restraint as to share repurchases, dividends, and company
acquisitions in these still uncertain times.  Builders should be
cautious about reacting prematurely to a market bottom and early-
stage recovery with overly aggressive real estate purchases.

Fitch rates the builders within the context of a typical cycle.
In the midst of a non-typical upcycle, as took place in the 1992-
2005 period, a number of builders realized higher credit ratings.
Conversely, due to this sharper than expected contraction, which
has lasted longer than the norm, and as builders' operating and
credit metrics have been even more stressed, ratings have been
lowered.

While the possibility remains for a few additional company
downgrades, the likelihood of such action has diminished.
Continued progress in industry and company metrics could prompt a
positive revision of a number of Rating Outlooks.

This is a list of Fitch rated U.S. homebuilders and their current
Issuer Default Ratings and Rating Outlooks:

  -- Beazer Homes USA ('CCC'; Outlook Negative);
  -- D.R. Horton, Inc. ('BB'; Outlook Negative);
  -- Hovnanian Enterprises, Inc. ('CCC'; Outlook Negative);
  -- KB Home ('BB-'; Outlook Negative);
  -- Lennar Corp. ('BB+'; Outlook Negative);
  -- M.D.C. Holdings, Inc. ('BBB-'; Outlook Stable);
  -- Meritage Homes Corp. ('B+'; Outlook Negative);
  -- M/I Homes, Inc. ('B'; Outlook Negative);
  -- NVR, Inc. ('BBB'; Outlook Stable);
  -- Pulte Homes ('BB+'; Outlook Negative);
  -- Ryland Group ('BB'; Outlook Negative);
  -- Standard Pacific Corp. ('CCC'; Outlook Negative);
  -- Toll Brothers, Inc. ('BBB-'; Outlook Stable).


* High Court Lets Pension Termination Fee Ruling Stand
------------------------------------------------------
The U.S. Supreme Court has declined to weigh whether companies can
discharge fees owed to the Pension Benefit Guaranty Corp. when
terminating a pension plan through Chapter 11, leaving alive a
federal appeals court decision barring employers from doing so,
according to Law360.


* Marlin Equity Partners Closes $650 Million Equity Funds
---------------------------------------------------------
Marlin Management Company, LLC, on Monday announced the first and
final closing of Marlin Equity III, L.P., a $650 million
institutional private equity fund established to seek capital
appreciation through investments in businesses undergoing varying
degrees of operational, financial or market driven change.  Marlin
targets companies across a variety of industries, including
technology, healthcare, business services, consumer products, and
manufacturing, among others.

Marlin has closed three private equity funds since its inception
in 2005 and has over $1 billion of capital under management.  Fund
III's limited partners comprise a mix of existing and new
investors from leading endowments and foundations, public and
private sector pension funds, family offices, financial
institutions, and insurance companies.  Fund III was three times
oversubscribed from its original $450 million target and completed
a first and final closing shortly after Marlin launched its
limited marketing process in September 2009.

David McGovern, Managing Partner of Marlin said, "We are extremely
grateful for the strong support we received from such a prominent
group of returning and new institutional limited partners. Our
successful fundraise is a testament to our track record of
creating value for our investors through complex transactions and
operational improvements.  Our increased capital base will enable
us to fully take advantage of the vast number of attractive
opportunities we see in the market today."

In addition to Mr. McGovern, the Fund's senior investment team
includes Nicholas Kaiser, George Kase, Steve Johnson, Andy
Martinez, and Peter Spasov.  Marlin has also assembled a team of
seasoned operating professionals, with established track records
of value creation, who work exclusively with Marlin's investment
professionals throughout the investment process.  The combined
team enables Marlin to execute on complex and challenging
situations where speed and certainty are a priority, including
corporate divestitures, bankruptcies, operational and financial
restructurings, recapitalizations, and MBOs, among others.

Mac Hofeditz of Probitas Partners, which served as incumbent
placement advisor to Marlin, added, "The unbelievably strong
demand that Marlin received in this market environment speaks to
the quality of its investment team, its differentiated strategy,
and its strong returns.  Marlin has firmly established itself as a
leader in special situations investing."

Bruce Ettelson and Karin Orsic of Kirkland & Ellis LLP served as
legal counsel in the formation of the Fund.

