TCR_Public/091217.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 17, 2009, Vol. 13, No. 348

                            Headlines


101/202 HOLDINGS: Files Schedules of Assets and Liabilities
101/202 HOLDINGS: Meeting of Creditors Rescheduled to January 14
1ST MARINER: Receives Deficiency Notices From NASDAQ
1ST PACIFIC: Receives Non-Compliance Notice From Nasdaq
ADVANCED MICRO: Receives Intel Settlement Payment

AIRTRAN HOLDINGS: Conducts Presentation at Airlines Conference
ALON USA: S&P Downgrades Rating on $450 Mil. Loan to 'BB-'
AMR CORP: May Increase Proposed Capital Investment in JAL
ARCH CASE: U.S. Trustee Forms 6-Member Creditors' Committee
ASSOCIATED BANC-CORP: Fitch Cuts Issuer Default Ratings to 'BB+'

AUTOBACS STRAUSS: Sues Japanese Parent Autobacs Seven
AXIA INC: Files Chapter 11 for Quick Sale to Insiders and Lenders
B-SWDE2 LLC: Voluntary Chapter 11 Case Summary
B&G FOODS: S&P Raises Corporate Credit Rating to 'B+'
BALDOR ELECTRIC: Moody's Affirms 'B1' Corporate Family Rating

BANK OF AMERICA: Board Elects Brian Moynihan as CEO
BERNARD MADOFF: Customers Oppose Fees Over Claim Method
BLOCKBUSTER INC: Offers Array of Entertainment Options
BLUEKNIGHT ENERGY: Trading Symbol Changed to "BKEP"
BRANDYWINE HEALTH SERVICES: Voluntary Chapter 11 Case Summary

CIT GROUP: To Waive Fees on SBA Loans
CIT GROUP: Fitch Corrects Press Release, Withdraws Ratings
CITIGROUP INC: Abu Dhabi Fund Wants Investment Deal Rescinded
CITIGROUP INC: Treasury Shelves Plan to Unload Shares
CITIGROUP INC: Gov't Forgo Billions in Potential Tax Payments

CONSECO INC: Commences Public Offering of 45,000,000 Common Shares
CONTINENTAL AIRLINES: Inks Underwriting Deal with Morgan Stanley
CYCLACEL PHARMACEUTICALS: Receives NASDAQ Non-Compliance Notice
CYFRED LTD: Voluntary Chapter 11 Case Summary
DALE JULIAN PARSONS: Case Summary & 14 Largest Unsecured Creditors

DANA HOLDING: Has Deal to Sell Structural Products Biz to Metalsa
DELPHI CORP: $2.5 Bil. Lawsuit Against Appaloosa Dropped
DELPHI CORP: Highland Capital Wants $2.5 Mil. Claim Allowed
DELPHI CORP: IUE-CWA Wants $1.2MM Claim Allowed
DELTA AIR: Reports November 2009 Traffic Results
DELTA AIR: Techops Inks 5-Year Maintenance Deal with Skymark

DELTA AIR: Virgin Blue Pact Gets Aussie Regulators' Nod
DELTA AIR: AMR May Increase Proposed Capital Investment in JAL
DESERT VISTAS: Case Summary & 20 Largest Unsecured Creditors
DONNA COHEN: Case Summary & 20 Largest Unsecured Creditors
EAST HILLS: Default on $3.2 Mil. Loan Prompts Bankruptcy Filing

EDGE PETROLEUM: Court to Confirm Mariner-Sale Plan
EJN TECHNICAL SERVICES: Case Summary & 20 Largest Unsec. Creditors
EMILY AUTO SERVICE: Case Summary & 4 Largest Unsec. Creditors
ERICKSON RETIREMENT: Mezzanine Lenders Want Examiner
FONTAINEBLEAU LV: Judge Disallows Bonuses for Workers

FONTAINEBLEAU LV: Examiner Wants GrayRobinson as Counsel
FONTAINEBLEAU LV: Has Nod to Tap Moelis as Financial Advisor
FONTAINEBLEAU LV: Retail Units Propose Bilzin as Counsel
FREEDOM COMMS: Trustee, Creditors Balks at Chapter 11 Plan
GENCORP INC: Moody's Reviews Corporate Family Rating at 'B3'

GENMAR HOLDINGS: To Hold Jan. 7 Auction for Portion of Business
GRAPHIC PACKAGING: S&P Raises Rating on Secured Facilities to 'BB'
GREATWIDE LOGISTICS: Wins Confirmation of Liquidating Plan
GREEKTOWN HOLDINGS: Holders of Bank Debt Back Noteholder Plan
GREEKTOWN HOLDINGS: Noteholders Amend Reorganization Plan

GREEKTOWN HOLDINGS: Wants $210MM Replacement Loans From Jefferies
GREEKTOWN HOLDINGS: Seeks to Access Cash Collateral
HAWAII BIOTECH: Gets Court Okay to Use $500,000 Financing
HAWAII MEDICAL CENTER: Three Competing Plans Filed
HEALTHSOUTH CORP: Completes Refinancing of Floating Rate Notes

HOSPITALITY PROPERTIES: S&P Affirms 'BB+' Preferred Stock Ratings
HOST HOTELS: S&P Assigns 'BB+' Rating on $300 Mil. Senior Bonds
HOVNAVIAN ENTERPRISES: Fitch Says Homebuilder Recovery Remote
IMAGE ENTERTAINMENT: Defaults on Convertible Note
INDIANA COMMUNITY BANCORP: Unveils Balance Sheet Repositioning

IPCS INC: Sprint Nextel Deal Cues Moody's to Withdraw 'B3' Rating
ISIDRO TORRES: Case Summary & 13 Largest Unsecured Creditors
JOANNE SUMMA: Case Summary & 20 Largest Unsecured Creditors
KAREN MONTOYA: Case Summary & 20 Largest Unsecured Creditors
KRJ LLC: Voluntary Chapter 11 Case Summary

KNR HOTELS: Case Summary & 20 Largest Unsecured Creditors
JONES STEPHENS: Case Summary & 30 Largest Unsecured Creditors
LAKE TAHOE: Wants to Reorganize Rather Liquidate Assets
LAKESIDE BUSINESS PARK: Voluntary Chapter 11 Case Summary
LEAP WIRELESS: T. Rowe Price Discloses 10.1% Equity Stake

LEHIGH COAL: Needs Financing Before Presenting Confirmable Plan
LEHMAN BROTHERS: Sells De Minimis Real Property Assets for $3.3MM
LENNAR CORP: Fitch Says Homebuilder Recovery Remote
LODGENET INTERACTIVE: Wells Fargo Holds 10.15% of COM Units
LYONDELL CHEMICAL: Amends Plan to Add Settlement With Lenders

LYONDELL CHEMICAL: Committee Objects to Exclusivity Extension
LYONDELL CHEMICAL: Treatment of Claims Under Amended Plan
MAGNA ENTERTAINMENT: Won't Abandon 50% Share in TrackNet
MARAVILLA CENTER: Case Summary & 9 Largest Unsecured Creditors
MARTIN ALLEN MCDONALD: Case Summary & 20 Largest Unsec. Creditors

MERISANT WORLDWIDE: Names Julie Wool as Chief Financial Officer
MERISANT WORLDWIDE: Wins Confirmation of Reorganization Plan
MIDWAY GAMES: Creditors Go After Dewey & LeBoeuf's Midway Fees
MULTIPLAN INC: Moody's Assigns 'B1' Rating on $315 Mil. Loan
MUZAK HOLDINGS: Wants to Obtain $108.7 Million Exit Financing

NATIONAL HOME: List of 20 Largest Unsecured Creditors
NATIONAL HOME: Sec. 341 Creditors Meeting Set for Jan. 4
NATIONAL HOME: Wants to Access JPMorgan's Cash Collateral
NATIONAL HOME: Wants to Sell Two Pieces of Real Property
NEUMANN HOMES: Court Approves Liquidating Plan Outline

NEUMANN HOMES: Gets Nod for Settlement With GMAC Model Home
NEUMANN HOMES: Wells Fargo Wants Lift Stay to Pursue Suit
NORTEL NETWORKS: Canadian Industry Minister OKs ESB Sale to Avaya
NORTEL NETWORKS: Court Approves Sale of GSM Biz. to Ericsson
NORTEL NETWORKS: Ethernet Sale to Ciena to be Completed in Q1 2010

NORTEL NETWORKS: Has Escrow Pact With JPM re Enterprise Sale
PALM ENERGY: Risks Loss Of Oil Leases Without Bonds, DOI Says
PATRIOT HOMES: Wants Access to Cash Securing SAMAL Loan
PAUL THOMAS GORDY: Case Summary & 45 Largest Unsecured Creditors
PEORIA BOAT: Case Summary & 2 Largest Unsecured Creditors

PHILADELPHIA NEWSPAPERS: Appeals Court Hears Bidding Dispute
PHOENIX WORLDWIDE: Wants to Use C3 Capital Cash to Pay Obligations
PILGRIM'S PRIDE: Court Confirms Plan of Reorganization
PILGRIM'S PRIDE: Court OKs $1.750 Bil. Exit Financing Facility
PILGRIM'S PRIDE: Court OKs Stockholders Pact With JBS USA

PILGRIM'S PRIDE: To Offer 3 Million Shares of Stock to D. Jackson
PILGRIM'S PRIDE: Expects to Ink $1.75BB Exit Facility with CoBank
PRIMUS TELECOM: Announces Pricing of U.S. and Canadian Notes
PRIVE VEGAS: Owners Want Lease Agreement Enforced
PROTOSTAR LTD: Loses Bid For $185M Stalking Horse Deal

PROTOSTAR LTD: Committee Moves to Void $242-Mil. Lien
RANCHER ENERGY: GasRock Cash Collateral Hearing Set for Jan. 27
RICHARD HINDIN: Meeting of Creditors Scheduled for January 7
RICHARD HINDIN: Wants Schedules Filing Extended Until Dec. 31
RICHARD W MANN: Judge Ends Bankruptcy Protection for Incompliance

SANTA RITA: Case Summary & 10 Largest Unsecured Creditors
SCOTT LIGGIONS: Voluntary Chapter 11 Case Summary
SPA CHAKRA: Receives Court Approval of First Day Motions
SPANSION INC: Addresses Objections to Plan Outline
SPANSION INC: Committee Wants Plan Exclusivity Terminated

SPANSION INC: Files 2nd Amended Plan & Disclosure Statement
STATION CASINOS: FCP Propco's Schedules and Statement
STATION CASINOS: Plan Exclusivity Extended Until March 25
STATION CASINOS: Trustee Subject to Gaming Board, Says Nevada
TAMARACK RESORT: Involuntary Chapter 7 Petition Filed

TARGA RESOURCES: Moody's Affirms 'B1' Corporate Family Rating
TOUSA INC: Has Deal With Westlawn to Resolve Deposit Dispute
TOUSA INC: Kotler Wants Lift Stay to Let FIC to Pay Defense Costs
TOUSA INC: Reports Home Sale Closings for November
TOWN OF EAST: Moody's Cuts Ratings on $2.6 Mil. Debt to 'Ba1'

TOYS "R" US: Submits Units' Earnings Report to Bondholders
TROPICAL CAR WASH: Case Summary & 7 Largest Unsecured Creditors
TRUMP ENTERTAINMENT: Competing Plans Going for Vote
URS CORPORATION: Moody's Upgrades Corp. Family Rating to 'Ba1'
US AIRWAYS: Employment Reinstatement Claims Barred

US AIRWAYS: Conducts Presentation at 2009 Airline Conference
US AIRWAYS: Pilots Protest Boston Base Closing
US AIRWAYS: To Shut Pilot Base at LaGuardia
US CONCRETE: Wells Fargo Holds 2.93% of COM Units
VENTANA HILLS: Court to Consider Cash Collateral Access Today

VIKING DRILLING: Confirms Plan to Sell Offshore Drilling Rigs
VINEYARD NATIONAL: Plan of Liquidation Filed
VISTEON CORP: Court Allows $15.4 Mil. in Fees for June to August
VISTEON CORP: Patrick Li Discloses 6.2% Equity Stake
VISTEON CORP: To Lay Off 187 Workers in Indianapolis

VISTEON CORP: Has Access to Cash Collateral Until January 21
VISTEON CORP: Gets Nod to Enter Into Accommodation Pact With Ford
VISTEON CORP: Gets Nod to Enter Into Honda Accommodation Pact
VISTEON CORP: Wants Plan Exclusivity Until February 18
WALKING CO: Asks Court to OK $30MM DIP Financing From Wells Fargo

WARNER CHILCOTT: Commences Tender Offer for 8.75% Senior Notes
WASHINGTON MUTUAL: Noteholders Appeal Ruling on Disclosures
WELLS FARGO: $13 Bil. Capital Raise Cues Moody's to Keep Ratings
WEYERHAEUSER COMPANY: Fitch Downgrades Senior Debt Rating to 'BB+'
WEYERHAEUSER COMPANY: Moody's Affirms 'Ba1' Corp. Family Rating

WHITEHALL JEWELERS: Wants to Access Cash Collateral Until March 31
WILLIAM M LANSDALE: Receiver of Lonesome Dove Wants Case Dismissed
WILLIAM M LANSDALE: Taps Pachulski Stang as Bankruptcy Counsel
WILLIAM M LANSDALE: Files Schedules of Assets and Liabilities
WILLIAM M LANSDALE: Section 341(a) Meeting Scheduled for January 7

WIMM-BILL-DANN OJSC: Moody's Gives Stable Outlook on 'Ba3' Rating
WINDSTREAM CORPORATION: Moody's Puts Ba3 Rating on $600 Mil. Notes
YOGI CARPET & TILE: Case Summary & 20 Largest Unsecured Creditors

* Wells Fargo Joins Citigroup in Repayment of Bailout Funds
* FBI Investigating Fewer Cases of Bankruptcy Fraud

* Former Pepsico Executive Steven Gold Joins Alvarez & Marsal
* Hoffman to Replace Rosenthal in Worcester as Bankruptcy Judge

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000


                            *********

101/202 HOLDINGS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
101/202 Holdings, L.L.C., filed with the U.S. Bankruptcy Court for
the District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $24,880,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,450,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $445,099
                                 -----------      -----------
        TOTAL                    $24,880,000       $6,895,099

Tempe, Arizona-based 101/202 Holdings, L.L.C. filed for Chapter 11
on November 27, 2009 (Bankr. D. Ariz. Case No. 09-30627).  Jerry
L. Cochran, Esq., at Cochran Law Firm, PC, represents the Debtor
in its restructuring effort.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


101/202 HOLDINGS: Meeting of Creditors Rescheduled to January 14
----------------------------------------------------------------
The U.S. Trustee for Region 14 has rescheduled the meeting of
creditors in 101/202 Holdings, L.L.C.'s Chapter 11 case to
January 14, 2010, at 1:30 p.m.  The meeting will be held at the
U.S. Trustee Meeting Room, 230 N. First Avenue, Suite 102,
Phoenix, Arizona.

The meeting was originally scheduled for December 29, 2009, at
2:00 p.m.

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.

Tempe, Arizona-based 101/202 Holdings, L.L.C. filed for Chapter 11
on November 27, 2009 (Bankr. D. Ariz. Case No. 09-30627).  Jerry
L. Cochran, Esq., at Cochran Law Firm, PC represents the Debtor in
its restructuring effort.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


1ST MARINER: Receives Deficiency Notices From NASDAQ
----------------------------------------------------
1st Mariner Bancorp has successfully completed the sale of its
consumer finance company subsidiary, Mariner Finance, LLC, for a
purchase price of approximately $10.7 million.  The transaction
was originally announced on October 13, 2009.

1st Mariner Bancorp received $8.9 million in cash at closing and a
5% ownership stake in the new Mariner Finance entity.  Under terms
of the sale, $1.1 million was placed in an escrow account to be
paid to 1st Mariner no later than 18 months after the closing,
after deducting any indemnification claims.

The proceeds of the sale will be used to increase the capital
reserves of 1st Mariner Bancorp's wholly owned 1st Mariner Bank.
The bank consented to an FDIC order issued September 18, 2009 to
achieve and maintain a Tier 1 Leverage Capital ratio of at least
7.5% and a Total Risk-Based Capital ratio of at least 11% within
the next nine months.

Edwin F. Hale Sr., Chairman and CEO of 1st Mariner Bancorp, said,
"The successful close of the sale of Mariner Finance completes one
significant element of the Company's business strategy, and the
Bank continues to pursue plans to increase its capitalization
through capital raising efforts balance sheet management, and
expense control."

Mariner Finance, LLC will continue to operate with no significant
changes to its management, staff, products or locations.  Mariner
Finance, LLC will continue to operate under its current name, its
headquarters will remain in Baltimore, and its customers and
vendors should not be affected as a result of the sale.  Janney
Montgomery Scott served as the financial advisor for 1st Mariner
Bancorp and Mariner Finance, LLC.

                     NASDAQ Deficiency Notices

Additionally, the Company today announced that on December 10,
2009, it received two letters from The NASDAQ Stock Market
providing notice that it had not maintained the continued listing
standards for the minimum market value of publicly held shares of
$5 million and a minimum bid price of $1.00.

NASDAQ notified the Company that for 30 consecutive business days,
the Company's common stock had not maintained a minimum MVPHS of
$5 million as required for continued inclusion on The Nasdaq
Global Market by Listing Rule 5450(b)(1)(c).  NASDAQ has provided
the Company 90 calendar days, or until March 10, 2010, to regain
compliance with this rule.  This notification has no effect on the
listing of the Company's securities at this time.  The Company can
achieve compliance with this rule if the MVPHS is at least
$5 million for a minimum of 10 consecutive business days at any
time before March 10, 2010.  If the Company does not regain
compliance by March 10, 2010, it may apply for a transfer of its
securities to the NASDAQ Capital Market, which has a MVPHS
requirement of $1 million.  As of the date of this release, the
Company's MVPHS was approximately $5.2 million.

Additionally, NASDAQ notified the Company that for 30 consecutive
business days, the Company's common stock had not maintained a
minimum bid price of $1.00 per share as required for continued
inclusion on The Nasdaq Global Market by Listing Rule 5450(a)(1).
NASDAQ has provided the Company 180 calendar days, or until
June 8, 2010, to regain compliance with this rule.  This
notification has no effect on the listing of the Company's
securities at this time.  The Company will be in compliance with
this rule if the bid price of the Company's common stock closes at
$1.00 or more for a minimum of 10 consecutive business days at any
time before June 8, 2010.  If the Company does not meet the
minimum bid requirement by June 8, 2010 but would otherwise meet
all NASDAQ Capital Market initial inclusion requirements except
bid price, the Company could apply to be listed on the NASDAQ
Capital Market and the Company would have 180 additional days to
regain compliance with the $1.00 minimum bid price requirement,
which the Company would regain if the bid price of the Company's
common stock closes at $1.00 per share or higher for a minimum of
10 consecutive business days.

If the Company is unable to regain compliance with these continued
listing standards or transfer its securities to the NASDAQ Capital
Market, the Company's securities will be delisted.  At that time,
the Company may appeal the delisting determination to a Listings
Qualifications Panel.


1ST PACIFIC: Receives Non-Compliance Notice From Nasdaq
-------------------------------------------------------
1st Pacific Bancorp and 1st Pacific Bank has appointed veteran
banker John McGrath to be its President and Chief Executive
Officer, effective Jan. 1, 2010.

"John is expert at improving bank profitability and working with
regulators to fulfill their requirements," said Ronald J. Carlson,
President and Chief Executive Officer, and Chairman of the Board
of 1st Pacific Bancorp and 1st Pacific Bank.  "The Board and I are
confident that John is well qualified to take the company forward
during this challenging time in its history."

Mr. Carlson noted that he will resign as President and CEO as of
Dec. 31, 2009, but will continue on in his role as Chairman of the
Board of Directors of the company.

McGrath is a 40-year banking veteran with deep expertise in
managing banks challenged by adverse condition.  He recently
joined the company as a management consultant.  Before this
position, he served on the Board of Directors of First Business
Bank in San Diego, and as President of the Auerbach Trust, the
majority shareholder of First Business Bank.  Just prior, he was
President and CEO of First Business Bank, orchestrating its
transition from a small bank serving San Diego's East County to an
institution offering business and professional services throughout
the San Diego business community.

Before joining First Business Bank, Mr. McGrath was President and
CEO of Heritage Bank of Commerce in the San Jose area, where he
successfully restructured the bank's balance sheet and was
instrumental in consolidating four banks into one.  He was also
President and Chief Operations Officer of Bank of San Francisco
and President and CEO of Sacramento First National Bank.  Three of
these banks operated under regulatory orders and were successfully
released from such orders.

1st Pacific Bancorp has entered into a Written Agreement with the
Federal Reserve Bank of San Francisco, and a Waiver and Consent
with the California Department of Financial Institutions to issue
a Final Order to strengthen the bank; both orders are
substantially similar to one another.  Each establishes time
frames for the completion of remedial measures which the bank had
previously identified and has been working to improve.  As a
result of the agreements, the bank will prepare various specific
plans related to allowance for loan and lease losses, liquidity
and capital, and improve management of its real estate loan
portfolio. The bank will also seek approval from regulators on
important corporate and business changes.

"I'm looking forward to quickly executing a plan that will improve
the bank's profitability and address regulators' concerns,"
Mr. McGrath said.  "The bank has undertaken major steps over the
last several months to improve its condition, including reducing
its asset size and focusing on capital ratios, while reducing real
estate concentrations in the loan portfolio, problem loans and
bank-owned properties obtained through foreclosure."

The company also announced receipt of notification from the Nasdaq
Stock Market (Nasdaq) of its failure to meet the minimum bid price
requirement for continued listing set forth in Nasdaq Marketplace
Rule 5450(a)(l), and the minimum market value of publicly held
shares requirement set forth in Nasdaq Marketplace Rule
5450(b)(l)(c).  The company has 180 calendar days to regain
compliance with the minimum bid price rule and 90 calendar days to
regain compliance with the minimum market value rule in accordance
with Marketplace Rule 5810(c)(3)(A) and 5810(c)(3)D),
respectively, before the company's stock will be delisted if
compliance is not achieved or the non-compliance successfully
appealed.

These notices have no effect at this time on the listing of the
company's stock on the Nasdaq Global Market, and the company's
stock will continue to trade on the Nasdaq Global market under the
symbol "FPBN."

1st Pacific Bank of California offers products and services to
meet the financial needs of professional firms, small- to mid-
sized businesses, their owners and employees.  1st Pacific Bank
operates eight banking offices in San Diego County: University
Towne Center, Oceanside, Mission Valley, Inland North County, El
Cajon, La Jolla, Solana Beach and downtown San Diego.


ADVANCED MICRO: Receives Intel Settlement Payment
-------------------------------------------------
Advanced Micro Devices, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission it received on
December 10, 2009, the settlement payment from Intel Corporation.

As a result, AMD said all financing conditions relating to its
tender offer are satisfied.  AMD has offered to purchase for cash,
on a pro rata basis, up to $1,000,000,000 aggregate principal
amount of AMD's outstanding 5.75% Convertible Senior Notes due
2012.

As reported by the Troubled Company Reporter on November 13, 2009,
Intel and AMD announced a comprehensive agreement to end all
outstanding legal disputes between the companies, including
antitrust litigation and patent cross license disputes.  Under
terms of the agreement, AMD and Intel obtain patent rights from a
new 5-year cross license agreement, Intel and AMD will give up any
claims of breach from the previous license agreement, and Intel
will pay AMD $1.25 billion.  Intel has also agreed to abide by a
set of business practice provisions.  As a result, AMD would drop
all pending litigation including the case in U.S. District Court
in Delaware and two cases pending in Japan.  AMD would also
withdraw all of its regulatory complaints worldwide.

                   About Advanced Micro Devices

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As of September 26, 2009, AMD had $8.74 billion in total assets
against total current liabilities of $2.07 billion, deferred
income taxes of $243 million, long-term debt and capital lease
obligations, less current portion of $5.27 billion, other long-
term liabilities of $645 million, noncontrolling interest of
$1.07 billion; resulting in stockholders' deficit of $569 million.

                           *     *     *

As reported by the Troubled Company Reporter on October 7, 2009,
Standard & Poor's Ratings Services revised its outlook on Advanced
Micro Devices to positive from negative.  S&P also affirmed the
company's 'CCC+' corporate credit rating and all issue-level
ratings.  The rating reflects AMD's inconsistent and weak
operating profitability, its challenged market position in
microprocessers and uncertainties with respect to ongoing disputes
with Intel Corp. (A+/Stable/A-1+).  Sufficient liquidity and its
recent joint venture with Advanced Technology Investment Corp.-
that alleviates heavy capital spending requirements-partly offset
those concerns.

The TCR said May 26, 2009, Fitch revised the senior unsecured debt
rating on Advanced Micro Devices to 'CC/RR6' from 'CCC/RR6'.
Fitch affirmed AMD's Issuer Default Rating at 'B-'.  The Rating
Outlook is Negative.


AIRTRAN HOLDINGS: Conducts Presentation at Airlines Conference
--------------------------------------------------------------
AirTran Holdings, Inc.'s management on December 9, 2009, conducted
a presentation at the Next Generation Equity Research Airlines
Conference.

Management also conducted a presentation at the Raymond James 2009
Boston Fall Investors Conference on December 3, 2009.

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

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

Management said outlook for AirTran remains positive, noting that:

     -- Track record of profitability was restored in 2009:

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

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

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

     -- Fourth quarter 2009 outlook:

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

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

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

                     About AirTran Holdings

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

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

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

                          *     *     *

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

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


ALON USA: S&P Downgrades Rating on $450 Mil. Loan to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Alon USA Energy Inc.'s $450 million first-lien term loan to
'BB-' (one notch above the corporate credit rating) from 'BB'.
The rating was removed from CreditWatch, where it was placed with
negative implications on Dec. 8, 2009.  The recovery rating was
revised to '2' indicating an expectation of substantial recovery
(70% to 90%) in the event of payment default, from '1'.  "This
change reflects less confidence in very high recovery in the event
of default," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.

The 'B+' corporate credit rating on Alon USA Energy Inc. reflects
the challenges it faces as a small, independent oil refining and
marketing company with modest cash flow diversification among its
refineries.  The outlook is negative.

                            Rating List

                        Alon USA Energy Inc.

      Corporate Credit Rating                B+/Negative/--

           Rating Lowered And Removed From CreditWatch;
                     Recovery Rating Revised

                       Alon USA Energy Inc.

                                     To             From
                                     --             ----
  $450 Mil.  First-Lien Term Loan    BB-            BB/Watch Neg
   Recovery Rating                   2              1


AMR CORP: May Increase Proposed Capital Investment in JAL
---------------------------------------------------------
The Wall Street Journal's Mariko Sanchanta and Dow Jones
Newswires' Doug Cameron report AMR Corp.'s American Airlines said
Wednesday it may increase a proposed capital investment in Japan
Airlines Corp. and draw on financial support from other members of
their Oneworld alliance.

According to the report, Gerard Arpey, chairman and chief
executive of American parent AMR Corp., also offered to make JAL
the airline's "exclusive partner" in the region, as it intensified
efforts to fend off a rival offer from Delta Air Lines Inc.

AMR said earlier this month that it could inject $1.1 billion into
JAL with its partner TPG Inc., the private-equity group, and
support from members of its Oneworld alliance.

According to the report, the pledged support had previously been
in the form of logistical and management help for JAL, but Mr.
Arpey hinted the partners could also provide capital.  "In terms
of investment, it's fair to say that they are open-minded, but a
lot more understanding would have to be done in terms of how the
overall restructuring will come together," he said, the report
says.

The report relates the pace of talks is expected to intensify
after the U.S. and Japan last week agreed to an open-skies
aviation treaty, paving the way for JAL to seek antitrust immunity
with its eventual partner.

The report notes Delta and its partners in the rival SkyTeam
alliance have also said they may revise their proposal to inject
$500 million into JAL and provide a $200 million loan and a $300
million revenue guarantee.  Delta hasn't said whether other
SkyTeam members would inject funds into JAL.  The report also says
Richard Anderson, Delta's CEO, met with Seiji Maehara, Japan's
Minister of Land, Infrastructure, Transport and Tourism, last week
to explain his company's proposal in more detail.

                           *     *     *

At a news conference on December 16 in Tokyo -- held after a
meeting with Mr. Maehara -- Mr. Arpey said, "the total value of
the proposition we have made is far superior than the proposed
alternative, both in terms of commercial benefits and direct
financial investment. . . . [W]e have offered a solution that
would be an important piece of a successful restructuring plan.
It will enhance JAL's opportunity for long-term success while also
injecting a large amount of much-needed capital in the short term.

"[T]he bottom line is that our direct investment offer is worth
more than twice to JAL as any other proposal.  The difference is
even greater when you consider the commercial implications of JAL
exiting a superior global alliance with the strongest U.S. network
for a less desirable global alliance and U.S. network.  We
estimate this would cost JAL hundreds of millions of dollars per
year," according to Mr. Arpey.

The Oneworld alliance includes British Airways, Qantas, Cathay
Pacific, Iberia, LAN, Finnair and Mexicana.

Mr. Arpey also said American's proposal is also achievable and has
the most certain chance of success while creating the least risk
for JAL and its employees and customers, and for the Japanese
public and taxpayers.

Mr. Arpey also told reports a JAL-American Airlines combination
can readily obtain antitrust immunity from the United States
Department of Transportation, which will be worth hundreds of
millions of dollars to JAL in the future.  "We are confident that
this will not be an option for JAL in any other alliance," he
said.

Mr. Arpey explains, "An immunized partnership is critical to JAL's
future, and time is of the essence. With the new Open Skies
agreement in place, All Nippon Airways (ANA) will surely pursue
immunity with United Airlines and Continental Airlines, all
members of the Star Alliance. JAL must act quickly or risk losing
ground as these competitors grow stronger, which could very well
derail its restructuring.

"To suggest that JAL could achieve the benefits we've outlined
with another partner is simply disingenuous, as the recent remarks
of Former U.S. Secretary of Transportation Norm Mineta made very
clear.  The DOT's interest is in preserving and enhancing
competition.  Our proposal does that, and would result in a
landscape of three alliances of roughly equal size battling in the
U.S.-Japan market. That is the most favorable result for
consumers, which are the DOT's highest priority, as well as for
the countries involved and taxpayers.

Mr. Arpey also pointed out American's and JAL's interests are
aligned.  "That is not and never will be the case with the other
potential partner that has suddenly become interested in JAL's
future at a time when JAL is most vulnerable," he cited.

"It is clear that American succeeds when JAL succeeds.
Specifically, we both have an interest in seeing a successful U.S-
Japan Open Skies regime, which will mean more opportunities for
airlines to serve customers between the U.S. and Japan. It will
also pave the way for a closer relationship between American and
JAL through antitrust immunity, creating revenue and growth
opportunities for our respective companies.

"At the same time, United, Continental and ANA are expected to
become stronger through a similar partnership. You can clearly see
why that outcome -- tougher competition between the U.S. and Japan
-- would not be the desired outcome for some.  It would be
unfortunate if the ground breaking Open Skies agreement forged
last week by our two countries were jeopardized by a tie-up that
presents an uncompetitive dynamic across the Pacific.

"To better understand why American and JAL are the most natural
partners, consider that our networks complement each other -- they
don't overlap.  As a result, we each have a strong incentive to
push as much traffic as possible onto the other's network. In
fact, JAL is so central to our partnership that we have discussed
with JAL a proposal that would guarantee it exclusivity as our
sole partner in this region, assuring a strong JAL and Tokyo hub
for the future.

"That is very different from the situation JAL will face if it
leaves oneworld.  For example, American doesn't have a hub in
Japan or a hub in Korea that would compete for JAL's customers,
siphoning important revenue and traffic from its network.  Indeed,
the competing offer would put JAL at risk of losing customers at a
time when it can least afford it.  Yet, it is also clear that a
withered, marginalized JAL would significantly benefit SkyTeam's
immunized hub in Seoul.  That is not a risk that JAL, nor the
government of Japan, should take," according to Mr. Arpey.

                          About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                       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 $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.

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.

                             About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-
based holding company that is active in five business segments
through its 225 subsidiaries and 82 associated companies.  The Air
Transportation segment is engaged in the operation of passenger
and cargo planes.  The Air Transportation-Related segment is
engaged in the transportation of passengers and cargoes, the
preparation of in-flight food catering, the maintenance of
aircraft and land equipment, as well as the fueling business.  The
Travel Planning and Marketing segment is involved in the planning
and sale of travel packages.  The Card and Leasing segment is
engaged in the provision of finance, cards and leasing services.
The Others segment is involved in businesses related to hotels,
resorts, logistics, wholesale, retail, real estate, printing,
construction, manpower dispatch, as well as information and
communication.  The Company has numerous global operating
locations.

JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                           *     *     *

As reported by the Troubled Company Reporter on November 3, 2009,
Moody's Investors Service has downgraded the long-term debt rating
and issuer rating of Japan Airlines International Co., Ltd. To
Caa1 from B1, and will continue to review both ratings for further
possible downgrade.


ARCH CASE: U.S. Trustee Forms 6-Member Creditors' Committee
-----------------------------------------------------------
The USGlass News Network says Donald F. Walton, the U.S. Trustee
for the U.S. Bankruptcy Court for the South District of Florida,
appointed six creditors to serve on the Official Committee of
Unsecured Creditors of Arch Aluminum and Glass.

The members of the Committee:

   * Stephen P. Kirwen
     senior manager, financial services, for Pilkington North
     America, which holds a claim of $6,715,000.67;

   * Frank A. Hazen
     manager, credit and collections, for Guardian Industries
     Corp., which has a claim of $5,563,805.48;

   * Tommy Musick
     The William L. Bonnell Company in Newnan, Ga., which holds a
     claim of $1,660,044.43;

   * John Cattell
     Zeledyne LLC, which holds a claim of $1,405,266.20;

   * Charles Petrarca
     North American credit manager for Solutia Inc., with a claim
     of $1,220,052.777; and

   * Paul Garland
     corporate credit manager for AGC Flat Glass North America,
     which has a claim of $561,722.96.

Source notes Mr. Kirwen was named temporary chairperson for the
Committee.  A hearing is set for Dec 17, 2009, to review the
Debtor's request to establish procedures for the retention and
compensation of certain professionals, source adds.

Tamarac, Florida-based Arch Aluminum & Glass Co., Inc. -- fka
Trident Consolidated Industries, Arch, Inc., and Arch Tulsa
Acquisition Co.; and dba Arch Mirror North, Arch Mirror South,
Architectural Safety Glass, Arch Mirror West, Arch Tempered Glass
Products, and Arch Deco Glass -- was founded in 1978 by Robert
Silverstein, as a small South Florida glass and metal distributor
with a single truck. During the 1980's the Company opened
fabrication facilities and additional distribution facilities in
Florida and the Northeast.  The Company provides a comprehensive
line of products and services to more than 5,000 customers from 28
office, manufacturing and distribution facilities located in 19
states nationwide.

The Company filed for Chapter 11 bankruptcy protection on November
25, 2009 (Bankr. S.D. Fla. Case No. 09-36232).  The Company listed
$100,000,001 to $500,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- Arch Aluminum L.C.; AWP, LLC, dba
Yale-Ogron; Arch Aluminum and Glass International Inc.; and AAG
Holdings, Inc. -- also filed separate Chapter 11 petition.

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.


ASSOCIATED BANC-CORP: Fitch Cuts Issuer Default Ratings to 'BB+'
----------------------------------------------------------------
Fitch Ratings has downgraded the long-term and short-term Issuer
Default Ratings for Associated Banc-Corp to 'BB+' and 'B' from
'BBB' and 'F2', respectively.  Fitch also has downgraded the long-
term and short-term IDRs for ASBC's principal banking subsidiaries
to 'BBB-' and 'F3' from 'BBB' and 'F2', respectively.  In
addition, Fitch has downgraded the Individual Ratings for all
entities to 'C/D' from 'C'.  The Rating Outlook is Negative.

The rating actions reflect Fitch's belief that ASBC will
experience increased credit stress in the commercial real estate
loan portfolio in particular.  Given the credit outlook and low
loan loss reserve coverage of nonperforming loans at 48%, Fitch
anticipates that provisioning needs are likely to remain elevated.
Resulting earnings pressure in the near- and intermediate-term
will threaten to erode capital.  The Negative Outlook reflects the
possibility that asset quality deterioration could escalate beyond
Fitch's current expectations.

The two-notch downgrade of the holding company reflects Fitch's
view of reduced flexibility at the holding company following
ASBC's announcement of increased capital requirements imposed at
the bank by regulators.  Although the bank currently meets these
minimums which are above those for a well capitalized institution,
the bank is relatively close to the 8% Tier I leverage minimum in
particular, at 8.33% as of Sept. 30, 2009.  In addition to annual
debt service requirements of approximately $47 million and
$200 million in subordinated debt maturing in August 2011, the
holding company may need to downstream additional capital to the
bank should credit costs increase further.

ASBC's ratings factor in the company's solid core deposit base,
good liquidity, sound net interest margin and management of
interest rate risk, and good expense control.  Fitch views the
recent appointment of a successor to the retiring President and
Chief Executive Officer as a favorable development for the
organization.

ASBC is a $22.9 billion regional bank that operates approximately
300 offices in Wisconsin, Illinois, and Minnesota.  It offers
consumer and commercial banking services, trust and investment
management services, insurance, and mortgage banking.  Managed
trust assets totaled $5.2 billion at Sept. 30, 2009.

Fitch downgrades these:

Associated Banc-Corp

  -- Long-term IDR to 'BB+' from 'BBB';
  -- Subordinated debt to 'BB' from 'BBB-';
  -- Preferred stock to 'BB-' from 'BB+';
  -- Short-term IDR to 'B' from 'F2';
  -- Commercial paper to 'B' from 'F2';
  -- Individual to 'C/D' from 'C'.

Associated Bank, National Association

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Long-term deposits to 'BBB' from 'BBB+';
  -- Long-term senior debt to 'BBB-' from 'BBB';
  -- Short-term IDR to 'F3' from 'F2';
  -- Short-term deposits to 'F3' from 'F2';
  -- Individual to 'C/D' from 'C'.

Associated Trust Company, National Association

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Short-term IDR to 'F3' from 'F2';
  -- Individual to 'C/D' from 'C'.

ASBC Capital I

  -- Preferred stock to 'BB-' from 'BB+'.

The Rating Outlook is Negative.

In addition, Fitch affirms these ratings:

Associated Banc-Corp
Associated Bank, National Association
Associated Trust Company, National Association

  -- Support at '5';
  -- Support rating floor at 'NF'.


AUTOBACS STRAUSS: Sues Japanese Parent Autobacs Seven
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Autobacs Strauss Inc.
is suing the parent, Japan's Autobacs Seven Co., contending it
"fraudulently and knowingly" withheld information from the
bankruptcy court in buying the business from the prior Chapter 11
reorganization.

The complaint alleges that Autobacs Seven represented that the
Company would be sufficiently capitalized when it was purchased
and that it wouldn't take dividends.  Instead, the Company says
the parent paid the purchase price through $40.2 million in loans
rather than capital contributions, resulting in a "massive debt
obligation."  The complaint also contends that $10.9 million was
taken out in interest payments that should be recharacterized as
improper dividends.

In addition to the suit in bankruptcy court, the Company
simultaneously sued the parent in New Jersey federal district
court on the same facts, alleging violation of the Racketeer
Influenced and Corrupt Organizations Act.

The committee wants the bankruptcy court to void the loan made by
the parent as fraudulent transfer. The creditors are
also seeking to recover preferences and recharacterize debt to
the parent as equity.

The Bankruptcy Court has extended the Company's exclusive right to
propose a Chapter 11 plan by two weeks, until Dec. 29.

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

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


AXIA INC: Files Chapter 11 for Quick Sale to Insiders and Lenders
-----------------------------------------------------------------
Axia Inc., Ames Taping Tool Systems, Inc., and other affiliates
filed Chapter 11 petitions, intending to sell the business to a
group including existing lenders and shareholders.

Ames Taping Tools said in a statement it has entered into a
definitive agreement to sell its assets to a group of investors
led by Aurora Capital Group, GSC Group and Saybrook Corporate
Opportunity Fund, all of whom are existing investors in the
company.  The sale is subject to overbids under a Section 363
process and bankruptcy court approval, and is expected to formally
close in approximately 90 days.

"Ames has great depth in the ATF markets nationally and
internationally and we will continue to offer Ames customers high-
quality services and a broad assortment of products, which they
have come to count on," said Ames Chief Financial Officer Drew
Garner.  "With the newly recapitalized balance sheet and the
reduction in liabilities, along with $20 million of new capital,
Ames will be the best positioned to provide best of class service,
innovative automated taping tools and a foot print to service our
broad set of customers."

The Company believes that the transaction and the new financing
will allow it to complete its financial restructuring
expeditiously with no disruption to its operations or customer
service.  The company expects the sale to reduce its liabilities
burden, enhance its competitiveness under its brand names Ames and
Bazooka, and position it for growth and profitability in the
future.  The company's non-U.S. entities are not part of the
Chapter 11 filing.

According to Bill Rochelle at Bloomberg, Axia projected it would
need $59 million in annual revenue to break even.  For 2010,
projected revenue was $29.5 million, resulting in a predicted $4.8
million loss before interest, taxes, depreciation and
amortization.  As a result of declining construction, Axia's sales
are down 65% from the peak during the building boom.  Revenue this
year is forecast to be $34 million, Mr. Garner said.

The report adds that the Company, without a business plan to
generate profit, agreed with the lenders to sell the business
immediately.  A motion to approve sale procedures must be filed
within days, and the sale must be completed within 80 days.  A
group including existing lenders and shareholders is intended to
be the so-called stalking horse at auction.

                        About Axia Inc.

Axia Inc. and Ames Taping manufacture automatic taping and drywall
finishing tools.  Ames' principal business is the rental and
service of its fleet of over 220,000 ATF tools under its flagship
Bazooka(R) brand name through its network of over 200 Company-
owned stores, franchised locations, field vans, and rental
stations located throughout the U.S. and Canada.  Ames also sells
ATF tools in the U.S. and Canada under the broadly recognized
brand name TapeTech(R) through a network of over 200 independent
dealers, and internationally, under the brand name Premier
International(R).  The Companies are controlled by Aurora Equity
Partners.

Axia Inc. and three affiliates filed for Chapter 11 on Dec. 14,
2009 (In re Ames Holding Corp., Bankr. D. Del. Case No. 09-14406).

Assets at Oct. 30, 2009, were $178 million.  Liabilities include
$69.2 million on a senior secured term loan and a $91.8 million
subordinated secured term loan.

Attorneys at Richards, Layton & Finger, P.A., represents the
Debtors.


B-SWDE2 LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: B-SWDE2, LLC
        3455 Cliff Shadows Parkway, Ste. 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 09-33470

Chapter 11 Petition Date: December 15, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Georganne W. Bradley, Esq.
                  Kaempfer Crowell Et Al.
                  3800 Howard Hughes Pkwy., Seventh Floor
                  Las Vegas, NV 89169
                  Tel: (702) 792-7000
                  Fax: (702) 796-7181
                  Email: gbradley@kcnvlaw.com

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

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

According to the schedules, the Company has assets of $1,249,500,
and total debts of $1,015,000.

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Thomas J. DeVore.


B&G FOODS: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on B&G Foods Inc., including the corporate credit rating to 'B+'
from 'B'.  At the same time S&P removed all ratings from
CreditWatch, where they were placed with positive implications on
Sept. 10, 2009.  The outlook is stable.  S&P estimates that B&G
Foods currently has about $440 million of reported debt
outstanding.

In addition, Standard & Poor's raised the issue-level ratings on
the company's senior secured credit facility to 'BB' from 'BB-'
(two notches higher than the corporate credit rating).  The
recovery rating on this debt remains '1', indicating S&P's
expectation for very high (90%-100%) recovery in the event of a
payment default.  S&P also raised the issue level ratings on the
company's senior unsecured notes to 'B+' from 'B' (the same as the
corporate credit rating), with a recovery rating of '4',
indicating S&P's expectations for average recovery (30%-50%) in
the event of a payment default.  Lastly, S&P raised the ratings on
the company's senior subordinated notes to 'B-' from' CCC+' (two
notches lower than the corporate credit rating), with a recovery
rating of '6', indicating S&P's expectations for negligible (0%-
10%) recovery in the event of a payment default.

"The upgrade reflects S&P's opinion that credit measures have
improved following the company's equity issuance in September
2009," said Standard & Poor's credit analyst Christopher Johnson.
The transaction raised about $87 million of net proceeds, which
together with available cash was used to redeem $90 million of the
company's senior subordinated notes due 2016.  S&P estimates that
pro forma for the debt prepayment, leverage improved to about
4.5x, compared with a ratio of 5.3x for the 12 months ended Sept.
30, 2009.

The ratings on B&G foods reflect the company's participation in
the highly competitive, although somewhat recession resistant,
packaged foods industry.  Additional rating factors include the
company's history of debt financed acquisitions, as well as its
generally favorable operating margins.

B&G is a manufacturer, marketer, and distributor of a diversified
portfolio of food products in the U.S., including branded hot
cereal, taco shells, maple syrup, pickles, peppers, fruit spread,
Mexican ingredients, baked beans, meat spreads, hot sauces and
peppers, seasonings, molasses, and other specialty food products.
B&G's acquisition strategy, which has been inactive in the current
market environment, includes buying smaller (typically under
$100 million in net sales), niche, shelf-stable brands with
leading market positions and solid margins.  Since 1996, B&G has
acquired nine separate businesses, and currently manages 18
brands.

The stable outlook reflects the company's generally stable
operating performance and S&P's expectations that B&G will sustain
its improved pro forma credit measures, including adjusted debt to
EBITDA in the 4.5x area, over the next year.  S&P estimates that
even in a downside scenario in which annual sales declined by
about 5% and EBITDA margins dropped by more than 200 basis points,
leverage would still be at or below 5x.  S&P would consider
lowering the ratings if the company adopts a more aggressive
financial policy, or if leverage were to exceed 5.5x.  Although
unlikely over the near term, S&P would consider raising the
ratings if credit measure were to further improve, including
sustaining FFO to total debt well above 20% and adjusted debt to
EBITDA in the 3x area.


BALDOR ELECTRIC: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Baldor Electric Company's B1
Corporate Family and Probability of Default Ratings and revised
the outlook to stable from negative.  At the same time, Moody's
maintained Baldor's Speculative Grade Liquidity Rating of SGL-2,
designating good liquidity, as well as the Ba3 rating to company's
secured bank credit facilities and the B3 rating on its unsecured
notes.

The affirmation of the CFR and PDR considers that, despite a
reduction of some 6% or $87 million in outstanding debt since
year-end 2008, the company's revenues and cash flows have fallen
by a higher proportion.  As a result, adjusted debt/EBITDA and
debt/revenues on an LTM basis at the end of the 3rd quarter rose
to 4.7 x and 80% respectively from 4.0 x and 72% at year-end.
However, Baldor has remained profitable through the downturn in
its critical North American markets for industrial electric motors
and mechanical power transmission products, and importantly, its
free cash flow has improved.  Significantly, the company's recent
operating margins have increased from a combination of
restructuring actions designed to reduce its expense base and
lower metal costs (compared to levels experienced in the second
half of 2008).  Stronger cash flows have developed from ongoing
profitability and from an unwinding of investments in working
capital, in part assisted by reduced commodity costs.  Of the
company's YTD free cash flow of some $92 million, Moody's would
attribute nearly 2/3rds to lower net working capital (the sum of
accounts receivable and inventory prior to LIFO reserves less
accounts payable), a source which is unlikely to be recurring if
and when volumes level-off or begin to grow.

Baldor has commented that its order levels have begun to stabilize
and that de-stocking in its significant distributor channel has
likely come to an end.  Towards the end of 2010, demand for its
Super-E line of energy efficient motors will accelerate upon the
implementation date of new US motor efficiency standards.  This
product line accounted for close to 15% of Baldor's motor sales in
the third quarter, a share that should gain traction during 2010
and certainly beyond, which should boost revenues and margins over
time.  Nonetheless, Baldor faces at least another quarter of
challenging quarterly comparisons to prior year periods with 4th
quarter revenues expected to be off by 20%-25%.  Accordingly,
Moody's would anticipate that trailing LTM metrics could
experience further deterioration.  However, performance measures
are seen as settling within acceptable parameters of the B1 rating
category as the company is expected to sustain its operating
margins and free cash flow generation as well as continue to pay-
down debt.

As a result, the outlook was revised to stable from negative.  The
stable outlook is further supported by a good liquidity profile
involving free cash flow, minimal required amortization, a $200
million revolving credit facility with $182 million of
availability at the end of the third quarter, and comfortable
cushion under its financial covenants.

Ratings affirmed with refreshed Loss Given Default point
estimates:

* Corporate Family, B1
* Probability of Default, B1
* $200 million revolving credit facility, Ba3, LGD-3, 31%
* $688 million term loan, Ba3, LGD-3, 31%
* $550 million senior unsecured notes, B3, LGD-5, 83%
* Speculative Grade Liquidity, SGL-2

The last rating action was on April 1, 2009, at which time the CFR
and PDR were affirmed and the Speculative Grade Liquidity rating
was changed to SGL-2 from SGL-3.

Baldor Electric Company, headquartered in Fort Smith, AR, is a
manufacturer of industrial electric motors, drives, generators and
other mechanical power transmission products.  Revenues for fiscal
2009 should approximate $1.5 billion.


BANK OF AMERICA: Board Elects Brian Moynihan as CEO
---------------------------------------------------
CHARLOTTE, N.C., Dec. 16 /PRNewswire-FirstCall/ -- The Bank of
America Board of Directors today elected Brian T. Moynihan as
chief executive officer and president of the company. He will
assume the office and join the Board of Directors following the
retirement of Kenneth D. Lewis on December 31, 2009.

Mr. Moynihan, 50, has held senior leadership positions at Bank of
America representing experience across virtually all business
lines.  He currently is president of Consumer and Small Business
Banking, which has relationships with about 53 million households
and small businesses across the United States.

"Brian's wide range of experience, his relationships inside and
outside of the company, and his demonstrated ability to understand
business dynamics and effect constructive change made him the best
person for the position," said Dr. Walter E. Massey, chairman of
Bank of America, who led a search that considered both internal
and external candidates.

"Brian has been the top executive leading wealth management,
corporate and investment banking and consumer banking. His work
with international clients in our capital markets businesses has
given him broad knowledge of and perspective on global financial
services markets.  He has excelled in every role, earning the
loyalty and respect of customers and associates alike.  In short,
Brian brings the right combination of knowledge, experience and
leadership to achieve all of our company's goals for the future.

"While we considered external candidates," Massey continued, "the
Board decided after listening to shareholders, regulators and
others that Brian's experience was commensurate with or better
than any of those candidates, and he offered the advantage of a
smooth transition. Bank of America has a talented team, and one of
our principal jobs as directors is to support that team as it goes
about creating value for all of our constituencies."

Mr. Moynihan, who was named to his current role earlier this year,
joined FleetBoston Financial (a predecessor to Bank of America) in
1993.  He subsequently rose to senior positions at that company.
Fleet was acquired by Bank of America in 2004.

"I am honored to have the opportunity to lead this important
company," said Mr. Moynihan. "We have everything we need at Bank
of America to be the best financial services company in the world.
We have leading positions in every important sector and market. We
have capabilities that I believe match or exceed all our
competitors. We have the right values and culture, and we have an
unbelievably dedicated management team and associate base.

"What we need to do now is very simple," Mr. Moynihan continued.
"We need to execute. This company has a long tradition of
operational excellence and strong execution. My goal is to refocus
our efforts and attention on those core capabilities that will
make us the best financial services firm in the world.

"Clearly, customers and clients have benefited from the franchise
Ken Lewis, Hugh McColl and others have built over the decades. Our
business model has also worked for shareholders. Before the
crisis, we were the most efficient banking company with our
business mix in the country, and we will see that as a target
going forward. I believe we have the scale, capital, liquidity and
diversity of income that all support safety and soundness.

"But as the world has changed, we must continue to be flexible and
build on our strong tradition, and change to meet our customers'
needs," Mr. Moynihan said. "We think of this not as changing the
business model, but changing the way we do business. We are
committed to fairness and transparency as we seek to provide the
best financial products and services in the world."

Since taking over Consumer and Small Business Banking last August,
Mr. Moynihan has spearheaded the introduction of a new Basic
Credit Card, the freezing of credit card rates and the amending of
overdraft policies to benefit customers.

Mr. Moynihan will succeed Mr. Lewis, who has served as Bank of
America's chief executive officer since 2001.  Mr. Lewis recently
announced that he will retire from the company after a 40-year
career on December 31, 2009.

"I have worked closely with Brian Moynihan for six years, and I
believe he is the right person to lead our company forward," Mr.
Lewis said.  "He is a decisive leader and an exacting manager. He
understands the U.S. and global financial services markets, and is
extremely adept at the art of managing risk and reward. He knows
this company and its capabilities as well as, if not better than,
anyone. Most importantly, he cares deeply about our customers, our
shareholders, our associates and the communities we serve. I
applaud the Board's choice - Brian is the perfect leader to bring
our many market-leading businesses together, to build on our long-
standing culture of operational excellence, and to make sure our
focus stays 100 percent on our customers and clients as we move
ahead."

                       About Brian Moynihan

Brian Moynihan joined FleetBoston Financial in April 1993. He was
promoted to lead Corporate Strategy and Development and then went
on to lead Global Wealth and Investment Management at the company.
Following Bank of America's 2004 merger with FleetBoston
Financial, he joined Bank of America as president of Global Wealth
and Investment Management, overseeing the delivery of industry-
leading financial services to individual and institutional
investors, commercial businesses and large corporations, financial
institutions and government entities across the United States and
in more than 150 countries.

From 2007 to 2009, Mr. Moynihan served as president of Global
Corporate and Investment Banking, leading a business delivering a
wide range of financial services products and services to more
than 140,000 clients around the world, ranging from small, high-
growth and middle-market companies to large multinational
corporations, government entities, financial sponsors and
institutional investors.

Mr. Moynihan is a member of the bank's executive management team,
and chairs Bank of America's Global Diversity and Inclusion
Council.

Mr. Moynihan is a graduate of Brown University and the University
of Notre Dame Law School.  He serves on the boards of directors of
YouthBuild Boston and the Boys and Girls Clubs of Boston.  He is a
former chairman of the Travelers Aid Society of Rhode Island and
Providence Haitian Project, Inc.

                      About Kenneth D. Lewis

Mr. Lewis was named chief executive officer in 2001, succeeding
Hugh L. McColl, Jr., who served as CEO from 1983 to 2001.  Mr.
Lewis joined North Carolina National Bank (NCNB, predecessor to
NationsBank and Bank of America) in 1969 as a credit analyst in
Charlotte. After serving in a variety of leadership roles across
the company, he was named chief executive officer and president of
Bank of America in April of 2001.

Mr. Lewis was born in 1947 in Meridian, Mississippi. He earned a
bachelor's degree in finance from Georgia State University, and is
a graduate of the Executive Program at Stanford University.

Mr. Lewis is the only two-time winner of American Banker
newspaper's "Banker of the Year" award (2002, 2008).  He was named
in 2007 as one of the 100 most influential people in the world by
Time magazine.

During Mr. Lewis' tenure, Bank of America attracted millions of
new customers and expanded existing relationships through the
creation of new financial products, services, delivery channels
and technologies, and by improving customer satisfaction
significantly across every major line of business. Through
selective acquisitions, Mr. Lewis garnered market-leading
positions and opportunities for future growth for the bank in
important markets and sectors of the financial services industry,
including the Northeast and Midwest U.S. banking markets, private
banking, card services, home lending, wealth management and
investment banking.

Under Mr. Lewis' leadership, Bank of America announced new 10-
year, nationwide goals for community development lending and
investing ($1.5 trillion) and philanthropic giving ($2 billion),
and a $20 billion Environmental Initiative aimed at investing in
the companies and technologies that are helping to create
environmental and economic sustainability around the world.

                       About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.

Following the acquisition of Merrill Lynch on January 1, 2009,
Bank of America is among the world's leading wealth management
companies and is a global leader in corporate and investment
banking and trading across a broad range of asset classes serving
corporations, governments, institutions and individuals around the
world.

Bank of America stock is a component of the Dow Jones Industrial
Average and is listed on the New York Stock Exchange.

BofA sought government backing in completing its acquisition of
Merrill Lynch.  Merrill Lynch & Co. Inc. -- http://www.ml.com/--
is a wealth management, capital markets and advisory companies
with offices in 40 countries and territories.

                           *     *     *

BofA received US$45 billion in government bailout money when the
economic collapse in 2008.

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.

BofA reported a third-quarter 2009 net loss of $1.0 billion.

On December 8, 2009, the TCR said Standard & Poor's Ratings
Services raised its preferred-stock ratings on BofA to 'BB' from
'B'.  S&P also raised its preferred-stock ratings on BofA's bank
subsidiaries to 'BB+' from 'B'.  All other ratings, including the
'A/A-1' counterparty credit rating, are affirmed.  The outlook is
stable.

BofA has announced regulatory approval to repay $45 billion in
U.S. Treasury Troubled Asset Relief Program funds.  Funding for
the repayment will likely consist of a mix of existing cash and
new issuances of common stock equivalents, which in S&P's view is
a significantly positive step.  S&P expects the proceeds for the
repayment to come from internal resources, a significant new
equity raise, and disposal of noncore assets.  S&P estimate that
the risk-adjusted capital ratio under its proprietary risk-
adjusted capital framework would increase to about 7.9% pro forma
from 6.7% as of Sept. 30, 2009.


BERNARD MADOFF: Customers Oppose Fees Over Claim Method
-------------------------------------------------------
According to Bill Rochelle at Bloomberg News, a customer of
Bernard L. Madoff Investment Securities Inc. is objecting to fees
sought by the trustee's law firm, arguing that the trustee is
ignoring law by proposing to calculate claims without regard for
the balances shown on the final account statements.  The
bankruptcy judge months ago sanctioned a process where the
methodology for calculating claim would culminate in a Feb. 2
hearing.  The method proposed by the trustee is supported by the
Securities Investor Protection Corp., whose fund insures each
account up to $500,000

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

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

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

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

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

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


BLOCKBUSTER INC: Offers Array of Entertainment Options
------------------------------------------------------
The Wall Street Journal's Sarah McBride reports Blockbuster Inc.
is trying to recast itself as more than DVD-rental chain.  Ms.
McBride relates that by offering a broad array of entertainment
options and ways to get them, Blockbuster Chief Executive Jim
Keyes hopes to beat back competition from companies that provide
movies via mailed rentals, kiosks and deeply discounted sales.

The Journal reports Blockbuster has partnered with Samsung
Electronics Co. to get a "Blockbuster" button that's built into
some new Samsung DVD players and displayed on the home screens of
some Samsung TVs with Internet access.  The Journal says
Blockbuster has a similar arrangement involving Tivo Inc.'s
digital recorders.  Now, customers with these devices can rent or
buy new hit movies from Blockbuster.com by clicking a button, the
Journal says.

The Journal says Blockbuster announced Wednesday an iPhone
application that will let Blockbuster customers check in-store
availability and manage their online movie queues.

Blockbuster also launched BLOCKBUSTER Direct Access, a new service
that gives store customers access to the more than 95,000 titles
carried in Blockbuster's distribution centers.  With BLOCKBUSTER
Direct Access, staff at participating BLOCKBUSTER stores can
search available inventory at nearby distribution centers and
arrange for a title that is out of stock or not carried in the
store to be mailed directly to the customer, usually within three
postal days.  Customers do not have to be a BLOCKBUSTER Online
subscriber to use the service. Returning the rental is easy.
Customers can either mail it back in the provided postage-paid
envelope or return it to a participating store.  Customers also
have the added benefit of exchanging the movie at their local
participating BLOCKBUSTER store for a $1.99 discounted movie
rental or $4.99 discounted game rental.

"If we saw our future as only renting DVDs, there would be a
question about the future," the Journal quotes Mr. Keyes as
saying.  "But if our real mission is providing the most convenient
access to entertainment, there's a real opportunity for us."

                      About Blockbuster Inc.

Dallas-based Blockbuster Inc. (NYSE: BBI, BBI.B) is a global
provider of rental and retail movie and game entertainment.  The
Company provides its customers with convenient access to media
entertainment anywhere and any way they want it -- whether in-
store, by-mail, through vending and kiosks or digital download.
With a highly recognized brand name and a library of over 125,000
movie and game titles, Blockbuster leverages its multi-channel
presence to further build upon its leadership position in the
media entertainment industry and to best serve the two million
daily global customers and over 50 million annual global
customers.  The Company may be accessed worldwide at
http://www.blockbuster.com/

As reported by the Troubled Company Reporter, Sept. 18, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Blockbuster to 'B-' from 'CCC'.  The outlook is stable.

The TCR on Oct. 6, 2009, said Moody's Investors Service upgraded
Blockbuster's long term ratings, including its probability of
default rating to 'Caa1' from 'Caa3' and its corporate family
rating to 'Caa1' from 'Caa2'.  The rating outlook is stable.


BLUEKNIGHT ENERGY: Trading Symbol Changed to "BKEP"
---------------------------------------------------
The trading symbol for the common units of Blueknight Energy
Partners, L.P., formerly SemGroup Energy Partners, L.P., was
changed to "BKEP" -- from SGLP.PK -- effective at the open of
business on December 11, 2009.  The common units continue to trade
on the Pink Sheets.  The trading symbol change supports the recent
change of the Partnership's name from SemGroup Energy Partners,
L.P. to Blueknight Energy Partners, L.P.

                 About Blueknight Energy Partners

Blueknight Energy Partners, L.P., formerly SemGroup Energy
Partners, L.P. -- http://www.BKEP.com/-- owns and operates a
diversified portfolio of complementary midstream energy assets
consisting of approximately 8.2 million barrels of crude oil
storage located in Oklahoma and Texas, approximately 6.7 million
barrels of which are located at the Cushing, Oklahoma interchange,
approximately 1,150 miles of crude oil pipeline located primarily
in Oklahoma and Texas, over 200 crude oil transportation and
oilfield services vehicles deployed in Kansas, Colorado, New
Mexico, Oklahoma and Texas and approximately 7.4 million barrels
of combined asphalt and residual fuel storage located at 46
terminals in 23 states. The Partnership provides crude oil
terminalling and storage services, crude oil gathering and
transportation services and asphalt services.  The Partnership is
based in Tulsa, Oklahoma.

At September 30, 2009, the Company had total assets of
$316.8 million against total current liabilities of $27.9 million,
and long-term debt of $422.4 million, resulting in partners'
deficit of $133.6 million.

                          Going Concern

Due to the events related to the bankruptcy filings of SemGroup,
L.P., including decreased revenues in SemGroup Energy Partners'
crude oil gathering and transportation and asphalt services
segments, increased general and administrative expenses related to
legal and financial advisors as well as other related costs, and
uncertainties related to securities and other litigation, SemGroup
Energy Partners continues to face uncertainties with respect to
its ability to comply with covenants under its credit facility.
These factors raise substantial doubt about SemGroup Energy
Partners' ability to continue as a going concern.


BRANDYWINE HEALTH SERVICES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Brandywine Health Services of Mississippi, Inc.
          dba Choctaw County Medical Center
        311 West Cherry Street
        Ackerman, MS 39735

Bankruptcy Case No.: 09-16528

Chapter 11 Petition Date: December 14, 2009

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: J. Walter Newman, IV, Esq.
                  248 E. Capitol Street, Suite 539
                  539 Trustmark Bldg
                  Jackson, MS 39201
                  Tel: (601) 948-0586
                  Fax: (601) 948-0588
                  Email: stacyplee@mac.com

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

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

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

The petition was signed by Jeff A. Morse, owner of the Company.


CIT GROUP: To Waive Fees on SBA Loans
-------------------------------------
CIT Group Inc. said Monday that it is waiving fees for the next
three months on all approved Small Business Administration Loan
applications, according to ABI.

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

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

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

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


CIT GROUP: Fitch Corrects Press Release, Withdraws Ratings
----------------------------------------------------------
Fitch Ratings has issued a correction for a release that went out
Dec. 14, 2009.  It now includes withdrawn ratings for CIT Group
and upgraded and withdrawn ratings for CIT Group and CIT Group
Funding Co. of Delaware.

Fitch withdrew its ratings of CIT Group Inc. and subsidiaries.

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

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

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

These ratings have been withdrawn by Fitch.

CIT Group Inc.

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

CIT Bank

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

CIT Group Australia Inc.

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

These ratings have been downgraded and withdrawn by Fitch:

CIT Group Funding Company Delaware

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

These ratings have been upgraded and withdrawn by Fitch:

CIT Group Inc.

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

CIT Group Funding Company of Delaware

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


CITIGROUP INC: Abu Dhabi Fund Wants Investment Deal Rescinded
-------------------------------------------------------------
Citigroup Inc. disclosed an arbitration claim was filed on
December 15, 2009, against Citi in New York by the Abu Dhabi
Investment Authority, which purchased equity units from the
company in November 2007.  The units obligate ADIA to purchase a
total of $7.5 billion of common equity on specified dates in 2010
and 2011.  The arbitration claim alleges fraudulent
misrepresentations in connection with the sale and seeks
rescission of the investment agreement or damages in excess of
$4 billion.  Citi believes the allegations are entirely without
merit and intends to defend against them vigorously.

The Troubled Company Reporter, citing Dow Jones Newswires'
Marshall Eckblad, reported on December 4 that Abu Dhabi Investment
Authority will soon start purchasing $7.5 billion in Citi shares
at $31.83 apiece, even though the New York bank's stock closed at
$4.10.  The investment deal was struck two years ago, early in the
financial crisis.  Abu Dhabi agreed to invest $7.5 billion in Citi
in exchange for an 11% annual dividend.

"The value of Abu Dhabi's investment will ultimately be shaped by
the price of Citigroup's stock come March.  But it seems very
likely that 'one of the world's . . . most sophisticated equity
investors,' as Citi crowed of Abu Dhabi when it inked the complex
deal, will soon overpay for the stock of a bank that has fallen
into the arms of the U.S. government," according to Mr. Eckblad.

The TCR also said on December 4 that Citigroup announced the
successful remarketing of $1.875 billion aggregate principal
amount of its debt securities, representing the first of four
series of debt securities required to be remarketed under the
terms of Citi's Upper DECS Equity Units issued to the Abu Dhabi
Investment Authority in December 2007.  Pursuant to the agreements
governing the Upper DECS Equity Units, the interest rate on this
first series of remarketed debt was reset to 6.010%.  The
remarketing will settle on December 15, 2009.

According to the terms of the Upper DECS Equity Units, the Abu
Dhabi Investment Authority is obligated to purchase a total of
235.6 million shares of Citi common stock in four equal
installments, on March 15, 2010, September 15, 2010, March 15,
2011, and September 15, 2011, for a total purchase price of
$7.5 billion.

Citi said the proceeds from the first remarketing will be used to
satisfy the first stock purchase obligation on March 15, 2010.  As
a result of each of the four required common stock purchases,
Citi's Tier 1 Common and Tangible Common Equity are expected to
increase by approximately $1.875 billion in each of the first and
third quarters of 2010 and 2011.  Citi's Tier 1 Capital level will
remain unchanged by the required stock purchases.

Mr. Eckblad pointed out the bad news for Abu Dhabi is it only
demanded such dividend payments for a little more than two years
-- until March 15, 2010.  Afterwards, Abu Dhabi would in essence
exchange its original investment in four installments for
Citigroup common stock, which was then worth nearly $31.

According to Mr. Eckblad, by agreeing ahead of time to exchange
cash for stock at a price of $31.83, Abu Dhabi figured to make
money under the assumption that Citigroup's shares would rise
modestly over more than 27 months.  "But now it is Citi, not Abu
Dhabi, that is seeing prospects for a winning deal.  If Citi's
stock price holds steady through March, the beleaguered New York
bank will basically be able to raise new capital by selling stock
at more than seven times its market price.  The deal will also
boost Citi's Tier 1 common equity and tangible common equity by
$1.875 billion," Mr. Eckblad said, citing Citi's statement.

                      About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  At June 30, 2009, Citigroup had
total assets of $1.84 trillion and total liabilities of
$1.69 trillion.

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

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

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


CITIGROUP INC: Treasury Shelves Plan to Unload Shares
-----------------------------------------------------
Citigroup Inc. on Wednesday announced the pricing of 5.4 billion
common shares and 35 million tangible equity units as part of its
agreement with the U.S. government and its regulators to repay
U.S. taxpayers for the $20 billion the government holds in TARP
trust preferred securities and to terminate the loss-sharing
agreement with the government.

The common stock priced at $3.15 per share, generating net
proceeds of approximately $17 billion.  The tangible equity units
priced at $100 each, generating net proceeds of approximately $3.5
billion (about $2.8 billion counted as equity.)

The combined offering of common stock and tangible equity units is
the largest public equity offering in U.S. capital markets
history, Citi said in a statement.

Upon completion of the offerings and the repayment of the $20
billion of the TARP trust preferred securities and the termination
of the loss-sharing agreement, Citi will no longer be deemed to be
a recipient of "exceptional financial assistance" under TARP.

The U.S. Treasury announced it would extend its lock-up period on
the sale of its 7.7 billion share common equity stake to 90 days
from 45 days after the completion of this offering.  The UST
decided not to sell any of its shares in connection with Citi's
sale of common stock and tangible equity units.

The tangible equity units are comprised of a prepaid stock
purchase contract and a junior subordinated amortizing note.  Each
stock purchase contract has a settlement date of December 22, 2012
and will settle for between 889 million and 1.1 billion shares of
Citi common stock, subject to adjustment as described in the final
prospectus relating to the offering.  The amortizing notes will
pay holders equal quarterly installments of $1.875 per amortizing
note, which in the aggregate will be equivalent to a 7.50% cash
payment per year with respect to each $100 stated amount of
tangible equity units and has a scheduled final installment
payment date of December 15, 2012.  Citigroup has the right to
defer installment payments on the amortizing notes at any time and
from time to time but not beyond December 15, 2015.

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

Citigroup Global Markets Inc. is serving as sole book-running
manager of these offerings. Citi has granted the underwriters for
the common stock offerings an over-allotment option to purchase up
to 809.5 million additional shares of common stock.

                           *     *     *

People familiar with the situation told The Wall Street Journal's
David Enrich the U.S. government has reversed its plans to begin
reducing its 34% stake in Citigroup Inc. after investors balked at
buying the bank's shares.  Sources told the Journal some investors
said they were willing to buy shares only if Citi extracted an
agreement from the Treasury Department to hold off on any future
stock sales for at least 90 days.

The Journal's sources also said the government now plans to unload
its Citigroup stock gradually over the next 12 months.

"At the expected sale price of $3.15 a share, the U.S. government
would have suffered a loss of 10 cents per share on its 7.7
billion-share stake in Citigroup, or about $770 million," the
report says.

The Journal also notes the Treasury's 90-day lockup is a
significant concession because the government previously could
sell its Citigroup shares whenever it wanted.

                      About Citigroup Inc.

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

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

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

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


CITIGROUP INC: Gov't Forgo Billions in Potential Tax Payments
-------------------------------------------------------------
Washington Post Staff Writer Binyamin Appelbaum reports the U.S.
Government quietly agreed to forgo billions of dollars in
potential tax payments from Citigroup Inc. as part of the deal to
wean Citi from the Troubled Assets Relief Program.

The Post relates the Internal Revenue Service on Friday issued an
exception to long-standing tax rules for the benefit of Citigroup
and a few other companies partially owned by the government.  As a
result, Citigroup will be allowed to retain billions of dollars
worth of tax breaks that otherwise would decline in value when the
government sells its stake to private investors, according to the
report.

While the Obama administration has said taxpayers are likely to
profit from the sale of the Citigroup shares, accounting experts
said the lost tax revenue could easily outstrip those profits, the
Post says.

As reported by the Troubled Company Reporter, Citigroup on Monday
said it has reached an agreement with the U.S. government and its
regulators to repay U.S. taxpayers for the $20 billion the
government holds in TARP trust preferred securities and to
terminate the loss-sharing agreement with the government.  Citi
said it would issue $20.5 billion of capital and debt.

The Wall Street Journal says the government would unload its
Citigroup stock gradually over the next 12 months.

The Post relates Treasury officials said the most recent change
was part of a broader decision initially made last year to shelter
companies that accepted federal aid under the TARP from the normal
consequences of such an investment.  Officials also said the
ruling benefited taxpayers because it made shares in Citigroup
more valuable and asserted that without the ruling, Citigroup
could not have repaid the government at this time.

"This rule was designed to stop corporate raiders from using loss
corporations to evade taxes, and was never intended to address the
unprecedented situation where the government owned shares in
banks," The Post quoted Treasury spokeswoman Nayyera Haq as
saying.  "And it was certainly not written to prevent the
government from selling its shares for a profit."

                      About Citigroup Inc.

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

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

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

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


CONSECO INC: Commences Public Offering of 45,000,000 Common Shares
------------------------------------------------------------------
In a regulatory filing Monday, Conseco, Inc., announced that it
has commenced an underwritten public offering of 45,000,000 shares
of its common stock.  The Company intends to grant the
underwriters a 30-day option to purchase up to an additional
4,500,000 shares of the Company's common stock.  The shares will
be issued pursuant to a prospectus filed as part of a registration
statement previously filed with the Securities and Exchange
Commission on Form S-1.  Morgan Stanley & Co. Incorporated is
acting as bookrunning manager and Credit Suisse Securities (USA)
LLC, FBR Capital Markets & Co. and Macquarie Capital (USA) Inc.
are acting as co-managers.

In a press release on December 14, 2009, the Company said it
intends to use $150 million plus 50% of the net proceeds in excess
of $200 million to repay indebtedness under its senior credit
agreement, as required by Amendment No. 3 to its senior credit
agreement, which will become effective upon the closing of this
offering.  The Company intends to use the remaining net proceeds
for general corporate purposes.

These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.

The offering will be made only by means of a prospectus, copies of
which may be obtained from Morgan Stanley & Co. Incorporated, at
180 Varick Street, 2nd Floor, New York, New York 10014, Attention:
Prospectus Department, Toll-Free (866) 718-1649 or by emailing
prospectus@morganstanley.com.

On December 14, 2009, the Company filed an amended Form S-1
registration statement.  A full-text copy of the Company's Form S-
1A is available for free at http://researcharchives.com/t/s?4bd3

                      About Conseco Inc.

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

                        *     *     *

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

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

As reported in the Troubled Company Reporter on December 15, 2009,
Standard & Poor's Ratings Services placed its 'CCC' counterparty
credit rating on Conseco Inc. on CreditWatch with positive
implications, "to reflect Conseco's significantly improved
financial flexibility."  Standard & Poor's credit analyst Kevin
Maher said, "this follows the approval of amendments to bank
covenants in its credit facility and the debt restructuring in
October 2009."

S&P will resolve the CreditWatch status of the rating following
the completion of the broad public offering to raise at least
$200 million of equity capital.


CONTINENTAL AIRLINES: Inks Underwriting Deal with Morgan Stanley
----------------------------------------------------------------
Continental Airlines, Inc., on December 7, 2009, entered into an
Underwriting Agreement with Morgan Stanley & Co. Incorporated,
Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., as
representatives of the several underwriters named therein,
relating to the issuance and sale of $200,000,000 aggregate
principal amount of 4.5% Convertible Notes due 2015.  The Notes
are convertible into shares of Class B Common Stock, par value
$0.01 per share, of the Company.

The Company also granted the Underwriters a 30-day option to
purchase an additional $30,000,000 aggregate principal amount of
the Notes at the same price to cover over-allotments, if any.
This option was exercised in full on December 8, 2009.  The
closing of the offering (including the over-allotment option),
which is subject to customary closing conditions, was expected to
occur on December 11, 2009.

The Notes, and the Common Stock into which the Notes may be
converted, will be issued pursuant to the Company's shelf
registration statement on Form S-3 (No. 333-158781), which was
automatically effective upon filing with the Securities and
Exchange Commission on April 24, 2009.

On December 7, 2009, the Company announced the pricing of its
public offering of $200 million in aggregate principal amount of
its 4.5% convertible notes due 2015.

On December 8, 2009, Continental announced that the underwriters
have exercised in full their option to purchase additional notes
to cover over-allotments in respect of the offering.

The net proceeds to Continental from this offering, after
deducting underwriting discounts and estimated offering expenses,
is $224.0 million.

Continental expects to use the net proceeds of the offering for
general corporate purposes.

                  About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries approximately 63 million passengers per year.

Continental ended the third quarter of 2009 with $2.54 billion in
unrestricted cash, cash equivalents and short-term investments.
At September 30, 2009, Continental had $12.5 billion in total
assets against total current liabilities of $4.26 billion, long-
term debt and capital leases of $5.29 billion, deferred income
taxes of $180 million, accrued pension liability of $1.36 billion,
accrued retiree medical benefits of $241 million, and other
liabilities of $806 million; against stockholders' equity of
$446 million.

                          *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.


CYCLACEL PHARMACEUTICALS: Receives NASDAQ Non-Compliance Notice
---------------------------------------------------------------
Cyclacel Pharmaceuticals, Inc., disclosed that, on December 9,
2009, the Company was notified by the NASDAQ Staff that the
Company does not comply with the minimum $10 million stockholders'
equity requirement set forth in NASDAQ Listing Rule 5450(b)(1)(A)
and that the Company's securities are subject to delisting from
The Nasdaq Global Market unless the Company requests a hearing
before a NASDAQ Listing Qualifications Panel.  Cyclacel intends to
timely request a hearing before a Panel, which automatically stays
the delisting of the Company's securities pending the issuance of
the Panel's decision after a hearing.  Under NASDAQ's Listing
Rules, the Panel may, at its discretion, determine to continue the
Company's listing pursuant to an exception to the Rule for a
maximum of 180 days from the date of the Staff's notification or
through June 7, 2010.  However, there can be no assurances that
the Panel will do so.

               About Cyclacel Pharmaceuticals, Inc.

Cyclacel -- http://www.cyclacel.com/-- is a diversified
biopharmaceutical company dedicated to the discovery, development
and commercialization of novel, mechanism-targeted drugs to treat
human cancers and other serious disorders.


CYFRED LTD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Cyfred, Ltd.
        123 Hernan Cortes Ave.
        Hagatna, GU 96910

Bankruptcy Case No.: 09-00214

Chapter 11 Petition Date: December 14, 2009

Court: United States Bankruptcy Court
       District Court of Guam (Hagatna)

Judge: Chief Judge Frances M. Tydingco-Gatewood

Debtor's Counsel: Curtis C. Van de veld, Esq.
                  Vandeveld Law Offices P.C.
                  Historic House, Second Floor
                  123 Hernan Cortes Avenue
                  Hagatna, GU 96910
                  Tel: (671) 472-4396
                  Fax: (671) 472-2561

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

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

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

The petition was signed by Geraldine Mendiola, president of the
Company.


DALE JULIAN PARSONS: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Dale Julian Parsons, Jr.
                 dba Aloha Package Homes, LLC
                 dba Sunrooms of Hawaii LLC
               Mary Virginia Parsons
                 dba Aloha Package Homes, LLC
                 dba Sunrooms of Hawaii LLC
               4575 Hana Hwy. Hana, HI 96713
               PO Box 2479 Wailuku, HI 96793
               Wailuku, HI 96793

Bankruptcy Case No.: 09-02937

Chapter 11 Petition Date: December 14, 2009

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

Judge: Bankruptcy Judge Robert J. Faris

Debtors' Counsel: Ramon J. Ferrer, Esq.
                  Law Office of Ramon J. Ferrer
                  115 E. Lipoa Street, Ste. 106
                  Kihei, HI 96753
                  Tel: (808) 891-1414
                  Fax: (808) 891-1440
                  Email: ramonlawfirm@hotmail.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 14 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/hib09-02937.pdf

The petition was signed by the Joint Debtors.


DANA HOLDING: Has Deal to Sell Structural Products Biz to Metalsa
-----------------------------------------------------------------
Dana Holding Corporation has signed an agreement to sell its
global Structural Products business to Metalsa, S.A. de C.V., the
largest vehicle frame and structures supplier in Mexico.  The
operations and assets to be sold generated consolidated revenues
of approximately $695 million in 2008.

The agreement provides for Metalsa and certain of its affiliates
to acquire the equity and tangible and intangible assets of the
global operations comprising Dana's Structural Products business
from Dana and certain of its affiliates for an aggregate purchase
price of up to $150 million and the buyer's assumption of certain
liabilities related to the business.  The purchase price includes
$130 million payable at closing, subject to usual closing
adjustments; $5 million payable on the first anniversary of
closing; and up to $15 million subject to an earn-out.
Approximately 10% of the $130 million payment at closing will be
held in escrow to support Dana's post-closing indemnification
obligations to Metalsa.

In addition, the parties will also enter into ancillary
agreements, including a transition services agreement, supply
agreements, and intellectual property license arrangements. Dana
will retain and continue to operate Structural Products operations
at its Longview, Texas, facility. Closing of the transaction is
subject to government regulatory approvals and customary closing
conditions.

In connection with the completion of this transaction, Dana
expects to recognize a pre-tax loss in the range of $150 million
to $180 million, most of which is expected to be recorded in the
fourth quarter of 2009 as impairment of the related long-lived
assets.

"The sale of our Structural Products business enables Dana to
sharpen our focus and resources more squarely on our axle,
driveshaft, sealing, and thermal products businesses serving the
global automotive, commercial vehicle, and off-highway markets,"
said Dana President and CEO Jim Sweetnam. "At the same time, the
transaction also offers the talented people in the operations to
be sold an excellent opportunity to grow and prosper with a
respected company that is strategically focused on the structures
business."

               Structural Products Business Overview

The Structural Products operations to be sold to Metalsa encompass
10 facilities located in the United States, Argentina, Australia,
Brazil, and Venezuela.  The transaction also includes Dana's
interest in its Chassis Systems Limited joint venture in the
United Kingdom. The Structural Products operations manufacture and
assemble full-perimeter frames, space frames, cradles, trailing
axles, suspension components, and under body stampings for the
light vehicle market, and frames and related components for the
medium- and heavy-truck markets. Collectively, the operations
employ approximately 2,800 people.

                          About Metalsa

Metalsa, S.A. de C.V. -- http://www.metalsa.com.mx/-- a
subsidiary of Grupo Proeza, manufactures structural components for
the light and commercial vehicle markets. Products include chassis
frames and body structural stampings and assemblies for passenger
cars and light trucks, as well as side rails and cross members for
Class 5-8 commercial vehicles. The company currently has presence
and operations in India, Japan, and North America.  Founded in
1956, Metalsa currently has 3,600 employees.

                       About Dana Holding

Based in Maumee, Ohio, Dana Holding Corporation (NYSE: DAN) --
http://www.dana.com/-- is a world leader in the supply of axles;
driveshafts; and structural, sealing, and thermal-management
products; as well as genuine service parts.  The company's
customer base includes virtually every major vehicle manufacturer
in the global automotive, commercial vehicle, and off-highway
markets.  The Company employs roughly 23,000 people in 26
countries and reported 2008 sales of $8.1 billion.

At September 30, 2009, Dana had $5.26 billion in total assets
against $2.99 billion in total liabilities.  At September 30,
2009, cash balances had increased to $814 million, compared to
$553 million at June 30, 2009.  Total available liquidity rose by
39% to $920 million, while net debt was reduced to $182 million, a
67% decrease from the second quarter.

                          *     *     *

As reported by the Troubled Company Reporter on November 27, 2009,
Moody's Investors Service affirmed these ratings for Dana:
Corporate Family at Caa2, Probability of Default at Caa1, senior
secured asset based revolving credit facility at B3 and senior
secured term loan at Caa1.  The Speculative Grade Liquidity Rating
was also affirmed at SGL-3.

The TCR said December 7, 2009, Standard & Poor's Ratings Services
raised its corporate credit rating on Dana to 'B' from 'B-'.


DELPHI CORP: $2.5 Bil. Lawsuit Against Appaloosa Dropped
--------------------------------------------------------
DPH Holdings Corp. entered into a stipulation with Appaloosa
Management L.P.; A-D Acquisition Holdings, LLC; Harbinger Del-
Auto Investment Company, Ltd.; Pardus DPH Holding LLC; Merrill
Lynch, Pierce, Fenner & Smith Incorporated; Goldman Sachs & Co.;
Harbinger Capital Partners Master Fund I, Ltd.; and Pardus
Special Opportunities Master Fund L.P., dismissing the action
initiated by Delphi Corporation against the investors, including
all claims and counterclaims.  No further details were noted on
the parties' stipulation.

The Appaloosa Action arose when the Plan Investors led by
Appaloosa backed out of a $2.5 billion equity financing
commitment, which was incorporated in Delphi's Plan of
Reorganization confirmed in January 2008.  The Plan Investors'
backing out of the equity financing deal blocked Delphi's
emergence from bankruptcy at that time.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: Highland Capital Wants $2.5 Mil. Claim Allowed
-----------------------------------------------------------
Highland Capital Management, L.P., asks the Court, pursuant to
Section 503(b)(3) and (b)(4) of the Bankruptcy Code, to allow it
an administrative expense claim for $2,529,793, which comprise
the fees and expenses incurred by Hayne and Boone, LLP, and
Loughlin, Meghji & Company for the period from March 28, 2008,
through October 29, 2009.

Haynes and Boones serves as Highland Capital's counsel while
Loughlin Meghji is advisor to Highland Capital in the Debtors'
Chapter 11 cases.

Highland Capital asserts that the actual fees and expenses of
Haynes and Boone and Loughlin Meghji during the Fee Period are
considered their substantial contribution to the Debtors' Chapter
11 cases.  The breakdown of the Firms' fees and expenses for the
subject Fee Period are:

   Firm                        Fees        Expenses
   ----                     ----------     --------
   Hayne and Boone          $2,020,498      $61,295
   Louglin Meghji             $400,000      $47,999

Leonard M. Parkins, Esq., at Haynes and Boone, LLP, in New York,
recounts that in December 2006, Appaloosa Management L.P., and
certain investors presented to the Debtors an equity purchase
proposal to facilitate the Debtors' exit from bankruptcy.  He
notes that Highland Capital objected to the First Appaloosa EPA
because it was too overreaching and dilutive of creditors' and
equity holders' interests.

Highland Capital backed up its objection with a $4.7 billion deal
proposal, creating a competitive bidding environment as a foil to
Appaloosa's unilateral ability to proceed with its proposal, Mr.
Parkins reminds the Court.  After the Highland Bid was presented
to the Court, significant negotiations took place among the
Debtors, Appaloosa, and two official committees leading to an
amended equity purchase agreement between the Debtors and
Appaloosa, which benefited the Debtors tremendously, Mr. Parkins
asserts.

Moreover, while the Debtors were negotiating potential amendments
to the Amended First Appaloosa EPA, the Debtors received an
amended draft of the agreement from Appaloosa and a draft of a
potential investment from Highland Capital.  Again, Highland
Capital's actions gave the Debtors the tools to negotiate with
AMLP in a competitive environment, Mr. Parkins points out.  In
December 2007, the Debtors filed their First Amended Joint Plan
of Reorganization, incorporating the Second Appaloosa EPA and
subsequently, on January 25, 2008, the Court confirmed the Plan.

In this light, Highland Capital provided a substantial
contribution to the Debtors' Chapter 11 cases and should be
entitled to recover as administrative expenses the actual,
necessary expenses incurred in making its substantial
contribution pursuant to Section 503(b)(3)(D), Mr. Parkins
emphasizes.

"No party besides Highland Capital even indicated a desire to
present an alternative proposal to the First Appaloosa EPA," Mr.
Parkins says.  "But for the Highland Objection filed in the
context of Highland Capital's $4.7 billion alternative investment
proposal, AMLP would not have had any economic incentive to agree
to the modifications reflected in the Amended First Appaloosa
EPA, he argues.  Indeed, the Debtors used the competitive
environment fostered by Highland Capital to negotiate the Second
Appaloosa EPA which led to a confirmed plan."

Against this backdrop, Mr. Parkins contends that Highland Capital
is entitled to reimbursement of the reasonable fees and expenses
incurred by Haynes and Boone and Loughlin Meghji.  Throughout the
Debtor' Chapter 11 cases, Haynes and Boone and Loughlin Meghji
expended a significant amount of time and effort, on behalf of
Highland Capital, in making a substantial contribution in the
Debtors' Chapter 11 cases, he maintains.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: IUE-CWA Wants $1.2MM Claim Allowed
-----------------------------------------------
Pursuant to Sections 503(b)(3)(D) and (b)(4) of the Bankruptcy
Code and Rule 2016 of the Federal Rules of Bankruptcy Procedure,
the International Union Electronic, Electrical, Salaried, Machine
and Furniture Workers - Communications Workers of America asks
the Court to allow as administrative expenses a portion of the
legal fees and expenses incurred by IUE-CWA during the period
from January 3, 2006, to May 6, 2009, aggregating $1,238,304, in
connection with the work of Kennedy, Jennik & Murray, P.C., in
certain litigation in the Debtors' Chapter 11 cases.

Kennedy Jennik serves as counsel to the IUE-CWA.  The IUE-CWA
represents 8,500 employees of Delphi Corporation and 3,000 Delphi
retirees at the Petition Date.

Thomas M. Kennedy, Esq., at Kennedy, Jennik & Murray, P.C., in
New York, asserts that by its participation in numerous motions
before the Court, the IUE-CWA made substantial contributions in
the interests of the Debtors' estates and other creditors.  Among
others, the IUE-CWA challenged the Debtors' Plan of
Reorganization, which included a management compensation plan and
a salaried employee compensation program.  During the discovery
process and hearing, the IUE-CWA presented essential evidence of
the flaws in the process used by the Debtors to develop the
proposed plans, he points out.  In effect, he Court reduced the
emergence bonuses to $16.5 million from $87 million as originally
proposed by the Debtors, Mr. Kennedy points out.

Moreover, the IUE-CWA objected to the Debtors' motion pursuant to
Sections 1113 and 1114 of the Bankruptcy Code seeking rejection
of collective bargaining agreements and modification of retiree
welfare benefits.  Ultimately, the Section 1113-1114 Motion was
withdrawn and the Debtors entered into meaningful negotiations
with the IUE-CWA resulting in the IUE-CWA Memorandum of
Understanding and other agreements.  In addition, in light of the
IUE-CWA's objection to the Debtors' motion for approval of an
Equity Purchase and Commitment Agreement and the Plan framework
support agreement, the EPCA was modified regarding the provisions
of the commitment fee and the IUE-CWA resolved its objection.

The IUE-CWA clarifies that it only seeks reimbursement of fees
incurred by Kennedy Jennik in areas that resulted in a
demonstrable benefit to the Debtors' estates in connection with
the Plan process, which include:

* IUE-CWA's Objection to and settlement of the 1113-1114
   Motion;

* IUE-CWA's Objection to the management compensation plans; and

* IUE-CWA's Objections to the Plan and sale agreements that
   Would not have benefited the Debtors' estates.

Mr. Kennedy maintains that the fees sought are relatively modest
given the complexity of the Debtors' Chapter 11 cases, the
interests served by IUE-CWA, the dollar amounts at issue, and the
benefits obtained by the services.

In a supporting declaration, Mr. Kennedy clarified that the IUE-
CWA is not seeking reimbursement for Kennedy Jennik's services
rendered to the IUE-CWA as a member of the Official Committee of
Unsecured Creditors or for communications with and among IUE-CWA
representatives.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELTA AIR: Reports November 2009 Traffic Results
------------------------------------------------
Delta Air Lines reported traffic results for November 2009.
System traffic in November 2009, including both Delta and
Northwest operations, decreased 7.1 percent compared to November
2008 on an 8.4 percent decrease in capacity. Load factor increased
1.1 points to 79.6 percent.

Domestic traffic decreased 4.6 percent year over year on a
4.2 percent decrease in capacity.  Domestic load factor decreased
0.3 points to 79.8 percent.  International traffic decreased
11.2 percent year over year on a 14.9 percent decrease in
capacity, and load factor increased 3.3 points to 79.2 percent.

                            Delta Air Lines
                        Monthly Traffic Results

                       November 2009  November 2008   Change
                       -------------  -------------   ------
RPMs (000):

Domestic                   8,631,052      9,043,773    (4.6%)
Mainline                  6,716,260      7,151,025    (6.1%)
Regional                  1,914,792      1,892,748      1.2%

International              4,943,456      5,567,587   (11.2%)
Latin America               747,481        698,526      7.0%
   Mainline                  731,152        678,188      7.8%
   Regional                   16,329         20,338   (19.7%)
Atlantic                  2,625,176      3,132,446   (16.2%)
Pacific                   1,570,799      1,736,615    (9.5%)

System                    13,574,508     14,611,360    (7.1%)

ASMs (000):

Domestic                  10,815,203     11,285,756    (4.2%)
Mainline                  8,316,283      8,742,075    (4.9%)
Regional                  2,498,920      2,543,681    (1.8%)

International              6,244,266      7,336,114   (14.9%)
Latin America               997,694        980,398      1.8%
    Mainline                 974,660        950,210      2.6%
    Regional                  23,034         30,188   (23.7%)
Atlantic                  3,352,390      4,276,310   (21.6%)
Pacific                   1,894,182      2,079,406    (8.9%)

System                    17,059,469     18,621,870    (8.4%)

Load Factor
Domestic                       79.8%          80.1%    (0.3)  pts
Mainline                      80.8%          81.8%    (1.0)  pts
Regional                      76.6%          74.4%     2.2   pts

International                  79.2%          75.9%     3.3   pts
Latin America                 74.9%          71.2%     3.7   pts
    Mainline                   75.0%          71.4%     3.6   pts
    Regional                   70.9%          67.4%     3.5   pts
Atlantic                      78.3%          73.3%     5.0   pts
Pacific                       82.9%          83.5%    (0.6)  pts
System                         79.6%          78.5%     1.1   pts

Passengers Boarded        12,164,039     12,845,448    (5.3%)

Mainline Completion
Factor                        99.5%          99.4%     0.1   pts

Cargo Ton Miles (000):
Mail                          8,547          8,279      3.2%
Freight                     217,169        200,901      8.1%
System                      225,716        209,180      7.9%

                          Delta Air Lines
                  Year to Date Traffic Results

                       November 2009  November 2008   Change
                       -------------  -------------   ------
RPMs (000):

Domestic                 106,902,651    113,405,493    (5.7%)
Mainline                 83,831,000     90,572,557    (7.4%)
Regional                 23,071,652     22,832,935     1.0%

International             67,364,595     73,454,313    (8.3%)
Latin America            10,106,507     10,895,430    (7.2%)
   Mainline                9,921,755     10,409,041    (4.7%)
   Regional                  184,752        486,389   (62.0%)
Atlantic                 39,359,516     42,013,275    (6.3%)
Pacific                  17,898,573     20,545,608   (12.9%)

System                   174,267,247    186,859,806    (6.7%)

ASMs (000):

Domestic                 128,584,532    136,464,736    (5.8%)
Mainline                 98,866,206    107,105,603    (7.7%)
Regional                 29,718,326     29,359,133     1.2%

International             83,635,345     90,015,208    (7.1%)
Latin America            13,009,223     13,713,833    (5.1%)
    Mainline              12,746,562     13,070,716    (2.5%)
    Regional                 262,661        643,117   (59.2%)
Atlantic                 48,622,809     52,195,067    (6.8%)
Pacific                  22,003,313     24,106,308    (8.7%)
System                   212,219,877    226,479,945    (6.3%)

Load Factor
Domestic                       83.1%          83.1%     0.0   pts
Mainline                      84.8%          84.6%     0.2   pts
Regional                      77.6%          77.8%    (0.2)  pts
International                  80.5%          81.6%    (1.1)  pts
Latin America                 77.7%          79.4%    (1.7)  pts
    Mainline                   77.8%          79.6%    (1.8)  pts
    Regional                   70.3%          75.6%    (5.3)  pts
Atlantic                      80.9%          80.5%     0.4   pts
Pacific                       81.3%          85.2%    (3.9)  pts
System                          82.1%          82.5%   (0.4)  pts

Passengers Boarded       148,554,491    158,218,439    (6.1%)

Cargo Ton Miles
(000):
Mail                         77,878        101,146   (23.0%)
Freight                   1,989,554      2,585,440   (23.0%)
System                    2,067,432      2,686,586   (23.0%)

                       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: Techops Inks 5-Year Maintenance Deal with Skymark
------------------------------------------------------------
Delta Air Lines' maintenance division, Delta TechOps, announced it
has signed a five-year maintenance agreement with Tokyo-based
Skymark Airlines.

Delta TechOps will partner with Evergreen Aviation Technologies
(EGAT), which provides comprehensive maintenance to Skymark, to
provide engine maintenance for Skymark's CFM56-7B engines, which
power their Boeing 737NG fleet.

"We are honored to be selected to provide these services for
Skymark Airlines," said Tony Charaf, president of Delta TechOps.
"We share a long and successful relationship with EGAT and working
together we are now able to offer our services to Skymark as well.
This partnership combined with Delta's expanded maintenance
capabilities and increased global footprint will help Delta
TechOps bolster its maintenance repair and overhaul presence in
Asia."

"It is great opportunity for Skymark Airlines to launch this
maintenance partnership with Delta TechOps and EGAT," said
Kimiyoshi Sakaki, Vice President of Engineering & Maintenance
Division of Skymark Airlines.  "We trust excellent quality of both
companies and this also helps Skymark Airlines enhance our
competitiveness and establish a presence in Asia.  We believe
Delta TechOps and EGAT will respond to our expectation
satisfactorily."

                   About Skymark Airlines

Skymark Airlines Inc., which started service in September 1998,
is a low-cost Japanese air carrier that serves approximately
three million passengers annually.  To achieve operational
efficiency and provide competitive fares, the airline's route
structure focuses on service from Tokyo to Sapporo, Fukuoka,
Kobe, Asahikawa and Okinawa. More about Skymark is available
at http://www.skymark.jp/en/

     About Evergreen Aviation Technologies Corporation

Evergreen Aviation Technologies (EGAT) Corporation is a
comprehensive maintenance, repair and overhaul facility in Asia.
EGAT provides wide-ranging engineering and fleet management
solutions on multiple airframes and engines, including Boeing
Dreamlifter aircraft modification, and is a Center Of Excellence
in engine overhauls.  Supported by a 2,000-strong engineering,
technical and management team, its global business footprint
comprises more than two dozen airline customers. EGAT has been
selected as Aviation Week's 2009 Best Independent MRO in Asia-
Pacific.  More about EGAT is available at http://www.egat.com.tw

                  About Delta TechOps

Delta TechOps is the largest airline maintenance, repair and
overhaul provider in North America, generating more than
$500 million in revenue in 2008.  In addition to providing
maintenance and engineering support for Delta's fleet of more than
750 aircraft, Delta TechOps serves more than 150 other aviation
and airline customers around the world, specializing in high-skill
work like engines, components, hangar and line maintenance.  Delta
TechOps employs more than 8,500 maintenance professionals and is
one of the world's most experienced providers with more than seven
decades of aviation expertise.  More about Delta TechOps is
available at http://www.deltatechops.com

                       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: Virgin Blue Pact Gets Aussie Regulators' Nod
-------------------------------------------------------
Delta Air Lines issued a statement applauding a decision by the
Australia Competition and Consumer Commission to grant
authorization to Delta and the Virgin Blue Airlines Group to enter
into a joint venture on their flights between Australia and the
United States.

"The ACCC's decision recognizes the increased competition and
consumer benefits that Delta and the Virgin Blue Airlines Group
will create by expanding their cooperation across the Pacific.
Delta appreciates the ACCC's thorough review of the alliance and
its finding that 'the joint venture is likely to enable the
applicants to compete more vigorously and effectively against the
established carriers on the route' and that it 'furthers the
Government of Australia's key policy rationale in entering into an
Open Skies Agreement with the United States.'

"Delta and V Australia are eager to move forward with their joint
venture, and to bring new services to the market. We look forward
to a similar decision from the U.S. Department of Transportation
and urge the DOT to quickly conclude its review so consumers can
begin to enjoy the important benefits of the alliance identified
by the ACCC."

More information on the ACCC's decision is available at:

                    http://www.accc.gov.au

                       About Virgin Blue

Virgin Blue Airlines Group, headquartered in Brisbane, Australia,
includes the nation's second largest carrier, multi-award winning
Virgin Blue; international subsidiary airline Pacific Blue;
Polynesian Blue, a joint venture airline with the Government of
Samoa; V Australia, Australia's newest international airline; plus
its holiday operation, Blue Holidays, and loyalty programme,
Velocity. Together, Virgin Blue, V Australia, Pacific Blue and
Polynesian Blue provide Australian domestic and international
services to 45 destinations across New Zealand, the Pacific and
also to and from North America, South East Asia and South Africa.

                       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: AMR May Increase Proposed Capital Investment in JAL
--------------------------------------------------------------
The Wall Street Journal's Mariko Sanchanta and Dow Jones
Newswires' Doug Cameron report AMR Corp.'s American Airlines said
Wednesday it may increase a proposed capital investment in Japan
Airlines Corp. and draw on financial support from other members of
their Oneworld alliance.

According to the report, Gerard Arpey, chairman and chief
executive of American parent AMR Corp., also offered to make JAL
the airline's "exclusive partner" in the region, as it intensified
efforts to fend off a rival offer from Delta Air Lines Inc.

AMR said earlier this month that it could inject $1.1 billion into
JAL with its partner TPG Inc., the private-equity group, and
support from members of its Oneworld alliance.

According to the report, the pledged support had previously been
in the form of logistical and management help for JAL, but Mr.
Arpey hinted the partners could also provide capital.  "In terms
of investment, it's fair to say that they are open-minded, but a
lot more understanding would have to be done in terms of how the
overall restructuring will come together," he said, the report
says.

The report relates the pace of talks is expected to intensify
after the U.S. and Japan last week agreed to an open-skies
aviation treaty, paving the way for JAL to seek antitrust immunity
with its eventual partner.

The report notes Delta and its partners in the rival SkyTeam
alliance have also said they may revise their proposal to inject
$500 million into JAL and provide a $200 million loan and a $300
million revenue guarantee.  Delta hasn't said whether other
SkyTeam members would inject funds into JAL.  The report also says
Richard Anderson, Delta's CEO, met with Seiji Maehara, Japan's
Minister of Land, Infrastructure, Transport and Tourism, last week
to explain his company's proposal in more detail.

                           *     *     *

At a news conference on December 16 in Tokyo -- held after a
meeting with Mr. Maehara -- Mr. Arpey said, "the total value of
the proposition we have made is far superior than the proposed
alternative, both in terms of commercial benefits and direct
financial investment. . . . [W]e have offered a solution that
would be an important piece of a successful restructuring plan.
It will enhance JAL's opportunity for long-term success while also
injecting a large amount of much-needed capital in the short term.

"[T]he bottom line is that our direct investment offer is worth
more than twice to JAL as any other proposal.  The difference is
even greater when you consider the commercial implications of JAL
exiting a superior global alliance with the strongest U.S. network
for a less desirable global alliance and U.S. network.  We
estimate this would cost JAL hundreds of millions of dollars per
year," according to Mr. Arpey.

The Oneworld alliance includes British Airways, Qantas, Cathay
Pacific, Iberia, LAN, Finnair and Mexicana.

Mr. Arpey also said American's proposal is also achievable and has
the most certain chance of success while creating the least risk
for JAL and its employees and customers, and for the Japanese
public and taxpayers.

Mr. Arpey also told reports a JAL-American Airlines combination
can readily obtain antitrust immunity from the United States
Department of Transportation, which will be worth hundreds of
millions of dollars to JAL in the future.  "We are confident that
this will not be an option for JAL in any other alliance," he
said.

Mr. Arpey explains, "An immunized partnership is critical to JAL's
future, and time is of the essence. With the new Open Skies
agreement in place, All Nippon Airways (ANA) will surely pursue
immunity with United Airlines and Continental Airlines, all
members of the Star Alliance. JAL must act quickly or risk losing
ground as these competitors grow stronger, which could very well
derail its restructuring.

"To suggest that JAL could achieve the benefits we've outlined
with another partner is simply disingenuous, as the recent remarks
of Former U.S. Secretary of Transportation Norm Mineta made very
clear.  The DOT's interest is in preserving and enhancing
competition.  Our proposal does that, and would result in a
landscape of three alliances of roughly equal size battling in the
U.S.-Japan market. That is the most favorable result for
consumers, which are the DOT's highest priority, as well as for
the countries involved and taxpayers.

Mr. Arpey also pointed out American's and JAL's interests are
aligned.  "That is not and never will be the case with the other
potential partner that has suddenly become interested in JAL's
future at a time when JAL is most vulnerable," he cited.

"It is clear that American succeeds when JAL succeeds.
Specifically, we both have an interest in seeing a successful U.S-
Japan Open Skies regime, which will mean more opportunities for
airlines to serve customers between the U.S. and Japan. It will
also pave the way for a closer relationship between American and
JAL through antitrust immunity, creating revenue and growth
opportunities for our respective companies.

"At the same time, United, Continental and ANA are expected to
become stronger through a similar partnership. You can clearly see
why that outcome -- tougher competition between the U.S. and Japan
-- would not be the desired outcome for some.  It would be
unfortunate if the ground breaking Open Skies agreement forged
last week by our two countries were jeopardized by a tie-up that
presents an uncompetitive dynamic across the Pacific.

"To better understand why American and JAL are the most natural
partners, consider that our networks complement each other -- they
don't overlap.  As a result, we each have a strong incentive to
push as much traffic as possible onto the other's network. In
fact, JAL is so central to our partnership that we have discussed
with JAL a proposal that would guarantee it exclusivity as our
sole partner in this region, assuring a strong JAL and Tokyo hub
for the future.

"That is very different from the situation JAL will face if it
leaves oneworld.  For example, American doesn't have a hub in
Japan or a hub in Korea that would compete for JAL's customers,
siphoning important revenue and traffic from its network.  Indeed,
the competing offer would put JAL at risk of losing customers at a
time when it can least afford it.  Yet, it is also clear that a
withered, marginalized JAL would significantly benefit SkyTeam's
immunized hub in Seoul.  That is not a risk that JAL, nor the
government of Japan, should take," according to Mr. Arpey.

                          About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                       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 $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.

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.

                             About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-
based holding company that is active in five business segments
through its 225 subsidiaries and 82 associated companies.  The Air
Transportation segment is engaged in the operation of passenger
and cargo planes.  The Air Transportation-Related segment is
engaged in the transportation of passengers and cargoes, the
preparation of in-flight food catering, the maintenance of
aircraft and land equipment, as well as the fueling business.  The
Travel Planning and Marketing segment is involved in the planning
and sale of travel packages.  The Card and Leasing segment is
engaged in the provision of finance, cards and leasing services.
The Others segment is involved in businesses related to hotels,
resorts, logistics, wholesale, retail, real estate, printing,
construction, manpower dispatch, as well as information and
communication.  The Company has numerous global operating
locations.

JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                           *     *     *

As reported by the Troubled Company Reporter on November 3, 2009,
Moody's Investors Service has downgraded the long-term debt rating
and issuer rating of Japan Airlines International Co., Ltd. To
Caa1 from B1, and will continue to review both ratings for further
possible downgrade.


DESERT VISTAS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Desert Vistas Inc.
        369 N Palm Canyon Dr
        Palm Springs, CA 92262

Bankruptcy Case No.: 09-40400

Chapter 11 Petition Date: December 15, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: Gene E O'Brien, Esq.
                  74040 Hwy 111 #210
                  Palm Springs, CA 92260
                  Tel: (760) 340-5200

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

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

According to the schedules, the Company has assets of $1,540,662
and total debts of $664,997.

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/cacb09-40400.pdf

The petition was signed by George Kessinger, president of the
Company.


DONNA COHEN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Donna Cohen
                aka Donna J. Cohen
               Neal Scully
                aka Neal F. Scully, Jr.
                aka Cornelius F. Scully, Jr.
               7734 Briarstone Court
               Ellicott City, MD 21043

Bankruptcy Case No.: 09-34515

Chapter 11 Petition Date: December 15, 2009

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

Judge: Duncan W. Keir

Debtors' Counsel: Brett Weiss, Esq.
                  Joseph, Greenwald & Laake, PA
                  6404 Ivy Lane, Suite 400
                  Greenbelt, MD 20770
                  Tel: (301) 220-2200
                  Fax: (301) 220-1214
                  Email: bweiss@jgllaw.com

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

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

According to the schedules, the Company has assets of $1,620,520,
and total debts of $1,962,448.

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

             http://bankrupt.com/misc/mdb09-34515.pdf

The petition was signed by the Joint Debtors.


EAST HILLS: Default on $3.2 Mil. Loan Prompts Bankruptcy Filing
---------------------------------------------------------------
Christine Dinh at ABC23 East Bakersfield reports that East Mills
Mall filed for Chapter 11 bankruptcy after it defaulted on a
$3.2 million loan.  The mall's general manager Tommie Sparks said
the mall is in a bad location on the outskirts of town, Ms. Dinh
notes.

Based in Bakersfield, California, East Hills Mall operates a mall.


EDGE PETROLEUM: Court to Confirm Mariner-Sale Plan
--------------------------------------------------
Edge Petroleum Corp. is on the cusp of having an approved Chapter
11 plan calling for the sale of all of its assets to Mariner
Energy Inc.

As reported by yesterday's TCR, Mariner Energy is purchasing the
subsidiaries and operations of Edge Petroleum 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.

Edge Petroleum received the Bankruptcy Court's approval to auction
off its assets on December 7.  PGP Gas Supply Pool No. 3 opened
the auction with its $191 million offer.

The bankruptcy judge ruled on Dec. 11 that he would sign a
confirmation order approving the Plan, according to Bloomberg.

Edge Petroleum received approval for the Plan, according to
Law360.

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

                     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.


EJN TECHNICAL SERVICES: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: EJN Technical Services Inc.
        PMB 901 AVE RIO HONDO
        Bayamon, PR 00961-3105

Bankruptcy Case No.: 09-10689

Chapter 11 Petition Date: December 14, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Maria Mercedes Figueroa Y Morgade, Esq.
                  Figueroa Y Morgade Legal Advisors
                  3415 Ave Alejandrino Box 703
                  Guaynabo, PR 00969-4956
                  Tel: (787) 234-3981
                  Email: figueroaymorgadelaw@yahoo.com

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

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

According to the schedules, the Company has assets of $1,165,610
and total debts of $1,042,780.

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/prb09-10689.pdf

The petition was signed by Edwin Narvarte Romero, president of the
Company.


EMILY AUTO SERVICE: Case Summary & 4 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Emily Auto Service, Inc.
        1705 Jerome Ave.
        Bronx, NY 10453

Bankruptcy Case No.: 09-17308

Chapter 11 Petition Date: December 14, 2009

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

Judge: Robert E. Gerber

Debtor's Counsel: Norma E. Ortiz, Esq.
                  Ortiz & Ortiz, LLP
                  127 Livingston Street
                  Brooklyn, NY 11201
                  Tel: (718) 522-1117
                  Fax: (718) 596-1302
                  Email: email@ortizandortiz.com

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

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

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

             http://bankrupt.com/misc/nysb09-17308.pdf

The petition was signed by Henry Ramos, president of the Company.


ERICKSON RETIREMENT: Mezzanine Lenders Want Examiner
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that several mezzanine
lenders have asked the Bankruptcy Court to appoint an examiner in
the Chapter 11 cases of Erickson Retirement Communities LLC.  The
mezzanine lenders say Erickson needs an examiner for "evaluating
the merits of pursuing the proposed auction" where the first bid
will come from Redwood Capital Investors LLC.  They say the sale
and the reorganization plan to implement the transfer are "perhaps
wholly illegal."  The hearing on the examiner motion is set for
Jan. 13.

As reported by the TCR on Nov. 20, 2009, Erickson Retirement and
its 15 debtor affiliates presented to the U.S. Bankruptcy Court
for the Northern District of Texas a Joint Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement.

According to ERC Executive Vice President and General Counsel
Gerald Doherty, the Plan embodies a master sale and purchase
agreement among ERC; Redwood-ERC Senior Living Holdings, LLC or
"Redwood"; Redwood-ERC Management LLC or "ManagementCo"; Redwood-
ERC Development, LLC or "Devco"; Redwood-ERC Properties, LLC or
"Propco"; Redwood-ERC Kansas, LLC; and Kansas Campus, LLC dated
October 19, 2009.

Redwood is offering to pay $75 million in cash plus a $25 million
note, while assuming $500 million in debt and committing to
provide $50 million in capital for the business.

Competing bids are due December 14.  An auction is set for Dec.
22.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on
Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP
(US) serves as counsel to the Debtors.  BMC Group Inc. serves as
claims and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc.,
is also serving as investment and financial consultant.  Alvarez &
Marsal is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


FONTAINEBLEAU LV: Judge Disallows Bonuses for Workers
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. Bankruptcy Judge
A. Jay Cristol wrote an eight-page opinion denying a request by
Fontainebleau Las Vegas LLC to paying bonuses to remaining
officers and employees.  Fontainebleau sought to pay the bonuses
as an incentive for employees in connection with the Jan. 21
auction of the project.  Judge Cristol, however, held that
proposed bonuses "do not serve the interests of the creditors."

Judge Cristol also said he lacked authority to give away money
otherwise belonging to the holders of mechanics' liens and term
lenders.  He noted that they didn't consent to the bonuses.

The bankruptcy judge, however, held that if the sale brings in
more than $105 million, he will allow the employees to recover the
10% to 30% salary reductions they agreed to take.

Judge Cristol also modified the terms on which he would grant the
mechanics' lienholders a stay pending appeal of the order
approving the auction.  He's now requiring the lienholders to
deposit $53 million to make up for financing that will be lost.
He also requires them to post a $109 million bond to cover the
purchase price being offered by a company affiliated with Carl
Icahn, and Icahn's breakup fee.

                   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: Examiner Wants GrayRobinson as Counsel
--------------------------------------------------------
Jeffrey R. Truitt, the duly appointed examiner in Fontainebleau
Las Vegas Holdings LLC's Chapter 11 cases, asks the Court for
authority to employ GrayRobinson, P.A., as the Examiner's local
counsel, nunc pro tunc to November 11, 2009.

The Examiner desires to employ GR as his local counsel in
connection with the Debtors' Chapter 11 cases, to assist him and
his counsel Stutman, Treister & Glatt, P.C., in the discharge of
the Examiner's duties in the Cases, as delineated in the
Appointment Order.

GR has agreed to accept as compensation for its services in the
Debtors' chapter 11 cases in sums as may be allowed by the Court,
based upon the time spent and services rendered, the results
achieved, the difficulties encountered, the complexities involved
and other appropriate factors.

GR will be paid for its services in accordance with its ordinary
and customary rates in effect at the time services are rendered.

The Debtors will pay and reimburse GR for fees and out-of-pocket
expenses incurred while rendering the services for the Examiner.

Frank P. Terzo, a shareholder of GrayRobinson, P.A., assures the
Court that GR and all of the attorneys comprising or employed by
it: (i) do not hold or represent an adverse interest in
connection with the Debtors' cases; (ii) do not hold or represent
an interest adverse to the interests of the Debtors' estates with
respect to the matters on which the Examiner is being engaged;
(iii) are "disinterested persons" within the meaning of Section
101(14) of the Bankruptcy Code; and (iv) do not have any other
connection with the Debtors, their creditors, any other party-in-
interest, their attorneys or accountants, the U.S. Trustee, or
any person employed in the Office of the U.S. Trustee.

                   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: Has Nod to Tap Moelis as Financial Advisor
------------------------------------------------------------
In accordance with Sections 327(a) and 328(a) of the Bankruptcy
Code, the Bankruptcy Court has authorized Fontainebleau Las Vegas
Holdings LLC and its units, on a final basis, to employ Moelis &
Company LLC as their financial advisor and investment banker.

Judge Cristol noted that Moelis' retention will also be in
accordance with the Order Appointing Examiner to Examine,
Negotiate and Supervise Section 363 Sale of Assets.

The Final Order will constitute pre-approval under Section 328(a)
of the Bankruptcy Code of the terms and conditions of the
Debtors' employment and retention of Moelis pursuant to the terms
of the Engagement Letter.

The Indemnity Provisions set forth in the Engagement Letter are
also approved in their entirety.

                   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 Propose Bilzin as Counsel
--------------------------------------------------------
Fontainebleau Las Vegas Retail Parent, LLC, Fontainebleau Las
Vegas Retail Mezzanine, LLC, and Fontainebleau Las Vegas Retail,
LLC, seek the Court's authority to employ Scott L. Baena, Esq.,
and the law firm of Bilzin Sumberg Baena Price & Axelrod LLP as
their general bankruptcy counsel, nunc pro tunc to November 25,
2009.

The Retail Debtors also seek immediate entry of an interim order,
and entry of a final order on or after December 14, 2009,
approving their request.

Prior to commencement of the Resort Debtors' Chapter 11 cases,
the Retail Debtors sought the services of Bilzin Sumberg with
respect to, among other things, advice regarding restructuring
matters in general, and preparation for the potential
commencement and prosecution of chapter 11 cases on behalf of the
Retail Debtors.

Subject to further order of the Court, Bilzin Sumberg will
provide the Retail Debtors with various legal services relating
to the prosecution of the Chapter 11 cases.  Specifically, Bilzin
Sumberg will, without limitation:

  (a) advise the Retail Debtors with respect to their powers and
      duties as debtors and debtors-in-possession in the
      continued management and operation of their business and
      property;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

  (c) advise and consult on the conduct of the Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

  (d) advise and counsel the Retail Debtors in connection with
      any contemplated sales of assets or business combinations,
      including the negotiation of sales, stock purchase, merger
      or joint venture agreements, the formulation and
      implementation of bidding/auction procedures, the
      evaluation of competing offers, the drafting of
      appropriate corporate documents with respect to the
      proposed sales, and the closing of the sales;

  (e) advise and represent the Retail Debtors in connection with
      obtaining postpetition financing and making cash
      collateral arrangements, provide advice and counsel with
      respect to prepetition financing arrangements, and
      negotiate and draft related documents;

  (f) analyze (i) the Retail Debtors' unexpired leases and
      executory contracts and their assumption, rejection, or
      assignment, and (ii) the validity, enforceability,
      and priority of liens against the Retail Debtors' assets,
      and advise the Retail Debtors on related matters;

  (g) advise the Retail Debtors with respect to legal issues
      arising in or relating to the Retail Debtors' business
      operations, including attendance at senior management
      meetings, meetings with the Retail Debtors' investment
      bankers and financial advisors, and meetings of the
      Retail Debtors' board of managers;

  (h) take all necessary actions to protect and preserve the
      Retail Debtors' estates, including prosecuting actions on
      the Retail Debtors' behalf, defending any actions
      commenced against the Retail Debtors or their estates, and
      representing the Retail Debtors' interests in negotiations
      concerning litigation in which the Retail Debtors are or
      may be involved, including the formulation of and
      prosecution of objections to claims asserted against
      the Retail Debtors' estates;

  (i) prepare pleadings in connection with the Chapter 11
      cases on the Retail Debtors' behalf, including all
      motions, applications, responses, objections, orders,
      reports, and papers necessary to the administration of the
      Retail Debtors' estates;

  (j) negotiate and prepare on the Retail Debtors' behalf a
      chapter 11 plan of reorganization or liquidation,
      disclosure statement and all related agreements and
      documents, and take any necessary actions on behalf of the
      Retail Debtors to obtain confirmation of the plan;

  (k) attend meetings with third parties and participate in
      negotiations with respect to a chapter 11 plan of
      reorganization or liquidation;

  (l) appear before the Court, any appellate courts, and other
      form of appropriate jurisdiction to protect and represent
      the interests of the Retail Debtors' estates; and

  (m) perform all other necessary legal services and provide all
      other necessary legal advice to the Retail Debtors in
      connection with the Chapter 11 cases.

The Retail Debtors will pay and reimburse Bilzin Sumberg for fees
and out-of-pocket expenses incurred while rendering the services
in the Retail Debtors' cases.

Bilzin Sumberg's hourly rates are:

  Billing Category              Range
  ----------------              -----
  Partners                   $370 - $700
  Of Counsel                 $375 - $510
  Associates                 $225 - $365
  Paraprofessionals          $190 - $205

Scott L. Baena, Jay M. Sakalo, and Jason Z. Jones, are presently
expected to have significant involvement on behalf of the Retail
Debtors.  In addition, as necessary, other Bilzin Sumberg
professionals and paraprofessionals will provide services to the
Retail Debtors.

Before the Petition Date, Bilzin Sumberg provided legal services
to the Retail Debtors in respect of restructuring advice.  On
November 25, 2009, Bilzin Sumberg received $53,173 for the
preparation of the Retail Debtors' Chapter 11 cases.  The Retail
Debtors do not owe Bilzin Sumberg any amount for legal services
rendered or costs incurred before the Retail Petition Date.

To ensure that Bilzin Sumberg does not hold a prepetition claim
against any of the Debtors so as to facilitate the firm's
representation of the Debtors in the Chapter 11 proceedings,
Bilzin Sumberg has written off $34,505 in prepetition fees.  The
terms of the engagement letter between the Retail Debtors and
Bilzin Sumberg expressly provide for a retainer in the amount of
$42,247 to be applied to fees and expenses of Bilzin Sumberg in
the Chapter 11 cases on account of services to be provided to the
Retail Debtors.

Bilzin Sumberg and the Retail Debtors have agreed that Bilzin
Sumberg may withdraw as counsel to the Retail Debtors if these
events occur:

  (a) if any of the Debtors' Chapter 11 cases are converted to
      cases under Chapter 7,

  (b) if a Chapter 11 trustee is appointed,

  (c) if the venue of the cases is transferred to a district
      outside the State of Florida,

  (d) if an order is entered directing the disgorgement of any
      payments made to Bilzin Sumberg in respect of fees, or

  (e) if a conflict of interest arises among the Resort Debtors
      and the Retail Debtors.

In the event of any conflict of interest between the Resort
Debtors and the Retail Debtors, Bilzin Sumberg will represent the
Resort Debtors.

Scott L. Baena, Esq., a partner at Bilzin Sumberg Baena Price &
Axelrod, LLP, assures the Court that: (a) Bilzin Sumberg is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as required by Section 327(a) of the
Bankruptcy Code; (b) Bilzin Sumberg does not hold or represent
any interest adverse to the Retail Debtors' estates; and (c)
Bilzin Sumberg has no connection to the Retail Debtors, their
affiliates, their creditors, the U.S. Trustee, any person
employed in the office of the U.S. Trustee, or any other party-
in-interest, or their attorneys and accountants.

                   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)


FREEDOM COMMS: Trustee, Creditors Balks at Chapter 11 Plan
----------------------------------------------------------
Mary Ann Milbourn at the Orange County Register says two unsecured
creditor groups and the Office of the U.S. Trustee are asking the
U.S. Bankruptcy Court for the District of Delaware to reject the
proposed Chapter 11 plan of reorganization filed by Freedom
Communications Inc. because it cannot be confirmed.

According to the report, the creditors, as well as the U.S.
Trustee, said the Plan was filed in bad faith and terrorizes the
creditors into giving up their rights.  They say the Plan
discriminates between the general unsecured creditors and the
unsecured trade creditors because it allows trade creditors to
continue to do business with the Company after the bankruptcy to
be paid from a separate $5.5 million escrow fund.

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

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

                    About Freedom Communications

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

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

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


GENCORP INC: Moody's Reviews Corporate Family Rating at 'B3'
------------------------------------------------------------
Moody's Investors Service has placed the ratings of GenCorp, Inc.,
including the B3 Corporate Family Rating, on review for possible
upgrade following the announcement of the launch of a $125 million
convertible subordinated note issue.  Proceeds from the note issue
will be used to repay the 4% convertible subordinated notes due
2024 that are puttable on January 16, 2010.  Any proceeds
available from the new issue net of amounts put and fees and
expenses, including monies raised through the possible exercise of
a 15% greenshoe, will be applied towards the 9.5% senior
subordinated notes due August 2013.

Successful issuance of the new notes will address a capital
structure weakness that has pressured GenCorp's Corporate Family
and Probability of Default ratings.  In addition, upon completion
of the transaction the company's liquidity profile will be
appreciably strengthened with cash being retained on the balance
sheet ($158 million as of 8/31/09), rather than needing to be used
to address the January put of the 4% convertible.  Further, the
company's senior secured revolving credit facility (currently
undrawn) will be returned to full availability of $80 million
having been temporarily reduced to $60 million as per terms of the
first amendment and consent to the company's existing amended and
restated credit agreement originally entered into as of June 21,
2007.

Moody's expects the review to be completed concurrent with the put
date at which time assessment could be made of the resulting
allocation of monies to the existing $125 million convertible
subordinated notes and to the 9.5% senior subordinated notes.
Consistent with Moody's Loss Given Default Methodology, the
notching impact on the convertible notes and the senior
subordinated notes relative to the CFR could vary depending upon
amounts raised though the new issue (whether greenshoe is
exercised) and the amount put on the existing 4% convertible notes
and thus the amount of the 9.5% senior subordinated notes repaid.

These ratings have been placed on review for possible upgrade:

* Corporate Family Rating, B3;
* Probability of Default Rating, Caa1;
* Senior secured credit facilities, Ba3 (LGD1, 5%);
* Senior subordinated notes, B1 (LGD2, 18%);
* Convertible subordinated notes, Caa2 (LGD4, 60%).

The last rating action was on October 28, 2009, when GenCorp,
Inc.'s outlook was changed to positive and its Corporate Family
Rating and Probability of Default Rating were affirmed at B3 and
Caa1 respectively.

GenCorp Inc., headquartered in Rancho Cordova, CA, through it
Aerojet-General subsidiary produces propulsion systems and
products used in the aerospace and defense industries and has a
real estate segment whose activities relate to re-zoning,
entitlement, sale, and leasing of the Company's excess real estate
assets in the Sacramento, CA area.  Revenue for the last twelve
month period ended 8/31/09 was approximately $754 million.


GENMAR HOLDINGS: To Hold Jan. 7 Auction for Portion of Business
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Genmar Holdings Inc.
was authorized on Dec. 14 to hold an auction on Jan. 7 to test
whether anyone will better the stalking horse offer from Platinum
Equity LLC for some of the business.

As reported by the TCR Dec. 8, 2009, Genmar Holdings Inc., has a
contract to sell some of its fiberglass powerboats business to
Platinum Equity LLC for $55 million.  Platinum Equity will acquire
assets, including Ranger, Stratos, Champion, Wellcraft, Four
Winns, Larson and Glastron boats, if it prevails at the auction.

Competing bids are due Jan. 4.  The hearing to approve the sale
will take place Jan. 13.

                   About Genmar Holdings, Inc.

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
is the world's second-largest manufacturer of fiberglass
powerboats.  It generated $460 million in annual revenue making
boats using brand names including Carver, Four Winns, Glastron,
Larson, and Wellcraft.

Genmar and an affiliate filed for Chapter 11 bankruptcy protection
on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537).
James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson &
Byron, PA, assist the Debtors in their restructuring efforts.
Carver Italia listed $10 million to $50 million in assets and
$100 million to $500 million in debts.

Manchester Companies, Inc., was named Chief Restructuring Officer
of Genmar and approved by the Bankruptcy Court in June and has
been managing the company's restructuring process since then.


GRAPHIC PACKAGING: S&P Raises Rating on Secured Facilities to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Graphic Packaging International Inc.'s secured credit
facilities to 'BB' from 'BB-'.  S&P revised the recovery rating on
these facilities to '1' from '2' to reflect improved recovery
prospects for the secured lenders following the company's recent
credit facility amendment.  As part of the Dec. 3, 2009,
amendment, GPK repaid $150 million on its term loans on a pro rata
basis, increasing the recovery prospects for the remaining secured
debt.  The 'BB' issue-level rating is two notches higher than the
corporate credit rating on the company, and the '1' recovery
rating indicates S&P's expectation for very high (90% to 100%)
recovery in the event of a payment default.

The issue-level ratings on GPK's senior unsecured notes and senior
subordinated notes remain at 'B-' (two notches lower than the
corporate credit rating) with recovery ratings of '6', indicating
S&P's expectation for negligible (0% to 10%) recovery in the event
of a payment default.

For the updated recovery analysis, see the recovery report to be
published on RatingsDirect following release of this report.

The 'B+' corporate rating on Marietta, Ga.-based GPK reflect the
company's aggressive financial risk profile represented by its
substantial debt burden and very aggressive credit measures.  The
ratings also incorporate GPK's satisfactory business risk profile,
which is supported by the company's leading market positions,
long-term customer relationships, and value-added product mix.

                           Ratings List

               Graphic Packaging International Inc.

     Corporate Credit Rating                   B+/Positive/--

             Ratings Raised; Recovery Ratings Revised

                                                 To        From
                                                 --        ----
    $400 mil rev credit facility due 2013        BB        BB-
       Recovery rating                           1         2
    $1.055 bil sr. sec. term loan B due 2014     BB        BB-
       Recovery rating                           1         2
    $1.2 bil sr sec term loan C due 2014         BB        BB-
       Recovery rating                           1         2


GREATWIDE LOGISTICS: Wins Confirmation of Liquidating Plan
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Greatwide Logistics
Services Inc. secured approval of the liquidating Chapter 11 plan
when the bankruptcy judge signed a confirmation order on Dec. 14.

According to the report, the Company was authorized in January to
sell the assets to the holders of the $366 million first-lien
credit facility in exchange for 90% of their debt.  As part of a
settlement accompanying the sale, the lenders carved out $1.5
million cash as a gift to unsecured creditors.  Apart from the
gift, unsecured creditors under the Plan are to receive some 0.02%
on their claims totaling $247 million.  Professionals are
receiving $1 million.  Greatwide's other debt included $117
million on a second-lien secured loan and a $114 million unsecured
mezzanine credit.

                     About Greatwide Logistics

Headquartered in Irving, Texas, Greatwide Logistics Services Inc.,
was a non-asset based North American provider of "closed loop"
transportation services to the grocery and consumer products
sectors.  The company also provided non-asset-based truckload
management, truck brokerage and warehouse and distribution
logistics services.  Greatwide Logistics is a wholly-owned
subsidiary of GWLS Holdings, Inc.

GWLS Holdings, Inc. and its related debtors filed petitions under
Chapter 11 the U.S. Bankruptcy Court for the District of Delaware
on October 20.  The debtors have requested that these cases be
jointly administered under case number 08-12430.  The Honorable
Peter J. Walsh is presiding over these cases.


GREEKTOWN HOLDINGS: Holders of Bank Debt Back Noteholder Plan
-------------------------------------------------------------
Greektown Holdings, L.L.C., related in a public statement dated
November 30, 2009, that beneficial holders of a majority of the
principal amount of its pre-petition bank debt have reached
agreement to support the plan of reorganization filed on
November 2, 2009 by plan sponsors MFC Global Investment
Management, OppenheimerFunds, Inc., Brigade Capital Management
and Solus Alternative Asset Management LP.  That agreement has
been supplemented by a stipulation adopted by the Bankruptcy
Court on November 19, 2009, among the Debtors, the plan sponsors,
an ad hoc group of certain of the Debtors' prepetition bank
lenders, the indenture trustee for the holders of the Debtors'
10.75% Senior Unsecured Notes due 2013, the administrative agent
for the Debtors' pre-petition bank debt and DIP Debt and the
official committee for the Debtors' unsecured creditors.

Under the plan, which will be amended pursuant to the
stipulation, the prepetition bank lenders would be paid in cash
in full on the effective date of the plan, and the holders of the
Debtors' 10.75% Senior Unsecured Notes due 2013 will receive the
equity of the reorganized Debtors, subject to dilution by the
rights offering provided for in the plan.  The holders of the
Senior Unsecured Notes would also have the right to subscribe for
approximately 78% of the equity at an aggregate purchase price of
$185 million in the rights offering.  The four plan sponsors have
agreed to purchase any equity in such rights offering that is not
subscribed for by the holders of the Senior Unsecured Notes in
the rights offering.  In addition, Solus Alternative Asset
Management LP would make a direct investment in the equity of the
reorganized Debtors.

The plan sponsors and the ad hoc group of certain of the Debtors'
prepetition bank lenders, led by Standard General and Caspian
Capital Advisors, would also invest in new secured notes of the
company having an aggregate principal amount of approximately
$385 million.  With the entire debt and equity package fully
committed, and with the support of the creditor constituents, the
plan sponsors anticipate that the new plan should be
expeditiously confirmed without the need for further litigation.

"We believe our proposal is beneficial for both the city of
Detroit and the state of Michigan," said Arthur Calavritinos,
Vice President with MFC Global Investment Management, which is
the largest holder of the Senior Unsecured Notes, and "we are
confident of the soundness of our plan and optimistic about the
outcome."

Soo Kim of Standard General said, "The largest lenders to
Greektown agreed that a consensual approach was most beneficial
to the estate.  We were able to achieve a good outcome for the
pre-petition lenders, support the bondholders in their plan of
reorganization and most importantly, minimize the disruption and
uncertainty that would come from a long and drawn out legal
dispute."

The plan sponsors are represented by Goodwin Procter LLP. The ad
hoc group of certain of the Debtors' prepetition bank lenders
supporting the plan are represented by Bracewell & Giuliani LLP.

                      About Greektown Casino

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

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

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

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


GREEKTOWN HOLDINGS: Noteholders Amend Reorganization Plan
---------------------------------------------------------
To recall, a group of noteholders, which include Manulife
Financial Corp., MFC Global Investment Management, and certain
John Hancock Entities, won Bankruptcy Court approval on
December 4, 2009, of the disclosure statement outlining the
Chapter 11 plan they proposed for the reorganization of Greektown
Casino Holdings, LLC, and its debtor affiliates.

Judge Shapero of the U.S. Bankruptcy Court for the Eastern
District of Michigan overruled all objections to the Noteholder
Disclosure Statement.

With the entry of the Court's order, the process of soliciting
votes for the Noteholder Plan can now commence.

The Court has approved the proposed solicitation procedures with
respect to the Noteholder Plan; the composition of the
Solicitation Packages; the form of the ballots; the proposed
subscription procedures for purposes of the Rights Offering; and
the proposed Subscription Forms.

Judge Shapero also approved the form of the Disclosure Statement
Approval Notice and the Noteholders' Solicitation Letter for
their Plan, a copy of which is available for free at:

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

In a separate filing, at the behest of the Official Committee of
Unsecured Creditors, Judge Shapero approved the inclusion of a
letter, prepared by Clark Hill PLC, counsel to the Committee, in
the solicitation materials to be distributed by the Noteholder
Plan Proponents to Greektown Casino's unsecured creditors.  The
Committee Letter sets forth information about the Noteholder Plan
and indicates the Committee's recommendation of the Noteholder
Plan.  The Committee Letter enhances disclosure to creditors,
especially in view of the complexities of the Noteholder Plan and
Disclosure Statement, Joel D. Applebau, Esq., at Clark Hill PLC,
in Birmingham, Michigan, asserts.  A full-text copy of the
Committee Letter is available for free at:

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

Judge Shapero has set January 4, 2010, as the last day for
creditors to vote on the Noteholder Plan.

December 1, 2009, has been set as the record date to determine
which creditors are entitled to receive solicitation packages and
entitled to vote to accept or reject the Noteholder Plan.

The Court is set to convene a hearing on January 12, 2010, to
consider confirmation of the Noteholder Plan.  The deadline for
filing objections to the confirmation of the Noteholder Plan is
January 5, 2010, at 5:00 p.m.  If objections to the Noteholder
Plan are asserted, the Noteholder Plan Proponents and Debtors are
authorized to file replies no later than January 11, 2010.

The Noteholder Plan Proponents will publish, or cause to be
published, the notice of the Noteholder Plan Confirmation
Hearing, on one occasion, at least two weeks prior to the Voting
Deadline in the national edition of "The Wall Street Journal" and
"The Detroit Free Press."

A full-text copy of the Noteholder Plan Disclosure Statement
Order is available for free at:

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

             Noteholders File 2nd Amended Plan & DS

At the December 4 Disclosure Statement Hearing, Judge Shapero
ordered the Noteholder Plan Proponents to submit an amended Plan
and Disclosure Statement to reflect certain modifications.

Subsequently, on December 7, 2009, the Noteholders submitted a
second amended Chapter 11 Plan of Reorganization and Disclosure
Statement, containing certain modifications and updating the Plan
documents with the Court-set January 12 Confirmation Hearing and
January 4 Voting Deadline.

As previously reported, the Noteholder Plan's Valuation Analysis
as prepared by Charles S. Edelman LLC estimates the
reorganization value of Reorganized Greektown is within the
hypothetical range of $626.7 million to $696.2 million with a
mid-point estimate of $662.7 million, utilizing the Debtors
Financial Projections; and a hypothetical range of $677.6 million
to $754.1 million with a mid-point estimate of $715.6 million,
utilizing the XRoads Financial Projections.  The Valuation
Analysis was prepared using available data from the Debtors and
is premised on financial projections containing assumptions based
on confirmation and consummation of the Debtors' Plan prepared by
XRoads Solutions Group, LLC, the financial advisors of the
Creditors Committee.  XRoads has updated its financial
projections to reflect the various transactions contemplated
under the Plan, a copy of which is available for free at:

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

Full-text copies of the Noteholder Second Amended Plan and
Disclosure Statement are available for free at:

         http://bankrupt.com/misc/GrktnNH2AmPln.pdf
         http://bankrupt.com/misc/GrktnNH2AmDS.pdf

                      About Greektown Casino

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

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

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

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


GREEKTOWN HOLDINGS: Wants $210MM Replacement Loans From Jefferies
-----------------------------------------------------------------
Greektown Holdings, LLC, and its debtor affiliates seek
permission from the U.S. Bankruptcy Court for the Eastern
District of Michigan to obtain secured postpetition financing of
up to $210,000,000 from a syndicate of lenders led by Jefferies
Finance LLC and Goldman Sachs.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, recounts that early on in their bankruptcy
proceedings, the Debtors got Court approval to enter into a
Senior Secured DIP Credit Agreement with certain lenders led by
Merrill Lynch Capital Corporation for the provision of
postpetition financing aggregating $196,000,000.  The Original
DIP Facility will expire on December 31, 2009.

Subsequently, certain noteholders of the Debtors filed their own
alternative Chapter 11 plan for the Debtors' reorganization.
Moreover, certain of the Noteholder Plan Proponents offered to
refinance the Debtors' obligations under the Original DIP Credit
Agreement, as well as provide for a loan facility of up to
$210,000,000.

Mr. Weiner tells the Court that the Original DIP Lenders offered
to extend the Original DIP Credit Agreement on the same terms
through June 2010.  Nevertheless, upon review and upon the
assistance of their financial advisors, the Debtors determined
that the terms of the New DIP Credit Agreement are materially
more favorable to them Debtors than those of the Original DIP
Credit Agreement or an extension of it.

Accordingly, the Debtors seek to enter into a New DIP Credit
Agreement with Jefferies Finance and the other New DIP Lenders,
the salient terms of which are:

Borrowers:      Greektown Holdings LLC and Greektown Holdings
                 II, Inc.

Guarantors:     Greektown Casino LLC, Trappers GC Partners LLC,
                 Contract Builders Corporation, Realty Equity
                 Company, Inc.

Administrative
Agent:          Jefferies Finance LLC

Syndication
Agent:          Goldman Sachs Lending Partners LLC

Co-Lead
Arrangers &
Co-Bookrunners: Goldman Sachs Lending and Jefferies Finance

Lenders:        A syndication of lenders

Loan Amounts:   Term A Loan -- $190,000,000
                 Delayed Draw Loans -- up to $20,000,000

Use of
Proceeds:       The proceeds of the Term A Loans will be used
                 to repay in full all obligations under the
                 Original DIP Credit Agreement and to fund the
                 repayment of amounts to reimburse reasonable
                 fees and expenses in accordance with the Budget
                 and as otherwise allowed under the DIP Credit
                 Agreement.

                 The proceeds of the Delayed Draw Loans will be
                 contributed to Greektown and will be used by
                 Greektown to pay for operating costs and
                 prepayment of amounts to reimburse reasonable
                 fess and expenses in accordance with the
                 Budget, to reimburse certain professional fees
                 of the Noteholder Plan Proponents and the Ad
                 Hoc Committee of Prepetition Lenders, to pay
                 certain commitment fees to the proposed lenders
                 under the Noteholder Plan's exit facility, and
                 as otherwise allowed under the DIP Credit
                 Agreement.

Maturity Date:  The earliest to occur of:

                  (i) September 30, 2010,

                 (ii) the effective date of the plan of
                      reorganization for the Debtors,

                (iii) the sale or transfer of all or
                      substantially all of the Debtors'
                      Permanent Casino Complex, or

                 (iv) upon an Event of Default and certain
                      actions of the Lenders.

Interest Rate:  The interest on the Loans will accrue at an 11%
                 fixed rate per annum, plus 3.5% deferred
                 interest.

Fees:           * A $150,000 one-time fee to be paid to the
                   Administrative Agent,

                 * A $150,000 one-time fee to be paid to the
                   Syndication Agent,

                 * A $100,000 one-time fee to be paid to
                   each of the Co-Lead Arrangers, and

                 * A commitment fee equal to 1% of the undrawn
                   amount of the Delayed Draw Loans per annum.

  Events of
  Default:       Includes default in the payment or prepayment
                 when due of any principal of or interest on any
                 Loan and, with respect to any default in the
                 payment of interest, the Default will continue
                 unremedied for two business days, or any fee
                 related to an obligation will continue
                 unremedied for two days.

  Liens:         Subject to the Carve-Out, the New DIP Lenders
                 will be granted a superpriority administrative
                 claim over any and all administrative claims
                 under Sections 503(b) and 507(b) of the
                 Bankruptcy Code.

                 As collateral for the Loans and security for
                 the DIP Objections, the DIP Agent, for the
                 benefit of the Secured Parties, will be granted
                 (i) a first priority lien on all assets of the
                 Debtors that are unencumbered as of the
                 Petition Date, excluding avoidance actions
                 under Section 544 - 553 of the Bankruptcy Code;
                 (ii) a perfected lien on all other assets of
                 the Debtors, junior only to valid liens in
                 existence as of the Petition Date; (iii) a
                 perfected senior priming lien on all of the
                 Debtors' assets that are subject to the liens
                 of the Prepetition Lenders, and (iv) subject to
                 any valid senior construction liens, a claim
                 and liens on any improvements.

  Carve-Out:     Refers to a segregated account, to be funded by
                 the Debtors, in an aggregate amount equal to
                 $2,250,000, plus the actual amount of incurred
                 and unpaid fees and expenses of professionals
                 incurred by the Debtors and any official
                 committee appointed in the Debtors' cases prior
                 to the date of the delivery of a Carve-Out
                 Trigger Notice.

  Consolidated
  EBITDAR,
  Minimum
  Liquidity:    The Debtors are required to maintain
                Consolidated EBITDAR not to be less than these
                given amounts for these periods:

                                               Consolidated
                                                  EBITDAR
                             Consolidated          on a
                Month          EBITDAR        (cumulative basis
                ending    (on monthly basis)    since 1/2010)
                ------    ------------------  -----------------
                Jan 2010      $3,800,000          $3,800,000
                Feb 2010      $4,500,000          $8,300,000
                Mar 2010      $5,800,000         $14,100,000
                Apr 2010      $5,300,000         $19,400,000
                May 2010      $5,600,000         $25,000,000
                Jun 2010      $5,000,000         $30,000,000
                Jul 2010      $5,800,000         $35,800,000
                Aug 2010      $4,800,000         $40,600,000
                Sept 2010     $4,500,000         $45,100,000

The New DIP Lenders are represented by Bracewell & Giuliani LLP.

Mr. Weiner points out that the Debtors will save approximately
$3.5 million in interest and fees by entering into the New DIP
Credit Agreement instead of extending the Original DIP Credit
Agreement.  In addition, he reveals that the New DIP Credit
Agreement has more flexible covenants, which should eliminate or
reduce the frequent amendments and waivers that were required
under the Original DIP Credit Agreement.

Mr. Weiner tells Judge Shapero that in the absence of a DIP
Financing in place, the Debtors could be forced to halt
operations as they would both (i) be in violation of numerous
rules of the Michigan Gaming Control Board, and (ii) run out of
money to pay operating costs.

As part of their request, the Debtors also seek authority to
reimburse certain professional fees of the Noteholder Plan
Proponents and the Ad Hoc Committee of Prepetition Lenders and
certain commitment fees to the proposed lenders under the
Noteholder Plan's exit facility as provided in a budget.  A copy
of the Budget is available for free at:

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

Full text copies of the New DIP Credit Agreement and its
accompanying schedules are available for free at:

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

                      About Greektown Casino

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

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

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

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


GREEKTOWN HOLDINGS: Seeks to Access Cash Collateral
---------------------------------------------------
In addition to the need for a further debtor-in-possession
financing, Greektown Holdings Inc. and its units aver that their
other pressing concern is the need for continued use of cash
collateral of their prepetition lenders.  The Debtors assert that
they require use of cash collateral to pay operating expenses,
including payroll, to pay vendors and to ensure a continued supply
of goods is essential to their viability.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, relates that the Debtors' Prepetition Credit
Agreement is dated December 2005 among Greektown Holdings, LLC,
and Greektown Holdings II, Inc., with Merrill Lynch, Pierce,
Fenner and Smith Incorporated, as Prepetition Agent, and certain
lenders.  The Debtors' obligations under the Prepetition
Agreement are secured by liens and security interests in
substantially all of the Debtors' assets, including cash and
properties, as well as mortgages on substantially all of their
real estate interests.  Those assets are otherwise referred to as
the Prepetition Collateral.

The Debtors have recently sought Court approval of a replacement
postpetition financing of up to $210 million with Jefferies
Finance LLC and a syndicate of lenders, as the December 31, 2009
maturity date of their Original DIP Facility is fast approaching.
Under the terms of the New DIP Credit Agreement, the Debtors
propose to use Cash Collateral that is subject to the lien of the
Prepetition Lenders.

The Debtors believe that upon payment of all outstanding amounts
under the Original DIP Facility pursuant to the DIP Order, there
are no other parties with liens on Cash Collateral.

Mr. Weiner reminds the Court that the Prepetition Secured Parties
have consented to the use of the Cash Collateral on the terms and
subject to the conditions set forth in the Original DIP Credit
Agreement and the DIP Order.  He notes that since the only
parties that will have liens on Cash Collateral have consented to
its use, the Debtors should be permitted to use Cash Collateral
as provided under the New DIP Credit Agreement.

The Debtors intend to use the Cash Collateral in accordance with
a prepared budget on a 13-week rolling basis, a copy of which is
available for free at:

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

In exchange for their use of the Cash Collateral, the Debtors
agree to provide certain adequate protection to the Prepetition
Secured Parties.  To that end, the Debtors ask the Court to
approve to approve, as of the Petition Date, certain protections
of the Prepetition Secured Parties' interests in Cash Collateral
from any diminution in value.  The requested protections include,
among other things, (i) the granting of replacement liens on all
assets of the Debtors, subject to certain interests and the
Carve-Out; (ii) the granting superpriority status to the adequate
protection obligations, subject to the payment of the Carve-Out;
and (iii) periodic payments to the Prepetition Secured Parties.

Without adequate protection, the Prepetition Secured Parties will
not agree to the continued use of Cash Collateral, Mr. Weiner
points out.  If that happens, the Debtors believe that they would
be unable to find suitable financing and would be compelled to
cease their business operations.

                      About Greektown Casino

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

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

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

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


HAWAII BIOTECH: Gets Court Okay to Use $500,000 Financing
---------------------------------------------------------
The Honolulu Advertiser says the Bankruptcy Court authorized
Hawaii Biotech Inc. to access $500,000 in financing of a possible
$2 million loan, and use $164,000 in back account to fund day-to-
day functions including payroll and utility bills.

Hawaii Biotech Inc. -- http://www.hibiotech.com/-- focuses on the
research and development of vaccines for established and emerging
infectious diseases.

The Company filed for Chapter 11 protection on Dec. 11, 2009
(Bankr. D. Hawaii Case No. 09-02908).  Jerrold K. Guben, Esq., at
O'Connor Playdon & Guben, represents the Debtor in its
restructuring effort.  The petition says that assets and debts are
between $1,000,001 and $10,000,000.


HAWAII MEDICAL CENTER: Three Competing Plans Filed
--------------------------------------------------
Creditors will be choosing from three competing plans of
reorganization for Hawaii Medical Center LLC if the proponents get
the necessary approvals from the Bankruptcy Court.

The Bankruptcy Court this week approved the disclosure statement
explaining the plan sponsored by the Official Committee of
Unsecured Creditors.  Disclosure statements explaining competing
plans proposed by the hospitals themselves and by St. Francis
Healthcare System of Hawaii will be considered for approval at a
Jan. 27 hearing.

Behavioral Health Central reports St. Francis Healthcare's plan
contemplates a takeover of two hospitals and find new officials to
oversee operations.  The Plan also proposes the possible sale of
240-bed hospital in Liliha together with an adjacent building,
source notes.  St. Francis Healthcare is the former owner of
Hawaii Medical.

The Creditors Committee's plan seeks to strip the Hawaii Medical
of its ownership and have it under a non-profit corporation.

                    About Hawaii Medical Center

Hawaii Medical Center is the first for-profit, physician-owned
hospital in the state.  In January 2007, Hawaii Physician Group
LLC together with Cardiovascular Hospitals of America (CHA), a
leading U.S. hospital management company, established the new
Hawaii Medical Center with two hospital campuses on Oahu - HMC
West in Ewa Beach and HMC East in Liliha.  HPG membership is
nearly 130 physicians strong and the group retains 49% ownership
of HMC, with the other 51% retained by CHA.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed assets of between $1 million and $10 million and
liabilities of between $50 million and $100 million when they
filed for bankruptcy.


HEALTHSOUTH CORP: Completes Refinancing of Floating Rate Notes
--------------------------------------------------------------
HealthSouth Corporation on December 15 said it has completed its
previously announced refinancing.  The refinancing included the
tender for and redemption of all, or $329.6 million, of its
outstanding floating rate senior notes due 2014.  The tender offer
and redemption were financed through the issuance of $290 million
8.125% senior notes due 2020 and cash on hand.  As a result of the
refinancing, the company reduced its total outstanding debt by
approximately $40 million.

"The refinancing in combination with the previously announced
amendment to the credit agreement and term loan extension improves
our debt maturity profile," said Ed Fay, Senior Vice President -
Finance and Treasurer of HealthSouth. "The company has made
significant progress on its deleveraging goal in 2009 through both
debt reduction and Adjusted Consolidated EBITDA growth. The
revised credit agreement and debt profile will provide the company
with greater flexibility to continue to execute its business
plan."

In connection with the refinancing, the company will take a charge
in the fourth quarter of 2009 for the early extinguishment of debt
of approximately $15 million.

                        About HealthSouth

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

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


HOSPITALITY PROPERTIES: S&P Affirms 'BB+' Preferred Stock Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' corporate
credit and senior unsecured ratings and its 'BB+' preferred stock
ratings on Hospitality Properties Trust.  The outlook remains
negative.

"S&P's ratings reflect S&P's expectation that HPT's lodging
tenants will continue to face stress through 2010 and into 2011,
as S&P now believe that the sector is likely to experience a more
protracted recovery than S&P contemplated earlier this year," said
credit analyst Elizabeth Campbell.  "However, S&P expects HPT's
earnings and debt coverage measures to remain somewhat insulated
from property-level weakness due to the company's conservative
lease and management contract structure."

While recent equity raises have reduced leverage and improved
liquidity, the negative outlook on HPT reflects S&P's expectation
for continued stress within the company's hotel tenant base, which
could pressure the company's debt coverage.  S&P would lower the
ratings on HPT one notch if revenue declines push the company's
EBITDA coverage of interest and preferred dividends below the
minimum acceptable level of 3x (including the TA rent deferral).
This could happen if RevPAR declines more than S&P currently
expect; S&P would view resultant lease renegotiations downward or
tenant credit quality erosion unfavorably.  While less likely in
the near-term, ratings improvement would be contingent upon a
recovery in lodging fundamentals, strong and stable performance
from TA, and sustained improvement in EBITDA interest coverage.


HOST HOTELS: S&P Assigns 'BB+' Rating on $300 Mil. Senior Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Host Hotels & Resorts
L.P.'s proposed $300 million exchangeable senior debentures due
2029 its 'BB+' issue-level rating (two notches higher than S&P's
'BB-' corporate credit rating on the company).  S&P also assigned
this debt a recovery rating of '1', indicating its expectation of
very high (90% to 100%) recovery for lenders in the event of a
payment default.  The company will use proceeds from the proposed
notes issuance primarily to repay debt.  An overallotment of
$60 million of the exchangeable senior debentures may be offered
if the right is exercised by purchasers, although the increase in
the issuance size would not affect the rating assigned to the
notes.

The corporate credit rating on parent company Host Hotels &
Resorts Inc. is 'BB-' and the rating outlook is negative.  The
rating reflects Host's highly leveraged financial risk profile,
reliance on external sources of capital for growth as a real
estate investment trust (REIT), the current down cycle and the
generally cyclical nature of lodging, and industrywide
susceptibility to global political events.  The company's
currently adequate liquidity profile, high-quality and
geographically diversified hotel portfolio within the U.S. (112
owned hotels and approximately 62,000 rooms), strong brand
relationships, and experienced management team, along with the
high barriers to entry for new competitors (hotel locations are
primarily in urban and resort markets or close to airports),
temper these risks.

                           Ratings List

                     Host Hotels & Resorts Inc.

        Corporate Credit Rating           BB-/Negative/--

                            New Rating

                    Host Hotels & Resorts L.P.

               $300M exch sr debs due 2029       BB+
                 Recovery Rating                 1


HOVNAVIAN ENTERPRISES: Fitch Says Homebuilder Recovery Remote
-------------------------------------------------------------
Though CDS spreads on U.S. homebuilders have retreated from
inflated levels, the road to recovery for two builders in
particular appears long yet, according to Fitch Solutions in its
latest update on Global CDS Spreads/Liquidity Scores for companies
scheduled to come out with earnings announcements in the coming
week.

'Hovnanian is still pricing at very distressed levels and suffers
from very low liquidity, signaling the market sees no significant
change in their outlook,' said Author and Senior Director Jonathan
di Giambattista.  'Lennar is a fairly liquid name in the CDS
market, and has shown weakness over the past quarter, breaking-out
of its historical 'BB' trading range and is currently pricing at
'BB-' levels.' Similar patterns are also showing up for Toll
Brothers and KB Home, which di Giambattista says conveys a
systemic negative bias in the credit markets for homebuilders.

North America:

     Best Buy Co., Inc. (CONSUMER SERVICES/General Retailers)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 223 basis points (bps) to 155 bps,
a decrease of -30%.  Liquidity on Best Buy Co., Inc. decreased
from trading in the 23th percentile to the 35th percentile.  Its
liquidity score decreased from 8.31 to 8.34 over the three-month
period.

     Carnival Corporation (CONSUMER SERVICES/Travel & Leisure)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 143 bps to 97 bps, a decrease of -
32%.  Liquidity on Carnival Corporation decreased from trading in
the seventh percentile to the 26th percentile.  Its liquidity
score decreased from 7.67 to 8.08 over the three-month period.

   Darden Restaurants, Inc. (CONSUMER SERVICES/Travel & Leisure)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 126 bps to 125 bps, a decrease of
-1%.  Liquidity on Darden Restaurants, Inc. decreased from trading
in the 29th percentile to the 35th percentile.  Its liquidity
score increased from 8.57 to 8.35 over the three-month period.

     Fedex Corporation (INDUSTRIALS/Industrial Transportation)

Credit spreads have widened over the last three months, with the
five-year point widening from 82 bps to 86 bps, an increase of 5%.
Liquidity on Fedex Corporation decreased from trading in the 32th
percentile to the 36th percentile.  Its liquidity score increased
from 8.65 to 8.37 over the three-month period.

       General Mills, Inc. (CONSUMER GOODS/Food Producers)

Credit spreads have widened over the last three months, with the
five-year point widening from 33 bps to 43 bps, an increase of
31%.  Liquidity on General Mills, Inc. increased from trading in
the 39th percentile to the 35th percentile.  Its liquidity score
increased from 8.87 to 8.32 over the three-month period.

    Hovnanian Enterprises, Inc. (CONSUMER GOODS/Household Goods)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 1353 bps to 1031 bps, a decrease
of -24%.  Liquidity on Hovnanian Enterprises, Inc. decreased from
trading in the 23th percentile to the 44th percentile.  Its
liquidity score decreased from 8.32 to 8.61 over the three-month
period.

       Joy Global Inc. (INDUSTRIALS/Industrial Engineering)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 366 bps to 356 bps, a decrease of
-3%.  Liquidity on Joy Global Inc. decreased from trading in the
58th percentile to the 69th percentile.  Its liquidity score
decreased from 9.61 to 9.97 over the three-month period.

        Lennar Corporation (CONSUMER GOODS/Household Goods)

Credit spreads have widened over the last three months, with the
five-year point widening from 279 bps to 318 bps, an increase of
14%.  Liquidity on Lennar Corporation decreased from trading in
the sixth percentile to the ninth percentile.  Its liquidity score
increased from 7.63 to 7.44 over the three-month period.

             Nike Inc. (CONSUMER GOODS/Personal Goods)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 73 bps to 49 bps, a decrease of -
33%.  Liquidity on Nike Inc. increased from trading in the 72th
percentile to the 59th percentile.  Its liquidity score increased
from 10.45 to 9.42 over the three-month period.

   Oracle Corporation (TECHNOLOGY/Software & Computer Services)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 37 bps to 35 bps, a decrease of -
4%.  Liquidity on Oracle Corporation increased from trading in the
43th percentile to the 32th percentile.  Its liquidity score
increased from 9 to 8.26 over the three-month period.

  Rite Aid Corporation (CONSUMER SERVICES/Food & Drug Retailers)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 1225 bps to 977 bps, a decrease of
-20%.  Liquidity on Rite Aid Corporation increased from trading in
the third percentile to the second percentile.  Its liquidity
score increased from 7.32 to 6.86 over the three-month period.


IMAGE ENTERTAINMENT: Defaults on Convertible Note
-------------------------------------------------
Image Entertainment, Inc., has defaulted on payment under its
8.875% senior convertible note due August 30, 2011 in the
principal amount of $15,700,972.60.

On December 9, 2009, the holder of the Note provided notice of its
election to require the Company to make an installment payment of
principal and accrued interest under the Note on December 11,
2009, in the amount of $4,070,027.  On December 11, 2009, the
Company entered into a Third Amendment Agreement with the Holder
to amend the Note and the Installment Notice to change the date on
which the Company must pay the Installment Payment from
December 11, 2009, to December 14, 2009.  The Amendment Agreement
did not rescind the Installment Notice and provided that the
Installment Notice was to be modified to reflect the appropriate
interest accrual as of December 14, 2009.

The Company was unable to make the Installment Payment on
December 14, 2009.  The failure to make the Installment Payment on
December 14, 2009, constituted an event of default under the Note.
As a result of the event of default, the Holder is entitled at any
time to provide written notice requiring the Company to redeem all
or any part of the principal amount of the Note.  In addition, the
Company must pay the default interest rate of 12% per annum and
pay a late charge in an amount equal to interest on the
Installment Amount at the rate of 15% per annum.

The event of default under the Note also results in a cross-
default under the Company's Loan and Security Agreement, as
amended, with Wachovia and its Replication Agreement with Arvato
Digital Services.  As a result of the cross-defaults, both
Wachovia and Arvato are entitled, among other things, to
accelerate the amounts due to them under the Loan Agreement and
the Replication Agreement, respectively.  As a result of the
default under the Loan Agreement, the Company must pay a default
interest rate premium of 2.0% per annum higher than the current
borrowing rate of 4.0% per annum.

Wachovia and the Holder are parties to a subordination agreement
that provides, among other things, that in the event of a default
under the Note, Wachovia has the right to prevent the Holder from
taking certain action to enforce its rights under the Note for up
to 180 days after July 31, 2009.

The company does not currently have the funds, or access to the
funds, necessary to repay all of its outstanding obligations to
the Holder, Wachovia, Arvato and its other creditors.  Unless the
Company is able to negotiate an amendment, forbearance or waiver
with the Holder, Wachovia, Arvato and its other creditors, the
Company does not currently expect to be able to cure the defaults
under its debt agreements, which failure to cure would have a
material adverse effect on the Company's liquidity, business,
results of operations and financial condition and on its ability
to continue as a going concern and could potentially force the
Company to file for protection from its creditors under Chapter 11
of the U.S. Bankruptcy Code.  The Company continues to work with
its financial advisor to explore strategic alternatives.

                       About Image Entertainment

Image Entertainment, Inc., is a leading independent licensee and
distributor of entertainment programming in North America, with
approximately 3,200 exclusive DVD titles and approximately 340
exclusive CD titles in domestic release and approximately 400
programs internationally via sublicense agreements.  For many of
its titles, the Company has exclusive audio and broadcast rights
and, through its subsidiary, Egami Media, Inc., has digital
download rights to approximately 2,000 video programs and over 300
audio titles containing more than 5,100 individual tracks.  The
Company is headquartered in Chatsworth, California.

Image Entertainment has assets of $81,121,000 against debts of
$80,188,000 as of Sept. 30, 2009.


INDIANA COMMUNITY BANCORP: Unveils Balance Sheet Repositioning
--------------------------------------------------------------
Indiana Community Bancorp unveiled plans associated with a
strategic decision to reposition a portion of its balance sheet.
The Company's repositioning strategies include plans to sell a
portion of its current securities portfolio and to prepay a
portion of its Federal Home Loan Bank advances.

Chairman and CEO John Keach, Jr. stated "Our outstanding deposit
growth which currently exceeds $150 million for 2009 has provided
an opportunity to reduce higher cost wholesale funding thereby
increasing net interest income as we move into 2010." Executive
Vice President and CFO Mark Gorski added, "The balance sheet
repositioning strategies are an important step to improving our
core operating ratios in light of the current interest rate
environment."

                        Sale of Securities

The Bank intends to sell approximately $100 million of securities
with a weighted average yield of 2.2% and a weighted average life
of 1.9 years. It is anticipated that these transactions will
result in a gain on sale totaling approximately $2.0 million which
will be recognized in the fourth quarter of 2009.

           Prepayment of Federal Home Loan Bank Advances

The Bank intends to prepay approximately $55 million of Federal
Home Loan Bank advances with a weighted average rate of 4.5% and a
weighted average life of 2.3 years. Upon prepaying the advances,
the Bank will record a prepayment penalty of approximately $3.8
million which will be recognized as an expense in the fourth
quarter of 2009. The funds used to prepay the advances will come
primarily from current overnight cash balances held at the Federal
Reserve.

The financial impact of the sale of securities and the prepayment
of the Federal Home Loan Bank advances will reduce the Company's
pretax income by approximately $1.8 million. In addition, these
transactions will reduce the Company's total assets by
approximately $55 million. A portion of the cash balances used to
prepay the advances will be replenished from the sale of
securities. The remaining excess liquidity will be reinvested and
management anticipates that by lengthening maturities, the
securities purchased are expected to have better yields than the
securities sold. The repositioning strategies are expected to
improve the Company's net interest income and net interest market
in future periods.

Management estimates that as a result of the repositioning
transactions, the Company's net interest income will improve by
approximately $2.0 million annually as compared to the annualized
results from the third quarter of 2009. This projected increase in
net interest income is expected to result in a net interest margin
of approximately 3.25% which would represent an increase of 37
basis points over the net interest margin reported in the third
quarter of 2009.

Indiana Community Bancorp (Nasdaq: INCB) is the holding company of
Indiana Bank and Trust Company of Columbus, Indiana.


IPCS INC: Sprint Nextel Deal Cues Moody's to Withdraw 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the B3 corporate family
and SGL-2 liquidity ratings of iPCS, Inc. following completion of
its acquisition by Sprint Nextel Corp., rated Ba2/Negative.  The
ratings of iPCS's two debt instruments remain on review for
possible upgrade pending clarification of Sprint's plans for the
debt.

Sprint has several options.  It could decide to unconditionally
guarantee, on a senior unsecured basis, both pieces of iPCS's
debt.  In this case, Moody's could raise iPCS's First and Second
Lien Notes ratings to as high as Ba2 (with a negative outlook),
depending on the terms of the guarantee and inter-creditor
agreement.

If Sprint decides to leave the notes outstanding without the
benefit of a guarantee (and provided sufficient information for
Moody's to form an opinion on iPCS's creditworthiness) the rating
of the First Lien Notes could be upgraded to Ba3 (negative
outlook) from B1 and the rating of the Second Lien Notes could be
upgraded to B2 (negative outlook) from Caa1, reflecting Moody's
view that the acquisition of iPCS by Sprint enhances iPCS's
standalone credit profile.

If Sprint does not provide an unconditional and irrevocable
guarantee of the debt or sufficient financial information for the
rated issues to allow the agency to form an opinion regarding
their standalone creditworthiness, or if Sprint decides to redeem
iPCS's First and Second Lien Notes, iPCS's debt ratings will be
withdrawn.

Rating actions taken:

  -- Corporate Family Rating B3, to be Withdrawn
  -- Probability of Default Rating B3, to be Withdrawn

Liquidity Assessment SGL-2, to be Withdrawn

These ratings of iPCS, Inc. remain on review for possible upgrade:

  -- US$300M First Lien Senior Secured Floating Rate Notes due
     2013, B1, LGD2 - 27%,

  -- US$175M Second Lien Senior Secured Floating Rate Notes due
     2014, Caa1, LGD5 - 76%

Moody's last rating action for iPCS was on October 19, 2009, when
the rating agency placed iPCS's B3 corporate family rating on
review for possible upgrade.

Headquartered in Schaumberg, IL, iPCS, Inc., offers Sprint
products and services under Sprint brand in 81 markets, including
markets in Illinois, Indiana, Iowa, Michigan, Pennsylvania, Ohio,
Maryland, Nebraska, New York, Tennessee and West Virginia.


ISIDRO TORRES: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Isidro Torres
        2010 la Mesita Drive
        Hacienda Heights, CA 91745

Bankruptcy Case No.: 09-45335

Chapter 11 Petition Date: December 14, 2009

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

Judge: Barry Russell

Debtor's Counsel: Carolyn A. Dye, Esq.
                  3435 Wilshire Blvd, Ste 1045
                  Los Angeles, CA 90010
                  Tel: (213) 368-5000
                  Email: trustee@cadye.com

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

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

According to the schedules, the Company has assets of $1,439,000
and total debts of $2,989,706.

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

             http://bankrupt.com/misc/cacb09-45335.pdf

The petition was signed by Isidro Torres.


JOANNE SUMMA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Joanne C. Summa
        7928 E Riverdale St
        Mesa, AZ 85207

Bankruptcy Case No.: 09-32136

Chapter 11 Petition Date: December 14, 2009

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

Debtor's Counsel: Bill King, Esq.
                  7150 E Camelback Rd #444
                  Scottsdale, AZ 85251
                  Tel: (480) 949-7121
                  Fax: (480) 890 0820

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

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

A full-text copy of Ms. Summa's petition, including a list of her
20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/azb09-32136.pdf

The petition was signed by Ms. Summa.


KAREN MONTOYA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Karen L. Montoya
          dba Karman Properties
          dba Dandy Walls
        1226 Aster St.
        Simi Valley, CA 93063

Bankruptcy Case No.: 09-26921

Chapter 11 Petition Date: December 15, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: James Studer, Esq.
                  1420 Los Angeles Ave, Ste 204c
                  Simi Valley, CA 93065
                  Tel: (805) 582-9191
                  Fax: (805) 830-0446
                  Email: jamesstuderesq@aol.com

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

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

According to the schedules, the Company has assets of $1,058,374
and total debts of $2,826,546.

A full-text copy of Ms. Montoya's petition, including a list of
her 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-26921.pdf

The petition was signed by Ms. Montoya.


KRJ LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: KRJ, LLC
        P.O. Box 749
        Frederick, MD 21705

Bankruptcy Case No.: 09-34450

Chapter 11 Petition Date: December 15, 2009

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

Debtor's Counsel: Alan M. Grochal, Esq.
                  Tydings and Rosenberg
                  100 E. Pratt Street., Fl. 26
                  Baltimore, MD 21202
                  Tel: (410) 752-9700
                  Fax: (410) 727-5460
                  Email: agrochal@tydingslaw.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Stephanie Jordan.


KNR HOTELS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: KNR Hotels, LLC
          dba Super 8
        5900 American Way
        Orlando, FL 32819

Bankruptcy Case No.: 09-19085

Chapter 11 Petition Date: December 15, 2009

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

Debtor's Counsel: Peter N. Hill, Esq.
                  Wolff Hill McFarlin & Herron PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  Email: phill@whmh.com

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

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

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

             http://bankrupt.com/misc/flmb09-19085.pdf

The petition was signed by Kiran B. Rach, managing member of the
Company.


JONES STEPHENS: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jones Stephens Corp.
          dba LT Connections
          dba D.A. Fehr, Inc.
          JSC & Plumbcast
        200 Park Avenue
        New York, NY 10166

Bankruptcy Case No.: 09-14414

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
Plumbing Holdings Corporation             09-14413

Chapter 11 Petition Date: December 15, 2009

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

Judge: Christopher S. Sontchi

About the Business:

Debtors' Counsel: Howard A. Cohen, Esq.
                  Drinker Biddle & Reath LLP
                  1100 North Market Street, Suite 1000
                  Wilmington, DE 19801
                  Tel: (302) 467-4213
                  Fax: (302) 467-4201
                  Email: howard.cohen@dbr.com

Estimated Assets: $50,000,001 to $100,000,000

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

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

            http://bankrupt.com/misc/deb09-14413.pdf

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
American Capital           debt                   $26,720,295
Financial Services, Inc.
PO Box 759068 Center
Baltimore, MD 21275

Hi-Tec Laboratories Inc.   trade                  $279,765
c/o LSQ Funding Group LC
Atlanta, GA 30384

Jungwoo Metal Ind Co Ltd.  trade                  $240,514

Tigre USA                  trade                  $69,836

NOMACO Inc.                trade                  $64,244

Normandy Products Co       trade                  $43,003

Affinity Custom Molding    trade                  $38,171
Inc.

Sea Industries             trade                  $28,030

Cello Products, Inc.       trade                  $26,098

Multi Fittings Corp        trade                  $25,398

WDI International Inc.     trade                  $24,978

Century Sales              trade                  $21,143

YRC                        trade                  $22,763

IPS Corporation            trade                  $20,513

USF Holland Inc.           trade                  $20,354

Georgia-Pacific            trade                  $18,362
Receivables

K-Flex LLC                 trade                  $17,891

United Parcel Service      trade                  $17,229

Specialty Conduit          trade                  $16,807

Mayco Industries Inc.      trade                  $15,547

Flying W Plastics Inc.     trade                  $15,020

Guarantee Specialties      trade                  $12,447

Elster Perfection          trade                  $12,410

Ideal Division             trade                  $12,371

Rubbermaid Commercial      trade                  $11,452
Products

Provent                    trade                  $10,000

Georgie Fischer LLC        trade                  $8,680

NUPAK of New Orleans Inc.  trade                  $7,721

Lavelle Industries Inc.    trade                  $7,489

Technology Group           trade                  $7,362
International


The petition was signed by Ed Moulin, chief financial officer of
the Company.


LAKE TAHOE: Wants to Reorganize Rather Liquidate Assets
-------------------------------------------------------
Adam Jensen at Tahoe Daily Tribune, citing court documents,
reports Lake Tahoe Development Company will not liquidate its
assets as part of Chapter 11 bankruptcy proceedings but the sale
of Chateau at Heavenly Village project remains an option.

The Company said it plans to reduce the size of the project to
decrease construction costs, according to the report.  The project
includes two luxury condominium-hotels with 477 rooms, 50,000-
square-foot convention center, among other.  The project was
halted January 2008 when the Company was unable to secure
financing for $420 million for the project.

Based in Zepher Cove, Nevada, Lake Tahoe Development Co., LLC,
operates a real estate business.  The Company filed for Chapter 11
protection on Oct. 5, 2009 (Bankr. E.D. Calif. Case no. 09-41579).
In its petition, the Debtor listed assets between $100,000 and
$500 million, and debts between $50 million and $100 million.


LAKESIDE BUSINESS PARK: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Lakeside Business Park, LLC
        P.O. Box 709012
        Sandy, UT 84070

Bankruptcy Case No.: 09-33887

Chapter 11 Petition Date: December 14, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Anna W. Drake, Esq.
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955
                  Email: annadrake@att.net

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

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

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

The petition was signed by Gordon R. Jacobson, manager of the
Company.


LEAP WIRELESS: T. Rowe Price Discloses 10.1% Equity Stake
---------------------------------------------------------
T. Rowe Price Associates, Inc., said it may be deemed the
beneficial owner of 7,898,387 shares or roughly 10.1% of the
common stock of Leap Wireless International Inc.

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

As of September 30, 2009, Leap had $5.36 billion in total assets,
including $222.9 million in cash and cash equivalents, against
total liabilities of $3.55 billion and redeemable noncontrolling
interests of $75.7 million, resulting in $1.74 billion in
stockholders' equity.

                            *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEHIGH COAL: Needs Financing Before Presenting Confirmable Plan
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
gave Lehigh Coal & Navigation Co. an extension until April 28 of
its exclusive period to solicit acceptances of a Chapter 11 plan.
Although Lehigh filed a proposed reorganization plan in July, it
said it can't file a confirmable plan until it lands exit
financing.

Lehigh Coal reported a $528,000 net loss in October on revenue of
$1.5 million.  During the first 10 months of year, the cumulative
net loss is $1.96 million on revenue of $13 million.  The net loss
is mostly explained by $1.65 million in professional fees this
year.

Pottsville, Pennsylvania-based Lehigh Coal & Navigation Co. --
http://www.lcncoal.com/-- has been mining anthracite coal since
the late 1700s, with 8,000 acres of coal-producing properties.
Creditors filed an involuntary Chapter 11 petition against the
Company on July 15, 2008 (Bankr. M.D. Penn. Case No. 08-51957).
The involuntary filing was the third filed against the Company in
less than four years.  Jeffrey Kurtzman, Esq., at Klehr, Harrison,
Harvey, Branzburg and Ellers, LLP, represents the petitioners.

The Debtor consented to being in Chapter 11 in August 2008.


LEHMAN BROTHERS: Sells De Minimis Real Property Assets for $3.3MM
-----------------------------------------------------------------
NetDockets reports Lehman Brothers Holdings Inc. and its
affiliates have filed with the U.S. Bankruptcy Court for the
Southern District of New York their most recent monthly report of
de minimis assets sold or abandoned pursuant to court-approved
procedures.

Pursuant to those procedures, Lehman Brothers has the ability to
sell or abandon lots of assets of de minimis size without
individual court approval if selected interested parties do not
object once given notice of the proposed sale/abandonment by
Lehman Brothers.

During the latest monthly period, NetDockets continues, there were
no de minimis assets abandoned.  Seven residential real property
assets were sold during the period for $3.3 million in the
aggregate. The properties are:

     -- 972 N. Woodlawn Drive, Thousand Oaks, CA
     -- 3225 Kylee Dawn Circle, Lawrenceville, GA
     -- 721 Bethpage Drive, McDonough, GA
     -- 20000 Welby Way, Los Angeles, CA
     -- 4545 O'Malley Rd., Anchorage, AK
     -- 442 Sixth St., Palisades Park, NJ
     -- 1831 Wabasso Way, Glendale, CA

                       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)


LENNAR CORP: Fitch Says Homebuilder Recovery Remote
---------------------------------------------------
Though CDS spreads on U.S. homebuilders have retreated from
inflated levels, the road to recovery for two builders in
particular appears long yet, according to Fitch Solutions in its
latest update on Global CDS Spreads/Liquidity Scores for companies
scheduled to come out with earnings announcements in the coming
week.

'Hovnanian is still pricing at very distressed levels and suffers
from very low liquidity, signaling the market sees no significant
change in their outlook,' said Author and Senior Director Jonathan
di Giambattista.  'Lennar is a fairly liquid name in the CDS
market, and has shown weakness over the past quarter, breaking-out
of its historical 'BB' trading range and is currently pricing at
'BB-' levels.' Similar patterns are also showing up for Toll
Brothers and KB Home, which di Giambattista says conveys a
systemic negative bias in the credit markets for homebuilders.

North America:

     Best Buy Co., Inc. (CONSUMER SERVICES/General Retailers)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 223 basis points (bps) to 155 bps,
a decrease of -30%.  Liquidity on Best Buy Co., Inc. decreased
from trading in the 23th percentile to the 35th percentile.  Its
liquidity score decreased from 8.31 to 8.34 over the three-month
period.

     Carnival Corporation (CONSUMER SERVICES/Travel & Leisure)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 143 bps to 97 bps, a decrease of -
32%.  Liquidity on Carnival Corporation decreased from trading in
the seventh percentile to the 26th percentile.  Its liquidity
score decreased from 7.67 to 8.08 over the three-month period.

   Darden Restaurants, Inc. (CONSUMER SERVICES/Travel & Leisure)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 126 bps to 125 bps, a decrease of
-1%.  Liquidity on Darden Restaurants, Inc. decreased from trading
in the 29th percentile to the 35th percentile.  Its liquidity
score increased from 8.57 to 8.35 over the three-month period.

     Fedex Corporation (INDUSTRIALS/Industrial Transportation)

Credit spreads have widened over the last three months, with the
five-year point widening from 82 bps to 86 bps, an increase of 5%.
Liquidity on Fedex Corporation decreased from trading in the 32th
percentile to the 36th percentile.  Its liquidity score increased
from 8.65 to 8.37 over the three-month period.

       General Mills, Inc. (CONSUMER GOODS/Food Producers)

Credit spreads have widened over the last three months, with the
five-year point widening from 33 bps to 43 bps, an increase of
31%.  Liquidity on General Mills, Inc. increased from trading in
the 39th percentile to the 35th percentile.  Its liquidity score
increased from 8.87 to 8.32 over the three-month period.

    Hovnanian Enterprises, Inc. (CONSUMER GOODS/Household Goods)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 1353 bps to 1031 bps, a decrease
of -24%.  Liquidity on Hovnanian Enterprises, Inc. decreased from
trading in the 23th percentile to the 44th percentile.  Its
liquidity score decreased from 8.32 to 8.61 over the three-month
period.

       Joy Global Inc. (INDUSTRIALS/Industrial Engineering)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 366 bps to 356 bps, a decrease of
-3%.  Liquidity on Joy Global Inc. decreased from trading in the
58th percentile to the 69th percentile.  Its liquidity score
decreased from 9.61 to 9.97 over the three-month period.

        Lennar Corporation (CONSUMER GOODS/Household Goods)

Credit spreads have widened over the last three months, with the
five-year point widening from 279 bps to 318 bps, an increase of
14%.  Liquidity on Lennar Corporation decreased from trading in
the sixth percentile to the ninth percentile.  Its liquidity score
increased from 7.63 to 7.44 over the three-month period.

             Nike Inc. (CONSUMER GOODS/Personal Goods)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 73 bps to 49 bps, a decrease of -
33%.  Liquidity on Nike Inc. increased from trading in the 72th
percentile to the 59th percentile.  Its liquidity score increased
from 10.45 to 9.42 over the three-month period.

   Oracle Corporation (TECHNOLOGY/Software & Computer Services)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 37 bps to 35 bps, a decrease of -
4%.  Liquidity on Oracle Corporation increased from trading in the
43th percentile to the 32th percentile.  Its liquidity score
increased from 9 to 8.26 over the three-month period.

  Rite Aid Corporation (CONSUMER SERVICES/Food & Drug Retailers)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 1225 bps to 977 bps, a decrease of
-20%.  Liquidity on Rite Aid Corporation increased from trading in
the third percentile to the second percentile.  Its liquidity
score increased from 7.32 to 6.86 over the three-month period.


LODGENET INTERACTIVE: Wells Fargo Holds 10.15% of COM Units
-----------------------------------------------------------
Wells Fargo and Company disclosed it may be deemed the beneficial
owner of 2,348,339 or roughly 10.15% of the COM units of Lodgenet
Interactive Corp.  Roughly 2,340,639 or 10.12% of the COM units
are held by Wells Capital Management Inc.

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

As of September 30, 2009, LodgeNet had $541.5 million in total
assets against $610.5 million in total liabilities, resulting in
$68.9 million in stockholders' deficiency.

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Moody's affirmed LodgeNet's B3 corporate family rating, Caa1
probability of default rating and SGL-4 speculative grade
liquidity rating (indicating poor liquidity).  The rating
continues to be influenced primarily by liquidity matters stemming
from the company's very limited financial covenant compliance
cushion.


LYONDELL CHEMICAL: Amends Plan to Add Settlement With Lenders
-------------------------------------------------------------
Lyondell Chemical Company and its debtor affiliates presented to
the United States Bankruptcy Court for the Southern District of
New York their First Amended Joint Chapter 11 Plan of
Reorganization and accompanying First Amended Disclosure Statement
on December 11, 2009.

The Plan was amended to incorporate a proposed settlement of a
lawsuit being brought by the Official Committee of Unsecured
Creditors against secured lenders.

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

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

The Committee has filed an objection to the settlement.   As a
result, the bankruptcy judge said he would hold a trial on the
settlement before conducting a confirmation hearing for approval
of the amended plan.

The First Amended Plan incorporates, among others, (i) the lender
litigation settlement, (ii) equity commitment agreement, and
(iii) restructuring transactions.

                   Lender Litigation Settlement

Debtors' counsel, Deryck A. Palmer, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, relates that in October 2009,
the Bankruptcy Court ordered the parties to engage in mediation
to facilitate settlement discussions in the action commenced by
the Official Committee of Unsecured Creditors against the
prepetition lenders and directors of the Debtors.  The Bankruptcy
Court appointed Myron Trepper, Esq., as the mediator, and parties
to the Committee Action and the Debtors participated in an
initial mediation session on November 17, 2009.  Another
mediation session was held on December 3, 2009, and after this
mediation ended in an impasse, the Debtors delivered a non-
negotiable settlement proposal to the Ad Hoc Group of lenders
under a December 20, 2007 Senior Secured Credit Facility among
BIL Acquisition Holdings Limited, Debtor Basell Germany, and non-
Debtors LyondelBasell Industries Holdings B.V. and Basell Finance
Company B.V.; and lenders to a December 20, 2007 Bridge Loan
Facility.

In formulating the Lender Litigation Settlement proposal, a
Litigation Committee made up of James Gallogly, Kevin McShea and
Stephen Cooper, non-defendants to the Committee Action, primarily
relied on counsel at Cadwalader, Wickersham & Taft LLP, and
advice from Francis Conrad, a retired judge of the United States
Bankruptcy Court for the District of Vermont, NERA, Nexant and an
expert in decision analytics as well as data from Alix Partners
and other sources, Mr. Palmer says.  The Debtors determined that
in the event the Committee Litigation succeeded in establishing
some grounds for liability, the most likely scenario was that the
Settling Defendants would nonetheless receive a meaningful
distribution on account of their Claims against the Obligor
Debtors under the Senior Secured Credit Facility, he notes.

The salient terms of the Lender Litigation Settlement are:

* In return for receiving full releases from the Debtors'
  estates with respect to all allegations and causes of action
  raised in the Committee Litigation, the Settling Defendants
  have agreed to provide holders of Allowed General Unsecured
  Claims against the Obligor Debtors with:

    (i) $300 million in cash funded through an additional equity
        rights offering; and

   (ii) all of the proceeds of future prosecution of claims
        asserted in the Committee Action against non-settling
        defendants, to be prosecuted by the Litigation Trust
        under the First Amended Plan, to be distributed
        according to the First Amended Plan.  These proceeds
        will be available to satisfy the Allowed General
        Unsecured Claims against Obligor Debtors exclusive of
        any Deficiency Claims the Settling Defendants may have
        asserted.

* The Debtors will make advances to the Litigation Trust of up
  to $15 million to pay for fees and costs incurred by the
  Litigation Trust in connection with further litigation.  This
  advance will be repaid out of the first proceeds realized from
  the prosecution of the Committee Action claims against non-
  settling defendants prior to payment of the Litigation Trust
  Beneficiaries; in the event the Litigation Trust does not
  obtain further proceeds, the advance will be forgiven.

* The Settling Defendants will assign to the Debtors the right
  to enforce all subordination and turnover provisions against
  the holders of certain 8.375% senior notes due 2015 in the
  principal amounts of $615 million and EUR500 million pursuant
  to an Intercreditor Agreement dated December 20, 2007.  If the
  2015 Noteholders vote in favor of the Plan the Debtors will
  waive the subordination and turnover provisions and permit the
  holders of 2015 Notes Claims to recover as holders of Class 7-
  A Allowed Claims.  The settlement is not linked to or
  contingent upon any of the Settling Defendants or Access or
  any of its Affiliates being the ultimate Rights Offering
  Sponsor of an equity rights offering under the Plan, although
  it is contingent on Bankruptcy Court approval.

  The Lender Litigation Settlement does not impact the
  distribution of any assets found to have been unencumbered by
  the Settling Defendants' prepetition liens, and these assets
  will be distributed to creditors with Allowed Claims in
  accordance with the First Amended Plan.

Moreover, on December 4, 2009, the Debtors held a status
conference to advise the Bankruptcy Court of the Lender
Litigation Settlement.  Subsequently, the Bankruptcy Court
adjourned the Phase I Trial from December 10, 2009, to a date to
be determined.  The Debtors will file a motion seeking approval
of the Lender Litigation Settlement.

Thus, on the effective date of the First Amended Plan and subject
to Bankruptcy Court approval, Reorganized LyondellBasell will
implement the Lender Litigation Settlement.

                     Securities to be Issued

The First Amended Plan provides that securities to be issued
under the First Amended Plan are:

A. New Third Lien Notes

On the Effective Date, Lyondell Chemical will authorize and issue
New Third Lien Notes.  The terms of the New Third Lien Notes will
be governed by a New Third Lien Notes Indenture.  A term sheet of
the New Third Lien Notes is available for free at:

         http://bankrupt.com/misc/Lyondell_New3rdLienNotes.pdf

B. Cram Down Notes

On the Effective Date, Lyondell Chemical will authorize and issue
the Cram Down Notes.  The terms of the Cram Down Notes will be
governed by the Cram Down Notes Indenture.  A term sheet of the
principal terms of the Cram Down Notes is available for free at:

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

C. New Common Stock

Pursuant to New Topco Articles of Association in effect upon
emergence, New Topco or LyondellBasell Industries N.V. will be
authorized to issue 1,275,000 shares of New Common Stock, which
will consist of 1 billion Class A shares and 275,000,000 Class B
shares.  The rights attached to the New Common Stock are
described in the New Topco Articles of Association, which will be
included in a Plan Supplement.

Shares of New Common Stock issued in exchange for Allowed Claims
under the First amended Plan as well as shares of New Common
Stock issuable upon the exercise of warrants issued pursuant to
the Plan will be Class A Shares.  Shares of New Common Stock
issued in connection with, or pursuant to, the Rights Offering
will be Class B Shares.  Upon consummation of the Plan,
300,000,000 Class A Shares and 263,901,979 Class B Shares are
expected to be outstanding.  Additional Class A shares are
expected to be reserved for issuance upon exercise of options
issued pursuant to the Employee Equity Plan.

Class B Shares will, however, rank senior in liquidation to the
Class A Shares and any other classes of New Topco capital stock.
Each Class B Share will have the same rights, entitlements and
preferences as the Class A Shares.

Upon a liquidation, prior to a Liquidation Preference Expiration
Date, subject to the payment or provision for payment of the
debts and other liabilities of New Topco, each outstanding Class
B Share will be entitled to receive, out of the remaining assets
of New Topco available for distribution to its stockholders, an
amount equal to $10.61 per Class B Share before any distribution
will be made to the holders of Class A Shares.  After receipt of
the Class B Liquidation Preference Amount, the Class B Shares
will not also participate in liquidation distributions to the
Class A Shares.  The Liquidation Preference Expiration Date will
be the first date upon which the closing price per share of the
Class B Shares exceeds $21.22 on a national securities exchange,
subject to anti-dilution adjustments.

Each Class B Share will be convertible at any time at the option
of the holder into one Class A Share.  On the Liquidation
Preference Expiration Date, each outstanding Class B Share will
automatically convert, without any further action required to be
taken by New Topco or any shareholder, into one Class A Share and
the Class B Shares will no longer be outstanding.

The number of Class A Shares into which a Class B Share is
convertible will be adjusted in the event of any stock split,
subdivision of shares, combination of shares or stock dividend
relating only to the Class A Shares or Class B Shares which does
not relate also to the other class of ordinary shares in a pro
rata manner in that a holder of Class B Shares converted will
receive the number of Class A Shares which the holder would have
received with respect to the conversion had the Class B Shares
been converted immediately prior to that action.

All Class A and Class B Shares will vote as one class on all
matters on which holders of shares of New Common Stock are
entitled to vote.  The Class B Shares will have a separate class
vote with respect to an acquisition, merger, sale of all or
substantially all assets of New Topco and its consolidated
subsidiaries taken as a whole, consolidation or, to the extent a
vote of the shareholders of the New Topco is required, a
Liquidation, in each case, pursuant to which the
Class B Shares are redeemed, purchased, converted, retired or
exchanged for value at a price less than their Liquidation
Preference.  That Class B vote will require the approval of 85%
of the then outstanding Class B Shares.

Amendments or waivers to the terms of the Class B Shares will
require the approval of a majority of the then outstanding Class
B Shares, provided that (i) the approval of 85% of the then
outstanding Class B Shares will be required for changes to the
terms of the voting provisions and (ii) the approval of 100% of
the then outstanding Class B Shares will be required for changes
to the terms of the Class B Liquidation Preference, Liquidation
Preference Expiration Date or Automatic Conversion provisions.

                     Equity Commitment Agreement

According to the First Amended Plan, LeverageSource LLC, an
affiliate of Apollo Management VII L.P.; AI LBI Investment LLC,
an affiliate of Access Industries; and Ares Corporate
Opportunities Fund III, L.P., as the Rights Offering Sponsors,
have entered into an Equity Commitment Agreement with New Topco,
LBI and certain debtors.

Pursuant to the Equity Commitment Agreement, New Topco has agreed
to sell up to 263,901,979 Class B Shares of which 240,339,302
shares, representing $2.55 billion will be offered in the Rights
Offering and 23,562,677 additional shares, representing
$250 million -- Backstop Consideration Shares -- will be purchased
by the Rights Offering Sponsors, in each case at a Subscription
Purchase Price per Class B Share of $10.61.  On the Effective
Date, the Rights Offering Sponsors will also purchase any
Unsubscribed Shares and Excluded Shares at a price Class B Share
of $10.61.

Pursuant to the Equity Commitment Agreement, the Backstop
Consideration Shares, the Unsubscribed Shares and the Excluded
Shares, if any, will be allocated among the Rights Offering
Sponsors:

  Investors                 Apollo          Ares         Access
  ---------                 ------          ----         ------
Total Commitment     $1,518,398,134 $475,682,849   $805,919,017
BCS Sharing
Percentage for Fees and
Backstop Consideration
Shares                       51.60%       16.16%         32.24%
Tranche 1 Commitment $1,289,963,134 $404,117,849   $805,919,017
Tranche 1 Sharing
Percentage                  42.573%      14.854%        42.573%
Tranche 2 Commitment   $228,435,000  $71,565,000             $0
Tranche 2 Sharing
Percentage                  76.145%      23.855%           0.0%

The allocation is subject to certain adjustments if holders of
claims other than Class 4 receive Rights or if any Rights
Offering Sponsor acquires additional claims, as set forth in the
Equity Commitment Agreement.  Moreover, the Equity Commitment
Agreement is terminable if the Rights Offering is not consummated
by June 3, 2010, and upon certain other events.  If terminated,
the Rights Offering Sponsors will have no further options under
the Equity Commitment Agreement.

The Debtors expect to file a motion to approve the Equity
Commitment Agreement no later than December 18, 2009.

Subject to approval of the Equity Commitment Agreement by the
Bankruptcy Court, unless the Equity Commitment Agreement has been
previously terminated, the Debtors will pay to the Rights
Offering Sponsors a transaction fee of $69,750,000 on the
Effective Date, payable pursuant to the Equity Commitment
Agreement.  The Rights Offering Sponsors will receive
reimbursement of the Rights Offering fees and expenses.  In
certain circumstances, the Rights Offering Sponsors will be
entitled to a termination fee in accordance with the Equity
Commitment Agreement.

Under the Equity Commitment Agreement, the consent of the Rights
Offering Sponsors is required with respect to certain events,
including certain changes to the Plan proposed to be made by the
Debtors or the Debtors taking certain specified actions outside
the ordinary course of business.  The obligations of the Rights
Offering Sponsors are subject to the satisfaction or waiver of
specified closing conditions, including entry of the confirmation
order in form reasonably satisfactory to the Rights Offering
Sponsors, the conditions to effectiveness of the Plan having been
satisfied or waived in accordance with the Plan, the receipt of
required regulatory approvals and the termination of required
regulatory waiting periods, the consummation of the Debtors exit
financing and, no event including any court order with respect to
a non-Debtor entity, having occurred since June 30, 2009, that
has, or in the aggregate, a material adverse effect on New Topco
and LyondellBasell Industries AF S.C.A. and its subsidiaries.

Moreover, pursuant to the Equity Commitment Agreement, each
eligible holder as of the Subscription Rights Record Date will be
granted non-transferable Subscription Rights to purchase up to
that holder's Rights Offering Pro Rata Share of 240,339,302 Class
B Shares at the subscription price of $10.61 per share.

                    Restructuring Transactions

Mr. Palmer notes that the First Amended Plan not only
rationalizes the Debtors' balance sheet, it also incorporates a
restructuring that accomplishes two goals:

  (i) structuring the postpetition enterprise in a way to
      maximize tax, reporting, and systems efficiencies; allow
      for tradable equity; and simplify the corporate structure;
      and

(ii) eliminating the impact of guarantees issued by non-filing
      European entities by discharging obligations of European
      entities with respect to the Bridge Loan Agreement and
      2015 Notes.

After the Effective Date, LyondellBasell will have this
simplified organizational structure:

                             Creditors
                         New Shareholders
                          New Topco N.V.

Moreover, in full and complete satisfaction, settlement and
release of their Claims against Obligor Non-Debtors, and pursuant
to distributions in connection with the Global Restructuring and
pursuant to the First Amended Plan, holders of Senior Secured
Facility Claims will receive 100% of the Class A Shares allocable
to the value of LBIAF and LBIH and any of their direct and
indirect subsidiaries.

On the Effective Date, these transactions will be effectuated:

* New Topco and LyondellBasell Holdings B.V. are formed outside
  the existing corporate structure of LyondellBasell.  Each
  entity may be formed prior to the Effective Date.

* LBIH distributes its single share of LBI to non-Debtor Basell
  Funding S.a.r.l.

* LBI will transfer its Claims against Obligor Non-Debtors
  Basell Funding Company B.V. and LBIH to the holders of Senior
  Secured Claims.  The holders of Senior Secured Claims and
  Bridge Loan Claims will transfer their claims against the
  Obligor Non-Debtors and Basell Germany to LBHBV in exchange
  for all of the outstanding stock of LBHBV.  The holders of
  Senior Secured Claims will transfer all of the stock of LBHBV
  to New Topco in exchange for Class A Shares and any other
  consideration they are to receive under the Plan other than
  Subscription Rights.

* The security agent under the Intercreditor Agreement will sell
  the stock of LBIH to LBHBV for a nominal amount of cash for
  EUR10 in Cash.  All guarantee claims and liens against Obligor
  Non-Debtors under the 2015 Notes Indenture and the Bridge Loan
  Agreement will be released pursuant to the Enforcement Action.

* LBFC may assign a portion of the LCC/LBFC Intercompany Note to
  New Topco in consideration for cash and a portion of the New
  Class A Shares.  New Topco will transfer the remaining Class A
  Shares on account of Claims against the U.S. Debtors to LBFC
  as a capital contribution.  LBFC in turn will transfer Class A
  Shares to each entity that is an obligor with respect to these
  Claims in proportion to the outstanding debt issued, and these
  obligors will immediately distribute the Class A Shares to the
  applicable holders of Claims.  The value of Class A Shares
  distributed to the holders of Claims against the U.S. Debtors
  will be equal to the net value of the U.S. Debtors.

* LBFC will contribute as capital to Lyondell Chemical the
  remainder of the LCC/LBFC Intercompany Note.

* Pursuant to the First Amended Plan, LBIAF, BF SARL and LBAFGP
  will be liquidated.

                       North American Restructuring

The North American Restructuring, among others:

(a) simplifies the overall corporate structure,

(b) simplifies financial and tax reporting,

(c) addresses numerous tax basis/reporting/consolidation
     issues,

(d) better matches business reporting with legal structure and
     applicable financial reporting systems, and

(e) concentrates accounts receivable and inventory into fewer
     legal entities, simplifying and concentrating pools of
     assets and, thus, facilitating cash management and
     securitization transactions.

The transactions constituting the North American Restructuring
will be effectuated substantially contemporaneously with or prior
to the Effective Date:

* New F&F Holdco, New Acetyls Holdco and New Equistar Holdco
  will be formed as wholly owned subsidiaries of Reorganized
  Lyondell Chemical Company.  New F&F Op Co., New Acetyls Op
  Co., and New Equistar GP Holdco will be formed as wholly owned
  subsidiaries of New F&F Holdco, New Acetyls Holdco, and New
  Equistar Holdco.

* Lyondell Chemical will transfer all of its membership interest
  in New Acetyls Holdco to LBFC.

* Each of Millennium Worldwide Holdings I, Inc., Millennium
  America Holdings Inc. and Millennium America Inc. will be
  converted into a limited liability company.

* Baselltech USA Inc. will merge into Basell North America Inc.

* Lyondell Houston Refinery, Inc. will merge into Lyondell
  Refining I, LLC.

* Lyondell Chemical will contribute its equity interests in
  Lyondell Refining I, LLC to Lyondell Refining Company LLC.

* MCI will contribute certain intellectual property that pertain
  to the Acetyls Business to MPI.

* Lyondell Bayport, LLC and Basell Impact Holding Company will
  merge into Equistar Bayport, LLC.

* Lyondell General Methanol Company and Lyondell-Equistar
  Holdings Partners will merge into Equistar Chemicals, LP.

* LyondellBasell Advanced Polyolefins USA Inc. and Basell
  Capital Corporation will merge into Basell USA Inc.

* Basell USA Inc. will cancel its stock and then merge into
  Equistar Chemicals, LP.

* Basell Finance USA Inc., Nell Acquisition (US) LLC, LBIH LLC
  and LBI Acquisition LLC will merge into LBFC.

* The Fragrance and Flavors Business unit of Schedule III Debtor
  MSC will be transferred to New F&F for its reorganization
  enterprise value, payable in Class A Shares.  The Acetyls
  Business unit of Schedule III Debtor MPI will be transferred
  to New Acetyls for its reorganization enterprise value,
  payable in Class A Shares.

* New Acetyls Holdco will purchase and acquire from Millennium
  Petrochemicals GP LLC and Millennium Petrochemicals Partners
  LP, and the Millennium Partners will sell to New Acetyls
  Holdco, all of the Millennium Partners' partnership interest
  in Equistar for (i) $1.00 to each of the Millennium Partners
  and (ii) assumption of $350 million of MPI's indemnification
  obligation on postpetition accounts payable of Equistar.

* LBFC will transfer all of its membership interest in New
  Acetyls Holdco to Lyondell Chemical.

* MPI will be converted into a limited liability company.

* Certain Debtors will contribute to a Environmental Custodial
  Trust certain real property, a list of which is available for
  free at: http://bankrupt.com/misc/Lyondell_TransRealProp.pdf

* Equistar Chemicals, LP. will transfer its equity interest in
  Quantum Pipeline Company, Equistar Polypropylene, LLC,
  Equistar Transportation Company, LLC, and Equistar Funding
  Corporation to MCI.

* Equistar Chemicals, LP will cancel all of its partnership
  interests and will issue new general partnership interests to
  New Equistar GP Holdco and new limited partnership interests
  to New Equistar Holdco. For the avoidance of doubt, Equistar
  Chemicals, LP will not issue any new partnership interests to
  New Acetyls Holdco, Millennium Petrochemicals GP LLC or
  Millennium Petrochemicals Partners, LP.

* Lyondell LP3 GP, LLC, Lyondell LP3 Partners, LP, Lyondell LP4
  Inc., Lyondell Petrochemical L.P. Inc., and Lyondell (Pelican)
  Petrochemical L.P.1, Inc. will merge into New Equistar Holdco.

* Each of Millennium Worldwide Holdings I, Inc., Penn Navigation
  Company, Penn Export Company, Inc., Penn Shipping Company
  Inc., Penntrans Company and USI Credit Corp will conduct a
  reverse equity split so that its authorized equity interests
  are reduced to 100 shares or membership units, as applicable.

* Lyondell Chemical will transfer its Equity Interests in MCI
  to a Millennium Custodial Trust.

* Lyondell Chemical Nederland, Ltd., Lyondell Chemical
  Wilmington, Inc., Lyondell Intermediate Holding Company and
  Lyondell Receivables I, LLC will be liquidated.

In addition, on or as of the Effective Date, the Debtors, in
consultation with the Ad Hoc Group and Rights Offering Sponsors,
may:

-- cause any or all of the Debtors to be merged into one or more
    of the Debtors or be dissolved;

-- cause any or all of the Schedule III Debtors to be merged
    into one or more of the Schedule III Debtors or be dissolved;

-- cause the transfer of assets between or among the Debtors or
    among the Schedule III Debtors, or

-- subject to any approval rights the Rights Offering
    Sponsors may have pursuant to the Equity Commitment Agreement
    with respect to that action, engage in any other transaction
    or disclosure in furtherance of the Plan.

Any transaction will be effective as of the Effective Date
pursuant to the Confirmation Order without any further action by
the stockholders or directors of any of the Debtors or the
Reorganized Debtors, or any other person.  The effectuating
documents of any transaction with a value in excess of
$90 million will be in form and substance reasonably satisfactory
to the Ad Hoc Group and the Rights Offering Sponsors.

A list of the Schedule III Debtors is available for free at:

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

In connection with the North American Restructuring, two separate
trusts will be formed:

  (i) the Millennium Custodial Trust, a Delaware statutory
      trust, will be formed to resolve the claims against, and
      liquidate the assets of, the Schedule III Debtors; and

(ii) the Environmental Custodial Trust, will be formed to own,
      administer, remediate as necessary, and transfer title to
      effect the disposition of, the Transferred Real Properties
      in accordance with a settlement agreement with and for the
      benefit of certain governmental environmental agencies.

The trust assets of the Millennium Custodial Trust will be the
Equity Interests in MCI and the wind-up funds that the
Reorganizing Debtors will contribute to the Millennium Custodial
Trust in an amount to be determined, which when aggregated with
the amount that the Reorganized Debtors will contribute to the
clean-up funds, will not exceed $250 million.  In light of
Lyondell Chemical's transfer of its Equity Interests in MCI to
the Millennium Custodial Trust, MCI's direct and indirect
subsidiaries, including but not limited to the Former Equistar
Subsidiaries will be transferred to the Millennium Custodial
Trust, and the Schedule III Debtors will be legally separated
from the Reorganized Debtors.

Thus, on the Effective Date, the Reorganized Debtors will have no
further duties, responsibilities, liabilities, or obligations on
account of the Schedule III Debtors.  The holders of Allowed
Claims against MCI will receive all of the beneficial
trust interests in the Millennium Custodial Trust, which will
entitle each holder to its Pro Rata Share of recoveries with
respect to the Millennium Trust Assets, including any recovery by
MCI from its direct and indirect ownership of the MCI
Subsidiaries.

On the Effective Date, the Debtors will contribute to the
Environmental Custodial Trust, the Transferred Real Properties.
Accordingly, on the Effective Date, the Reorganized Debtors will
have no further duties, responsibilities, liabilities, or
obligations on account of the Transferred Real Properties.

The Transferred Real Properties are, generally, environmentally
contaminated and the subject of current or expected clean-up
obligations.

The United States Environmental Protection Agency and the
applicable environmental agencies of the states in which
the Transferred Real Properties are located will hold all of the
beneficial interests in the Environmental Custodial Trust, which
will entitle the Environmental Trust Beneficiaries to their share
of the recoveries with respect to the Environmental Trust Assets
in accordance with the Environmental Custodial Trust Agreement.
Although the Debtors do not expect that there will be any
recovery by the Environmental Trust Beneficiaries following the
remediation and disposition of the Transferred Real Properties,
any excess funds in the Environmental Custodial Trust following
the disposition of all Transferred Real Properties will, after
the payment or making of reasonable provision for payment of all
claims and obligations of the Environmental Custodial Trust in
accordance with applicable law, be disbursed to the federal and
state accounts as the Environmental Trust Beneficiaries
designate.

                         Exit Facility

On or before the Effective Date, Reorganized LyondellBasell will
enter into an Exit Facility.  The terms and conditions of the
Exit Facility will be set forth in a Plan Supplement to be filed
with the Court.

                Conditions Precedent to Occurrence
                   of the Plan Effective Date

The First Amended Plan specifies these conditions precedent to
the occurrence of the Effective Date of the First Amended Plan:

(1) The Bankruptcy Court will have entered the Confirmation
     Order, in form and substance reasonably satisfactory to the
     Ad Hoc Group, which will approve the Plan on substantially
     the same terms and conditions set forth in the First Amended
     Plan;

(2) The First Amended Plan approved by the Bankruptcy Court
     pursuant to the Confirmation Order will be in form and
     substance reasonably satisfactory to the Debtors and the Ad
     Hoc Group;

(3) No stay of the Confirmation Order will be in effect at the
     time the other conditions set forth in the First Amended
     Plan are satisfied or waived;

(4) All documents, instruments and agreements provided for
     under, or necessary to implement, the First Amended Plan
     will have been executed and delivered by the parties
     in form and substance satisfactory to each of the Debtors,
     unless that execution or delivery has been waived by the
     parties benefited and all these documents, Instruments and
     agreements will be effective on the Effective Date;

(5) All of the payments to be made by the Debtors by or on the
     Effective Date will have been made or will be made on the
     Effective Date;

(6) The Debtors or the Reorganized Debtors, as applicable, will
     have entered into an Exit Facility providing for $[____] of
     financing, and all conditions precedent to funding under
     the Exit Facility will have been satisfied or waived;

(7) The Debtors will have raised $2.8 billion in cash pursuant
     to the Rights Offering net of any fees and expenses to be
     paid pursuant to the Rights Offering and a private sale,
     which means the 23,562,677 Backstop Consideration Shares
     purchased directly by the Rights Offering Sponsors;

(8) The Debtors or the Reorganized Debtors, as applicable, will
     have obtained all governmental and other regulatory
     approvals or rulings that may be necessary for consummation
     of the Plan or that are required by law, regulation or
     order;

(9) The Debtors will have sold the appropriate amount of Class B
     Shares to the Rights Offering Sponsors in accordance with
     the Equity Commitment Agreement, and will have paid the
     Rights Offering Fees and Expenses, in full in Cash, without
     the need for any of the members of the Ad Hoc Group or the
     Rights Offering Sponsors to file fee applications with the
     Bankruptcy Court unless required by order of the Bankruptcy
     Court; and

(10) The Lender Litigation Settlement will have been approved by
     a final order of the Bankruptcy Court, in form and substance
     reasonably satisfactory to the Debtors, the Ad Hoc Group and
     the Bridge Lenders.

                 Financial Disclosures under the Plan

Moreover, the Debtors discussed in the First Amended Plan (i)
their liquidation analysis, (ii) reorganization valuation
analysis, and (iii) financial projections.

Based on the Debtors' preliminary liquidation analysis, the
Debtors believe that in the event of a Chapter 7 liquidation of
the Debtors:

   (i) holders of DIP Roll-Up Claims would likely receive
       approximately 40% on account of their claims;

  (ii) holders of Senior Secured Claims would likely receive
       approximately 13% on account of their claims;

(iii) holders of Bridge Loan Claims, General Unsecured Claims
       Against the Obligor Debtors and 2015 Notes Claims would
       likely receive approximately 0% on account of their claims;

  (iv) holders of General Unsecured Claims Against Non-Obligor
       Debtors likely would receive approximately 0% to 100% on
       account of their claims; and

   (v) holders of General Unsecured Claims Against Schedule III
       Debtors likely would receive approximately 0% to 0.3% on
       account of their claims.

In contrast, the First Amended Plan provides for:

   (i) holders of DIP Roll-Up Claims to receive 100% on account of
       their claims;

  (ii) holders of Senior Secured Claims to receive [__]% on
       account of their claims;

(iii) holders of Bridge Loan Claims to receive 6.3% on account of
       their claims;

  (iv) holders of General Unsecured Claims Against Obligor Debtors
       to receive 10.7% on account of their claims;

   (v) holders of General Unsecured Claims Against Non-Obligor
       Debtors to receive 0% to 100% on account of their claims;

  (vi) holders of General Unsecured Claims Against Schedule III
       Debtors to receive 0% to 100% on account of their claims;
       and

(vii) holders of 2015 Notes Claims to receive 0% or 10.7% on
       account of their claims.

A full-text copy of the Liquidation Analysis is available for
free at:

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

Evercore Group L.L.C. has performed an analysis of the estimated
reorganization enterprise values of LyondellBasell,
LyondellBasell's U.S. businesses, LyondellBasell's non-U.S.
businesses, the F&F Business, and the Acetyls Business.

Upon review, Evercore estimates the total reorganization
enterprise value for consolidated LyondellBasell at approximately
$13.50 billion to $15.50 billion.

Evercore estimates that New Topco's implied total
reorganization equity value will range from $7.97 billion to
$9.97 billion, with a midpoint of $8.97 billion.  After deducting
a range of estimated reorganization value for the New Warrants of
approximately $67 million to $96 million with a midpoint of
$82 million, Evercore estimates that the implied reorganization
equity value will range from $7.90 billion to $9.87 billion, with
a midpoint of $8.88 billion.  The implied reorganization equity
value assumes that the Effective Date has occurred and that the
$2.55 billion Rights Offering and the $250 million Private Sale
have been consummated.

After taking into account the issuance of New Common Stock in
connection with the $2.55 billion Rights Offering and the
$250 million Private Sale, each Purchase Price, Evercore estimates
the potential per share price based on the implied reorganization
equity value will range (i) from $14.01 to $17.51, with a midpoint
of $15.76.

The First Amended Plan provides for the distribution of up to
563.9 million shares of New Common Stock pursuant to the Plan,
the Private Sale, and the Rights Offering.   A table summarizing
the TEV ranges for the Valued Entities is available for free at:

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

Moreover, the Debtors disclosed their estimates of the future
performance of the Reorganized Debtors and non-Debtors on an
aggregate basis, for the next five years, and the 10 years
thereafter.  A full-text copy of the Projections is available for
free at:

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

                         Other Disclosures

The Debtors' First Amended Plan also apprises the Court of the
recent events in their Chapter 11 cases.

Among others, the Debtors disclose that Equistar Chemicals LP and
the United Steelworkers Union are parties to a collective
bargaining agreement effective through May 31, 2011, governing
the facility in Beaumont, Texas.  All employees covered by the
agreement were laid-off in April 2006, and there is currently a
dispute as to whether Equistar Chemicals LP must arbitrate a
grievance seeking severance benefits for the employees.  The
union filed a lawsuit in Bankruptcy Court to compel Equistar to
arbitrate the grievance and Equistar filed a motion to
dismiss.  The Bankruptcy Court directed the parties to engage in
settlement discussions; non-binding mediation may be ordered.  If
neither approach produces a resolution, the Court will rule on
Equistar's motion.

Moreover, LyondellBasell has identified certain past activities
related to a proposed joint venture that may raise compliance
issues under U.S. law.  It has engaged outside counsel to
investigate these activities, under the oversight of a special
committee established by the Supervisory Board, and evaluate
internal compliance, policies and procedures.  LyondellBasell
made a voluntary disclosure of these matters to the U.S.
Department of Justice and is cooperating fully with that agency.
LyondellBasell cannot predict the ultimate outcome of this matter
at this time, nor can it reasonably estimate any potential
penalty, if any.  However, based on the facts currently known,
LyondellBasell does not believe that these matters will have a
material adverse effect on its financial condition, results of
operations or cash flow.

Mr. Palmer further disclosed that on November 15, 2009, the
Debtors received an unsolicited preliminary non-binding offer
from Reliance Industries Limited to acquire for cash a
controlling interest in the Reorganized Debtors contemporaneously
with the Reorganized Debtors' emergence from Chapter 11.
LyondellBasell and its advisors continue to evaluate this
proposal and to discuss this proposal with the relevant
constituencies.  Should the Debtors choose to pursue a
transaction with this company, the payment of any break-up fee to
the Rights Offering Sponsors described in connection with the
Rights Offering, among other things, will not be required.

A full-text copy of the First Amended Plan is available for free
at http://bankrupt.com/misc/Lyondell_FirstAmPlan.pdf

A full-text copy of the First Amended Disclosure Statement is
available for free at:

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

A blacklined version of the First Amended Plan is available for
free at:

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

A blacklined version of the First Amended Disclosure Statement is
available for free at:

   http://bankrupt.com/misc/Lyondell_Dec11DS_blacklined.pdf

                Reliance to Consider Final Bid Today,
               Judge to Hear Objections to Settlement

Reliance Industries will consider on submitting a final bid for
LyondellBasell today, CNBC-TV18 reported, citing sources privy to
the matter.  CNBC, as informed by the sources, said that Reliance
is concerned of LyondellBasell's high debt, which has an interest
rate of 12%.

In related news, Judge Gerber will consider any objections to the
Lender Litigation Settlement in February 2010, Reuters disclosed
in a December 14, 2009 report.

In a hearing held December 11, 2009, Edward Weisfelner, Esq.,
counsel to the Committee, told the Court that the Debtors should
not be given authority to settle the Committee Action "out from
under us," Reuters noted.  As previously reported, the Committee
does not support the Lender Litigation Settlement.

Thus, Judge Gerber ruled during the December 11, 2009 hearing
that Lyondell's creditors could seek documents to determine
whether the Lender Litigation Settlement was "collusive," Reuters
added.

                      About Lyondell Chemical

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

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

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

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

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

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


LYONDELL CHEMICAL: Committee Objects to Exclusivity Extension
-------------------------------------------------------------
Lyondell Chemical Co. and its units have asked the Court to extend
the period within which they may solicit acceptances of a plan of
reorganization from December 15, 2009, to September 6, 2010.

While Lyondell has filed a Chapter 11 plan, it notes that the
unresolved litigation brought by the Official Committee of
Unsecured Creditors against the Debtors' prepetition lenders and
directors stands in the way of concluding the necessary
prerequisites to the Debtors' successful exit from Chapter 11

                       Committee Objects

The Official Committee of Unsecured Creditors complains that the
Debtors have offered no justification for a 265-day extension of
the exclusive period during which they may solicit acceptances of
a plan of reorganization.  Instead, the Debtors asserted that the
delay in their Chapter 11 cases is the direct result of the
action commenced by the Committee against the Debtors'
prepetition lenders and directors, Edward S. Weisfelner, Esq., at
Brown Rudnick LLP, in New York, points out.

However, the fault lies with the Ad Hoc Group of Senior Secured
Lenders that has threatened to block confirmation of any plan
that would allow the Debtors to exit bankruptcy while the
Committee Action remained pending against them, Mr. Weisfelner
argues.  The Ad Hoc Group's purpose has been to pressure the
Debtors to settle the Committee's claims against the Financing
Party Defendants regardless of the Committee's lack of consent,
he stresses.  The Debtors have given in to this pressure and the
result is a Lender Litigation Settlement set forth in the
Debtors' First Amended Joint Plan of Reorganization, he says.

Mr. Weisfelner points out that the Debtors' Chapter 11 cases are
faced with many significant uncertainties.  Among others, it is
uncertain whether the Court will find that it can approve the
proposed Settlement.  He says it is also uncertain whether
Reliance Industries Limited will commit to its superior proposal
to purchase or invest in the Debtors to enable their
reorganization.  Moreover, it is uncertain whether the Debtors
will appropriately encourage these strategic investors given
that, among the Rights Offering Sponsors under the First Amended
Plan, Apollo Management VII L.P. and Ares Corporate Opportunities
Fund III, L.P., purport to be able to block confirmation of any
plan and the other sponsor, Access Industries is the owner of the
Debtors, he notes.

Against this backdrop, the Committee asks the Court to deny the
Debtors' Exclusivity Motion.  However, if the Court extends the
Exclusive Periods, the Committee asks the Court to modify the
exclusivity so that if the Court does not approve the Settlement,
only the Committee will have the sole right to file and prosecute
a plan with a full litigation reserve and to partner, as
applicable, with a strategic investor like Reliance.

In a related request, the Committee sought and obtained the
Court's authority to file its objection and accompanying
documents partially under seal, citing that the accompanying
documents have been designated highly confidential pursuant to an
agreement of confidentiality between the Debtors and the
Committee.

In response to the Committee, the Debtors sought the Court's
authority to file under seal their reply to the Committee's
Objection.  Andrew M. Troop, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, explained that the Response discloses
highly sensitive and confidential information related to a
particular bidder interested in acquiring equity in the Debtors,
which information is subject to an existing non-disclosure
agreement.

The Response, which is filed under seal, cited the substance of
Jack F. Williams, the appointed Examiner in the Debtors' Chapter
11 cases' Report, which has not been made public, Mr. Troop said.

In another request, Citibank, N.A.; Citibank International plc;
Citigroup Global Markets Inc.; Deutsche Bank Trust Company
Americas; Merrill Lynch, Merrill Capital Corporation; ABN AMRO
Inc.; ABN AMRO Bank N.V.; UBS Securities, LLC; LeverageSource III
S.a.r.l.; and the Ad Hoc Group of Senior Secured Lenders composed
of (i) ABN AMRO Bank, N.V., (ii) Ares Management, (iii) Bank of
Scotland Plc, (iv) DZ Bank AG, Deutsche Zentral
Genossenschaftsbank, (v) Kohlberg Kravis Roberts & Co. (Fixed
Income) LLC, (vi) LeverageSource III S.a.r.l., and (vii) UBS AG,
collectively known as Financing Party Defendants, sought and
obtained the Court's permission to file under seal their response
to the Committee's Objection.

The Financing Party Defendants noted that their Response
referenced the substance of the Examiner's Report.  The Financing
Party Defendants added that they intend to provide a copy of the
Response to the Committee and the Debtors.

                     Court Enters Bridge Order

In a bridge order entered on December 14, 2009, Judge Gerber
extended the Debtors' Exclusive Solicitation Period from
December 15, 2009, to January 12, 2010, or to a date on which the
Court rules on the Exclusivity Motion on its merit.

Similarly, Judge Gerber adjourned hearing on the Exclusivity
Motion from December 15, 2009, to January 12, 2010.

                      About Lyondell Chemical

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

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

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

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

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

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


LYONDELL CHEMICAL: Treatment of Claims Under Amended Plan
---------------------------------------------------------
The First Amended Joint Chapter 11 Plan of Reorganization
proposed by Lyondell Chemical Company and its debtor affiliates
amends designation and aggregate claim amounts of various claims
and interests asserted against the Debtors:

                                        Estimated  Estimated
Class/Designation     Treatment          Recovery   Claim Amt
-----------------     ---------          ---------  ------------
-- Administrative     Paid in full,         100%     $311 mil. -
   Expenses           in cash.                       $391 mil

-- DIP New Money      Paid in full,         100%     $2.2 bil. -
   Claims and DIP     in cash.                       $4.9 bil.
   ABL Claims

-- Priority Tax       Paid in full,         100%      $14 mil. -
   Claims             in cash.                        $23 mil.

1 Priority Non-Tax   Paid in full,          100%     $0.4 mil. -
  Claims             in cash.                          $2 mil.

2 Secured Tax        Paid in full,          100%      $10 mil. -
  Claims             in cash.                         $12 mil.

3 DIP Roll-Up        Pro rata share         100%    $3.25 bil.
  Claims             of the New Third
                     Lien Notes.

4 Senior Secured     Pro rata share   Recovery %    $9.51 bil.
  Claims             of 100% of       depends on
                     the Class A      valuation
                     Shares; Right to
                     purchase that
                     holder's Rights
                     Offering Pro Rata
                     Share of Class B
                     Shares; and an
                     Allowed Claim in
                     in Class 7-C up to
                     $8.96 billion
                     against Millennium
                     US Op Co, LLC,
                     Millennium Specialty
                     Chemicals Inc., and
                     Millennium Petrochemicals,
                     Inc.

5 Bridge Loan        Allowed Claim in       6.3%   $8.297 bil.
  Claims             Class 7-C against
                     MPCO, MPI and MSC;
                     Pro Rata Share of
                     26,785,344 Class A
                     Shares; and Pro
                     Rata Share of New
                     Warrants.

6 Other Secured      Will be                100%     $256 mil. -
  Claims             reinstated or                   $262 mil.
                     Rendered unimpaired;
                     or will be paid
                     (i) in the ordinary
                     course, or (ii)
                     by transfer
                     of the collateral.

7-A General Unsecured Pro Rata Share of      10.7%    $944 mil. -
   Claims against    totaling $300 million,         $1.22 bil.
   Obligor Debtors   less an amount of cash
                     Distributed to Allowed
                     Class 8 Claims; and
                     Pro Rata Share of the
                     Litigation Trust, less
                     the amount distributed
                     to Allowed Class 8 Claims.

7-B General           Pro Rata Share of     0-100%     $8 mil -
   Unsecured         Cash                             $9 mil.
   Claims against
   Non-Obligor
   Debtors

7-C General            Pro Rata Share       0-100%    $1.15 bil.-
   Unsecured          of recoveries                  $1.78 mil.
   Claims against     to the assets of               plus Senior
   Schedule III       Millennium Custodial           Secured
   Debtors            Trust                          Lender and
                                                     Bridge
                                                     Lender
                                                     general
                                                     unsecured
                                                     claims
                                                     against
                                                     MPI, MSC
                                                     and MPCO

8 2015 Notes         Depends on           0-10.7%   $1.35 bil.
  Claims             acceptance         plus any
                     or rejection       recovery
                     of Class 8         from the
                     holders to         Litigation
                     the Plan           Trust

9 Securities         Will not receive       n/a            $0
  Claims             any interest
                     under the Plan.

10 Subordinated       Will not receive       n/a            $0
  Claims             any interest under
                     the Plan.

11 Equity             Will be cancelled.     n/a            $0
   Interests in
   LyondellBasell
   Finance Company

12 Equity             No distribution        n/a            $0
   Interests in       will be made.
   LyondellBasell
   Industries AF GP
   S.a.r.l.

13 Equity             No distribution        n/a            $0
   Interests          will be made unless
   in Schedule III    all creditors have
   Debtors            been paid.

14 Equity             Will either be         n/a            $0
   Interests in       unaffected by the
   Debtors other      Plan; or will be
   than LBFC, LBIAF   cancelled and new
   and Schedule III   equity will be issued.
   Debtors

A list of subclasses of Class 7-B is available for free at:

    http://bankrupt.com/misc/Lyondell_7BSubclasses.pdf

A list of subclasses of Class 7-C is available for free at:

   http://bankrupt.com/misc/Lyondell_7CSubclasses.pdf

A schedule summarizing estimated recovery percentages for each
Non-Obligor Debtor is available for free at:

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

A schedule summarizing estimated recovery percentages of
unsecured claims for each Schedule III Debtor is available for
free at:

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

The Administrative Expenses, DIP New Money Claims and
DIP ABL Claims, and Priority Tax Claims have no voting status.

Under the First Amended Plan, Classes 3, 4, 5, 7-A, 7-C and 8 are
each an impaired class and, are entitled to vote or reject the
Plan.

Classes 1, 2, 6, 14 and certain of the subclasses in Classes 7-B
under the First Amended Plan are not an impaired class; are
conclusively presumed to have accepted the First Amended Plan;
and are not entitled to vote to accept or reject the First
Amended Plan.

Classes 9, 10, 11, 12, and 13 under the First Amended Plan are
impaired; deemed to have rejected the Plan; and not entitled to
vote to accept or reject the First Amended Plan.

Moreover, only eligible holders of claims or equity interests as
of the date of the order approving the Disclosure Statement are
entitled to vote to accept or reject the First Amended Plan.
Only Eligible Holders who are holders of record as of the record
date have been sent a subscription form.

With respect to DIP New Money Claim and DIP ABL Claims, the
Reorganized Debtors will pay, on the Effective Date, in full and
complete satisfaction and release of that claim, in cash.
Moreover, the Debtors estimate that, as of the Effective Date,
(i) the DIP New Money Claim will be approximately $2.167
billion; and (ii) the DIP ABL Claim will be $875 million.

Holders of claims under Class 7-A will receive on the Effective
Date either (i) Pro Rata Share of Cash totaling $300 million,
less an amount of Cash distributed to holders of Allowed Class 8
Claims on a pro rata basis as if the amount of that claimant's
Allowed Class 8 Claims were included in Class 7-A, and (ii) its
Pro Rata of the Litigation Trust, less the amount distributed to
holders of Allowed 8 Claims on a pro rata basis as if the amount
of that claimant's Allowed Class 8 Claims were included in Class
7-A.

Holders of Class 7-B claims will recover either 100% of their
Claims or 0% of their Claims, as the case may be.  Holders of
Allowed General Unsecured Claims that will recover 100% of their
Claims will be deemed to accept the First Amended Plan.  Holders
of Allowed General Unsecured Claims that will recover 0% of their
Claims will be deemed reject the First Amended Plan.

A holder of Class 7-C claims will receive, in full and complete
satisfaction of its Allowed Claim, beneficial trust interests in
the Millennium Custodial Trust, which will entitle that holder to
its Pro Rata Share of recoveries with respect to the assets of
the Millennium Custodial Trust.

If holders of Class 8 claims vote to accept the First Amended
Plan, the Debtors, as assignees as of the Effective Date of the
rights and remedies of the Senior Secured Lenders and Bridge
Lenders under the Intercreditor Agreement, will waive the
contractual subordination and turnover provisions of the
Intercreditor Agreement so that holders of Allowed 2015 Note
Claims will receive on the Effective Date, and subject to
dismissal of the adversary proceeding commenced by Lyondell
Chemical Company against Wilmington Trust Company, as trustee of
the 2015 Notes, in full and complete satisfaction for Allowed
Claims, their Pro Rata Share as holders of Class 7-A Claims.  In
addition, that vote will be deemed a direction to the 2015 Notes
Trustee to dismiss with prejudice the 2015 Adversary Proceeding.
If Class 8 rejects the Plan, or the 2015 Note Adversary
Proceeding will not be dismissed with prejudice, holders of
Allowed 2015 Notes Claims will not receive any distribution under
the Plan by reason of enforcement by the Debtors of the
subordination and turnover provisions of the Intercreditor
Agreement and the recovery of the holders of 2015 Notes Claims as
holders of Claims in Class 7-A will be deemed turned over to the
Reorganized Debtors.

As of December 31, 2009, the Debtors expect that they will
have paid the various retained professionals, including the
Debtors' professionals and the Official Committee of Unsecured
Creditors' professionals, an aggregate of approximately
$130 million since the Petition Date and certain lenders'
professionals, pursuant to the Final DIP Financing Order and DIP
Term Loan Agreement, an aggregate of approximately $180 million.
Assuming confirmation of the Plan on or around March 1, 2010, the
Debtors estimate that various retained professionals will seek
compensation for $227 million in the aggregate, inclusive of
potential success bonuses, and certain lenders' professionals
will seek compensation for $142 million in the aggregate.

All Allowed Priority Tax Claims that are not due and payable
on or before the Effective Date will be paid in the ordinary
course of business by the applicable Debtor as the obligations
become due.

At the election of New Topco, all Equity Interests in a Debtor
held by a Debtor (i) will be unaffected by the Plan, in which
case the entity holding an Equity Interest in the Debtor-
subsidiary will continue to hold the Equity Interest in the
applicable reorganized Debtor-subsidiary following the Effective
Date, (ii) will be cancelled and new equity in the applicable
reorganized Debtor will be issued pursuant to the Plan, or (iii)
will be transferred pursuant to the Plan.  In the case of Equity
Interests in Basell Germany, which are held by LBIH, the
Equity Interests will be unaffected by the Plan and LBIH will
continue to hold the Equity Interest following the
Effective Date.

A schedule of the Claims Classification is available for free at:

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

                      About Lyondell Chemical

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

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

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

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

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

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


MAGNA ENTERTAINMENT: Won't Abandon 50% Share in TrackNet
--------------------------------------------------------
Frank Angst at Thoroughbred Times reports TrackNet Media Group
President Scott Daruty said Magna Entertainment Corp. has no plans
to abandon its 50% share of the company that markets simulcast
signals.

Florida Horsemen's Benevolent and Protective Association Executive
Director Kent Stirling said Magna December 6 would leave TrackNet
in March.  Mr. Stirling said TrackNet agreements required a one-
year notice prior to either partner ending involvement.

Mr. Daruty called assertions that Magna would end its TrackNet
involvement "nonsense."

Formed in March 2007, TrackNet manages racing signal agreements
for its owners, Churchill Downs and Magna, as well as other
tracks.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MARAVILLA CENTER: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Maravilla Center, LLC
        23293 Ventura Blvd
        Woodland Hills, CA 91364

Bankruptcy Case No.: 09-26846

Chapter 11 Petition Date: December 14, 2009

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

Judge: Geraldine Mund

Debtor's Counsel: Ilyse Klavir, Esq.
                  1672 W Avenue J, #207C
                  Lancaster, CA 93534
                  Tel: (661) 339-2969
                  Fax: (661) 952-1902
                  Email: ilyse@klavirlaw.com

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

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

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

             http://bankrupt.com/misc/cacb09-26846.pdf

The petition was signed by Robert Zukerman.


MARTIN ALLEN MCDONALD: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Joint Debtors: Martin Allen Mcdonald, Jr.
               Dawn Kristine Mcdonald
               10472 East Hillery
               Scottsdale, AZ 85255

Bankruptcy Case No.: 09-32291

Chapter 11 Petition Date: December 15, 2009

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

Judge: Robin Riblet

Debtors' Counsel: Karine A. Isayev, Esq.
                  Hymson Goldstein & Pantiliat, PC
                  14646 N. Kierland Blvd., #255
                  Scottsdale, AZ 85254
                  Tel: (480) 991-9077
                  Fax: (480) 443-8854
                  Email: kai@legalcounselors.com

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

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

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

             http://bankrupt.com/misc/azb09-32291.pdf

The petition was signed by the Joint Debtors.


MERISANT WORLDWIDE: Names Julie Wool as Chief Financial Officer
---------------------------------------------------------------
Merisant Worldwide, Inc., disclosed the appointment of Julie Wool
to chief financial officer, effective immediately.  Previously the
function was shared by Wool and Brian Alsvig, who will remain vice
president of finance and report to Wool.

"Julie provides valuable financial expertise to Merisant as the
company seeks to emerge from bankruptcy as early as January 4,
2010, and continue its transformation into a leading consumer
products company," said Paul Block, chairman and chief executive
officer of Merisant.  "We are gratified to promote an internal
candidate who has nearly a decade-long tenure with Merisant and a
deep understanding of the company and its financial systems."

Wool, 38, was named vice president of finance -- controller in
January 2008.  She previously served as the global controller and
treasurer and has held several other positions in the finance
department in her nine years at Merisant, including director,
global accounting and consolidation.  Ms. Wool earned a Bachelor
of Science degree in Accountancy from the University of Illinois
and a Masters of Business Administration degree from Northwestern
University's Kellogg School of Management.  She is also a
certified public accountant.

"In my new role, I look forward to further strengthening
Merisant's finances to position the company as a stronger
competitor in the sweetener marketplace," said Ms. Wool.

                     About Merisant Worldwide

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

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

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


MERISANT WORLDWIDE: Wins Confirmation of Reorganization Plan
------------------------------------------------------------
Merisant Worldwide, Inc. said December 16 it has received
confirmation of its plan of reorganization.  The decision sets the
stage for the company to emerge from bankruptcy as early as
January 8, 2010.

"Merisant's successful restructuring establishes a strong
foundation for the future of the company," said Paul Block,
chairman and chief executive officer of Merisant.  "As a result of
the Plan, Merisant now has a significantly improved capital
structure and liquidity profile.  Over the last several years, the
company has worked diligently to improve the efficiency of our
operations, stabilize our core sweetener businesses and launch
innovative natural sweetener products.  With this Plan, we now
have the right structure in place to execute our strategies.

"I am grateful to our employees for their continued dedication and
to our customers and business partners for their support
throughout this bankruptcy proceeding," said Mr. Block.

Implementation of the Plan will reduce the aggregate principal
amount of Merisant's indebtedness from $567 million to
approximately $147 million, reducing the company's annual cash
interest expense from approximately $36 million to $11 million.
As a result of the restructuring, Wayzata Investment Partners LLC,
through the funds it manages, has become the majority and
controlling shareholder of Merisant Company and its subsidiaries.

Mr. Block added, "Merisant has benefitted from Wayzata's
commitment to our successful restructuring over the past year and
we look forward to working with Wayzata to propel the company's
growth and increase shareholder value."

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

                          Merisant's Plan

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

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

                     About Merisant Worldwide

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

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

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


MIDWAY GAMES: Creditors Go After Dewey & LeBoeuf's Midway Fees
--------------------------------------------------------------
Calling Dewey & LeBoeuf LLP "hopelessly conflicted" in its
interests, unsecured creditors of Midway Games Inc. have strongly
objected to the law firm's effort to collect fees for representing
three of the bankrupt company's former directors in a securities
fraud action the estate brought against them, according to Law360.

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is roughly $49 million,
including the assumption of certain liabilities.  Midway is
disposing of its remaining assets.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.


MULTIPLAN INC: Moody's Assigns 'B1' Rating on $315 Mil. Loan
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$315 million incremental senior secured term loan D of Multiplan,
Inc., and affirmed the B2 Corporate Family Ratings of both
Multiplan and Viant Holdings, Inc.  The proposed issuance is
intended to refinance Viant's existing senior secured credit
facilities in connection with the proposed acquisition of Viant by
Multiplan and to pay related fees and expenses.  Multiplan's
positive outlook and Viant's stable outlook remain unchanged.

On August 3, 2009, Multiplan and Viant announced that they agreed
to the acquisition of Viant by Multiplan.  The transaction
presents potential for economies of scale, cost synergies, and
improved network coverage.  The latter is an important component
of the value proposition offered to an insurer.  Viant's post-
payment businesses help diversify Multiplan's more limited service
offering.  The transaction remains contingent on customary
approvals, including HSR.

The combined company's ratings remain constrained by lack of
organic growth in a mature niche within the health care management
market, the company's relatively limited scale, relatively high
leverage and history of acquisitions.  Continuing uncertainty with
respect to healthcare reform implications on insurers could also
give rise to challenges.  The B2 Corporate Family Rating is
supported by Multiplan's successful integration of prior
acquisitions, financial performance and cash flow generation at
the high end of Moody's expectations in recent quarters, and the
combined company's scale and covered lives, albeit within a niche
market.  The combined company will be the largest independent
Preferred Provider Organization and outsourced cost management
services provider to the managed care industry.  The ratings also
take into account Moody's expectations of significant expense
synergies post-transaction by reducing staffing redundancies in
network development, account management and elsewhere.

Multiplan's positive outlook reflects the benefits of the proposed
transaction and proposed capital structure, strong interest
coverage and cash flow generation for the rating, and Moody's
expectation that free cash flow will continue to improve in
relation to debt, even in an environment where revenues are likely
to be pressured by economic weakness and higher unemployment.

Moody's took these rating actions:

Multiplan, Inc.

* Assigned B1 (LGD3, 33%) to the proposed $315 million incremental
  Senior Secured Term Loan D;

* Affirmed the B2 Corporate Family Rating;

* Affirmed the B2 Probability of Default Rating;

* Affirmed the B1 (LGD3, 33%) rated $50 million senior secured
  revolving credit facility due 2012;

* Affirmed the B1 (LGD3, 33%) rated $559 million Senior Secured
  Term Loan B and Term Loan C due 2013; and

* Affirmed the Caa1 (LGD5, 87%) rated $211 million 10.375% Senior
  Subordinated Notes due 2016.

The outlook for Multiplan's ratings remains positive.

Viant Holdings, Inc.

* Affirmed the Caa1 (LGD5, 87%) rated $185 million 10.125% Senior
  Subordinated Notes due 2017.

Concurrently, these Viant ratings were affirmed, subject to
withdrawal upon completion of the proposed transaction:

* The B2 Corporate Family Rating;

* The B2 Probability of Default Rating;

* The Ba3 (LGD2, 29%) rated $50 million senior secured revolving
  credit facility due 2013;

* The Ba3 (LGD2, 29%) rated $265 million Senior Secured Term Loan
  B due 2014; and

* Viant's stable outlook.

The last rating action on Multiplan was taken on May 11, 2009,
when the outlook was changed to positive.  The last rating action
on Viant was taken on May 24, 2007, when the B2 Corporate Family
Rating was assigned.

Viant Holdings, Inc., is a leading national provider of outsourced
cost management services to the managed care industry.  Viant
offers a broad array of services that are designed to decrease
medical and administrative costs for its customers.  Founded in
1990, Viant currently serves over 650 customers, including large
national and regional managed care companies, third party
administrators, Taft-Hartley sponsored plans and government
agencies such as the Centers for Medicare and Medicaid Services.
Viant's primary service offerings include Preferred Provider
Organization network services, non-network services and post-
payment audit services.  In 2008, Viant processed approximately
22 million medical bills totaling over $50 billion in billed
charges and achieved gross customer savings of approximately
$25 billion.

Multiplan Inc., based in New York, New York, operates principally
in the health care benefits field as a PPO, providing health care
cost management via contract arrangements between health care
providers and insurance carriers, HMO's, third party
administrators and Taft-Hartley benefit funds throughout the
United States.  Fees are generated from discounts provided for
payers that access the company's network.  Multiplan's network
includes 5,000 acute care hospitals, 625,000 practitioners and
115,000 ancillary facilities nationally.


MUZAK HOLDINGS: Wants to Obtain $108.7 Million Exit Financing
-------------------------------------------------------------
Muzak Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authorization
to:

   -- obtain exit financing from General Electric Capital
      Corporation, Silver Point Finance, LLC, and MFC Global
      Investment Management;

   -- use of estate funds to pay expenses; and

   -- pay the break-up fee, if any.

The exit lenders committed to provide $108,750,000 senior secured
exit facility.  Specifically, (i) GE Capital committed to provide
the entire amount of the revolving credit facility and the first-
out term loan facility; (ii) Silver Point committed to provide
$58,333,333 of the second-out term loan facility, either by (a)
funding the commitment directly, or (b) fulfilling the commitment
through the exchange of a portion of its prepetition secured
claims, on a dollar for a dollar basis, or a combination thereof;
and (iii) MFC committed to provide $10,416,667 of the second-out
term loan facility.

The Debtors will use the proceeds of the credit facilities to pay
down it existing prepetition senior secured credit facility and to
pay the other claims, cost and expenses contemplated by the Plan.
Amounts available under the credit facilities would be used to
provide funding for the Debtors' post-emergence working capital
requirements and other general corporate purposes on a go-forward
basis.

A break-up fee equal to 3.5% of the aggregate commitment would be
paid if the Debtors enter into an agreement for debt financing
with a third-party, on or prior to 4 months from the date of the
commitment letter.

The Debtors are required to obtain a court approval of the exit
financing by December 23, 2009, at 5:00 p.m. (Eastern Time.)

                     About Muzak Holdings LLC

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  Muzak's petition listed assets
of $324 million against debt of $465 million, including
$101 million owed on a senior secured credit facility,
$220 million in senior notes and $115 million in subordinated
notes.


NATIONAL HOME: List of 20 Largest Unsecured Creditors
-----------------------------------------------------
National Home Centers, Inc., filed with the U.S. Bankruptcy Court
for the Western District of Arkansas a list of its 20 largest
unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/arkwb09-76195.pdf

National Home Centers, Inc. -- One Source Home & Building Center
and Cleburne County Building Center -- operates storage units in
Springdale, Arizona.  The Company filed for Chapter 11 bankruptcy
protection on December 8, 2009 (Bankr. W.D. Ark. Case No. 09-
76195).  Charles T. Coleman, Esq.; Judy Simmons Henry, Esq.; and
Kimberly Wood Tucker, Esq., at Wright, Lindsey & Jennings assist
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


NATIONAL HOME: Sec. 341 Creditors Meeting Set for Jan. 4
--------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of National
Home Centers, Inc.'s creditors on January 4, 2010, at 9:30 a.m. at
U.S. Federal Building, 35 E. Mountain St., 4th Floor, Room 416,
Fayetteville, AR 72701.

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.

National Home Centers, Inc. -- One Source Home & Building Center
and Cleburne County Building Center -- operates storage units in
Springdale, Arizona.  The Company filed for Chapter 11 bankruptcy
protection on December 8, 2009 (Bankr. W.D. Ark. Case No. 09-
76195).  Charles T. Coleman, Esq.; Judy Simmons Henry, Esq.; and
Kimberly Wood Tucker, Esq., at Wright, Lindsey & Jennings assist
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


NATIONAL HOME: Wants to Access JPMorgan's Cash Collateral
---------------------------------------------------------
National Home Centers, Inc., seeks authority from the U.S.
Bankruptcy Court for the Western District of Arkansas to use the
cash collateral from December 9, 2009, through January 3, 2010,
securing their obligation to their prepetition lenders.

JPMorgan Chase Bank, as Lender and Agent for financial institution
The CIT Group/Business Credit, Inc., provided a pre-petition
credit facility to the Debtor.  As of the Petition Date, the
principal amount owed to the secured lenders under the credit
agreement dated August 12, 2004, as subsequently amended and
extended by the terms of various amendments through the Eight
Amendment, is approximately $11,808,000.  The value of the
collateral securing the debt as of the Petition Date is
$32,456,706.56.  The value of the collateral upon which the
secured lenders would lend was $15,756,135.46, excluding the value
of real estate.

Charles T. Coleman, Esq., at Wright, Lindsey & Jennings LLP
explains that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtors will use the
collateral pursuant to a weekly budget, a copy of which is
available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
grant the prepetition lenders continuing valid, binding,
enforceable and perfected, liens and security interests.  The
Debtor also asks the Court that the final order on its request
contain a carve out for retained professionals for fees and
expenses accrued or incurred after the Petition Date and
ultimately allowed on a final basis by the Court, as well as any
other carve outs as may be proposed by the Debtor prior to the
entry of the final order.

The Agent has objected to the Debtor's request for access to cash
collateral.  The Agent is against the Debtor's using of cash
collateral on an interim basis for weeks, saying that the
expenditures are wholly inappropriate.  The Agent seeks for an
evidentiary hearing to establish that the expenditures are
necessary to prevent immediate and irreparable harm.  The Agent is
asking that the Debtor should:

     -- operate pursuant to a budget agreed to by the Agent;

     -- provide collateral information to the Agent so that the
        Agent may track the Debtor's sales, accounts receivable
        collections, inventory sales and production, and such
        other matters consistent with the Debtor's pre-petition
        loan documentation with the Agent and the lenders;

     -- agree to the engagement of a financial advisor to assist
        the Debtor with managing cash and generating realistic
        cash flows and recommendations.

The Agent says that the Debtor is in a very challenging
environment and for three years now has consistently lost millions
of dollars.  The Agent and the lenders are most concerned that in
this economy the Debtor won't be able to manage its cash to
prevent further losses, and that there is a real risk that prior
valuations of collateral may not hold up in the coming weeks given
this economy, the competition in the marketplace, and the numerous
other challenges that the Debtor faces.

The agent is represented by Martha Jett McAlister, Esq., at
Eichenbaum, Liles & Heister, P.A., and David Weitman, Esq., at K&L
Gates, LLP.

National Home Centers, Inc. -- One Source Home & Building Center
and Cleburne County Building Center -- operates storage units in
Springdale, Arizona.  The Company filed for Chapter 11 bankruptcy
protection on December 8, 2009 (Bankr. W.D. Ark. Case No. 09-
76195).  Charles T. Coleman, Esq.; Judy Simmons Henry, Esq.; and
Kimberly Wood Tucker, Esq., at Wright, Lindsey & Jennings assist
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


NATIONAL HOME: Wants to Sell Two Pieces of Real Property
--------------------------------------------------------
National Home Centers, Inc., has sought authorization from the
U.S. Bankruptcy Court for the Western District of Arkansas to sell
two pieces of real property free and clear of liens.

The Debtor is seeking authority to sell a residential house at
3199 Riverside Street, Springdale, Washington County, Arkansas, to
Mari Eva Mora for the gross sum of $87,000, and to pay reasonable
costs of sale including real estate commissions under the terms of
the Real Estate Contract with the purchaser.

The Debtor also wants to sell a 14.3 acre unimproved tract of land
on Angell Road, Springdale, Washington County, Arkansas, to the
City of Springdale, for $600,000.  The Debtor agreed to grant
JPMorgan Chase Bank, N.A., as administrative agent, a post
petition replacement lien on the Angell Road Acreage.  There are
no liens on or other interests in the property known to the
Debtor.  The Debtor seeks authority to pay the reasonable costs of
sale from the sales proceeds and requests that the lien of the
agent be transferred to the sales proceeds after payment of the
reasonable costs of sale.  The net proceeds from the disposition
of the property will be deposited into the Debtor's DIP operating
account and will be used by the Debtor pursuant to the joint
stipulation.

The Debtor requests that objections to the proposed sale must be
filed by December 26, 2009.

National Home Centers, Inc. -- One Source Home & Building Center
and Cleburne County Building Center -- operates storage units in
Springdale, Arizona.  The Company filed for Chapter 11 bankruptcy
protection on December 8, 2009 (Bankr. W.D. Ark. Case No. 09-
76195).  Charles T. Coleman, Esq.; Judy Simmons Henry, Esq.; and
Kimberly Wood Tucker, Esq., at Wright, Lindsey & Jennings assist
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


NEUMANN HOMES: Court Approves Liquidating Plan Outline
------------------------------------------------------
Judge Eugene Wedoff of the U.S. Bankruptcy Court for the Northern
District of Illinois approved on December 11, 2009, the
disclosure statement submitted by Neumann Homes Inc. and its
affiliated debtors.

Shortly before the entry of the Court's ruling, the Debtors made
revisions to the Disclosure Statement to, among other things,
tweak certain terms governing the treatment of claims and to
reflect settlement terms of their dispute with creditors and
other concerned parties.  Accordingly, Judge Wedoff held that the
Disclosure Statement, as revised, contains adequate information
pursuant to Section 1125(a) of the Bankruptcy Code.

The Court's approval came more than three months after the
Debtors submitted their initial Disclosure Statement and Plan of
Liquidation.

Prior to the approval, Indymac Ventures LLC filed a motion in the
Bankruptcy Court, seeking conversion of the Debtors' Chapter 11
cases into proceedings under Chapter 7 of the Bankruptcy Code on
grounds that the Liquidation Plan would distribute less money to
unsecured creditors than would a Chapter 7 trustee.  The
Conversion Motion was eventually withdrawn on December 11, 2009.

                  Disclosure Statement Revisions

Modifications noted in the Revised Disclosure Statement dated
December 11, 2009, include provisions on (1) claims
classification and treatment; (2) liquidating trust
administrator; and (3) details of a settlement agreement with
certain KPN Entities and former chief executive Kenneth Neumann.

I. Claims Classification and Treatment

  The Revised Plan provides for the liquidation of the Debtors'
  assets and the distribution of the net proceeds to creditors
  in order of their relative priority of distribution.  It
  contemplates and is predicated upon the substantive
  consolidation of the Debtors.

  Under the Liquidation Plan, claims against and interests in
  the Debtors are divided into 12 classes.  Administrative
  claims and priority tax claims are not classified and will be
  paid in full.  Creditors with secured claims are expected to
  have full recovery under the plan, pro rata distribution is
  also expected to creditors with unsecured claims, and equity
  interests are to cancelled.

  The classification and treatment of claims pursuant to the
  Debtors' Liquidation Plan are:

                         Estimated
Class Description        Recovery          Claim Treatment
-----------------        --------   --------------------------
Class 1-A (Bank of         100%     The Debtors believe that a
America Secured Claims)             a portion of the Allowed
                                     Bank of America Secured
                                     Claims may have been
                                     satisfied pursuant to prior
                                     court orders.  With respect
                                     to any remaining Bank of
                                     America Secured Claims,
                                     the Plan provides for the
                                     transfer of the remaining
                                     collateral to Bank of
                                     America, subject to any
                                     other claims and liens, in
                                     satisfaction of any such
                                     secured claims.  If Bank of
                                     America does not accept the
                                     collateral, the Plan
                                     provides for the Debtors'
                                     retention of the property
                                     comprising the collateral
                                     free and clear of any Bank
                                     of America Liens, but
                                     subject to any other
                                     asserted liens.  Any Bank
                                     of America Deficiency Claim
                                     would be satisfied as
                                     otherwise provided for in
                                     the Plan.

Class 1-B (Cole Taylor     100%     Rights of the holders of
(Cole Taylor Secured Claims)        Allowed Class 1-B Claims,
Secured Claims)                     if any, are unaltered.  All
                                     Allowed Cole Taylor Secured
                                     Claims have been satisfied
                                     pursuant to prior court
                                     orders.

Class 1-C (Comerica        100%     The Debtors believe that
Secured Claims)                     all of the Allowed Comerica
                                     Secured Claims have been
                                     satisfied pursuant to prior
                                     court orders.  The Debtors
                                     only remaining rights in
                                     Comerica's collateral are
                                     rights of redemption.

Class 1-D (First Midwest   100%     Rights of the holders of
Secured Claims)                     Allowed Class 1-D Claims,
                                     if any, are unaltered.

Class 1-E (Guaranty Bank   100%     The Debtors believe that
Secured Claims)                     all of the Allowed Guaranty
                                     Bank Secured Claims, except
                                     for the Allowed Guaranty
                                     Bank Secured Claims on
                                     account of Guaranty's
                                     collateral at issue in the
                                     Guaranty Bank Lift Stay
                                     Orders, have been satisfied
                                     pursuant to prior court
                                     orders.  With respect to
                                     any remaining Guaranty Bank
                                     Secured Claims, the Plan
                                     provides for the transfer
                                     of such remaining
                                     collateral to Guaranty
                                     Bank, subject to any other
                                     claims and liens, in
                                     satisfaction of any such
                                     Secured Claims.  If
                                     Guaranty Bank does not
                                     accept the collateral, the
                                     Plan provides for the
                                     Debtors' retention of the
                                     property comprising that
                                     collateral, free and clear
                                     of any Guaranty Bank Liens,
                                     but subject to any other
                                     asserted liens.  Any
                                     Guaranty Bank Deficiency
                                     Claim would be satisfied as
                                     otherwise provided for
                                     under the Plan.

Class 1-F (IndyMac         100%     Subject to modifications by
Secured Claims)                     an IndyMac Settlement, and
                                     if the Bankruptcy Court
                                     does not approve the
                                     IndyMac Settlement, then
                                     with respect to any
                                     remaining IndyMac Secured
                                     Claims, the Plan provides
                                     for the transfer of any
                                     remaining collateral to
                                     IndyMac, subject to any
                                     other claims and liens, in
                                     satisfaction of any secured
                                     claims.  If IndyMac does
                                     not accept the collateral,
                                     the Plan provides for the
                                     Debtors' retention of the
                                     property comprising the
                                     collateral, free and clear
                                     of any IndyMac Liens, but
                                     subject to any other
                                     asserted liens.  Any
                                     IndyMac Deficiency Claim
                                     would be satisfied as
                                     otherwise provided for
                                     under the Plan.

Class 1-G (RBC             100%     Rights of the holders of
Secured Claims)                     Allowed Class 1-G Claims,
                                     if any, are unaltered.  All
                                     Allowed RBC Secured Claims
                                     have been satisfied.

Class 1-H (RFC             100%     Rights of the holders of
Secured Claims)                     Allowed Class 1-G Claims,
                                     if any, are unaltered.  All
                                     Allowed RFC Secured Claims
                                     have been satisfied
                                     pursuant to prior court
                                     orders.

Class 2 (Other             100%     Rights of the holders of
Secured Claims)                     Class 2 Claims are
                                     unaltered.  The Debtors
                                     will reinstate the Class 2
                                     Claims or provide other
                                     treatment as agreed by the
                                     Debtors and the
                                     claimholders.

Class 3 (Non-Tax           100%     Rights of the holders of
Priority Claims)                    Class 3 Claims against the
                                     Debtors are unaltered.
                                     Each holder of an Allowed
                                     Class 3 Claim will receive,
                                     at the election of the
                                     Debtors, cash equal to the
                                     amount of its Allowed Class
                                     3 Claim or other less
                                     favorable treatment that
                                     will not impair the
                                     claimholder.

Class 4 (General             5%     The disbursing agent will
Unsecured Claims)                   receive, on behalf of
                                     holders of Allowed Class 4
                                     Claim, each of the holder's
                                     pro rata share of the
                                     Liquidation Trust Plan
                                     Distribution Property;
                                     which the disbursing agent
                                     will distribute pro rata to
                                     or for the benefit of
                                     holders of Allowed Class 4
                                     Claims; provided that the
                                     distributions described in
                                     Section 5.2(a) in the Plan
                                     will be subject to the
                                     General Unsecured Claims
                                     Subordination Rights.

Class 5 (Old Equity          0%     The Debtors' common and
Affiliate Interests and             preferred stock or other
Subordinated Claims)                equity interest outstanding
                                     before their bankruptcy as
                                     well as "affiliate
                                     interests" will be
                                     cancelled.  Neither the
                                     holders of those interests
                                     nor the holders of
                                     subordinated claims will
                                     receive or retain any
                                     distribution on account of
                                     those interests and claims.

II. Appointment of Liquidation Trust Administrator

   The Revised Plan also provides for an administrator for the
   liquidation trust that will be designated by the Debtors and
   the Official Committee of Unsecured Creditors.  At least
   seven days prior to January 19, 2010, the Debtors and the
   Creditors Committee must file with the Bankruptcy Court a
   notice designating the person selected as the administrator.

   The Trust Advisory Board will be composed of three members,
   two of whom will be designated by the Creditors Committee
   while the other member will be designated by the Debtors.

   The Trust Administrator will distribute the recoveries, which
   consist of the Debtors' assets held by the liquidating trust
   and the proceeds received by the trust from the prosecution
   of so-called "liquidation trust claims" as follows:

    (1) to pay the liquidation trust expenses;

    (2) to repay amounts, if any, borrowed by the Administrator
        in accordance with the Liquidation Trust Agreement;

    (3) to distribute to holders of Allowed General Unsecured
        Claims and to pay Deferred Professional Fees -- to be
        distributed pro rata, with holders of Allowed General
        Unsecured Claims to receive 80%, and the Professional
        Fees Claimants to receive 20% of the Liquidation Trust
        Plan Distribution Property until all Allowed Deferred
        Professional Fees are paid in full; and

    (4) to distribute to holders of Allowed General Unsecured
        Claims and any other claimants entitled to receive
        distributions from the liquidation trust as required by
        the Plan.

   To settle the Debtors' dispute with the local governments of
   Antioch and Wonderlake, the Liquidation Plan provides that
   the prior court orders approving the parties' stipulations to
   lift the automatic stay will "remain in full force and
   effect."  The Plan will not also affect or otherwise modify
   the rights and remedies of the local governments as stated in
   the court orders.

III. KPN Settlement Agreement

   Moreover, the Liquidation Plan will be predicated on, and in
   large part funded by a settlement agreement entered into by
   the Debtors, their former chief executive, Kenneth Neumann,
   Jean Neumann, KJET Office Building LLC, Kreutzer Road LLC,
   KDJET LLC, KPN Michigan LLC, KPN Michigan Pool LLC, and KPN
   Sterling Woods LLC.

   The Debtors reached the agreement to settle their claims
   against Mr. Neumann, et al., which include claims for
   preferential transfers.

   Under the Settlement Agreement, Mr. Neumann, et al., are
   required to pay $1.125 million to fund the Liquidation Plan
   in exchange for the release of all claims asserted against
   them by the Debtors.   They also agree to release their
   claims against the Debtors, including administrative claims
   aggregating $2.17 million.

   Upon execution of the Settlement Agreement, IHP Investment
   Fund III L.P. will also be released from claims asserted
   against it by the Debtors.  IHP Investment is one of the
   defendants of a lawsuit filed by the Debtors, alleging claims
   for the avoidance of preferential or fraudulent transfers,
   totaling $3,220,074.  Mr. Neumann, et al., were also named as
   respondents in the lawsuit.

   The Settlement Agreement cannot be fully effectuated until
   the Liquidation Plan is confirmed by the Bankruptcy Court.  A
   full-text copy of the Settlement Agreement is available for
   free at:

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

Full-text copies of the revised Liquidation Plan and Disclosure
Statement are available without charge at:

  http://bankrupt.com/misc/Neumann_RevDisclosureStatement.pdf
  http://bankrupt.com/misc/Neumann_RevLiquidationPlan.pdf

                  Solicitation Procedures Approved,
                   Plan Confirmation Hearing Set

Judge Wedoff will hold a hearing on January 27, 2010, at
10:00 a.m. Central time, to consider the confirmation of the
Debtors' Liquidation Plan.  Deadline for filing objections is
January 19, 2010, at 5:00 p.m. Central time.

Objections that have not been timely served in accordance with
the Court-approved procedures for filing those objections will
not be considered and will be deemed overruled.

With the approval of the Disclosure Statement, the Debtors can
now begin to solicit votes for the Plan.  In this light, Judge
Wedoff approved the proposed procedures to govern the
solicitation of votes, vote tabulation and the assumption or
rejection of contracts pursuant to the Plan.  The Court
established some Plan confirmation process-related dates and
directed parties-in-interests to be guided by them:

  December 11,2009      Record date for determining creditors
                        entitled to receive solicitation
                        packages, and creditors entitled to vote
                        to accept or reject the Plan

  December 18, 2009     Deadline for Epiq to complete the
                        mailing of all of the solicitation
                        packages

  January 4, 2010       Deadline for the filing and serving of
                        motions requesting temporary allowance
                        of claim for voting purposes

  January 19, 2010      Deadline by which ballots of accepting
                        or rejecting the Plan must be received
                        by the voting agent, Epiq Bankruptcy
                        Solutions LLC, in order to be counted

A full-text copy of the Neumann Homes Disclosure Statement Order
is available for free at:

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

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

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


NEUMANN HOMES: Gets Nod for Settlement With GMAC Model Home
-----------------------------------------------------------
Neumann Homes Inc. and its units obtained approval of a settlement
agreement with GMAC Model Home Finance Inc.

Before the Petition Date, some of Neumann Homes entities entered
into a sales and marketing agreement with GMAC Model Home Finance,
Inc.  The Agreement provides that the Debtors would build and
convey certain model homes to GMAC Model Homes, which in turn,
would lease those model homes to the Debtors.

Pursuant to a Loan Agreement dated January 15, 2003, Residential
Funding Company LLC, a successor-in-interest to and assignee of
RFC Construction Funding LLC, provided secured revolving loans to
the Debtors to finance their residential acquisition, development
and construction projects.  As of November 1, 2007, the
outstanding principal balance of the indebtedness owed by the
Debtors to Residential Funding was not less than $19,628,830.

Pursuant to a Second Loan Agreement dated January 3, 2005,
Residential Funding provided additional secured revolving loans
to the Debtors to finance the operation of their home building
business.  As of November 1, 2007, the outstanding principal
balance of the indebtedness owed by the Debtors was not less than
$75,000,000.

In accordance with the terms of the December 13, 2007 order, the
partially constructed homes on which Residential Funding held a
lien were transferred to DOA Properties II LLC, to be completed
and resold.  In exchange for the developed homes, Residential
Funding released the Debtors from all liability with respect to
approximately $2.4 million of their debt under the January 2003
Loan Agreement.

Pursuant to the terms of a April 15, 2009 Court Order, the
remaining assets of the residential developments on which
Residential Funding held a lien were transferred to DOA to
complete development or to resell the property.  In exchange,
Residential Funding released the Debtors from all liability
with respect to $13.6 million of their debt under the January
2003 Loan Agreement.

As of November 13, 2009, Residential Funding is owed $75,000,000
under the January 2005 Loan Agreement.

                      The Settlement Issues

During the pendency of the Debtors' Chapter 11 cases, GMAC Model
alleged that some of the model homes and the real property on
which they are constructed were previously conveyed to GMAC Model
pursuant to the Sales and Marketing Agreement.

GMAC Model contended that Unit Nos. 1-102, 1-202, 2-104, 2-105
and 2-106 located in the NeuDearborn Station Condominiums in
DuPage County, Illinois, were conveyed by the Debtors to GMAC
Model in exchange for about $1.2 million in cash in accordance
with the terms of the Sales and Marketing Agreement.  The Debtors
however, believe that they, and not GMAC Model, hold unencumbered
record title to the NeuDearborn properties.

To resolve their dispute, the Debtors and GMAC Model Homes
entered into a settlement agreement to avoid potentially costly
litigation, the salient terms of which are:

  (1) The Debtors, as directed by GMAC Model, is required to
      correct all existing deeds and other title documents, and
      if necessary, execute and deliver new deeds and other
      title documents with respect to the NeuDearborn home
      units.

  (2) GMAC Model will retain Koenig & Strey Realtors or another
      realtor in Chicago to market and sell each of the
      NeuDearborn home units to buyers unaffiliated with GMAC
      Model, its subsidiaries, affiliates and other concerned
      parties, in a manner customary for selling residential
      property in Naperville, Illinois.  GMAC Model will control
      all aspects of the sale while the Debtors will not have
      any right to direct, approve, consent to or object to any
      aspect of the sale, except the purchase price of each home
      unit.

      Within seven days following the consummation of the sale
      of each home unit, GMAC Model will notify the Debtors in
      writing of the particular home unit sold, the gross sale
      price paid by the buyer and the net sale proceeds
      generated.

  (3) In the event the proposed gross sale price for any home
      unit is less than the minimum gross sale price mutually
      agreed by the Debtors and GMAC Model, GMAC Model will
      provide a written notice to the Debtors before entering
      into a binding sale contract with a buyer.

      The Debtors will be deemed to consent to the proposed sale
      of the unit unless they notify GMAC Model Homes in writing
      that they do not consent to the proposed sale.  Within
      five days following delivery of any objection, the Debtors
      will file a motion to set the minimum gross sale price for
      the home units.

  (4) As consideration for the terms of settlement, GMAC Model
      will pay to the Debtors $250,000, and cash equal to 50% of
      all net sale proceeds in excess of $1 million.  The
      Debtors will not be entitled to any excess cash payment
      until and unless GMAC Model has received more than
      $1 million in net sale proceeds and the sales of all five
      NeuDearborn home units have closed.

  (5) The Debtors and GMAC Model agree that the validity,
      enforceability and non-avoidability of any asserted liens
      on the NeuDearborn home units will be determined pursuant
      to a final order of a court of competent jurisdiction;
      pursuant to a settlement between the claim holder and GMAC
      Model which must be in full satisfaction of the liability
      secured by those liens; or otherwise with the consent of
      the Debtors.

A full-text copy of the Neumann-GMAC Model Settlement is
available without charge at:

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

The Debtors' attorney, George Panagakis, Esq., at Skadden Arps
Slate Meagher & Flom LLP, in Chicago, Illinois, asserts that the
parties' Settlement is fair and reasonable.  The Settlement, he
insists, provides substantial value to the Debtors' estates in
the form of an immediate cash payment of $250,000 plus the
possibility of substantial future cash recoveries depending upon
the sale prices earned for the model home property, he points
out.

To the contrary, failure to resolve the parties' dispute could
result in costly and time-consuming litigation between the
settlement parties, Mr. Panagakis points out.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

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


NEUMANN HOMES: Wells Fargo Wants Lift Stay to Pursue Suit
---------------------------------------------------------
Subsequent to the bankruptcy filing of Neumann Homes Inc. and its
affiliated debtors, Wells Fargo Bank, N.A., as trustee under a
February 1, 2006 servicing agreement filed a complaint before the
Circuit Court of Grundy County, Illinois, to foreclose a $157,500
promissory note.

The Note, which was executed by Rodney and Lisa Ritchie, is
secured by a mortgage lien on a property located at 1134
Coneflower Court, in Minooka, Illinois.

Neumann Homes was named as a defendant in the Complaint pursuant
to a lis pendens recorded against the property in 2004.  The lis
pendens were recorded against the property when Neumann Homes was
the owner of record.  Other defendants in the Complaint include
the Ritchies, the local government of the village of Minooka,
Vulcan Materials Company, the Department of Treasury, Warner-
Dennin Inc., Bank of America, and Prairie Ridge Townhome
Association.

Subsequent to the filing of the Complaint, government lawyers
filed a motion to dismiss the case.  Both the local government of
Minooka and VMC also filed responsive pleadings, alleging
priority status over the mortgage.

Wells Fargo's attorney, Casey Hicks, Esq. at Larson & Associates
P.C., in Chicago, Illinois, says that due to the automatic stay,
Wells Fargo is unable to pursue its rights and interests in the
property.

"Wells Fargo cannot assert priority of its lien or protect its
rights without filing responsive pleadings in the foreclosure
action," Mr. Hicks said, adding that Wells Fargo would be
prejudiced if not allowed to respond to the proposed dismissal of
its Complaint.

Accordingly, Wells Fargo asks the Court to lift the stay so that
it could prosecute its lawsuit and defend its rights in the
Neumann Homes property.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

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


NORTEL NETWORKS: Canadian Industry Minister OKs ESB Sale to Avaya
-----------------------------------------------------------------
Canada's industry minister, Tony Clement, has approved Avaya
Inc.'s acquisition of Nortel Networks' Enterprise Solutions unit,
clearing the last of the regulatory obstacles in the sale,
according to a report by San Francisco Business Times.

The approval came following the antitrust clearance granted last
month by regulators in the United States and Canada.  European
Union officials have also approved the sale, the report noted.

Avaya spokeswoman Lynn Newman told the San Francisco Business
Times that the company remains on track to close its acquisition
this month and expects to add at least 5,700 employees worldwide
from Nortel.

Officials from both companies have said that Avaya would retain
about 60% to 75% of the Enterprise Solution unit's employees who
are based in the Research Triangle Park, according to the report.

          Nortel to Assume and Assign AT&T Contracts

As part of the sale of their Enterprise Solutions business,
Nortel Networks Inc. and its affiliated debtors seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
assume and assign their customer contracts with AT&T Services
Inc. to Avaya.

The contracts include NNI's January 1, 2001 agreement with SBC
Services Inc., a predecessor-in-interest of AT&T, and a June 2,
2006 agreement with AT&T Communications Systems Southeast LLC.

In connection with the proposed assumption and assignment, the
Debtors also ask the Bankruptcy Court to approve a stipulation
they executed with AT&T and Avaya.  The stipulation dated
December 14, 2009, provides the terms for the assumption and
assignment of the customer contracts, a full-text copy of which
is available without charge at:

         http://bankrupt.com/misc/Nortel_StipAT&T.pdf

The Court will hold a hearing on December 15, 2009, to consider
approval of the Debtors' request.

                   Other Designated Contracts

The Debtors also notified the Court of their intention to assume
and assign other contracts as part of the sale of the Enterprise
Solutions unit.  They did not provide a schedule of agreements
designated for assumption and assignment in the notices but told
the Court that they will furnish each of the concerned party an
individualized schedule of those agreements.

Intoto LLC, Freescale Semiconductor Inc., Microsoft Corporation,
Microsoft Licensing GP, BT Americas Inc., Sprint Nextel
Corporation, Qwest Services Corp. and Aon Consulting filed
objections to the notices.  The Objectors complained they did not
have enough time to identify the contracts and determine whether
the assumption and assignment is appropriate and whether the
agreements are not assumable as executory contracts, among other
reasons.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Court Approves Sale of GSM Biz. to Ericsson
------------------------------------------------------------
Nortel Networks Inc. and its affiliates obtained approval from
the U.S. Bankruptcy Court for the District of Delaware and the
Ontario Superior Court of Justice to sell their North American
Global System for Mobile (GSM) business to Telefonaktiebolaget LM
Ericsson.

The approval came barely two weeks after Nortel held an auction
on November 24, 2009, where Ericsson and another company, Kapsch
CarrierCom AG, emerged as the winning joint bidders.

The winning bidders offered to acquire the Nortel GSM business
for US$103 million in cash.  Ericsson will purchase the North
American GSM business, while Kapsch will acquire the European and
Taiwan GSM businesses as well as Nortel's global GSM for
Railways, a communications system for railways operators.

The deal was formalized in a November 24, 2009 asset sale
agreement between Nortel and Ericsson, and an interdependent
asset sale agreement between Kapsch and the administrators of
Nortel's foreign units.

In his 26-page order, Bankruptcy Judge Kevin Gross also overruled
all objections to the proposed sale that have not been withdrawn,
waived or settled.

The Bankruptcy Court's order does not authorize the assumption,
assignment or rejection of the Nortel units' agreements with
Motorola Inc., SNMP Research International Inc., OSS Nokalva
Inc., Oracle USA Inc. and AT&T Corp.  These companies earlier
filed objections in the Bankruptcy Court, disapproving the
assignment of their respective contracts to the buyers.

In connection with the sale of the North American GSM business to
Ericsson, Nortel also obtained the Bankruptcy Court's approval to
implement a process for the assumption and assignment of certain
contracts to Ericsson and to file under seal a set of documents
containing "sensitive commercial information" about the business.

Ernst & Young Inc., the firm appointed to monitor the assets of
Canada-based Nortel Networks Corp. and its four affiliates,
supported the sale of the GSM business to Ericsson.  In its 29th
Monitor Report, the firm said that Ericsson's offer "constitutes
fair consideration" and "represents the best transaction" for the
sale of the GSM business.

GSM is said to be the most popular wireless technology standard
for mobile phones in the world.  Nortel is a supplier of GSM
networks and has worked with operators worldwide on implementing
the GSM family of access technologies including GSM/GPRS/EDGE.
Also based on GSM technology is GSM-R, which provides a
communications system for railways operators.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Ethernet Sale to Ciena to be Completed in Q1 2010
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the sale of the optical networking and carrier ethernet business
of Nortel Networks Inc. and its affiliates to Ciena Corporation.

Linthicum-based Ciena, which emerged as the winning bidder at a
week-long auction held late last month, offered to acquire
Nortel's Metro Ethernet business for $530 million in cash, plus
$239 million in convertible notes.

In a 29-page order, Bankruptcy Judge Kevin Gross held that
Nortel's deal with Ciena presents the best opportunity to realize
the value of the assets.  "The sale agreement and the closing
thereon will provide a greater recovery for the creditors than
would be provided by any other presently available alternative,"
Judge Gross said.

The acquisition of Nortel's Metro Ethernet Networks business
includes substantially all product platforms and intellectual
property used in the business and provides for the transition to
Ciena of most of Nortel's customer contracts executed in
connection with the business.  It is expected to be completed in
the first quarter of 2010.

About 2,000 Nortel workers will be offered employment by Ciena,
which represents more than 85% of the global Optical Networking
and Carrier Ethernet employee base.

The Bankruptcy Court Order does not authorize the assumption,
assignment or rejection of Nortel's agreements with Motorola
Inc., Hewlett Packard Inc. and Open Systems Solutions Inc.  These
companies previously objected to the possible assumption and
assignment of their contracts as part of the sale.

With respect to Nortel's contracts with AT&T Corp. that would be
assumed and assigned, Ciena agreed to take over the obligations
under those contracts.

The Bankruptcy Court also approved an amendment to the Sale
Agreement to resolve the objection raised by MatlinPatterson
Global Advisers LLC.  The amended provision allows Ciena to
increase the purchase price by an amount equal to $1,020 in cash
in lieu of issuing each corresponding $1,000 in principal amount
of the Convertible Notes.

Judge Gross also issued separate orders, authorizing NNI to file
under seal a set of documents containing "sensitive commercial
information" about the Metro Ethernet business and striking down
the objection raised by MEN Acquisition LLC on grounds that the
company "lacked standing" to oppose the sale.  MEN Acquisition,
which offered the next highest bid at the auction, complained
that Ciena would not have won the bidding had Nortel properly
valued Ciena's convertible notes.

Nokia Siemens, another bidder, previously asked the Bankruptcy
Court to reject Ciena as the winning bidder, arguing that Ciena's
convertible securities were overvalued, according to a report by
the Canadian Press.  Nokia Siemens and its partner One Equity
Partners said they would be willing to pay US$810 million in cash
for Nortel's assets.  At the auction, Nokia Siemens had offered
$770 million in cash but Nortel picked Ciena instead, the
Canadian Press reported.

The Ontario Superior Court of Justice, which oversees the
insolvency cases of Canada-based Nortel Networks Corp. and its
four affiliates, also issued a ruling approving the sale of the
Metro Ethernet Networks business to Ciena.

                    Contracts to Be Assigned

In connection with the sale, NNI and its affiliated debtors filed
with the Bankruptcy Court a copy of the master notice, which
contains a list of executory contracts that will be assumed and
assigned to Ciena.  A copy of the master notice is available for
free at http://researcharchives.com/t/s?4b6c

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Has Escrow Pact With JPM re Enterprise Sale
------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve an
escrow agreement with JPMorgan Chase Bank N.A.

The Debtors reached an agreement with JPMorgan, which will serve
as the escrow and distribution agent, and several other parties
in connection with the sale of their Enterprise Solutions unit to
Avaya Inc.

The Escrow Agreement authorizes the Debtors to deposit into an
escrow account the payment made by Avaya, the winning bidder for
the Enterprise Solutions unit, pending final allocation.  The
other salient terms of the Escrow Agreement are:

  (1) The Debtors will jointly nominate, constitute and appoint
      JPMorgan to hold the escrow funds in an account.

  (2) JPMorgan agrees that deposits to, and disbursements from,
      the account or applicable portions of it will only be made
      in accordance with the terms and conditions of the Escrow
      Agreement.

  (3) At the closing, NNI, Nortel Networks Ltd. and Nortel
      Networks Corp. will instruct Avaya to deposit the purchase
      price in an account established with the escrow agent.

  (4) Until otherwise jointly directed by the Debtors and the
      estate fiduciaries, JPMorgan will invest the escrow funds
      in so-called "permitted investments."

  (5) JPMorgan has the right to liquidate investments as
      necessary to distribute escrow funds pursuant to the
      Escrow Agreement.

A full-text copy of the Escrow Agreement is available without
charge at http://bankrupt.com/misc/Nortel_EscrowAgmtJPMorgan3.pdf

The Court will hold a hearing on December 15, 2009, to consider
approval of the Escrow Agreement.  Deadline for filing objections
is December 14, 2009.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


PALM ENERGY: Risks Loss Of Oil Leases Without Bonds, DOI Says
-------------------------------------------------------------
Law360 reports that the U.S. Department of the Interior's Minerals
Management Service has objected to Pisces Energy LLC's
reorganization plan, claiming the bankrupt oil and gas company
must guarantee that it can cover nearly $119 million in
decommissioning costs at its Gulf of Mexico operations or risk
losing certain leases.

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.


PATRIOT HOMES: Wants Access to Cash Securing SAMAL Loan
-------------------------------------------------------
Patriot Homes, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Indiana for
authorization to:

   -- use cash securing repayment of loan with SAMAL Enterprises
      LLC; and

   -- grant adequate protection to SAMAL.

Prepetition, Wells Fargo Bank, National Association, acting
through its Wells Fargo Business Credit operating division, made
loans, advances and provided other credit and financial
accommodations to the Debtors.

SAMAL, a limited liability company formed by Sam Weidner and Al
Spenser, the principals of the Debtor, purchased Wells Fargo's
interest in the credit agreement, the guaranties, and the
financing agreements.

The Debtors require access to the cash collateral to fund its
business postpetition.

SAMAL consents to the Debtors' use of cash collateral solely for
purposes of preserving the bankruptcy estates, paying the
professional fees and expenses of the Debtor and the Creditors
Committee, and paying the trustee fees.  SAMAL consents credit to
the Debtor, only if any credit extended is:

   a. given priority over any and all administrative expenses;

   b. secured by a lien on all property of the estate, including
      property of the estate which may not otherwise be subject to
      a lien; and

   c. secured by a lien on all property of the estate, senior to
      any other lien, except for liens, if any, which were senior
      to SAMAL prepetition and not otherwise subordinated to
      SAMAL.

                      About Patriot Homes, Inc.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Paul F. Donahue, Esq., Sven T. Nylen, Esq., at K&L
Gates LLP. serves as counsel.  Rebecca Hoyt Fisher, Esq., at
Laderer & Fischer, represents the official committee of unsecured
creditors as counsel.  In its schedules, Patriot Homes disclosed
total assets of $1,715,900 and total debts of $17,918,377.


PAUL THOMAS GORDY: Case Summary & 45 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Paul Thomas Gordy
        17654 Hummingbird Way
        Chino Hills, CA 91709

Bankruptcy Case No.: 09-40322

Chapter 11 Petition Date: December 15, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: Michael R. Totaro, Esq.
                  Totaro & Shanahan
                  POB 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276
                  Fax: (310) 496-1260
                  Email: mtotaro@aol.com

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

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

According to the schedules, the Company has assets of $1,883,740
and total debts of $3,204,945.

A full-text copy of Mr. Gordy's petition, including a list of his
45 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-40322.pdf

The petition was signed by Mr. Gordy.


PEORIA BOAT: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Peoria Boat and RV Hotel, LLC
        731 Pleasant Grove Blvd #150, PMB 6
        Roseville, CA 95678

Bankruptcy Case No.: 09-47269

Chapter 11 Petition Date: December 14, 2009

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

Judge: Christopher M. Klein

Debtor's Counsel: Robert Bergman, Esq.
                  PO Box 1924
                  Nevada City, CA 95959-1924
                  Tel: (530) 265-8831

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

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

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

            http://bankrupt.com/misc/caeb09-47269.pdf

The petition was signed by Richard Bennett, managing member of the
Company.


PHILADELPHIA NEWSPAPERS: Appeals Court Hears Bidding Dispute
------------------------------------------------------------
Philadelphia Newspapers LLC argued to the U.S. Court of Appeals in
Philadelphia that the district court was correct in reversing the
bankruptcy court and precluding secured lenders from bidding their
claims rather than cash at an auction for the business, Bill
Rochelle at Bloomberg reported.

Reuters' Jon Hurdle reports that a company representative asserted
that creditors must be prohibited to use their secured debt to
participate in an auction for the company because it would
discourage cash bidders.  The Company sought to have all bids made
in cash.

Bill Rochelle says that a comment from the bench indicated that
the judges on the appeals court might view the appeal as
coming too soon. Federal appeals courts usually don't hear cases
until proceedings in the lower court are concluded.  The order on
appeal could be viewed as an interlocutory appeal.

As reported by the TCR on Nov. 19, 2009, secured lenders to
Philadelphia Newspapers LLC went to the U.S. Court of Appeals for
the Third Circuit in Philadelphia and won a stay on November 17
pending their appeal of a ruling by the district court Denying
them the ability to bid for the newspapers using their secured
debt rather than cash.

the Third Circuit scheduled the appeal for Dec. 15 and stayed the
auction for the newspapers until then. Absent action by the
appeals court, the auction would have been held Nov. 25.

Philadelphia Newspapers LLC took an appeal to the District Court
from the Bankruptcy Court's ruling that gives secured lenders the
right to use the $300 million in debt they are owed as part of
their bid to acquire the Company.

The Company is contemplating to sell its business to a group of
local investors, including Bruce E. Toll, absent higher and better
bids for the assets.  The investor group Philly Papers LLC is
offering $30 million cash plus a combination of payment of certain
expenses and assumption of liabilities that will yield gross
proceeds to the estates of $41 million.

The Debtor opposed a credit bid by lenders owed more than $400
million, saying that it would have a "chilling effect" on
competing bidders.  A credit bid would easily top the offer by Mr.
Toll.

In an opinion entered November 10, 2009, District Judge Eduardo C.
Robreno reversed the October 8 ruling by the Bankruptcy Court.  As
a result, Philadelphia Newspapers can hold an auction where the
secured lenders must bid cash and cannot submit a credit bid if
intends to participate in the auction.

                        The Chapter 11 Plan

Philadelphia Newspapers LLC is scheduled to present its Chapter 11
reorganization plan for confirmation at hearings scheduled to
begin December 4, 2009.

Philadelphia Newspapers has already obtained approval of the
disclosure statement explaining the Plan and are now soliciting
votes on the Plan.

The Plan is based upon a sale of all of the Debtors' business to
Bruce E. Toll-led Philly Papers LLC, subject to higher and better
offers.  According to the disclosure statement explaining the
Plan, with the sale of the Debtors' business to Bruce Toll,
holders of secured claims, including $66 million, senior secured
claims, will recover 100 cents on the dollar.  Holders of $350
million prepetition unsecured debt claims will recover less
than 1% of their claims.  Holders of prepetition unsecured trade
claims will recover up to 6%.  The Plan allocates $750,000
liquidating trust in favor of general unsecured trade creditors
and a 3% distribution of equity interests in Philly Papers to
holders of unsecured prepetition claims other than general trade
creditors.

A copy of the Debtors' Disclosure Statement is available for free
at http://bankrupt.com/misc/PhillyNews_DiscStatement.pdf

A copy of the Debtors' Insider Chapter 11 Plan is available for
free at http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PHOENIX WORLDWIDE: Wants to Use C3 Capital Cash to Pay Obligations
------------------------------------------------------------------
Phoenix Worldwide Industries, Inc., asks the U.S. Bankruptcy Court
for the Southern District of California for authorization to:

   -- use cash securing repayment of loan with C3 Capital
      Partners, L.P.; and

   -- grant adequate protection to C3 Capital.

The Debtor relates that C3 Capital provided a $500,000 loan
and may assert an interest in cash collateral pursuant to a
security agreement between C3 Capital and the Debtor.

The Debtor needs to use the cash collateral to meet certain
critical obligations, specifically a payment for utility service
and an adequate protection payment to the Debtor's mortgagee.

The Debtor will use the cash collateral to pay $24,000 adequate
protection payment to Zions First National Bank, and $3,914 to
Florida Power & Light.

As adequate protection, the Debtor proposes to grant C3 Capital
replacement liens on all postpetition property that is of the same
nature and type of its prepetition collateral.

                About Phoenix Worldwide Industries

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc., Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.

The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D.
Fla. Case No. 09-23201).  Jeffrey P. Bast, Esq., at Bast Amron LLP
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


PILGRIM'S PRIDE: Court Confirms Plan of Reorganization
------------------------------------------------------
Judge D. Michael Lynn of the United States Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, confirmed
the Amended Plan of Reorganization of Pilgrim's Pride Corporation
and its debtor affiliates on December 8, 2009.

The Debtors, in a regulatory filing with the U.S. Securities and
Exchange Commission, expect to emerge from the Chapter 11
bankruptcy proceedings on or about December 28, 2009.  However,
the consummation of the Plan is subject to certain conditions
that the Debtors must satisfy prior to the Effective Date,
including (a) contemporaneous effectiveness of the Exit Credit
Facility and (b) there will have been no modification or stay of
the confirmation order or entry of other court order prohibiting
the consummation of the transactions contemplated by the Plan.
In addition, the Debtors must perform various other actions
described in the Plan in conjunction with emergence from Chapter
11.  The Debtors said there can be no assurance that they will
satisfy these conditions, complete the required actions and
emerge from Chapter 11 within the anticipated timeframe or at
all.

The Plan is premised on (i) a transaction with JBS USA whereby,
pursuant to the SPA, JBS USA will purchase approximately 64% of
the common stock of Reorganized PPC in exchange for $800 million
in cash, to be used by the Debtors to, among other things, fund
distributions to holders of allowed claims under the Plan, and
(ii) the Debtors entering into a new credit facility having an
aggregate commitment of up to $1.750 billion.

         Plan Satisfies Section 1129 Requirements

In a 57-page decision signed December 10, 2009, Judge Lynn
concluded that the Plan complied with the statutory requirements
of Sections 1129 of the Bankruptcy Code, and has satisfied all
conditions precedent to its confirmation:

A. Section 1129(a)(1) requires that the Second Amended Plan
  comply with all applicable provisions of the Bankruptcy Code,
  which includes compliance with Sections 1122 and 1123,
  governing classification and contents of the Plan.

  As required by Section 1123(a)(1), in addition to
  Administrative Expenses Claims, Priority Tax Claims, and DIP
  Claims, which need not be classified, the Plan designates 50
  classes of Claims against and Equity Interests in the Debtors.
  As required by Section 1122(a), the Claims and Equity
  Interests placed in each class are substantially similar to
  other Claims and Equity Interests, as the case may be, in each
  Class.  Valid business, factual, and legal reasons exist for
  separately classifying the various Classes of Claims and
  Equity Interests created under the Plan, and those Classes do
  not effect unfair discrimination between holders of Claims and
  Equity Interests.

  The Plan specify that Classes 1(a)-(g), Classes 2(a)-(c),
  Class 3, Classes 4(a)-(g), Classes 5(a)-(g), Classes 6(a)-(c),
  Classes 7(a)-(g), Class 8, Class 9(a)-(g) and Classes 10(b)-
  (g) are unimpaired under the Plan, thereby satisfying Section
  1123(a)(2) of the Bankruptcy Code.

  The Plan designates Class 10(a) as impaired, satisfying
  Section 1123(a)(3) of the Bankruptcy Code.

  The Plan also provides for the same treatment by the Debtors
  for each claim or Equity Interest in each Class unless the
  holder of a particular Claim or Equity Interest has agreed to
  a less favorable treatment in respect of that Claim of Equity
  Interest, thereby satisfying Section 1123(a)4) of the
  Bankruptcy Code.

  Furthermore, the Plan and the various documents in the Plan
  Supplement provide for adequate and proper means of
  implementation of the Plan, thereby satisfying Section
  1123(a)(5) of the Bankruptcy Code.

  The Reorganized Debtors' appointment of officers and directors
  to the Board of Directors are consistent with the interests of
  creditors and equity holders and public policy, thereby
  satisfying Section 1123(a)(7) of the Bankruptcy Code.  The
  Reorganized Debtors' initial directors and officers are set
  forth in the Plan Supplement and the Reorganized Debtor
  Constituent Documents for each Reorganized Debtor.

  The additional provisions of the Plan are appropriate and
  consistent with the applicable provisions of Section 1123(b)
  of the Bankruptcy Code.

  Pursuant to the Plan, classes 1(a)-(g), Classes 2(a)-(c),
  Class 3, Classes 4(a)-(g), Classes 5(a)(g), Classes 6(a)-(c)
  Classes 7(a)-(g), Class 8, Classes 9(a)-(g) and class 10(b)-
  (g) are unimpaired and Class 10(a) is impaired, as
  contemplated by Section 1123(b)(1) of the Bankruptcy Code.

  The Plan also provides for the rejection of the executory
  contracts and unexpired leases of the Debtors as of the
  Effective Date.

B. The Debtors have complied with the provisions of Section 1129
  of the Bankruptcy Code because:

   (1) each of the Debtors is an eligible debtor under Section
       109 of the Bankruptcy Code;

   (2) the Debtors have complied with applicable provisions of
       the Bankruptcy Code, except as otherwise provided or
       permitted by orders of the Court;

   (3) the Debtors have complied with the applicable provisions
       of the Bankruptcy Code, the Bankruptcy Rules, and the
       Local Rules in transmitting the Plan the Disclosure
       Statement, the Ballots, the Election Forms and related
       documents and notices and in soliciting and tabulating
       the votes on the Plan.

C. The Debtors have proposed the Plan in good faith and not by
  any means forbidden by law, thereby satisfying Section
  1129(a)(3).

D. The Plan fully satisfies Section 1129(a)(4) by subjecting for
  Court approval, any payment by the Debtors, or by a person
  issuing securities or acquiring property under the Plan, for
  services or for costs and expenses in connection with the
  Chapter 11 Cases.

E. The Debtors have fully complied with Section 1129(a)(5) with
  the disclosure in the Plan Supplement of the identity and
  affiliations of the persons proposed to serve as the initial
  directors and officers of the Reorganized Debtors after
  confirmation of the Plan.

F. In conformance with Section 1129(a)(6), the Plan does not
  provide for any rate changes over which a governmental
  regulatory commission has jurisdiction.

G. The Plan satisfies the "best interest of creditors" test,
  pursuant to Section 1129(a)(7).  The liquidation analysis
  provided in the Disclosure Statement is (persuasive and
  credible, (ii) has not been controverted by other evidence,
  (iii) based on reasonable and sound assumptions, and (iv)
  provides a reasonable estimate of the liquidation values upon
  conversion to a case under Chapter 7 of the Bankruptcy Code.

H. Classes 1(a)-(g), Classes 2(a-)c), Class 3, Classes 4(a)-(g),
  Classes 6(a)-(c), Classes 7(a)-(g), Class 8, Classes 9(a)-(g)
  and Classes 10(b)-(g) are unimpaired by the Plan and,
  accordingly, holders of Claims in these Classes are
  conclusively presumed to have accepted the Plan pursuant to
  Section 1126(f) of the Bankruptcy Code.  Class 10(a) is
  impaired by the Plan.  At least two-thirds in amount of the
  Allowed Equity Interests held by equity holders in Class 10(a)
  that voted, even excluding the votes of Insiders, have voted
  to accept the Plan, in accordance with Section 1126(d).

I. The treatment of Administrative Expense Claims, Priority
  Claims, Secured Tax Claims and Other Priority Claims pursuant
  to the Plan satisfies the requirements of Section 1129(a)(9).

J. Section 1129(a)(10) is inapplicable in these cases, as the
  Plan does not impair any Class of Claims.

K. The evidence proffered at the Confirmation Hearing (i) is
  persuasive and credible, (ii) has not been controverted by
  other evidence, and (iii) establishes that the Plan is
  feasible and that there is a reasonable prospect of the
  Reorganized Debtors being able to meet their financial
  obligations under the Plan and their business in the ordinary
  course, and that the confirmation of the Plan is not likely to
  be followed by the liquidation or the need for further
  financial reorganization of the Reorganized Debtors, thereby
  satisfying Section 1129(a)(11) of the Bankruptcy Code.

L. The Debtors have paid or will pay on the Effective Date, all
  fees due and payable pursuant to Section 1930 of the Judiciary
  and Judicial Procedures Code, thereby satisfying Section
  1129(a)(12) of the Bankruptcy Code.

M. In accordance with Section 1129(a)(13), the Plan provides that
  on and after the Effective Date, the Reorganized Debtors will
  continue to pay all retiree benefits of the Debtors, if any,
  for the duration of the period for which the Debtors obligated
  themselves to provide these benefits, subject to the
  Reorganized Debtors' right to modify or terminate the
  benefits, if any, in accordance with the terms thereof.

N. Section 1129(a)(14) is inapplicable in these cases because the
  Debtors are not required by a judicial or administrative
  order, or by statute, to pay a domestic support obligation.

O. Each of the Debtors is a corporation and does not need to pay
  five years' worth of disposable income to unsecured creditors.
  Accordingly, Section 1129(a)(15) is not applicable in these
  Chapter 11 cases.

P. The Plan does not provide for transfers of property by
  non-profit entities, and each of the Debtors is a moneyed,
  business, or commercial corporation.  Accordingly, Section
  1129(a)(16) is not applicable in these Chapter 11 cases.

Judge Lynn ruled that the Confirmation Order is and will be
deemed a separate Confirmation Order with respect to each of the
Debtors in each Debtor's separate Chapter 11 cases for all
purposes.  Judge Lynn further ruled that the confirmation of the
Debtors' Plan of Reorganization will take effect on December 21,
2009.

A full-text copy of the Confirmation Order, signed by Judge Lynn
on December 10, 2009, is available for free at:

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

                        Other Provisions

For reasons stated on the record, Judge Lynn overruled all
objections, responses, statements, and comments in
opposition to the Plan, other than those withdrawn with prejudice
in their entirety prior to the Confirmation Hearing or otherwise
resolved on the record of the Confirmation Hearing or addressed
by the Confirmation Order or any future order of the Court
contemplated by the Confirmation Order.

The objection filed by (i) United Food & Commercial Workers
International Union - Industry Pension Fund, (ii) United Food
& Commercial Workers International Union, (iii) Atmos Energy
Marketing, LLC and Atmos Energy Corporation, and (iv) Old
Republic Insurance Company to cure amounts or assumption or
rejection of certain contracts will be discussed in a hearing on
December 15, 2009.

The Reorganized Debtors and the disbursing Agents will have no
obligation to recognize the transfer of or the sale of any
participation in, any Allowed Claim that occurs after
December 24, 2009, Judge Lynn ruled.

The Reorganized Debtors and the Disbursing Agents will have
no obligation to recognize the transfer of any Equity Interest
that occurs after the Effective Date, and will be entitled for
all purposes herein to recognize and distribute only to those
holders of Equity Interests who are holders of "Equity
Distribution Record Date."

Any distributions under the Plan that are unclaimed for a period
of one year after distribution will be unclaimed distributions
and any entitlement of any holder of any Claim to those
distributions will be extinguished and forever barred.  These
unclaimed distributions will revert to the applicable Reorganized
Debtor.

The Exit Facility Documents are approved in their entirety, Judge
Lynn decreed.

All applications for final allowance of compensation for services
rendered or reimbursement of expenses incurred throughout and
including the Confirmation Date under Sections 328 and 330 of the
Bankruptcy Code will be due on or before March 31, 2010.

                    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. filed for Chapter 11 on December 1, 2008
(Bankr. N.D. Tex. Lead Case No. 08-45664).  Weil, Gotshal & Manges
LLP served as bankruptcy counsel.  Lazard Freres & Co., LLC, was
the Company's investment bankers.  Kurtzman Carson Consulting LLC
served as claims and notice agent.  Kelly Hart and Brown Rudnick
represented the official equity committee.  Attorneys at Andrews
Kurth LLP represented the official committee of unsecured
creditors.

On Dec. 10, 2009, the Bankruptcy Court entered an order confirming
Pilgrim's Pride's Chapter 11 plan of reorganization.  The plan
relies upon a sale of the business to JBS SA.


PILGRIM'S PRIDE: Court OKs $1.750 Bil. Exit Financing Facility
--------------------------------------------------------------
Bankruptcy Judge Michael Lynn authorized Pilgrim's Pride
Corporation to enter into bankruptcy exit financing.

Pilgrim's Pride and certain of its subsidiaries, consisting of To-
Ricos, Ltd., and To-Ricos Distribution, Ltd., expect to enter into
the Exit Credit Facility that provides for an aggregate commitment
of up to $1.750 billion consisting of:

  -- a revolving loan commitment of at least $600 million,

  -- a term loan A commitment of up to $375 million, and

  -- a term loan B commitment of up to $775 million.

The revolving loan commitment will mature in 2012.  Term A loans,
which cannot exceed $375 million in the aggregate, will mature in
2012.  Term B loans, which cannot exceed $775 million in the
aggregate, will mature in 2014.  CoBank ACB will serve as
administrative agent on behalf of the lenders under the Exit
Credit Facility.  PPC has received non-binding mandate letters
from the potential lenders party to the Exit Credit Facility.

The Term A loans mature three years from the effective date of
the Exit Credit Facility and must be repaid in 12 equal quarterly
principal installments of $12.5 million beginning on April 15,
2010, with the final installment due on the maturity date for the
Term A loans.  The Term B loans mature five years from the
effective date of the Exit Credit Facility and must be repaid in
16 equal quarterly principal installments of $12.5 million
beginning on April 15, 2011, with the final installment due on
the maturity date for the Term B loans.  Additionally, following
the end of each fiscal year, a portion of PPC's cash flow must be
used to repay outstanding principal amounts under the Term A and
Term B loans.  Covenants in the Exit Credit Facility will also
require the Company to use the proceeds it receives from certain
asset sales and specified debt or equity issuances and upon the
occurrence of other events to repay outstanding borrowings under
the Exit Credit Facility.

Outstanding borrowings under the revolving loan commitment will
bear interest at a per annum rate equal to 3.50% plus the greater
of (i) the U.S. prime rate as published by the Wall Street
Journal, (ii) the average federal funds rate plus 0.5%, and (iii)
the one-month LIBOR rate plus 1.0%, in the case of alternate base
rate loans, or 4.50% plus the one, two, three or six month LIBOR
rate adjusted by the applicable statutory reserve, in the case of
Eurodollar loans.  Outstanding Term A and Term B-1 loans will
bear interest at a per annum rate equal to 4.00% plus greater of
(i) the U.S. prime rate, as published by the Wall Street Journal,
(ii) the average federal funds rate plus 0.5%, and (iii) the one
month LIBOR rate plus 1.0%, in the case of alternate base rate
loans, or 5.00%, plus the one, two, three or six month LIBOR Rate
adjusted by the applicable statutory reserve, in the case of
Eurodollar loans. Outstanding Term B-2 loans will bear interest
at a per annum rate equal to 9.00%.

The proceeds of the borrowings under the Exit Credit Facility
will be used to (i) repay outstanding secured and unsecured
indebtedness of the Company and (ii) pay fees, costs and expenses
related to and contemplated by the Exit Credit Facility and the
Plan.  In addition, proceeds of the borrowings under the
revolving loan commitment may be used to finance the general
corporate purposes of the borrowers, including capital
expenditures, permitted acquisitions and principal and interest
under the Exit Credit Facility.

All obligations under the Exit Credit Facility will be
unconditionally guaranteed by certain of PPC's subsidiaries and
will be secured by a first priority lien on (i) the domestic
(including Puerto Rico) accounts and inventory of the Company and
its subsidiaries, (ii) 100% of the equity interests in the To-
Ricos Borrowers and PPC's domestic subsidiaries and 65% of the
equity interests in PPC's direct foreign subsidiaries, (iii)
substantially all of the personal property and intangibles of the
Company, the To-Ricos Borrowers and the guarantor subsidiaries,
and (iv) substantially all of the real estate and fixed assets of
the Company and the subsidiary guarantors.

On the Effective Date, all liens and security interests to be
granted in accordance with the Exit Facility will be deemed to be
approved and will be legal, binding and enforceable liens.

                    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. filed for Chapter 11 on December 1, 2008
(Bankr. N.D. Tex. Lead Case No. 08-45664).  Weil, Gotshal & Manges
LLP served as bankruptcy counsel.  Lazard Freres & Co., LLC, was
the Company's investment bankers.  Kurtzman Carson Consulting LLC
served as claims and notice agent.  Kelly Hart and Brown Rudnick
represented the official equity committee.  Attorneys at Andrews
Kurth LLP represented the official committee of unsecured
creditors.

On Dec. 10, 2009, the Bankruptcy Court entered an order confirming
Pilgrim's Pride's Chapter 11 plan of reorganization.  The plan
relies upon a sale of the business to JBS SA.


PILGRIM'S PRIDE: Court OKs Stockholders Pact With JBS USA
---------------------------------------------------------
Bankruptcy Judge Michael Lynn also approved, and authorized the
Debtors to enter into, the Stockholders Agreement with JBS USA and
will adopt and file the Restated Certificate of Incorporation with
the U.S. Securities and Exchange Commission.

The Restated Certificate of Incorporation will provide that the
total number of shares of all classes of stock which Pilgrim's
Pride Company will have the authority to issue is 850,000,000,
consisting of 800,000,000 shares of common stock and 50,000,000
shares of preferred stock.

The Stockholders Agreement and the Restated Certificate of
Incorporation will govern the constitution of PPC's board of
directors and the selection of its members.  The Stockholders
Agreement, among other things, will also restrict the ability of
JBS USA to purchase shares of the common stock of Reorganized
PPC, require the approval of PPC's stockholders with respect to
specified amendments to the Restated Certificate of Incorporation
and Restated Bylaws and require JBS USA to use commercially
reasonable efforts to maintain the listing of the common stock of
Reorganized PPC on a national securities exchange.  Among other
rights, the Restated Certificate of Incorporation provides that,
if JBS USA completes an initial public offering of its common
stock, then, JBS USA has the right to exchange all of the
outstanding common stock of Reorganized PPC for JBS USA common
stock.

For a period beginning upon the completion of the offering and
ending two years and 30 days after the effective date of the
Plan, JBS USA may exercise this exchange right during limited
exchange windows in each fiscal quarter beginning six trading
days after both Reorganized PPC and JBS USA have made their
respective periodic reports or earnings releases for the
preceding quarter or year, as applicable, and ending on the last
day of the fiscal quarter during which the report or release was
made.

The number of shares of JBS USA common stock to be issued in
exchange for the Reorganized PPC common stock will be dependent
upon the relative average volume-weighted daily trading prices
per share of the common stock of Reorganized PPC and the JBS USA
common stock during the period immediately preceding the time JBS
USA exercises its exchange right.  Holders of Reorganized PPC's
common stock may ultimately receive shares of JBS USA common
stock.

                    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. filed for Chapter 11 on December 1, 2008
(Bankr. N.D. Tex. Lead Case No. 08-45664).  Weil, Gotshal & Manges
LLP served as bankruptcy counsel.  Lazard Freres & Co., LLC, was
the Company's investment bankers.  Kurtzman Carson Consulting LLC
served as claims and notice agent.  Kelly Hart and Brown Rudnick
represented the official equity committee.  Attorneys at Andrews
Kurth LLP represented the official committee of unsecured
creditors.

On Dec. 10, 2009, the Bankruptcy Court entered an order confirming
Pilgrim's Pride's Chapter 11 plan of reorganization.  The plan
relies upon a sale of the business to JBS SA.


PILGRIM'S PRIDE: To Offer 3 Million Shares of Stock to D. Jackson
-----------------------------------------------------------------
In a Form S-8 filed with Securities and Exchange Commission,
dated December 8, 2009, Pilgrim's Pride Corporation has
registered 3,085,656 shares of common stock par value at $0.01
per share, pursuant to an amended and restated employment
agreement, dated January 27, 2009, between PPC and Don Jackson,
the company president and chief executive officer.

PPC will sell the 3,085,656 shares at $6.90 per share, or for a
maximum aggregate offering price of $21,291,027.  This price is
determined in accordance with Rules 457(c) and (h) under the
Securities Act, based on the average of the high and low prices
on the Common Stock on December 3, 2009, as reported on the Pink
Sheets Electronic Quotation Service.

PPC's Chairman of the Board, Lonnie "Bo" Pilgrim, said the
Registration Statement, which relates to the 3,085,656 shares of
Common Stock which may be offered from time to time to Mr.
Jackson for his own account.

Further, Mr. Pilgrim disclosed that the Registration Statement
has been prepared to allow for future sale to the Public by Mr.
Jackson, on a continuous delayed basis.  Mr. Jackson and any
participating broker or dealer may be deemed to be an
"underwriter" within the meaning of the Securities Act, in which
event any profit on the sale of shares my Mr. Jackson and any
commissions or discounts received by those brokers of dealers may
be deemed to be underwriting compensation under the Securities
Act.

                    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. filed for Chapter 11 on December 1, 2008
(Bankr. N.D. Tex. Lead Case No. 08-45664).  Weil, Gotshal & Manges
LLP served as bankruptcy counsel.  Lazard Freres & Co., LLC, was
the Company's investment bankers.  Kurtzman Carson Consulting LLC
served as claims and notice agent.  Kelly Hart and Brown Rudnick
represented the official equity committee.  Attorneys at Andrews
Kurth LLP represented the official committee of unsecured
creditors.

On Dec. 10, 2009, the Bankruptcy Court entered an order confirming
Pilgrim's Pride's Chapter 11 plan of reorganization.  The plan
relies upon a sale of the business to JBS SA.


PILGRIM'S PRIDE: Expects to Ink $1.75BB Exit Facility with CoBank
-----------------------------------------------------------------
Pilgrim's Pride Corporation and certain of its subsidiaries,
consisting of To-Ricos, Ltd. and To-Ricos Distribution, Ltd.,
expect to enter into an Exit Credit Facility that provides for an
aggregate commitment of up to $1,750,000,000 consisting of:

     (i) a revolving loan commitment of at least $600 million,
    (ii) a term loan A commitment of up to $375 million, and
   (iii) a term loan B commitment of up to $775 million.

The revolving loan commitment will mature in 2012.  Term A loans,
which cannot exceed $375 million in the aggregate, will mature in
2012.

Term B loans, which cannot exceed $775 million in the aggregate,
will mature in 2014.

CoBank ACB will serve as administrative agent on behalf of the
lenders under the Exit Credit Facility.  The Company has received
non-binding mandate letters from the potential lenders party to
the Exit Credit Facility.

The Term A loans mature three years from the effective date of the
Exit Credit Facility and must be repaid in 12 equal quarterly
principal installments of $12.5 million beginning on April 15,
2010, with the final installment due on the maturity date for the
Term A loans.  The Term B loans mature five years from the
effective date of the Exit Credit Facility and must be repaid in
16 equal quarterly principal installments of $12.5 million
beginning on April 15, 2011, with the final installment due on the
maturity date for the Term B loans.

Additionally, following the end of each fiscal year, a portion of
the Company's cash flow must be used to repay outstanding
principal amounts under the Term A and Term B loans.  Covenants in
the Exit Credit Facility will also require the Company to use the
proceeds it receives from certain asset sales and specified debt
or equity issuances and upon the occurrence of other events to
repay outstanding borrowings under the Exit Credit Facility.

Outstanding borrowings under the revolving loan commitment will
bear interest at a per annum rate equal to 3.50% plus the greater
of (i) the U.S. prime rate as published by the Wall Street
Journal, (ii) the average federal funds rate plus 0.5%, and (iii)
the one-month LIBOR rate plus 1.0%, in the case of alternate base
rate loans, or 4.50% plus the one, two, three or six month LIBOR
rate adjusted by the applicable statutory reserve, in the case of
Eurodollar loans.

Outstanding Term A and Term B-1 loans will bear interest at a per
annum rate equal to 4.00% plus greater of (i) the U.S. prime rate,
as published by the Wall Street Journal, (ii) the average federal
funds rate plus 0.5%, and (iii) the one month LIBOR rate plus
1.0%, in the case of alternate base rate loans, or 5.00%, plus the
one, two, three or six month LIBOR Rate adjusted by the applicable
statutory reserve, in the case of Eurodollar loans. Outstanding
Term B-2 loans will bear interest at a per annum rate equal to
9.00%.

The proceeds of the borrowings under the Exit Credit Facility will
be used to (i) repay outstanding secured and unsecured
indebtedness of the Company and (ii) pay fees, costs and expenses
related to and contemplated by the Exit Credit Facility and the
Plan. In addition, proceeds of the borrowings under the revolving
loan commitment may be used to finance the general corporate
purposes of the borrowers (including capital expenditures,
permitted acquisitions and principal and interest under the Exit
Credit Facility).

All obligations under the Exit Credit Facility will be
unconditionally guaranteed by certain of the Company's
subsidiaries and will be secured by a first priority lien on (i)
the domestic (including Puerto Rico) accounts and inventory of the
Company and its subsidiaries, (ii) 100% of the equity interests in
the To-Ricos Borrowers and the Company's domestic subsidiaries and
65% of the equity interests in the Company's direct foreign
subsidiaries, (iii) substantially all of the personal property and
intangibles of the Company, the To-Ricos Borrowers and the
guarantor subsidiaries, and (iv) substantially all of the real
estate and fixed assets of the Company and the subsidiary
guarantors.

As reported by the Troubled Company Reporter, the Bankruptcy Court
on December 10, 2009, entered an order approving and confirming
the Debtors' Amended Joint Plan of Reorganization.  The Debtors
expect to emerge from the Chapter 11 bankruptcy proceedings by
December 28, 2009.

The Plan is premised on (i) a transaction with JBS USA whereby JBS
USA will purchase approximately 64% of the common stock of
Reorganized PPC in exchange for $800 million in cash, to be used
by the Debtors to, among other things, fund distributions to
holders of allowed claims under the Plan, and (ii) the Debtors
entering into the Exit Credit Facility.

                       About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represent the official committee of unsecured
creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PRIMUS TELECOM: Announces Pricing of U.S. and Canadian Notes
------------------------------------------------------------
In a regulatory filing Monday, Primus Telecommunications Group,
Incorporated announced the pricing of an offering by its wholly-
owned subsidiaries, Primus Telecommunications Holding, Inc. (the
"U.S. Issuer") and Primus Telecommunications Canada, Inc. (the
"Canadian Issuer") for $130,000,000 principal amount of units,
each unit to consist of $653.85 principal amount of 13% Senior
Secured Notes due 2016 issued by the U.S. Issuer and $346.15
aggregate principal amount of 13% Senior Secured Notes due 2016
issued by the Canadian Issuer.

The U.S. Notes and the Canadian Notes will be senior secured
obligations of the U.S. Issuer and the Canadian Issuer,
respectively.  The U.S. Notes will be guaranteed on a senior
secured basis by Primus and each of its existing and future United
States subsidiaries, subject to certain exceptions. The Canadian
Notes will be guaranteed on a senior secured basis by 3082833 Nova
Scotia Company and each of the Canadian Issuer's existing and
future Canadian subsidiaries. The Canadian Notes will also be
guaranteed on a senior unsecured basis by Primus.

The U.S. Issuer and the Canadian Issuer will pay interest on the
notes semi-annually in arrears on June 15 and December 15 in each
year, commencing on June 15, 2010.  Beginning December 15, 2013,
the Issuers may redeem any or all of the notes at specified
redemption prices together with accrued and unpaid interest to the
redemption date.  In addition, at any time on or before
December 15, 2012, the Issuers may use the proceeds of certain
equity offerings to redeem up to 35% of the aggregate principal
amount of the Notes at a redemption price equal to 113% of the
principal amount thereof, together with accrued and unpaid
interest to the redemption date.  If a change of control occurs,
the Issuers will be required to make an offer to purchase the
Notes at a price equal to 101% of the principal amount thereof,
together with accrued and unpaid interest to the repurchase date.

Primus intends to use the proceeds of the offering to repay
indebtedness under and terminate its approximately $94.8 million
senior secured term loan facility and approximately $27.0 million
Canadian secured credit facility, each of which are due in 2011,
and to pay related fees and expenses.

The Units were offered in a private offering that was exempt from
the registration requirements of the Securities Act of 1933, as
amended.  The Units were offered within the United States only to
qualified institutional buyers in accordance with Rule 144A under
the Securities Act and outside the United States only to non-U.S.
investors in accordance with Regulation S under the Securities
Act.  Neither the Units nor the underlying Notes have been
registered under the Securities Act or the securities laws of any
other jurisdiction.  Unless so registered, neither the Units nor
the underlying Notes may be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
and applicable state securities laws.

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTC BB: PMUG) --
http://www.primustel.com/-- is an integrated communications
services provider offering international and domestic voice,
voice-over-Internet protocol (VOIP), Internet, wireless, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and Western Europe.  PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 500 points-of-presence (POPs)
throughout the world, ownership interests in undersea fiber optic
cable systems, 18 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide.  Founded in 1994, PRIMUS is based in
McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.

The Debtors filed their proposed plan of reorganization together
with their bankruptcy petitions on March 16, 2009.  An amended
reorganization plan was filed April 27, 2009 and the final plan
was filed on June 12, 2009.  Primus has implemented its Chapter 11
reorganization plan.  Primus' Chapter 11 plan was confirmed by the
U.S. Bankruptcy Court for the District of Delaware on June 12,
2009.

                          *     *     *

As reported in the Troubled Company Reporter on December 8, 2009,
Standard & Poor's Rating Services assigned its 'B-' corporate
credit rating to Primus Telecommunications Group Inc.  S&P also
assigned 'B' issue-level and '2' recovery ratings to an
aggregate $130 million of debt expected to be issued by two Primus
units: Primus Telecommunications Holding Inc.'s $85 million senior
secured notes due 2016 and Primus Telecommunications Canada Inc.'s
$45 million senior secured notes due 2016.  The '2' recovery
rating indicates expectations for substantial (70%-90%) recovery
of principal in the event of payment default.

At the same time S&P assigned its 'CCC+' issue-level and '5'
recovery ratings to unit Primus Telecommunications IHC Inc.'s
existing $123 million senior secured subordinated notes due 2013.
The '5' recovery rating on the notes indicates expectations for
modest (10%-30%) recovery in the event of payment default.
Outstanding debt, pro forma for the new notes, will be
approximately $260 million, not adjusted for operating leases.
Primus emerged from Chapter 11 bankruptcy on July 1, 2009, having
discharged over half of its pre-petition debt.


PRIVE VEGAS: Owners Want Lease Agreement Enforced
-------------------------------------------------
Arnold M. Knightly at Las Vegas Review-Journal relates that owners
of Prive Vegas LLC's nightclub at Planet Hollywood Resort asked a
federal judge to enforce a lease agreement for a new nightclub in
Mandalay Place.

Mandalay said it declined to confirm the lease because the club's
managers are no longer part with the nigthclub, Mr. Knightly says.
Mandalay further said it wants to change the five-year lease
agreement to a month-to-month lease, among other things, he adds.

Prive Vegas owns the Living Room and Prive, adjacent nightclubs
inside the Planet Hollywood Resort and Casino in Las Vegas.  The
nightclubs opened this year, according to the clubs' Web site.
Prive Vegas LLC filed for Chapter 11 protection in Miami (Bankr.
S.D. Fla. Case No. 09-34880).  The case was assigned to U.S.
Bankruptcy Judge A. Jay Cristol.  The petition says debt is
$1 million to $10 million while assets are less than $1 million.


PROTOSTAR LTD: Loses Bid For $185M Stalking Horse Deal
------------------------------------------------------
Law360 reports a bankruptcy judge has rejected ProtoStar Ltd.'s
emergency bid to approve a $185 million stalking horse deal with
SES Satellite Leasing Ltd. for the sale of a satellite, which
would have included a 3 percent breakup fee.

As reported by the TCR on Nov. 12, ProtoStar has won approval to
sell the ProtoStar I satellite and related equipment for $210
million to an affiliate of Intelstat Holdings Ltd.

The Official Committee of Unsecured Creditors has a suit pending
where it contends secured lenders don't have valid liens securing
aUS$10 million working capital loan and US$183 million in 12.5%
and 18% secured notes.  The creditors believe the noteholders and
working capital lenders filed notices of their security interests
in the wrong place, as a result invalidating their liens.  If the
Creditors Committee wins the lawsuit, the lenders would have an
unsecured creditor status and they won't be paid ahead of other
creditors.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.  In their
petition, the Debtors listed between US$100 million and US$500
million each in assets and debts.  As of December 31, 2008,
ProtoStar's consolidated financial statements, which include non-
debtor affiliates, showed total assets of US$463,000,000 against
debts of US$528,000,000.


PROTOSTAR LTD: Committee Moves to Void $242-Mil. Lien
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the official
creditors' committee for ProtoStar Ltd. is asking the Bankruptcy
Court for authority to prosecute a lawsuit aimed at voiding a
$242 million security interest underpinning the so-called Credit
Suisse facility.

The Creditors Committee, according to the report, contends that
the security interest wasn't perfected with proper filings.  Where
the lenders filed notices of the security interest in Bermuda and
Washington, the creditors' panel contends that the filing should
have been in California.

The Creditors Committee previously filed a complaint contending
that a different group of secured lenders don't have valid liens
securing a $10 million working capital loan and $183 million in
12.5 percent and 18 percent secured notes.  The creditors believe
the noteholders and working capital lenders filed notices of their
security interests in the wrong place, as a result invalidating
their liens.  If the Creditors Committee wins the lawsuit, the
lenders would have an unsecured creditor status and they won't be
paid ahead of other creditors.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.  In their
petition, the Debtors listed between US$100 million and US$500
million each in assets and debts.  As of December 31, 2008,
ProtoStar's consolidated financial statements, which include non-
debtor affiliates, showed total assets of US$463,000,000 against
debts of US$528,000,000.


RANCHER ENERGY: GasRock Cash Collateral Hearing Set for Jan. 27
---------------------------------------------------------------
The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado authorized, on a second interim order,
Rancher Energy Corp. to:

   -- use cash securing repayment of loans with GasRock Capital
      LLC; and

   -- grant adequate protection to GasRock Capital.

A final hearing on the Debtor's cash collateral motion is
scheduled for January 27, 2010, at 1:30 p.m. (Mountain Time.)

GasRock Capital LLC asserts first priority liens on substantially
all prepetition assets of the Debtor.

As reported in the Troubled Company Reporter on Nov. 9, 2009, the
Debtor said that based on the value of its assets, GasRock is
over-secured in the amount of no less than $3 million.

The Debtor would use the cash on hand and cash flow from
production to pay prepetition wages and salaries of employees and
post-petition wages and salaries to approved professionals and
operating expenses.

As adequate protection, GasRock is granted, among other things:

     -- a replacement lien on all postpetition accounts
        receivable; and

     -- adequate insurance coverage on personal property assets.

                      About Rancher Energy

Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka
Metalix, Inc., develops and produces oil in North America.
It operates three fields, including the South Glenrock B Field,
the Big Muddy Field, and the Cole Creek South Field in the Powder
River Basin, Wyoming in the Rocky Mountain region of the United
States.  The company was formerly known as Metalex Resources, Inc.
and changed its name to Rancher Energy Corp. in April 2006.
Rancher Energy Corp. was founded in 2004 and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


RICHARD HINDIN: Meeting of Creditors Scheduled for January 7
------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Richard J. Hindin's Chapter 11 case on January 7, 2010, at
11:00 a.m.  The meeting will be held at 115 South Union Street,
Suite 208, Alexandria, Virginia.

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.

McLean, Virginia-based Richard J. Hindin filed for Chapter 11 on
November 27, 2009 (Bankr. E.D. Va. Case No. 09-19741.)  Stephen W.
Nichols, Esq. at Cooter, Mangold, Deckelbaum & Karas, LLP
represents the Debtor in its restructuring effort.  In his
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


RICHARD HINDIN: Wants Schedules Filing Extended Until Dec. 31
-------------------------------------------------------------
Richard J. Hindin asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to extend until December 31, 2009, the time
to file his lists, schedules of assets and liabilities and
statement of financial affairs.

The Debtor relates that he was unable to complete the draft and
review by the prescribed period.  The Debtor add that the
bankruptcy case was filed on an emergency basis due to the attempt
to enforce a foreign judgment entered in favor of a creditor,
Split Timber Holdings, LP.

McLean, Virginia-based Richard J. Hindin filed for Chapter 11 on
November 27, 2009 (Bankr. E.D. Va. Case No. 09-19741.)  Stephen W.
Nichols, Esq. at Cooter, Mangold, Deckelbaum & Karas, LLP
represents the Debtor in his restructuring effort.  In his
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


RICHARD W MANN: Judge Ends Bankruptcy Protection for Incompliance
-----------------------------------------------------------------
Columbus Dispatch reports that the Bankruptcy Court has dismissed
the bankruptcy case filed Rick Mann, leaving the owner's Milo Arts
building open to foreclosure.

U.S. Bankruptcy Judge C. Kathryn Preston dropped the case despite
Mr. Mann's plea for more time to comply with the requirements set
by the Court.  The Court has required him to file federal tax
returns for 2000 through 2008 and submit a business plan by
Dec. 1.

According to the Columbus Dispatch, Mr. Mann told the Court that
winds from the remnants of Hurricane Ike damaged the roof of one
wing of the building at 617 E. 3rd Ave. in September of 2008,
making it impossible for him comply with the terms of the
bankruptcy he filed in May.


Richard W. Mann, Jr., filed for Chapter 11 on May 29, 2009 (Bankr.
S.D. Oh. Case NO. 09-56114).  Robert E. Bardwell, Esq., represents
the Debtor.  The petition said that assets and debts range from
$1,000,001 to $10,000,000.


SANTA RITA: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Santa Rita Acquisitions
        Monterrey Industrial Park
        5 Acacia St.
        Puerto Nuevo, PR 00920

Bankruptcy Case No.: 09-10736

Chapter 11 Petition Date: December 15, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  Fuentes Law Offices
                  PO Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  Email: alex@fuentes-law.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

According to the schedules, the Company has assets of $2,000,000
and total debts of $48,026,000.

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

             http://bankrupt.com/misc/prb09-10736.pdf

The petition was signed by Gerardo A. Angulo Mestas, president of
the Company.


SCOTT LIGGIONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Scott L. Liggions
        506 W 8th St
        Plainfield, NJ 07060-2306

Bankruptcy Case No.: 09-43724

Chapter 11 Petition Date: December 15, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtor's Counsel: Marc C. Capone, Esq.
                  Capone and Keefe, PC
                  60 Highway 71, Unit 2
                  Spring Lake Heights, NJ 07762
                  Tel: (732) 528-1166
                  Email: mcapone@caponeandkeefe.com

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

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

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

The petition was signed by Mr. Liggions.


SPA CHAKRA: Receives Court Approval of First Day Motions
--------------------------------------------------------
Spa Chakra, Inc., a global luxury spa network, successfully
achieved its critical goals, receiving approval from the U.S.
Bankruptcy Court to:

    -- honor and fulfill all gift card and other customer loyalty
       programs;

    -- continue to pay its employees; and

    -- be provided capital under a debtor-in-possession or
       "dip" financing from hercules technology growth capital,
       inc.

Under the court approved DIP financing, Spa Chakra will continue
to receive financial support from its lender to ensure that
existing operations will continue with little to no disruptions or
impact on its business operations, enabling the Company to
continue to provide the sophisticated and high-level services its
loyal customer base expects.

Mike Canizales, CEO and Founder of Spa Chakra added, "Gift cards
are an integral part of our business and extremely important to
our clients during the holiday season.  We are thankful to be able
to act quickly to resolve any concerns in advance."

                      About Spa Chakra

Initially founded in 1998 in Australia, Spa Chakra has continued
to expand both domestically and overseas.  Uniquely positioned in
the marketplace, Spa Chakra has developed an award winning network
of 16 luxury spas worldwide.  Spa Chakra represents leading high-
end luxury cosmetic and spa brands and is recognized as one of the
top spa operators in the world.

The Company filed a balance sheet showing assets of $28.4 million
and debt totaling $22.9 million.  The largest liability is a
$11.1 million loan from Hercules.

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York
(Bankr. S.D.N.Y. Case No. 09-17260).


SPANSION INC: Addresses Objections to Plan Outline
--------------------------------------------------
Various parties have filed objections to the disclosure statement
explaining Spansion Inc.'s reorganization plan.

Samsung Electronics Co., Ltd., has objected to the Disclosure
Statement on the basis that it fails to provide sufficient
disclosure regarding the likely range of Allowed Claims in Class
5B General Unsecured Claims.  Samsung asks that the Disclosure
Statement be amended to include a disclosure that it has "disputed
contingent, unliquidated prepetition claims that, if allowed, will
be treated as Class 5B General Unsecured Claims under the Plan."
Samsung believes its claims are substantial and disagrees with the
Debtors' $100 million estimate of aggregate allowable unliquidated
claims.

Spansion Japan Limited asserts that the Amended Disclosure
Statement is still silent on the potential impact of Spansion
Japan's administrative expense claim on the Debtors' ability to
confirm the Amended Plan.

Wilmington Trust, as successor indenture trustee, avers that the
Debtors fail, in both the proposed amended plan of reorganization
and proposed amended disclosure statement, adequately to reserve
distributions of New Spansion Common Stock attributable to
holders of the Subordinated Notes.

GE Financial Services Corporation asserts that the Amended
Disclosure Statement does not explain other failures of
disclosures including that the Debtors have not disclosed their
direct actions taken to obtain the financing provided by the
Spansion Japan Limited Secured Lenders to fund a portion of the
$1.2 billion build-out of their operations in Japan.

The Official Committee of Unsecured Creditors avers that it does
not believe that treatment of the Floating Rate Notes under the
Revised Plan adequately addresses its concerns with respect to
the payment of FRN claims in excess of 100%.

The Informal Group of 11.25% Senior Noteholders complains that
the Amended Plan overpays FRN Claimholders in contravention of
the absolute priority rule.  Specifically, the Informal Group
notes, each FRN Claimholder receives its pro rata share of
(a) cash amounting to $158.3 million plus the amount of all
accrued and unpaid interest accruing from the Petition Date, (b)
$237.5 million of New Senior Notes and (c) $237.5 of New
Convertible Notes.

                        Debtors Respond

The Debtors tell the Court that they have incorporated additions
or modifications to the Second Amended Disclosure Statement to
address the objections raised by the parties.

The Debtors assert that a Disclosure Statement is not required to
include every conceivable item of interest to any creditor,
equity interest holder or party-in-interest.  The Debtors
maintain that all that is required is that "adequate information"
be provided.

The Debtors aver that the Second Amended Disclosure Statement
provides ample information of the kinds that bankruptcy courts
have held to constitute "adequate information," and, therefore,
the Second Amended Disclosure Statement satisfy fully the
requirements of Section 1125 of the Bankruptcy Code.

According to the Debtors, the remaining disclosures requested by
the objections:

  (a) are not necessary to provide sufficient information and
      indeed, in some cases constitute extraneous, argumentative
      or misleading matters which could confuse the creditors
      entitled to vote on the Plan; or

  (b) raise issues which relate to the confirmation of the
      Second Amended Plan and not disclosure issues.

In separate filing and in reply to Tessera's objection, the
Debtors tell the Court that the Disclosure Statement has been
amended to describe more fully Tessera's alleged claims.

In reply to GE Financial Services Corporation's Objection, the
Debtors aver that GE's efforts to seek additional disclosure is
not designed to help the Debtors' estates, but a calculated
attempt to upset, hinder and delay any negotiations.  The Debtors
assert that the objection represents another attempt to delay
their confirmation, and extort a payment from them.  The Debtors
tell the Court that they have revised the First Amended
Disclosure Statement and the First Amended Plan to include
additional or modified information and disclosures, thereby
rendering moot substantially all of the disclosure-related
concerns raised in the objection.

A comprehensive summary of Disclosure Statement objections and
the Debtors' responses, is available for free at:

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

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Committee Wants Plan Exclusivity Terminated
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Spansion Inc.
asks the Court to terminate the Debtors' exclusive periods to file
a plan of reorganization and solicit acceptances of that Plan.
The Committee has determined that it is in the best interests of
creditors to propose its own plan of reorganization for the
Debtors due to the numerous issues present in the First Amended
Joint Plan of Reorganization and the Debtors' unwillingness to
respond to its request to address these issues.

The Committee previously endorsed the Debtors' Joint Plan of
Reorganization, dated October 2, 2009, originally filed with the
Court.  However, after weeks of additional review analysis and
broad consultation with its constituents, the Committee has
determined that the Prior Plan paid the holders of FRNs more than
in full and, therefore, the Prior Plan had to be amended to be
confirmable.

Specifically, the Committee proposed material changes to the
treatment of claims of the FRNs with respect to:

  (i) the equity in the Reorganized Spansion Inc. to be received
      by the FRNs under the Prior Plan;

(ii) the "no-call" feature of the convertible debt instrument
      to be received by the FRNs under the Prior Plan; and

(iii) the number of directors of Reorganized Spansion Inc.
      appointed by the FRNs.

Although the Debtors filed a Revised Plan and Revised Disclosure
Statement, the Committee does not believe that the Debtors have
adequately addressed the issues relating to the claims of the
FRNs.  Specifically, the Committee notes, the FRNs' unwillingness
to part with the "no-call" feature of the Convertible Debt
suggests that the FRNs believe that there is a substantial
financial benefit to be gained through the conversion of that
instrument into equity of Reorganized Spansion Inc.

"[A]s a result of the Committee's decision not to support the
Revised Plan, the Debtors and the FRNs decided to 'punish' the
Committee by revising the Prior Plan to strip it of numerous
provisions which protected the interests of unsecured creditors
as the future owners of Reorganized Spansion Inc.," asserts Jaime
N. Luton, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, counsel to the Committee.

According to Mr. Luton, the Committee's Plan will be
substantially similar to the Debtors' Revised Plan with the
exception of the treatment of the claims of the Floating Rate
Notes and a changed capitalization structure of the Debtors to
reflect the fact that the unsecured creditors will own
substantially all of the equity of the Reorganized Spansion Inc.
Specifically, the Committee will propose a Plan that will not
permit the FRNs to recover in excess of 100% of their claims as
contemplated by the Revised Plan, Mr. Luton adds.

The Committee says it intends to solicit votes for its proposed
plan simultaneously with the Debtors' solicitation of votes for
their Revised Plan and believes that this can be accomplished
without any disruption of the Debtors' plan confirmation process.
The Committee believes that the creditors should be given the
option of choosing between two plans in order to make an informed
decision as to the potential for an alternative treatment of the
claims of the FRNs.

However, to the extent that the Court approves the Revised
Disclosure Statement and the solicitation procedures in the
Disclosure Statement Motion, the Committee requests that it be
permitted to include an advisory letter in the Solicitation
Materials to be distributed to holders of Claims in Voting
Classes.

The Committee relates that in the event that the Debtors choose
to proceed with any plan of reorganization that fails to resolve
its concerns, it seeks to include in the Solicitation Materials
the Committee Advisory Letter, which will advise holders of
Claims in the Voting Classes of the numerous flaws within the
Revised Plan and recommend that those holders vote to reject the
Revised Plan.

             Plan Documents to Be Filed Under Seal

The Committee seeks the Court's authority to file under seal:

  (i) the Official Committee of Unsecured Creditors of Spansion
      Inc.'s Chapter 11 Plan Term Sheet and related exhibits;
      and

(ii) a committee advisory letter, to be included in any of the
      Debtors' solicitation materials in connection with any
      plan of reorganization proposed by the Debtors and
      related exhibits.

The Committee asserts that the Plan Documents reflect its
proposal of an alternative plan of reorganization of the Debtors
to the Debtors' Plan.  The Committee maintains that it is
critical for the Court to review the Committee Plan Documents
prior to the hearing because the Committee Plan Documents contain
key information relevant to the Termination Motion.

To preclude any argument that the public dissemination of the
Committee Plan Documents would violate the Exclusivity Order or
Sections 1121 and 1125 of the Bankruptcy Code, the Committee
seeks to file the Committee Plan Documents under seal.

                  Debtors Oppose Cross-Motion

The Debtors tell the Court that they are confused and offended by
the Cross-Motion.  The Debtors relate that while they are
disappointed that the Committee does not support the current
plan, the lack of that support is hardly grounds for
extraordinary relief that the Committee now seeks.

"In fact, if the filing of any plan that does not have the
unanimous support of all economic stakeholders were grounds for
terminating exclusivity, there would effectively be no
exclusivity," Michael R. Lastowski, Esq., at Duane Morris, LLP,
in Wilmington, Delaware asserts.  "That is clearly not what
Congress had in mind in enacting the Bankruptcy Code and would
fly in the face of well-settled case law," he adds.

According to Mr. Lastowski, while the Committee is apparently
seeking to terminate exclusivity so that only it can file a
competing plan, the simple fact is that it is not the only body
purporting to represent the interests of the Debtors'
stakeholders.  Mr. Lastowski relates that over the past few
months, there has been a proliferation of committees purporting
to represent various economic stakeholders, including informal
committees of equity holders, holders of the Debtors' prepetition
unsecured senior notes and holders of the Debtors' prepetition
unsecured exchangeable debentures.

The Debtors aver that it is entirely possible -- if not likely --
that one of more of those committees would also like the
opportunity to file its own plan of reorganization.  Thus, the
Debtors assert, the relief sought by the Committee could result
in "an avalanche of plans from parties in interest which would
undermine the prospects for a prompt resolution" of their Chapter
11 cases.

The Debtors assert that the Committee has utterly failed to
articulate the requisite cause for the relief it seeks.
Moreover, the Debtors note, the Committee has offered no evidence
whatsoever that its requested relief will move the Chapter 11
cases any closer to a successful conclusion.

"Competing plans at this stage of these proceedings will only
delay and complicate a successful conclusion to these cases while
wasting millions of dollars in additional administrative costs
and further diverting the Debtors' management and employees, as
well as this Court, from other serious and important matters,"
Mr. Lastowski avers.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Files 2nd Amended Plan & Disclosure Statement
-----------------------------------------------------------
Spansion Inc., and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware their Second
Amended Joint Plan of Reorganization on December 9, 2009.

Under the Second Amended Plan, the estimated aggregate allowed
amount for Class 5B holding general unsecured claims is
$440 million to $841 million with an estimated recovery of 31% to
45%.

Holders of claims under Class 13 Non-Debtor Intercompany Claims
will have an estimated aggregate recovery of $220 million to
$1.2 billion.

The Debtors disclose that the temporary allowance of any claim
for voting purposes under Rule 3018(a) of the Federal Rules of
Bankruptcy Procedure will have no res judicata, collateral
estoppel or other preclusive effects and will be without
prejudice to the holder's rights with respect to the allowance or
disallowance of that claim for purposes of receiving a
distribution under the Plan.

The Debtors further disclose that as of September 27, 2009, they
owed approximately $1.2 billion in outstanding funded debt and
between approximately $440 million and $841 million in trade and
other unsecured liabilities, excluding any Non-Debtor
Intercompany Claims and Interdebtor Claims.

Included in the amount of trade and other unsecured liabilities
are Claims arising from the Debtors' rejection of executory
contracts, which Claims are estimated at between $76 million and
$117 million.  The Debtors estimate potential Claims to cure
defaults under executory contracts assumed by the Debtors at $3
to $5.6 million.

The Debtors note that in the one year period prior to the
Petition Date, they made transfers to Spansion Japan totaling
$800 million -- of which roughly $200 million were payments of
cash and $600 million were credits given by the Debtors to
Spansion Japan for goods sold or services rendered by Spansion
Japan to the Debtors.

                        Rights Offering

The Second Amended Plan further provides, among other things,
that the Debtors will have the right to consummate the Rights
Offering on or before the Effective Date if they determine that
it is desirable and feasible to do so.  In order to consummate
the Rights Offering, proceeds from the Rights Offering must be
deposited in a segregated account or escrow account as of the
earlier to occur as of the Effective Date or January 31, 2010.

In order to exercise its Subscription Rights, a Rights Offering
Participant must subscribe for its entire Pro Rata Share of the
Rights Offering Share rather than only a part of its Pro Rata
Share of the Rights Offering Shares.

Any Rights Offering Purchaser who fails to tender its
Subscription Payment Amount so that it is received on or prior to
the Subscription Payment Date will be deemed to have forever and
irrevocably relinquished and waived its rights to participate in
the Rights Offering.

Once a Rights Offering has timely and validly exercised its
Subscription Rights, subject to the occurrence or satisfaction of
all conditions precedent to the Rights Offering and to the Rights
Offering Participants' participation, and notwithstanding the
subsequent disallowance of any or all of its underlying claim,
the Rights Offering Participant's right to participate in the
Rights Offering will be irreversible and will not be subject to
dissolution, avoidance or disgorgement and will not be withheld
from that Rights Offering Participant on account of that
disallowance.

                   Solicitation of Votes

In connection with the solicitation of votes with respect to the
Plan, Epiq Bankruptcy Solutions will:

  (a) distribute the Solicitation Materials;

  (b) receive, tabulate and report on Ballots cast for or
      against the Plan by holders of Claims against the Debtors;

  (c) respond to inquiries from creditors, equity holders, and
      other parties-in-interest relating to the Plan, the Plan
      Supplement, the Disclosure Statement, the Ballots, the
      solicitation procedures, and all other Solicitation
      Materials, including, without limitation, the procedures
      and requirements for voting to accept or reject the Plan
      and for objecting to the Plan; provided, however, that the
      provisions of the notices and the Court's Orders will not
      be modified by any responses;

  (d) solicit votes on the Plan; and

  (e) if necessary, contact creditors and equity holders
      regarding the Plan.

                     Out Years Analysis

The Debtors relate that they have not undertaken to prepare
business plans with concomitant financial projections for any
time frame beyond 2012.  Nevertheless, Management recognizes that
on one hand, to be competitive in the long run it will need to
continue to offer leading products manufactured using advanced
process technologies, and that on the other hand, it is both
technically and economically impractical to upgrade its Fab 25 in
Austin, Texas significantly beyond its current capabilities.

Because a significant portion of enterprise value is derived from
years beyond 2012, Management provided Gordian Group with
assumptions for the "out years" long term profitability scenario
that reflected the lower gross margins, lower capital
expenditures, and higher research and development spending that
Management anticipates will occur as the Debtors transition to a
more outsourced manufacturing model.  This Out Years analysis
provides assumptions with respect to the financial results and
profitability after giving effect to this transition.

Dollars in Millions    2012   Out Years     2012       Out Years
                    -------- ---------  -----------  -----------
                      Base      Base    Contingency  Contingency

Revenue
Embedded            1,122     1,122        997          997
Mobility              186         0        186            0
--------            -----     -----      -----        -----
                     1,307     1,122      1,183          997

Operating Income       192       159        123           94

EBITDA                 298       189        230          124

Capital Expenditures   100        30        100           30

                       New Common Stock

The New Convertible Notes may be converted into shares of New
Spansion Common Stock at a purchase price per share equal to:

  (i) the Adjusted Plan Equity Value for Conversion Price
      Calculation;

(ii) plus $100 million;

(iii) divided by 50 million;

(iv) multiplied by 115%.

Based on the valuation, the Conversion Price would be $11.61 per
share, and the New Convertible Notes could be converted into a
total of 20,457,825 shares of New Spansion Common Stock
assuming $237.5 million principal amount of New Convertible Notes
are issued to Holders of Class 3 Claims on the Effective Date.

Full-text clean and blacklined copies of the Second Amended Plan
are available for free at:

     http://bankrupt.com/misc/Spansion_2ndAmendedPlan.pdf
     http://bankrupt.com/misc/Spansion_Redlined2ndPlan.pdf

Full-text clean and blacklined copies of the Second Amended
Disclosure Statement is available for free at:

     http://bankrupt.com/misc/Spansion_2ndAmendDisclosure.pdf
     http://bankrupt.com/misc/Spansion_Red2ndDisclosure.PDF

                        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)


STATION CASINOS: FCP Propco's Schedules and Statement
-----------------------------------------------------
A.     Real Property
      See: http://ResearchArchives.com/t/s?4b80 $1,791,648,022

B.     Personal Property                                   None
B.1    Cash on hand                                        None
B.2    Bank Accounts
      Bank of America, N.A. - 9290                            0
      HSBC Bank USA, N.A. - 8526                     32,044,055
      HSBC Bank USA, N.A. - 8542                              0
      HSBC Bank USA, N.A. - 8500                        224,692
      HSBC Bank USA, N.A. - 8496                              0
      HSBC Bank USA, N.A. - 8470                          3,806
      HSBC Bank USA, N.A. - 8488                      3,043,495
      HSBC Bank USA, N.A. - 8518                              0
      HSBC Bank USA, N.A. - 8569                              0
      HSBC Bank USA, N.A. - 8577                              0
      HSBC Bank USA, N.A. - 8585                              0
      HSBC Bank USA, N.A. - 1403                              0
      HSBC Bank USA, N.A. - 8534                              0
      Bank of America, N.A. - 0481                    2,252,195
      Bank of George - 0412                             442,502

B.35   Other Personal Property
      Debt Issuance Costs                            15,919,937
      LT Deferred Taxes                              20,046,947
      Other Assets                                      305,540
      Swap, Market Value Adjustment                     667,150
      Others                                                  1

       TOTAL SCHEDULED ASSETS                    $1,866,598,342
       ========================================================

C.   Property Claimed as Exempt                            None

D.   Secured Claim
    Key Bank Real Estate Capital -
     Mortgage Loan A-1                             $687,905,355
    Key Bank Real Estate Capital -
     Mortgage Loan B-1                              437,889,618
    Key Bank Real Estate Capital -
     Mortgage Loan A-2                              412,743,213
    Key Bank Real Estate Capital -
      Mortgage Loan B-2                             262,733,770
    Others                                                    2

E.   Unsecured Priority Claims                             None

F.   Unsecured Non-priority Claims
    Boulder Station Inc.                             11,710,728
    Deutsche Bank AG New York                       145,059,092
    Gibson, Dunn & Cructcher                             20,000
    Palace Station Hotel & Casino Inc.               10,874,554
    Robert Kors - Director's Fees                        40,000
    Robert White - Director's Fees                       40,000
    Station Casinos, Inc.                            70,076,155
    Vista Holdings, LLC                               5,972,107

       TOTAL SCHEDULED LIABILITIES                 $243,792,638
       ========================================================

                 Statement of Financial Affairs

Thomas M. Friel, executive vice-president and chief accounting
officer of FCP PropCo, LLC, says the company earned $75,533,222
from the operation of its business during the two years before
the Petition Date:

Period                              Amount
------                           -----------
January 2009 to July 28, 2009    $57,195,079
Fiscal Year 2008                 $44,321,366
Fiscal Year 2007                ($25,983,223)

FCP PropCo did not earn from sources other than the operation of
its business during the two years before the Petition Date.

FCP PropCo made payments or transfers of not less than $5,475 per
transfer totaling $39,925,817 within 90 days immediately
preceding the Petition Date.  A list of the payments made is
available for free at:

         http://bankrupt.com/misc/FCPPropCo_SOFAs_3b.pdf

FCP PropCo paid $7,341,906 to attorneys for consultation
concerning debt consolidation, relief under the bankruptcy law or
preparation of a petition in bankruptcy within one year
immediately preceding the commencement of the Case.  A list of
the payments made is available for free at:

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

Assignee JPMorgan Chase Bank, N.A., accepted a deed of trust from
FCP PropCo as collateral on a Mortgage Loan and Security
Agreement on November 7, 2007.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Plan Exclusivity Extended Until March 25
---------------------------------------------------------
Judge Gregg W. Zive of the United States Bankruptcy Court for the
District of Nevada has granted Station Casinos, Inc., and its
debtor affiliates an extension of (i) their exclusive period to
file a plan or plans of reorganization through and including
March 25, 2010, and (ii) their exclusive period to solicit
acceptances of that plan through and including May 24, 2010.

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Trustee Subject to Gaming Board, Says Nevada
-------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the Court to
appoint a trustee pursuant to Section 1104 or 1104(a)(2) of the
Bankruptcy Code to manage the Debtors' bankruptcy estate.

Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver &
Jacobson LLP, in New York, complains that the Debtors' estate has
been hopelessly mismanaged and SCI has proven itself incapable of
creating anything save acrimony between itself and its various
creditor constituencies.  He points out:

  (a) In the Master Lease Compromise Agreement, SCI gave away
      SCI assets to PropCo for little to no consideration and
      without the benefit of any meaningful financial analysis.

  (b) The level of acrimony between the Debtors and each of the
      creditor constituencies is increasing to the point where
      the Debtors admittedly and intentionally cloaked their
      actions in secrecy and shunned contact with their secured
      creditors and the Creditors' Committee.

  (c) Despite the 10 months spent prepetition negotiating
      between the various parties-in-interest and the Debtors'
      assertions on the record regarding the progress that had
      been made, the Debtors, today, are no closer to proposing
      a consensual plan of reorganization and are instead
      further from that goal than they were just a few short
      months ago.

  (d) The Debtors have proposed a stipulation with the so-called
      Independent Lenders that seeks to buy off parties in
      exchange for the withdrawal of the Examiner Motion; the
      behavior would be unacceptable in any context but
      especially in a court of equity.

  (e) Since the filing of the bankruptcy cases, the Debtors have
      suffered continuing deterioration in operational results.

Mr. Steingart complains that analysis of the Compromise Agreement
makes it clear that SCI and PropCo have shown that they are not
capable of negotiating a fair, arm's-length deal with respect to
the Master Lease Agreement between SCI and PropCo dated
November 7, 2007, and are not in a position to (i) have meaningful
discussions concerning a permanent rent reduction that would
enable the Debtors to remain intact or (ii) adequately assess the
option of rejecting or recharacterizing the Master Lease in a way
that would maximize recoveries for all creditors.

The one-sided nature of the Compromise Agreement strongly
suggests that the representatives of SCI who negotiated the
agreement are not truly independent and were not focused on the
best interests of their creditors in the course of the
negotiations, Mr. Steingart complains.  Apparently no creditor
constituencies were involved in the negotiations or even
consulted regarding the terms of the Compromise Agreement, he
notes.  This is an obvious red flag, Mr. Steingart asserts.

"SCI and PropCo are clearly suffering from irreconcilable
conflicts that prohibit fair negotiations between them.  Numerous
courts have found similar conflicts to be grounds for the
appointment of a trustee," Mr. Steingart tells the Court.

The Creditors' Committee tells the Court that it believes the
Debtors' management may be seeking to artificially diminish the
value of the Debtors' assets in order to increase the value of a
management incentive package that will be issued through a plan
of reorganization.  Meanwhile, animosity between the Debtors and
their creditors continues to escalate.

Furthermore, Mr. Steingart adds, because appointment of a trustee
is the best means for protecting the interests of creditors in
these cases, independent grounds for the appointment of a trustee
exist under Section 1104(a)(2) as well.

Based on the Debtors' mismanagement and demonstrated inability to
address the complex issues involved with restructuring the
Debtors in a way that meaningfully protects the interests of each
Debtor entity, the Committee avers that a trustee needs to be
appointed in these cases to (i) negotiate an appropriate
permanent rent reduction, (ii) or, alternatively, determine
whether recharacterization or rejection of the Master Lease is in
the best interests of the estates, (iii) move forward to achieve
a consensual plan of reorganization and (iv) oversee the day-to-
day management of SCI's estate.

A trustee appointed in the Bankruptcy Cases will need time to
analyze the Master Lease and work with creditors to determine
whether a reasonable deal is feasible, Mr. Steingart tells the
Court.  While SCI and PropCo assert in their motion to approve
the Compromise Agreement that immediate action must be taken
because SCI does not have authority to use cash collateral to pay
December rent under the Master Lease, the Creditors' Committee
believes that SCI should pay sufficient amounts to cover the
PropCo adequate protection payments and have the remainder accrue
on account until the trustee and the parties reach agreement.

The Creditors' Committee, in a separate filing, asks the Court
consider the Motion on December 7, 2009.  To the extent that the
Court is unwilling to hear the Motion at the hearing on
December 7, 2009, the Committee requests that the Court hear the
Motion at the hearing scheduled on December 11, 2009, at 10:00
a.m. (Pacific Time).  The Court, however, denied the request.

                     State of Nevada Responds

The State of Nevada, on behalf of its State Gaming Control Board
and the Nevada Gaming Commission, asserts the person the court
appoints as trustee must be accountable to the Board and the
Commission for the conduct of the Nevada licensed establishments
prior to exercising any control over the gaming operations.

Given the importance and the need for the State of Nevada to
regulate the operators of gaming establishments within its
borders, and the fact that the licensing and oversight of the
operators pursuant to statute and regulation is a valid exercise
of the State's police powers, if the Court is to appoint a
trustee to control and operate SCI and through SCI, control the
operations of gaming establishments located within the State of
Nevada, the trustee is required to be licensed and the change of
control of SCI approved by the Board and the Commission prior to
the Trustee exercising any control over SCI.

Catherine Cortez Masto, Esq., attorney general of the State of
Nevada, relates that any bankruptcy trustee appointed by the
Court to operate SCI is subject to the licensing requirements of
the Gaming Control Act and Nevada Gaming Commission Regulations.
Ms. Masto says a trustee is required to comply with all
applicable state statutes and regulations in the operation of
those gaming establishments, unless those provisions directly and
explicitly conflict with a specific provision of the Bankruptcy
Code.

Accordingly, pursuant to Nevada Gaming Commission Regulation
9.030, any trustee appointed by the Court to operate SCI would be
required to file for and receive a license from the Board and
Commission, prior to exercising any control over the gaming
establishments operating within the State of Nevada.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


TAMARACK RESORT: Involuntary Chapter 7 Petition Filed
-----------------------------------------------------
Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.


TARGA RESOURCES: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Targa Resources, Inc.'s B1
Corporate Family Rating and assigned a B1 to its proposed
$150 million secured revolving credit facility due 2012 and a B1
to the proposed $550 million secured term loan B due 2016.  The
outlook is stable.

The affirmation follows TRI's announcement that the new
$700 million of financing will be used to refinance all existing
debt at TRI including: repay the $65.3 million term loan due
October 2012; eliminate the synthetic letter of credit facility
due October 2012; repay and extinguish the $250 million 8.5%
senior unsecured notes due November 2013; downsize the existing
October 2011 revolver; and, purchase a portion of the holding
company's loan due 2015 at Targa Resources Investments, Inc.
(holding company).  The holding company's loan of approximately
$445 million was initiated to fund a distribution to shareholders.
Upon the repayment of the 8.5% unsecured notes, the repayment of
the $65.3 million term loan and the downsizing of the revolver,
Moody's will withdraw those ratings.

TRI's B1 CFR reflects its sizable operating footprint and market
position.  Relative to its rated peers, TRI on a consolidated
basis is larger and more diversified across the midstream value
chain.  Prior to this transaction, TRI's organizational structure
was more complex when including the holding company and its MLP
subsidiary.  The $700 million financing eliminates TRI maturities
in 2012 and 2013, substantially reduces the holding company loan
maturing in 2015, moves it debt profile out six to seven years
from two to three years, creates one tranche of funded debt,
creates a single covenant package at TRI, and begins to simplify
its organizational structure.

TRI's Speculative Grade Rating of SGL-2 reflects good liquidity.
Upon the closing of the transaction Moody's estimates that TRI's
liquidity will approach $150 to $180 million.  The new facilities
will have two numerical covenants: a leverage test that declines
over time from 5.75x in 2010 and 2011, stepping down to 5.5x in
2012 and 5.25x in 2013 and beyond; and, a minimum interest
coverage ratio of 1.5x.

The ratings for the proposed senior secured debt reflects both the
overall probability of default of TRI, to which Moody's assigns a
PDR of B2, and a loss given default of LGD 3 (30%).  The B1 rating
of the senior secured debt also reflects its position in TRI's
capital structure, the elimination of the $250 million senior
unsecured debt which provided uplift for the secured credit
holders, and a reflection of the structurally junior holding
company debt into TRI.

The last rating action on TRI was July 28, 2009, when Moody's
affirmed its ratings to the CFR, PDR, and senior secured notes.

Targa Resources, Inc., is headquartered in Houston, Texas.


TOUSA INC: Has Deal With Westlawn to Resolve Deposit Dispute
------------------------------------------------------------
Westlawn Residential, L.L.C., and Tousa Inc. entered into an
agreed order to resolve their dispute on a $509,550 escrowed
deposit posted by Debtor Newmark Homes, L.P., pursuant to a
prepetition Lot Purchase and Development Agreement by and between
Newmark and Westlawn dated June 2007.

The parties agree that the automatic stay under Section 362 of
the Bankruptcy Code is modified solely to permit Overland Title
Company, LLC, to release (i) the Escrow Funds to Newmark in the
amount of $75,000; and (ii) any and all remaining Escrow Funds to
Westlawn, in accordance with instructions to be provided by
Newmark and Westlawn.

Upon the release of the Escrowed Funds, the parties agree to
exchange mutual releases with respect to any and all claims they
had or may have had against each other.

Moreover, upon the release of the Escrowed Funds, the parties
agree that the Purchase Agreement is terminated and no further
obligations are in force between the parties in connection with
the Purchase Agreement or its termination.

The Court approves the parties' agreed order.

                         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: Kotler Wants Lift Stay to Let FIC to Pay Defense Costs
-----------------------------------------------------------------
Randy L. Kotler and David Keller, former officers of TOUSA, Inc.,
ask the Court to modify the automatic stay to permit Federal
Insurance Company, one of the Debtors' insurers, to follow the
express terms of the Debtors' insurance policy by advancing and
reimbursing defense costs incurred by the Movants in connection a
pending securities litigation.

Messrs. Kotler and Keller's request comes after two Insurance
Orders entered by the Court for the advancement of defense costs
for the Debtors and certain of the Debtors' directors and
officers.  Entered in May 2008, the Initial Insurance Order
permitted FIC to advance up to $75,000 in defense costs incurred
after March 2008 in a pending securities class action captioned
George Durgin v. TOUSA, Inc., et al.  Entered in January 2009,
the Second Insurance Order permitted FIC to pay an additional
$400,000 for defense costs for the Securities Class Action, and a
further $400,000 for defense costs in the action captioned EMF
Fund III, LLC, et al., v. Antonio P. Mon, et al., for alleged
misstatements of TOUSA's obligations with respect to the
Transeastern Joint Venture.

Stanley H. Wakshlag, Esq., at Kenny Nachwalter, P.A., in Miami,
Florida, tells the Court that on October 28, 2009, Messrs. Kotler
and Keller were informed by FIC's counsel that the defense costs
for the Securities Class Action has exceeded the amounts
permitted under the first two Insurance Orders.

By this motion, Messrs. Kotler and Keller ask the Court to modify
the automatic stay to the extent applicable to provide additional
authorization for advances and reimbursement of defense costs in
the Securities Class Action and the EMF Action in accordance with
the terms of the FIC Insurance Policy.

Mr. Wakshlag reminds the Court that the relief sought applies to
only the primary FIC Insurance Policy out of a total tower of
$100 million in total coverage for the FIC Policy period.  He
adds that there is no dispute as to the coverage for the
Securities Class Action and EMF Action, as has been noted in the
first two Insurance Orders.

                         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: Reports Home Sale Closings for November
--------------------------------------------------
Tousa Inc. and its units delivered to the Court a list of their
home sale closings and related payments to Operational Lien
Claimants for the period from November 1 through 30, 2009.

A one-page list covering more than 60 sales is available for free
at http://bankrupt.com/misc/TousaHomeSaleListNov2009.pdf

The sale closings were for homes located at Arizona, Texas,
Florida, Colorado, Tennessee and Nevada.

                         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)


TOWN OF EAST: Moody's Cuts Ratings on $2.6 Mil. Debt to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service has downgraded the Town of East
Greenbush (NY) to Ba1 from A3 affecting $2.6 million in
outstanding debt secured by the town's general obligation,
unlimited tax pledge.  Concurrently, Moody's has assigned a
negative outlook to this rating reflecting the town's negative
cash position, and expectation of increased deficits in the fiscal
year ending December 31, 2009.  The downgrade reflects the town's
deteriorating financial position following a multi-year trend of
operating deficits resulting in a fiscal 2008 General Fund balance
equal to negative 24.6% of General Fund revenues.  The Ba1 rating
balances the town's depleted financial position against a
moderately sized $1.6 billion tax base and above average socio-
demographic profile; while the town benefits from the relatively
stable capital region economy, given its location in Rensselaer
County economic growth is expected to remain dampened given the
ongoing economic downturn.  The rating also reflects the town's
average direct debt burden which is expected to remain low given
rapid amortization of principal (88.6% repaid within 10 years) and
the absence of future borrowing.

Assignment of a negative outlook reflects the absence of a plan to
stabilize operations, absent an economic rebound, the timing of
which remains uncertain.  Moody's belief that management will be
challenged to stabilize operations and rebuild reserves to a level
consistent with other investment grade-rated towns, given ongoing
growth in contractual obligations and looming pension increases,
and reliance on economically volatile sales tax and mortgage tax
revenues, which comprised 19.4% and 8.6% of fiscal 2008 operating
revenues.  In addition to the town's long term debt, the town
currently has $3.2 million in BAN's outstanding, which are rolled
annually, in addition to budget notes totaling $500,000, which
were issued in November of 2008.  The town's ability to repay the
budget note and gain market access to refinance the bond
anticipation notes could be pressured due to the town's narrow
financial position and decreased credit quality.  Positively, all
of the town's debt is fixed rate and the town is not party to any
derivative agreements.  Given the magnitude of the cumulative
deficit, a return to a positive fund balance position in the near
term is unlikely.  Further deterioration in reserves or liquidity
could result in further negative action on the town's rating.

Recurring Operating Losses Drive Substantial Cumulative Deficit
And Depletion Of Liquidity

Management's failure to match recurring revenues with ongoing
expenses is evident in the town's six year trend of operating
deficits.  Despite the towns above average wealth levels and
unlimited taxing authority, increases in tax rates have been
minimal.  Most recently, fiscal 2008 ended with an $809,000
General Fund operating deficit, resulting in total General Fund
Balance of negative $1.6 million (an inadequate -24.6% of
revenues), and a depleted net cash position.  Moody's analysis
of the town's finances factors two major operating funds
(General and Highway).  On a combined basis, the accumulated
deficit in these funds reached -$2.85 million (-31.2% of
revenues), reflecting the impact of a substantial deficit in
the Highway Fund (-$1.8 million, or 50% of revenues in that
fund).  To fund operations, management has relied on transfers
in from the town's Sewer and Water funds, resulting in significant
deterioration of liquidity in these funds, given sizeable
receivables from the illiquid General Fund totaling $3 million.
The town's operating trend is expected to continue in fiscal 2009,
given a projected operating deficit and illiquid fund balance at
year-end.

The town's fiscal 2010 budget decreased by 5% or $419,000, with
the majority of decreases resulting from general support and
employee benefits, due to reduction in staff and restructuring.
Moody's believes that while positive steps, these actions will be
insufficient to stabilize operations and rebuild reserves.
Positively, the town's major source of revenue is derived from
property taxes (58.8% of total revenues) which are guaranteed in
full annually by the County.

   What Could Make The Rating Go Up (Removal Of Negative Outlook)

* Implementation of a plan to stabilize operations

* Demonstrated progress toward restoring satisfactory financial
  flexibility

                What Could Make The Rating Go Down

* Further deterioration of the town's reserves and negative cash
  position

Key Statistics:

* 2000 Population: 16,891 (+8.6% since 2000)

* 2009 Full Valuation: $1.6 billion

* 2008 Full Value Per Capita: $96,212

* 1999 Per Capita Income (as % of NY and US): $25,503 (109% and
  118.1%)

* 1999 Median Family Income (as % of NY and US): $62,917 (121.7%
  and 125.7%)

* Direct Debt Burden: 3.3%

* Payout of Principal (10 years): 88.6%

* 2008 General Fund Balance: Negative $1.66 million (-24.6% of
  General Fund revenue)

* Total long-term Debt Outstanding: $6.4 million

* Total rated G.O Debt outstanding: $2.6 million

The last rating action was on March 28, 2002, when Moody's
assigned the A3 rating on the town's general obligation debt.


TOYS "R" US: Submits Units' Earnings Report to Bondholders
----------------------------------------------------------
Toys "R" Us, Inc., on December 15, 2009, provided unaudited
financial statements for its wholly owned subsidiary Toys "R" Us
Property Company I, LLC, to the administrative agents under the
indenture for TRU Propco I's 10.75% Senior Notes due 2017.  The
TRU Propco I Unaudited Quarterly Financial Statements include:

     -- Condensed Consolidated Balance Sheets as of October 31,
        2009 and January 31, 2009;

     -- Condensed Consolidated Statements of Operations for the
        13 and 39 weeks ended October 31, 2009 and November 1,
        2008;

     -- Condensed Consolidated Statements of Cash Flows for the
        39 weeks ended October 31, 2009 and November 1, 2008;

     -- Condensed Consolidated Statements of Member's Capital
        (Deficit) for the 39 weeks ended October 31, 2009 and
        November 1, 2008;

     -- Notes to Condensed Consolidated Financial Statements; and

     -- Management's Discussion and Analysis of Financial
        Condition and Results of Operations.

A full-text copy of the TRU Propco I Financial Statements is
available at no charge at http://ResearchArchives.com/t/s?4bd0

The Company also provided unaudited combined condensed
consolidated financial statements for its wholly owned
subsidiaries Toys "R" Us Property Company II, LLC, and MPO
Holdings, LLC, to the administrative agents under the indenture
for TRU Propco II's 8.50% Senior Secured Notes due 2017.  The TRU
Propco II and MPO Holdings Combined Unaudited Quarterly Financial
Statements include:

     -- Combined Condensed Consolidated Balance Sheets as of
        October 31, 2009 and January 31, 2009;

     -- Combined Condensed Consolidated Statements of Operations
        for the 13 and 39 weeks ended October 31, 2009 and
        November 1, 2008;

     -- Combined Condensed Consolidated Statements of Cash Flows
        for the 39 weeks ended October 31, 2009 and November 1,
        2008;

     -- Combined Condensed Consolidated Statements of Member's
        Deficit for the 39 weeks ended October 31, 2009 and
        November 1, 2008;

     -- Notes to Combined Condensed Consolidated Financial
        Statements; and

     -- Management's Discussion and Analysis of Financial
        Condition and Results of Operations.

A full-text copy of the TRU Propco II and MPO Holdings Combined
Financial Statements is available at no charge at:

              http://ResearchArchives.com/t/s?4bd1

The Company also provided unaudited financial statements for its
wholly-owned subsidiary Toys "R" Us-Delaware, Inc., to the
administrative agents under the indenture for the Notes and
Secured Notes.  The Toys-Delaware Unaudited Quarterly Financial
Statements include:

     -- Condensed Consolidated Balance Sheets as of October 31,
        2009, January 31, 2009 and November 1, 2008;

     -- Condensed Consolidated Statements of Operations for the
        13 and 39 weeks ended October 31, 2009 and November 1,
        2008;

     -- Condensed Consolidated Statements of Cash Flows for the
        39 weeks ended October 31, 2009 and November 1, 2008;

     -- Condensed Consolidated Statements of Stockholder's Equity
        for the 39 weeks ended October 31, 2009 and November 1,
        2008;

     -- Notes to Condensed Consolidated Financial Statements; and

     -- Management's Discussion and Analysis of Financial
        Condition and Results of Operations.

A full-text copy of the Toys-Delaware Financial Statements is
available at no charge at http://ResearchArchives.com/t/s?4bd2

On Monday, The Troubled Company Reporter said Toys "R" Us
disclosed net results improved by $37 million to a loss of
$67 million for the third quarter ended October 31, 2009, compared
to a loss of $104 million for the third quarter of fiscal 2008.
Operating loss improved to $9 million for the third quarter of
fiscal 2009, compared to a loss of $54 million for the third
quarter of fiscal 2008.

Net sales during the third quarter of fiscal 2009 were
$2.7 billion, compared to $2.8 billion for the third quarter of
fiscal 2008.  Foreign currency translation contributed a
$50 million increase to net sales.

At October 31, 2009, the Company had $9.3 billion in total assets
against total current liabilities of $2.9 billion, long-term debt
of $5.8 billion, deferred tax liabilities of $55 million, deferred
rent liabilities of $273 million, and other non-current
liabilities of $377 million.  At October 31, the Company had
stockholders' deficit of $254 million.

                         About Toys "R" Us

Toys "R" Us, Inc. is a specialty retailer of toy and baby
products.  It currently sells merchandise in more than 1,550
stores, including 849 Toys"R"Us and Babies"R"Us stores in the
United States, and more than 700 international stores in 33
countries, consisting of both licensed and franchised stores.  In
addition, it sells extraordinary toys in two FAO Schwarz stores in
the United States.  It also operates e-commerce sites including
Toysrus.com, Babiesrus.com, eToys.com, FAO.com and
babyuniverse.com, and ePregnancy.com, an online resource for
parents.  Headquartered in Wayne, NJ, Toys"R"Us employs nearly
70,000 associates worldwide.

The Company carries a 'B2' probability of default rating from
Moody's, "B" issuer credit ratings from Standard & Poor's, and
"B-" long term issuer default rating from Fitch.


TROPICAL CAR WASH: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tropical Car Wash, Inc.
        8818 Rose Avenue
        Orlando, FL 32810

Bankruptcy Case No.: 09-19020

Chapter 11 Petition Date: December 14, 2009

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

Debtor's Counsel: Philip Duston Bartlett, III,Esq.
                  Bartlett & Nazareth PA
                  625 E Colonial Drive
                  Orlando, FL 32803
                  Tel: (321) 319-0587
                  Fax: (866) 449-8042
                  Email: philip@bartnazlaw.com

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

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

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

             http://bankrupt.com/misc/flmb09-19020.pdf

The petition was signed by Jason Barber, president of the Company.


TRUMP ENTERTAINMENT: Competing Plans Going for Vote
---------------------------------------------------
Bloomberg News reports the Bankruptcy Court approved the
disclosure statements explaining the competing plans for Trump
Entertainment Resorts Inc. filed by Beal Bank and the noteholder
group.

As reported by the TCR on Dec. 15, 2009, Carl C. Icahn's
affiliated entities have entered into an agreement with Beal Bank
and Beal Bank Nevada, pursuant to which the Icahn entities have
purchased a majority of the outstanding first lien bank debt of
Trump Entertainment.  Mr. Icahn agreed and Beal Bank will jointly
prosecute the plan that Beal Bank has proposed.

Mr. Icahn has a 51% stake in the bank's first lien bank debt worth
$485 million and rights to take the remaining stake, Reuters
reported.

Reuters relates that Beal Bank's plan raised the possibility of
Mr. Trump's name being wiped off while the bondholder's plan would
give Mr. Trump a 10% stake in the Company.

Confirmation hearings on the competing plans are scheduled for
next year.

                          Beal Bank Plan

Secured creditors Beal Bank and Beal Bank Nevada filed December 4
a competing reorganization plan for Trump Entertainment Resorts
Inc.

Beal Bank believes that the Debtors need to raise additional
capital to remain competitive in the Atlantic City gaming market.
Given that competition among casino and hotel operators in the
Atlantic City market is intense and increasing, a significant
amount of working capital is required to maintain a competitive
advantage.

The Beal Plan contemplates the contribution of $225 million of new
equity capital to reorganized Trump Entertainment in the form of a
rights offering to be backstopped by Beal, in exchange for an
allocation of 3.829% of the membership interests in Reorganized
TER Holdings.

Under the Plan, Beal Bank, which is owed $485 million secured by a
first priority lien on substantially all the Debtors' assets, will
reduce its first-lien debt to $100 million and convert the
remainder into 55.5% of the new stock.
]
The Beal Plan gives second lien noteholders and unsecured
creditors $13.9 million cash or 2% of the new stock.  Second-lien
debt holders and unsecured creditors can purchase 32.5% of the
equity in the $225 million rights offering.  Second lien
noteholders are expected to recover 1.1% while unsecured creditors
are to recover less than 1% of their claims.

Existing equity will be extinguished.

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

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

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

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

The disclosure statement explaining the Beal Plan is scheduled for
consideration at a Dec. 14 court hearing.  The disclosure
statement explaining a competing plan by noteholders has already
been approved by the Bankruptcy Court.

                        Noteholders Plan

In July 2009, Trump Entertainment management filed a Chapter 11
plan built around the proposed sale of the company to shareholder
Donald Trump.  Under the original plan, Donald J. Trump and BNAC,
Inc., an affiliate of Beal Bank Nevada, will invest $100 million
cash in the newly private company and become its owners.  The
original plan provides for a 94% recovery for Beal Bank, the
secured creditor, and a wipe-out for lower ranked creditors.

Certain of the holders of the Debtors' 8-1/2% Senior Secured Notes
due 2015 in the outstanding principal amount of $1.25 billion
filed a Chapter 11 plan, which allows second lien
noteholders and general unsecured claimants to have distributions
in the form of 5% of the new common stock and subscription rights
to acquire 95% of the new common stock.

In September, Judge Judith Wizmur approved a request by the
noteholders of an examiner to investigate the Company's decision
to endorse a Chapter 11 plan backed by shareholder Donald
Trump.  The bondholders urged a probe as to whether the board
acted in good faith as unsecured creditors will be wiped out under
Donald Trump's plan while he would retain control of the Company.

On November 16, Donald Trump sent a letter to the Company
terminating their purchase agreement with BNAC, which was the
backbone of the management-sponsored Plan.  Mr. Trump said he has
exercised his rights to terminate the deal on various grounds
including as a result of the appointment of an examiner in the
Company's Chapter 11 cases and as a result of the confirmation
hearing in the bankruptcy cases being scheduled for after
January 15, 2010, which is the deadline in the Purchase Agreement
for confirmation of the Company's plan of reorganization.

Mr. Trump and daughter Ivanka Trump, which own shares in Trump
Entertainment, have also entered into an agreement with the
holders of 61% of the partnership's outstanding 8.5% Senior
Secured Notes due 2015.  Under the deal, Mr. Trump and his
daughter Ivanka have agreed to support the Chapter 11 plan
proposed by the noteholders and permit the Company to continue to
use the Trump name in connection with the Company's three casinos.

Pursuant to such agreement, Mr. Trump will receive 5% of the new
common stock in the Company to be issued under such noteholders'
proposed Chapter 11 plan of reorganization and warrants to
purchase up to an additional 5% of such common stock.  Mr. Trump
will also waive claims against Trump Entertainment in excess of
$100 million.

Under the Noteholders Plan, noteholders would get 70% of the
equity in the casinos by investing $225 million through a rights
offering available to holders of the second-lien notes.  For
backstopping the offering, the noteholder group would receive a
fee equal to 20% of the new equity.  Unsecured creditors and
second-lien debt holders under the Noteholders Plan are in line
for 5 percent of the new equity for an estimated 1.4%.  The
bondholder would sell one of the three casinos for $75 million to
Coastal Marina LLC, a company controlled by Richard T. Fields.

The withdrawal by Mr. Trump prompted Beal Bank to file its own
plan.  The Debtors have already conveyed support for the
Noteholders Plan.

                   About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


URS CORPORATION: Moody's Upgrades Corp. Family Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded all ratings of URS Corporation,
including its corporate family and probability of default ratings
to Ba1 from Ba2, its senior secured rating to Baa3 from Ba1 and
speculative grade liquidity rating to SGL-1 from SGL-2.  The
rating action reflects the faster than expected restoration of
several of URS' key credit metrics to levels that existed prior to
its acquisition of Washington Group International, Inc. roughly
two years ago.  The outlook is stable.

Upgrades:

Issuer: URS Corporation

  -- Corporate Family Rating, Upgraded to Ba1 from Ba2

  -- Probability of Default Rating, Upgraded to Ba1 from Ba2

  -- Senior Secured Bank Credit Facility, Upgraded to Baa3 (LGD2,
     29%) from Ba1 (LGD3, 38%)

  -- Speculative Grade Liquidity Rating to SGL-1 from SGL-2

URS' acquisition of WGI in November 2007 was transformational.
The transaction essentially doubled the size of the company,
positioning it as one of the largest, fully integrated providers
of engineering and construction services relative to its peers.
Moreover, while the acquisition increased the company's exposure
to end markets that have relatively favorable long-term growth
prospects, it also preserved URS' concentration of activity with
non-cyclical Government Agencies.  The benefits of URS' business
profile have been evident through the challenging economic
conditions of the past year.  This has been demonstrated by the
maintenance of firm backlog levels, realization of modest
operating margin improvement and comparatively good top-line
performance, albeit with revenues declining slightly.  The company
has also remained strongly free cash flow generative.  It has
complemented these funds with asset sale proceeds and reduced debt
levels to strengthen its balance sheet.  Lastly, URS has
essentially completed the integration of WGI without experiencing
any of the material mis-steps that have been evident in other M&A
transactions within the E&C industry historically.

Looking forward, URS' Ba1 rating considers that the company's
strong market position, good backlog level and significant
exposure to relatively stable Government and Infrastructure
contracts should support its top line despite continuing softness
in several of its end markets (such as power and certain
industrial and commercial sectors).  Moreover, despite the
potential for increased competition, Moody's expects URS' margins
may remain relatively stable through the near term, which should
be helped by generally favorable project execution and the
strength of the contracts in the company's backlog.  The rating
remains constrained by URS' significant reliance on federal
defense spending, limited geographic diversification and the risk
of cost-overruns associated with its fixed-price contracts.
Moody's belief that URS' debt levels may experience periodic
spikes as it potentially pursues additional acquisitions in
support of its growth objectives also weighs on the rating.

The stable outlook reflects Moody's opinion that URS' operating
performance may remain relatively favorable, but that over time
incremental debt capacity may be consumed to fund acquisition
activity and/or other initiatives.

The upgrade to URS' liquidity rating reflects the improvement to
its liquidity profile arising from higher cash balances and
increased cushion under its bank facility covenants stemming from
a reduction in levels of indebtedness.  The SGL-1 rating considers
these attributes and also recognizes the meaningful availability
under the company's $700 million committed revolving credit
facility, ongoing free cash flow generation, limited near-term
debt maturities and secured nature of its bank facilities.

Moody's last rating action on URS Corporation was on December 5,
2007 at which time its rating was downgraded to Ba2 with a stable
outlook.

URS Corporation, headquartered in San Francisco, California, is a
leading engineering and construction firm and a major federal
government contractor that provides a range of professional
planning, design, engineering, construction, operations and
maintenance, and decommissioning and closure services.
Consolidated revenues for the trailing twelve months to
October 2, 2009, were approximately $9.8 billion.


US AIRWAYS: Employment Reinstatement Claims Barred
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Court of
Appeals in Boston held Dec. 14 held that a claim for reinstatement
of employment under the Americans with Disabilities Act is
discharged in bankruptcy.

According to the report, an employee at US Airways was fired
before the airline's Chapter 11 filing in 2002.  An objection to
her claim was sustained by the bankruptcy judge.  She filed suit
in federal district court in 2008.  The complaint was dismissed.
The 1st Circuit in Boston upheld the dismissal.  The former
employee admitted on appeal that she had no claim for money
damages.  She argued, unsuccessfully, that her claim for
reinstatement was an equitable remedy not discharged or barred by
bankruptcy.

                        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: Conducts Presentation at 2009 Airline Conference
------------------------------------------------------------
On December 9, 2009, US Airways Group, Inc.'s management
conducted a presentation at the 2009 Next Generation Equity
Research U.S. Airline Conference.  This presentation may be
accessed at the Company's Web site at www.usairways.com under
"Investor Relations."  A copy of management's presentation slides
is available for free at http://ResearchArchives.com/t/s?4b85

                        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: Pilots Protest Boston Base Closing
----------------------------------------------
The US Airline Pilots Association, representing the pilots of US
Airways, will picket today at the Massachusetts State House to
bring to the attention of the public and lawmakers US Airways'
announced closure of its Boston crew base.

USAPA believes closing this base will have a detrimental impact on
passengers, employees, New England taxpayers and the state's
economy due to the loss of hundreds of jobs and associated tax
revenue.  US Airways has announced plans to use crews and aircraft
from other bases on flights departing Boston after the base
closure.  If aircraft do not arrive the night before, no reserve
crew or aircraft will be available for departures the following
day.

"It is critical that lawmakers and the flying public realize the
impact that this base closure would have on both the Boston area
and those travelers that rely on US Airways' service out of
Boston," said Captain Mike Cleary, president of USAPA.  "The
closure of the Boston base would mean the reduction of over 400
jobs, including pilots and flight attendants, causing substantial
harm to an economy already burdened in a downturn.  Further, it
will mean the substitution of smaller, less capable aircraft
unequipped to handle Boston weather, thereby guaranteeing delays
and schedule disruptions.  Passengers' airplanes will be stuck in
outlying cities rather than on the ground in Boston.  When
disruptions occur ? and they will ? neither reserve crews nor
aircraft will be available in Boston to ensure a reliable Shuttle
schedule."

USAPA also believes that this scenario will result in a
deterioration of service that will negatively affect New England
as an inbound tourism and convention destination.  Likewise, US
Airways has announced the elimination of a substantial number of
non-stop Caribbean destinations currently available to New
England travelers.

"In short, US Airways' planned Boston base closure doesn't serve
the passengers, the taxpayers, the New England economy, the
employees or the company," President Cleary continued.  "The US
Airways pilots, along with the other employee groups, intend to
do everything possible to stop this ill-conceived plan."

USAPA urges Boston passengers who are likely concerned about the
impact of this base closure to join Massachusetts congressional
lawmakers in requesting that US Airways CEO Doug Parker reconsider
his decision so that Boston pilots and flight attendants can keep
flying Boston passengers and the service and reliability of the
Shuttle will remain intact.

                        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: To Shut Pilot Base at LaGuardia
-------------------------------------------
US Airways plans to shut down the pilot base for its air shuttle
at La Guardia Airport despite protests from the pilots union that
such a move is "ill-conceived" and would jeopardize the airline's
service to Boston and Washington, www.yournabe.com reported.

James Ray, a flight captain and spokesman for the Airline Pilots
Association, said in the report that US Airways' plan would mean
that all personnel and jets assigned to US Airways' air shuttle
would be transferred to other cities.  Mr. Ray added in the
report that in excess of 600 jobs would be moved out of New York
City.

"US Air cannot guarantee the dependability of their shuttle
service if they send such personnel and equipment to other
cities," Mr. Ray said of the US Airways plan, which is scheduled
to take place starting Jan. 31.

"We also believe this is an ill-conceived plan that will cost the
company more than it saves," Mr. Ray added in the report.

Morgan Durrant, a US Airways spokesman, said in the report that
the changes were essential in the airline's struggle to overcome
its financial straits.

"US Airways lost $800,000 last year and this plan is part of our
efforts to get into the black," Mr. Durrant related in the
report.  He denied the union's claim that the shuttle service
would be compromised.

"We are confident that we will still operate a reliable shuttle
service," www.yournabe.com quoted Mr. Durrant as saying.

Mr. Ray added in the report that the pilots union estimated that
the plan would mean the loss of the jobs of 91 pilots and 200
flight attendants along with 190 pilots and 90 flight attendants
at Piedmont Airlines, a small, US Airways subsidiary that flies
to smaller cities but would be affected by the plan.

                        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 CONCRETE: Wells Fargo Holds 2.93% of COM Units
-------------------------------------------------
Wells Fargo and Company -- on behalf of Wells Fargo Bank, N.A.;
Wells Capital Management Inc.; and Wells Fargo Funds Management,
LLC -- disclosed it may be deemed the beneficial owner of
1,091,910 or roughly 2.93% of the COM units of U.S. Concrete Inc.

Houston, Texas-based US Concrete, Inc., operates in two business
segments: ready-mixed concrete and concrete-related products and
precast concrete products.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service downgraded U.S. Concrete's corporate
family rating and probability of default rating to Caa1 from B2,
its senior subordinated notes to Caa2 from B3, its speculative
grade liquidity rating to SGL-4 from SGL-2, and changed the rating
outlook to negative from stable.  The downgrades reflect continued
volume deterioration of ready-mixed concrete and precast concrete,
resulting from weak construction activity across all market
segments.  Moody's believes that non-residential construction will
decline in 2010 and ready-mixed concrete prices will weaken.  As a
result, the company's profitability is expected to continue to
suffer and its debt-to-EBITDA leverage to remain elevated over the
next year.  The downgrades also reflect weakened liquidity and the
potential for credit agreement covenant violations in 2010.

On November 17, the TCR said Standard & Poor's Ratings Services
lowered its corporate credit rating on U.S. Concrete to 'CCC+'
from 'B-'.  At the same time, S&P lowered the issue-level rating
on the company's senior subordinated notes due 2014 to 'CCC' (one
notch below the corporate credit rating) from 'CCC+'.  The
recovery rating is '5', indicating S&P's expectation of modest
recovery (10%-30%) in the event of a payment default.  The outlook
is negative.

"The downgrade reflects S&P's concern regarding U.S. Concrete's
deteriorating operating performance as a result of depressed
commercial construction activity and S&P's expectations that the
company's liquidity profile will further weaken for the remainder
of 2009 and into 2010," said Standard & Poor's credit analyst
Tobias Crabtree.

The Company swung to a net loss of $61,298,000 for the three
months ended September 30, 2009, from net income of $1,906,000 for
the year ago period.  The Company posted a net loss of $77,140,000
for the nine months ended September 30, 2009, from a net loss of
$2,898,000 for the year ago period.

At September 30, 2009, the Company had $425,208,000 in total
assets against $418,443,000 in total liabilities.  Retained
deficit was $264,072,000 at September 30, 2009.


VENTANA HILLS: Court to Consider Cash Collateral Access Today
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will continue the final hearing on the continued access to cash
collateral of Ventana Hills Associates Ltd. and Ventana Hills
Phase II, L.P. on December 17, 2009, at 10:30 a.m. in Courtroom
644.

The Debtor determined that the use of the cash collateral is
necessary for it to maintain sufficient liquidity so that it may
continue to operate its business in Chapter 11.

Prepetition, the Debtor borrowed money and received other
financial accommodations from Anglo-Irish Bank Corporation
Limited, in the original principal amount of $53,125,000

Ventana Hills Associates, Ltd., is the owner and operator of a
residential apartment project located in Pittsburgh, Pennsylvania,
known as "Ventana Hills Apartments.  Ventana Hills Apartments was
constructed in 2002 as a rental apartment community, in two
phases, and was purchased by the Debtor in 2004 for $50,000.

Ventana Hills Associates and affiliate Ventana Hills Phase II,
L.P., filed for Chapter 11 on November 3, 2009 (Bankr. N.D. Ill.
Case No. 09-41755).  The Debtors each estimated assets of and
debts of $50,000,001 to $100,000,000 in their respective
petitions.  Richard H. Fimoff, Esq., at Robbins, Salomon & Patt
Ltd., in Chicago, Illinois, represent the Debtor.


VIKING DRILLING: Confirms Plan to Sell Offshore Drilling Rigs
-------------------------------------------------------------
Viking Drilling ASA won confirmation of its proposed Chapter 11
plan, Bill Rochelle at Bloomberg News reported.  Viking Drilling
ASA and its units, including Offshore (USA) Inc., filed a
liquidating plan and explanatory disclosure statement where the
Debtors' three semi-submersible offshore drilling rigs will be
transferred to a liquidating trust for sale after confirmation.
The Company has been unable to find buyers for the rigs since
filing under Chapter 11 in February 2008.

The disclosure statement lists the liquidation value of the three
vessels at US$2 million to US$7 million. The appraiser, RS Platou,
said that two of the rigs may be worth nothing.  A separate
appraisal said that miscellaneous equipment purchased for US$19.1
million has an estimated liquidation value of US$9.2 million.

The Plan, according to Mr. Rochelle, calls for the liquidation
trust to sell the property and distribute the proceeds in
accordance with priorities under bankruptcy law.  The disclosure
statement says that the recovery by first- and second-lien debt
holders will be less than 50 percent.  Unsecured creditors won't
see more than 1 percent, according to the disclosure statement.

                         About Viking Drilling

Viking Drilling ASA -- http://www.vikingdrilling.com/-- provides
offshore drilling.  Viking Offshore provides controlled services
for each of the rig-owning entities under a managed service
agreement.  Viking Offshore currently has five employees at its
offices in Houston.  The Viking Drilling Group, comprised of
Viking Drilling ASA and its subsidiaries, owns three out-of-
service bare deck semi-submersibles: SS Viking Producer, SS Viking
Century, and SS Viking Prospector.

Viking Producer, Inc. and Viking Century, Inc. are Liberian
corporations fully owned by Viking Drilling ASA.  Viking
Prospector, Inc. is a Marshall Islands corporation and is also
fully owned by Viking Drilling ASA.

In February 2008, Oslo, Norway-based Viking Drilling ASA sent its
U.S. unit to Chapter 11 bankruptcy in the U.S., citing that the
reactivation project of three rigs of SS Viking Producer will
result in a major cost overrun.  It explained that completing the
reactivation project would require significant additional
financing requirement.

Viking Offshore (USA) Inc., and its affiliates filed for Chapter
11 protection on February 29, 2008 (Bankr. S.D. Tex. Case No. 08-
3121).  John P. Melko, Esq. at Gardere Wynne Sewell, LLP
represents the Debtors.  When they filed for protection from their
creditors, the companies listed assets and debts both between
US$100 million to US$500 million.

Debt includes $86 million of bonds sold in September 2006 and a
$60 million second-lien loan from February 2007. Viking also
entered into another second-lien loan in December 2007 for
$125 million.


VINEYARD NATIONAL: Plan of Liquidation Filed
--------------------------------------------
Vineyard National Bancorp filed with the U.S. Bankruptcy Court a
Plan of Liquidation and First Amended Disclosure Statement,
BankruptcyData reports.

The Disclosure Statement asserts, "The Plan provides for the
disposition of all assets of the Debtor's Estate to holders of
Allowed Claims consistent with the priority provisions of the
Bankruptcy Code, as provided for in the Debtor's Plan of
Liquidation. Remaining assets, to the extent not converted to cash
or other proceeds as of the Effective Date, will be sold or
otherwise disposed of after the Effective Date, with all net cash
proceeds to be distributed to holders of Allowed Claims as
provided for in the Plan."

                  About Vineyard National Bancorp

Vineyard National Bancorp (NASDAQ: VNBC) (AMEX: VXC.PR.D) --
http://www.vineyardbank.com/-- was the financial holding company,
which provides a variety of lending and depository services to
businesses and individuals through its wholly owned subsidiary,
Vineyard Bank, National Association.

Vineyard Bank was closed July 17 by regulators, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with California Bank & Trust, San Diego, California, to
assume all of the deposits of Vineyard Bank, N.A., excluding those
from brokers.

As of March 31, 2009, Vineyard Bank, N.A. had total assets of
$1.9 billion and total deposits of approximately $1.6 billion.  In
addition to assuming all of the deposits of the failed bank,
California Bank & Trust agreed to purchase approximately
$1.8 billion of assets.  The FDIC will retain the remaining assets
for later disposition.  California Bank & Trust purchased all
deposits, except about $134 million in brokered deposits, held by
Vineyard Bank, N.A.

Vineyard National Bancorp filed for Chapter 11 on June 21 (Bankr.
C. Calif. Case No. 09-26401).


VISTEON CORP: Court Allows $15.4 Mil. in Fees for June to August
----------------------------------------------------------------
Bankruptcy Judge Christopher Sontchi has allowed the payment of
fees, totaling $15,417,576, and the reimbursement of expenses,
totaling $605,317, to 10 professionals for the interim period from
May 28, 2009 to August 31, 2009.

The Court specifically directed the Debtors to pay the
professionals these fees and expenses:

Professional             Period            Fees      Expenses
------------            ---------       ----------   ---------
Kirkland & Ellis LLP    05/28/09-
                         08/31/09        $7,366,259    $165,924

Alvarez & Marsal North  05/28/09-
America, LLC            08/31/09         3,142,050     173,339

Brown Rudnick LLP       06/08/09-
                         08/31/09         2,173,649     119,336

Ernst & Young LLP       05/28/09-
                         08/31/09           719,258       6,021

FTI Consulting, Inc.    06/10/09-
                         08/31/09           689,785      11,251

Dickinson Wright PLLC   05/28/09-
                         08/31/09           507,853      15,007

Chanin Capital Partners 06/10/09-
LLC                     08/31/09           456,451      37,328

Pachulski Stang Ziehl   05/28/09-
& Jones LLP             08/31/09           271,145      64,428

Ashby & Geddes, P.A.    06/10/09-
                         08/31/09            91,126       8,392

Committee Members       06/10/09-
                         08/31/09                NA       4,291

                        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: Patrick Li Discloses 6.2% Equity Stake
----------------------------------------------------
Patrick Li reported in a Form 13D filing with the U.S. Securities
and Exchange Commission on November 17, 2009, that he is deemed
to directly own 8,200,000 shares of Visteon Corporation common
stock.

The shares of Visteon common stock owned by Mr. Li constitute
6.2% of the total shares issued by Visteon Corp.  As of Oct. 23,
2009, Visteon Corporation had 130,334,131 shares of common stock
outstanding.

All of the funds used to purchase the Li Shares came from the
personal funds of the Mei Qin and He Yi.  A total of
approximately $623,250 was paid to acquire the Shares between
Sept. 15 to Oct. 5, 2009.

                        About Visteon Corp

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

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

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


VISTEON CORP: To Lay Off 187 Workers in Indianapolis
----------------------------------------------------
Visteon Corporation intends to permanently lay off 187 workers at
a facility leased to Automotive Components Holdings, Inc., in
Indianapolis, Indiana, starting January 29, 2010, Inside Indiana
Business reported.  Visteon says the layoffs are the result of
the completion of current product contract with the plant's
customer.  The company says the number of reductions could be
affected voluntary attrition and retirements.

                        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: Has Access to Cash Collateral Until January 21
------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware entered a ninth supplemental interim order
authorizing Visteon Corporation and its debtor affiliates to
further use of the cash collateral.

The Debtors are authorized, through January 21, 2010, or at a date
in which an event of default has occurred, to use:

  (a) the Cash Collateral generated from the operation of
      the Debtors' businesses in the ordinary course through the
      collection of accounts receivable and the proceeds of
      other Prepetition ABL Collateral;

  (b) use the Cash Collateral in the Collateral Accounts;

  (c) use up to $20,000,000 of the Cash Collateral in accordance
      with the Currency Contracts Order to provide credit
      support under the Currency Contracts; and

  (d) use up to $40,000,000 of the Cash Collateral for purposes
      of securing DIP Letter of Credit Obligations.

To the extent the DIP Order or the DIP Documents require a
prepayment of DIP Obligations from the proceeds of any
transaction, any proceeds of ABL Priority Collateral that are
received by the Debtors as part of that transaction will either
be, at the Debtors' option:

  (a) applied to reduce the then-outstanding Prepetition ABL
      Obligations; or

  (b) retained by the Debtors as Cash Collateral and used
      pursuant to the terms of the Ninth Supplemental Interim
      Order, but will not, in any event, be used to pay or
      reduce DIP Obligations.

Pursuant to the Ninth Supplemental Interim Order, two conditions
have been added that constitute Events of Default:

  (1) If, at any time when (i) any DIP Proceeds are on deposit
      in the Controlled Accounts, and (ii) the amount of Cash
      Collateral in Collateral Accounts is less than
      $150,000,000 in the aggregate, the Debtors use any
      additional Cash Collateral, unless within two business
      days thereafter DIP Proceeds, in the amount of the lesser
      of (x) the amount then on deposit in the Controlled
      Accounts, and (y) $150,000,000, minus the amount of then
      existing amount of Cash Collateral, are expended by the
      Debtors.

  (2) If any Cash Collateral is deposited in the Controlled
      Accounts, unless that Cash Collateral has been withdrawn
      from the Controlled Accounts and either (i) deposited to
      Collateral Accounts, or (b) expended within two business
      days thereafter.

A full-text copy of the Ninth Supplemental Interim Cash
Collateral Order is available for free at:

      http://bankrupt.com/misc/Visteon_9thSuppCashOrd.pdf

The Court will convene another hearing on the Debtors' further
cash collateral use on January 21, 2010, at 11:00 a.m.

                        About Visteon Corp

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

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

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


VISTEON CORP: Gets Nod to Enter Into Accommodation Pact With Ford
-----------------------------------------------------------------
Visteon Corp. obtained the Court's authority to enter into a
customer accommodation agreement with Ford Motor Company and an
affiliate of Ford, Automotive Component Holdings, LLC.

Visteon also obtained permission to file the Accommodation
Agreement and the Access and Security Agreement under seal.

The Ford Accommodation Agreement provides for the resourcing and
transition of certain of customers' lines of business; the sale
of inventory, equipment, and tooling related to those lines of
business; and other related benefits, as well as a related access
and security agreement.

Representing the Debtors, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, tells the Court
that the Debtors have diligently evaluated restructuring and
cost-cutting measures designed to maximize their going concern
value and right-size their operational footprint.  To that end,
Ms. Jones notes, the Debtors have determined that the closure of
certain of their North American facilities, including their
Springfield, Ohio and North Penn Lansdale, Pennsylvania
facilities, would further their long-term strategic business plan
and result in significant cost savings.  The Springfield, Ohio
and North Penn facilities manufacture electronic components for
Ford.

In connection with the exit of the Springfield and North Penn
Landsdale Facilities and the resourcing of certain Ford lighting
component part production at Visteon's Carplastic Monterrey,
Mexico facility, the Debtors seek Court approval of the
Accommodation Agreement with Ford.

The parties' Accommodation Agreement provides for:

  (a) cash exit fee payments to the Debtors, aggregating
      $8,000,000;

  (b) a cash payment for the purchase of certain designated
      equipment and tooling exclusively used to manufacture the
      Customers' component parts equal to the higher of the
      orderly liquidation value or the net book value of those
      equipment and tooling; or, for equipment and tooling
      purchased more than three years ago, the orderly
      liquidation value of those equipment and tooling;

  (c) payment at 100% of Visteon's actual and documented costs
      for raw materials and 100% of the purchase order price for
      finished goods specifically related to resourced Ford and
      ACH component part production;

  (d) payment of the costs to transition of certain lines of
      business from the Debtors' North Penn facility to
      Visteon's non-debtor affiliate Cadiz Electronica S.A.;

  (e) retention of the majority of Ford business at the
      Carplastic Monterrey, Mexico facility;

  (f) reimbursement to the Debtors of costs associated with the
      wind-down of certain lines of Ford and ACH component part
      production, including fixed overhead costs and certain
      employee-related costs;

  (g) limitations on the Customers' ability to set off against
      accounts payable owing to Visteon; and

  (h) a limited release by the Customers of certain commercial
      claims against Visteon that may arise from the payments or
      other accommodations set forth in the Accommodation
      Agreement.

In exchange for these benefits, the Debtors have committed to
continue to produce and deliver component parts to the Customers
during the term of the Accommodation Agreement, as well as
provide assistance to the Customers in resourcing certain lines
of production that are no longer part of the Debtors' business
plan to other suppliers.

As part of the resourcing assistance, the Debtors:

  -- will provide the Customers with certain intellectual
     property licenses and sublicenses related to re-sourced
     Ford and ACH production lines;

  -- have agreed to build an inventory bank for the Customers,
     provided that the Customers will pay for those parts in the
     applicable purchase orders and will cover the Debtors'
     incremental accordance with the terms of costs incurred in
     building the inventory banks; and

  -- grant the Customers an option of purchasing certain
     machinery and equipment used exclusively used to
     manufacture Ford and ACH component parts.  This option
     gives the Customers immediate access to equipment and
     machinery that is necessary for the continued production of
     Ford vehicles, without the additional time and costs that
     would be associated with new manufacture or third part
     purchase of those machinery and equipment, Ms. Jones notes.

As is customary, the Customers and the Debtors have
contemporaneously entered into the Access and Security Agreement
to provide the Customers with an access right to the Debtors'
facilities subject to the Accommodation Agreement if the Debtors
fail to maintain continuity of supply.  The Debtors are also
providing a limited release, subject to certain exceptions, of
all claims and cause of actions related to specific purchase
orders or other agreements specifically governing the component
parts subject to the Accommodation Agreement.

"Entry into the Accommodation Agreement allows the Debtors to
exit the Springfield, Ohio and North Penn facilities in the most
efficient manner possible, provides additional liquidity above
the applicable purchase order prices, and allows the Debtors to
retain the majority of production currently sourced to the North
Penn and Carplastic facilities," Ms. Jones asserts.  Ms. Jones
adds that because the North Penn and Springfield, Ohio facilities
are set to be closed by early 2010, it is important that Visteon
not forgo the opportunity to obtain financial accommodation
associated with the facilities by delaying entry into the
Accommodation Agreement.

Ms. Jones relates that while the Accommodation Agreement is
limited to production at the Debtors' Springfield, Ohio, North
Penn, and Carplastic facilities, it is an important step in the
right direction to both right-size the Debtors' operational
footprint and restructure the Debtors' business relationship with
Ford.

                        About Visteon Corp

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

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

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


VISTEON CORP: Gets Nod to Enter Into Honda Accommodation Pact
-------------------------------------------------------------
Visteon Corp. and its units obtained the Court's authority to
enter into a customer accommodation agreement with Honda of
America Mfg., Inc.  The Debtors also obtained permission to file
the agreement under seal.

The Honda Accommodation Agreement provides for the resourcing and
transition of certain lines of Honda business; the sale of
inventory, equipment, and tooling related to those lines of
business; and other related benefits, as well as access and
security agreement, according to the Debtors.

The Debtors relate that their strategic business plan provides
for the sale or possible closure of their Highland Park, Michigan
facility.  The Highland Park facility is the site of Visteon's
production of Honda component parts.  Because production of Honda
component parts comprises only a small percentage of overall
production at the Facility, Honda has agreed to re-source the
component parts produced by Visteon to allow Visteon flexibility
to perform under the terms of an accommodation agreement with
Chrysler.  To provide an efficient and cost-effective method for
Honda to re-source production at the Facility and thereby help
the contemplated sale or possible closure, Visteon executed an
Accommodation Agreement with Honda.

The Visteon-Honda Accommodation Agreement obligates Honda to
provide:

  (a) within 10 business days after the date of the Court's
      entry of an order approving the Accommodation Agreement, a
      payment to Visteon of approximately $3,700,000, which
      amount reflects Honda's payment -- on a fully-accelerated
      basis -- of all reconciled amounts owed to Visteon in
      respect of deliveries prior to the Effective Date of Honda
      component parts produced at the Facility;

  (b) payment to Visteon of all accounts payable arising from
      deliveries of Component Parts to Honda after the Effective
      Date on accelerated net-15 day payment terms until the
      Termination Date;

  (c) certain limitations on Honda's ability to set off against
      accounts payable owing to Visteon;

  (d) payment to Visteon for all inventory specifically related
      to the production of re-sourced Component Pars at 100% of
      Visteon's actual and documented costs for raw materials
      and 100% of the purchase order price for finished goods;

  (e) a $155,000 surcharge payment to Visteon within five
      business days after the Effective Date of the
      Accommodation Agreement;

  (f) a $751,000 payment to Visteon with respect of costs
      associated with the wind-down of Component Part production
      at the Facility;

  (g) a $2,000,000 payment to Visteon for the purchase of
      certain designated equipment dedicated exclusively to the
      manufacture of Component Parts; and

  (h) the release of certain claims against Visteon.

In exchange for these benefits, Visteon will continue to produce
and deliver Component Parts to Honda during the term of the
Accommodation Agreement, as well as provide assistance to Honda
in re-sourcing the production of Component Parts to other
suppliers.  As part of this re-sourcing assistance, Visteon will
provide Honda with certain intellectual property licenses and
sublicenses related to the re-sourced Honda production lines.  In
addition, Visteon has agreed, upon Honda's request, to assume and
assign to Honda or its designee any contracts that Visteon has
with raw material and subcomponent providers or other suppliers
for the supply of materials necessary for the production of the
Component Parts to the extent that those contracts are assignable
and provided that Honda or its designee pays any and all cure
costs related to that assumption and assignment.

The Debtors inform the Court that because Honda operates on a
"just-in-time" delivery method, it cannot easily or quickly re-
source production to another supplier.  The Debtors relate that
if Honda does not obtain component parts from them during the
term of the Accommodation Agreement, it could run out of
inventory, negatively affecting production lines that utilize
their parts.

Thus, the Debtors aver that the Accommodation Agreement prevents
potential disruption to Honda's operations by providing for
continuity of supply during the term of the Agreement.  As is
customary, Honda and Visteon have contemporaneously entered into
an access and security agreement to provide Honda with an access
right to the Facility if Visteon fails to maintain continuity of
supply.

                        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 Plan Exclusivity Until February 18
------------------------------------------------------
Visteon Corp. and its units ask Judge Sontchi to extend their
exclusive periods to file a plan of reorganization through
February 18, 2010, and to solicit votes on that Plan through
April 22, 2010.

The Debtors relate that despite the unprecedented downturn in the
automotive sector, they are on the verge of completing an
ambitious operational restructuring in the short time that has
passed since filing for Chapter 11.  At the same time, the
Debtors note that they have been working hard to develop a plan
of reorganization based on their recently developed business
plan.

"Filing the Plan is yet another important step towards a timely
emergence -- one that will position reorganized Visteon as a
leading global Tier 1 auto supplier with a flexible and durable
capital structure," says Mark M. Billion, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware.

Mr. Billion tells the Court that the Debtors expect to file the
Plan on or before December 17, 2010.

The Debtors relate that the current structure of the Plan
contemplates that the secured lenders under Visteon's prepetition
term loan facility, who hold a first lien against most of the
Debtors' valuable assets, including foreign stock holding
companies and 65% of the Debtors' equity interests in their first
tier foreign affiliates, would receive new debt and the great
majority of new equity to be issued by reorganized Visteon.
Unsecured creditors would receive their pro rata share of
reorganized Visteon's newly issued stock to the extent any value
remains on account of unencumbered assets on a debtor by debtor
level.

According to Mr. Billion, in light of the Term Lenders' senior
secured position and given the Debtors' limited debt capacity,
the Debtors do not believe they can confirm a viable Chapter 11
plan without the Term Lenders' support.

In addition to working closely with the Term Lenders, Mr. Billion
says the Debtors have maintained an active dialogue with the
Official Committee of Unsecured Creditors regarding the
development of the Plan.  He notes that the Debtors have
proactively shared drafts of their business plan and preliminary
analyses regarding enterprise valuation and debt capacity.  In
addition, he avers, the Debtors have sponsored in-person meetings
between the Term Lenders, the Committee, and representatives of
certain of the holders of Visteon's unsecured notes to flesh out
common ground to incorporate into a reorganization structure.

Furthermore, Mr. Billion says, the Debtors have participated in
regular telephone conferences with advisors for both the Term
Lenders and the Committee, have responded promptly to requests
for due diligence, and have provided all of the key constituents
access to a data room.

"These ongoing efforts have helped to establish and maintain a
courteous and professional dialogue and a highly functional
process amongst the various stakeholders," Mr. Billion maintains.
"Nonetheless, the Term Lenders and the Committee have not reached
consensus regarding the terms of the Plan," he relates.

"Allowing the Exclusive Periods to expire could derail the
Debtors' efforts to maximize value for all creditors, to bring
these cases to a successful and expeditious conclusion, and would
likely result in increased administrative costs," Mr. Billion
asserts.  "Given the Debtors' progress to date, the Court should
approve the proposed extension and preserve the stability of
these chapter 11 cases which the Debtors have worked so hard to
achieve," he avers.

The hearing to consider the Debtors' request is scheduled on
January 21, 2010.  Pursuant to Del. Bankr. LR 9006-2, the
Debtors' Exclusive Plan Filing Period is automatically extended
until the conclusion of that hearing.

                        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: Asks Court to OK $30MM DIP Financing From Wells Fargo
-----------------------------------------------------------------
The Walking Company seeks authority from the Hon. Robin L. Riblet
of the U.S. Bankruptcy Court for the Central District of
California to obtain postpetition secured financing from a
syndicate of lenders led by Wells Fargo Retail Finance, LLC, as
administrative agent.

The DIP lenders have committed to provide up to $30 million.

Mette H. Kurth, Esq., at Arent Fox LLP, explains that the Debtor
needs the money to fund its Chapter 11 case, pay suppliers and
other parties; to pay transaction fees and expenses associated
with the DIP Financing Agreement; and to pay down with collections
the obligations under the up to $60 million pre-petition facility.

The DIP facility will mature on April 15, 2010.  The DIP facility
will incur non-default interest rate at LIBOR + 3.5% and default
interest rate at LIBOR + 5.5% per annum.

The Debtors' obligations under the DIP facility are secured by
substantially all of the Debtors' assets.

The DIP lien is subject to a carve out for U.S. Trustee and Clerk
of Court fees; up to $200,000 in fees payable to professional
employed in the Debtors' case; and up to $200,000 to be funded
into escrow per week for payment of pre-termination date fees and
expenses of estates' and the DIP Agent's professionals.

The Debtor must provide the Agent and lenders with copies of
financial reporters, schedules and other materials or information
related to the collateral.

Pursuant to the DIP Financing Agreement, the Debtor must file a
plan of reorganization and accompanying disclosure statement by
December 31, 2009, obtain approval of the disclosure statement by
January 31, 2010, and achieve confirmation of the Plan by
March 15, 2010, with the effective date of the plan to occur by
April 15, 2010.

Upon occurrence of any event of default, the Debtors will
immediately use their best efforts to sell their assets and
business operations as promptly as possible, either as a going-
concern or through going out of business sales.

The Debtor must maintain minimum aggregate availability of not
less than $3,750,000 at all times.

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

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

Landlords affiliated with GGP Limited Partnership, The Taubman
Company and Federal Realty Investment Trust and the landlords
affiliated with Simon Property Group (collectively the "Objecting
Landlords") have objected to the Debtor's request, seeking
adequate protection of their right to receive "stub rent" for the
post-petition portion of the month of December 2009, which doesn't
appear to be adequately provided for in the budget.  The Objecting
Landlords say, "While containing a category for 'Occupancy Costs',
presumably rent and related charges and expenses for Debtor's
leased locations, Debtor's Budget notably omits any clear
treatment of any amounts on account of rent for the post-petition
portion of the month of December, frequently referred to as "stub
rent".  According to the Objecting Landlords, it appears that,
notwithstanding the infusion of new financing and the increased
cash flow experienced during the peak holiday retail season,
Debtors are deferring the payment of December 2009 stub rent until
January and February 2010.  The Objecting Landlords claim that
while the Debtor hasn't filed any motion to extend the time for
performance for "cause" and such relief isn't requested in the
Financing Motion, the Debtor is effectively compelling landlords
to extend them credit, while the leased premises are being used by
the Debtor in the liquidation of the Agent's collateral.
According to the Objecting Landlords, no explanation is offered
why the landlords must "float" an interest free loan to Debtors in
the form of delayed payment of December stub rent obligations.

The Objecting Landlords also seek clarifications on the scope of
the liens and remedies sought by the financing motion.

The Objecting Landlords are represented by Ivan M. Gold, Esq., at
Allen Matkins Leck Gamble Mallory & Natsis LLP.

                      About The Walking Company

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.


WARNER CHILCOTT: Commences Tender Offer for 8.75% Senior Notes
--------------------------------------------------------------
Warner Chilcott plc disclosed that its subsidiary Warner Chilcott
Corporation has commenced a cash tender offer, on the terms and
subject to the conditions set forth in the Company's Offer to
Purchase and Consent Solicitation Statement dated December 15,
2009, for any and all of its outstanding 8.75% senior subordinated
notes due 2015.

The Company is also soliciting consents to certain proposed
amendments to the indenture governing the Notes to, among other
things, eliminate substantially all of the restrictive covenants
and certain events of default and eliminate or modify related
provisions contained in the indenture.

The Offer to Purchase more fully sets forth the terms of the
tender offer and consent solicitation.

The Notes and other information relating to the tender offer are
listed in the table below:


           Title    Principal   Tender
  CUSIP/    of      Amount      Offer            Consent
  ISIN No. Security Outstanding Consideration(1) Payment (2)
  -------- -------- ----------- ---------------- -----------
           8.75%
           Senior
           Notes
           due
93443MAC5  2015   $380,000,000   $1017.50         $30.00

Total Consideration(1)
----------------------
$1047.50


   (1) Per $1,000 principal amount of Notes and excluding accrued
       and unpaid interest, which will be paid in addition to the
       Total Consideration or Tender Offer Consideration, as
       applicable.

   (2) Per $1,000 principal amount of Notes tendered prior to the
       Consent Date.

Holders who validly tender their Notes prior to 11:59 p.m., New
York City time, on Tuesday, December 29, 2009, shall receive total
consideration of $1047.50 per $1,000 principal amount of Notes
tendered, which includes a consent payment of $30.00 per $1,000
principal amount of Notes.  Holders must validly tender and not
validly withdraw their Notes at or prior to the Consent Date in
order to be eligible to receive the total consideration (including
the consent payment).  Holders tendering their Notes after the
Consent Date will receive only the tender offer consideration of
$1017.50 per $1,000 principal amount of Notes tendered.

The Company will pay accrued and unpaid interest on all Notes
tendered and accepted for payment in the tender offer from the
last interest payment date to, but not including, the date on
which the Notes are purchased.

The tender offer is scheduled to expire at 11:59 p.m., New York
City time, on January 14, 2010, unless extended or earlier
terminated by the Company.  Any Notes tendered on or prior to the
Consent Date that are not validly withdrawn on or prior to the
Consent Date may not be withdrawn thereafter except as required by
law.  Tenders of Notes after the Consent Date may not be validly
withdrawn except as required by law.

Holders may not tender their Notes without delivering their
consents to the proposed amendments to the indenture and may not
deliver their consents without tendering their Notes pursuant to
the tender offer.  The proposed amendments will not become
effective, however, until after a majority in aggregate principal
amount of the outstanding Notes, whose holders have delivered
consents to the proposed amendments, have been accepted for
payment.

The Company has reserved the right to (and expects to) accept for
purchase Notes tendered prior to the Consent Date on a date prior
to the Expiration Date.  On the Early Settlement Date, the Company
will also pay accrued and unpaid interest from the last interest
payment date for the Notes up to, but not including, the Early
Settlement Date on the Notes accepted for purchase.

The Company's obligation to accept for purchase and to pay for
Notes validly tendered and not withdrawn pursuant to the tender
offer and the consent solicitation is subject to the satisfaction
or waiver, in the Company's discretion, of certain conditions,
which are more fully described in the Offer to Purchase,
including, among other things, receipt of the requisite number of
consents to the proposed amendments to the indenture and the
Company's consummation of an amendment to its senior secured
facilities to provide for an additional $350.0 million Term B loan
facility on or prior to the Early Settlement Date.  The Company
expects to fund the total consideration with proceeds from the new
$350.0 million Term B loan facility together with cash on hand.

The Company has retained Banc of America Securities LLC to serve
as the dealer manager and solicitation agent for the tender offer
and consent solicitation.  Questions regarding the tender offer
and consent solicitation may be directed to (646) 855-3401
(collect) or (888) 292-0070 (toll-free).  Requests for documents
may be directed to Global Bondholder Services, Inc., the
information agent for the tender offer, at (212) 430-3774 (banks
and brokers) or (866) 470-3900 (toll-free).

                          Warner Chilcott

Warner Chilcott -- http://www.wcrx.com/-- is a specialty
pharmaceutical company currently focused on the gastroenterology,
women's healthcare, dermatology and urology segments of the U.S.
and Western European pharmaceuticals markets.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Sept. 30,
2009, Moody's Investors Service assigned a rating of Ba3 to the
proposed new senior secured credit facilities of Warner Chilcott
Corporation, Warner Chilcott Company, LLC, and WC Luxco S.a r.l.
At the same time, Moody's assigned a B3 rating to the proposed new
senior unsecured notes to be co-issued by Warner Chilcott Company,
LLC, and Warner Chilcott Finance LLC.  Each of the borrowers under
the senior secured credit facilities and co-issuers of the senior
unsecured notes is a subsidiary of Warner Chilcott plc, which,
together with its subsidiaries, are collectively referred to as
"Warner Chilcott".   At the same time, Moody's withdrew the
ratings on Warner Chilcott's former senior secured credit
facilities.

In addition, Moody's affirmed Warner Chilcott's B1 Corporate
Family Rating, B1 Probability of Default Rating, B3 senior
subordinated rating and SGL-1 Speculative Grade Liquidity Rating.
The rating outlook is stable.


WASHINGTON MUTUAL: Noteholders Appeal Ruling on Disclosures
-----------------------------------------------------------
According to Law360, noteholders claiming to be principal
creditors in the bankruptcy of Washington Mutual Inc. have
appealed a judge's order compelling them to disclose details about
their holdings at the request of JPMorgan Chase Bank NA, which has
been battling the bankrupt thrift over billions of dollars in
assets.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WELLS FARGO: $13 Bil. Capital Raise Cues Moody's to Keep Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Wells Fargo &
Company (senior at A1) and its subsidiaries following the bank's
announcement of its intention to raise additional $13 billion of
capital to repay the $25 billion of preferred stock held by the
U.S. government.  The major components of the $13 billion equity
raise are a $10.4 billion equity issuance, a $1.35 billion
issuance of common stock to employees and $1.5 billion in sales
from non-core assets.

The Moody's unsupported bank financial strength rating for Wells
Fargo Bank N.A. is C, which maps to a baseline credit assessment
of A3.  Its rating for deposits and senior debt is Aa2.  Wells
Fargo & Company's long- term debt is rated A1, and all short-term
ratings for Wells Fargo Bank N.A. and Wells Fargo & Company are
Prime-1.  The deposit and senior debt ratings are lifted by
Moody's assumption that Wells Fargo benefits from very high
systemic support.  The rating outlook on the BFSR is positive,
while the rating outlook is stable for the deposit and senior debt
ratings.

Moody's said that the amount of common equity Wells Fargo will
raise to repay TARP was above its expectations when Moody's
upgraded Wells Fargo Bank N.A.'s BFSR on November 18th 2009 to C
from C-, which is a positive development both on the capital and
liquidity fronts.  Nevertheless, despite the incremental common
equity raise, the current rating incorporates the view that under
a more severe economic scenario, Wells Fargo could suffer
significantly higher credit losses and greater capital depletion.
"While Moody's view this scenario as unlikely, the BFSR reflects
the risks associated with a more severe economic forecast" said
Moody's Senior Vice President Sean Jones.

Moody's said that the positive rating outlook on the BFSR reflects
the notion that, if the emerging economic recovery takes hold, it
would minimize the risk of Wells Fargo's incurring an appreciable
spike in credit costs.  "Even under this scenario, a key ongoing
rating issue will be management's appetite to hold higher capital
ratios as opposed to taking steps to increase the company's
leverage" said Mr. Jones.

Moody's last rating action on Wells Fargo was on November 18,
2009, when its BFSR was raised to C from C-, and the company's
non-cumulative preferred stock was raised to Ba1 from Ba3, while
its junior subordinated debt was lowered to Baa2 from A3.

Wells Fargo & Company, headquartered in San Francisco, California,
reported total assets of $1.2 trillion as of September 30, 2009.


WEYERHAEUSER COMPANY: Fitch Downgrades Senior Debt Rating to 'BB+'
------------------------------------------------------------------
Weyerhaeuser Company's intent to convert to a real estate
investment trust has no impact on its current debt ratings,
according to Fitch Ratings.  Fitch downgraded Weyerhaeuser's long-
term senior unsecured debt and Issuer Default Ratings to 'BB+' in
September 2009 and maintained the Negative Rating Outlook.

That rating action does not preclude a further rating review as
the company moves to purge its retained earnings and profits as a
prerequisite to its conversion to a REIT.  The purge will include
a special cash dividend of up to $1.2 billion which would
presumably be followed by initiating a recurring quarterly
dividend.

Weyerhaeuser is operating in a challenging environment, the
doldrums of the housing market depressing all aspects of its
business in some manner, and cash flow from operations is anemic
in comparison to the company's outstanding consolidated debts.
There is a high probability that this situation will not
materially improve in fiscal 2010 which is the purpose for the
Negative Rating Outlook.  Year-to-date and in the third quarter of
2009, Weyerhaeuser was EBITDA negative, with almost $1.7 billion
in cash and securities and approximately $5.6 billion in total
debt at quarter-end.


WEYERHAEUSER COMPANY: Moody's Affirms 'Ba1' Corp. Family Rating
---------------------------------------------------------------
Moody's affirmed Weyerhaeuser Company's Ba1 corporate family and
Ba1 senior unsecured ratings and revised the outlook to developing
from stable.  The action follows the announcement by Weyerhaeuser
that its board of directors has determined that a conversion to a
real estate investment trust would best support Weyerhaeuser's
strategic direction.  The company's speculative grade liquidity
rating remains at SGL-1 and will be revisited when additional
details pertaining to the conversion are known.

The developing outlook reflects that the ratings impact cannot be
fully assessed at this time.  The board has not set a date for the
conversion, but the earliest and most likely date would be for the
2010 fiscal year.  Primary factors that would impact the ratings
would include the size and funding of the cash portion of the
earnings and profits distribution, the resulting liquidity profile
post conversion, the ongoing dividend policy and anticipated
timing for restoring credit protection metrics to levels required
to support the ratings.

Weyerhaeuser would be subject to lower taxes by converting to a
REIT.  This would be offset by the negative impact of the initial
cash distribution, the requirements to distribute at least 90% of
its taxable income to shareholders and the limitations on
operating flexibility and diversification as a result of ongoing
compliance requirements of a REIT.  Weyerhaeuser is required to
pay a special, taxable dividend to stockholders of its
undistributed earnings and profits by the end of the year of
conversion.  As of the beginning of 2010, Weyerhaeuser expects
undistributed earnings and profits to total about $6 billion
though the vast proportion of the distribution is likely to be in
stock.  The Company stated that the amount of cash distributions
could be as low as 10%.  Weyerhaeuser will seek shareholder
approval to increase the authorized number of shares at the annual
shareholder meeting in April 2010.

Weyerhaeuser's Ba1 corporate family rating considers the company's
extensive timberland holdings which provide long term debt
reduction capability and liquidity, the company's leading position
and scale in forest products and cellulose fibers which provide
operational flexibility, and the company's manageable debt
maturity profile and high current cash position.  Weyerhaeuser's
credit profile is negatively affected by its weak free cash flow
generation and debt protection measures in the midst of the
protracted U.S. housing downturn.  Financial and operating
performance across all four of Weyerhaeuser's business segments of
timber harvesting, cellulose fibers, wood products and home
building are expected to remain weak over the near term,
notwithstanding actions taken to reduce costs and curtail higher
cost production.

The company's SGL-1 liquidity rating indicates that Weyerhaeuser
has strong liquidity supported by its large cash balance, its
unencumbered asset base that can be used to augment liquidity
(most notably the timberland holdings), a manageable level of
near-term debt maturities and significant unused borrowing
capacity under its bank lines.  Weyerhaeuser's liquidity rating
may be pressured when the company converts to a REIT.  The rating
impact will depend on the size of the cash distribution and how it
is funded.

Outlook Actions:

Issuer: MacMillan Bloedel Limited

  -- Outlook, Changed To Developing From Stable

Issuer: Weyerhaeuser Company

  -- Outlook, Changed To Developing From Stable

Issuer: Willamette Industries, Inc.

  -- Outlook, Changed To Developing From Stable

Moody's last rating action on Weyerhaeuser was on September 28,
2009, when Moody's assigned a Ba1 rating to the company's proposed
senior notes offering.

Headquartered in Federal Way, Washington, Weyerhaeuser Company is
one of the world's largest integrated forest products companies
with operations in the growing and harvesting of timber; the
manufacture, distribution and sale of forest products; and real
estate construction, development and related activities.


WHITEHALL JEWELERS: Wants to Access Cash Collateral Until March 31
------------------------------------------------------------------
WJ Holdings Liquidating Company fka Whitehall Jewelers Holdings,
Inc., et al., ask the U.S. Bankruptcy Court for the District of
Delaware for permission to:

   -- extend the Debtors' use of cash collateral until March 31,
      2010; and

   -- make distribution to PWJ Lending II LLC, as agent for the
      term lenders, from cash on hand.

The Debtors relate that they need continued use of their
prepetition lenders' cash collateral, which will expire on
December 31, 2009, to fund their business postpetition.  The
Debtors note that they continue the discussions with PWJ, seeking
the term lenders' consent to a further extension of cash
collateral.

The Debtors also relate that they are addressing their remaining
wind-down issues, including the pursuit of the remaining assets,
and the reconciliation of, objection to or settlement of claims
asserted against their estates.  The Debtors are in discussions
with PWJ and the creditors committee with respect to the final
resolution of the Debtors' estates and the ultimate disposition of
the Debtors' cases.

As reported in the Troubled Company Reporter on March 25, 2009,
the Debtors related that the payment of the interim distribution
to PWJ will not prejudice the Debtors since up to $15 million of
PWJ's secured claims is entitled to priority in payment over
allowed unsecured claims in accordance with the Global Settlement
Agreement among the Debtors, the Debtors' pre- and postpetition
lenders, the Committee of Unsecured Creditors, and various
participating consignment vendors.  The Global Settlement
Agreement resolved fully and finally all disputes concerning,
among other things, competing interests in the Debtors' consigned
merchandise, well as certain other claims among the parties.

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- through its
subsidiary, Whitehall Jewelers, Inc., operates as a specialty
retailer of fine jewelry in the United States.  It offers a
selection of merchandise, including diamonds, gold, precious and
semi-precious jewelry, and watches.  As of June 23, 2008, it
operated 373 stores in regional and super-regional shopping malls
under the names Whitehall and Lundstrom.

The Company and Whitehall Jewelers, Inc., filed for Chapter 11
relief on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261).
Scott Rutsky, Esq., Peter Antoszyk, Esq., Adam T. Berkowitz, Esq.,
and Jesse I. Redlener, Esq., at Proskauer Rose LLP, represent the
Debtors as bankruptcy counsel.  James E. O'Neill, Esq., and Laura
Davis Jones, Esq., at Pachulski, Stang Ziehl & Jones, LLP,
represent the Debtors as Delaware counsel.  Epiq Bankruptcy
Solutions LLC is the claims, noticing and balloting agent.

In its schedules, Whitehall Jewelers, Inc., listed total assets of
$246,571,775 and total debts of $173,694,918.


WILLIAM M LANSDALE: Receiver of Lonesome Dove Wants Case Dismissed
------------------------------------------------------------------
Joanne E. Bozzuto, third successor receiver for Lonesome Dove
Petroleum Co., asks the U.S. Bankruptcy Court for the Central
District of California to dismiss William M. Lansdale's Chapter 11
case or to direct for the appointment of a Chapter 11 trustee.

The receiver, through Sheppard, Mullin, Richter & Hampton LLP,
relates that the Debtor filed the case in bad faith to obtain a
stay of a federal court order requiring him to turnover assets
belonging to Lonesome Dove.  The receiver adds that the Debtor
allegedly transferred over $1,000,000 to bankruptcy professionals
and family members in the month before filing.

The receiver proposes a hearing on the case dismissal before the
Hon. Erithe A. Smith on January 12, 2010, at 10:30 a.m.  The
hearing will held at Ronald Reagan Federal Building and U.S.
Courthouse, Courtroom 5A, 411 West Fourth St., Suite 5041, Santa
Ana, California.

Seal Beach, California-based William M. Lansdale filed for
Chapter 11 on November 22, 2009 (Bankr. C.D. Calif. Case No. 09-
22982).  Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl &
Jones LLP represents the Debtor in his restructuring effort.  In
his petition, the Debtor listed $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in liabilities.  According to
the schedules, the Debtor listed total assets of $5,401,257 and
total liabilities of $8,722,508.


WILLIAM M LANSDALE: Taps Pachulski Stang as Bankruptcy Counsel
--------------------------------------------------------------
William M. Lansdale asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Pachulski Stang
Ziehl & Jones LLP as general bankruptcy counsel.

The firm will, among other things:

   -- advise the Debtor on the requirements of the Bankruptcy
      Code, the Federal Rules of Bankruptcy Procedure, the Local
      Bankruptcy Rules, and the requirements of the U.S. Trustee
      pertaining to the administration of the Debtor's estate;

   -- prepare motions, applications, answers, orders, memoranda,
      reports, and papers, etc., in connection with the
      administration of the estate; and

   -- protect and preserve the estate by prosecuting and defending
      actions commenced by or against the Debtor and analyzing,
      and preparing necessary objections to, proofs of claim filed
      against the estate.

Jeffrey N. Pomerantz, Esq., a partner at the firm, tells the Court
that the firm received $130,000 on October 23, $84,506 on
November 16 and 250,000 on November 21.  The firm applied $278,744
for services rendered prepetition.  The remaining $185,762 was
deposited in the firm's client trust account and will serve as the
firm's retainer.

The hourly rates of the firm's personnel are:

     Mr. Pomerantz                         $725
     Debra Grassgreen                      $725
     Robert Saunders                       $525
     Felice Harrison, paralegal            $225

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

Mr. Pomerantz can be reached at:

     Pachulski Stang Ziehl & Jones LLP
     10100 Santa Monica Boulevard, 11th Floor
     Los Angeles, CA 90067
     Tel: (310) 277-6910
     Fax: (310) 201-0760

                     About William M. Lansdale

Seal Beach, California-based William M. Lansdale filed for
Chapter 11 on November 22, 2009 (Bankr. C.D. Calif. Case No. 09-
22982.)  In his petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.  According to schedules, the Debtor listed total
assets of $5,401,257 and total liabilities of $8,722,508.


WILLIAM M LANSDALE: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
William M. Lansdale filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $374,225
  B. Personal Property            $5,027,032
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $910,249
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $603,648
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,208,610
                                 -----------      -----------
        TOTAL                     $5,401,257       $8,722,508

Seal Beach, California-based William M. Lansdale filed for
Chapter 11 on November 22, 2009 (Bankr. C.D. Calif. Case No. 09-
22982.)  Jeffrey N. Pomerantz, Esq. at Pachulski Stang Ziehl &
Jones LLP represents the Debtor in his restructuring effort.  In
his petition, the Debtor listed $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in liabilities.


WILLIAM M LANSDALE: Section 341(a) Meeting Scheduled for January 7
------------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in William M. Lansdale's Chapter 11 case on January 7, 2010, at
11:00 a.m.  The meeting will be held at 411 W Fourth St., Room
1-159, Santa Ana, California.

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.

Seal Beach, California-based William M. Lansdale filed for
Chapter 11 on November 22, 2009 (Bankr. C.D. Calif. Case No. 09-
22982).  Jeffrey N. Pomerantz, Esq. at Pachulski Stang Ziehl &
Jones LLP, represents the Debtor in his restructuring effort.  In
his petition, the Debtor listed $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in liabilities.  According to
the schedules, the Debtor listed total assets of $5,401,257 and
total liabilities of $8,722,508.


WIMM-BILL-DANN OJSC: Moody's Gives Stable Outlook on 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investors Service has changed the outlook on the Ba3
corporate family rating of Wimm-Bill-Dann OJSC to stable from
negative.

The change in rating outlook reflects Wimm-Bill-Dann's sustainable
cash generation and strong credit metrics in a challenging
economic environment, improved liquidity and Moody's expectation
that the company is well-positioned in the Russian food market to
benefit from a sustainable economic recovery and respective
recovery of consumer demand when these materialize.

On the back of tight cost control, prudent working capital
management, investment flexibility and adjusted product mix, the
company has delivered high margins, continued to generate positive
free cash flow and managed to reasonably preserve cash.  At the
same time, remaining moderately leveraged, Wimm-Bill-Dann extended
its debt maturity profile and arranged for bank backup facilities
to support its funding requirements, including debt repayments.
Wimm-Bill-Dann's Debt to EBITDA has remained under 2x (LTM 9M 2009
level is 1.7x), Retained Cash Flow to Net Debt is around 70% and
EBITA Interest Coverage is 5.5x, all the ratios incorporate
Moody's standard adjustments and are LTM 9M 2009 basis-measured.
As of the end of September 2009, the liquidity profile was
acceptable, with all the requirements covered, factoring in
reasonably expected cash generation, cash and cash equivalent of
around US$206 million and long-term committed unused bank
facilities.  The cash and cash equivalents more than cover the
company's short-term debt obligations.

The assignment of the stable outlook factors the established
cushion under the company's financial metrics and expectation of
continuous relative resilience and capacity to generate stable
operating cash flows in the weak economic conditions.  The outlook
captures the performance challenges, including uncertainty of a
recovery of consumer demand, input cost pressures and the risk of
a depreciation of the domestic currency.  At the same time, the
outlook is underpinned by the assumption that Wimm-Bill-Dann will
continue to conservatively manage its debt profile and proactively
address any refinancing needs, with Debt to EBITDA not to exceed
2.5x in the medium term, while its short-term debt obligations to
remain reasonably covered by its cash and committed backup
facilities.

The last rating action on the company was implemented on 10
November 2008, when Moody's changed the outlook on the company's
Ba3 rating from stable to negative.

Wimm-Bill-Dann is one of Russia's largest manufacturers of dairy
products and beverages, as well as baby food, with more than
16,000 employees and 37 production facilities located
predominantly in Russia, as well as in Uzbekistan, Kyrgyzstan,
Ukraine and Georgia.  Of the company's 2008 sales of
US$2.8 billion, dairy products account for approximately 73%.  The
company's founding shareholders have a 44% stake in the company.
Groupe Danone, together with its subsidiaries, holds a 18.4%
stake, which enables it to nominate a member to WBD's board of
directors.


WINDSTREAM CORPORATION: Moody's Puts Ba3 Rating on $600 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Windstream
Corporation's proposed $600 million senior unsecured notes
offering, that will be issued under the same indenture governing
the 7-7/8% notes, due 2017.  The company expects to use the net
proceeds primarily to help fund the cash portion of the pending
acquisitions of NuVox Inc. and Iowa Telecommunications Services,
Inc., which, including the repayment of the target companies'
outstanding debt will total over $1.3 billion.  Moody's notes that
combined with cash on hand and $500 million availability under its
revolver, Windstream has sufficient liquidity to complete the
acquisitions.  Over the next 12 months, Moody's anticipates
Windstream to maintain its very good liquidity, driven by healthy
cash flow from operations.

Moody's has taken these rating actions:

Issuer: Windstream Corporation

  -- US$600M Senior Unsecured Regular Bond/Debenture, Assigned
     Ba3, LGD5 - 73%

Moody's notes that the $600 million in contemplated funding will
elevate the Company's adjusted debt-to-LTM EBITDA leverage to over
4.1x, as the company would not have the full benefit of cash flow
from its acquisitions.  On a proforma basis, adjusted leverage
would be about 3.6x.  Moody's also notes that increasing
competition will continue to constrain revenues for all incumbent
wireline telcos, which will pressure Windstream's EBITDA and cash
flow.  However, Moody's believes that despite the competitive
challenges, the company's leverage should trend back to below the
mid 3.0x levels by mid-2011 as it realizes the synergy benefits
from its recent acquisitions.  These levels are consistent with
the credit profile of a Ba2 - Stable corporate family rating.
Moody's also notes that the Company's management team has a good
track record for meeting its leverage commitments.

Moody's most recent rating action for Windstream was on
November 24, 2009.  At that time, Moody's affirmed Windstream's
ratings following the announcement of the company's plans to
acquire Iowa Telecom.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 16 states and generated about
$3.0 billion in annual revenues in the twelve months ended
9/30/2009.


YOGI CARPET & TILE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Yogi Carpet & Tile, Inc.
        7309 East Colonial Drive
        Orlando, FL 32807

Bankruptcy Case No.: 09-19058

Chapter 11 Petition Date: December 15, 2009

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

Debtor's Counsel: Philip Duston Bartlett, III, Esq.
                  Bartlett & Nazareth PA
                  625 E Colonial Drive
                  Orlando, FL 32803
                  Tel: (321) 319-0587
                  Fax: (866) 449-8042
                  Email: philip@bartnazlaw.com

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

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

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

             http://bankrupt.com/misc/flmb09-19058.pdf

The petition was signed by Dario Hernandez, president of the
Company.


* Wells Fargo Joins Citigroup in Repayment of Bailout Funds
-----------------------------------------------------------
Citigroup Inc. and Wells Fargo & Co. won agreements to begin
extracting themselves from the U.S. government's Troubled Asset
Relief Program (TARP) by paying back a total of $45 billion in
aid.


* FBI Investigating Fewer Cases of Bankruptcy Fraud
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that federal authorities
are prosecuting the fewest cases of bankruptcy fraud since at
least 1986.  The Federal Bureau of Investigation has assigned
agents to other types of white-collar crime while others were
reassigned to national security.


* Former Pepsico Executive Steven Gold Joins Alvarez & Marsal
-------------------------------------------------------------
Steven Gold, former operating partner at Stone Tower Capital and
chief supply chain officer of PepsiCo, has joined Alvarez & Marsal
as a managing director based in Chicago.

Named one of the top 25 most influential consultants in the world
by Consulting magazine, Mr. Gold brings more than 20 years of
experience working with multi-national manufacturers, distributors
and logistics providers on operational improvements, cost
reduction and growth strategies.  Throughout his career he has
served in key leadership and transformational roles across a range
of industries, including consumer products, food and beverage,
transportation and distribution.

"The need to improve performance by identifying operational
efficiencies is not limited to troubled companies," said Tony
Alvarez, co-founder and co-CEO of Alvarez & Marsal.  "Steve has
had exceptional success transforming the operations of global
organizations both as an executive and as an investor.  The
insights and expertise he brings to bear will be invaluable
additions to our clients."

Prior to joining Alvarez & Marsal, Mr. Gold was an operating
partner with Stone Tower Capital, a New York-based multi-billion
dollar private investment fund where he focused on the acquisition
of consumer products and transportation related enterprises.  Mr.
Gold also served as the chief supply chain officer of PepsiCo
(PEP) where was responsible for the company's global supply chain
strategy and transformation across Frito-Lay, Tropicana, Quaker
Oats and Gatorade operations.  He also served as chairman of the
PepsiCo Sustainability initiative. Earlier in his career, Mr. Gold
was a managing director and partner-in-charge of the Supply Chain
practice with BearingPoint.

Mr. Gold sits on the Board of Directors of AHN International and
Open Mile, and previously served on the Board of Directors of
United Agricultural Products (UAPH) until it was acquired in 2008.
He also sits on the Board of Trustees of the Adler Planetarium.
He earned a bachelor's degree in business administration from Ohio
State University.

                      About Alvarez & Marsal

Since 1983, Alvarez & Marsal -- http://www.alvarezandmarsal.com--
has set the standard for working with organizations to solve
complex problems, boost operating performance and maximize value
for stakeholders.  An independent global professional services
firm, A&M helps companies across the industry spectrum improve
operating and financial performance, and to navigate business,
litigation and tax matters with speed, responsiveness and
unmatched quality.  The firm serves as business advisers or in
interim management roles during periods of change or transition.
A&M clients range from multinational to middle-market companies
around the world that are both publicly held and privately owned.
Alvarez & Marsal professionals serve large and mid-cap private
equity firms, company management and boards and other stakeholders
aiming to drive sustainable results up and down the balance sheet.

A founder of the modern day restructuring industry, Alvarez &
Marsal has been honored numerous times by the Turnaround
Management Association and has been recognized as one of the Best
Firms to Work For by Consulting magazine.


* Hoffman to Replace Rosenthal in Worcester as Bankruptcy Judge
---------------------------------------------------------------
Chief Judge Sandra L. Lynch of the United States Court of Appeals
for the First Circuit announced December 9 that Melvin S. Hoffman
has been selected to fill the vacancy in the United States
Bankruptcy Court for the District of Massachusetts, created by the
retirement of Judge Joel Rosenthal.  Mr. Hoffman will be appointed
to the bankruptcy bench upon FBI clearance and will sit in
Worcester, Massachusetts.

Mr. Hoffman received a Bachelor of Arts degree from Yeshiva
University and a J.D. degree from Syracuse University Law School.
Mr. Hoffman is presently a partner in the firm of Looney &
Grossman LLP in Boston, where he practices primarily in the areas
of bankruptcy and insolvency work.  He has a wealth of experience
handling all manner of bankruptcy issues including representing
commercial lenders and borrowers, serving as debtor's counsel in
Chapter 11 bankruptcy reorganizations, appearing in Chapter 7
cases on behalf of trustees, secured and unsecured creditors, and
representing consumer debtors in Chapter 7 and Chapter 13 cases.

Following his graduation from law school, Mr. Hoffman clerked for
Judge Harold Lavien of the Massachusetts Bankruptcy Court, as the
first law clerk ever appointed by a bankruptcy judge in
Massachusetts.  Mr. Hoffman has been active in the Bankruptcy
Section of the Boston Bar Association and has provided pro bono
representation to consumers in need of bankruptcy relief under the
auspices of the Boston Bar Association.  He has published numerous
articles in the field of bankruptcy law and has presented many
continuing legal education programs.

Chief Judge Lynch stated that "the Court is extremely pleased that
a bankruptcy practitioner of Mr. Hoffman's stature will fill this
important judgeship.  The Worcester community and the District as
a whole will benefit greatly from Mr. Hoffman's knowledge and
experience."

Chief Judge Lynch also expressed her sincere gratitude to the
members of the Bankruptcy Merit Selection Panel, which was chaired
by Circuit Judge Jeffrey R. Howard.  The members of the Panel
were: District Judge F. Dennis Saylor, District of Massachusetts;
Deborah Birnbach, Goodwin Procter, Boston, MA; Denise Pappalardo,
Chapter 13 Trustee, Worcester, MA; Richard Sheils, Bowditch &
Dewey, Worcester, MA; and Gary Wente, Circuit Executive, Boston,
MA.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Blue Dog Gifts, Inc.
   Bankr. W.D. Ark. Case No. 09-76202
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/arwb09-76202.pdf

In Re Abdoumalik Abdoulladjanov
   Bankr. C.D. Calif. Case No. 09-26494
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/cacb09-26494.pdf

In Re Harold Franklin Mendenhall
        faw G&G Design, Inc.
        faw Mendenhall Productions, Inc.
        dba Mendenhall Productions
   Bankr. C.D. Calif. Case No. 09-44618
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/cacb09-44618.pdf

In Re Piecemakers
   Bankr. C.D. Calif. Case No. 09-23664
      Chapter 11 Petition filed December 8, 2009
         Filed as Pro Se

In Re Kevin Anthony Kalua
        aka Kevin Kalua
   Bankr. N.D. Calif. Case No. 09-14152
      Chapter 11 Petition filed December 8, 2009
         Filed as Pro Se

In Re Caribbean Cargo Shipping Inc.
        dba Caribbean Cargo
   Bankr. N.D. Gan. Case No. 09-92434
      Chapter 11 Petition filed December 8, 2009
         Filed as Pro Se

In Re Jenkins V, LLC
   Bankr. S.D. Ga. Case No. 09-61156
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/gasb09-61156.pdf

In Re Oliver's General Store, Inc.
   Bankr. S.D. Ga. Case No. 09-61157
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/gasb09-61157.pdf

In Re Metropolitan Fire Restoration Services, Inc.
   Bankr. N.D. Ill. Case No. 09-46466
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/ilnb09-46466.pdf

In Re Dora L. Aja
   Bankr. Mass. Case No. 09-21872
      Chapter 11 Petition filed December 8, 2009
         Filed as Pro Se

In Re TAVLAW, LLC
   Bankr. Mass. Case No. 09-45229
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/mab09-45229.pdf

In Re Braelynn Land, LLC
   Bankr. Nev. Case No. 09-33061
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/nvb09-33061.pdf

In Re Vatche N. Manoukian
   Bankr. N.H. Case No. 09-14787
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/nhb09-14787.pdf

In Re Colleen Strawbridge
   Bankr. S.D. N.Y. Case No. 09-17208
      Chapter 11 Petition filed December 8, 2009
         Filed as Pro Se

In Re Kentucky Fried Chicken of Danbury, Inc.
   Bankr. S.D. N.Y. Case No. 09-38424
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/nysb09-38424.pdf

In Re North Street Food Services, Inc.
        aka KFC
   Bankr. S.D. N.Y. Case No. 09-38425
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/nysb09-38425.pdf

In Re River Edge Auto Service, Inc.
        dba Wicliffe Sunoco
   Bankr. N.D. Ohio Case No. 09-21583
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/ohnb09-21583.pdf

In Re James L. Decker, Jr.
   Bankr. W.D. Pa. Case No. 09-71438
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/pawb09-71438.pdf

In Re Joseph M. Ravas
        aka Joseph Michael Ravas
      Michelle L. Ravas
   Bankr. W.D. Pa. Case No. 09-29054
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/pawb09-29054.pdf

In Re Ronald E. Barr, Jr.
        dba Barr's Vending
        dba Barr's Auto
        dba Freeport Laundromat
   Bankr. W.D. Pa. Case No. 09-29042
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/pawb09-29042.pdf

In Re John E. Herbison
        dba John Herbison Attorney
   Bankr. M.D. Tenn. Case No. 09-14011
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/tnmb09-14011.pdf

In Re 786 Enterprises, Inc.
        dba BBQ Tonite
   Bankr. N.D. Texas Case No. 09-38386
      Chapter 11 Petition filed December 8, 2009
         See http://bankrupt.com/misc/txnb09-38386.pdf

In Re Jim T. Carrillo
      Elvera Carrillo
        aka Vera Carrillo
   Bankr. Ariz. Case No. 09-31710
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/azb09-31710.pdf

In Re San Vicente Ventures, LLC, a California limited liability
company
   Bankr. C.D. Calif. Case No. 09-44823
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/cacb09-44823.pdf

In Re G. Lawson Investments Inc.
   Bankr. E.D. Calif. Case No. 09-46896
      Chapter 11 Petition filed December 9, 2009
         Filed as Pro Se

In Re Brant Funeral Services, LLC
   Bankr. M.D. Fla. Case No. 09-28031
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/flmb09-28031.pdf

In Re Thomas T. LeBlanc
   Bankr. M.D. Fla. Case No. 09-10370
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/flmb09-10370.pdf

In Re William Patrick Hecker
   Bankr. M.D. Fla. Case No. 09-28038
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/flmb09-28038.pdf

In Re Lithoprint Inc.
   Bankr. N.D. Ill. Case No. 09-46548
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/ilnb09-46548.pdf

In Re Dancing Oil Can, Inc.
   Bankr. E.D. Ky. Case No. 09-10733
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/kyeb09-10733.pdf

In Re Brian Alan Smith
   Bankr. Md. Case No. 09-34032
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/mdb09-34032.pdf

In Re Kathleen Tyger Bailey
        aka Melody Springs
   Bankr. Md. Case No. 09-33987
      Chapter 11 Petition filed December 9, 2009
         Filed as Pro Se

In Re USA Realty Trust
   Bankr. Mass. Case No. 09-45236
      Chapter 11 Petition filed December 9, 2009
         Filed as Pro Se

In Re Dependable Disposal Inc.
   Bankr. Minn. Case No. 09-48357
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/mnb09-48357.pdf

In Re D.F. Restaurants, LLC
   Bankr. E.D. Mo. Case No. 09-52479
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/moeb09-52479.pdf

In Re Bruno Malorni
   Bankr. Nev. Case No. 09-33098
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/nvb09-33098.pdf

In Re Steven Howard
      Joyce Howard
   Bankr. Nev. Case No. 09-33125
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/nvb09-33125.pdf

In Re Robert Henry Brooks
   Bankr. N.H. Case No. 09-14810
      Chapter 11 Petition filed December 9, 2009
         Filed as Pro Se

In Re Daytona Holdings, Inc.
        dba Olympic Airporter
        dba Olympic Limousine Service, Inc.
        dba Wall Diesel & Auto
   Bankr. N.J. Case No. 09-43157
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/njb09-43157.pdf

In Re Core Electric, Inc.
    Bankr. E.D. N.Y. Case No. 09-79467
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/nyeb09-79467p.pdf
         See http://bankrupt.com/misc/nyeb09-79467c.pdf

In Re Spa Chakra Indiana LLC
   Bankr. S.D. N.Y. Case No. 09-17228
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/nysb09-17228.pdf

In Re Reprographics, Inc.
   Bankr. W.D. N.Y. Case No. 09-15754
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/nywb09-15754.pdf

In Re Constance M. Linn
        aka Connie Linn
   Bankr. E.D. Pa. Case No. 09-19471
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/paeb09-19471.pdf

In Re Stephen Allen Davis
   Bankr. M.D. Tenn. Case No. 09-14061
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/tnmb09-14061.pdf

In Re Patricia Arnold
   Bankr. N.D. Texas Case No. 09-38403
      Chapter 11 Petition filed December 9, 2009
         See http://bankrupt.com/misc/txnb09-38403.pdf

In Re 4633 Van Buren, LLC
   Bankr. Ariz. Case No. 09-31915
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/azb09-31915.pdf

In Re Bart Schrader
      Karen Schrader
   Bankr. Ariz. Case No. 09-31861
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/azb09-31861.pdf

In Re City Lofts, L.L.C.
   Bankr. Ariz. Case No. 09-31910
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/azb09-31910.pdf

In Re Mckinley Lofts, L.L.C.
   Bankr. Ariz. Case No. 09-31912
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/azb09-31912.pdf

In Re Honey LLC a California corporation
        dba Carpeteria
   Bankr. C.D. Calif. Case No. 09-39948
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/cacb09-39948.pdf

In Re Horizon Grocers, LLC
   Bankr. C.D. Calif. Case No. 09-44996
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/cacb09-44996.pdf

In Re RJO Fitness, LLC
   Bankr. M.D. La. Case No. 09-11921
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/lamb09-11921.pdf

In Re Lemaster Restoration Inc.
   Bankr. Minn. Case No. 09-48375
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/mnb09-48375.pdf

In Re Keyport Hand Car Wash, LLC
   Bankr. N.J. Case No. 09-43286
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/njb09-43286.pdf

In Re David Patrick McCraney
        dba David McCraney, MD
      Kimberly nmn McCraney
   Bankr. N.M. Case No. 09-15667
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/nmb09-15667.pdf

In Re Bozrock, LLC
   Bankr. S.D. N.Y. Case No. 09-17252
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/nysb09-17252.pdf

In Re BF Cuzzer LLC
        dba Northfield Food & Drink Co.
   Bankr. W.D. N.Y. Case No. 09-23262
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/nywb09-23262.pdf

In Re Newbold Corporation
   Bankr. W.D. N.C. Case No. 09-33421
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/ncwb09-33421.pdf

In Re The Family Care Group, PC
   Bankr. W.D. Tenn. Case No. 09-33788
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/tnwb09-33788.pdf

In Re Timothy Joseph Heimann
      Cynthia Heimann
   Bankr. N.D. Ala. Case No. 09-85034
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/alnb09-85034.pdf

In Re Downtown Restaurant, LLC
   Bankr. Ariz. Case No. 09-32061
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/azb09-32061.pdf

In Re That's Italiano LLC
   Bankr. Ariz. Case No. 09-32057
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/azb09-32057.pdf

In Re TM Development Group, L.L.C.
   Bankr. Ariz. Case No. 09-32024
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/azb09-32024.pdf

In Re Anthony Carl Duffy
   Bankr. C.D. Calif. Case No. 09-23867
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/cacb09-23867.pdf

In Re St. Patrick's Day Lease, LLC, a California limited liability
company
   Bankr. C.D. Calif. Case No. 09-45134
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/cacb09-45134.pdf

In Re Tanya M. Parks
   Bankr. N.D. Ill. Case No. 09-46959
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/ilnb09-46959.pdf

In Re Hearthstone Lawn Services, LLC
   Bankr. Md. Case No. 09-34124
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/mdb09-34124.pdf

In Re Periwinkle Group
   Bankr. Nev. Case No. 09-33267
      Chapter 11 Petition filed December 11, 2009
         Filed as Pro Se

In Re Twain Plaza One, LLC
   Bankr. Nev. Case No. 09-33311
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/nvb09-33311.pdf

   In Re Twain Plaza Two, LLC
      Bankr. Nev. Case No. 09-33309
          Chapter 11 Petition filed December 11, 2009
             See http://bankrupt.com/misc/nvb09-33309.pdf

In Re Vortechx Applied Technologies, LLC
   Bankr. N.J. Case No. 09-43483
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/njb09-43483.pdf

In Re Susan Lombardo
        aka Susan Esposito
        aka Susan Esposito-Lombardo
   Bankr. E.D. N.Y. Case No. 09-79494
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/nyeb09-79494.pdf

In Re Havana on the Go, Inc.
        dba Havana Grill
   Bankr. E.D. N.C. Case No. 09-10796
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/nceb09-10796.pdf

In Re Randolph Foy, III
      Jennifer Elizabeth Foy
   Bankr. E.D. N.C. Case No. 09-10800
      Chapter 11 Petition filed December 11, 2009
         Filed as Pro Se

In Re Two R Corporation
   Bankr. E.D. Pa. Case No. 09-23197
      Chapter 11 Petition filed December 10, 2009
         See http://bankrupt.com/misc/paeb09-23197.pdf

In Re Auto Ventures, Inc.
        aka Autoventures, Inc.
   Bankr. M.D. Pa. Case No. 09-09598
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/pamb09-09598.pdf

In Re Hal S. Klein
      Jeanne D. Klein
   Bankr. W.D. Pa. Case No. 09-29130
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/pawb09-29130.pdf

In Re Ivan Howard Adler
        dba Super Gigante
      Gena Soonyi Adler
   Bankr. M.D. Tenn. Case No. 09-14197
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/tnmb09-14197.pdf

In Re Jesse Payten
        dba Axiom Limousine Service
        dba Avision Limousine Service
        dba Expert Cleaning Service
      Connie Payten
   Bankr. E.D. Texas Case No. 09-43928
      Chapter 11 Petition filed December 11, 2009
         See http://bankrupt.com/misc/txeb09-43928.pdf

In Re Markland (Stagecoach) LLC
   Bankr. Ariz. Case No. 09-32121
      Chapter 11 Petition filed December 12, 2009
         See http://bankrupt.com/misc/azb09-32121.pdf

In Re Certified Color Corp, Inc.
   Bankr. C.D. Calif. Case No. 09-23883
      Chapter 11 Petition filed December 12, 2009
         See http://bankrupt.com/misc/cacb09-23883.pdf

In Re Annex Grill, Inc.
        dba Sotto
   Bankr. N.J. Calif. Case No. 09-43562
      Chapter 11 Petition filed December 13, 2009
         See http://bankrupt.com/misc/njb09-43562.pdf

In Re Deborah H. Keahn
        aka Deb Keahn
        aka Debbie Keahn
        aka Debra Keahn
   Bankr. Ariz. Case No. 09-32159
      Chapter 11 Petition Filed December 14, 2009
         Filed As Pro Se

In Re Johnco Plumbing Inc.
   Bankr. Ariz. Case No. 09-32138
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/azb09-32138.pdf

In Re Sunset Professional Park, LLC
   Bankr. Ariz. Case No. 09-32194
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/azb09-32194.pdf

In Re Sugar Enterprises, Inc.
        dba Bartholomew Jewelry
   Bankr. W.D. Ark. Case No. 09-76294
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/arwb09-76294.pdf

In Re Click and List Realty Inc.
        aka Click And List
        aka First Choice Financial
   Bankr. C.D. Calif. Case No. 09-26844
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/cacb09-26844.pdf

In Re Haydon Family Farm and Park, LLC
   Bankr. N.D. Calif. Case No. 09-60933
      Chapter 11 Petition Filed December 14, 2009
         Filed As Pro Se

In Re J. Residential Planning, LLC
   Bankr. Conn. Case No. 09-33510
      Chapter 11 Petition Filed December 14, 2009
         Filed As Pro Se

In Re Ralph J. Givens
   Bankr. Del. Case No. 09-14401
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/deb09-14401.pdf

In Re Donald H. Owen
      Janice L. Owen
   Bankr. M.D. Fla. Case No. 09-28341
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/flmb09-28341.pdf

In Re Compass Mechanical Services, Inc.
   Bankr. N.D. Ill. Case No. 09-47131
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/ilnb09-47131.pdf

In Re A & S Realty Limited LLC
        dba A&S Realty Trust
   Bankr. Mass. Case No. 09-22089
      Chapter 11 Petition Filed December 14, 2009
         Filed As Pro Se

In Re Vincent A. Orlando
   Bankr. Mass. Case No. 09-22071
      Chapter 11 Petition Filed December 14, 2009
         Filed As Pro Se

In Re Robert G. Christofferson
        dba Robert Christofferson Logging
      Edith R. Christofferson
   Bankr. Minn. Case No. 09-61413
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/mnb09-61413.pdf

In Re S.S. Kingshighway L.L.C.
   Bankr. E.D. Mo. Case No. 09-52682
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/moeb09-52682.pdf

In Re Pamrapo Development LLC
   Bankr. N.J. Case No. 09-43632
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/njb09-43632.pdf

In Re Asheville Cultural Arts Center, LLC
   Bankr. W.D. N.C. Case No. 09-11357
      Chapter 11 Petition Filed December 14, 2009
         Filed As Pro Se

In Re Editorial La Semana, Inc.
   Bankr. Puerto Rico Case No. 09-10691
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/prb09-10691.pdf

In Re Senges Hermanos, Inc.
   Bankr. Puerto Rico Case No. 09-10663
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/prb09-10663.pdf

In Re David Clarence Lane, Jr.
   Bankr. M.D. Tenn. Case No. 09-14245
      Chapter 11 Petition filed December 14, 2009
         See http://bankrupt.com/misc/tnmb09-14245.pdf



                            *********

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 **