                   About Marlin Equity Partners

Marlin Equity Partners -- http://www.marlinequity.com/-- is a Los
Angeles, California-based private investment firm with more than
$1 billion of capital under management. The firm is focused on
providing corporate parents, shareholders and other stakeholders
with tailored solutions that meet their business and liquidity
needs in special situations.  Marlin invests in businesses across
multiple industries that are in the process of undergoing varying
degrees of operational, financial or market-driven change where
its capital base, industry relationships and extensive network of
operational resources significantly strengthens a company's
outlook and enhances value. Since its inception, Marlin, through
its group of funds and related companies, has successfully
completed over 30 acquisitions.

                      About Probitas Partners

Probitas Partners -- http://www.probitaspartners.com/-- founded
in 2001, is an employee-owned, independent provider of alternative
investment solutions, headquartered in San Francisco with offices
in New York, London, and Hong Kong.  Its integrated global
practice includes capital raising for alternative investment
funds, secondary market advisory and portfolio management.
Probitas Partners is represented in the United Kingdom by PFG-UK
Ltd., which is regulated by the Financial Securities Authority.


* PricewaterhouseCoopers Acquires Alaris Consulting's Assets
------------------------------------------------------------
PricewaterhouseCoopers LLP on Tuesday announced it has acquired a
substantial portion of the operating assets of Alaris Consulting,
Inc., a supply chain management consulting firm focused on
strategic sourcing, supply chain optimization, and the reduction
of cost and complexity in supply chains.

Alaris CEO, Michael Deering, has been admitted to the PwC
partnership as a principal and joins PwC's Advisory practice as a
member of the Strategy & Operations Solution group led by partner
David Pittman.  In addition, all of Alaris' U.S. professionals are
joining PricewaterhouseCoopers.  These consultants have deep
industry and operational expertise, and focus primarily on the
industrial products and retail and consumer products sectors.

"In today's difficult economic environment, one of the top
priorities shared by most large enterprises is the need to reduce
costs and increase efficiencies, particularly in the areas of
procurement transformation and supply chain effectiveness," said
David Pittman, partner, PricewaterhouseCoopers.  "The acquisition
of Alaris Consulting's assets and resources will extend
PricewaterhouseCoopers' consulting capabilities in supply chain
management and sustainable cost reduction.  We welcome the
addition of Michael Deering and the Alaris team to our practice
and look forward to working with them to help our clients solve
their most pressing and complex supply chain issues."

PricewaterhouseCoopers' Advisory practice includes a team of
dedicated practitioners focused on Strategy & Operations
Solutions, including professionals with skills in supply chain and
back-office operations across multiple industries.  These
professionals help clients develop and achieve an agile and
responsive supply chain that supports business strategy, helps
improve processes and delivers sustainable cost reduction.  Alaris
Consulting's professionals will add expanded supply chain skills
focused on business strategy, procurement transformation and
overall supply chain effectiveness.

"Bringing the assets and expertise of Alaris Consulting to
PricewaterhouseCoopers will create a powerful consulting team
focused on helping clients reduce costs and improve the management
of their supply chain," said Michael Deering, former CEO of Alaris
Consulting.  "We are excited to be a part of PwC, and look forward
to accessing PwC's extensive resources to deliver even greater
value to our clients."

Financial terms of the transaction have not been disclosed.

                      About Alaris Consulting

Established in 1990 and headquartered in Chicago, Alaris
Consulting, Inc., is a management consulting firm dedicated to
helping clients remove cost and complexity from their supply
chains.

                   About PwC's Advisory Practice

PricewaterhouseCoopers' Advisory professionals help organizations
improve business performance, respond quickly and effectively to
crisis, and extract value from transactions.

                   About PricewaterhouseCoopers

PricewaterhouseCoopers -- http://www.pwc.com/-- provides
industry-focused assurance, tax and advisory services to build
public trust and enhance value for our clients and their
stakeholders.  More than 163,000 people in 151 countries across
our network share their thinking, experience and solutions to
develop fresh perspectives and practical advice.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 27-29, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Distressed Investing Conference, Bellagio, Las Vegas
        Contact: http://www.turnaround.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

April 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York, NY
        Contact: http://www.turnaround.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

October 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: December 6, 2009



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **