TCR_Public/091218.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 18, 2009, Vol. 13, No. 349

                            Headlines


1031 TAX GROUP: Professionals Paid $19 Million
580 HAYES STREET: Case Summary & 10 Largest Unsecured Creditors
ACCREDITED HOME: To Auction Orphaned Loans and Properties
ACCURIDE CORP: Disclosure Statement Hearing Today
AFC ENTERPRISES: Moody's Affirms 'B1' Corporate Family Rating

AHERN RENTALS: Announces Exchange Offer for 2nd Lien
AMERICAN INT'L: Seeks Dismissal of Brookfield Suit on Swap Deal
AMERIGROW RECYCLING: U.S. Trustee Picks 3-Member Creditors Panel
AMERIGROW RECYCLING: Gets Continued Access to Fifth Third Cash
AOL INC: Breaks Up With Time, To Cut 2,500 Staff, Sell Assets

ARTISAN HOTEL IN DOWNTOWN: Needs More Money to Pay Overhead
ARVINMERITOR INC: Annual Shareholders' Meeting on January 28
ARVINMERITOR INC: Holders of More than 5% Equity Stake
ARVINMERITOR INC: Plans to Extend Maturity of Revolver, 2012 Notes
ASAT HOLDINGS: Shareholders OK Change to Articles of Association

ASYST TECHNOLOGIES: Unsecured Claims Unlikely to Have Any Value
AVAX TECHNOLOGIES: Has Closed Bridge Loan Financing
AVENSYS CORP: Signs Share Purchase Agreement to Sell Sole Unit
BAYARD WILLIAM: U.S. Trustee Unable to Appoint Creditors Committee
BAYVIEW HOLDINGS: Files Schedules of Assets and Liabilities

BEAUDRY RV: Lays Off 51 Employees in Tucson and Chandler
BENDER SHIPBUILDING: VT Wants to Acquires Assets for $21 Million
BERNARD MADOFF: SEC Advocates Pegging Claims to Inflation Rate
BOCO DEVELOPMENT: Voluntary Chapter 11 Case Summary
BRICK & MORTAR: Case Summary & 18 Largest Unsecured Creditors

BROCK TUCY: Case Summary & 20 Largest Unsecured Creditors
BROCK TUCY: Mass. RV Park with 600 Acres Files in Boston
BROOKSIDE TAMPA: Files for Bankruptcy Over Foreclosure Suit
BUILDERS FIRSTSOURCE: Files Prospectus on Subscription Rights
BOCO DEVELOPMENT: Voluntary Chapter 11 Case Summary

BRICK & MORTAR: Case Summary & 18 Largest Unsecured Creditors
BROCK TUCY: Case Summary & 20 Largest Unsecured Creditors
BURLINGTON COAT: S&P Changes Issue-Level Rating to 'B-' From CCC+
CAPITAL CORP: Taps David A. Heaberlin as Plan Administrator
CAPITAL GROWTH: Files Pro Forma Financials to Reflect Vanco Deal

CARBIZ INC: Reports $2.14-Mil. Net Loss for October 31 Quarter
CHEMTURA CORP: Exceeding Targets, Working on Debt-Equity Plan
CITIGROUP INC: Board Amends Bylaws on Appointment of Lead Director
CITIGROUP INC: Registers T-DECS With New York Stock Exchange
CLIFFORD RALPH: U.S. Trustee Wants Case Converted to Chapter 7

COBBLESTONE ESTATES: Talks with BNY Failed, Ch. 11 Case Dismissed
COLONIAL BANCGROUP: Challenges Capital Deal with FDIC
COINMACH SERVICE: Moody's Cuts Corporate Family Rating to 'Ca'
COOPER-STANDARD: In Talks for Much Lower Loan Interest Rate
CONSTRUCTION LABOR: Case Summary & 14 Largest Unsecured Creditors

COPANO ENERGY: Moody's Reviews 'Ba3' Corporate Family Rating
CULLIGAN INTERNATIONAL: Moody's Junks Corporate Family Rating
DBSI INC: Executive Park Drive Office Buildings to Be Auctioned
DELPHI CORP: Off-Calender Motions Dismissed by Court
DELPHI CORP: Retirees Group Continues Pension Fight

DELPHI CORP: Trade Committee Seeks Allowance of $1.55MM Payment
DELTA AIR: 4 Officers Dispose of 110,000 Shares
DELTA AIR: Files U.S. Airline Conference Materials With SEC
DELTA AIR: Offers Full Year 2009 Forecast
DELTA AIR: To Explore Travel Options in Nigeria

DENNY HECKER: Bankruptcy Trustee to Rule on Debts Next Year
DOCUMENT SECURITY: Unveils Debt Reduction and Refinancing
DOT VN: Posts $1.35-Mil. Net Loss for October 31 Quarter
EDGE PETROLEUM: Court Confirms Plan; Sale to Mariner Approved
ENDEAVOUR HIGHRISE: Wonmore Buys Remaining Units in Clear Lake

ENERGAS RESOURCES: Posts $128,000 Net Loss for October 31 Quarter
FAIRCHILD CORP: PBGC Assumes Underfunded Pension Plans
FONTAINEBLEAU LV: Fox Rothschild Bills $242,500 for June-Oct.
FONTAINEBLEAU LV: M&M Lienholders Appeal Icahn DIP Order
FOURTH QUARTER 118: Can Access Rents to Fund Business Operations

FOURTH QUARTER 118: U.S. Trustee Appoints Creditors Committee
FOURTH QUARTER 118: Files Schedules of Assets and Liabilities
FOURTH QUARTER XLVII: Files Schedules of Assets and Liabilities
FOURTH QUARTER XLVII: U.S. Trustee Picks 3-Member Creditors Panel
GASTROENTEROLOGY CENTER: Police Wants Prosecution of Dipak Desai

GENERAL GROWTH: Seeking Resolution of Add'l $3-Billion Debt
GENERAL MOTORS: Chief Promises to Repay Bailout Funds
GLASSLINE PARTNERSHIP: U.S. Trustee Unable to Form Creditors Panel
GREATER ATLANTIC: Cancels TruPS Buyback, Fails to Meet Conditions
GREEKTOWN HOLDINGS: Gets Nod to Enter Into FIB L/C Agreement

GREEKTOWN HOLDINGS: Professionals Charge $40.8MM for 18 Months
GREEKTOWN HOLDINGS: Proposes to Enter Into Lease Pact With BAC
HAWAII BIOTECH: Shareholders Oust Acuvax's CEO William Ardrey
HOST HOTELS: Fitch Assigns 'BB-' Rating on 144A Private Placement
INSIGNIA SOLUTIONS: Terminates Registration of ADRs

INTERNATIONAL BANKING CORP: Files Chapter 15 in Manhattan
INVITEL HOLDINGS: Magyar Completes Senior Notes Offering
ION MEDIA: Cyrus Delays Emergence with Stay by Appeals Court
IRVINE SENSORS: Swaps $220,000 of A-1 Preferred for Common Stock
JG WENTWORTH: Raises $84 Million Financing in Fourth Quarter

JIN SUK SEO: Case Summary & 6 Largest Unsecured Creditors
JONES STEPHENS: Financial Woes Prompts Bankruptcy Filing
KEET SEEL TANKSHIPS: Case Summary & 20 Largest Unsecured Creditors
KLCG PROPERTY: Files for Bankruptcy to Sell Water Park to Lender
KLCG PROPERTY: Case Summary & 20 Largest Unsecured Creditors

KOBRA PROPERTIES: Sees Approval of Real Estate Assets Sale
KUSHNER-LOCKE: Court Continues Plan Outline Hearing to January 26
LANCE LIBIANO: Case Summary & 5 Largest Unsecured Creditors
LEHMAN BROTHERS: Court Lays Out Protections for Client Assets
LEHMAN BROTHERS: Fees Top Half Billion Dollars Through November

LEHMAN BROTHERS: Japan Unit, PwC Have Deal on Return of Assets
LEHMAN BROTHERS: $50 Million Bonus Pool Approved by Judge
LOCUST STREET: MoFo-Represented Senior Lender Prevails in NY Suit
LYONDELL CHEMICAL: Gets Nod to Hire Davidoff Malito as Counsel
LYONDELL CHEMICAL: Gets Nod to Tap Mills Shirley as Counsel

LYONDELL CHEMICAL: Parent Has Pact to Manufacture in India
MANUEL GENE BETTENCOURT: Voluntary Chapter 11 Case Summary
MARINER ENERGY: S&P Affirms 'B+' Issue Rating on Unsecured Debt
MARK LONGSHORE: Paid Too Much for Mansion, Attorney Says
MAXXAM INC: Board Extends Expiration Date of Stock Purchase Rights

MECHANICAL TECHNOLOGY: MTI Micro Converts Bridge Notes to Equity
MERIDIAN RESOURCE: Forbearance Agreements Extended to Dec. 21
MERRIMAN CURHAN: Could Collapse Due to Fraud Lawsuits
MIGUEL RIVERA: Case Summary & 20 Largest Unsecured Creditors
NEUMANN HOMES: Cortland Settlement Approved by Court

NEW ENERGY SYSTEMS: To Acquire Shenzhen NewPower Tech for $14.7MM
NORTEL NETWORKS: Gets Approval of Settlement With Flextronics
NORTEL NETWORKS: Gets Court Nod of GSM Termination Fee Agreement
NORTEL NETWORKS: Gets Nod for Asia Restructuring Agreement
NORTEL NETWORKS: Jan. 25 Claims Bar Date Set for CALA

NORTH RIVER DEVELOPMENT: Voluntary Chapter 11 Case Summary
NOVA HOLDING: Wants Ch. 11 Plan Filing Extended Until March 1
NTK HOLDINGS: Emerges From Chapter 11 after 57 Days
NUMOBILE INC: Sept. 30 Balance Sheet Upside-Down by $4.5-Million
OIKON HOTELS DESTIN: Case Summary & 20 Largest Unsecured Creditors

PACIFIC ENERGY: Miller Energy Buys US$300MM++ Oil and Gas Assets
PACIFIC ETHANOL: Court Approves to Open Burley Ethanol Plant
PENN TRAFFIC: Golub Corp. Wants to Buy 22 Stores for $54 Mil.
PILGRIM'S PRIDE: Amends & Assumes Wachovia Leases
PILGRIM'S PRIDE: To Sell Ownership Interest in Italianni's

PILGRIM'S PRIDE: Wants to Assume Farm Credit Leases
PRECISION PARTS: Pursuing Fourth Exclusivity Extension
PROTOSTAR LTD: SES' $185MM Cash Offer Wins Protostar 2 Auction
PSYSTAR CORP: Barred by Court from Infringing on Apple Software
QUIGLEY CO: Chapter 11 Confirmation Plan Process Nearing End

RING PRODUCTIONS: Case Summary & 3 Largest Unsecured Creditors
ROARING FORK: Inability to Pay Debt Cues Chapter 11 Filing
RONALD STEPHEN MYERS: Case Summary & 3 Largest Unsecured Creditors
ROPER BROTHERS LUMBER: Case Summary & 20 Largest Unsec. Creditors
ROYAL INVEST: Posts $1.24-Mil. Net Loss for Third Quarter

SHERARD HOUSTON: Case Summary & 20 Largest Unsecured Creditors
SKYE INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
SPANSION INC: GE Fin'l Opposes Disallowance of Admin. Claim
SPANSION INC: Spansion Japan Wants Documents Produced
SPANSION INC: Unit Should Not Pirate Workers, Says Spansion Japan

STANDARD FORWARDING: Nearing January Auction for Assets
STANDARD PACIFIC: Exchange Offer for 10.750% Notes Expires Jan. 13
STANFORD FINANCIAL: In Contempt of Court Over Defense Costs
STANDARD FORWARDING: Nearing January Auction for Assets
STATION CASINOS: Committee Says GGH Retention Not Necessary

STATION CASINOS: Proposes to Reject Badura Call Center Lease
STATION CASINOS: Seeks Nod to Employ Lewis as Local Counsel
SUPERIOR OFFSHORE: 5th Circuit Clears Liquidation Plan
TAVERN ON THE GREEN: To Auction Assets on January 13, 2010
TAVERN ON THE GREEN: Name Ownership Up for Grabs

TAYLOR BEAN: Selling 2,000 Assets, Blames Bankr. on to Audit Woes
TETON ENERGY: To Disclose Results of Dec. 15 Auction
TETON ENERGY: Nasdaq Delists Common Stock Effective December 28
THOMSON SA: Files Chapter 15 to Help French Reorganization
TITAN ENERGY: Posts $1.57 Million Net Loss in Q3 2009

TITAN INTERNATIONAL: Moody's Lifts Rating on $194 Mil. Notes to B2
TRIMAS CORP: Moody's Affirms 'B3' Corporate Family Rating
TRIMAS CORP: S&P Assigns 'B-' Rating on $250 Mil. Senior Notes
TRUVO SUBSIDIARY: Moody's Cuts Corporate Family Rating to 'Caa3'
TXCO RESOURCES: U.S. Trustee Enters Fray Over Disclosure Statement

US AIRWAYS: Seeks Confidential Treatment of 10-Q Exhibits
US AIRWAYS: USAPA Asked DOJ to Probe Delta Transaction
US CONCRETE: Registers 300,000 Shares Issuable Under Employee Plan
UTGR INC: Proposes Chapter 11 Exit Strategy
VION PHARMACEUTICALS: Files for Chapter 11 Bankruptcy

VISKASE COS: S&P Affirms 'B-' Rating on $175 Mil. Senior Notes
VISTEON CORP: Gets Nod for Settlement With Halla Canada
VISTEON CORP: Gets Nod to Expand E&Y Risk Assistance Work
VISTEON CORP: Gets Nod to Sell Interest in Connersville Property
WHITE ENERGY: Files Chapter 11 Plan; Lenders to Take Stock

WILLIAM HAINES: Case Summary & 20 Largest Unsecured Creditors
YRC WORLDWIDE: Revises Debt-for-Equity Offers

* California Retirement System Sold Stake in Portland Tower
* Financial Pressures on Companies May Rise Next Year
* Foreign Firms Eyed U.S. Banks
* Moody's Says 25 New Companies Added to B3 Negative List

* McKool Smith Expanding National Bankruptcy Practice
* Prosecution Drop May Embolden Bankruptcy Fraud as Filings Surge
* Police & Fire Pension Fund Put Springfield at Risk of Collapse
* Seyfarth Shaw Adds William P. Kahn as Partner in D.C. Office

* Margaret Mann Replaces Meyers as Bankruptcy Judge
* Novack Named to Replace Helen Morgan in San Jose

* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors


                            *********

1031 TAX GROUP: Professionals Paid $19 Million
----------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
allowed payment of $19 million in fees for professionals retained
in 1031 Tax Group LLC's cases.  The fees were approved over
creditors' objections.

As reported by the TCR on Oct. 9, 2009, the Bankruptcy Court
approved the Chapter 11 plan for 1031 Tax Group LLC and, according
to the Chapter 11 trustee, distributions of $50 million could
being by year's end.

The Plan is built around five groups of settlements with insurers,
former 1031 attorneys, former owners of 1031 intermediaries and
Wachovia Bank NA, which will provide a total of $92 million in
funding for 1031 Tax's Chapter 11 plan.

Holders of general unsecured claims aggregating $150 million will
recover 35% of their claims.  Holders of these claims identified
as "exchangers" will recover up to 44% after giving effect to a
class action agreement.  Creditors that have higher rank to
unsecured creditors will receiver full recovery.  Holders of
equity interests won't get anything.

A copy of the August 12 Plan and Disclosure Statement is available
for free at http://bankrupt.com/misc/1031_Tax_DS_Plan.pdf

                       About 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.

The Company and 15 of its affiliates filed for Chapter 11
protection on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447
through 07-11462).  Gerard A. McHale, Jr., was appointed Chapter
11 trustee.  Jonathan L. Flaxer, Esq., and David J. Eisenman,
Esq., at Golenbock Eiseman Assor Bell & Peskoe LLP, represent the
Chapter 11 trustee.  Kurtzman Carson Consultants LLC acts as
claims and notice agent.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud, among other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


580 HAYES STREET: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 580 Hayes Street, LLC
        432 Ivy Street
        San Francisco, CA 94102

Bankruptcy Case No.: 09-33994

Chapter 11 Petition Date: December 16, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Matthew J. Shier, Esq.
                  Pinnacle Law Group
                  425 California St. #1800
                  San Francisco, CA 94104
                  Tel: (415) 394-5700
                  Email: mshier@pinnaclelawgroup.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
10 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/canb09-33994.pdf

The petition was signed by Nader Shabahangi, manager of the
Company.


ACCREDITED HOME: To Auction Orphaned Loans and Properties
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Accredited Home
Lenders Holding Co. will hold an auction on Jan. 19 where West
Coast Realty's $409,000 offer for 10 parcels of real property and
13 mortgages is the stalking horse bid.

Accredited says the West Coast's offer for the parcels of real
property in nine states and the mortgages in five states was four
times higher than the next best offer.  Nonetheless, Accredited
will further market test the assets at the auction.  It proposes a
Jan. 14 deadline for initial bids, and a sale hearing on Jan. 27.
The hearing on the proposed auction rules is set for Dec. 18.

Accredited sold the mortgage servicing business in July after
filing the Chapter 11 filing in May.  Most of the mortgage loans
were sold later.

                       About Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in
Chapter 11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


ACCURIDE CORP: Disclosure Statement Hearing Today
-------------------------------------------------
Equity holders have denounced Accuride Corp.'s prepackaged Chapter
11 plan, claiming the Debtors are undervaluing the company and
eagerly handing the business over to noteholders enriched at the
shareholders' expense.

The Equity Committee plans to serve discovery upon the Debtors,
their experts, and others very shortly.  In addition, the Equity
Committee is actively speaking to shareholders and third parties
about a possible rival plan.

According to the Equity Committee, the Debtors and their pre-
petition lenders have concocted a low-ball valuation -- the
support for which remains to be seen -- that significantly
undervalues the Debtors.

It says the Debtors have premised a plan based on this
"unsupported" valuation.

The Equity Committee notes that Under the Plan holders of $291
million in notes would receive (i) roughly 98% of the reorganized
company and (ii) rights to participate in a $140 million rights
offering for new notes convertible into 60% of the reorganized
equity.  On the other hand, equityholders would receive 2% of the
new stock, subject to dilution, and warrants to purchase shares.

The panel asserts that the Debtors are presenting a plan that is
"unconfirmable because it proposes to pay noteholders more than
100 cents on the dollar" and also includes broad and unjustified
releases.

                     The Chapter 11 Plan

Accuride Corp. amended its proposed plan of reorganization and
explanatory disclosure statement that were filed November 17,
2009.  Accuride filed the updated version of the documents ahead
of the December 18 hearing to consider the adequacy of the
information of the disclosure statement.

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

If Accuride wins approval of the disclosure statement, impaired
creditors would be required to return ballots by January 29 for a
plan that offers to return 100 cents on the dollar to unsecured
creditors and gives 98% of the new stock to holders of subordinate
notes.  General unsecured claimants are not impaired.

Additional terms of the Plan are:

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

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

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

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

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

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

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

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

                      About Accuride Corp.

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

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

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

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


AFC ENTERPRISES: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed all ratings of AFC Enterprises,
Inc., including its B1 Corporate Family Rating and Ba3 rating of
its senior secured credit facilities, with a stable outlook.  Its
Speculative Grade Liquidity rating was affirmed at SGL-3
concurrently.

"The affirmation of the B1 CFR recognizes AFC's solid operating
performance and notable debt reduction in 2009 despite a very
challenging environment for restaurant operators, and reflects
Moody's expectation that the company will likely maintain its
sound credit metrics in the next 12-18 months," commented Moody's
analyst John Zhao.  "The recent amendment of its bank credit
facilities, whereby the maturity was extended by two years and
financial covenants were loosened, improved its financial
flexibility in the medium term."

The B1 CFR continues to reflect AFC's relatively low leverage,
healthy operating margin and adequate liquidity position.  The
rating also considers the company's solid market position and
strong brand recognition in the chicken QSR category (being the
third largest in the US by total revenues) and established
franchisee-focused business model which usually affords more
stable revenue and earnings.  Factors tempering the rating include
AFC's modest scale as compared to much larger QSR competitors,
greater competition and promotional activities in its core
category in a recessionary environment and its geographic
concentration in the southern states.

AFC's recent operating performance is highlighted by its year to
date overall positive same store sales, reversing their negative
trend in the previous two years.  The improvement in SSS is
partially driven by customers' response to its national ad
campaign that was rolled out in the second and third quarter.
Yet, the management needs to demonstrate its ability to achieve
sustainable profitable growth and to further pay down debt, which
in Moody's view, could be difficult while majority of AFC's core
customers, typically of relatively lower income and have been hit
harder by the economic downturn, are still financially strapped by
the weak economy and stubbornly high unemployment rate.

Further, Moody's views the recently reported bankruptcy filing by
one of AFC's franchisees (which owns 30 Popeyes restaurants in
Louisiana, Alabama and Florida) does not impact its rating, in
part due to the small number of stores relative to its total
system-wide unit count of 1,918.  Moody's views the ability to
maintain a healthy franchisee network a key rating factor for AFC.
Should more franchisees become financially distressed, the rating
would be negatively pressured.

The rating action is:

* Corporate Family Rating -- affirmed at B1

* Probability of Default Rating -- affirmed at B2

* $48 million senior secured revolving credit facility due May
  2012 -- affirmed at Ba3(LGD2, 24%)

* $84.3 million senior secured term loan due May 2013 -- affirmed
  at Ba3 (LGD3, 24%)

* Speculative Liquidity Rating -- affirmed at SGL-3

* Rating outlook -- stable

The last rating action occurred on July 31, 2009 when SGL-3 was
assigned.  Please refer to moodys.com for an updated credit
opinion.

AFC Enterprises, Inc., headquartered in Atlanta, Georgia, owns,
operates and franchises Popeyes Chicken & Biscuits quick service
restaurants.  As of October 4, 2009, AFC owned and operated 37
restaurants and franchised 1,881 restaurants in 44 states, the
District of Columbia, Puerto Rico, Guam and 24 foreign countries.
AFC reported revenues of approximately $145 million for LTM
October 2009.


AHERN RENTALS: Announces Exchange Offer for 2nd Lien
----------------------------------------------------
Ahern Rentals, Inc., last week commenced a consent solicitation to
seek consent from holders of its 9.25% Second Priority Senior
Secured Notes due 2013 issued pursuant to an Indenture, dated as
of August 18, 2005, between the Company, as issuer, and Wells
Fargo Bank, N.A., as trustee.  The Consent Solicitation will
expire at 5:00 p.m. New York City time on December 18, 2009,
unless extended.

The Company is seeking consent to modify the Indenture and the
Intercreditor Agreement, dated as of August 18, 2005, among the
Company, the Trustee, and Wachovia Bank, National Association, as
collateral agent and control agent, to increase the permitted
"priority lien cap" in connection with a new term loan facility
which is expected to be effected through an amendment to the
Company's credit facility.

The Company will make a cash payment of $2.50 per $1,000 principal
amount of Notes for which the Holder has validly delivered, and
not validly revoked before the earlier of the execution of the
Supplemental Indenture and the Expiration Date, a consent prior to
the Expiration Date.  The Company expects that it will make any
payment due on the first business day following the Expiration
Date, or as soon as practicable thereafter.  The Company will not
be obligated to make any payments if the conditions set forth in
the Consent Solicitation Statement are not satisfied or waived on
or before the Expiration Date.

If the Company obtains consent from at least a majority in
aggregate principal amount of the outstanding Holders before
Dec. 18, 2009, the Company will execute a supplemental indenture,
and the Trustee and Wachovia will execute an amendment to the
Intercreditor Agreement, effecting the proposed amendments as
further explained in the Consent Solicitation Statement.

Copies of the Consent Solicitation Statement and form of consent
can be obtained by contacting Jonathan Brownstein at Oppenheimer &
Co., Inc. at (212) 885-4592.  The Consent Solicitation Statement
and form of consent can also be accessed on the Company's Web site
at http://www.ahern.com/investorinfo.php

                       About Ahern Rentals

Ahern Rentals, Inc. is an equipment rental company with locations
primarily in the southwestern United States. T he Company rent a
range of equipment, sell new and used rental equipment, sell parts
and supplies related to its rental equipment, and sell merchandise
used by the construction industry.  The Company also provides
maintenance and repair services.  For the year ended December 31,
2008, the Company generated revenues of $382 million; 67% of its
revenues were from high reach equipment rental, 19% from general
equipment rental and 14% from the sale of new and used rental
equipment and related merchandise, parts and services.

                           *     *     *

As reported by the TCR on Dec. 16, 2009, Moody's Investors Service
downgraded the probability of default rating of Ahern Rentals,
Inc., to Caa3 from Caa2 and downgraded the rating on Ahern's $290
million 9.25% second lien notes due August 2013 to Ca (LGD 4, 54%)
from Caa3 (LGD 5, 76%).  The corporate family rating of Caa2, the
speculative grade liquidity rating of SGL-4, and the negative
outlook remain unchanged.  The action follows Ahern's December 7,
2009 announcement of a second lien notes consent solicitation
statement, and a related debt exchange the company has planned
with a second lien note holder.


AMERICAN INT'L: Seeks Dismissal of Brookfield Suit on Swap Deal
---------------------------------------------------------------
The Wall Street Journal's Serena Ng reports American International
Group has asked the U.S. District Court for the Southern District
of New York to dismiss a lawsuit from Brookfield Asset Management
Inc., arguing that the real-estate investment firm is taking part
in a litigation "lottery" to avoid paying $1.2 billion to AIG.

Ms. Ng relates Toronto-based Brookfield in September argued AIG's
2008 U.S. government bailout amounted to a default by AIG under a
25-year interest-rate derivative agreement that units of both
firms had entered into.

According to Ms. Ng, AIG has argued the government rescue was
meant to prevent AIG from defaulting on its obligations.

                             Swap Deal

The Journal relates Brookfield and AIG Financial Products in 1990
entered into interest-rate swap agreements that were scheduled to
terminate in 2015.  A unit of Brookfield agreed to pay AIGFP a
fixed annual interest rate of 9.61% on $200 million in debt, while
AIG agreed to pay Brookfield a floating interest rate based on a
benchmark called the London Interbank Offered Rate.

At the time the deal was struck, Libor was 8.25%. It has since
dropped to 0.45%, putting Brookfield on the losing end of the
trade and creating a $1.2 billion obligation to AIGFP, the Journal
relates, citing AIG's court filings.  Of the $1.2 billion, $700
million has been accrued so far, AIG said, according to the
report.

In December, Brookfield told AIG that it believed the insurer had
defaulted under the terms of the swap agreements, freeing
Brookfield of its financial obligations.  In its September
lawsuit, Brookfield said AIG's liquidity crisis in the fall of
2008, its consideration of a bankruptcy filing prior to the U.S.
bailout, and steps its financial-products unit is taking to wind
down its derivatives trading book triggered a default under the
terms of their swap pact.

"Brookfield is desperately trying to evade a more than $1 billion
obligation owed to AIG. We believe Brookfield's position is
without merit and should be rejected," said Michael Carlinsky,
Esq., at Quinn Emanuel Urquhart Oliver & Hedges LLP, on behalf of
AIG, according to the Journal.

According to the Journal, a spokesman for Brookfield didn't
comment.  AIG said it isn't aware of any other trading partner
that has alleged it defaulted under swap agreements, the Journal
says.

The Journal also notes AIG said if it was deemed to have defaulted
despite resolving its liquidity problems, the implications for
many other similar contracts would be "staggering."

                            About AIG

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

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

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


AMERIGROW RECYCLING: U.S. Trustee Picks 3-Member Creditors Panel
----------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of Amerigrow Recycling-Delray, Limited
Partnership, et al.

The Creditors Committee members are:

1. Michael Chase, cooperate counsel
   Amerimulch Disprtdions, LLC
   2055 Entrprise Pkwy
   Twinsburg , OH 44087
   Tel: (330) 425-4244
   Fax: (330) 425-4240

2. Rob Lawrence, sr. account executive
   Land & Sea Petroleum Holdings, Inc.
   6710 NW 15 Way
   Fort Lauderdale, FL 33309
   Tel: (954) 978-3835
   Fax: (954) 978-9588

3. Glenn DeSantis, representative
   La Mousse Acadienne (1979) Ltee
   29 Kenyon Street
   Clifton, NJ 07013
   Tel: (506) 344-2225 Ext. 227
   Fax: 506-344-5237

Mr. Chase has been named temporary chairperson of the Committee.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attnempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Delray Beach, Florida-based Amerigrow Recycling-Delray, Limited
Partnership -- dba Amerigriow Recycling, Amerigrow Soils,
Amerigrow Golf, Amerigrow Trucking, Mulching Solutions -- was
founded in 1995, and operates as a full-service organic-recycling
facility, accepting organic landscape debris at its convenient
drive-thru Delray Beach store and dumping facility.

Amerigrow Recycling and its affiliates filed for Chapter 11 on
November 2, 2009 (Bankr. S.D. Fla. Case No. 09-34122).  The
Company listed $10,000,001 to $50,000,000 in assets and debts.


AMERIGROW RECYCLING: Gets Continued Access to Fifth Third Cash
--------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, in a second interim order,
authorized Amerigrow Recycling-Delray, Limited Partnership, et
al., to use cash securing repayment of loan with Fifth Third Bank;
and provide adequate protection to Fifth Third.

As reported in the Troubled Company Reporter on Nov. 16, 2009,
any cash or cash equivalents, funds or proceeds of or from the
collateral securing the obligations of the Debtors to Fifth Third
may constitute cash collateral.  The Debtors said that if they
cannot continue to use cash collateral, they likely will be forced
to cease operations and have their bankruptcy case converted to
Chapter 7 liquidation.

Amerigrow LP borrowed $1,000,000 from Fifth Third prepetition.
The loan is secured by personal property of the Debtors.

The Debtors are also authorized: (i) to exceed any line item on
the budget by an amount equal to 10% of each the line item; or
(ii) to exceed any line item by more than 10% so long as the total
of all amounts in excess of all line items for the budget do not
exceed 10% percent in the aggregate of the total Budget.

As adequate protection, Fifth Third is granted a replacement lien
and superpriority administrative expense claim.

                    About Amerigrow Recycling

Delray Beach, Florida-based Amerigrow Recycling-Delray, Limited
Partnership -- dba Amerigriow Recycling, Amerigrow Soils,
Amerigrow Golf, Amerigrow Trucking, Mulching Solutions -- was
founded in 1995, and operates as a full-service organic-recycling
facility, accepting organic landscape debris at its convenient
drive-thru Delray Beach store and dumping facility.

Amerigrow Recycling and its affiliates filed for Chapter 11 on
November 2, 2009 (Bankr. S.D. Fla. Case No. 09-34122).  The
Company listed $10,000,001 to $50,000,000 in assets and debts.


AOL INC: Breaks Up With Time, To Cut 2,500 Staff, Sell Assets
-------------------------------------------------------------
Time Warner Inc. said that it has completed the previously
disclosed spin-off of AOL Inc.  Effective 11:59 p.m. on
December 9, 2009, one share of AOL common stock was distributed
for every 11 shares of Time Warner common stock held as of 5:00
p.m. on the record date of November 27, 2009.  Zacks reports that
other than laying off 2,500 employees or one-third of its staff to
cut annual costs by $300 million, AOL is also evaluating options
to let go of some of its assets.  Emily Steel at The Wall Street
Journal hired in August Time Warner executive Arthur Minson to be
its chief financial officer when the Company was preparing to
separate from Time Warner.

As reported by the TCR on November 20, 2009, AOL informed its
employees of proposed restructuring activities as part of its
continuing cost reduction initiatives aimed at aligning the
Company's organizational structure and costs with its strategy.
The Restructuring was conditioned upon the successful completion
of the Company's spin-off from Time Warner, as well as the
approval of the Company's new Board of Directors that will begin
service in connection with the Spin-off.  If approved, the
Restructuring will include the reduction of approximately a third
of the Company's current employee base, which will be conducted on
a voluntary and involuntary basis.  The goal of the Restructuring
is to reduce ongoing annual operating costs by $300 million

AOL Inc. -- http://www.aol.com/-- is a global Web services
company with an extensive suite of brands and offerings and a
substantial worldwide audience. AOL's business spans online
content, products and services that the company offers to
consumers, publishers and advertisers.  In addition, AOL operates
one of the largest Internet subscription access services in the
United States, which serves as distribution channel for AOL's
consumer offerings.  AOL LLC is a wholly owned subsidiary of Time
Warner Inc.


ARTISAN HOTEL IN DOWNTOWN: Needs More Money to Pay Overhead
-----------------------------------------------------------
According to TradingMarkest.com, examiner Alan Marlow said that
Artisan Hotel in Downtown will need considerable capital
contributions to pay its overhead and taxes.  Artisan owner,
Douglas Da Silva, provided $750,000 last month.  The examiner said
the Artisan's financial projections are woefully inadequate,
citing profit of $8,021 in October and $17,751 in November.

Artisan Hotel in Downtown operates a hotel.  It filed for Chapter
11 bankruptcy in 2008.


ARVINMERITOR INC: Annual Shareholders' Meeting on January 28
------------------------------------------------------------
The 2010 Annual Meeting of Shareowners of ArvinMeritor, Inc., will
be held at the Company's World Headquarters at 2135 West Maple
Road, in Troy, Michigan, on January 28, 2010, at 9 a.m. (Eastern
Standard Time) for these purposes:

     -- to elect three members of the Board of Directors of the
        Company with terms expiring at the Annual Meeting in 2013;

     -- to consider and vote upon a proposal to approve the
        selection by the Audit Committee of the Board of Directors
        of the firm of Deloitte & Touche LLP as auditors of the
        Company;

     -- to consider and vote upon a proposal to approve the
        adoption by the Board of Directors of the 2010 Long-Term
        Incentive Plan;

     -- to consider and vote upon a proposal to approve
        performance goals under the Incentive Compensation Plan to
        enable certain awards to qualify as performance based
        under Section 162(m); and

     -- to transact such other business as may properly come
        before the meeting.

Shareowners of record at the close of business on November 20,
2009 will be entitled to notice of, and to vote at, the meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?4bd5

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry. The company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

As of September 30, 2009, ArvinMeritor had $2.508 billion in total
assets and shareowners' deficit of $1.277 billion.  As of
September 30, 2009, short-term debt was $97 million; Accounts
payable was $674 million; Other current liabilities were
$411 million; Liabilities of discontinued operations were
$107 million; Long-term debt was $1.080 billion; Retirement
benefits were $1.077 billion; Other liabilities were $310 million,
and Minority interests were $29 million.

In August, Fitch Ratings said it is keeping ArvinMeritor's issuer
default rating at 'CCC' on Rating Watch Negative.


ARVINMERITOR INC: Holders of More than 5% Equity Stake
------------------------------------------------------
According to a regulatory filing by ArvinMeritor Inc., as of
November 20, 2009, T. Rowe Price Trust Company in Owings Mills,
MD, as directed trustee under the ArvinMeritor savings plans for
its participating employees, owned 5,588,690 shares or roughly
7.5% of the Company's common stock.

Other beneficial owners of more than 5% of the outstanding shares
of ArvinMeritor Common Stock are:

     Entity                        No. of Shares Held   Percent
     ------                        ------------------   -------
     Dimensional Fund Advisors LP         5,835,669      7.89%
       Santa Monica, CA

     Glenhill Advisors, LLC,              4,146,107      5.6%
     Glenn J. Krevlin and
     Glenhill Capital Management, LLC
       New York

     Glenview Capital Management, LLC     4,139,362      5.6%
     and Lawrence M. Robbins
       New York

     AXA Assurances I.A.R.D Mutuelle      3,856,421      5.2%
     AXA Assurances Vie Mutuelle
     AXA Courtage Assurance Mutuelle
     AXA
       Paris, France
     AXA Financial, Inc.
       New York

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry. The company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

As of September 30, 2009, ArvinMeritor had $2.508 billion in total
assets and shareowners' deficit of $1.277 billion.  As of
September 30, 2009, short-term debt was $97 million; Accounts
payable was $674 million; Other current liabilities were
$411 million; Liabilities of discontinued operations were
$107 million; Long-term debt was $1.080 billion; Retirement
benefits were $1.077 billion; Other liabilities were $310 million,
and Minority interests were $29 million.

In August, Fitch Ratings said it is keeping ArvinMeritor's issuer
default rating at 'CCC' on Rating Watch Negative.


ARVINMERITOR INC: Plans to Extend Maturity of Revolver, 2012 Notes
------------------------------------------------------------------
ArvinMeritor, Inc., on December 15, 2009, held a meeting with
investors and analysts in New York.  A full-text copy of the
Company's presentation is available at no charge at
http://ResearchArchives.com/t/s?4bd6

The Company disclosed its 2010 priorities:

     -- Remain focused on rigorous cost management to realize
        improved operating leverage

     -- Continue transformation to focus the company on
        global commercial and industrial markets

     -- Successfully execute as global markets recover

     -- Drive innovation -- accelerating new products and
        advanced fuel efficient technologies

     -- Maintain focus on sustainable profitable growth

     -- Continue focus on balance sheet management

For fiscal year 2010, ArvinMeritor plans to extend the maturities
of its revolver and bulk of its 2012 notes.

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry. The company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

As of September 30, 2009, ArvinMeritor had $2.508 billion in total
assets and shareowners' deficit of $1.277 billion.  As of
September 30, 2009, short-term debt was $97 million; Accounts
payable was $674 million; Other current liabilities were
$411 million; Liabilities of discontinued operations were
$107 million; Long-term debt was $1.080 billion; Retirement
benefits were $1.077 billion; Other liabilities were $310 million,
and Minority interests were $29 million.

In August, Fitch Ratings said it is keeping ArvinMeritor's issuer
default rating at 'CCC' on Rating Watch Negative.


ASAT HOLDINGS: Shareholders OK Change to Articles of Association
----------------------------------------------------------------
ASAT Holdings Limited said that at a duly convened Extraordinary
General Meeting of its shareholders held on December 8, 2009, the
shareholders have passed a special resolution to delete Article 44
of the Articles of Association and replace such Article with the
following:

"An annual general meeting and all general meetings of the Company
shall be called by not less than three days' notice in writing.
The notice shall be exclusive of the day in which it is served or
deemed to be served and of the day for which it is given and it
shall specify the place, day and time of the meeting and, in the
case of special business, the general nature of that business.  A
notice convening an annual general meeting shall specify the
meeting as such and the notice convening a meeting to pass one or
more Special Resolutions shall specify the intention to propose
the resolution as a Special Resolution.  Notice of every general
meeting shall be given to all Shareholders other than any who,
under the provisions of these Articles or the terms of issue of
the Shares they hold, are not entitled to receive such notices
from the Company, and also to the Auditors for the time being of
the Company.

Provided that a general meeting of the Company which is called by
shorter notice than that specified in the Article shall be deemed
to have been duly called if it is so agreed:

     (i) in the case of a meeting called as an annual general
         meeting, by all the Shareholders entitled to attend and
         vote at the meeting; and

    (ii) in the case of any other meeting, by a majority in number
         of the Shareholders having the right to attend and vote
         at the meeting, being a majority together holding not
         less than 95% in nominal value of the Shares giving that
         right."

The resolution to delete Article 41, which requires shareholder
approval for a disposition of all or substantially all of the
assets of the Company, was not passed.

As reported by the Troubled Company Reporter on December 7, 2009,
ASAT Holdings delayed the filing of its annual report with the
U.S. Securities and Exchange Commission.  ASAT Holdings said it
has been unable to complete its annual report on Form 20-F for the
fiscal year ended April 30, 2009, within the prescribed time
without unreasonable effort or expense.  The delays are a result
of:

     (i) management's efforts to effect a scheme of arrangement to
         restructure certain of the Company's and its
         subsidiaries' indebtedness under section 86 of the
         Companies Law of the Cayman Islands, which scheme adopted
         a different strategic direction in September 2009; and

    (ii) the subsequent initiation of a formal process to seek
         strategic alternatives to the scheme of arrangement,
         which could include the sale of the Company or one or
         more of its subsidiaries.

The Company has suffered recurring losses from operations and is
in breach of certain covenants of its 9.25% Senior Notes due 2011
issued through its indirect wholly owned subsidiary New ASAT
(Finance) Limited and the Purchase Money Loan Agreement with
certain lenders to the Company.  To improve the Company's
financial situation, the Company was originally seeking to
implement a restructuring of its Senior Notes together with its
other obligations including the PMLA and redeemable convertible
preferred shares through a creditor scheme of arrangement in the
Cayman Islands courts.  Management had anticipated that successful
completion of the scheme of arrangement would have resulted in
reclassification of a substantial portion of its short-term debt
to long-term debt and had prepared its 2009 financial statements
as well as subsequent events disclosure on such basis.  The
Company believed that completion of this restructuring plan and
renewal of its loan facilities extended by the PRC banks would
allow the Company to continue as a going concern.

In September 2009, the Company expanded the restructuring plan to
incorporate strategic alternatives, including a possible sale of
the whole Company or a partial sale or other form of financing.
The Company has hired Macquarie Capital Partners to conduct the
exercise, and several potential investors are currently engaged in
the process of due diligence.

As a result of these several changes in strategic financial
direction of the Company, the Company has until now been unable to
finalize the basis on which the financial statements of the
Company should be prepared.  The Company said the preparation of
the 2009 20-F is now underway, and the Company estimates at this
time that this work will be completed and the 2009 20-F will be
filed in January 2010.

Based on the financial statements of the Company, the Company said
net operating revenue for the year ended April 30, 2009, was
US$143.4 million, representing a 8.7% decrease over net operating
revenue of US$155.9 million for the year ended April 30, 2008.
The Company expects to report a net loss in the year ended
April 30.

                    About ASAT Holdings Limited

ASAT Holdings Limited (OTC Bulletin Board: ASTTY) --
http://www.asat.com/-- is a global provider of semiconductor
package design, assembly and test services. With 20 years of
experience, the Company offers a definitive selection of
semiconductor packages and world-class manufacturing lines. ASAT's
advanced package portfolio includes standard and high thermal
performance ball grid arrays, leadless plastic chip carriers, thin
array plastic packages, system-in-package and flip chip. ASAT was
the first company to develop moisture sensitive level one
capability on standard leaded products.  The Company has
operations in the United States, Asia and Europe.


ASYST TECHNOLOGIES: Unsecured Claims Unlikely to Have Any Value
---------------------------------------------------------------
Asyst Technologies, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of California a disclosure statement in
relation to its plan of liquidation.

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

According to the Disclosure Statement, the Plan provides that each
holder of a lender allowed secured claim will receive the sum of
(i) cash on hand as of the distribution date, less the wind-down
reserve, (ii) when available, any additional proceeds of the
lenders' collateral including, but not limited to, the proceeds of
any non-debtor intercompany claims, (iii) after payment in full of
allowed fee claims and administrative claims, the excess, if any,
of the wind-down reserve attributed to administrative claims and
fee claims, (iv) on the final distribution date, the remaining
balance, if any, of the wind-down reserve, and (v) a Class 1
beneficial interest in the liquidation trust, entitling the holder
to receive its ratable share of any cash distribution from the
distribution fund which constitute net proceeds of the lenders'
collateral under the KeyBank National Association credit facility.
Each holder of an allowed Class 1 claim will receive the
distributions from the liquidation trust.

Each holder of an allowed other secured claim will receive in full
satisfaction, settlement, release, and discharge of and in
exchange for the allowed other secured claim (a) cash equal to the
amount of the allowed other secured claim, or (b) the other
treatment as to which the person will have agreed upon in writing.
Notwithstanding the foregoing, the holder of an allowed Class 2
claim may receive the other less favorable treatment as may be
agreed to by the claimant and the liquidation trustee.

Under the Plan, the Debtor estimates that there will be no
distribution to the holders of allowed claims in Class 3 and that,
as a result, their receipt of a beneficial interest in the
liquidation trust is unlikely to have any actual value.

The Debtor estimates that there will be no distribution to the
holders of allowed general unsecured claims in Class 4 and holders
of interests in Class 5.  The Debtor adds that, their receipt of a
beneficial interest in the liquidation trust is unlikely to have
any actual value.

On the effective date, all shares of stock in ATI will be
cancelled and will forever cease trading on the NASDAQ OTC
Bulletin Board or any other securities exchange or market.

The cash distributions to be made pursuant to the Plan and the
funding of the wind-down reserve will be derived from (i) net
proceeds received by the Debtor from the liquidation of its
assets as of the effective date and other funds then available,
and (ii) any payments to be received by the Debtor from the
further liquidation of assets and the prosecution and enforcement
of causes of action of the Debtor, and other funds available after
the effective date.

After all payments have been made or properly reserved for holders
of unpaid administrative claims, fee claims, lender allowed
secured claims, and other secured claims, and upon the reasonable
determination of the liquidation trustee that the funds in the
wind-down reserve exceed the amount necessary for the reserves,
the remaining available cash, if any, will be allocated to the
distribution fund.

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

A full-text copy of the Plan of Liquidation is available for free
at http://bankrupt.com/misc/ASYSTTECHNOLOGIES_Ch11Plan.pdf

Headquartered in Fremont, California, Asyst Technologies, Inc. --
http://www.asyst.com/-- is a leading provider of integrated
automation solutions primarily for the semiconductor and flat
panel display manufacturing industries.  The Company is the parent
company of seven subsidiaries located in various jurisdictions
worldwide.  Principally, the Company is the owner of a non-
operating holding company organized under the laws of Japan, Asyst
Technologies Holdings Company, Inc.  Asyst Japan Holdings in turn
owns the operating company Asyst Technologies Japan, Inc.

The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D.
Calif. Case No. 09-43246).  Ali M.M. Mojdehi, Esq., Janet D.
Gertz, Esq., and Rayla Dawn Boyd, Esq., at the Law Offices of
Baker and McKenzie, serve as the Debtor's bankruptcy counsel.
Epiq Bankruptcy Solutions LLC is the Debtors' notice and claims
agent.  AlixPartners, LLP  serves as financial advisor.  Andrew I.
Silfen, Esq., Mette H. Kurth, Esq., Michael S. Cryan, Esq., and
Schuyler G. Carroll, Esq., at Arent Fox LLP, represent the
official committee of unsecured creditors.  As of December 31,
2008, Asyst had total assets of $295,782,000 and total debts of
$315,364,000.

The Company's Japanese subsidiaries, Asyst Technologies Holdings
Company, Inc., and Asyst Technologies Japan, Inc., entered into
related voluntary proceedings under Japan's Corporate
Reorganization Law (Kaisha Kosei Ho) on April 20, 2009.  Kosei
Watanabe was appointed as Trustee of Asyst Japan Holdings and ATJ.


AVAX TECHNOLOGIES: Has Closed Bridge Loan Financing
---------------------------------------------------
AVAX Technologies, Inc., disclosed that it recently closed a
bridge loan financing pursuant to a Convertible Note and Warrant
Purchase Agreement with Firebird Global Master Fund, Ltd.
Pursuant to the Agreement, the Company sold a convertible
promissory note, due June 30, 2010, in the aggregate principal
amount of US$1,400,000, and issued a warrant to purchase an
aggregate of 93,333,333 shares of the Company's common stock, par
value $0.004 per share.

Assuming the conversion of all shares underlying its convertible
securities and the exercise of its warrants, Firebird would
control a majority voting interest in the Company and it currently
has a majority beneficial interest in AVAX.

The proceeds of the 2009 Financing are being used: (i) for working
capital; (ii) to recertify and operate AVAX's vaccine
manufacturing facility in Philadelphia, PA; and (iii) to pursue a
recapitalization in an amount that would enable AVAX to undertake
a planned interim assessment in connection with its pivotal Phase
III clinical trial of M-Vax(R) for the treatment of Stage IV
melanoma.  M-Vax(R) has been designated as an orphan drug by the
Food and Drug Administration and AVAX has reached agreement with
the FDA under its Special Protocol Assessment for eligibility to
receive accelerated approval of M-Vax(R).

The Company has also announced the addition of two additional
Board members: Howard S. Fischer, a former portfolio
manager/research analyst with Silverback Asset Management's Life
Sciences fund and previously a senior investment banker with UBS
Global Healthcare Investment banking, and Anne T. Kavanagh, former
head of healthcare investment banking at PaineWebber and
Prudential Securities, CEO of Natwest Securities and a current
Board of Directors member of Destination Maternity.

John Prendergast, Chief Executive Officer and Chairman of the
Company, stated, "We have always believed the data, science and
economics surrounding M-Vax(R) to be compelling and we were
disappointed in 2007 when the capital markets for cancer
immunotherapies all but closed after the FDA did not approve
Dendreon's Provenge(R).  While the clinical data surrounding our
technology had proved to be promising, and only months before the
FDA's Dendreon decision we raised $10 million in support of our
clinical program, we were forced thereafter to substantially scale
back operations because of financing considerations.  We are
grateful for Firebird's continued support, which will provide us
the opportunity to pursue a capital raise allowing us to conduct
our pivotal Phase III M-Vax(R) trial to its planned interim
assessment point.  Recent and anticipated news by companies
involved with cancer vaccines and immunotherapies has resulted in
renewed interest in the sector by institutional investors, larger
pharma, biotechnology companies and the medical and scientific
communities at large.  We believe that once AVAX is reintroduced
to those involved in our industry, they will find the
opportunities presented by the Company to be quite compelling."
Dr. Prendergast further commented, "We are delighted to have Anne
Kavanagh and Howard Fischer join our Board.  Their backgrounds and
capabilities will greatly assist the Company reach its next
important set of milestones, and to reestablish itself in the
capital markets."

The 2009 Financing triggered the anti-dilution provisions in the
definitive agreements from a 2008 bridge funding involving the
sale of convertible promissory notes and warrants to certain
accredited investors and current and then existing insiders of the
Company.  The Company now has approximately 143 million common
shares outstanding.  This number does not include approximately
564 million common shares underlying convertible securities and
the exercise of all outstanding options and warrants, which
assumes an amendment to the Company's charter to increase the
number of authorized shares.  The holders of the notes issued in
the 2008 Financing have agreed to extend the maturity date of
those securities to June 30, 2010.

There is no assurance that the capital obtained in the 2009
Financing will be sufficient for its intended purposes.  In
particular, there can be no assurance that Company will
successfully obtain required additional capital, or, if that if
obtained, the amounts will be sufficient to fund current or
anticipated operations, including, but not limited to, its
anticipated pivotal Phase III trial for M-Vax(R).  The inability
to secure additional capital would have a material adverse effect
on the Company, and it is probable that in such eventuality the
Company would lose control of its manufacturing facilities and
intellectual property, be forced to  cease operations and
potentially seek bankruptcy relief.  If the Company discontinues
its operations, it will not have sufficient funds to pay any
amounts to its stockholders.

The Note and the Warrant were sold without registration under the
Securities Act of 1933, as amended and may not be resold unless
subsequently registered under the Act or pursuant to an exemption
from registration under the Act.

                      About AVAX Technologies

AVAX Technologies, Inc. is a biotechnology company with operations
in the United States and France.  The company is engaged in the
research and clinical and commercial development of biological
products and cancer therapeutics.  The Company's AC Vaccine
platform is a therapeutic cancer vaccine.


AVENSYS CORP: Signs Share Purchase Agreement to Sell Sole Unit
--------------------------------------------------------------
Avensys Corporation has entered into a share purchase agreement to
sell its wholly-owned subsidiary Avensys Inc. to 3S PHOTONICS, a
world-leading French manufacturer of optical and optoelectronic
components for telecommunications networks.

Upon the close of the sale, the assets of Avensys Inc.'s two
divisions, Avensys Tech and Avensys Solutions, and the assets of
ITF Laboratories Inc., will be merged with 3S PHOTONICS, based in
Nozay, (Essonne near Paris), France.  The closing of the sale is
subject to customary closing conditions under the share purchase
agreement and the approval by shareholders holding a majority of
the shares held by shareholders attending a shareholders' meeting
expected to be convened in January 2010.  In connection with the
transaction, Avensys Corporation has agreed to issue 105 million
shares to Imperium Master Fund Ltd. in consideration for it
forbearing from exercising its rights, arising from Avensys'
continuing defaults under its debt agreements, until completion
and agreeing to vote in favor of the transaction at the
shareholders meeting.  The cash consideration for the shares will
be used to repay the amount of about $7.3 million owing to
Imperium Master Fund Ltd. and to provide for other liabilities.

3S PHOTONICS is the leading world supplier of laser chips,
discrete modules and optical components for undersea
telecommunication networks.  The acquisition of Avensys Inc. by 3S
PHOTONICS is expected to result in a business, operating in both
North America and Europe, with exceptional product synergies and a
significantly greater ability to expand product lines and services
beyond current capabilities.  In the optical products and services
space, the combined strength of the Avensys Tech division of
Avensys Inc. and 3S PHOTONICS will enable the consolidated entity
to respond even more effectively to the needs of its large
industrial customers.  For the Avensys Solutions division of
Avensys Inc., consolidation with 3S PHOTONICS broadens access to
international markets where increased environmental regulation and
wider recognition of the value of sustainable development present
growth opportunities for the company's products and services.

"Given Avensys' continuing default under its financing agreements,
Avensys' Board of Directors concluded that the transaction was the
best possible solution for the business," said John Fraser, CEO of
Avensys Corporation.  "Furthermore, combining the operations of
two businesses with leading-edge and complementary technologies
maximizes technological synergies, operational consolidation and
opens up bigger market prospects for Avensys Inc. and 3S
PHOTONICS."

"We are proud of this acquisition, which corresponds to the
implementation of the external growth strategy that we planned
last July, when we raised funds.  We are also delighted to welcome
such a great company, armed with know-how which will complement
our own, and to establish links across the Atlantic with our
Canadian friends," stated Alexandre Krivine, president and CEO of
3S PHOTONICS.

The share purchase agreement follows Avensys Corporation's
announcement earlier this year of the hiring of a financial
advisory firm to assist the company in reviewing and evaluating
its financial and strategic alternatives.

                     About Avensys Corporation

Avensys Corporation (Pink Sheets: AVNY; FRANKFURT WKN: A0M9YA) --
http://www.avensyssolutions.com/-- operates Avensys Inc., its
wholly-owned core subsidiary.  Avensys Inc., through its
manufacturing division Avensys Technologies, designs,
manufactures, distributes, and markets high reliability
optical components and modules as well as FBGs for the telecom
market, and high power devices and sub-assemblies for the
industrial market.  Avensys Technologies also develops packaged
fiber-based sensors.  Avensys Solutions, the other division of
Avensys Inc., is an industry leader in provides instrumentation
and integrated solutions for the monitoring of industrial
processes and environmental surveillance applications for air,
water and soil in the Canadian marketplace.

Avensys Corporation said October 1 that it is trying to resolve
accounting issues relating to the valuation and presentation of
certain financial statement accounts arising from defaults with a
lender and has been unable to do so to date.  The Company is
currently working with its lender to find a solution to these
defaults.


BAYARD WILLIAM: U.S. Trustee Unable to Appoint Creditors Committee
------------------------------------------------------------------
The U.S. Trustee for Region 21 notifies the U.S. Bankruptcy Court
for the Southern District of Florida that, until further notice,
it will not appoint a committee of creditors in the Chapter 11
case of Bayard William Spector.

Miami, Florida-based Bayard William Spector -- aka Bayard W.
Spector, Bayard William Bector, Bayard W. Bector, W Bayard
Spector, and Spector Bayard -- filed for Chapter 11 bankruptcy
protection on November 2, 2009 (Bankr. S.D. Fla. Case No. 09-
34183).  The Debtor listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


BAYVIEW HOLDINGS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Bayview Holdings, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Virginia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $13,311,600
  B. Personal Property               $36,658
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,200,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $157,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $318,663
                                 -----------      -----------
        TOTAL                    $13,348,258      $10,675,663

Moneta, Virginia-based Bayview Holdings, LLC, filed for Chapter 11
bankruptcy protection on November 2, 2009 (Bankr. W.D. Va. Case
No. 09-72799).  The Company listed $10,000,001 to $50,000,000 in
assets and $10,000,001 to $50,000,000 in liabilities.


BEAUDRY RV: Lays Off 51 Employees in Tucson and Chandler
--------------------------------------------------------
Dan Sorenson at Arizona Daily Star reports that Beaudry RV made
layoffs to 51 of its combined 165 employees in Tucson and Chandler
due to downturn in the RV business.  The Company said there would
be a no-pay furlough of all employees from Dec. 23, 2009, to Jan.
2, 2010.

Founded in 1940, Beaudry RV Co. -- http://www.beaudryrv.com/-- is
a dealer of new cars in Tucson.  Beaudry RV sold most of the new-
car operations to the Chapman Automotive Group in 2005.  The
company still has a used-car lot in Tucson -- Berry Good Cars,
5300 S. Palo Verde Road -- and a multibrand new-car dealership in
Benson: Beaudry Chevrolet, Jeep, Chrysler and Dodge.

The company filed for Chapter 11 protection on Nov. 17, 2008
(Bankr. D. Ariz. Case No. 08-16533).  Mesch, Clark & Rothschild,
P.C., represents the Debtor.  In its petition, the Debtor listed
assets and debts of between $50 million and $100 million.


BENDER SHIPBUILDING: VT Wants to Acquires Assets for $21 Million
----------------------------------------------------------------
Kaija Wlkinson at Alabama Live LLC reports that Vision
Technologies Systems, parent company of VT Halter Marine, offered
$21 million cash for Bender Shipbuilding & Repair Co.'s Mobile
shipyard including the assumption of debts and liabilities.  The
company has $100.7 million in liabilities.

Source notes that Global Hunter Securities LLP will be in charge
for the sale of the company's assets.  Bid for the company's
assets must be filed by Jan. 11, 2010, followed by an auction on
Jan. 14, 2010, source adds.

If the company consummates the sale to another party, Vision
Technologies will be paid $850,000 plus $400,000 in expenses,
source citing papers filed with the court.

Bender Shipbuilding & Repair Co. operates a ship repair facility
in the central Gulf of Mexico.  On June 9, 2009, GulfMark Offshore
Inc., Louisiana Machinery Company LLC, and Sirius Technical
Services Inc. filed an involuntary Chapter 7 petition for Bender
Shipbuilding in the U.S. Bankruptcy Court for the Southern
District of Alabama.  Christian & Small LLP, and Jones Walker LLP
represent the petitioners.  On July 1, 2009, the Bankruptcy Court
entered an order converting the case to Chapter 11 (Bankr. S.D.
Ala. Case No. 09-12616).


BERNARD MADOFF: SEC Advocates Pegging Claims to Inflation Rate
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Securities and
Exchange Commission recommended that the trustee for Bernard L.
Madoff Investment Securities Inc. factor in inflation when
calculating the amount of customers' claims.  The trustee is
advocating a method where account statements are ignored and a
claim is based on the amount of cash invested and the amount taken
out.

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.).


BOCO DEVELOPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Boco Development, LLC
        313 Cascade Road
        Columbus, GA 31904

Bankruptcy Case No.: 09-41575

Chapter 11 Petition Date: December 16, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Columbus)

Debtor's Counsel: Stephen G. Gunby, Esq.
                  P.O. Box 1846
                  Columbus, GA 31902
                  Tel: (706) 324-3448
                  Fax: (706) 327-3958
                  Email: sggunby@bellsouth.net

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 Ian Boles, member/manager of the
Company.


BRICK & MORTAR: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Brick & Mortar Investments L.L.C.
        881 West State Street, Suite 140-101
        Pleasant Grove, UT 84062

Bankruptcy Case No.: 09-33291

Chapter 11 Petition Date: December 1, 2009

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

Debtor's Counsel: Douglas R. Short, Esq.
                  Bankruptcy Center of Utah
                  859 West South Jordan Parkway, Suite 200
                  South Jordan, UT 84095
                  Tel: (801) 755-3955
                  Fax: (801) 858-3771
                  Email: doug@bkcenterutah.com

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

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

A list of the Company's 18 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/utb09-33291.pdf

The petition was signed by Thomas R. Fry, manager of the company.


BROCK TUCY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Brock P. Tucy
        290 Glenn Charlie Road
        East Wareham, MA 02538

Bankruptcy Case No.: 09-22152

Chapter 9 Petition Date: December 16, 2009

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

Judge: William C. Hillman

Debtor's Counsel: Norman Novinsky, Esq.
                  Novinsky & Associates
                  1350 Belmont Street, Suite 105
                  Brockton, MA 02301
                  Tel: (508) 559-1616
                  Fax: (508) 588-9306
                  Email: nnovinsky@msn.com

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

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

According to the schedules, the Company has assets of $18,190,005,
and total debts of $7,381,151.

The petition was signed by Brock P. Tucy.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Peter D. Angelo            Trade Debt             $1,800,000
58 Medford Street                                 Collateral:
Arlington, MA 02474                               $500,000
                                                  Unsecured:
                                                  $1,300,000

Albert Conti               Trade Debt             $300,000
58 Medford Street
Arlington, MA 02474

Leisure Systems, Inc.      Trade Debt             $54,000

Holland & Knight           Trade Debt             $19,000

Friedman, Suvalle &        Trade Debt             $16,000
Salomon, PC

Stearns Irrigation         Trade Debt             $15,390

Johnson Electric Supply,   Trade Debt             $11,914
Inc.

Facchetti & Fachetti, Ltd  Trade Debt             $11,015

Roby's Propane Gas, Inc.   Trade Debt             $9,406

GMAC                       Trade Debt             $8,000

GAF Engineering, Inc.                             $7,799

Douglas Auto Parts         Trade Debt             $6,621

Staples Credit Plan        Trade Debt             $5,662

Home Depot Credit Card     Trade Debt             $4,021

Winthrop Capital Advisors  Trade Debt             $4,000

Capital One                Trade Debt             $3,592

Wareham Feed Co., Inc.     Trade Debt             $3,440

Frank J. McGee, Esq.       Trade Debt             $3,125

Cape Pod Ice               Trade Debt             $3,124

Jeffrey M. Metcalfe        Trade Debt             $3,000


BROCK TUCY: Mass. RV Park with 600 Acres Files in Boston
--------------------------------------------------------
Brock P. Tucy, the owner of the Jellystone Park Camp-Resort in
Wareham, Massachusetts, filed a Chapter 11 petition Dec. 16 in
Boston (Bankr. D. Mass. Case No. 09-22152).

Mr. Tucy says he owes $7.4 million while the assets are worth
$18.2 million.  The petition lists secured debt of $6.9 million.
Bankruptcy court papers say the almost 600 acres are worth $16.5
million.  The park has 400 campsites, according to the Web site.

Mr. Tucy owes $1.3 million in unsecured trade debt and $500,000 in
debts secured by collateral to Peter D. Angelo of Arlington,
Massachusetts; Digital Credit Union, $5 million; Town of Wareham,
$75,000.

Norman Novinsky of Brockton represents Mr. Tuch.

Brock P. Tucy owns the East Wareham Maple park campground and
nearby cranberry bogs.


BROOKSIDE TAMPA: Files for Bankruptcy Over Foreclosure Suit
-----------------------------------------------------------
Tampa Bay Business Journal reports that Brookside Tampa LLC filed
for Chapter 11 bankruptcy.

The Company, the source says, was sued for foreclosure on
Brentwood Apartments Tampa owned by Barfield Bay Holdings by its
lender Branch Banking & Trust Co., which acquired a $16.7 million
loan issued by Colonial Bank to the company in May 2007.

Stitcher Riedel Blain & Posser PA represents the company, source
notes.

Brookside Tampa LC owns an apartment complex and a part of
Barfield Bay Holding of Naples.


BUILDERS FIRSTSOURCE: Files Prospectus on Subscription Rights
-------------------------------------------------------------
Builders FirstSource, Inc., filed with the Securities and Exchange
Commission a prospectus pursuant to which the Company is
distributing at no charge to holders of the Company's common stock
transferable subscription rights to purchase shares of the common
stock.  Holders will receive 1.611144 subscription rights for
every share of common stock owned at the close of business on
December 14, 2009, subject to adjustments to eliminate fractional
rights.  The Company is distributing subscription rights
exercisable for up to an aggregate of 58,571,428 shares of the
common stock.

Each whole subscription right will entitle the holder to purchase
one share of common stock at a subscription price of $3.50 per
share.  Subscribers (other than JLL Partners Fund V, L.P. and
Warburg Pincus Private Equity IX, L.P.) who exercise their rights
in full may also over-subscribe for additional shares, subject to
certain limitations, to the extent additional shares are
available.  The subscription rights will expire if they are not
exercised by 5:00 p.m., Eastern Time, on January 14, 2010, unless
extended.  The Company is not requiring a minimum subscription to
complete the rights offering.

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

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

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

As stockholders of the Company as of the record date, JLL and
Warburg Pincus will have the right to subscribe for and purchase
shares of common stock under the basic subscription privilege,
although they will not have the right to participate in the over-
subscription privilege.  The purchase of any shares by JLL and
Warburg Pincus, whether pursuant to the Investment Agreement or
upon exercise of rights, would be effected in a transaction exempt
from the registration requirements of the Securities Act of 1933,
as amended, and, accordingly, would not be registered pursuant to
the Registration Statement of which this prospectus forms a part.

The shares are being offered directly without the services of an
underwriter or selling agent.  Shares of the common stock are
traded on the Nasdaq Global Select Market under the symbol "BLDR."

The subscription rights are transferable, and the Company has
applied to list such rights on the Nasdaq Global Select Market
under the symbol "BLDRR."  On December 14, 2009, the closing sales
price for the common stock was $3.97 per share.

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

               http://ResearchArchives.com/t/s?4be4

                 January 14 Stockholders' Meeting

A special meeting of stockholders of Builders FirstSource will
take place at the corporate headquarters at 2001 Bryan Street,
Suite 1600, in Dallas, Texas, on January 14, 2010, at 10:00 a.m.,
local time, for the purpose of considering and acting upon the
following:

     (1) to approve (a) the issuance and sale of up to 58,571,428
         shares of the Company's common stock upon exercise of
         subscription rights to purchase shares of common stock at
         a subscription price of $3.50 per share pursuant to a
         rights offering to raise up to $205.0 million, (b) the
         issuance and sale of the common stock pursuant to the
         Investment Agreement dated as of October 23, 2009, among
         the Company, JLL Partners Fund V, L.P., and Warburg
         Pincus Private Equity IX, L.P., and (c) the issuance of
         common stock to certain holders of the Second Priority
         Senior Secured Floating Rate Notes due 2012 pursuant to a
         debt exchange, in which certain accredited holders of the
         outstanding 2012 notes will exchange, at par, in
         transactions exempt from the registration requirements of
         the Securities Act of 1933, as amended, their outstanding
         2012 notes for (i) up to $145.0 million aggregate
         principal amount of newly issued Second Priority Senior
         Secured Floating Rate Notes due 2016, (ii) up to
         $130.0 million in cash from the proceeds of the rights
         offering, or (iii) a combination of cash and 2016 notes,
         and, (iv) to the extent the rights offering is not fully
         subscribed, shares of the common stock; and

     (2) to approve an amendment to the Builders FirstSource, Inc.
         2007 Incentive Plan to increase the number of shares of
         common stock that may be granted pursuant to awards under
         the 2007 Incentive Plan from 2,500,000 shares to
         7,000,000 shares and re-approve a list of qualified
         business criteria for performance-based awards to
         preserve federal income tax deductions.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?4be5

                    About Builders FirstSource

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

The Company has total assets of $457,192,000 against total
liabilities of $405,038,000 as of June 30, 2009.

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


BOCO DEVELOPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Boco Development, LLC
        313 Cascade Road
        Columbus, GA 31904

Bankruptcy Case No.: 09-41575

Chapter 11 Petition Date: December 16, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Columbus)

Debtor's Counsel: Stephen G. Gunby, Esq.
                  P.O. Box 1846
                  Columbus, GA 31902
                  Tel: (706) 324-3448
                  Fax: (706) 327-3958
                  Email: sggunby@bellsouth.net

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 Ian Boles, member/manager of the
Company.


BRICK & MORTAR: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Brick & Mortar Investments L.L.C.
        881 West State Street, Suite 140-101
        Pleasant Grove, UT 84062

Bankruptcy Case No.: 09-33291

Chapter 11 Petition Date: December 1, 2009

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

Debtor's Counsel: Douglas R. Short, Esq.
                  Bankruptcy Center of Utah
                  859 West South Jordan Parkway, Suite 200
                  South Jordan, UT 84095
                  Tel: (801) 755-3955
                  Fax: (801) 858-3771
                  Email: doug@bkcenterutah.com

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

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

A list of the Company's 18 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/utb09-33291.pdf

The petition was signed by Thomas R. Fry, manager of the company.


BROCK TUCY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Brock P. Tucy
        290 Glenn Charlie Road
        East Wareham, MA 02538

Bankruptcy Case No.: 09-22152

Chapter 9 Petition Date: December 16, 2009

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

Judge: William C. Hillman

Debtor's Counsel: Norman Novinsky, Esq.
                  Novinsky & Associates
                  1350 Belmont Street, Suite 105
                  Brockton, MA 02301
                  Tel: (508) 559-1616
                  Fax: (508) 588-9306
                  Email: nnovinsky@msn.com

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

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

According to the schedules, the Company has assets of $18,190,005,
and total debts of $7,381,151.

The petition was signed by Brock P. Tucy.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Peter D. Angelo            Trade Debt             $1,800,000
58 Medford Street                                 Collateral:
Arlington, MA 02474                               $500,000
                                                  Unsecured:
                                                  $1,300,000

Albert Conti               Trade Debt             $300,000
58 Medford Street
Arlington, MA 02474

Leisure Systems, Inc.      Trade Debt             $54,000

Holland & Knight           Trade Debt             $19,000

Friedman, Suvalle &        Trade Debt             $16,000
Salomon, PC

Stearns Irrigation         Trade Debt             $15,390

Johnson Electric Supply,   Trade Debt             $11,914
Inc.

Facchetti & Fachetti, Ltd  Trade Debt             $11,015

Roby's Propane Gas, Inc.   Trade Debt             $9,406

GMAC                       Trade Debt             $8,000

GAF Engineering, Inc.                             $7,799

Douglas Auto Parts         Trade Debt             $6,621

Staples Credit Plan        Trade Debt             $5,662

Home Depot Credit Card     Trade Debt             $4,021

Winthrop Capital Advisors  Trade Debt             $4,000

Capital One                Trade Debt             $3,592

Wareham Feed Co., Inc.     Trade Debt             $3,440

Frank J. McGee, Esq.       Trade Debt             $3,125

Cape Pod Ice               Trade Debt             $3,124

Jeffrey M. Metcalfe        Trade Debt             $3,000


BURLINGTON COAT: S&P Changes Issue-Level Rating to 'B-' From CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its issue-level rating
on Burlington Coat Factory Warehouse Corp.'s term loan to 'B-'
from 'CCC+' and revised its recovery rating on the debt to '4'
from '5'.  At the same time, S&P affirmed all other ratings on the
company, including S&P's 'B-' corporate credit rating.  The rating
upgrade reflects S&P's estimation of increased recovery for term
loan lenders based on the expected maturity of $200 million of the
asset-based credit facility in 2011, which will decrease the
facility size to $600 million from $800 million at that time.

S&P's ratings on BCF, a specialty off-price apparel and home goods
retailer, reflect the company's participation in an intensely
competitive and highly fragmented industry, substantial
seasonality and cyclicality, highly leveraged capital structure,
and thin cash flow measures.

BCF's performance remains challenged, and S&P does not expect
operations to improve over the near term given increasingly
difficult retail conditions.  Same-store sales fell 5.25% in
fiscal 2008 and 2.5% in fiscal 2009.  Margins showed some
improvement in fiscal 2008 and 2009 primarily because of cost
reductions.  S&P believes margins will come under pressure in the
near term given S&P's expectations for weak sales and highly
promotional conditions.  The company achieved $70 million of cost
savings in fiscal 2009; however, some of the reductions were
onetime in nature.  S&P forecasts that the operating margin will
be a flat 11.8% in fiscal 2010, as benefits from lower shrink and
S&P's expectation that investment in price and higher expenses
will offset good inventory management.

BCF remains highly leveraged; the company has thin cash flow
protection measures as a result of its purchase by Bain Capital
Partners in 2006, increases in operating lease commitments, and
inconsistent operating results.  Total debt to EBITDA is high at
7.0x but down from 7.7x in fiscal 2008.  S&P expects leverage to
increase slightly in fiscal 2010 with the addition of operating
leases.  The company plans to add five to eight net new stores.
Beginning in fiscal 2011, leverage should slowly decline if the
company experiences improvements in operating performance.  EBITDA
coverage of interest is weak, at 2.1x in fiscal 2009.  S&P
believes challenging economic conditions and mixed operating
performance will make it unlikely for BCF to materially enhance
its credit profile in the near term.


CAPITAL CORP: Taps David A. Heaberlin as Plan Administrator
-----------------------------------------------------------
Capital Corp of the West asks the U.S. Bankruptcy Court for the
Eastern District of California for authority to employ David A.
Heaberlin as plan administrator under the proposed Plan of
Liquidation.

Mr. Heaberlin will, among other things:

   -- analyze the proofs of claim filed in the case and assist;

   -- prepare and file the Debtor's quarterly reports with the
      Court; and

   -- continue to pursue various non-tax refunds for insurance,
      audit and legal retainers and other miscellaneous sources.

The Debtor proposes to pay Mr. Heaberlin his hourly rate of $200
until March 31, 2010, and a consideration of a reduced salary or
changing to hourly based compensation thereafter.

To the best of the Debtor's knowledge, Mr. Heaberlin is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Capital Corp of the West filed for bankruptcy on May 11, 2009
(Bankr. E.D. Calif. Case No. 09-14298).  Judge W. Richard Lee
presides over the case.  Paul J. Pascuzzi, Esq., at Felderstein
Fitzgerald Willoughby & Pascuzzi, serves as the Debtor's
bankruptcy counsel.  Hagop T. Bedoyan, Esq., serves as counsel to
the official committee of unsecured creditors.  As of June 30,
2009, Capital Corp of the West had $6,684,645 in total assets and
$57,734,000 in total liabilities.  In its Chapter 11 petition, the
Company disclosed $6,789,058 in total assets and $68,096,190 in
total debts.


CAPITAL GROWTH: Files Pro Forma Financials to Reflect Vanco Deal
----------------------------------------------------------------
Capital Growth Systems, Inc., has filed with the Securities and
Exchange Commission unaudited pro forma condensed consolidated
financial information to give effect to its acquisition of Vanco
Direct USA, LLC.

The unaudited pro forma condensed consolidated balance sheet as of
September 30, 2008 assumes the acquisition occurred on that date.

The unaudited pro forma condensed consolidated statements of
operations for the nine months ended September 30, 2008 and for
the year ended December 31, 2007 were prepared as if the
acquisition of Vanco Direct occurred on January 1, 2007.

A full-text copy of the unaudited pro forma condensed
consolidated financial information is available at no charge
at http://ResearchArchives.com/t/s?4bdd

According to the Company, the acquisition of Vanco Direct did not
impact the results from its continuing operations reported in the
unaudited consolidated statements of operations for the period
ended September 30, 2008.  Vanco plc, the former ultimate parent
of Vanco Direct, was based in the United Kingdom and went into
administration (a form of bankruptcy protection in the United
Kingdom) on May 26, 2008.  At the same time, other entities owned
by Vanco plc were sold.  The United Kingdom-based Administrator,
akin to a trustee in United States bankruptcy actions, continued
to support the operations of Vanco Direct while marketing Vanco
Direct for sale.  The historical results of operations of Vanco
Direct for the nine months ended September 30, 2008 were
negatively impacted by Vanco plc's bankruptcy and the
Administrator's marketing of Vanco Direct for sale.

The Company, through its wholly owned subsidiary Capital Growth
Acquisition, Inc., entered into an Interest and Loan Purchase
Agreement with the Administrator for Vanco plc on November 14,
2008.  Due to required regulatory approvals, closing on the ILPA
was two phased.  Effective with the first closing on November 20,
2008 (the Financial Closing), the Company paid full consideration
for the Interests of Vanco Direct and began operating it under a
management services agreement.  The Company completed the second
closing on April 14, 2009, after it had obtained the required
regulatory approvals (Final Closing).  Effective with the Final
Closing, the MSA was terminated and the Interests were released
from escrow to the Company.  There was no additional purchase
consideration paid at the Final Closing.

                    Default Under ACF CGS Loan

As reported by the Troubled Company Reporter, Capital Growth
Systems effective November 18, 2009, was in violation of a
financial covenant (failure to make vendor disbursements within
the limitations set forth in the covenant) with respect to the
$8,500,000 loan subject to the Term Loan and Security Agreement,
dated as of November 19, 2008, as amended, by and among the
Company, Global Capacity Group, Inc., Centrepath, Inc., 20/20
Technologies, Inc., 20/20 Technologies I, LLC, Nexvu Technologies,
LLC, Capital Growth Acquisition, Inc., Vanco Direct USA, LLC, to
be known as Global Capacity Direct, LLC, and Magenta netLogic
Limited -- as borrowers -- and ACF CGS, L.L.C., and the lenders
party thereto.  The Agent has not delivered a notice of
acceleration of the indebtedness as of November 24.

The Company had retained Cowen & Company and worked with their
Telecommunications Investment Banking group prior to the event of
default to assist it in connection with a variety of strategic
initiatives aimed at repaying the Loan in full or paying down the
loan in part including, but not limited to, potential debt or
equity financings and a possible sale of certain non-core assets
of the Company.  The Company continues to work with Cowen &
Company on these initiatives.

                           Going Concern

At September 30, 2009, the Company had total assets of $50,008,000
against total liabilities of $81,513,000, resulting in
shareholders' deficit of $31,505,000.  At December 31, 2009, the
Company had shareholders' deficit of $1,797,000.

The Company said its net working capital deficiency, recurring
operating losses, and negative cash flows from operations raise
substantial doubt about its ability to continue as a going
concern.  However, the successful delivery on major customer
contracts entered into since mid-2008 and continued success in
closing these types of contracts are expected to move the Company
into profitability.  In addition to those new contracts,
Management believes that the inclusion of VDUL's business and cash
flows will have a positive impact on future results.  At the same
time, expenses are managed closely and lower-cost outsource
opportunities are given case-by-case consideration.

Notwithstanding, the Company continues to find support among its
shareholders and other investors, as evidenced by the $5.6 million
and $35.8 million financing completed in 2009 and 2008.  This
capital was used to fund the VDUL acquisition, to strengthen its
core logistics business model, and to support existing operations.

                        About Capital Growth

Capital Growth Systems, Inc., and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.


CARBIZ INC: Reports $2.14-Mil. Net Loss for October 31 Quarter
--------------------------------------------------------------
CarBiz Inc. reported a net loss of $2,142,588 for the three months
ended October 31, 2009, from a net loss of $5,811,687 for the year
ago period.  For the nine months ended October 31, 2009, the
Company posted net income of $29,546,348 from a net loss of
$4,255,540 for the year ago period.

Sales for the three months ended October 31, 2009, were $8,404,530
from $13,883,243 for the year ago period.  Sales for the nine
months ended October 31, 2009, were $29,739,287 from $31,590,462
for the year ago period.

At October 31, 2009, Carbiz had $33,994,630 in total assets
against $36,777,723 in total liabilities, resulting in
stockholders' deficiency of $2,783,093.

CarBiz said it has incurred significant net losses and negative
cash flows from operations, although the gain on debt
restructuring during the nine months ending October 31, 2009
offset this trend and decreased its stockholders' deficit.  CarBiz
said as a result of its previous lack of financial liquidity and
negative stockholders' equity, there is substantial doubt about
its ability to continue as a "going concern".

In August 2009, the Company was unable to make its monthly
curtailment payment due under a term loan with Dealer Services
Corporation.  The Company negotiated a deferral of that payment to
DSC by agreement to a deferral fee of $350,000, or about $100 per
car securitizing the term loan.  Subsequent to that agreement, DSC
ceased funding new inventory on the floor plan line of credit.
This cessation prevented the Company from replacing sold vehicles
and had a severe adverse effect on the Company's sales, portfolio
growth and cash flow.  As a further result of the reduction of the
Company's sales and cash flow, the Company was forced to negotiate
a deferral of two additional monthly curtailment payments on its
DSC term loan in September and October 2009.  The cost of each
monthly deferral was $350,000.  The deferral costs were added to
the basis of the loan and recorded as interest in the Statement of
Operations.  These additional charges caused the effective
interest rate of the DSC debt to be 40%.

The Company continues to operate at a greatly reduced sales rate
due to the lack of inventory financing, which is absolutely
crucial to the continuing operations of the Company.  During
subsequent discussions with DSC, it has become clear that DSC does
not intend to restore normal funding to the Company under any
circumstances and, as a result, the Company is engaged in a
vigorous search to find a suitable replacement credit facility.

The Company, however, said the continuing worldwide financial and
credit crises have strained investor liquidity and contract credit
markets, which will likely make the cost of raising funds through
the debt or equity markets more expensive or make those markets
unavailable.  If additional financing is raised by the issuance of
securities, control of the Company may change or shareholders may
suffer significant dilution.  However, there can be no assurance
that financing efforts will be successful, and if a suitable
replacement credit facility is not found, the future viability of
the Company is in doubt.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4bde

On December 1, CarBiz filed Amendment No. 1 on Form 10-K/A to its
Annual Report for the fiscal period ended January 31, 2009, which
was originally filed with the SEC on April 24, 2009; and Amendment
No. 1 on Form 10-Q/A to its Quarterly Report for the quarterly
period ended July 31, 2009, which was originally filed on
September 10, 2009.

The Amendments were filed in response to certain comments raised
by the staff of the SEC.  The Amendment revised certain
disclosures in the Company's consolidated financial statements and
notes included in Part II, Item 8 Financial Statements and Part
II, Item 7 Management's Discussion and Analysis to address these
matters:

    * The Company's critical accounting policies in MDA and the
      notes to its consolidated financial statements have been
      expanded to provide additional information related to its
      accounts and notes receivable, leasing activities and loan
      loss reserves.

    * The Company's consolidated statement of operations has been
      revised to include gains and losses on asset disposals and
      impairment charges as a component of operating expenses.
      The Company previously reflected these captions in other
      income and expense.

    * Footnotes to the Company's consolidated financial statements
      related to notes payable, credit facilities and convertible
      debentures have been modified to include additional details
      of the terms and conditions underlying the debt agreements.

    * Footnotes to the Company's consolidated financial statements
      related to financial instruments and fair value measurements
      have been modified to provide additional information about
      the Company's fair value measurements.

    * Footnotes to the Company's consolidated financial statements
      related to its acquisition of the Star Financial Portfolio
      have been modified to provide additional details of the
      underlying transaction and provide further elaboration
      related to the Company's accounting for this transaction.

A full-text copy of Amendment No. 1 on Form 10-K/A, is available
at no charge at http://ResearchArchives.com/t/s?4bdf

A full-text copy of Amendment No. 1 on Form 10-Q/A, is available
at no charge at http://ResearchArchives.com/t/s?4be0

CarBiz Inc. operates and manages its business in two segments,
which are its used car sales and leasing segment -- CarBiz Auto
Credit -- and consulting and collections services offered to
independent car dealerships -- Consulting and Collections.  CarBiz
operates 25 Buy-Here Pay-Here credit centers throughout the United
States.  The company also provides training, consulting,
performance groups and management services for dealers seeking to
improve their BHPH programs.


CHEMTURA CORP: Exceeding Targets, Working on Debt-Equity Plan
-------------------------------------------------------------
Chemtura Corporation said it has viewed Chapter 11 as an
opportunity to reshape the Company into a stronger, more nimble
enterprise with a focus on growth.  From an operating standpoint,
Chemtura is pursuing growth opportunities while making significant
progress in enhancing the efficiency and effectiveness of its
businesses. Initiatives include:

    * Increasing strategic investments to improve efficiency, such
      as its Enterprise Resource Planning (ERP) initiatives that
      have enabled over 90 percent of revenues to be managed on a
      single global instance of SAP and offering simplified and
      standardized business processes;

    * Increasing investment in R&D, which is starting to result in
      important and innovative new product introductions such as
      GeobromTM, Weston(R) 705, and two new flame retardant
      products being produced today on pilot plant scale;

    * Improving order processing to enhance responsiveness and
      delivery to customers;

    * Transferring certain operations to third-party logistics
      providers, enabling the Company to maintain service levels
      at a more competitive cost;

    * Growing its global antioxidant business with an additional
      expansion of its capacity at Gulf Stabilizer Industries
      (GSI), its joint venture facility in Al Jubail, Saudi
      Arabia; and

    * Advancing in its joint venture between Al Zamil Group
      Holding Company and Chemtura Organometallics GmbH, a wholly
      owned German subsidiary of Chemtura Corporation, to build a
      world-scale metal alkyls manufacturing facility in Jubail
      Industrial City, Saudi Arabia.

In addition, Chemtura is meeting and exceeding its financial
objectives.  Accomplishments include:

    * Generating positive cash flow over the last four quarters
      and accumulating substantial cash balances;

    * Achieving and exceeding performance levels required by the
      Debtor-In-Possession Credit Agreement; and

    * Identifying, and now working closely with, several financial
      institutions the Company expects will lead its exit
      financing.  The support of these institutions will enable
      Chemtura to finance its Plan of Reorganization and emerge as
      a financially sound, stand-alone company.

The Company also provided an update on its plans to emerge from
Chapter 11 as soon as practicable.

More than 14,000 claims were received on or before the Bar Date of
Oct. 30, 2009, many of which were contingent, unliquidated claims.
While the Company has been working diligently to analyze and
respond to these claims, it has concluded it should now
proactively expand its exit timeline in order to fully evaluate
and address these claims through the legal process.  As a result,
Chemtura's goal is now to emerge from Chapter 11 in the summer of
2010.

Chemtura has met numerous business milestones during the Chapter
11 cases, demonstrating operational credibility and maintaining an
aggressive Chapter 11 timetable.  Chemtura believes its actions
and overall performance have helped gain the confidence of its
customers and suppliers, as well as its creditors, and that the
additional time allotted for the claims process will lead to a
stronger company, better positioned to deliver superior service
and financial results.

Since the beginning of this process, Chemtura has intended to
develop a consensual Plan of Reorganization with as many of its
stakeholders as possible.  Chemtura continues to work
collaboratively with its official committee of unsecured creditors
in developing a Plan of Reorganization that is expected to include
agreement on a substantial debt-to-equity conversion.  The Company
believes that this approach offers the quickest overall path to
emergence while building a stronger, more focused and nimble
enterprise, best equipped to grow and meet the needs of its
customers.

Chemtura's operations outside the United States are not part of
the Chapter 11 proceedings.  These operations have been able to
demonstrate financial strength and the ability to operate
unaffected by the Chapter 11 process.  These operations have
virtually no third-party funded debt and have generated
substantial cash flow during 2009, which they retain to fund
operations and as a store of liquidity.

Chemtura appreciates the significant amount of support and
encouragement it has received from all of its constituencies,
which is critical to its success as each of these groups will play
an important role in the future of the company.

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CITIGROUP INC: Board Amends Bylaws on Appointment of Lead Director
------------------------------------------------------------------
The Board of Directors of Citigroup Inc. on December 15, 2009,
amended Article IV, Section 1 of Citigroup's By-laws relating to
the appointment of a lead director, effective December 15.
Article IV, Section 1 was amended to provide that, unless the
Chairman of the Board is an independent director, the Board of
Directors will appoint a lead director, who is required to be an
independent director.

A full-text copy of Citigroup's By-laws is available at no charge
at http://ResearchArchives.com/t/s?4bd8

                      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: Registers T-DECS With New York Stock Exchange
------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
Form 8-A to register its Tangible Dividend Enhanced Common Stock
with the New York Stock Exchange, each with a stated amount of
$100.

As reported by the Troubled Company Reporter, Citigroup 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.

                      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.


CLIFFORD RALPH: U.S. Trustee Wants Case Converted to Chapter 7
--------------------------------------------------------------
Robert D. Miller Jr., the Acting U.S. Trustee for Region 18, asks
the U.S. Bankruptcy Court for the District of Oregon to dismiss or
convert the case of Clifford Ralph Robinson and Heather Lynn
Robinson, to Chapter 7.

Franklin Lakes, New Jersey-based Clifford Ralph Robinson and
Heather Lynn Robinson, fka Lufkins, filed for Chapter 11
bankruptcy protection on November 2, 2009 (Bankr. D. Ore. Case No.
09-39160).  William M. Parker, Esq., who has an office in Tigard,
Oregon, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


COBBLESTONE ESTATES: Talks with BNY Failed, Ch. 11 Case Dismissed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved the stipulation entered into by Cobblestone Estates,
Inc., and The Bank of New York Mellon, dismissing the Chapter 11
case of the Debtor.

The Debtor and BNY were unable to reach agreement on the terms of
a plan of reorganization.

As reported in the Troubled Company Reporter on July 9, 2009, BNY
related that:

  a.  The Debtor has a single, undeveloped and non-income
      producting asset, an approximately 7.02 acre tract of
      land located in Howard Beach, Queens, New York.  The only
      "improvements" on the property are 37 unfinished
      basements on Phase 1 of the Project, which have been left
      unattended and unprotected for over a year.

  b.  The Debtor's sole asset is encumbered by three mortgages
      held by BNYM.  These mortgages secure loans that have an
      aggregate outstanding principal balance in excess of
      $14,000,000, which far exceeds the value of the property.

  c.  BNYM and the Debtor are involved in active state court
      litigation.

  d.  The Debtor has few unsecured creditors that hold an
      insignificant amount of debt.

  e.  The Debtor has failed to pay real estate taxes which as
      of the petition date were approximately $290,000.

  f.  The Debtor has no operations of any kind and has no
      income or expenses, other than its obligations to BNYM
      and to the City of New York and the holders of tax liens
      sold by the City.

  g.  Upon BNYM's information and belief, the Debtor has no
      employees.

Based in Huntington Station, New York, Cobblestone Estates, Inc.
is a real estate developer.  The Company filed for Chapter 11
relief on February 9, 2009 (Bankr. E.D.N.Y. Case No. 09-70743).
Craig D. Robins, Esq., at the Law Office of Craig D. Robins,
served as bankrupty counsel.  When the Debtor filed for protection
from its creditors, it listed total assets of $15,050,100 and
total debts of $15,203,000.


COLONIAL BANCGROUP: Challenges Capital Deal with FDIC
-----------------------------------------------------
Law360 reports that Colonial BancGroup Inc. has sued the Federal
Deposit Insurance Corp. in an effort to void an agreement on
capital maintenance requirements it reached with the FDIC earlier
this year, but wasn't able to fulfill.

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

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


COINMACH SERVICE: Moody's Cuts Corporate Family Rating to 'Ca'
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Coinmach Service Corp. to Ca from Caa2 and the probability of
default rating to D from Caa2.  The company's other existing debt
ratings were also downgraded and the outlook is developing.  The
rating action reflects the company's recently missed interest
payment, which constitutes an event of default under Moody's
credit policy.  The company has entered into a deferral agreement
with its lenders to reschedule the interest payment date for later
this month, therefore there is no event of default under any of
the definitive documents surrounding the company's existing loans
or credit facilities.

The developing outlook reflects the expectation that capital
structure changes will likely occur in the near term and may
enhance the company's liquidity position.

Downgrades:

Issuer: Coinmach Service Corp.

* Corporate Family Rating, Ca from Caa2
* Probability of Default Rating, D from Caa2
* Revolving Credit Facility due 2013, Caa3 (LGD3, 34%) from Caa1
* Delayed Draw Term Loan due 2014, Caa3 (LGD3, 34%) from Caa1
* Term Loan B due 2014, Caa3 (LGD3, 34%) from Caa1
* Senior Unsecured Loan due 2015, C (LGD5, 80%) from Caa3
* Senior Subordinated Loan due 2015, C (LGD6, 92%) from Ca
* Outlook, Developing from Negative

Moody's last rating action occurred on February 27, 2009, when the
corporate family rating was downgraded to Caa2 from B2.

Coinmach Service Corp., through its wholly owned subsidiaries, is
the single largest provider of outsourced laundry services for
multi-family housing properties in North America.


COOPER-STANDARD: In Talks for Much Lower Loan Interest Rate
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Cooper-Standard
Automotive Inc. is negotiating an even lower interest rate than
the reduction in interest expense announced last week.  The
Company said last week it had $175 million in replacement
financing at a 3.5% lower rate than the loan approved early in the
Chapter 11 reorganization.  The new financing being worked out
with an affiliate of Deutsche Bank AG as agent will carry interest
6% above the London interbank offered rate, with a 2% Libor floor.
Last week, the rate was to be 7% above Libor.  The new agreement
works out to about 4.5% below the rate on existing financing.

                       About Cooper-Standard

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

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

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

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

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


CONSTRUCTION LABOR: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Construction Labor, LLC
        350 West Mapes Road
        Perris, CA 92570

Bankruptcy Case No.: 09-40532

Chapter 11 Petition Date: December 16, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: Ron Bender, Esq.
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Email: rb@lnbrb.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
14 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-40532.pdf

The petition was signed by Mason Bailey, managing member of the
Company.


COPANO ENERGY: Moody's Reviews 'Ba3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service placed Copano Energy, LLC's Ba3
Corporate Family Rating, Ba3 Probability of Default Rating, and B1
(LGD 4, 68%) senior unsecured ratings under review for possible
downgrade.

This action reflects Copano's elevated leverage position, which
has trended upward.  The ratings review will assess the company's
expectations for operating results and financial policy for 2010
and beyond.  Moody's will review Copano's capital spending plans
and associated financings to determine whether leverage will be
appropriate for its Ba3 CFR.

A downgrade is a possibility should Copano's costs and resulting
returns not improve relative to its 2009 quarterly trends or if
Moody's expect leverage to continue on an upward projection
without clear evidence of factors that could lead to a
strengthening of its credit metrics.

The last rating action on Copano was May 12, 2008, when Moody's
upgraded its ratings to the CFR, PDR, and senior secured notes.

Copano Energy, L.L.C., is headquartered in Houston, Texas.


CULLIGAN INTERNATIONAL: Moody's Junks Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service downgraded Culligan International
Company's Corporate Family Rating and Probability of Default
rating to Caa1 from B3.  Moody's concurrently downgraded ratings
on the senior secured credit facilities by one notch.

The downgrade to Caa1 reflects the company's weak financial
strength metrics, underlined by high leverage and modestly
negative free cash flow in the twelve months ended September 30,
2009, and the potential for prolonged weakness in customer demand
in 2010 driven by a weak economy and high unemployment.  The
ratings and outlook also reflect longer term question marks with
respect to the sustainability of Culligan's current capital
structure: Given weak profitability and credit metrics, the
company may have difficulty refinancing the credit facility prior
to the maturity date and may need to complete a balance sheet
restructuring over the next two years.  Balance sheet
restructuring alternatives could include, among other options, an
exchange offer, debt repurchase, a contribution from the sponsor,
or some combination of these approaches.

The ratings are supported by the company's strong brand name,
distribution channels marked by one of the largest dealer networks
in the industry, and significant geographic and customer
diversity.  The ratings also reflect a large recurring revenue
base (about 50% of total revenues), which helps provide some
degree of visibility and predictability to cash flow streams.

Moody's took these rating actions:

* Downgraded the Corporate Family Rating to Caa1 from B3;

* Downgraded the Probability of Default Rating to Caa1 from B3;

* Downgraded the US$110 million senior secured revolving credit
  facility due 2012 to B3 (LGD 3, 33%) from B2 (LGD 3, 33%);

* Downgraded the US$552 million senior secured 1st lien term loan
  due 2012 (inclusive of a EUR25 million tranche) to B3 (LGD 3,
  33%) from B2 (LGD 3, 33%);

* Downgraded the EUR175 million senior secured 2nd lien term loan
  due 2013 to Caa3 (LGD 5, 84%) from Caa2 (LGD 5, 84%);

The ratings outlook remains negative.

The previous rating action was on December 10, 2008, at which time
Moody's affirmed the company's B3 Corporate Family Rating and
changed the outlook to negative from stable.

Based in Rosemont, Illinois, Culligan International Company is a
U.S. operating subsidiary of Culligan Holding S.ar.l. and
beneficially owned by a private equity fund managed by Clayton,
Dubilier & Rice, Inc. The company is a global provider of water
treatment equipment, consumables and services for household and
commercial applications (about 75% of revenues), and home-office
delivery water services (just under 25% of revenues) as well as
vended water.  Culligan operates in 70 countries and generated
revenues of approximately $699 million for the twelve months ended
September 30, 2009.


DBSI INC: Executive Park Drive Office Buildings to Be Auctioned
---------------------------------------------------------------
By Josh Flory at the Knoxville News Sentinel reports that DBSI
Inc. office buildings at 9050 Executive Park Drive will be
auctioned Friday in a foreclosure, as part of the Company's
bankruptcy.  According to the News Sentinel, the property at 9050
Executive Park Drive was divvied up between a slew of tenant-in-
common, or "TIC," investors.  The News Sentinel states that John
Adams, a broker with Wood Properties, is the leasing agent for the
current owners.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.

On November 10, 2008, and other subsequent dates, DBSI and 180 of
its affiliates filed for Chapter 11 protection (Bankr. D. Del.
Lead Case No. 08-12687).  Lawyers at Young Conaway Stargatt &
Taylor LLP represent the Debtors as counsel.  The Official
Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as
its bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
Debtors' notice claims and balloting agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million and $500 million.

Joshua Hochberg, a former head of the Justice Department fraud
unit, has been named examiner to investigate allegations of fraud
by the Debtors and their management.  The state of Idaho had
accused DBSI of engaging in a Ponzi scheme and defrauding
thousands of investors out of millions of dollars through the sale
of unregistered securities.


DELPHI CORP: Off-Calender Motions Dismissed by Court
----------------------------------------------------
The Modified First Amended Joint Plan of Reorganization of Delphi
Corp. and certain of its affiliates became effective on Oct. 6,
2009.  Delphi subsequently emerged from Chapter 11.  The
Reorganized Debtors inform the Court that they are currently
administering the Modified Plan and are working to close their
Chapter 11 cases without delay.

At the behest of the Reorganized Debtors, Judge Robert Drain
dismissed with prejudice eight motions for relief from the
automatic stay, three motions for standing to prosecute claims on
behalf of the Debtors' estates, and a motion to compel lease
decision.  A list of the Dismissed Motions is available for free
at http://bankrupt.com/misc/Delphi_DismissedMotions.pdf

Judge Drain also adjourned the hearing with respect to Methode
Electronics, Inc.'s Lift Stay Motion to a future hearing.

Moreover, Judge Drain declared moot certain contested matters and
acknowledged withdrawal of the Debtors' Omnibus Postpetition
Objections.  A list of the Mooted Contested Matters is available
for free at http://bankrupt.com/misc/Delphi_MootedMatters.pdf

The Court overruled certain objections and reservation of rights,
except SKF USA Inc.'s and Freudenberg-NOK General Partnership's
objections.  A list of the Overruled Objections is available for
free at http://bankrupt.com/misc/Delphi_OverruledObjs.pdf

With respect to SKF USA, its objections will be deemed withdrawn
only upon the Reorganized Debtors' transfer to SKF USA an
aggregate of $87,447 to cure prepetition defaults on these
contracts:

    (a) Contract No. SAG9OI4765;
    (b) Contract No. SAG9OI4051;
    (c) Contract No. SAG9OI4642; and
    (d) Contract No. SAG9OI2726.

The Court's order does not in any way impair any rights of SKF
USA to pursue, and obtain the payment of any properly asserted
administrative claims, which will be subject to the treatment
provided for Administrative Claims under the Debtors' Modified
First Amended Joint Plan of Reorganization and as set forth in
Master Disposition Agreement among the Debtors, General Motors
Company, Motors Liquidation Company, GM Components Holdings, LLC
and DIP Holdco 3, LLC.

Similarly, Judge Drain ruled that resolution of the cure
objection of Freudenberg-NOK General Partnership will be
effective only upon receipt by these entities of the related cure
payments:

  Entity                                 Cure Payment
  ------                                 ------------
  Freudenberg-NOK General Partnership         $90,000
  Freudenberg Filtration Technologies,         10,115
   L.P. fka Freudenberg Nonwovens, L.P.
  Freudenberg-NOK, Inc.                         4,480

                         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: Retirees Group Continues Pension Fight
---------------------------------------------------
To recall, the Delphi Salaried Retirees Association amended its
civil action against the Pension Benefit Guaranty Corporation to
include the U.S. Department of the Treasury Auto Task Force's
Secretary Timothy Geithner, and senior advisers Steven Rattner and
Ronald Bloom.

The House of Representatives' Health, Employment, Labor and
Pension Subcommittee thus has convened a hearing on December 2,
2009, whereby the DSRA was expected to assert that the Auto Task
Force put pressure on the PBGC to accept an unfair pension deal,
Dow Jones Newswires reported.

At the December 2 hearing, the DSRA also urged General Motors
Company to "top up" the pension payments former salaried
employees can receive from the PBGC as GM did for Delphi
Corporation's union employees, Pensions & Investments disclosed,
citing DSRA representatives who testified at the hearing.  The
DSRA at the hearing disclosed that the PBGC will pay $54,000
maximum in plan benefits for Delphi salaried employees while GM
will make up the losses incurred by the Delphi union employees
under a $54,000 cap, Pensions & Investments noted.

Subsequently, the DSRA posted in its Web site a letter from the
Subcommittee asking the Auto Task Force to provide no later than
December 18, 2009, a copy of all documents and correspondence
relating to the federal government's involvement in the
restructuring of GM and Delphi's pension plans, including all
documents relating to communications among the Auto Task Force,
the Treasury Department, the White House, General Motors
Corporation, Delphi, the PBGC, UAW, and other organized labor
unions.

The Subcommittee's Letter dated December 7, 2009, indicated that
that the December 2 hearing made clear that critical questions
regarding the Auto Task Force's and the White House's role in
Delphi's pension matters remain unanswered.  As a result of the
federal government's role in restructuring of GM, some Delphi
workers will receive the full pension benefits which they were
promised, while others will see a drastic reduction in the
benefits they will receive, the Subcommittee related.  Moreover,
the Subcommittee asserted that the federal government -- now a
60% owner of GM -- played a significant role in shaping these
outcomes.  A full-text copy of the Subcommittee Letter dated
December 7, 2009, is available for free at:

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

Representative Chris Lee of New York, in a testimony before a
Subcommittee hearing on December 7, 2009, said that more
transparency is needed with respect to the Treasury Department
decisions that will cause drastic pension benefit cuts for
Delphi's salaried retirees in Western New York,
TradingMarkets.com reported on December 7, 2009.

In addition, Richard Cordray, Esq., Ohio's attorney general,
filed an amicus brief in the DSRA's Civil Action, supporting the
DSRA's request for an injunction against the PBGC to prevent any
impending reduction of the salaried retirees' monthly pension
payments.  Mr. Cordray asserted that public interest will be
served by the continued payment of pension benefits at their full
value until the United States District Court for the Eastern
District of Michigan Southern Division may exercise its
jurisdiction to determine whether the summary termination of the
DSRA's pension plan was lawful.

In related news, a group of Delphi retirees will testify before
the Ohio House Committee on Aging and Disability on December 15,
2009, according to WYTV.com.  The hearing is in aid of a
resolution proposed by Ohio Representative Bob Hagan, calling for
the state's intervention in the restoration of retiree benefits,
WYTV.com related.

Moreover, about 2,000 workers at five Delphi Packard
Electrical/Electronic Architecture's facilities in Howland,
Warren, Rootstown, Vienna, and Cortland, Ohio, are eligible to
apply for Trade Adjustment Assistance, pursuant to U.S.
Department of Labor's public statement on December 14, 2009.

Eligible workers who apply for TAA may receive case management
and re-employment services, training in new occupational skills
and trade readjustment allowances that provide income support for
workers enrolled in training.  Some workers may also receive job
search and relocation allowances and the Health Coverage Tax
Credit.

Workers 50 years of age and older may elect to receive Re-
employment Trade Adjustment Assistance.  A worker who obtains new
employment at wages less than $50,000 and less than those earned
in adversely affected employment, the RTAA program will pay 50%
of the difference between the old wage and the new wage, up to
$12,000 over a two-year period.

                         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: Trade Committee Seeks Allowance of $1.55MM Payment
---------------------------------------------------------------
Argo Partners, Inc.; ASM Capital; Avenue Capital Management, LLC;
Contrarian Capital Management, LLC; Hain Capital Group; King
Street Capital Management LLC; Longacre Fund Management LLC and
Sierra Liquidity Fund, LLC, collectively referred to as an ad hoc
committee of creditors holding trade claims against Delphi
Automotive Systems LLC and its domestic operating subsidiaries,
ask the Court pursuant to Sections 503(b)(3)(D) and (b)(4) of the
Bankruptcy Code for the allowance of payments of actual,
necessary expenses incurred by the Trade Committee in making a
substantial contribution to the Debtors' estates.

The Trade Committee specifically seeks payment of $1,500,000,
which would be allocated to pay $156,000 of outstanding bills
owed to certain professionals and $1,344,000 to repay members of
the Trade Committee.  The adjusted fees and expenses of Kasowitz,
Benson, Torres & Friedman LLP, Ropes & Gray LLP and Capstone
Advisory Group from June 13, 2006 to November 28, 2008, aggregate
$1,714,214 but the Trade Committee will only seek payment of
$1,500,000, David S. Rosner, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, explains.

More importantly, Mr. Rosner asserts that the Trade Committee
provided a singular voice to all holders of domestic trade debt,
thus streamlining negotiations and avoiding the Debtors the time,
expense, and uncertainty inherent in multifarious negotiation
with disparate creditors.  He notes that the Trade Committee
retained Kasowitz Benson and Ropes & Gray as counsel and Capstone
as financial advisor to investigate the Debtors' restructuring
alternatives and facilitate dialogue among the Trade Committee,
the Debtors, the Official Committee of Unsecured Creditors, and
other parties-in-interest.

Absent the Trade Committee's efforts, the Debtors would have
faced real risks of not confirming the First Amended Joint Plan
of Reorganization, considering that the Trade Committee delivered
large blocks of accepting votes on certain Debtors, Mr. Rosner
cites.  While the modifications to the Plan, as confirmed last
January 25, 2008, eliminated postpetition interest, the Trade
Committee's contribution of having the Debtors fix absolute
priority rule concerns remained through emergence, he maintains.

Pursuant to the Court's order granting the Debtors' motion
approving an Equity Purchase and Commitment Agreement dated
January 12, 2007, and the agreement read into the record at a
December 6, 2007 hearing, the Debtors and the Creditors'
Committee agreed they would not challenge the Trade Committee's
request for reimbursement of up to $1,500,000 of documented fees
and expenses, Mr. Rosner adds.

                         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: 4 Officers Dispose of 110,000 Shares
-----------------------------------------------
Delta Air Lines, Inc. Director Douglas M. Steenland notified the
Securities and Exchange Commission on December 1, 2009, that he
disposed of 50,000 shares of Delta common stock on November 30,
at a price of $8 per share.  Mr. Steenland is deemed to
beneficially own 462,579 Delta shares after the transaction.

Glen W. Hauenstein, executive vice president for Network Planning
and Revenue Management at Delta Air Lines, Inc., reported to the
Securities and Exchange Commission on December 1, 2009, that he
disposed of 20,000 shares of Delta common stock, at $8 per share.
Following the transaction, Mr. Hauenstein beneficially owned
324,672 shares of Delta common stock.

Delta Air Lines, Inc. Senior Vice President and Chief Financial
Officer Hank Halter notified the Securities and Exchange
Commission on December 1, 2009, that he disposed of these shares
of Delta common stock in open market transactions through a
broker-dealer:

Transaction      Disposed of         Price       Remaining
    Date          Common Stock      Per Share       Shares
-----------      ------------      ---------     ---------
  11/30/09          10,000            $8.00        226,000
  11/30/09          10,000            $8.12        221,316

Edward H. Bastian, president and chief operating officer of
Northwest Airlines Corporation, informed the Securities and
Exchange Commission on November 30, 2009, that on November 25, he
disposed of 20,000 shares of Delta Air Lines, Inc. common stock
in open market transactions through a broker-dealer, at a
purchase price of $7,807 per share.  Mr. Bastian was left with
575,316 shares of Delta common stock following the transaction.

                       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: Files U.S. Airline Conference Materials With SEC
-----------------------------------------------------------
Hank Halter, Senior Vice President and Chief Financial Officer of
Delta filed with the U.S. Securities and Exchange Commission on
December 9, 2009, the materials he presented to the Next
Generation Equity Research 2009 U.S. Airline Conference.

In its presentation, Delta showed, among other things, that it is
an asset to the airline industry with its leading global network,
strong financial foundation, strategic merger benefits and
synergies and a disciplined management approach.

Delta also underscored that its integration with Northwest
Airlines Corp. "will be substantially complete by early 2010."

A full-text copy of Delta's presentation is available at no
charge at http://ResearchArchives.com/t/s?4b88

                       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: Offers Full Year 2009 Forecast
-----------------------------------------
In an investor update filed with the Securities and Exchange
Commission on December 9, 2009, Delta Air Lines, Inc., provided
guidance for the December quarter and full year 2009.

Delta Senior Vice President and Chief Financial Officer Hank
Halter said that projected system load factors for December 2009
and January 2010 of 81% and 77%, are expected to be consistent
with the prior year period.  The company also expects passenger
RASM to decline approximately 7% year over year for the December
2009 quarter.

Corporate contract volume and related revenue have trended upward
year over year since spring.  For the week ended November 22,
2009, total corporate contract volume was up approximately 3%
year over year and the associated revenue was down approximately
10%, Mr. Halter added.

                  Key Financial Metrics

                            Dec. Qtr 2009        Full Year 2009
                            -------------        --------------
Operating margin               Breakeven             Breakeven

Consolidated fuel price,
net of realized hedges           $2.15                $2.15

Capital Expenditures          $200 million          $1.3 billion

Total unrestricted
Liquidity                          -               $5.1 billion

                           Dec. Qtr 2009 vs.
                             Dec. Qtr 2008        2009 vs. 2008
                           -----------------      -------------
Consolidated CASM ex-fuel       Up 5 - 6%             Up 3 - 4%

Mainline CASM ex-fuel           Up 5 - 6%             Up 3 - 4%

System capacity                   Down 8%              Down 6%
Domestic                         Down 5%              Down 6%
International                   Down 14%              Down 8%

Mainline capacity                 Down 9%              Down 7%
Domestic                         Down 5%              Down 8%
International                   Down 14%              Down 7%


                    Fuel hedge update

                       % of Projected Fuel Requirements Hedged
                       ----------------------------------------
                                4Q09           2010
                                ----           ----
Call options                      22%            10%
Collars                            -              3%
Swaps                             17%             3%

Total                             39%            16%

Projected fuel price/gallon     $2.15             -

According to Mr. Halter, fuel price-related projections of the
Company include:

  * assumed $82.79 all-in price per barrel for crude oil plus
    refining spread;

  * hedge gain of $0.03/gallon; and

  * call option premiums; and

  * tax and transportation costs of approximately $0.17/gallon

                 Other Financial Information

                            Dec Qtr 2009                2009
                            ------------                ----
Non-operating expense
(excluding FAS 133 impact)   $325 million            $1.2 billion

Cargo and Other Revenue      $1.1 billion            $4.3 billion

Delta expects approximately 830 million and 827 million weighted
average shares outstanding for the December 2009 quarter and full
year 2009, Mr. Halter disclosed.

According to Mr. Halter, Delta expects to achieve more than
$700 million in merger synergies for the full year 2009.
Synergies achieved year to date have been driven by improved
revenue from increased market share, Delta's affinity card
agreement and alignment of frequent flyer programs.

In addition, Mr. Halter said, costs have been reduced through
streamlined overhead, facilities and technology, elimination of
dedicated freighter flying and supply chain savings.

"The company is on track with its integration efforts and expects
to receive its Single Operating Certificate by the end of 2009,"
Mr. Halter told the SEC.

A full-text copy of Delta's Investor Update is available for free
at http://ResearchArchives.com/t/s?4b89

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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

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


DELTA AIR: To Explore Travel Options in Nigeria
-----------------------------------------------
Delta Air Lines and Nigerian Eagle Airlines announced they have
signed a memorandum of understanding to explore areas of
commercial cooperation that will expand travel options between
North America and Nigeria.

The memorandum of understanding provides for the carriers to
discuss marketing agreements that would allow their customers to
benefit from frequent flyer program participation and for Nigerian
Eagle to place its code on Delta-operated services between Abuja
and New York-JFK via Dakar, Senegal.  Any code-sharing is subject
to government approvals.

"We are delighted to be exploring a closer relationship with
Nigerian Eagle, which will greatly benefit customers in Nigeria,"
said Bobby Bryan, Delta's commercial manager for West and East
Africa.  "A marketing relationship would provide Delta and
Nigerian Eagle customers with additional travel and freight
opportunities."

Captain Dapo Olumide, chief executive officer, Nigerian Eagle
added: "This is an exciting time for us and this agreement will
add value to boost trade between West Africa and the United
States.  This is a win-win for all but especially the traveling
public who will have extra choice to New York and beyond."

Nigerian Eagle Airlines, formerly Virgin Nigeria Airways Limited,
is a Nigerian registered private sector flag carrier airline
wholly owned by private investors.  The airline has in the course
of its operations developed a global network that is progressively
serving domestic and regional routes.  From its operational base
at the Lagos Murtala Mohammed Airport, Nigerian Eagle Airlines
currently flies domestically to Abuja, Owerri, Kano, Sokoto,
Calabar and Port Harcourt while on the regional routes, it
connects passengers to Accra, Ghana; Douala, Cameroon; Dakar,
Senegal; Cotonou, Republic of Benin; Libreville, Gabon and
Abidjan, Cote d'ivoire; Monrovia, Liberia; Dakar, Senegal and
Banjul, Gambia.  The airline is 100% e-ticketing compliant across
her network.  Nigerian Eagle Airlines is building an emerging
airlines alliance in Africa through cooperation among carriers in
the continent.

                       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.


DENNY HECKER: Bankruptcy Trustee to Rule on Debts Next Year
-----------------------------------------------------------
Randall Seaver, bankruptcy trustee, will decide on January 15,
2010, whether Denny Hecker's debts can be wiped out, Esme Murphy
at WCCO reports.

According to WCCO, several of Mr. Hecker's creditors said that
they believe the bankruptcy trustee is about to rule that none of
his debts can be wiped out.  WCCO notes that if that happens, Mr.
Hecker will still have $700 million in debt, and the trustee would
still control any of his assets.

WCCO relates that Mr. Hecker's lawyer said that his client's
former employee, Steven Leach, forged a document at the heart of a
criminal investigation, an allegation that Mr. Leach's lawyer
denied.  According to the report, Mr. Hecker used the document to
obtain $65 million in loans from Chrysler.

WCCO states that Bankruptcy Judge Robert Kressel denied Mr.
Leach's attempt not to submit to a deposition by Mr. Hecker's
attorney on Wednesday.

Richard Meryhew at Star Tribune reports that more than 1,100
turned out to bid on Mr. Hecker's goodies in August in the auction
at the FWR Auction Center.  The report says that Mr. Seaver
ordered the auction to generate cash to pay off hundreds of Mr.
Hecker's creditors.

According to Star Tribune, a bankruptcy judge authorized Chrysler
Financial to repossess four of his Dodge trucks.  Star Tribune
states that the bankruptcy trustee was also attempting to
recapture at least $300,000 from a second mortgage Mr. Hecker
secured in March from Riverwood Bank.

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

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

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


DOCUMENT SECURITY: Unveils Debt Reduction and Refinancing
---------------------------------------------------------
Document Security Systems, Inc., has reached several agreements
that significantly reduce and extend the Company's near term debt
obligations.

The Company converted $2,000,000 of short-term debt due under a
$3,000,000 Credit Facility into equity and extended the
availability of the remaining $1,000,000 under the Credit Facility
to January 4, 2012.

In addition, the Company entered into two new debt agreements
aggregating $925,000, of which $350,000 is convertible into up to
218,750 common shares, with maturities between 30 to 36 months and
interest rates between 8% and 10%, the proceeds of which were used
to pay in full the $900,000 Secured Promissory Note with Baum
Capital Investments Inc. associated with the Company's acquisition
in 2008 of its DPI Secuprint printing division.

Robert Fagenson, Non-Executive Chairman of the Board stated:
"These transactions significantly improve our financial position
and reconfirms the confidence that our creditors have in our
business. Not only have we eliminated nearly all of our short-term
debt, we have been able to enter into new agreements with far more
favorable terms that include lower interest costs, extended
maturities, and greater financial flexibility and cash flow
management. Entering 2010, not only are we excited about the
market opportunities that lay before us, we also expect that our
strengthened financial position will allow us to continue the
significant progress we made throughout 2009."

                About Document Security Systems

Based in Rochester, New York, Document Security Systems, Inc.
(NYSE Amex: DMC; "DSS") develops and manufactures optical
deterrent technologies that help prevent counterfeiting and brand
fraud from the use of the most advanced scanners, copiers and
imaging systems in the market.  The company's patented and patent-
pending technologies protect valuable documents and printed
products from counterfeiters and identity thieves.  Document
Security Systems' customers, which include international
governments, major corporations and world financial institutions,
use its covert and overt technologies to protect a number of
applications including, but not limited to, currency, vital
records, brand protection, ID Cards, Internet commerce, passports
and gift certificates.


DOT VN: Posts $1.35-Mil. Net Loss for October 31 Quarter
--------------------------------------------------------
Dot VN Inc. reported a net loss of $1,346,611 for the fiscal
second quarter ended October 31, 2009, from a net loss of
$1,589,472 for the year ago period.  Dot VN posted a net loss of
$3,944,553 for the six months ended October 31, 2009, from a net
loss of $3,921,500 for the year ago period.

Revenues were $290,228 for the three months ended October 31,
2009, from $227,671 for the year ago period.  Revenues were
$653,340 for the nine months ended October 31, 2009, from $604,351
for the year ago period.

At October 31, 2009, the Company had total assets of $2,359,925
against $12,320,152 in total liabilities, resulting in
stockholders' deficit of $9,960,227.

The Company noted that to date it has had limited revenues from
the marketing and registration of '.vn' domain names as it
operates in this single industry segment.  Consequently, the
Company has incurred recurring losses from operations.  In
addition, the Company has defaulted on three convertible
debentures aggregating $612,500 that were due January 31, 2009,
and currently has not negotiated new terms or an extension of the
due date on the Defaulted Debentures.  These factors, as well as
the risks associated with raising capital through the issuance of
equity or debt securities creates uncertainty as to the Company's
ability to continue as a going concern.

The Company's plans to address its going concern issues include:

     -- Increasing revenues of its services, specifically within
        its domain names registration business segment through:

        * the development and deployment of an Application
          Programming Interface which the Company anticipates will
          increase its reseller network and international
          distribution channels,

        * through direct marketing to existing customers both
          online, via e-mail and direct mailings,

        * the commercialize of a pay-per-click parking page
          program for '.vn' domain registrations, and

        * the anticipated launch of our Info.VN web portal;

     -- Completion and operation of the IDCs and revenue derived
        from the IDC services;

     -- Commercialization and Deployment of certain new
        technologies:

        * multi-gigabit capacity virtual fiber systems, a wireless
          point-to-point layer one solution, and

        * rack-level data center solutions meeting Tier III
          standards; and

     -- Raising capital through the sale of debt or equity
        securities.

There can be no assurance that the Company will be successful in
its efforts to increase revenues, issue debt or equity securities
for cash or as payment for outstanding obligations.  Capital
raising efforts may be influenced by factors outside of the
control of the Company, including, but not limited to, capital
market conditions.

The Company is in various stages of finalizing implementation
strategies on a number of services and is actively attempting to
market its services nationally in Vietnam.  As a result of capital
constraints it is uncertain when it will be able to deploy the
Application Programming Interface or construction of the IDCs.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4be1

Dot VN said last week the Vietnamese Government's Vietnam Internet
Network Information Centre will send key government officials, led
by VNNIC's Director Thuy Le Nguyen, to San Diego towards the last
two weeks of December 2009 to meet with Dot VN management.
Vietnam's Ministry of Information and Communications has approved
the visit.  Meetings between VNNIC and Dot VN will focus on
several recent developments as well as programs for 2010 and
beyond.

One of the main topics of discussion during these meetings will be
Internet policy for Vietnam.  Since 2001, Dot VN has been working
with VNNIC on the country's Internet policy, including drafting
rules and regulations.  Dot VN has received recognition on
multiple occasions for their work with VNNIC on this topic.

                         About Dot VN

Dot VN, Inc. (OTCBB: DTVI) -- http://www.DotVN.com-- provides
Internet and Telecommunication services for Vietnam.  The Company
is currently developing initiatives to offer Internet Data Center
services and Wireless applications.


EDGE PETROLEUM: Court Confirms Plan; Sale to Mariner Approved
-------------------------------------------------------------
In a regulatory filing Tuesday, Edge Petroleum Corp. disclosed
that on December 14, 2009, the U.S. Bankruptcy Court for the
Southern District of Texas entered a confirmation and sale order
confirming the Debtor's plan of reorganization and the sale of
substantially all of its assets to Mariner Energy, Inc.

The assets include all of the Company's ownership interest in its
direct and indirect subsidiaries, inclduing Edge Petroleum
Exploration Company, Miller Exploration Company, Edge Petroleum
Operating Company, Inc., Edge Petroleum Production Company and
Miller Oil Corporation.

As previously reported, Mariner was selected as the winning bidder
at the auction which was held on December 7, 2009.  On December 9,
2009, the Company and its subsidiaries signed a Purchase and Sale
Agreement with Mariner relating to the purchase and sale of the
assets.  Except as noted below, the Mariner Purchase Agreement
contains substantially the same terms as the previously reported
purchase agreement that the Company and its subsidiaries signed
with their stalking horse bidder, PGP Gas Supply Pool No. 3 on
September 30, 2009.

The sale is expected to close on December 31, 2009, and a pre-
closing is expected to be held on December 22, 2009, at which time
all documents required to be delivered at the closing will be
delivered into escrow and the remaining purchase price will be
deposited into escrow pending its release on the closing date.

Mariner's winning bid was $260 million, less a fixed gas price
downward adjustment of approximately $23.9 million.  PGP's highest
bid was $243 million, with a maximum downward floating gas price
adjustment of approximately $23.9 million.  The base purchase
price in the PGP Purchase Agreement was $191 million, with the
same floating gas price downward adjustment cap.

Pursuant to the Mariner Purchase Agreement, the effective date for
the sale of the assets is June 30, 2009.

In addition to the fixed downward gas price adjustment, Mariner's
purchase price is subject to a number of other adjustments
relating to, among others, (i) costs and expenses incurred by the
Debtors in connection with the maintenance of the Debtors'
properties before and after the effective date, (ii) gas imbalance
volumes, (iii) taxes, (iv) proceeds of production before and after
the effective date, (v) unsold inventory as of the effective date,
and (vi) prepaid items.

The Mariner Purchase Agreement does not include a break-up fee or
any related expense reimbursement in the event the sale is not
consummated.  The proceeds from the sale of the assets will be
used to substantially reduce the Company's indebtedness under the
Company's Fourth Amended and Restated Credit Agreement among the
Company, Union Bank, N.A., as administrative agent and as issuing
lender, and the other lenders.

The Company currently has approximately $226.5 million of
outstanding principal under its Credit Agreement which the Company
currently believes will be in excess of the proceeds expected to
be available for distribution as a result of the sale and after
taking into account all adjustments and other distributions
contemplated with respect thereto.  As a result, the Company
believes that it is unlikely that any material amount will be
available for distribution to the Company's unsecured creditors
or, in the unlikely event that such unsecured creditors received
payment in full, that the holders of the Company's 5.75% series A
cumulative convertible perpetual preferred stock will receive any
recovery.

The holders of the Company's common stock will also not be
entitled to any recovery upon consummation of the sale even under
the most optimistic of circumstances.  The Company's management
says that it is currently contemplated that the bankruptcy
proceedings will result in the cancellation of these equity
interests.

Pursuant to the terms of the PGP Purchase Agreement, PGP is
entitled to a break up fee in the amount of $6.0 million and an
expense reimbursement for any reasonable documented out-of-pocket
fees and expenses owed or paid by PGP (collectively, not to exceed
$500,000).  The Company says it expects to pay the break-up fee
and the expense reimbursement on or about the time the sale
contemplated by the Mariner Purchase Agreement closes.

PGP has agreed to serve as the Company's back-up bidder at its
last bid set forth above.  PGP would receive credit of
$6.5 million for the break-up fee and the expense reimbursement
and be subject to generally the same adjustments as set forth in
the Mariner Purchase Agreement, except for Mariner's fixed
downward gas price adjustment.

In the event that the Company failed to consummate the sale and a
transaction with PGP as the back-up bidder were to be consummated,
the Company expects that the proceeds available for distribution
as a result of a transaction with PGP would be less than the
proceeds available for distribution with respect to the sale (in
each case after taking into account all adjustments and other
distributions contemplated with respect thereto) and would
therefore also be less than is owing to the Company's secured
creditors.

A full-text copy of the purchase and sale agreement with Mariner
Energy, Inc. is available for free at:

             http://researcharchives.com/t/s?4be7

                Lenders Almost Paid in Full

Edge Petroleum Corp. counsel Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP in Dallas, said that the successful
auction will result to secured creditors being almost paid in
full, according to an interview with Bill Rochelle at Bloomberg.
As a result of a so-called gift from the secured lenders,
unsecured creditors will recover almost 15%, Mr. Gibbs said.
Edge's reorganization plan was approved in a Dec. 14 confirmation
order.

                    About Edge Petroleum

Edge Petroleum Corporation (Nasdaq:EPEX) (Nasdaq:EPEXP) -
http://www.edgepet.com/-- 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.


ENDEAVOUR HIGHRISE: Wonmore Buys Remaining Units in Clear Lake
--------------------------------------------------------------
Wonmore Ltd. purchased the remaining 44 condominiums in the
Endeavour luxury high-rise on Clear Lake, located at 4821 NASA in
Pasadena, Texas, for $9.5 million.  Richmore Properties L.L.C, a
Houston-based, privately capitalized real estate investment and
development firm, is the general partner in the deal.

"Endeavour's bankruptcy enabled us to purchase the remaining
condominiums for a strong value.  The property is very high
quality and has a great deal of inherent value," said John
Gilmore, co-founder and managing principal of Richmore Properties.

The developer of the tower, Endeavour Highrise L.P., filed for
bankruptcy in May of 2009.

In addition to the $9.5 million paid for the remaining
condominiums, Wonmore is also covering existing 2010 homeowner
assessments for those that are current on their 2009 assessments,
as well as the outstanding taxes owed on the building for 2008 and
2009.

"Our first priority is to ease any concerns the existing
homeowners may have related to the transition," continued Gilmore.
"We are confident there is strong demand for the property and we
are developing a new strategy for marketing it to homebuyers.  We
are also reviewing every aspect of the building to ensure it
delivers on the standard of quality we envision."

The 30-story condominium tower, designed by Houston-based EDI
Architects, has 80 units between 1,278 and 7,533 square feet.
With expansive views of the Gulf of Mexico, the development offers
residents a number of high-end features including a large,
infinity-edge pool and private boat slips.  Interior features
include luxury, European finishes, 12-foot ceilings and spacious
balconies perfect for taking in the complex's sweeping views.
Units in the Clear Lake high-rise are to be marketed from the mid-
$300,000s to over $2 million.

Wonmore plans to first repair any remaining damage resulting from
Hurricane Ike, followed by upgrades to common areas, the docks and
marina.

Richmore Properties invests in a diversified portfolio of real
estate assets and specializes in repositioning and renovating
distressed properties.  The company has invested in over three
dozen properties in the Greater Houston-area since 1997.

Classified as a single-asset, real estate company, Endeavour
Highrise, L.P., filed for Chapter 11 on May 4, 2009 (Bnakr. S.D.
Tex. Case No. 09-33151).  Matthew Hoffman, Esq., at
Law Offices of Matthew Hoffman, p.c., represents the Debtor in its
restructuring effort.  The petition says assets and debts range
from $10 million to $50 million.


ENERGAS RESOURCES: Posts $128,000 Net Loss for October 31 Quarter
-----------------------------------------------------------------
Energas Resources, Inc., reported a net loss of $127,978 for the
three months ended October 31, 2009, from a net loss of $1,111,571
for the year ago period.  Energas Resources reported a net loss of
$465,482 for the nine months ended October 31, 2009, from a net
loss of $1,235,999 for the year ago period.

Total revenue was $35,821 for the three months ended October 31,
2009, from $55,882 for the year ago period.  Total revenue was
$115,842 for the nine months ended October 31, 2009, from $260,703
for the year ago period.

As of October 31, 2009, the Company had total assets of $8,731,406
against total liabilities of $1,825,122, resulting in
stockholders' equity of $7,935,259.

The Company is in the process of acquiring and developing
petroleum and natural gas properties with adequate production and
reserves to operate profitably.  As of October 31, 2009, the
Company had incurred losses for the nine months ended October 31,
2009 and 2008 of ($465,482) and ($1,235,999), respectively.  The
Company said there is substantial doubt as to its ability to
continue as a going concern and this is dependent upon obtaining
financing and achieving profitable levels of operations.  The
Company is currently seeking additional funds and additional
mineral interests through private placements of equity and debt
instruments.  There can be no assurance that its efforts will be
successful.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4be2

Energas Resources intends to hold a special meeting of the
Company's shareholders at the Company's offices located at 800
Northeast 63rd St., Oklahoma City, Oklahoma, at a yet-to-be-
determined date to amend the Company's Certificate of
Incorporation to increase the Company's authorized capitalization
from 100,000,000 shares of common stock and 20,000,000 shares of
preferred stock to 200,000,000 shares of common stock and
20,000,000 shares of preferred stock.

November 10, 2009 is the record date for the determination of
shareholders entitled to notice of and to vote at such meeting.
Shareholders are entitled to one vote for each share held.  As of
November 10, 2009, there were 92,650,144 issued and outstanding
shares of the Company's common stock.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?4be3

                      About Energas Resources

Based in Oklahoma City, Oklahoma, Energas Resources Inc. (OTC BB:
EGSR) -- http://www.energasresources.com/-- is primarily engaged
in the operation, development, production, exploration and
acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiary, A.T. Gas
Gathering Systems Inc.  In addition, the company owns and operates
natural gas gathering systems located in Oklahoma, which serve
wells operated by the company for delivery to a mainline
transmission system.  The majority of the company's operations are
maintained and occur through A.T. Gas.

                        Going Concern Doubt

Murrell, Hall, McIntosh & Co PLLP, in Oklahoma City, expressed
substantial doubt about Energas Resources' ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the years ended January 31, 2008, and
2007.  The auditing firm pointed to the Company's recurring losses
from operations.


FAIRCHILD CORP: PBGC Assumes Underfunded Pension Plans
------------------------------------------------------
The Pension Benefit Guaranty Corporation is moving to assume
responsibility for two underfunded pension plans covering about
6,600 employees and retirees of The Fairchild Corp., headquartered
in McLean, Va., and the parent company of subsidiaries in the
aerospace, motorcycle accessory and real estate sectors.

The pension insurer's action comes as Fairchild, in chapter 11
bankruptcy since March 18, 2009, expects to have its plan of
liquidation confirmed by the court at a hearing scheduled for
December 17. The plan of liquidation does not provide for
continuation of the pension plans. By taking this action prior to
the confirmation hearing, the PBGC matures a claim for the entire
pension shortfall against Fairchild and its domestic and foreign
subsidiaries.

The Fairchild Corp. Master Retirement Plan and the Retirement Plan
for Employees of Marson Corp. and Marson Fastener Corp. and Their
Domestic Subsidiaries are 55 percent funded, with $67 million in
combined assets to cover $121 million in total benefit
liabilities, according to PBGC estimates. The agency expects to be
liable for about $53 million of the $54 million shortfall. The
Fairchild plan was frozen as of June 1, 2009. The Marson plan has
been frozen since February 9, 1998.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plans, which end December 17,
2009. Retirees and beneficiaries will continue to receive their
monthly benefit checks without interruption, and other workers
will receive their pensions when they are eligible to retire.

Until the PBGC becomes trustee of the pension plans, they will
continue to be sponsored and administered by Fairchild. The agency
will send notification letters to all plan participants when it
becomes trustee. Under federal pension law, the maximum guaranteed
pension at age 65 for participants in plans that terminate in 2009
is $54,000 per year. The maximum guaranteed amount is lower for
those who retire earlier or elect survivor benefits. In addition,
certain early retirement subsidies and benefit increases made
within the past five years may not be fully guaranteed.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242. For
TTY/TDD users, call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.

Fairchild and Marson retirees who draw a benefit from the PBGC may
be eligible for the federal Health Coverage Tax Credit. Further
information may be found on the PBGC Web site at
http://www.pbgc.gov/workers-retirees/benefits-
information/content/page13692.html.

Assumption of the plan's unfunded liabilities will have no
significant effect on the PBGC's financial statements because an
estimate of the claim was previously included in the agency's
fiscal year 2009 financial statements, in accordance with
generally accepted accounting principles.

PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.


FONTAINEBLEAU LV: Fox Rothschild Bills $242,500 for June-Oct.
-------------------------------------------------------------
Professionals retained in Fontainebleau Las Vegas Holdings LLC's
cases filed interim applications for the allowance of fees and
expenses incurred for the period from June 11 through October 31,
2009:

A. Debtors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
MarcumRachlin, a              08/17/2009-    $17,215      $0
division of Marcum LLP        10/31/2009


B. Official Committee of Unsecured Creditors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Fox Rothschild LLP            06/22/2009-   $242,587    $5,403
                               10/31/2009

Genovese, Joblove &           06/11/2009-   $190,804    $4,500
Battista, P.A.                10/31/2009

                   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: M&M Lienholders Appeal Icahn DIP Order
--------------------------------------------------------
A group of lien claimants known as the M&M Lienholders took an
appeal to the United States District Court for the Southern
District of Florida from the interim order (i) authorizing the
Debtors to obtain secured postpetition financing on super-priority
priming lien basis and modifying the automatic stay, (ii)
authorizing the Debtors to repay used cash collateral and unused
cash collateral and (iii) prescribing form and manner of notice
and setting time for final hearing, entered on November 25, 2009,
by Judge A. Jay Cristol of the United States United States
Bankruptcy for the Southern District of Florida.

To recall, Fontainebleau Las Vegas Holdings LLC and its units
sought and obtained interim approval to borrow up to $51,209,985
from Icahn Nevada Gaming Acquisition LLC as Agent and DIP Lender
and other DIP Lenders as may be applicable.  Icahn is also the
Stalking Horse Bidder in connection with a proposed sale
of substantially all of the Debtors' assets.

        M&M Lienholders Want Interim DIP Order Stayed

The M&M Lienholders seek a stay of the interim order issued by
the Court (i) authorizing debtors to obtain secured postpetition
financing on super-priority priming lien basis and modifying the
automatic stay, (ii) authorizing the debtors to repay used cash
collateral and unused cash collateral and (iii) prescribing form
and manner of notice and setting time for final hearing, pending
appeal.

Philip. J. Landau, Esq., at Shraiberg, Ferrara & Landau P.A.,
Boca Raton, Florida, relates that the M&M Lienholders seek a stay
of the order pending appeal because they will suffer immediate
and irreparable harm if no stay is granted.  Mr. Landau says the
Financing Order provides that it automatically entitles Icahn
Nevada Gaming Acquisition, LLC to the protections afforded by
Section 364(e) of the Bankruptcy Code.  The M&M Lienholders are
thus required to obtain a stay pending appeal to avoid statutory
mootness.

Furthermore, Mr. Landau adds, once the expenses approved under
the Icahn Facility are disbursed, the Debtors and Icahn will
argue that the appeal is equitably moot.  Much of the funding
distributed pursuant to the Icahn Facility may not be recoverable
by the M&M Lienholders once it is disbursed by the Debtors.  If
and when the District Court ultimately determines that the Court
erred in approving the Icahn Facility, there may be no mechanism
for the M&M Lienholders to recover the funds expended, Mr. Landau
avers.

Mr. Landau asserts that the Debtors have no unencumbered
collateral with which to provide adequate protection to the M&M
Lienholders as a result of the priming lien granted pursuant to
Section 364(d) in the event the District Court determines that
the M&M Lienholders were entitled to an award of adequate
protection.

The M&M Lienholders assert that they are likely to succeed on the
merits of their appeal.  Though the Court has determined that the
postpetition financing should be approved for reasons of
necessity, as set forth in the Financing Order and in the Court's
oral ruling on November 23, 2009, necessity does not constitute
adequate protection to a primed lienholder as a matter of law,
Mr. Landau explains.

According to Mr. Landau, the Debtors will not be prejudiced or
harmed by a stay pending appeal, particularly if the appeal is
expedited. The Debtors have managed the Chapter 11 Cases for more
than five months without the Icahn Facility, he notes.  The
Project has remained standing for five months without the
expenditure of millions of dollars in payment of professional
fees or repayment of the Term Lenders.

The Contractor Claimants and the Lien Claimants join in the
Emergency Motion of the M&M Lienholders.

                        Debtors Object

Having squandered any opportunity to adjudicate the validity,
extent and priority of their liens in a timely, procedurally
sound fashion, the M&M Lienholders are now engaged in wasteful
gamesmanship, Scott L. Baena, Esq., at Bilzin Sumberg Baena Price
& Axelrod LLP, in Miami, Florida, tells the Court.

Their partial objection to the DIP Financing provided by Icahn
Nevada Gaming Acquisition LLC is unprincipled as they (a)
unabashedly acknowledge that they will consent to the entirety of
the DIP Financing upon the granting of a global credit bid; (b)
have no issue in providing nearly identical DIP Financing so long
as they are granted a global credit bid; and (c) take no issue
with the "Tier A" casino hotel and resort -- Project --
stabilization costs, which include significant payments to
certain members of their cohort.

Making matters worse, the M&M Lienholders' admit that they "don't
want to own this project," but absent a credit bid they would
rather subject the Project to a likely interminable foreclosure
action.

Mr. Baena says that the Debtors are now left to suffer the M&M
Lienholders' barrage of kitchen-sink tactics.  The conduct smacks
of bad faith.  Their latest gambit seeks an emergency stay of the
Interim Order.  The Motion does not attempt to dance around the
issue of the posting of a substantial supersedeas bond -- it
ignores the issue altogether, Mr. Baena continues.  Nor does the
Motion explain why a stay is necessary at this time since the M&M
Lienholders' lengthy delay in seeking a stay permitted the
expenditure of all of the objectionable budgeted line items
through the final hearing on the DIP Motion.

The M&M Lienholders have spent all of their efforts in the Cases
on everything -- venue, jurisdictional issues, appeals,
estimation concoctions, save the gating lien dispute matter, Mr.
Baena says.

Jeffrey R. Truitt, the appointed Chapter 11 Examiner in the
Debtors' Chapter 11 cases, asserts that the M&M Lienholders
cannot establish that other parties will not suffer substantial
harm if a stay or other injunctive relief is granted.  The
Examiner warns that a stay of the Interim DIP Order will result
in an event of default under the DIP Loan Agreement.  Unless the
Debtors are able to locate an alternative lender to take out the
DIP Lender immediately, the DIP Lender will commence foreclosure
proceedings and attempt to obtain the Project for the amount of
the loaned funds.  Moreover, under these circumstances, there
will be no funds for the stabilization of the Project and no sale
process to the detriment of all parties-in-interest, the Examiner
says.

                  Court Issues Conditional Order

The Court said it is willing to enter a stay pending appeal,
conditioned and effective only upon M&M Lienholders (i) first
complying with all conditions set forth on the record and (ii)
posting a good and sufficient bond to protect the bankruptcy
estate from the loss of the present stalking horse bid of the
Icahn Nevada Gaming Acquisition, LLC and the loss of the $51.5
million DIP loan agreed to be provided by Icahn.

To obtain a stay pending appeal, the M&M Lienholders must, on or
before 4:00 p.m. (Eastern Time) on December 18, 2009, deposit
$51.5 million in clear U.S. funds into the Debtors' DIP account,
and the deposit will be deemed a loan to the Debtors under the
exact same terms as the loan agreed upon by and between the
Debtors and Icahn; and the M&M Lienholders will post a good and
sufficient surety bond for $105 million, which bond is to
guaranty payment to the estate in a sum equal to that amount
Icahn has agreed to bid as the stalking horse bidder at the sale
of Debtors' assets scheduled to take place on January 21, 2010.

To guaranty that the estate receives at least $105 million, the
bond will be immediately payable to the Debtors' estate in the
event that $105 million is not received by the estate as a result
of the sale.

Because there are hundreds of mechanics and materialmen lien
claimants represented by five different attorneys and some who
are unrepresented, the Court believes it is unlikely that the
moving group represented by Gregory Garman, Esq., and joined by
the group represented by Robert Charbonneau, Esq., will post the
required bond.

Judge Cristol notes that nothing in the Order is intended to
cause a default in the stalking horse bid or DIP loan agreement
with Icahn.  If Icahn believes any element of the Order triggers
a default in its stalking horse bid or DIP loan agreement, Icahn
is directed to notify the Court by 3:00 p.m. (Eastern Time) on
December 11.   Upon notice, the Court will consider the issue at
the hearing scheduled on December 14, 2009 and, if deemed valid
and appropriate, will modify the Order so as not to trigger a
default under either the bid or loan agreement.

                   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)


FOURTH QUARTER 118: Can Access Rents to Fund Business Operations
----------------------------------------------------------------
The Hon. W. H. Drake of the U.S. Bankruptcy Court for the Northern
District of Georgia authorized Fourth Quarter Properties 118, LLC,
et al., to:

   -- use cash collateral of Wachovia Bank, National Association,
      as agent, Compass Bank, PNC Bank, National Association,
      Carolina First Bank and Aliant Bank; and

   -- grant adequate protection to the lenders.

The Court also directed the agent to turn over to the Debtors all
of the cash collateral collected since the petition date,
provided, however, that the agent may, at its election, rather
than turning the funds over to the Debtors, pay some or all of the
funds directly to the taxing authorities to pay 2009 taxes on the
chopping center collateral.

The Debtors would use the rents as cash collateral to pay the
operating expenses of the property.

As reported in the Troubled Company Reporter on Nov. 13, 2009,
each of the Debtors owns separate parcels of adjoining San
Antonio, Texas real property which contains a number of
improvements and are jointly operated as a retail shopping center,
or mall, commonly known as the RIM.

The lenders claim that the Debtors jointly owe them the
total sum of $117,342,522.

The Debtors contended that there is equity in the Property over
and above the asserted liens of the Lenders.  According to the
Debtors, the lenders are adequately protected by an equity cushion
in the property.

The lenders' lien in the rents also continues postpetition, the
Debtors said.  Over the period of time covered by the budgets, net
revenue after direct expenses will total $2,347,142.83.  The
accrual of the additional rents provides additional adequate
protection to the Lenders.

                 About Fourth Quarter Properties

Newnan, Georgia-based Fourth Quarter Properties 118, LLC, dba The
Rim, operates a real estate business.  The Company filed for
Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. N.D.
Ga. Case No. 09-13960).  James P. Smith, Esq., at Stone & Baxter,
LLP, assists the Company in its restructuring efforts.  The
Company listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


FOURTH QUARTER 118: U.S. Trustee Appoints Creditors Committee
-------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appointed three
members to the official committee of unsecured creditors in
the Chapter 11 case of Fourth Quarter Properties 118, LLC.

The Creditors Committee members are:

1. Vratsinas Construction Company
   Attn: Jeff Johnson
   1000 Abernathy Rd., N.E.
   Bldg. 400, Suite 1130
   Atlanta, GA 30328

2. Saks Fifth Avenue Texas, LLC
   Attn: Vincent A. Corno
   12 East 49th Street
   New York, NY 10017

3. Rohde Ottmers Siegel Realty
   Attn: Chuck Siegel
   85 NE Loop 410, Suite 100
   San Antonio, TX 78216

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attnempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Newnan, Georgia-based Fourth Quarter Properties 118, LLC, dba The
Rim, operates a real estate business.  The Company filed for
Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. N.D.
Ga. Case No. 09-13960).  James P. Smith, Esq., at Stone & Baxter,
LLP, assists the Company in its restructuring efforts.  The
Company listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.  According to the
schedules, the Company has total assets of $34,245 and total
liabilities of $118,761,086.


FOURTH QUARTER 118: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Fourth Quarter Properties 118, LLC, filed the U.S. Bankruptcy
Court for the Northern District of Georgia its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property               $34,245
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $118,286,862
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $291,291
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $182,933
                                 -----------      -----------
        TOTAL                        $34,245     $118,761,086

Newnan, Georgia-based Fourth Quarter Properties 118, LLC, dba The
Rim, operates a real estate business.  The Company filed for
Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. N.D.
Ga. Case No. 09-13960).  James P. Smith, Esq., at Stone & Baxter,
LLP, assists the Company in its restructuring efforts.  The
Company listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


FOURTH QUARTER XLVII: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Fourth Quarter Properties XLVII, LLC filed the U.S. Bankruptcy
Court for the Northern District of Georgia its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $68,081,270
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $733,397
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,973,854
                                 -----------      -----------
        TOTAL                             $0      $71,788,522

Fourth Quarter Properties XLVII, LLC, which operates a real estate
business, filed for Chapter 11 bankruptcy protection on
November 2, 2009 (Bankr. N.D. Ga. Case No 09-13959).  The Company
listed $10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


FOURTH QUARTER XLVII: U.S. Trustee Picks 3-Member Creditors Panel
-----------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appointed three
members to the official committee of unsecured creditors in
the Chapter 11 case of Fourth Quarter Properties XLVII, LLC.

The Creditors Committee members are:

1. SEC Planning, LLC
   Attn: Peter Verdicchio
   12357 Riata Trace Parkway Suite A205
   Austin, TX 78727

2. Vratsinas Construction Company
   Attn: Jeff Johnson
   1000 Abernathy Rd., N.E.
   Bldg. 400, Suite 1130
   Atlanta, GA 30328

3. The Shopping Center Group, LLC
   Attn: Marc Weinberg
   300 Galleria Parkway, 12th Floor
   Atlanta, GA 30339

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attnempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Fourth Quarter Properties XLVII, LLC, which operates a real estate
business, filed for Chapter 11 bankruptcy protection on
November 2, 2009 (Bankr. N.D. Ga. Case No 09-13959).  The Company
listed $10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.  According to the schedules, the
Company has total assets of $0 and total liabilities of
$71,788,522.


GASTROENTEROLOGY CENTER: Police Wants Prosecution of Dipak Desai
----------------------------------------------------------------
The police asked the district attorney to prosecute Dr. Dipak
Desai and other medical personnel at his Endoscopy Center of
Southern Nevada on a charge of criminal neglect of patients, Jeff
German at Las Vegas Sun reports, citing sources.

According to Las Vegas Sun, the Endoscopy Center and other Desai
clinics are suspected of exposing thousands of patients to the
potentially deadly hepatitis C virus during medical procedures.
Dr. Desai faces lawsuits by 5,000 former patients, including
roughly 300 alleging that sloppy handling of propofol led to their
infections, Las Vegas Sun states.

Las Vegas Sun says that prosecutors expect to consider filing at
least seven patient neglect charges against Dr. Desai.

Fox5vegas.com relates that Dr. Desai might be financially
responsible for the bankrupt clinics, after a motion was made in
August in the federal court to designate him as the debtor.

Endoscopy Center of Southern Nevada, Gastroenterology Center of
Nevada, and Desert Shadow Endoscopy Center filed for creditor
protection under Chapter 7 of the Bankruptcy Code on July 17,
2009.   The three medical clinics were at the center of a 2008
hepatitis outbreak.


GENERAL GROWTH: Seeking Resolution of Add'l $3-Billion Debt
-----------------------------------------------------------
General Growth Properties, Inc., announced December 17 the next
steps in the restructuring process following Tuesday's
announcement of the confirmation of plans of reorganization for
194 GGP subsidiary debtors owning 103 properties associated with
approximately $10.25 billion of secured mortgage loans and the
pending plans of reorganization for 26 additional debtors owning
10 properties associated with an additional $1.7 billion of
secured mortgage loans. As previously announced, confirmation of
these additional plans is subject to satisfaction of various
conditions, including receipt of the approval of the Class B
holders or mezzanine holders of such secured mortgage loans.

GGP is continuing to pursue a prompt resolution of approximately
$3 billion of secured property debt remaining to be restructured.
Concurrently, the Board of Directors and management are evaluating
alternatives to reduce overall leverage and raise the capital
necessary to emerge from bankruptcy in 2010. Financing
alternatives include a public offering of GGP equity. In addition,
the Board of Directors and management are considering all
indications of interest in the Company.

"The confirmation of the plans of reorganization and the extension
of mortgage maturities create the foundation for GGP to move
forward to create a sustainable stand-alone capital structure
which provides the basis of comparison for other strategic
alternatives," said Adam Metz, chief executive officer. "The GGP
Board is committed to maximizing value for all stakeholders and
will choose the alternative that best achieves this objective."

                  About General Growth Properties

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

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

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


GENERAL MOTORS: Chief Promises to Repay Bailout Funds
-----------------------------------------------------
Fourteen days after taking the helm as CEO of General Motors,
Edward E. Whitacre Jr. said that the giant automaker plans to
repay loans from the U.S. and Canadian governments by the end of
June, according to ABI.

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

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

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

                    About Motors Liquidation

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

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

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


GLASSLINE PARTNERSHIP: U.S. Trustee Unable to Form Creditors Panel
------------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 7, notified the U.S.
Bankruptcy Court for the Southern District of Texas that he was
unable to appoint a creditors' committee in the Chapter 11 case of
Glassline Partnership Ltd.

The U.S. Trustee said that from the list of creditors holding the
20 largest unsecured claims, there are less than 3 eligible
creditors to serve in the creditors committee.

Houston, Texas-based Glassline Partnership Ltd. filed for Chapter
11 bankruptcy protection on November 2, 2009 (Bankr. S.D. Tex.
Case No. 09-38397).  Matthew Hoffman, Esq., at Law Offices of
Matthew Hoffman, p.c., assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


GREATER ATLANTIC: Cancels TruPS Buyback, Fails to Meet Conditions
-----------------------------------------------------------------
Greater Atlantic Financial Corp., MidAtlantic Bancorp, Inc., and
GAF Merger Corp. has terminated the offer to purchase for cash
not less than 505,040 and up to 649,151 Greater Atlantic Capital
Trust I 6.50% Cumulative Convertible Trust Preferred Securities.
The tender offer expired at 5:00 p.m., Eastern Time, on
December 10, 2009, and as of that time several conditions to the
consummation of the tender offer were not satisfied.  All
Securities tendered in the tender offer will be returned to the
tendering holders or their custodians.

Holders of the Securities who participate in the tender offer were
to receive $1.05 in cash for each Security validly tendered.

The Troubled Company Reporter said on August 20, 2009, the tender
offer is conditioned on a minimum of 505,040 Securities being
tendered.  If 505,040 Securities are not tendered and the tender
offer and the related merger transaction are not consummated, it
is unlikely that the Trust will have cash available for any future
cash distributions on the Securities.  In that circumstance, the
value of the Securities would be significantly impaired and the
Securities in all probability will be worthless.

The Securities are traded on the Pink OTC Markets Inc. under the
symbol "GAFCP."

The TCR said December 11, 2009, Greater Atlantic Financial has
said it was "highly likely" to cease operations, liquidate, or
file bankruptcy.  On December 4, 2009, Greater Atlantic Bank was
closed by the Office of Thrift Supervision and the Federal Deposit
Insurance Corporation was appointed as receiver of the Bank. On
that same date, Sonabank, McLean, Virginia, acquired substantially
all banking operations, including substantially all of the
deposits, of the Bank and purchased most of the Bank's assets in a
transaction facilitated by the FDIC.

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

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

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

                      About Greater Atlantic

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

As of June 30, 2009, the Company had $204,596,000 in total assets
and $216,209,000 in total liabilities, resulting in $11,613,000 in
stockholders' deficit.

                       Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


GREEKTOWN HOLDINGS: Gets Nod to Enter Into FIB L/C Agreement
------------------------------------------------------------
To operate their businesses and manage their assets as debtors-
in-possession, the Debtors are required to comply with Section
432.208a of the Michigan Gaming Control Act, which states that
the Debtors must post a bond totaling $1,000,000.  The bond will
be used to guarantee that the Debtors will faithfully make the
payments, keep books and records, make reports, and conduct their
casino gaming business in conformity with the Gaming Control Act
and the rules promulgated by the Michigan Gaming and Control
Board.

In connection with maintaining the required Bond, the Debtors
obtained a letter of credit which is secured by a certificate of
deposit, amounting to $500,000, from First Independence Bank.

Accordingly, the Debtors sought and obtained authority to enter
into a proposed agreement to extend the term of the LOC Agreement
with First Independence Bank through October 23, 2010.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, contends that the Deposit is not subject to the
liens of the DIP Lenders or Prepetition Lenders.  He asserts that
execution of the Extension Agreement is a reasonable and
necessary means for the Debtors to remain in compliance with the
Gaming Control Act.

A list of the amended terms under FIB LOC Agreement is available
for free at http://bankrupt.com/misc/GrktnFIBExt.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: Professionals Charge $40.8MM for 18 Months
--------------------------------------------------------------
Greektown Casino-Hotel owes bankruptcy professionals approximately
$40.8 million for the last 18 months of its bankruptcy case, The
Detroit News reports.  The figure is double the customary rates in
similar cases for the same duration, the news source relates.

Greektown Casino's lead counsel, Daniel Weiner, Esq., of Schafer
and Weiner PLLC, defended the validity of the professional fees
sought, asserting that the fees "illustrate the intrinsic
complexity of Greektown's bankruptcy," according to the report.

Mr. Weiner cited surprise bids for ownership, the different
Chapter 11 plans of reorganization, the dispute regarding
Greektown Casino's real value, and the City of Detroit's
involvement over a development agreement among complex issues
Greektown Casino is challenged with.

Jake Miklojcik, a member of Greektown Casino's three-member
board, questions the fees and the number of firms working on the
case, including paying Fine Point Group's, a management firm
hired by Greektown, fees as a restructuring cost.  Mr. Miklojcik
cites that normally, executive pay is an operating cost.

Another party concerned about the fees is the Sault Ste. Marie
Tribe of Chippewa Indians.  The Detroit News noted that the tribe
spent millions in creating Greektown Casino and filed for Chapter
11 reorganization upon the advice of professionals.  However,
under the current Chapter 11 plan proposed, the Tribe gets
nothing out of the pending reorganization of the Company.

                      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: Proposes to Enter Into Lease Pact With BAC
--------------------------------------------------------------
Greektown Holdings Inc. and its units seek to lease a 3,552 sq.
ft. vacant space inside the Greektown Casino Complex to BAC
Greektown LLC pursuant to an agreement.

In addition to their casino operations, the Debtors lease space
to certain restaurants and other vendors inside the Greektown
Casino Complex.  The Debtors note that BAC is interested in
leasing the 3,552 sq. ft. space inside their Casino Complex for
the operation of a "Five-Guys Burgers and Fries" franchise.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, tells the Court that although the Debtors
believe that leasing the Vacant Space is in the ordinary course
of their business, they seek authorization from the Court out of
an abundance of caution in the event the Agreement is deemed
outside of the ordinary course of business and to satisfy BAC's
requirement that the Agreement be allowed by a Court order.

The salient terms of the parties' Lease Agreement are:

  (a) The Lease provides for a five-year lease term, plus three
      options to renew for five years each;

  (b) The Initial Term annual rent is $120,000 per annum, plus
      percentage rent; and

  (c) The parties will execute a non-disturbance agreement from
      the current holder of the mortgage on the Greektown Casino
      Complex.

Mr. Weiner relates that BAC's obligations under the Agreement are
guaranteed by certain three individuals, who, upon information
and belief, have sufficient financial wherewithal to back the
guarantees.

                      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: Shareholders Oust Acuvax's CEO William Ardrey
-------------------------------------------------------------
Pacific Business News's Nanea Kalani says shareholders of Hawaii
Biotech voted to remove William Ardrey, chief executive officer of
Acuvax Ltd. that owns 28% of the Company, from the five-member
board.  Local investor Richard Sherman was selected to the board
to replace Mr. Ardrey.

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.


HOST HOTELS: Fitch Assigns 'BB-' Rating on 144A Private Placement
-----------------------------------------------------------------
Fitch Ratings expects to assign a 'BB-' rating to a proposed 144A
private placement by Host Hotels & Resorts, L.P., for which Host
Hotels & Resorts, Inc., acts as sole general partner.  Host LP has
proposed a transaction of $300 million aggregate principal amount
of exchangeable senior debentures due 2029 (with an additional
$60 million of debentures that may be offered if over-allotments
are exercised).  Net proceeds from the offering are intended to be
used for debt repayment and for general corporate purposes.
Fitch's Issuer Default Rating for Host is 'BB-' and the Rating
Outlook is Negative.

As noted in Fitch's special report, 'The Penthouse View: Fitch's
Cross-Sector Lodging and Timeshare Outlook', dated Dec. 2, 2009,
the hotel industry has endured a tumultuous period during the
recent downturn, and as the U.S. economy appears poised to emerge
from the recession, Fitch believes 2010 will be characterized by
continued lodging stabilization, with meaningful recovery for the
industry not likely until 2011.  Fitch also anticipates that the
eventual upcycle will be modest.

In light of the ongoing operating weakness coupled with
significant pressure on commercial real estate values, Fitch's
broad industry outlook for lodging continues to be negative.
Following a roughly 17% RevPAR decline across the lodging sector
in 2009, Fitch anticipates meaningful year-over-year industry
RevPAR growth will not resume until later in 2010.  Fitch
currently estimates a full year industry-wide RevPAR decline of
3%-5% next year and low single-digit growth in 2011.

Fitch's Negative Outlook for Host reflects challenging operating
conditions into 2010 following Host's comparable RevPAR declines
of 19.8%, 24.9%, and 21.3% in first quarter-2009 (1Q'09), 2Q'09,
and 3Q'09, respectively.  Property-level profit margins also
declined by 400 bps, 560 bps, and 685 bps in 1Q'09, 2Q'09, and
3Q'09, respectively.

Despite the Negative Outlook, Fitch's existing ratings for Host
reflect the company's access to capital, leverage ratios, and
unencumbered asset pool, which are solid for the rating category.
Host issued $400 million par value senior notes at a discount of
96.6% to yield 9.63% in May 2009 and also raised $479 million in
net proceeds in a common stock offering at $6.60 per share in
April 2009.  In addition, Host's sources of liquidity (cash pro
forma for the private placement exchangeable notes transaction,
availability under its revolving credit facility) divided by uses
of liquidity (debt maturities and projected recurring capital
expenditures) result in a liquidity coverage ratio of 2.1 times
(x) through the end of 2011.  The company's liquidity coverage
ratio would improve further when taking into account the company's
retained cash flow from operations.

Although Host's net debt to adjusted EBITDA ratio increased to
5.6x for the year-to-date period ended Sept. 11, 2009 from 3.6x
for the year-to-date period ended Sept. 5, 2008, 5.6x is good for
the existing ratings given the volatility of hotel properties.
Fitch anticipates that net debt to adjusted EBITDA may continue to
increase given the impact of market conditions on Host's earnings.
However, Fitch anticipates that net debt to adjusted EBITDA will
remain appropriate for the existing rating category given the
volatility of lodging earnings.

In addition, as of Sept. 11, 2009, $1.5 billion of the company's
$10.3 billion in properties on a net book basis are encumbered by
$1.2 billion in mortgage debt as of Sept. 11, 2009, providing a
large unencumbered pool for corporate bondholders into 2010.

Fitch's ratings and Outlook for Host will be reviewed as Fitch has
further visibility on Host's leverage, comparable RevPAR
performance, unencumbered asset coverage, and fixed charge
coverage ratios in 2010.

Headquartered in Bethesda, MD, Host Hotels & Resorts, Inc. is a
lodging real estate investment trust focused on luxury and upper
upscale hotels.  Host currently owns 112 properties with
approximately 62,000 rooms, and also holds a non-controlling
interest in a joint venture that owns 11 hotels in Europe with
approximately 3,500 rooms.  As of Sept. 11, 2009, the company had
$12.1 billion in total assets and $6.1 billion in stockholders'
equity.


INSIGNIA SOLUTIONS: Terminates Registration of ADRs
---------------------------------------------------
Insignia Solutions PLC filed with the Securities and Exchange
Commission a Form 15 to terminate the registration of its American
Depositary Shares, evidenced by American Depositary Receipts, each
representing one ordinary share, 1 pence each, ordinary share, 1
pence each; and suspend its duty to file reports.

                       Going Concern Doubt

On March 30, 2009, Malone & Bailey, PC, in Houston, Texas,
expressed substantial doubt about Insignia Solutions plc's ability
to continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
December 31, 2008, and 2007.

The Company has a recent history of operating losses and operating
cash outflows.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

                  About Insignia Solutions plc

Headquartered in Scottsdale, Ariz., Insignia Solutions plc dba
DollarDays International, Inc. is an internet wholesaler.  The
Company develops software programs that allow the Company to
provide general merchandise for resale to businesses through its
Web site at http://www.DollarDays.com/

At September 30, 2009, the Company's consolidated balance sheets
showed $1,954,020 in total assets, $1,609,501 in total
liabilities, and $344,519 in total shareholders' equity.


INTERNATIONAL BANKING CORP: Files Chapter 15 in Manhattan
---------------------------------------------------------
The International Banking Corp., a commercial lender from Bahrain,
filed a petition for protection from creditors in the U.S. under
Chapter 15 (Bankr. S.D.N.Y. Case No. 09-17318).  TIBC is in
administration proceedings at home.  The bank says in the petition
that assets and debt are both more than $1 billion.


INVITEL HOLDINGS: Magyar Completes Senior Notes Offering
--------------------------------------------------------
Invitel Holdings A/S on December 16 announced that its wholly
owned subsidiary, Magyar Telecom B.V., has completed its
EUR345 million Senior Secured Notes Offering.  The Notes mature in
2016 and bear interest at the rate of 9.50%.  The Notes were
priced at 98.75 to yield 9.75%.

The proceeds from the issuance of the Notes were used to refinance
certain indebtedness of Invitel Holdings' subsidiaries and pay the
consent payment to the holders of the Issuer's outstanding
EUR125,675,000 Floating Rate Senior Notes due 2013 (ISIN:
XS0297861279 (Reg S) and ISIN: XS027861436 (144A)) who consented
to certain proposed waivers and amendments to the Indenture dated
as of April 27, 2007 (as amended, restated or supplemented from
time to time), among inter alios the Issuer, the subsidiary
guarantors party thereto and BNY Corporate Trustee Services
Limited, as trustee, as reflected in a Seventh Supplemental
Indenture dated December 11, 2009, among, inter alios, the Issuer,
the subsidiary guarantors party thereto and the Trustee.  The
consent payment will be made to holders of the FRN Notes on or
around December 16, 2009.

                    About Invitel Holdings A/S

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

                          *     *     *

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

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


ION MEDIA: Cyrus Delays Emergence with Stay by Appeals Court
------------------------------------------------------------
Cyrus Capital Partners reports that the United States Court of
Appeals for the Second Circuit on Dec. 17 stayed the U.S.
Bankruptcy Court's recent decision to approve the Chapter 11
bankruptcy reorganization plan of ION Media Networks, Inc.
(IION.PK).  ION was expected to emerge from bankruptcy protection
as early as Dec. 17, 2009.  Cyrus Capital Partners, which appealed
the U.S. Bankruptcy Court's decision, said it expects a court date
in January to hear its appeal.  Cyrus, an ION Media Networks
creditor, challenged the Bankruptcy Court's decision to deny it
the legal standing to object to ION's plan of reorganization.

As reported by the TCR on Nov. 26, 2009, U.S. Bankruptcy Judge
James Peck entered a 30-page memorandum decision confirming ION
Media Networks' Chapter 11 plan of reorganization.  Judge Peck
held that Cyrus Select Opportunities Master Fund Ltd., the sole
remaining objector, lacked standing to object to the Plan and
ruled that Cyrus breached a contract.  Judge Peck pointed out that
Cyrus, an activist distressed investor that purchased certain
deeply discounted second lien debt of ION Media at pennies on the
dollar, has been using aggressive bankruptcy litigation tactics as
a means to gain negotiating leverage and earn outsize returns.

Cyrus had argued the plan gives too much to first-lien lenders,
based on a premise that their claims are secured by Federal
Communications Commission broadcast licenses.  Cyrus said that the
FCC licenses owned by special purpose vehicles within the Debtors'
capital structure represent valuable unencumbered source of
recovery for holders of second lien indebtedness.

However, Judge Peck noted that Cyrus lacked standing to object due
to the explicit restrictions imposed under the prepetition
intercreditor agreement between first lien lenders and second lien
lenders.  Judge Peck also held that the FCC licenses constitute
purported "collateral" as that term is used in the intercreditor
agreement.

A copy of the Memorandum Decision is available for free at:

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

                        The Chapter 11 Plan

Ion Media Networks' Chapter 11 reorganization plan says first
lien lenders would recover 16.6% of their claims based on the
37.5% of the stock of reorganized Ion that will be distributed to
them.  Holders of DIP facility claims will receive 62.5% of the
new stock.

The Plan is supported by holders of over 70% of Ion Media's first
lien secured debt, who also served as the source of Ion's
$150 million debtor in possession financing facility, as well as
the statutory committee of unsecured creditors appointed in the
chapter 11 cases.  The Plan contemplates a complete extinguishment
of over $2.7 billion in legacy indebtedness and preferred stock
claims.

Cyrus Select Opportunities Master Fund, an affiliate of Cyrus
Capital and an investor in Ion's notes due 2013, had raised
objections to the Plan, specifically with respect to the proposed
recovery provided to the first lien lenders.  Cyrus, a holder of
the second lien debt, argues that the Plan gives too much to
first-lien lenders, based on a premise that their claims are
secured by Federal Communications Commission operating licenses.
Cyrus said that FCC licensees can't legally grant liens on the
licenses and that the issue should be heard in the District Court.
Cyrus has commenced an adversary proceeding against Ion Media
seeking a declaration regarding the validity and enforceability of
any security interests in broadcasting and other licenses,
authorizations, waivers and permits issued by the FCC to certain
subsidiaries of Ion Media.

Ion Media asserts that the first lien lenders -- the majority of
who have provided $150 million of the DIP financing -- hold a
perfected senior security interest in the right to receive
proceeds generated from the sale of the FCC Licenses.  Ion Media
has commenced an adversary proceeding against Cyrus seeking a
declaratory judgment enforcing the terms of a security agreement
and an intercreditor agreement.  According to Ion Media, the
agreements provide that (i) the first priority secured parties'
liens are senior to those of the second priority secured parties,
including Cyrus, and (ii) the second lien lenders are barred from
challenging the validity of the liens of the first lien lenders
and objecting to a reorganization plan.

A copy of the Plan, as modified, is available for free at:

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

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

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

                        About Cyrus Capital

With offices in New York and London, Cyrus Capital Partners
invests across the capital structure of leveraged companies
throughout their life cycles, including those in financial
distress, and seeks to generate attractive absolute returns that
are not correlated to or dependent upon the general equity and
fixed income markets. The firm currently manages the following
Master/Feeder hedge fund structures: Cyrus Opportunities Fund II
(our flagship and core fund), and Cyrus Select Opportunities Fund.
These funds commenced operations in August 2001, and May 2008,
respectively.

                     About ION Media Networks

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009.  The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.


IRVINE SENSORS: Swaps $220,000 of A-1 Preferred for Common Stock
----------------------------------------------------------------
Irvine Sensors Corporation issued 250,000 shares of common stock
to an accredited institutional investor upon the investor's
conversion on December 2, 2009, of $100,000 of the stated value of
the Series A-1 10% Cumulative Convertible Preferred Stock of the
Company.

The Company also issued 300,000 shares of common stock to the same
investor upon the investor's conversion on December 4, 2009 of
$120,000 of the stated value of the Series A-1 Stock.

The Troubled Company Reporter said Irvine Sensors on October 14,
2009, issued a five-year warrant to purchase 350,000 shares of
common stock at an exercise price of $0.44 per share to an
accredited investor, a financial advisory and investment banking
firm that the Company engaged to assist it to raise additional
capital and to provide financial advisory services.

The Company also issued 300,000 shares of common stock to an
accredited institutional investor upon that investor's conversion
on September 28, 2009 of $120,000 of the stated value of the
Series A-1 10% Cumulative Convertible Preferred Stock of the
Company.

A Special Meeting of Irvine Sensors Stockholders was held at the
Orange County Department of Education, 200 Kalmus Drive, Building
D, Room 1002, in Costa Mesa, California, on December 10.
Stockholders were asked to approve the issuance of up to
$30,000,0000 worth of shares of Common Stock or securities
convertible into or exercisable for Common Stock, not to exceed
15,000,000 shares, in one or more related private placement
transactions occurring on or prior to the date six months after
the Special Meeting, which shares would be issued at a maximum
discount to the then fair market value of Irvine Sensors' Common
Stock on the date of issuance of 35%.

The purposes of the issuance are:

     -- to provide additional working capital to effectively
        fulfill the Company's contractual backlog and continue to
        fund ongoing operations;

     -- to strengthen financial position; and

     -- to enable the Company to pursue market opportunities and
        execute on its business plan.

                       About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

As of June 28, 2009, Irvine Sensors had total assets of $6,627,800
and total liabilities of $11,999,000, resulting to stockholders'
deficit of $5,371,200.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.

                           *     *     *

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


JG WENTWORTH: Raises $84 Million Financing in Fourth Quarter
------------------------------------------------------------
J.G. Wentworth LLC has raised $84 million in committed debt
financing from institutional investors, during the fourth quarter,
which will be used to purchase personal-injury settlements paid
out to claimants over time, according to Jeff Blumenthal, staff
writer at Philadelphia Business Journal.

J.G. Wentworth, Inc. -- http://www.jgwentworth.com/-- based in
Bryn Mawr, Pennsylvania, is the nation's oldest, largest and most
respected buyer of deferred payments for illiquid financial assets
like structured settlements and annuities.  Since 1992, J.G.
Wentworth has purchased over $3 billion of future payment
obligations from consumers and is also the nation's largest
securitizer of structured settlement and annuity backed notes.

J.G. Wentworth and its affiliates filed for Chapter 11 on
May 19, 2009 (Bankr. D. Del. Case No. 09-11731).  Norman L.
Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, assist the Debtors in their
restructuring efforts.  J.G. Wentworth listed $100,001 to $500,000
in assets and $500,001 to $1,000,000 in debts.


JIN SUK SEO: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Jin Suk Seo
               Kyung Ai Seo
               4400 Suitland Rd
               Suitland, MD 20746

Bankruptcy Case No.: 09-20247

Chapter 11 Petition Date: December 16, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtors' Counsel: Christopher R. Wampler, Esq.
                  Wampler, Souder & Sessing, LLC
                  One Central Plaza
                  11300 Rockville Pike, Suite 1015
                  Rockville, MD 20852
                  Tel: (301) 881-8895
                  Fax: (301) 881-8896
                  Email: cwampler@wamplaw.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 $1,954,715,
and total debts of $5,173,379.

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

            http://bankrupt.com/misc/vaeb09-20247.pdf

The petition was signed by the Joint Debtors.


JONES STEPHENS: Financial Woes Prompts Bankruptcy Filing
--------------------------------------------------------
Reuters relates that Jones Stephens Corp. blamed a drop in
commercial and residential construction, and volatility in raw
material costs for its bankruptcy filing.

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

Jones Stephens Corp., together with affiliate Plumbing Holdings
Corp., filed for Chapter 11 on Dec. 15, 2009 (Bankr. D. Del. Case
No. 09-14414).  Howard A. Cohen, Esq., at Drinker Biddle & Reath
LLP, represents the Debtor in its restructuring effort.  The
petition says it has assets of $84 million and debt of $101
million.

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


KEET SEEL TANKSHIPS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Keet Seel Tankships, LLC
        219 East Houston Street, Suite 300
        San Antonio, TX 78205

Bankruptcy Case No.: 09-13965

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Dos Raven Tankships, LLC                           09-
First Mesa Tankships, LLC                          09-13964

Chapter 9 Petition Date: December 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Douglas S. Draper, Esq.
                  Heller Draper Hayden Patrick & Horn, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  Email: dsd@hellerdraper.com

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

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

The petition was signed by Richard D. Horner, Sr., the company's
manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Jamestown Metal Marine                            $838,932
Sales
4710 N W Boca Raton Blvd
Boca Raton, FL 33431

Ardent Services                                   $768,447
PO Box 952134
Dallas, TX 75395-2134

Atlantic Marine                                   $704,074
PO Box 3202
660 Dunlap Drive
Mobile, AL 36652-3202

Houma Industries                                  $672,751
PO Box 685
Harvey, LA 70059

VT Halter                                         $609,590
900 Bayor Casotte Pkwy
Pascagoula, MS 39581

L3 Communications                                 $456,017
PO Box 905666
Charlotte, NC 28290-5666

TTS                                               $131,866

Argent Group                                      $101,915

Wartsila                                          $95,771

Becker Marine Systems                             $85,177
GmbH & Co. KG
Neulander Kamp

Norsafe As                                        $85,036

Top Coat                                          $73,724

Marine Interior Systems                           $72,918

Schoellhom-Albrecht                               $36,086

Mapeco                                            $31,905

MMC International                                 $28,751

Ship Construction Strategies                      $27,756

Beacon Marine Inc.                                $24,708

Genoa Design                                      $22,854

ABS Americas                                      $12,641


KLCG PROPERTY: Files for Bankruptcy to Sell Water Park to Lender
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that KLCG Property LLC
filed a Chapter 11 petition (Bankr. D. Del. Case No. 09-14418) to
expedite the sale of the facility to the secured lender Dougherty
Funding LLC, owed $89.5 million on a construction loan.  Affiliate
Gurnee Property LLC also filed for Chapter 11.

KLCG and Gurnee are the owners of the KeyLime Cove indoor water
park in Gurnee, Illinois.  The water park, situated on 30 acres,
has 414 hotel rooms and is adjacent to Six Flags Great America
Theme Park.

According to the report, KLCG blamed the filing in part on reduced
traffic at Six Flags, whose owner is also in Chapter 11.  The park
opened in 2008 after construction at a cost of $136 million.  In
addition to the debt to Dougherty, another $4.3 million is owing
on an investors' loan.  The Debtors intend to complete the sale to
Dougherty by the end of March.


KLCG PROPERTY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: KLCG Property, LLC
        1700 Nations Drive
        Gurnee, IL 60031

Bankruptcy Case No.: 09-14418

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
Gurnee Property, LLC                       09-14419

Chapter 11 Petition Date: December 16, 2009

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

Judge: Kevin J. Carey

About the Business:

Debtors' Counsel: Donald J. Bowman, Jr., Esq.
                  Young, Conaway, Stargatt & Taylor
                  1000 West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Email: bankfilings@ycst.com

                  Michael R. Nestor, Esq.
                  Young Conaway Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  Email: bankfilings@ycst.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/deb09-14418.pdf

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Keylime Cove of Gurnee, LLC                       $13,811,000
Attn: Thomas Plentka
PO Box 7095
Madison, WI 53707-0000

Gurnee Proeprty, LLC                              $4,059,000
Attn: Thomas Plentka
PO Box 7095
Madison, WI 53707-0000

DWA Holdings, LLC                                 $1,831,000
Attn: David Anderson
7016 Antrim Road
Minneapolis, MN 55439-0000

Iconica, Inc.                                     $1,200,000
Attn: Thomas Plentka
901 Deming Way, Ste. 102
Madison, WI 53717-0000

KLCR Investors, LLC                               $1,100,000
PO Box 7938
Madison, WI 53707-0000

Lake County Treasurer                             $832,722
18 N. County St., Rm. 102
Waukegan, IL 60085-0000

Baker Tilly Virchow Krause                        $209,500

S&I Hospitality, LLC                              $128,729
Attn: Mark Quinn

Six Flags Great America                           $123,825

Gordon Food Service                               $77,675

Rellant Energy                                    $43,081
(nka MC Squared)

Lamont Hanley & Assoc.,                           $42,034
Inc., Axis US

Baker Tilly Virchow Krause                        $39,678

Precision Dynamics Corp                           $33,393

SYNXIS                                            $31,278

CenterPoint Energy Services,                      $28,308
Inc.

Village of Gurnee                                 $27,469

Cintas #22                                        $18,598

OPP Franchising Inc.                              $15,008
dba Janl King

Rhode Island Novelty                              $13,314

Imperial Service Systems                          $11,136
Inc.

Smartcare                                         $9,172

Top Shelf Marketing                               $8,613

American Gift                                     $7,292

ECOLAB                                            $6,879

Ganz USA                                          $5,846

Woodlawns Landscape                               $5,757
Company

The Cromer Company                                $5,737

Schindler Elevator Service                        $5,669

The Duck Company                                  $4,993

The petition was signed by Thomas Pientka, authorized director of
the Company.


KOBRA PROPERTIES: Sees Approval of Real Estate Assets Sale
----------------------------------------------------------
Kobra Properties anticipates receiving a court order approving the
sale of certain assets free and clear of liens, claims and
encumbrances and authorizing the assumption and assignment of
executory contracts.  The Chapter 11 Trustee anticipates receiving
an order approving sale procedures with respect to the sale of
real property pursuant to 11 U.S.C. Sec. 363.  The Trustee
anticipates the approval of a court order detailing suggested
minimum bid amounts, the form of the purchase and sale agreement
and auction procedures.  Qualified prospective purchasers will
have the opportunity to bid on each of these 24 properties with
each property having a suggested minimum bid which will be subject
to a reserve price.  A summary of properties and the corresponding
suggested minimum bids will be furnished upon request and, upon
executing a confidentiality agreement with the Trustee,
prospective purchasers will have access to additional due
diligence information.  The suggested combined minimum bids on the
twenty-four properties total $35,129,057.  The Trustee's ability
and intent to sell the certain properties is subject to successful
negotiation with the secured lenders to convey these assets. The
anticipated court order will approve the following timeline:

January 6, 2010, 5:00 PM PST - Deadline for submittal of bids to
be considered as Qualified Bids along with executed Purchase and
Sale Agreement with a 10% earnest money deposit;

January 14, 2010, 9:30 AM PST - Sale Auction at the United States
Bankruptcy Court located at 501 I Street, Suite 3-200. Sacramento,
California 95814

Interested parties may request additional information and
documentation concerning the assets and the sale by contacting:

                   About Kobra Properties

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

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

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


KUSHNER-LOCKE: Court Continues Plan Outline Hearing to January 26
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will continue to consider the adequacy of information in The
Kushner-Locke Company, et al.'s Disclosure Statement on Jan. 26,
2010 at 02:00 p.m. at 255 E. Temple St. Courtroom 1575 Los
Angeles, California.

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

According to the Plan, the secured lenders' claims will receive
full satisfaction of their claims.  The secured claims of the
holders of Class 1A claims, will receive, on the effective date,
cash in the amount of $175,000 on account of the Guilds' Class 1A
prepetition claims.

Unless each of the holders of the allowed Class 2 claims and the
Debtors agree to a different treatment, each allowed Class 2 claim
will be reinstated.

Each holder of an allowed other priority claim will receive
payment in cash equal to the full amount of the holder's Class 3
claim, so as practicable after the later of: (x) the effective
date; and (y) the date of the final order of the Bankruptcy Court
is entered allowing the priority claim, unless the claimant agrees
to a different treatment.

Under the Plan, holders of an allowed general unsecured claim
amounting to $10,000 or less, will receive payment of 25% of the
full amount of their claim, without interest, on or within 30 days
from the effective date in full and final satisfaction of their
allowed claim.

Each holder of an allowed general unsecured claim, other than the
Class 4 claim, will receive on the fifth business day after the
effective date its pro rata share of the Class B units of the
Reorganized Debtor in full and complete satisfaction of each
allowed Class 5 claim.

Holders of subordinated debt claims will be deemed to receive
interests in the Reorganized Debtor.  Thus, holders of Class 6
claims will not receive or retain any distributions under the Plan
because the contractual subordination provisions that applay to
these claims will be enforced.

Class 7 Kushner-Locke interest will be cancelled and the holders
of interests will not receive or retain any distributions under
the Plan.

All payment under the plan will be made from the Reorganized
Debtor's cash on hand as of the effective date, well as cash
generated from the operations and liquidation of assets after the
effective date, including, without limitation, the liquidation of
reserved recovery rights.

A full-text copy of the Plan of Reorganization is available for
free at http://bankrupt.com/misc/Kushner_locke_Ch11Plan.pdf

Headquartered in Los Angeles, California, The Kushner-Locke
Company is a low-budget movie production studio.  The company,
along with its debtor-affiliates filed for chapter 11 protection
on November 21, 2001 (Bankr. C.D. Calif. Lead Case No. 01-44828).
Carol Chow, Esq., and Charles Axelrod, Esq., at Stutman, Treister
& Glatt; Mara Mornet-Ritt, Esq., at Brandon & Morner-Ritt; and
Martin Fineman, Esq., at Davis Wright Tremaine LLP, represent the
Debtors in their restructuring efforts.  Jeremy V. Richards, Esq.,
at Pachulski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors as counsel.


LANCE LIBIANO: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lance E. Libiano
        705 Sunset Dr
        Hermosa Beach, CA 90254

Bankruptcy Case No.: 09-43917

Chapter 11 Petition Date: December 2, 2009

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

Judge: Richard M. Neiter

Debtor's Counsel: Todd B. Becker, Esq.
                  Law Offices of Todd B Becker
                  3750 E Anaheim St., Ste100
                  Long Beach, CA 90804
                  Tel: (562) 495-1500
                  Fax: (562) 494-8904
                  Email: veloz@toddbeckerlaw.com

Estimated Assets: Not Stated

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

A list of the Company's 5 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/cacb09-43917.pdf

The petition was signed by Mr. Libiano.


LEHMAN BROTHERS: Court Lays Out Protections for Client Assets
-------------------------------------------------------------
Clients with roughly $1.1 billion in claims against Lehman
Brothers International (Europe) whose assets were not segregated
may be out of luck, as a U.K. court has ruled that the troubled
financial institution does not have to add money to a $1 billion
segregated client fund to cover those claims, according to Law360.

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

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

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

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

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

             International Operations Collapse

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

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

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


LEHMAN BROTHERS: Fees Top Half Billion Dollars Through November
---------------------------------------------------------------
Lehman Brothers Holdings Inc. said in its November monthly
operating report that it paid a total of $533.5 million in fees
from the inception of the Chapter 11 case through November 2009.

The largest share, $204.4 million, went to Alvarez & Marsal LLC,
the financial advisers. Coming in second is chief bankruptcy
counsel Weil Gotshal & Manges LLP with $127.1 million in fees.

Meanwhile, Weil Gotshal has objected to proposed guidelines by
Lehman Brothers Holdings Inc.'s fee committee under which fee
applicants who submit additional information to support their
applications for compensation and reimbursement of expenses would
be subject to hefty penalties, Law360 reports.

                                            11/01/09-  9/15/08-
Professionals            Role                11/30/09  11/30/09
-------------            ----                --------  --------
Debtors -
Section 363
Professionals:

Alvarez & Marsal LLC     Interim Management   $16,510  $202,419
Kelly Matthew Wright     Art Consultant             5        43
Natixis Capital Markets  Deriv. Consultant        665     6,692

Debtors -
Section 327
Professionals:

Bingham McCutchen LLP    Tax Counsel              665     7,926
Bortstein Legal LLC      IT Counsel               124     2,282
Curtis, Mallet-Prevost   Conflicts Counsel        641    11,782
Discover Ready LLC       eDiscovery Services        -     4,812
Ernst & Young LLP        Audit & Tax Services      60     1,296
Hudson Global Resources  Contract Attorneys       821     1,928
Huron Consulting         Tax Services             221     1,818
Jones Day                Asia Counsel           1,885    12,339
Lazard Freres & Co.      Investment Banker          -    13,899
McKenna Long & Aldridge  Real Estate Lending        -     2,320
Pachulski Stang Ziehl    Real Estate Counsel      200       537
Reilly Pozner LLP        Mortgage Litigation      165     1,553
Simpson Thacher          SEC Reporting Counsel     47     2,091
Weil Gotshal & Manges    Lead Counsel           8,560   127,143
Windels Marx Lane        Real Estate Counsel      598       598

Debtors -
Claims and
Noticing Agent:

Epiq Bankr. Solutions    Claims Agent               -     2,773

Creditors -
Section 327
Professionals:

FTI Consulting Inc.      Financial Advisor          -    16,270
Houlihan Lokey Howard    Investment Banker        333     5,197
Milbank Tweed Hadley     Lead Counsel           2,041    36,427
Quinn Emanuel Urquhart   Conflicts Counsel        552     4,280
Richard Sheldon, Q.C.    UK Counsel                 6        74

Examiner -
Section 327
Professionals:

Duff & Phelps LLC        Financial Advisor      3,800    21,395
Jenner & Block LLP       Examiner               6,186    27,887

Fee Examiner:

Feinberg Rozen LLP       Fee Examiner               -       343
                                              -------  --------
Total Non-Ordinary Course Professionals        44,084   516,124

Debtors -
Ordinary Course Professionals                   1,550    16,854

US Trustee Quarterly Fees                           -       483
                                              -------  --------
Total Professional Fees and UST Fees          $45,634  $533,461

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Japan Unit, PwC Have Deal on Return of Assets
--------------------------------------------------------------
The joint administrators of Lehman Brothers International Europe
Inc., have been in discussions with Lehman Brothers Japan Inc.
regarding the mutual return of assets held by each for the other's
clients.

The Joint Administrators, which are from PricewaterhouseCoopers,
now report that a bilateral exchange of certain custody assets has
taken place between LBIE and LBJ. This asset exchange has been
undertaken to preserve value for both estates, to benefit the
clients of the two estates and to facilitate the return of assets
to our respective clients.  Approximately $1 billion of assets
were passed by LBIE to LBJ and $1 billion from LBJ to LBIE.  This
significantly increases the client asset pool under the Joint
Administrators' control.

The client assets that are part of this exchange will be returned
to Trust Asset claimants using the mechanisms contained within the
proposed Claims Resolution Agreement.

                       About Lehman Brothers

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

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

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

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

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

             International Operations Collapse

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

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

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


LEHMAN BROTHERS: $50 Million Bonus Pool Approved by Judge
---------------------------------------------------------
Lehman Brothers Holdings Inc. won approval from the Bankruptcy
Court to establish a bonus pool for employees working to close out
10,000 derivatives contracts.

The U.S. Trustee, a branch of the U.S. Justice Department, had
objected to the proposal, contending the workers would be given
bonuses simply for doing their jobs.  She also says that Congress
prohibited retention bonuses for executives.

The Incentive Program offers a performance based incentive pool
of up to $50 million, which aims to reward employees for their
services in connection with the recovery or preservation of the
derivatives assets as well as mitigation of derivatives claims
against the Debtors.

The Debtors have about 230 full-time employees or 50% of their
total workforce that are solely engaged in the wind down of their
derivatives portfolio.

As of September 15, 2008, the Lehman companies have more than
10,000 derivative contracts, of which only 17% are considered to
be "final settled."  The rest of the contracts have not yet been
reconciled or the valuation has not yet been completed.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says monetizing the value of the contracts and reviewing claims
will require "substantial efforts" of the employees until next
year.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LOCUST STREET: MoFo-Represented Senior Lender Prevails in NY Suit
-----------------------------------------------------------------
Law firm Morrison & Foerster won a ruling on behalf of Bank of New
York Mellon, which in 2005 extended a loan to Locust Street
Developers for the development of a condominium project in
Westchester County, NY.  Two years later, Hudson Realty Capital
struck an agreement to provide mezzanine funding for the project
to Locust Street Managers.

In 2008, both BNYM and Hudson commenced foreclosure proceedings on
the project, which stood uncompleted in the midst of the
recession.  However, the project's borrowers had already filed for
bankruptcy, putting the collateral out of reach.  This past May,
with the foreclosure actions stayed in bankruptcy and the real
estate market in a freefall, Hudson sued Bank of New York "in
hopes of recovering some or all of the outstanding balance of its
mezzanine loan."

Hudson alleged that Bank of New York provided misleading
information about the project produced by an outside construction
consultant and that it based its loan commitment on those reports
to its detriment.   Accordingly, Hudson claimed that BNYM, through
its "negligent misrepresentations," had breached provisions of its
intercreditor agreement over the loan.  In essence, Hudson argued
that the senior loan was "out of balance," and that BNYM should
never have increased the terms to allow for a mezzanine portion.

In his ruling on Dec. 16, 2009, New York State Supreme Court Judge
Melvin Schweitzer tossed out Hudson's claims, rejecting the
argument that a special fiduciary relationship existed between the
parties.  In fact, the Judge said that under the terms of its own
loan documents that Hudson was obliged to conduct its own due
diligence on the condo project.  The fact that Hudson "may have
chosen to rely on the copies of reports it received from Bank of
New York's own construction consultant thus is of no moment," he
wrote.  He also dismissed Hudson's breach of contract claim.

"With many projects in workout and foreclosure, mezzanine lenders
who are out of the money will continue to look for alternative
methods for collecting on their loans," notes Morrison & Foerster
partner Mark Edelstein, Esq.  "In rejecting Hudson's attempt to
create a fiduciary relationship between itself and BNYM, Judge
Schweitzer cut off one of the most obvious routes for mezzanine
lenders to seek recovery from senior lenders."

The upshot for mezz lenders, Mr. Edelstein adds, is that "they
should take all action necessary, under their own documents, to
protect their positions in the capital stack.  Such actions might
include appropriate representations, warranties and covenants with
the borrowers and/or guarantors, as well as appropriate due
diligence and third-party reports (such as retaining their own
construction consultants to provide the mezzanine lenders with
their own reports) to protect their interests."

The case was argued before Judge Schweitzer by Morrison & Foerster
litigation partner Rachel Wertheimer, Esq.

Background

In 2005, BNYM originated a loan for the construction and
development of a condominium project in Westchester County, New
York.  Two years later, HRC Fund IV Domestic, LLC, an affiliate of
Hudson Realty Capital, LLC, originated a mezzanine loan with
respect to the project to the equity owner of the real property
owner and mortgage borrower.  The Hudson mezzanine loan replaced
another mezzanine loan already outstanding with respect to the
project.  As is typical in such cases, BNYM and Hudson entered
into an intercreditor agreement as of the date of Hudson's
mezzanine loan.

In 2008, with the condominium project not yet complete and the
market in recession, the borrowers on both BNYM's and Hudson's
loans defaulted.  Both BNYM and Hudson commenced proceedings to
foreclose on their collateral (i.e., Hudson commenced a
foreclosure proceeding with respect to its equity pledge
collateral, and BNYM commenced a foreclosure action with respect
to its mortgage on the real property).  However, both borrowers
filed for bankruptcy before the foreclosures could be completed.
In May 2009, with both foreclosure actions stayed as a result of
the bankruptcy and the real estate market in freefall, Hudson
filed an action against BNYM in hopes of recovering some or all of
the outstanding balance of its mezzanine loan.

The crux of Hudson's complaint was allegations that reports
drafted by the construction consultant hired by BNYM with respect
to the condominium project contained misleading and/or
insufficient information and that Hudson relied on these reports
to its detriment.  Hudson alleged that the construction
consultant's reports were provided to Hudson by BNYM and the
construction consultant, and that Hudson acted reasonably in
relying on the reports.

Hudson's action asserted three causes of action against BNYM:
(i) breach of fiduciary duty; (ii) negligent misrepresentation;
and (iii) breach of contract.  The breach of fiduciary duty and
negligent misrepresentation claims related to the alleged accuracy
of the construction consultant's reports.  The breach of contract
claim alleged that, by continuing to fund the project, BNYM
breached a provision of the parties' intercreditor agreement that
barred BNYM from modifying the senior loan documents in such a way
as to increase the outstanding balance of BNYM's loan.  Hudson's
complaint alleged that BNYM breached this contract provision by
"mismanaging" the condominium project, and later argued that BNYM
breached this provision by advancing funds under the senior loan
at a time when the senior loan was out of balance.

BNYM moved to dismiss Hudson's complaint in its entirety on
July 2, 2009.  Argument on the motion was held before Judge
Schweitzer on December 14, 2009.  Approximately 48 hours later,
Judge Schweitzer issued a decision dismissing Hudson's complaint
in its entirety.

The Decision

In its papers and at oral argument, BNYM argued that the breach of
fiduciary duty and negligent misrepresentation claims could not
stand because the relationship between BNYM and Hudson did not
rise to the relationship of trust necessary to state either claim.
The Court agreed.  In his decision, Judge Schweitzer held that
only under special circumstances have New York courts found that a
fiduciary relationship exists between parties to an arms-length
transaction, as was the transaction between BNYM and Hudson.
Judge Schweitzer rejected Hudson's argument that BNYM's
transmission of the construction consultant reports to Hudson
created a fiduciary duty because Hudson was obligated, under its
own loan agreement, to obtain information regarding the progress
of the project and costs incurred from its own construction
consultant.  Judge Schweitzer held that the fact that "[Hudson]
may have chosen to rely on the copies of reports it received from
BNYM's own construction consultant thus is of no moment."

The court also rejected Hudson's breach of contract claim, noting
that no modification to the senior loan was made that increased
"the amount [the borrower] was required to pay on the senior
loan," the only prohibited modification under the intercreditor
agreement.  The court also noted that Hudson had not alleged that
BNYM had direct management control over the project, which would
be a prerequisite to any claim that BNYM's alleged mismanagement
resulted in the modification of the senior loan.

The Impact

Judge Schweitzer created important precedent in dismissing
Hudson's complaint.  With many projects in workout and
foreclosure, mezzanine lenders who are out of the money are and
will continue to look for alternative methods for collecting on
their loans.  In rejecting Hudson's attempt to create a fiduciary
relationship between itself and BNYM, Judge Schweitzer cut off one
of the most obvious routes for mezzanine lenders to seek recovery
from senior lenders.  The Court in essence affirmed that, in your
typical mezzanine loan intercreditor agreement, the senior
mortgage lender does not pick up fiduciary duties to the mezzanine
lender.  The upshot of the decision for mezzanine lenders is that
they should take all action necessary, under their own documents,
to protect their positions in the capital stack.  Such actions
might include appropriate representations, warranties and
covenants with the borrowers and/or guarantors, as well as
appropriate due diligence and third-party reports (such as
retaining their own construction consultants to provide the
mezzanine lenders with their own reports) to protect their
interests.

Locust Street Developers LLC sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 09-11094) on March 10, 2009, is represented by
Jonathan Scher, Esq., at The Scher Law Firm LLP in Carle Place,
N.Y., and disclosed $28,550,000 in assets and debts of $33,236,160
at the time of the filing.

Locust Street Managers LLC sought Chapter 11 protection (Bankr.
S.D.N.Y. Case 08-14621) on Nov. 20, 2008, is represented by Marc
A. Pergament, Esq., at Weinberg, Gross & Pergament, LLP, in Garden
City, N.Y., and disclosed $32,000,000 in assets and debts of
$10,945,407 at the time of the filing.


LYONDELL CHEMICAL: Gets Nod to Hire Davidoff Malito as Counsel
--------------------------------------------------------------
Jack F. Williams, the appointed Examiner in Lyondell Chemical
Co.'s Chapter 11 cases, obtained permission from the Court to
employ Davidoff Malito & Hutcher LLP as his counsel, nunc pro tunc
to November 17, 2009.

As the Examiner's counsel, Davidoff Malito will:

  (a) provide legal advice with respect to (i) the Examiner's
      powers and duties as an examiner appointed in the Debtors'
      Chapter 11 cases pursuant to Section 1104, and 1106 of the
      Bankruptcy Court and as set forth in the Examiner Order;
      and (ii) the subject matter of any investigation
      undertaken by the Examiner;

  (b) prepare on behalf of the Examiner necessary legal papers;

  (c) appear in Court on behalf of the Examiner to present
      necessary motions, objections, applications, and other
      pleadings and to further the interests of the Examiner;

  (d) assist in the preparation and filing of the Examiner's
      Report; and

  (e) perform all other legal services for the Examiner, which
      may be necessary and proper in the Debtors' Chapter 11
      cases.

Moreover, the Debtors will pay Davidoff Malito's professionals
based on their customary hourly rates.  The principal attorneys
and paralegals designated to represent the Examiner and their
customary hourly rates are:

        Name                    Rate per Hour
        ----                    -------------
        David H. Wander             $450
        Larry K. Hutcher            $500
        Steve Spanolio              $210
        Harley Traven               $125

The Debtors will also reimburse expenses incurred by Davidoff
Malito.

David Wander, Esq., partner at Davidoff Malito, relates that
Davidoff Malito has represented in connection with residential
and commercial real estate closings, various financial
institutions that may be creditors and adverse parties, including
affiliates of Wells Fargo and JPMorgan/Chase.  Moreover, he says
that a husband of one of Davidoff Malito's associates, who works
in Davidoff Malito's Garden City, New York office is employed by
Deutsche Bank AG in its IT Department.  Despite these
disclosures, he assures the Court that Davidoff Malito is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.  He adds that Davidoff Malito has
no interest adverse to and no connections with the Official
Committee of Unsecured Creditors, the Debtors' estates, their
creditors or any party-in-interest.

                      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: Gets Nod to Tap Mills Shirley as Counsel
-----------------------------------------------------------
Lyondell Chemical Co. and its units sought and obtained the
Court's authority to employ Mills Shirley, L.L.P., as their
special counsel, nunc pro tunc to the Petition Date.

Mills Shirley has represented Debtors Lyondell Chemical Company,
Equistar Chemicals, LP, and Houston Refining LP since 1991
primarily in personal injury and commercial litigation.  As of
the Petition Date, Mills Shirley represented certain of the
Debtors in 14 different matters, three of which have been
consolidated in a single civil action pending in the Supreme
Court of Texas MultiDistrict Litigation Court.  The remaining
matters were pending in various courts.

Specifically, Mills Shirley will continue to represent Houston
Refining in the MultiDistrict Litigation Court in three actions
consolidated in the MultiDistrict Litigation Court:

(1) a lawsuit filed on July 23, 2008, against Houston Refining
     and Lyondell alleging liability and damages based on the
     collapse of an extremely large crane which killed four
     contractors and caused substantial property damage by or on
     behalf of persons who were injured or died as a result of
     the accident.  Mills Shirley will represent Houston
     Refining in an hourly basis.

(2) a lawsuit filed by Houston Refining against Deep South
     alleging, among other things, that Deep South breached its
     contractual obligations to properly perform certain crane
     and lifting services at Houston Refining's refinery.  Deep
     South is a subcontractor to Wyatt Field Services Company.
     Wyatt and Houston Refining entered into a contract,
     effective as of December 26, 2006, to perform certain
     construction services at Houston Refining's refinery in
     Harris County, Texas.  Mills Shirley has agreed to
     represent Houston Refining in the Crane Case on a
     contingent-fee basis.

(3) a lawsuit filed by Wyatt against Deep South for Wyatt's
     property damage.  Houston Refining is not a party to this
     lawsuit and the Debtors do not expect Houston Refining to
     be joined in this case.  If Houston Refining is joined,
     Mills Shirley will represent the Debtors on an hourly
     basis.

Mills Shirley will also continue to represent, if necessary,
Lyondell in 10 other personal injury matters, eight of which were
in various stages of litigation, and two of which had not
resulted in formal proceedings, as of the Petition Date.
Negotiations are underway to modify the stay applicable to two of
these 10 matters because they are personal injury cases, and it
is expected that one to three other motions for relief from the
automatic stay will be pursued.

Mills Shirley's professionals will be paid based on their
customary hourly rates:

           Title                              Rate per Hour
           -----                              -------------
         Senior Partners                          $245
         Associates                               $180
         Paralegals                                $95
         Law Clerks                                $95

The Debtors will reimburse Mills Shirley for expenses incurred.

Moreover, Mills Shirley will be paid on a contingent fee sliding
scale basis:

        Recovery Range                          Fee Earned
        --------------                          ----------
Recovery of 0 to $10,000,000                        30%
$10,000,0001 to $20,000,000                         25%
$20,000,001 to $30,000,000                          20%
$30,000,000                                         15%

William Griffey, Esq., partner at Mills Shirley, disclosed that
the Debtors owe his firm $86,161 for prepetition services and
expenses.  He added that neither the firm, nor any member or
employee of the firm, holds any other prepetition claims against
the Debtors.  Moreover, he related that Mills Shirley has not
represented and will not represent any client in connection with
the Debtors' Chapter 11 cases.  Thus, he maintained that Mills
Shirley is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Parent Has Pact to Manufacture in India
----------------------------------------------------------
LyondellBasell Industries announced another milestone in its
continued support of global customers with a new agreement to
manufacture products in India.  Under a tolling and marketing
agreement signed by LyondellBasell and Hyundai Engineering
Plastics (HEP), HEP will manufacture LyondellBasell's latest-
generation Hostacom and Hifax polypropylene compounds using
LyondellBasell's proprietary technology and formulations at the
HEP plant in Chennai, Tamil Nandu, India.  LyondellBasell will
have exclusive marketing rights for these products.

Paul Yeates, Senior Vice President, Advanced Polyolefins at
LyondellBasell said, "This agreement extends our global footprints
and allows us to better serve our customers in major regions."

Hostacom and Hifax polypropylene compounds are used by customers
to add value in automotive applications, such as instrument
panels, interior trim and bumpers, as well as white goods such as
washing machines and refrigerators.  "This cooperation enables us
to supply our Indian automotive and appliance customers with
locally manufactured, high-performance and high-quality compounds
which will increase their competitiveness in the fast-growing
Indian market," said Frank Noeltgen, vice president, Asia-Pacific
Compounding Business at LyondellBasell.

The arrangement expands the existing global cooperation between
the two companies that began in 2006, in which LyondellBasell
produces, markets and sells HEP's Supol materials under license
from HEP in North America and Europe.

                      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)


MANUEL GENE BETTENCOURT: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Manuel Gene Bettencourt
        Thelma Jean Bettencourt
        15819 East Sycamore Drive
        Fountain Hills, AZ 85268

Bankruptcy Case No.: 09-32420

Chapter 11 Petition Date: December 16, 2009

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

About the Business:

Debtors' Counsel: J. Kent Mackinlay, Esq.
                  Warnock, Mackinlay & Carman, PLLC
                  1019 S. Stapley Dr.
                  Mesa, AZ 85204
                  Tel: (480) 898-9239
                  Fax: (480) 833-2175
                  Email: kent@mackinlaylawoffice.com

Estimated Assets: More than $100,000,000

Estimated Debts: More than $100,000,000

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.


MARINER ENERGY: S&P Affirms 'B+' Issue Rating on Unsecured Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue rating
and revised the recovery rating on Mariner Energy Inc.'s unsecured
debt, following the company's announcement of a $215 million
purchase of Edge Petroleum Corp. The recovery rating was revised
to '3' (indicating S&P's expectation for meaningful recovery in
the range of 50% to 70%) from '4'.  The company also has a
$1 billion asset-based lending (ABL) facility, with a current
borrowing base of $800 million, which S&P does not rate.  The
company plans to fully finance the acquisition by drawing down on
its existing revolver.  For the complete recovery analysis, see
the recovery report on Mariner Energy to be published immediately
after this article.

The 'B+' corporate credit rating and stable outlook on the company
remain unchanged.

The ratings on Mariner Energy reflect its modest reserve base, an
aggressive growth and exploration strategy, and elevated costs
relative to Standard & Poor's near-term pricing assumption of
natural gas.

                           Ratings List

                        Mariner Energy Inc.

       Corporate credit rating                 B+/Stable/--

             Rating Affirmed/Recovery Rating Revised

                                                To     From
                                                --     ----
        Unsecured debt                          B+
         Recovery rating                        3      4


MARK LONGSHORE: Paid Too Much for Mansion, Attorney Says
--------------------------------------------------------
Jennifer Thompson posted at the East Suburbs Blog that Howard
Olinsky, the attorney for Fred Grimaldi, said that his client paid
too much for the 6,108-square-foot mansion at 8401 Brae Leure Road
in Manlius.

Mr. Longshore bought the property from Fred Grimaldi in 2003 for
$822,500.  Mr. Longshore took possession of the title, but Mr.
Grimaldi kept the mortgage on the property, acting in the same
capacity as a bank in a traditional real estate transaction.

"They had substantial undisclosed flooding problems in the
basement," East Suburbs Blog quoted Mr. Olinsky as saying.  Mr.
Grimaldi disputes that claim, saying that he recently had the
house inspected and has the documentation to prove there are no
flooding issues with the home, and his real estate agent at
Coldwell Banker Prime Properties confirmed the home passed
inspection, Eastern Suburbs Blog relates.

According to East Suburbs Blog, Mr. Grimaldi ended up with
property after Mr. Longshore defaulted.  Court documents state
that Mr. Longshore owed Mr. Grimaldi $725,000.  Mr. Grimaldi,
according to Eastern Suburbs Blog auctioned the house in August.

Records at the Onondaga County Office of Real Property Services
say that property taxes on the mansion, assessed at $560,000,
haven't been paid since 2006.

Mark Longshore was the owner of Metal Transportation Systems, a
Utah-based company that had an office in Manlius.  The Post-
Standard reported in 2007 that the state Workers' Compensation
Board ordered the company to close after filing claims without
having insurance.  Mr. Longshore filed for Chapter 11 bankruptcy
protection that year.


MAXXAM INC: Board Extends Expiration Date of Stock Purchase Rights
------------------------------------------------------------------
MAXXAM Inc. has two classes of capital stock outstanding -- common
stock and Class $0.05 Non-Cumulative Participating Convertible
Preferred Stock.  MAXXAM also has outstanding (a) one Series A
Preferred Stock Purchase Right for each outstanding share of Class
A Preferred Stock, and (b) one Series B Preferred Stock Purchase
Right for each outstanding share of common stock.  The Rights are
governed by a Rights Agreement dated December 15, 2009 between
MAXXAM and American Stock Transfer & Trust Company, as Rights
Agent.

On December 11, 2009, the Executive Committee of MAXXAM's Board of
Director extended the expiration date of the Rights by a six-month
period (from December 11, 2009 to June 11, 2010).  The extension
will allow management of MAXXAM time to fully analyze the Rights
Agreement and formulate a recommendation to the Board of Directors
with respect to it.

                        About MAXXAM Inc.

Houston, Texas-based MAXXAM Inc. (NYSE Amex: MXM) conducts the
substantial portion of its operations through its subsidiaries,
which operate in two industries -- Residential and commercial real
estate investment and development (primarily in second home or
seasonal home communities), through MAXXAM Property Company and
other wholly owned subsidiaries of the Company, as well as joint
ventures; and racing operations, through Sam Houston Race Park,
Ltd. a Texas limited partnership wholly owned by the Company,
which owns and operates a Texas Class 1 pari-mutuel horse racing
facility in the greater Houston metropolitan area, and a pari-
mutuel greyhound racing facility in Harlingen, Texas.

At September 30, 2009, MAXXAM had $361.6 million in total assets
against $778.0 million in total liabilities, resulting in
$416.4 million in stockholders' deficit.

                       Going Concern Doubt

As reported by the Troubled Company Reporter on April 7, 2009,
Grant Thornton LLP said the uncertainty surrounding the real
estate industry and the ultimate outcome of proceedings involving
MAXXAM Inc.'s former unit, Pacific Lumber Company, and their
effect on the Company, as well as the Company's operating losses
raise substantial doubt about the ability of the Company to
continue as a going concern.


MECHANICAL TECHNOLOGY: MTI Micro Converts Bridge Notes to Equity
----------------------------------------------------------------
Mechanical Technology, Incorporated, disclosed that on December 9,
2009, MTI MicroFuel Cells Inc., a majority-owned subsidiary of the
Company, entered into a Secured Convertible Promissory Note
Negotiated Conversion Agreement with the Company and the other
parties to those certain Convertible Note and Warrant Purchase
Agreement, Secured Convertible Promissory Note Agreements,
Security Agreement and Warrant Agreements, each dated as of
September 18, 2008, as amended on February 20, 2009, and April 15,
2009.

Pursuant to the Conversion Agreement, effective December 9, 2009,
MTI Micro, the Company and the other parties to the Bridge
Documentation agreed to, among other things, convert the aggregate
principal and accrued interest amount of $3,910,510 outstanding
under the Bridge Notes into an aggregate of 55,864,425 shares of
Common Stock of MTI Micro using a conversion price per share of
$0.070.  As an incentive for MTI Micro to agree to the terms of
the Negotiated Conversion, MTI Micro, the Company and the Bridge
Investors also agreed that immediately prior to the consummation
of the Negotiated Conversion, MTI Micro would issue to each
current MTI Micro stockholder (including the Company), without
consideration, a warrant exercisable after one year for up to 50%
of the aggregate number of shares of Common Stock each such MTI
Micro stockholder currently holds in MTI Micro, at $0.070 per
share and with a term of seven years.  Immediately prior to the
consummation of the Negotiated Conversion on December 9, 2009, MTI
Micro issued Micro Warrants exercisable for an aggregate of
32,779,310 shares of MTI Micro Common Stock.

As a result of the Negotiated Conversion, the Company converted an
aggregate principal and accrued interest amount of $786,917
outstanding under the Bridge Notes into an aggregate of 11,241,666
shares of Common Stock of MTI Micro, and the Company's ownership
interest in MTI Micro decreased from approximately 97.3% to
approximately 61.8%, or 69.2% on a fully-diluted basis including
the Micro Warrants issued to all current MTI Micro stockholders
and the Bridge Warrants.

In addition, effective immediately upon the consummation of the
Negotiated Conversion, the security interest granted by MTI Micro
to the Bridge Investors under the Security Agreement that
collateralized the Bridge Investors' Bridge Notes by all of the
assets of MTI Micro terminated, and all rights to the Collateral
under the Security Agreement reverted to MTI Micro.

The Purchasers are:

     * MECHANICAL TECHNOLOGY INCORPORATED;
     * WALTER L. ROBB;
     * COUNTER POINT VENTURES FUND II, LP;
     * PENG K. LIM;
     * JAMES K. PRUEITT; and
     * LISA STERNLICHT

A full-text copy of the SECURED CONVERTIBLE PROMISSORY NOTE
NEGOTIATED CONVERSION AGREEMENT is available at no charge at:

              http://ResearchArchives.com/t/s?4be6

Mechanical Technology and its subsidiaries last month reported a
net loss of $884,000 for the three months ended September 30,
2009, from a net loss of $4,016,000 for the year ago period.  The
Company reported a net loss of $2,572,000 for the nine months
ended September 30, 2009, from a net loss of $10,481,000 for the
year ago period.

At September 30, 2009, the Company had total assets of $4,329,000
against total liabilities of $4,991,000, resulting in
stockholders' deficit of $662,000.

The Company has incurred significant losses as it continued to
fund the direct methanol fuel cell product development and
commercialization programs of its majority owned subsidiary, MTI
Micro, and had a consolidated accumulated deficit of
$120.1 million and working capital deficit of $1.5 million at
September 30, 2009.  Because of these losses, limited current cash
and cash equivalents, negative cash flows and accumulated deficit,
the report of the Company's independent registered public
accounting firm for the year ended December 31, 2008 expressed
substantial doubt about the Company's ability to continue as a
going concern.

The Company does not expect to continue to fund MTI Micro.  Based
on the Company's projected cash requirements for operations and
capital expenditures and its current cash and cash equivalents of
$1.2 million at September 30, 2009, management believes it will
have adequate resources to fund its current operations, excluding
MTI Micro operations, through 2010.  Since the company will no
longer fund MTI Micro, the subsidiary has sought other sources of
funding.

                    About Mechanical Technology

Headquartered in Albany, New York, Mechanical Technology
Incorporated, operates in two segments, the New Energy segment
which is conducted through MTI MicroFuel Cells Inc., a majority
owned subsidiary, and the Test and Measurement Instrumentation
segment, which is conducted through MTI Instruments, Inc., a
wholly owned subsidiary.

MTI Micro is developing Mobion(R) cord-free power packs to replace
current lithium-ion and similar rechargeable battery systems in
many handheld electronic devices for the military and consumer
markets.  Mobion(R) power packs are based on direct methanol fuel
cell technology which has been recognized as enabling technology
for advanced portable power sources by the scientific community
and industry analysts.  As the need for advancements in portable
power increases, MTI Micro is developing Mobion(R) cord-free
rechargeable power pack technology as a compelling solution for
powering the multi-billion dollar portable electronics market.  As
of September 30, 2009, the Company owned approximately 97% of MTI
Micro's outstanding common stock.


MERIDIAN RESOURCE: Forbearance Agreements Extended to Dec. 21
-------------------------------------------------------------
The Meridian Resource Corporation and certain of its subsidiaries
entered into a ninth amendment to a forbearance and amendment
agreement with Fortis Capital Corp., as administrative agent, and
the other lenders and agents party to the Company's Amended and
Restated Credit Agreement, dated as of December 23, 2004.

The amendment extends to December 21, 2009, the date by which the
Fortis Forbearance Agreement will terminate if, by such date, we
have not entered into (a) a merger agreement pursuant to which we
will merge with or into or be acquired by or transfer all or
substantially all of our assets to another person; (b) a capital
infusion agreement pursuant to which one or more persons will
contribute subordinated debt or equity capital to us in an amount
sufficient to enable us to pay to the Lenders an amount equal to
100% of our borrowing base deficiency; or (c) a purchase and sale
agreement pursuant to which we agree to sell one or more oil and
gas properties for net proceeds sufficient to enable us to pay to
the Lenders an amount equal to 100% of our borrowing base
deficiency, plus any incremental borrowing base deficiency
resulting from such sales.

As previously disclosed September 3, 2009, the Company also
entered into (a) a Forbearance Agreement with Fortis Capital Corp.
and Fortis Energy Marketing & Trading GP, (b) a Forbearance and
Amendment Agreement with The CIT Group/Equipment Financing, Inc.
and (c) a Forbearance and Amendment Agreement with Orion Drilling
Company, LLC.  The termination of the forbearance period under the
Fortis Forbearance Agreement will also result in the termination
of the forbearance periods under each of the Hedge Forbearance
Agreement, the CIT Forbearance Agreement and the Orion Forbearance
Agreement.  The Company has also signed deals extending these
forbearance agreements until December 21.

                      About Meridian Resource

Based in Houston, Texas, The Meridian Resource Corporation
(NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and
natural gas company engaged in the exploration, exploitation,
acquisition and development of oil and natural gas in Louisiana,
Texas, and the Gulf of Mexico.  Meridian has access to an
extensive inventory of seismic data and, among independent
producers, is a leader in using 3-D seismic and other technologies
to analyze prospects, define risk, target and complete high-
potential wells for exploration and development. Meridian has a
field office in Weeks Island, Louisiana.

At September 30, 2009, the Company had $190,339,000 in total
assets, including $18,090,000 in total current assets, against
$120,634,000 in total current liabilities and $17,736,000 in asset
retirement obligations.

The Company noted that its default under the debt agreements,
which has been mitigated in the short term by certain forbearance
agreements, negatively impacts future cash flow and the Company's
access to credit or other forms of capital.  There is substantial
doubt as to the Company's ability to continue as a going concern
for a period longer than the next 12 months, the Company said.
It added that it might have to seek protection under federal
bankruptcy laws if it is unable to comply with the forbearance
agreements or if those agreements expire.


MERRIMAN CURHAN: Could Collapse Due to Fraud Lawsuits
-----------------------------------------------------
Jenny Strasburg at the Wall Street Journal reports that Curhan
Merriman Ford Group Inc. said in August that it agreed to settle
$43.5 million in private legal claims and brought in new
investors, who are kicking in $10.2 million into the Company.  The
Journal relates that the investors in the private placement
include Ronald L. Chez, Thomas Unterberg, Andrew Arno, and Douglas
Bergeron.

The Journal states that Scott Cacchione, a retail broker at Curhan
Merriman, had stolen client records to help William J. "Boots" Del
Biaggio III, a Silicon Valley venture capitalist and former
minority owner of the San Jose Sharks National Hockey League team,
swindle loans from banks and other investors.  Regulators,
according to The Journal, said that Mr. Del Biaggio wanted to
fraudulently apply for loans from several community banks and
private individuals and was able to obtain more than
$45 million in personal loans using the false information, in part
to settle gambling debts.  The Journal says that Messrs. Cacchione
and Del Biaggio have pleaded guilty to securities fraud.
According to the report, U.S. Securities and Exchange Commission
matters involving the men, and a SEC investigation of Mr.
Merriman, are pending.

The Journal relates that Curhan Merriman paid out cash totaling
10% of $43.5 million in lawsuit claims plus undisclosed equity in
the firm.

The lawsuits related to the fraud could have been the end of
Merriman Curhan, The Journal says, citing Mr. Bergeron, who added
that "without a settlement, the company would go bankrupt."

The Journal notes that the effects of the scandal were devastating
for Curhan Merriman.  According to the report, Curhan Merriman
shares slumped and clients defected, making it hard for the
Company to raise capital as the economy soured.  Curhan Merriman,
says the report, let go about half its staff, and fought to keep
asset-management clients.

                   About Merriman Curhan Ford

Merriman Curhan Ford (Nasdaq: MERR) -- http://www.mcfco.com/-- is
a financial services firm focused on fast-growing companies and
the institutions that invest in them.  The company offers high-
quality investment banking, equity research, institutional
services and corporate & venture services, and specializes in five
growth industry sectors: CleanTech, Consumer, Media & Internet,
Health Care, Natural Resources and Technology.

As reported by the TCR on November 26, 2009, Merriman Curhan was
notified by the NASDAQ Stock Market that the Company is not
currently in compliance with NASDAQ listing rules.  The Company
reported a stockholders' deficit (negative stockholders' equity)
in its Form 10-Q for the quarter ended September 30, 2009, and no
longer satisfies the requirements of NASDAQ Listing Rule 5550(b).


MIGUEL RIVERA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Miguel Rivera
        5879 SW 178 Ave
        Southwest Ranches, FL 33331

Bankruptcy Case No.: 09-37806

Chapter 11 Petition Date: December 16, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Susan D. Lasky, Esq.
                  2101 N Andrews Ave #405
                  Wilton Manors, FL 33311
                  Tel: (954) 565-5854
                  Fax: (954) 462-8411
                  Email: slaskylbrpa@bellsouth.net

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

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

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

            http://bankrupt.com/misc/flsb09-37806.pdf

The petition was signed by Mr. Rivera.


NEUMANN HOMES: Cortland Settlement Approved by Court
----------------------------------------------------
Neumann Homes Inc. and its affiliated debtors have sued at least
27 municipality governments and school and water districts to
demand refunds of permit fees and cash bonds.

The Debtors paid the permit fees and deposited the cash bonds in
connection with their various residential development projects in
Wisconsin, Colorado, and Illinois.  In separate complaints filed
in the U.S. Bankruptcy Court for the Northern District of
Illinois, the Debtors alleged that the defendants refused to pay
when they sought refunds of permit fees and unused portion of cash
bonds.  The Debtors asserted the funds should be returned since
the projects have not been completed.

Following the filing of the complaint, the Bankruptcy Court sought
approval of a settlement with the municipal government of the Town
of Cortland, Illinois, providing for the dismissal of the Debtors'
claims against Cortland.  The Court approved the settlement.

The Debtors' Complaint against Cortland was declared closed
following the issuance of the Court order.

                       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)


NEW ENERGY SYSTEMS: To Acquire Shenzhen NewPower Tech for $14.7MM
-----------------------------------------------------------------
New Energy Systems Group has entered into an agreement to acquire
Shenzhen NewPower Technology Co., Ltd., a China-based manufacturer
of lithium ion batteries.  The cost of the acquisition will be
$14.7 million, comprised of $3.0 million in cash and 1.8 million
shares of New Energy's common stock with a value of $11.7 million
at $6.42 per share.  The transaction is expected to be completed
by year-end 2009.

Shenzhen NewPower Technology Co., Ltd. was founded in 2004 and is
a rapidly growing manufacturer of lithium ion batteries for cell
phones and other portable devices. The company's products range
from low end cell phone batteries, to state-of-the art, high
capacity batteries. The company has a longstanding reputation for
its advanced technology and high quality manufacturing
capabilities.

NewPower expects to generate revenue of approximately
$20.1 million in 2009 and $27.4 million in 2010.  NewPower expects
to generate net income of $1.5 million in 2009 and at least
$2.5 million in 2010.

Mr. Fushun Li, New Energy's Chief Executive Officer, commented,
"We have known NewPower's management for many years and are
excited to have them join our organization in what we expect to be
a seamless integration.  We are also pleased by NewPower's desire
to take most of their consideration in the form of New Energy
common stock, which reflects their confidence in New Energy's
future prospects."

Mr. Li continued, "The NewPower acquisition is strategically
important in enabling us to further vertically integrate our
business, which is a key differentiator for New Energy Systems
within the industry.  One example of the benefits of this vertical
integration is that since we will now be manufacturing lithium-ion
batteries from start to finish, the NewPower acquisition will
enable us to capture additional margin in our own finished battery
distribution business.  As a result of the acquisition synergies,
we expect NewPower will contribute more than the $2.5 million of
net income projected for 2010 on a standalone basis."

Mr. Li continued, "We are also excited about the opportunity to
expand NewPower through cross-selling and leveraging our strong
distribution networks.  As a result of NewPower's excess capacity,
we can rapidly increase production with minimal capital
expenditures.  Finally, we believe this acquisition illustrates
our ability to identify and acquire strategic businesses that
leverage our core strengths and further enhance our position in
the rapidly growing lithium ion battery industry."

                 About New Energy Systems Group

With offices in New York and Shenzhen, China, New Energy Systems
Group (OTCBB: NEWN) -- http://www.chinadigitalcommunication.com/
-- manufactures and distributes lithium ion batteries.  The
company assembles and distributes finished batteries through its
sales network and channel partners.  The company also sells high-
quality lithium-ion battery shell and cap products to major
lithium-ion battery cell manufacturers in China. The company's
products are used to power mobile phones, MP3 players, laptops,
digital cameras, PDAs, camera recorders and other consumer
electronic digital devices.

On November 17, 2009, China Digital obtained approval from FINRA
to change its name to New Energy Systems Group.  In conjunction
with the name change, the company's CUSIP number was changed to
643847106 and the stock began trading under the ticker symbol
"NEWN" on November 18.

At September 30, 2009, the Company had $17,622,130 in total assets
against $3,197,717 in total liabilities, all current.  At
September 30, 2009, the Company had accumulated deficit of
$4,660,858 and stockholders' equity of $14,424,413.

                          Going Concern

In its quarterly report on Form 10-Q, the Company said it believes
it has sufficient cash to continue its current business through
September 30, 2010, due to expected increased sales revenue and
net income from operations.  "However we have suffered recurring
losses in the past and have a large accumulated deficit.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said.

The Company has taken certain restructuring steps to provide the
necessary capital to continue its operations. These steps included
1) acquire profitable operations through issuance of equity
instruments, and 2) to continue actively seeking additional
funding and restructure the acquired subsidiaries to increase
profits and minimize the liabilities.


NORTEL NETWORKS: Gets Approval of Settlement With Flextronics
-------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors obtained
Bankruptcy Court approval of their settlement agreement with two
of their major suppliers, Flextronics Corp. and Flextronics
Telecom Systems Ltd., and of another agreement that would govern
the initial funding of their payment obligation under the
Flextronics Settlement.

The Debtors entered into the Flextronics Settlement in light of
the ongoing and future sales of their assets, including their
Enterprise Solutions, Optical Networking and Carrier Ethernet
businesses.

The Settlement resolves some of the claims held by the Debtors
and Flextronics in connection with the asset sales, including
prepetition claims related to open accounts receivable.

The Debtors also obtained the Bankruptcy Court's authorization to
file under seal some portions of the Agreements reportedly
containing "sensitive commercial information."

Canada-based Nortel Networks Corp. and its four affiliates also
sought approval of similar agreements before the Ontario Superior
Court of Justice, which oversees their insolvency cases under
Canada's Companies' Creditor Arrangement Act.  The Agreements
were approved by the Canadian Court on December 2, 2009.

Ernst & Young Inc., the firm appointed to monitor the assets of
the Canadian Nortel units, expressed support for the approval of
the Flextronics Agreements.

Under its 31s Monitor Report, Ernst & Young averred that a
settlement between Nortel and Flextronics would "provide market
confidence with respect to their ability to deliver a seamless
and efficient transition of a divestiture to a purchaser;" assist
in maximizing net proceeds from a divestiture; and minimize the
costs involved in transitioning the businesses.

                      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: Gets Court Nod of GSM Termination Fee Agreement
----------------------------------------------------------------
Nortel Networks Inc. and its units obtained approval from the
U.S. Bankruptcy Court of a GSM termination fee agreement entered
into by and among Nortel Networks Corporation, Nortel Networks
Limited, and Nortel Networks Inc., as main sellers, with
Telefonaktiebolaget LM Ericsson, as purchaser, dated November 24,
2009.

The GSM Termination Fee Agreement is related to the "North
American Purchase Agreement entered into by the Debtor Sellers
and Ericsson dated November 24, 2009, for the sale of the
Debtors' asserts related to their GSM/GSM-R Business.  Certain of
the Debtors' European affiliates and joint administrators also
entered into an independent Asset Sale Agreement, dated
November 24, 2009, with Kapsch Carriercom AG.

THE GSM Termination Fee Agreement specifically aims to address
certain issues raised by the parties' entry of the North American
Purchase Agreement.

Under the GSM Termination Fee Agreement, the parties covenant
that:

  -- NNI will file (1) a notice with the Bankruptcy Court to
     inform all parties-in-interest that upon completion of the
     Auction, Ericsson as purchaser has been designated by the
     Debtor Sellers as the Successful Bidder, (2) a motion with
     the Bankruptcy Court, seeking approval of the assumption
     and assignment procedures for certain contracts, (3) a
     notice of a proposed final sale order approving and
     authorizing the Sale, and (4) a motion for approval of the
     GSM Termination Fee Agreement.

  -- NNL and NNC will file (1) a motion with the Canadian Court,
     seeking approval of the Canadian Approval and Vesting Order
     Motion with respect to the Sale, and (b) a motion with the
     Canadian Court, seeking approval of the GSM Termination Fee
     Agreement.

  -- The Debtor Sellers will not withdraw the U.S. Sale Motion
     or the Canadian Approval and Vesting Order Motion with
     respect to the Sale.  The U.S. Sale Motion refers to that
     motion dated September 30, 2009, seeking approval the sale
     of the Debtors' GSM/GSM-R Business.

  -- Subject to the availability of the Bankruptcy Court, NNI
     will use reasonable best efforts to prosecute and seek
     approval of each of the Assignment Procedures Motion, the
     GSM Termination Fee Agreement Motion and the U.S. Sale
     Motion with respect to the Sale by December 2, 2009,
     provided that if the Bankruptcy Court approves the Sale and
     grants the relief sought by the U.S. Sale Motion and the
     Canadian Court approves the Sale and grants the relief
     sought in the Canadian Approval and Vesting Motion prior to
     the approval of the Motion, the parties agree that NNI may
     withdraw the Motion without incurring any obligation to pay
     the Termination Fee.

The parties further agree that in the event of a breach by the
Debtor Sellers of their obligations under the GSM Termination Fee
Agreement, Ericsson, as purchaser, will provide written notice to
the Sellers of that breach.  If the Sellers fail to cure that
breach within one business day of actual receipt of the Breach
Notice, the Sellers will pay to the Purchaser, as the sole and
exclusive remedy of the Purchaser, in immediately available funds
within two business days following that event, a cash fee of
$3.09 million.

The Sellers' obligation to pay the Termination Fee will, to the
extent owed by the U.S. Debtors, constitute allowed
administrative expense claims against the U.S. Debtors under
Section 503(b) of the U.S. Bankruptcy Code and will be entitled
to a first priority Lien on the proceeds of an Alternative
Transaction, if any.  An "Alternative Transaction" refers the
sale, transfer or other disposition, directly or indirectly,
including through an asset sale, stock sale, merger, amalgamation
or other similar transaction, of all or a material portion of the
Business or all or a material portion of the Assets in a
transaction or a series of transactions with one or more Persons
other than the Purchaser, Kapsch or their affiliates.

Andrew R. Remming, Esq., at Morris, Nichols, Arhst & Tunnell LLP,
in Wilmington, Delaware, asserts that the purpose of the GSM
Termination Fee Agreement is to ensure that the Debtors take all
necessary and reasonable steps to ensure that the North American
Purchase Agreement is approved by the Bankruptcy Court in a
timely manner.  The Termination Fee, he maintains, provides the
Purchaser with an appropriate remedy for liquidated damages in
the event that the Debtors fail to fulfill their obligations
under the Fee Agreement.

                      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: Gets Nod for Asia Restructuring Agreement
----------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors obtained approval
of the U.S. Bankruptcy Court for the District of Delaware of an
agreement they entered into with their units in the Asia Pacific
region.

The parties entered into the deal to address the financial
difficulties being faced by the APAC units as a result of the
bankruptcy and insolvency cases commenced by NNI and its U.S. and
foreign affiliates.  It establishes a structure that would enable
the APAC units to restructure their debt.

Canada-based Nortel Networks Corp. and its four affiliates also
filed a motion in the Ontario Superior Court of Justice to
approve the Asia Restructuring Agreement.  The Canadian Court has
yet to issue an order authorizing the Agreement.

Ernst & Young Inc., the firm appointed to monitor the assets of
the Canadian companies, expressed support for the approval of the
Restructuring Agreement.  In its 30th Monitor Report, the firm
said the Agreement, if approved, would provide value to the
Canada-based Nortel affiliates, including initial realizations of
about $15 million and participation of the APAC units in future
global business and assets sales transactions.

The deal is formalized in a 45-page agreement referred to as the
Asia Restructuring Agreement, a copy of which is available for
free at http://bankrupt.com/misc/Nortel_AsiaRestucturingAgrmt.pdf

The key terms of the Asia Restructuring Agreement are:

  (1) A portion of each APAC unit's prepetition intercompany
      debt will be repaid to NNI and its affiliates.

  (2) A further portion of each APAC unit's prepetition
      intercompany debt will be repayable in monthly amounts but
      only to the extent of the unit's net cash balance, after
      provision for its estimated working capital requirements,
      certain estimated severance payments and costs for
      reinstatement of leased premises, estimated future taxes
      and certain other specified costs, expenses and
      provisions.

  (3) The remainder of each APAC unit's prepetition intercompany
      debt will be subordinated and postponed to the prior
      payment in full of other debts including obligations owed
      to some non-filed Nortel affiliates and non-affiliated
      third parties; intercompany obligations incurred after
      January 14, 2009; and the portions of prepetition
      intercompany debt to be repaid.

  (4) The APAC units will appoint Ernst & Young Solutions LLP as
      their restructuring manager to provide financial
      consulting and advisory services.

  (5) The APAC units will cooperate and participate in the sale
      of global businesses or other assets to third parties.  In
      furtherance of these global sale transactions, the APAC
      units will enter into future agreements to terminate
      intellectual property licenses extended to them by the
      Canada-based Nortel units.  Participation in the global
      sale transactions by the APAC units will not be
      conditioned upon minimum allocation of sale proceeds from
      those transactions.

  (6) Implementation of the Asia Restructuring Agreement is
      conditioned on the approval of the Ontario Superior Court
      of Justice and the Bankruptcy Court and if so sought, a
      direction of the English Court confirming that the
      administrators of Nortel's European affiliates are at
      liberty to enter into the Asia Restructuring Agreement on
      behalf of each of the European affiliate, excluding Nortel
      Networks S.A.

      In addition, the participation of some APAC units in the
      restructuring and other matters provided for in the Asia
      Restructuring Agreement is conditioned on regulatory
      approvals in their respective jurisdictions of
      incorporation.

                      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: Jan. 25 Claims Bar Date Set for CALA
-----------------------------------------------------
At the behest of Nortel Networks (CALA) Inc. and its affiliated
debtors, the U.S. Bankruptcy Court for the District of Delaware
has established January 25, 2010, as the deadline for creditors
holding prepetition claims against NN CALA to file their proofs
of claim.

Under U.S. bankruptcy laws, any creditor asserting prepetition
claim against a debtor, which is not listed in that debtor's
schedules of assets and liabilities or which is listed as
disputed, contingent or unliquidated, is required to file a proof
of claim by the deadline fixed by the bankruptcy court.

For creditors whose claims stemmed from the rejection of their
unexpired leases and executory contracts, the deadline for filing
their proofs of claim against NN CALA will be the later of (i)
January 25, 2010; (ii) 30 days after the Court authorizes the
rejection; or (iii) 35 days after of a notice of rejection.  For
creditors whose scheduled claims have been amended, they will
have 20 days after service of a notice of the amended schedules
to file a proof of claim.

           Requirements for Filing Proofs of Claim

Creditors are required to submit their proofs of claim to Epiq
Bankruptcy Solutions LLC, the Debtors' claims agent.

If by first-class mail, the proof of claim must be sent to:

  Nortel Networks Inc. Claims Processing Center
  c/o Epiq Bankruptcy Solutions, LLC
  FDR Station, P.O. Box 5075
  New York, NY 10150-5075

If by hand delivery or overnight courier, the proof of claim must
be sent to:

  Nortel Networks Inc. Claims Processing Center
  c/o Epiq Bankruptcy Solutions, LLC
  757 Third Avenue, 3rd Floor
  New York, NY 10017

Proofs of claim forms sent by facsimile or telecopy will not be
accepted.  All proofs of claim will be deemed timely filed only
if actually received by Epiq on or before 4:00 p.m. prevailing
Eastern Time on the Bar Date.

These creditors are not required to file a proof of claim:

  (1) Any creditor that has already filed a proof of claim
      against NN CALA with the Clerk of the Bankruptcy Court or
      Epiq in a form substantially similar to the official claim
      form.

  (2) Any creditor whose claim is listed in NN CALA's schedules
      of assets and liabilities provided that the claim is not
      scheduled as disputed, contingent or unliquidated; who
      does not disagree with the amount, nature and priority of
      the claim as stated in the schedules; and who does not
      dispute that the claim is an obligation of NN CALA against
      which the claim is listed in the schedules.

  (3) Any holder of a claim against NN CALA that has been
      allowed by order of the Court.

  (4) Any creditor whose claim has been paid in full by NN CALA
      pursuant to a court order.

  (5) Any holder of a claim for which specific deadlines have
      previously been fixed by the Court.

  (6) Any debtor, non-debtor affiliates of Nortel Networks Inc.,
      Canada-based Nortel Networks Corporation and their
      subsidiaries which hold claims against NN CALA.

  (7) Any creditor that has a claim against the non-debtor
      affiliates or subsidiaries of the Debtors;

  (8) Any holder of a claim allowable as an administrative
      expense.

  (9) Any claim of officers and directors, who are officers and
      directors as of August 1, 2009, for indemnification and
      contribution on account of their service to NN CALA or any
      of its non-debtor affiliates; and

(10) Holders of equity security interests in NN CALA need not
      file proofs of interest with respect to the ownership of
      the equity interests, provided that if any holder asserts
      a claim against NN CALA that arises out of or relates to
      the ownership of an equity interest, a proof of claim must
      be filed on or prior to January 25, 2010.

             Notice for Filing Proofs of Claim

The Debtors will mail notices for filing proofs of claim to the
U.S. Trustee, attorneys for the Official Committee of Unsecured
Creditors, and all known creditors of NN CALA, among others.

The Debtors will also cause to have the Bar Date Notice published
in the national and global editions of The Globe and Mail and The
Wall Street Journal at least 30 days before January 25, 2010.

                      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)


NORTH RIVER DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: North River Development LLC
        18881 Von Karman #1600
        Irvine, CA 92612

Bankruptcy Case No.: 09-23992

Chapter 11 Petition Date: December 16, 2009

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

Judge: Robert N. Kwan

Debtor's Counsel: Renee M. Daughetee, Esq.
                  The Daughetee Law Firm
                  18881 Von Karman Ave #1600
                  Irvine, CA 92612
                  Tel: (949) 608-0832
                  Fax: (949) 681-8065

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

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

According to the schedules, the Company has assets of $4,000,000,
and total debts of $3,500,000.

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

The petition was signed by Gloria Sarno, president/managing member
of the Company.


NOVA HOLDING: Wants Ch. 11 Plan Filing Extended Until March 1
--------------------------------------------------------------
Nova Holding Clinton County LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to propose a chapter 11 plan of reorganization or
liquidation and solicit acceptances of that plan until March 1,
2010, and April 30, 2010, respectively.

In their request for a second extension, the Debtors relate that
they are in engaged in the process of closing the sale of Nova
Biofuels Seneca, LLC, and Nova Biosource Technologies, LLC, to
Clinton County Bio Energy, LLC.  The Debtors add that after the
sale completion, they will complete the analysis and negotiations
with their major creditor constituencies with respect to the
proposed chapter 11 plan.

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain affiliates filed for Chapter 11 protection on
March 30, 2009 (Bankr. D. Del. Lead Case No. 09-11081).  Michael
B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz,
Esq., at Blank Rome LLP, in Philadelphia, represent the Debtors as
counsel.  David W. Carickhoff, Esq., at Blank Rome LLP, is
Delaware counsel to the Debtors.  The Debtors listed between
$10 million and $50 million each in assets and debts.


NTK HOLDINGS: Emerges From Chapter 11 after 57 Days
---------------------------------------------------
Nortek, Inc. and its affiliated domestic companies announced they
have completed their financial restructuring and emerged from
bankruptcy.

The emergence, which came only 57 days after the filing of a
prepackaged plan of reorganization, follows confirmation of the
plan on December 4, 2009 by Judge Kevin J. Carey of the United
States Bankruptcy Court for the District of Delaware. The
reorganization plan did not involve Nortek's international
subsidiaries, which have continued to operate in the normal course
of business.

As a result of the reorganization, approximately $1.3 billion of
debt has been eliminated.

Nortek, through its various subsidiaries, is a leading diversified
global manufacturer of innovative, branded residential and
commercial ventilation, HVAC and home technology convenience and
security products.

Richard L. Bready, Chairman and Chief Executive Officer, said,
"This reorganization process has clearly made Nortek a financially
healthier and stronger company that is better positioned for the
future. We were able to achieve our goal of successfully emerging
from prepackaged bankruptcy in a short period of time due, in
large part, to the extraordinary cooperation of our bondholders
and lenders. We sincerely appreciate the support we also received
from employees, customers, suppliers, and various business
partners.

"The success of the financial restructuring, together with a new
$250 million asset-based credit facility that is now available for
general business operations, provides Nortek with the necessary
flexibility to meet its liquidity needs and fund future growth
opportunities. With the restructuring behind us, my senior
management team and I look forward to continuing to provide market
leading products and service to loyal customers around the world,"
Mr. Bready added.

Throughout the restructuring process Nortek was able to operate in
the normal course of business, pay its employees wages and
benefits, pay suppliers and vendors and fulfill all customers
programs and product warranties.

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.  Nortek's financial advisers were the
Blackstone Group and Alix Partners LLP.

NTK Holdings and its units had assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NUMOBILE INC: Sept. 30 Balance Sheet Upside-Down by $4.5-Million
----------------------------------------------------------------
Numobile, Inc.'s consolidated balance sheets at September 30,
2009, showed total assets of $2,222,703 and total liabilities of
$6,763,901, resulting in a $4,541,198 stockholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $501,772 in total current
assets available to pay $6,763,901 in total current liabilities.

The Company reported a net loss of $504,076 on revenues of $9,649
for the three months ended September 30, 2009, compared with a net
loss of $247,079 on revenues of $1,651 for the same period of
2008.

The Company reported a net loss of $646,329 on revenues of $11,259
for the nine months ended September 30, 2009, compared with a net
loss of $619,339 on revenues of $6,001 for the same period last
year.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4bd9

                       Going Concern Doubt

The Company incurred a net loss for the nine months ended
September 30, 2009, of $646,329, and at September 30, 2009, had an
accumulated deficit of $8,637,385 and a working capital deficit of
$6,262,129.  These conditions raise substantial doubt as to the
Company's ability to continue as a going concern.  Management
believes that it can continue to raise equity or debt financing to
support its operations or find an acquisition candidate to
complete a merger.

                       About Numobile Inc.

Based in Louisville, Kentucky, Numobile, Inc. (OTC BB: NUBL) is a
reporting company under the federal securities laws.  The Company
was organized under the laws of Nevada on March 25, 1999.

Following its incorporation, NuMobile entered into the
"pinhooking" and racing of thoroughbred horses.  To date,
substantially all of NuMobile' revenues have been generated from
the pinhooking of thoroughbred horses.

During 2003, the Company discontinued all pinhooking activities
and liquidated its remaining horse inventory.  Going forward, the
Company expects to generate revenues and profits when applicable
from its investments in online account wagering, gaining
and other various forms of legalized gambling.


OIKON HOTELS DESTIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Oikon Hotels Destin, LLC
          dba Hampton Inn & Suites Destin-Sandestin Area
          dba Hampton Inn & Suites
        1919 Oxmoor Rd., Suite 273
        Birmingham, AL 35209

Bankruptcy Case No.: 09-32441

Chapter 11 Petition Date: December 2, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: Edward J. Peterson, III, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 E. Madison St., #200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: epeterson.ecf@srbp.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/flnb09-32441.pdf

The petition was signed by Warren D. Beason, president of the
company.


PACIFIC ENERGY: Miller Energy Buys US$300MM++ Oil and Gas Assets
----------------------------------------------------------------
Miller Petroleum, Inc. dba Miller Energy Resources has acquired
certain former Alaskan assets of Pacific Energy Resources through
a Chapter 11 proceeding in Delaware.

Miller has acquired total reserves of over 13.2 million barrels of
oil and 15.5 BCF of natural gas, including total proved reserves
of 5.6 million barrels of oil and 3.7 BCF of Natural Gas.  The
discounted net present value of the Alaska reserves that Miller
has acquired is over $325 million dollars, including $119 million
dollars of proven reserves, $185 million of probable reserves and
$23 million in possible reserves.

In addition, Miller has acquired onshore and offshore production
and processing facilities, an offshore energy platform, over
600,000 net acres of land with thousands of acres of 3-D geologic
seismic data, miscellaneous roads, pads and facilities all of
which originally cost almost $300 million to build and install
over the last 5 years.

Miller will operate the facilities through its 100% owned
subsidiary, Cook Inlet Energy LLC ("Cook") , which has been
approved by the State of Alaska as the long-term operator for the
Alaskan oil and gas wells.  Miller has hired through Cook, the
operating team who had overseen the operations of these assets
from early 2000 until the present.

                      Acquisition Details

Miller Energy Resources paid a total of $2.25 million dollars for
the Alaskan oil and gas assets, and an additional $2.22 million
dollars for contract cure payments, bonds and other local, federal
and State of Alaska requirements to operate the facilities.
Miller's acquisition multiples of the Purchase/Reserves is $0.35
per Proved MBOE and $0.06 per Proved MCFE.  Including Proved,
Probable and Possible Reserves makes the acquisition multiples of
this purchase only $0.14 per BOE and $0.023 per MCFE.

The Alaska assets and reserves provide Miller with target reserves
and production in the Cook Inlet region of Alaska located
approximately 65 miles southwest of Anchorage, Alaska.  These
assets include, but are not limited to West McArthur River Unit,
the Redoubt Unit, the Kustatan Field, the Kustatan Production
Facility, the West Foreland Field, the Three Mile Creek Field, the
Sabre Field, the Valkyrie Field, and certain other leases and
rights-of-way, platforms, wells, equipment and other property in
the Cook Inlet region

The acquisition increases Miller's total reserves 32 times, from
0.504 MMBOEs to 16.330 MMBOEs, and increases the Net Present Value
(discounted at 10%) of Revenue of Miller's Oil and Gas Reserves
from $4.99 million dollars (before the acquisition) to
$331.13 million dollars at closing, an increase of 66 times.
Miller has increased its acreage from 54,506 net acres (pre-
acquisition) to 656,506 net acres at closing. Similarly, the
acquisition improves Miller's Balance Sheet.

The Alaska assets that Miller acquired from Pacific Energy were
originally acquired from Forest Oil Corp. in 2007 for
$464 million.  In 2009, Pacific Energy declared bankruptcy and
later abandoned its assets in Alaska in September 2009.  In
October 2009, Miller entered into an agreement to acquire the
majority of Pacific Energy's Alaskan assets.  In November 2009,
the U.S. Bankruptcy Court approved the sale and the acquisition
closed on December 11, 2009.  Also on December 10, 2009, Miller
Petroleum, Inc. acquired 100% of the membership interests in Cook
Inlet Energy, LLC, an Alaska limited liability company from its
members.  As consideration, Miller issued the sellers, who were
unrelated third parties, stock warrants to purchase three million
five hundred thousand (3,500,000) shares of Miller common stock,
plus $250,000 and certain expense related to the acquisition.

Also, in a related transaction, Miller issued a 6% Convertible
Secured Promissory Note program ("Note") raising approximately
$3 million dollars.  The offering was oversubscribed.  Miller
utilized the proceeds from this offering to provide acquisition
and working capital.  The Note contains a convertible feature has
the right to convert into shares of Miller's Common Stock at a 10%
discount on the date of issuance.

Vulcan Capital Corporation served as advisor on this transaction
for Miller.  Sullivan, Hazeltine, Allinson LLC served as
Bankruptcy Counsel for Miller.

              Miller's Reaction to the Acquisition

This acquisition marks the third and largest acquisition by Miller
since Scott M. Boruff assumed the Chief Executive position of
Miller in August 2008.  "The good news just keeps coming at
Miller," noted Scott Boruff, "in the past year our shareholders
have seen an increase of over 140% on their stock in the past
year.  This new acquisition should continue the strong improvement
in Miller's value for our shareholders.  Miller is very pleased to
have been able to acquire these high-value Alaska energy assets at
an extremely attractive value."

"The results of these acquisitions increases our reserves by 32
fold and significantly strengthens our balance sheet," commented
Boruff, "Initial production is estimated to be 280 barrels of oil
a day.  Our three month target is over 800 barrels a day with a
goal of pushing production over 1,100 barrels daily by the fourth
quarter of 2010 which would generate more than $30 million dollars
annually in gross revenue for Miller."

                     About Pacific Energy

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.


PACIFIC ETHANOL: Court Approves to Open Burley Ethanol Plant
------------------------------------------------------------
The Bankruptcy Court has approved the plan of Pacific Ethanol Inc.
to reopen its 60-million gallon per year ethanol plant in Burley
at the first of the year.  The Burley plant is one of the four
facilities of the company suspended production, according to
Magicvalley.com.  The Company can now hire between 35 and 40
employees, according to the report.

Pacific Ethanol is the largest West Coast-based marketer and
producer of ethanol.  Pacific Ethanol has ethanol plants in Madera
and Stockton, California; Boardman, Oregon; and Burley, Idaho.
Pacific Ethanol also owns a 42% interest in Front Range Energy,
LLC, which owns an ethanol plant in Windsor, Colorado.  Pacific
Ethanol has achieved its goal of 220 million gallons per year of
ethanol production capacity in 2008.  In addition, Pacific Ethanol
is working to identify and develop other renewable fuel
technologies, such as cellulose-based ethanol production and
bio-diesel.

The Company has assets of $548,063,000 against total debts of
$362,630,000 as of September 30, 2009.  It has $11,336,000 in cash
and cash equivalents as of Sept. 30.

Five indirect wholly owned subsidiaries of Pacific Ethanol, Inc.
-- Pacific Ethanol Holding Co. LLC, Pacific Ethanol Madera LLC,
Pacific Ethanol Columbia, LLC, Pacific Ethanol Stockton, LLC and
Pacific Ethanol Magic Valley, LLC -- commenced a case by filing a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code before the United States Bankruptcy Court for the District of
Delaware on May 17, 2009.

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PENN TRAFFIC: Golub Corp. Wants to Buy 22 Stores for $54 Mil.
-------------------------------------------------------------
Michael DeMasi at The Business Review says The Golub Corp. said it
wants to purchase 22 P&C supermarkets for $54 million that
replaces the initial offer for four stores at $12.3 million, and
convert them to Price Chopper stores.  Objections to the sale are
due by Jan. 4, 2010.

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.;
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PILGRIM'S PRIDE: Amends & Assumes Wachovia Leases
-------------------------------------------------
Pilgrim's Pride Corp. and its units sought and obtained the
Court's authority to amend Wachovia Financial Services Leases and
Schedules, and assume the Wachovia Leases and Schedules as
amended.

Prior to the Petition Date, the Debtors and Wachovia enter into
various lease agreements and schedules pursuant to which Wachovia
leases various equipment to the Debtors.

The equipment consists of important and necessary processing and
transportation equipment.  A summary of the Wachovia Leases and
Schedules is available for free at:

         http://bankrupt.com/misc/PPC_WFSLeases&Scheds.pdf

David W. Parham, Esq., at Baker & McKenzie LLP, in Dallas, Texas,
says the Wachovia Leases and Schedules are vital to the Debtors'
business.  The Wachovia Leases and Schedules are the product of
longstanding relationship between the Debtors and Wachovia.  A
suitable alternative is not available, he avers.

According to Mr. Parham, the Debtors did not make certain
payments to Wachovia when due and owing under the Wachovia Leases
and Schedules.  The aggregate sum of the missed payments is
approximately $351,701 exclusive of property tax.

The Debtors and Wachovia have entered into a proposal letter to
amend the Wachovia Leases and Schedules and for the Debtors to
assume the Wachovia Leases and Schedules, as amended, which
provides, among others:

* the Wachovia Leases and Schedules will be assumed, as
   amended;

* for any Wachovia Lease and Schedule that has matured or is
   due to mature by December 31, 2009, the Debtors and Wachovia
   will enter into discussions to either (i) have the Debtors
   purchase the assets for cash or (ii) provide a lease renewal
   under mutually acceptable terms.  If no agreement is reached,
   the maturities and related obligations will remain in place;

* the Debtors will pay $365,904 to WFS for Missed Payments as
   well as property tax in accordance with the terms provided in
   the Proposal Letter/Amendment Agreement as cure of monetary
   defaults under the WFS Leases and Schedules;

* all other defaults must be paid upon assumption;

* the transaction must close, the Court order approving
   assumption entered, the Wachovia Leases and Schedules assumed
   on or before December 31, 2009;

* the Wachovia Leases and Schedules will contain cross-default
   and cross collateral provisions with each other; and

* the Debtors will release Wachovia from all claims and causes
   of action related to the Wachovia Leases and Schedules and
   lease transactions, and all claims and cause of action
   arising under the Bankruptcy Code.

                    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 Sell Ownership Interest in Italianni's
----------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Pilgrim's Pride
Corp. and its units seek the Court's authority to transfer for
$30,000 to Remigio S. de R.L. de C.V. these trademarks free and
clear of all liens, claims and encumbrances:

(a) "Italianni's", U.S. Registration No. 1,795,411

(b) "Italianni's" and design, U.S. Registration No. 2,242,308,
      and

(c) "Italianni's Pasta Pizza & Vino and design, U.S.
      Registration No. 2,413,327.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, narrates that Hester Industries, Inc., is the
Debtors' predecessor-in-interest as to the Trademarks and License
Agreements.  Hester owned the Trademarks and licensed them to TGI
Friday's and the Assignee under the License Agreements.  Since
2001, the Trademarks have been used exclusively in connection
with the operation of Italian restaurants.  TGI Fridays of
Minnesota, Inc., had the right to use the Trademarks at three
locations -- Orlando, Florida; Hurst, Texas; and Plymouth,
Minnesota -- but no longer uses the Trademarks, except in
connection with a sublicense it has granted to the operator of a
restaurant in Hurst, Texas.

The Assignee has the right to use the Trademarks for restaurants
in all other U.S. and non-U.S. locations, Mr. Youngman states.
The Debtors acquired Hester, and, consequently, the Trademarks
and License Agreements, through the acquisition of ConAgra on or
about November 23, 2003.  On November 25, 2003, Hester changed
its name to PPC of West Virginia, Inc., and as part of an
internal restructuring, PPC of West Virginia, Inc., transferred
the Trademarks and License Agreements to PPC Marketing on
October 1, 2004.

Mr. Youngman says none of the Debtors has ever used the
Trademarks except to continue to license them under the License
Agreements.  The License Agreements do not produce significant
income for PPC Marketing, he says.  The Debtors estimate an
average of $3,000 to $5,000 per year in income from the License
Agreements.

The Assignee, who actively uses the Trademarks in the operation
of restaurants outside of the U.S., has offered to purchase the
Trademarks and to take over all obligations of a licensor under
the License Agreements, Mr. Youngman avers.  The Trademarks have
the greatest value to the Assignee, who is currently using them
in the operation of its restaurants.

According to Mr. Youngman, the value of the Trademarks is
relatively low in relation to the Debtors' business and other
assets.  Thus, the Debtors believe that the delay and costs
associated with an auction process would reduce any benefit to be
derived through a public sale of Trademarks and believe that the
costs are not warranted or necessary in this instance.  The
Debtors submit that a private sale of the Trademarks is the best
way to maximize their value, Mr. Youngman asserts.

The Debtors believe that the Assignee has the greatest interest
in the Trademarks and that no other party would be willing to pay
more for them.  The Debtors submit further that a private sale of
the Trademarks under these terms is in the best interests of the
Debtors' estates.

Currently, other than the liens of the postpetition lenders, the
Debtors are not aware of any liens or interests held by any party
in respect of the PPC Marketing's rights to the Trademarks.  The
proposed sale is conditioned on consent of the postpetition
lenders, Mr. Youngman says.

In this regard, the Debtors ask the Court to authorize the sale
of the Trademarks free and clear of any and all liens, claims and
encumbrances, with any of these to be transferred and attached to
the net proceeds of the sale, with the same validity and priority
that the liens, claims and encumbrances had against the rights to
the Trademarks.

                    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: Wants to Assume Farm Credit Leases
---------------------------------------------------
Pilgrim's Pride Corp. and its units seek the Court's approval of
amendments to their leases with Farm Credit Leasing Services
Corporation, and the Debtors' assumption of those Leases and
Schedules, as amended.

David W. Parham, Esq., at Baker & McKenzie LLP, in Dallas, Texas,
informs the Court that prior to the Petition Date, Pilgrim's
Pride Corporation and Farm Credit entered into various lease
agreements and schedules pursuant to which Farm Credit leased
various equipment to PPC.  The equipment consists of important
and necessary processing and transportation equipment.  The Farm
Credit Leases and Schedules are the product of a longstanding
relationship between PPC and Farm Credit.  A suitable alternative
is not available, he stresses.

PPC did not make certain postpetition payments due and owing
under the Farm Credit Leases and Schedules, Mr. Parham relates.

The Debtors and Farm Credit have entered into a proposal letter
to amend the Farm Credit Leases and Schedules and for PPC to
assume the Farm Credit Leases and Schedules, as amended.

The proposal letter provides, in part that:

* the Farm Credit Leases and Schedules will be assumed, as
   amended;

* the Postpetition Missed Payments will be placed to the end of
   the Farm Credit Leases and Schedules by extending the term
   accordingly;

* Farm Credit will maintain its current return on each Farm
   Credit Leases and Schedules resulting in a slight increase to
   monthly rental payments;

* for any Farm Credit Lease and Schedule that has matured or is
   due to mature by December 31, 2009, PPC will buy-out the
   lease schedule based upon the calculated buy-out amount per
   the lease schedules;

* all unpaid property tax will be paid at closing;

* all other defaults must be paid upon assumption;

* the transaction must close, the court order approving
   assumption entered, and the Farm Credit Leases and Schedules
   assumed on or before December 31, 2009; and

* the Debtors will release Farm Credit from all claims and
   causes of action related to the Farm Credit Leases and
   Schedules and lease transactions, and all claims and causes
   of action arising under the Bankruptcy Code.

                    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.


PRECISION PARTS: Pursuing Fourth Exclusivity Extension
------------------------------------------------------
Bill Rochelle at Bloomberg News reports Precision Parts
International Services Corp. has asked the U.S. Bankruptcy Court
to extend its exclusive period to propose a Chapter 11 plan until
March 15.  The Debtor's fourth request for an extension is
scheduled for hearing on Jan. 5.

PPI sold its business in March.  PPI says it's working with
creditors on a plan after negotiating a settlement with the
secured lender that "yielded several hundred thousand dollars
of cash for the estate" out of sale proceeds of $18.5 million.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  PPI and its units operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on their behalf by Intermex Manufactura de Chihuahua under a
shelter and logistics agreement.

The Company and eight of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  Attorneys at Pepper Hamilton LLP are bankruptcy
counsel to the Debtors.  Alvarez & Marsal North America LLC is the
Debtor's financial advisors and Kurtzman Carson Consultants LLC is
the claims, noticing and balloting agent.  When PPI Holdings, Inc.
filed for protection from its creditors, it listed assets of
between $100 million and $500 million, and the same range of debt.


PROTOSTAR LTD: SES' $185MM Cash Offer Wins Protostar 2 Auction
--------------------------------------------------------------
Global satellite operator SES S.A. (Paris:SESG) (LuxX:SESG)
announced that its SES Satellite Leasing business unit in the Isle
of Man was selected as the successful bidder in yesterday's public
auction for the Protostar 2 satellite with a US$185 million, all
cash offer.  Upon conclusion of the transaction, Protostar 2 will
be integrated into the global satellite fleet of SES WORLD SKIES
to provide incremental capacity over Asia.

Protostar 2, built by Boeing, carries 22 physical Ku-Band
transponders as well as 10 S-band transponders. The satellite was
launched in May this year onboard a Proton rocket and is expected
to provide at least 15-years of operational service.

"SES WORLD SKIES already has a thriving video neighborhood in the
immediate vicinity of Protostar 2 as well as appropriate orbital
rights that allow for expansion" said Rob Bednarek, President and
CEO of SES WORLD SKIES.  "By acquiring a healthy satellite in
orbit we are fast-tracking future revenue growth and providing our
customers with incremental capacity while reinforcing our
commitment to the continued development of the Asian direct-to-
home (DTH) market".

The transaction is subject to certain regulatory and bankruptcy
court approvals.

                             About SES

SES (Paris:SESG) (LuxX:SESG) wholly owns the market-leading
satellite operators SES ASTRA and SES WORLD SKIES, 90% of SES
SIRIUS in Europe, and participations in Ciel in Canada and
QuetzSat in Mexico. SES provides outstanding satellite
communications solutions via a global fleet of 40 satellites in 26
orbital locations. For further information, see
http://www.ses.com/

                       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.


PSYSTAR CORP: Barred by Court from Infringing on Apple Software
---------------------------------------------------------------
Dow Jones reports that a federal judge issued a permanent
injunction order against Psystar Corp. that prohibits it from
copying, selling or creating derivative works based on Apple
Inc.'s software, saying that the injunction is both equitable and
reasonable to prevent further infringement of Apple's copyrights.

Psystar has until Dec. 31, 2009, to comply with the new ground
rules, the source says.

Doral, Florida-based Psystar Corp. makes computers that are
capable of running Apple Inc.'s Macintosh operating system.  It
sells its computer over the Internet.  The Company filed for
Chapter 11 bankruptcy protection on May 21, 2009 (Bankr. S.D. Fla.
Case No. 09-19921).  The Company listed up to $50,000 in assets
and $100,000 to $500,000 in liabilities.


QUIGLEY CO: Chapter 11 Confirmation Plan Process Nearing End
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that following a 14-day
trial, U.S. Bankruptcy Judge Stuart Bernstein heard closing
arguments on Quigley Co.'s proposed Chapter 11 plan.

Objectors argue bankruptcy law is being used improperly to shield
Pfizer Inc. from liability.  The question to be decided by U.S.
Bankruptcy Judge Stuart Bernstein is whether the special asbestos
provisions in bankruptcy law require the bankrupt company to
continue in business after emerging from reorganization.  Final
papers will be filed in January, with the judge to rule later.

Quigley was acquired by Pfizer in 1968 and sold small amounts of
products containing asbestos until the early 1970s. In September
2004, Pfizer and Quigley took steps that were intended to resolve
all pending and future claims against the Company and Quigley in
which the claimants allege personal injury from exposure to
Quigley products containing asbestos, silica or mixed dust.
Quigley filed for bankruptcy in 2004 and has a Chapter 11 plan and
a settlement with Chrysler.

Quigley has filed a plan, which was accepted by the required
majorities of creditors, creates trusts to take over asbestos
liability and in the process shield New-York-based Pfizer from
claims.

Under the proposed Chapter 11 plan, Pfizer is paying about
$450 million into a trust to satisfy claims about products for
which it allegedly has derivative liability.  According to
Bloomberg's Tiffany Kary, the "channeling injunction" of the
Bankruptcy Code would direct all future claims into the trust,
covering death or personal injury claims related to Insulag,
Panelag and Damit, products for the steel industry that contained
asbestos and were made from the time of World War II to the 1970s.

Certain of the asbestos claimants have questioned the deal.  An ad
hoc group of so-called asbestos victims, representing 30,000
individuals, said Pfizer's liability could exceed $5 billion, and
has questioned whether it can use the bankruptcy code to shield
itself. Pfizer said in court documents that the $5 billion number
is "meritless."

                      About Quigley Company

Quigley Company, Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 on Sept. 3, 2004 (Bankr.
S.D.N.Y. Case No. 04-15739) in order to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Asbestos victims and Pfizer have negotiated a settlement which
calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.


RING PRODUCTIONS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ring Productions, LLC
        10421 Fern Hill Dr
        Riverview, FL 33578

Bankruptcy Case No.: 09-28615

Chapter 11 Petition Date: December 16, 2009

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

Debtor's Counsel: Richard J. McIntyre, Esq.
                  McIntyre, Panzarella, Thanasides & Eleff
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  Email: rich@mcintyrefirm.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
3 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flmb09-28615.pdf

The petition was signed by Lance Ringhaver, president of the
Company.


ROARING FORK: Inability to Pay Debt Cues Chapter 11 Filing
----------------------------------------------------------
John Stroud at Post Independent, citing court documents, reports
that Roaring Fork Lodge made a voluntary filing under Chapter 11
in the U.S. Bankruptcy Court for the District of Denver because
the company is insolvent and unable to pay its debts when due.

The Company owed $213 million to creditors including $114,388 to
S-Arch; $52,210, McGlamery Structural Group Inc.; $35,000, Neenan
Construction of Fort Collins; and $12,000, Red Mountain Civil of
Silt, Mr. Stroud says.  The company has assets of between
$1 million and $10 million, he adds.

Based in Denver, Colorado, Roaring Fork Lodge is a real estate
developer.


RONALD STEPHEN MYERS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Ronald Stephen Myers
          dba George Myers Livestock
        3803 Oak Valley Drive
        Knoxville, TN 37918

Bankruptcy Case No.: 09-36557

Debtor-affiliate filing separate Chapter 11 petition December 1,
2009:

        Entity                                     Case No.
        ------                                     --------
George Arnold Myers                                09-34803

Debtor-affiliate filing separate Chapter 11 petition November 30,
2009:

        Entity                                     Case No.
        ------                                     --------
Union Live Stock Yards, Inc.                       09-36495

Chapter 11 Petition Date: December 1, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  Hagood, Tarpy & Cox PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  Email: ltarpy@htandc.com

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

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

A list of the Company's 3 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tneb09-36557.pdf

The petition was signed by Mr. Myers.


ROPER BROTHERS LUMBER: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Roper Brothers Lumber Company, Incorporated
        130 Pocahontas Street
        Petersburg, VA 23803

Bankruptcy Case No.: 09-38215

Chapter 9 Petition Date: December 16, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Elizabeth L. Gunn, Esq.
                  DurretteBradshaw, PLC
                  600 East Main Street, 20th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6900
                  Fax: (804) 775-6911
                  Email: egunn@durrettebradshaw.com

                  John C. Smith, Esq.
                  DurretteBradshaw, PLC
                  600 East Main Street, 20th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6900
                  Email: jsmith@durrettebradshaw.com

                  Roy M. Terry, Jr., Esq.
                  DurretteBradshaw, PLC
                  600 E. Main St., 20th Fl.
                  Richmond, VA 23219
                  Tel: (804) 775-6948
                  Email: rterry@durrettebradshaw.com

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

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

The petition was signed by Philip R. Roper III, the company's
chairman.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Anderson Distribution                             $217,121
Attn: Sharon Ryan

Boise Building Solutions                          $77,367
Dist.
Attn: Mike Nutile

BWI of VA, Inc.                                   $61,845
Attn: AnnaMarie

CMI                                               $96,786
Attn: Liza Beidleman

Diamond Hill Plywood Co.                          $66,161
Attn: Bobby Goldmold

Dyke Industries Inc.                              $50,003
Bldg Matl
Attn: Joann

Endura Products, Inc.                             $49,469
Attn: Mariam Boratyn

Glaze Components                                  $73,512
Attn: Debbie Lemaster

Glaize Properties                                 $75,000
Attn: Sherry Russell

Jeld-Wen Millwork                                 $61,087
Distribution
Attn: Beverly

Masonite Corporation                              $106,555
Attn: Tracy Smith

MI Windows and Doors, Inc.                        $109,930

Middle Atlantic Wholesale                         $145,194
Attn: Chip Luera

Moulding & Millwork, Inc.                         $124,538
Attn: Christine Ortiz

MW Manufacturers, Inc.                            $105,156
Attn: Pam

Rocco Building Supplies, LLC                      $37,888

Seaboard International Forest                     $110,606
Products, Inc.

Shenandoah Sash & Door Co.                        $44,422

The Empire Company, Inc.                          $274,892
Attn: Heide Heigland
8181 Logistic Drive
Zeeland, MI 49464

US Lumber Group, Inc.                             $172,679
Attn: Christy Carpenter


ROYAL INVEST: Posts $1.24-Mil. Net Loss for Third Quarter
---------------------------------------------------------
Royal Invest International Corp. and subsidiaries reported a net
loss of $1,243,560 on revenues of $2,945,648 for the three months
ended September 30, 2009, compared with a net loss of $3,120,661
on revenues of $3,729,514 for the same period of 2008.

The Company reported a net loss of $3,833,764 on revenues of
$8,956,328 for the nine months ended September 30, 2009, compared
with a net loss of $5,037,159 on revenues of $11,229,880 for the
same period of 2008.

Included in total expenses for the three and nine months ended
September 30, 2008, is a charge for fair value adjustment on
property of $1,941,239, absent in 2009.

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $139,709,642, total liabilities of
$142,253,511, and stockholders' deficit of $2,543,869.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4bd4

                       Going Concern Doubt

The Company has incurred a net loss of $3,833,764 for the nine
months ended September  30, 2009, has an accumulated deficit of
$24,975,155 at September 30, 2009, and there are existing
uncertain conditions which the Company faces relative to its
obtaining financing and capital in the equity markets.  The
Company believes these conditions raise substantial doubt about
its ability to continue as a going concern.

The Company is presently working to raise additional capital to
meet its working capital needs and is restructuring operating
costs to be more in line with revenues.  There can be no
assurances, however, that it will be successful in its efforts to
raise capital or to reduce operating costs to a level where it
will attain profitability.

                        About Royal Invest

Based in New York, N.Y., Royal Invest International Corp. (OTC BB:
RIIC) -- http://www.royalinvestinternational.com/-- a Delaware
corporation, together with its subsidiaries, owns, operates and
manages real estate, in Europe.  At September 30, 2009, and
December 31, 2008, the Company owned 18 properties.  The
properties aggregate approximately 88,077 square meters
(approximately 948,053 square feet), which are comprised of office
buildings and business centers.  The properties are located in
Germany and the Netherlands.


SHERARD HOUSTON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sherard T. Houston
        10727 Canyon Bay Lane
        Boynton Beach, FL 33473

Bankruptcy Case No.: 09-37801

Chapter 11 Petition Date: December 16, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Robert C. Furr, Esq.
                  2255 Glades Rd #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  Email: bnasralla@furrcohen.com

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

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

According to the schedules, the Company has assets of $2,671,970
and total debts of $4,629,985.

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/flsb09-37801.pdf

The petition was signed by Sherard T. Houston.


SKYE INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Skye International, Inc.
        7701 E. Gray Road, Suite 104
        Scottsdale, AZ 85260-6958

Bankruptcy Case No.: 09-54485

Chapter 11 Petition Date: December 16, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@renolaw.biz

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/nvb09-54485.pdf

The petition was signed by Gregg C. Johnson, executive vice
president of the Company.


SPANSION INC: GE Fin'l Opposes Disallowance of Admin. Claim
-----------------------------------------------------------
Spansion Inc. and its units ask the Court to dismiss the motion of
GE Financial Service Corporation for allowance and payment of an
administrative expense claim, and determine that GE lacks standing
to assert an administrative expense claim against the Debtors'
estates.

In the GE Motion, GE has asserted an administrative expense claim
as postpetition sales under the Foundry Agreement in an amount to
be determined but which GE has suggested will exceed $100 million.
The Debtors oppose to the GE Motion and have moved to reject the
Foundry Agreement because the pricing vastly exceeds the
reasonable cost to obtain replacement wafers from other sources in
the marketplace.

                     GE Financial Objects

GE Financial Services Corporation avers that there is no basis to
dismiss its Administrative Claim Motion.  GE asserts that the
Court should not apply Rule 7012 of the Federal Rules of
Bankruptcy Procedure because it does not automatically apply in
contested matters.  GE asserts that dismissing its Motion will
not significantly reduce the amount of discovery that remains to
be conducted.

Accordingly, GE asks the Court to deny the Motion to Dismiss.  In
the alternative, GE requests that the Court defer disposition of
the Motion to Dismiss until after GE is allowed to make a full
and fair presentation of the evidence at the January hearing.

In a separate filing, GE filed with the Court exhibits in support
of its objection.  The Exhibits contain among others, a Security
Agreement among GE Capital Leasing Corporation as security agent,
certain financial institutions, and Spansion Japan Limited.

The Debtors counter that GE fails to state a claim before the
Court because it is simply not the right party to press that
claim.

According to Davis Lee Wright, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Wilmington, Delaware, special counsel to
the Debtors, GE has not alleged a transaction with the debtor-in-
possession in the chapter 11 cases.  Although GE identifies
pathways to a transaction with the Debtors, this fall short
because, as of the Petition Date, they remained inchoate, Mr.
Wright asserts.

Mr. Wright notes that GE successfully identified a single
transaction with the Debtors, albeit not the debtor-in-
possession, because the transaction documented by the Letter
Agreement is a prepetition contract.  Mr. Wright asserts that GE
fails to explain how any breach of that prepetition agreement
gives rise to anything other than a prepetition unsecured claim.

                        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: Spansion Japan Wants Documents Produced
-----------------------------------------------------
Spansion Japan Ltd. asks the Court to compel the Debtors to
produce documents.  In connection with its motion for allowance
of an administrative claim and the Debtors' motion to estimate
that claim, Spansion Japan has requested that the Debtors produce
documents regarding the creation, negotiation, and analysis of
the prices for the goods and services provided by Spansion Japan
to the Debtors that are set forth in the Second Amended and
Restated Foundry Agreement dated as of March 30, 2007.  According
to Spansion Japan, the Debtors have refused to search for and
produce any documents that were created prior to March 2009 on
the ground that a search would be burdensome and that those
documents are not relevant.

Spansion Japan further requests that the Court order the Debtors
to pay its reasonable expenses incurred in making the request,
including attorney's fees.

                         Debtors Object

The Debtors ask the Court to deny Spansion Japan's Motion.  The
Debtors assert that Spansion Japan's Motion to Compel is a
strategy to delay the Debtors' attempts to emerge from Chapter
11.  According to the Debtors, despite their production of
hundreds of thousands of pages of discovery and four senior
senior executives for deposition, Spansion Japan now purports to
need more.  The Debtors aver that Spansion Japan cites no legal
authority for the proposition that those information would be
legally relevant to the proof of their postpetition claims.

In support to the Debtors' objection, Davis Lee Wright, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington,
Delaware, tells the Court that Spansion Japan served its first
request of production on the Debtors on October 28, 2009.  The
Debtors objected to the requests on the grounds that they were
overbroad and failed to limit the requests to a reasonable time
period.  According to Mr. Wright, the Debtors' counsel requested
a meet and confer to review E-discovery matters.  Mr. Wright
notes that key to the discussions was the Debtors' insistence
that they would only harvest electronic data once.

Thus, the Debtors require that to the extent the parties would
require discovery in connection with the rejection of the Foundry
Agreement, the Debtors would also harvest e-discovery relevant to
the other aspects of the Foundry Agreement, namely the
administrative claims that all parties understood that Spansion
Japan would assert.

Mr.  Wright maintains that consistent with this agreement, the
Debtors harvested and reviewed voluminous documents from the
agreed upon time period.  According to Mr. Wright, the Debtors
have produced approximately 165,000 pages of responsive, non-
privileged documents from March 1, 2009, including responsive,
non-privileged e-mails from the agreed time frame.

Moreover, Ms. Wright relates, the Debtors have produced more than
565,000 pages of documents to Spansion Japan and GE in the Course
of the Debtors' proceedings.

               Spansion Japan Answers Back

In a declaration filed in Court, Michael D. Silberfarb, Esq., at
Jones Day, in Wilmington, Delaware, counsel for Spansion Japan,
contends that at no point during a telephonic conversation did
Mr. Wright state that the Debtors would only harvest electronic
data once nor does he has any recollection of Mr. Wright stating
that the Debtors require that to the extent that the parties
would require discovery in connection with the rejection of the
Foundry Agreement, the Debtors would also harvest e-discovery
relevant to other aspects of the Foundry Agreement, namely the
administrative claims that all parties understood that Spansion
Japan would assert.

Mr. Silberfarb tells the Court that he never agreed to limit the
scope of discovery related to any motion other than the motion to
reject the Second Amended and Restated Foundry Agreement with
Spansion Japan Limited.

                        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: Unit Should Not Pirate Workers, Says Spansion Japan
-----------------------------------------------------------------
Spansion Inc. and its units seek the Court's approval to form a
new corporate subsidiary organized under the laws of Japan
(Kabushikki Kaisha), which will be a wholly owned subsidiary of
Spansion LLC.  The Debtors relate that Spansion KK will not be or
become a debtor in the Chapter 11 cases.

The Debtors also seek authorization to transfer to Spansion KK up
to $8.4 million for initial start-up costs and operating expenses
for the first two months of operations.

Spansion Japan Limited, a wholly-owned subsidiary of Debtors
Spansion LLC, owns and operates two wafer manufacturing
facilities in Aizu, Japan.  Spansion LLC is a wholly-owned
subsidiary of Debtor Spansion Inc.

In response, Spansion Japan Limited asserts that while it does not
object to the Debtors' establishment and funding of Spansion KK in
principle, it asserts that the Court should clarify that the
Debtors and Spansion KK are prohibited, directly or indirectly,
from approaching, soliciting or luring any of Spansion Japan's
employees away from their present employment with Spansion Japan.

GE Financial Services Corporation, on behalf of the members of a
committee of secured creditors of Spansion Japan Limited,
maintains that if the Court finds it is appropriate exercise of
business judgment of the Debtors to use millions of dollars to
begin the start-up of a business to compete with Spansion Japan
in Asia, the Debtors should not be permitted to raid their former
affiliate in order to do so.  Thus, GE asks the Court that any
order entered with respect to the New Subsidiary Motion make
clear that the Debtors are prohibited from contacting SJL
employees, directly or indirectly, and they may not solicit SJL's
employees.

                        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)


STANDARD FORWARDING: Nearing January Auction for Assets
-------------------------------------------------------
Standard Forwarding Co. is awaiting the Bankruptcy Court's
signature on an order officially setting up auction and sale
procedures.  The first bid for the business is $6.3 million cash
plus assumption of almost $5 million in employee-related
liabilities.  Standard, which filed under Chapter 11 on Nov. 13,
had wanted competing bids by Jan. 5 and an auction on Jan. 12.

East Moline, Illinois-based Standard Forwarding Co., Inc., filed
for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr.
C.D. Ill. Case No. 09-83707).  Erich Buck, Esq., who has an office
in Chicago, Illinois, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


STANDARD PACIFIC: Exchange Offer for 10.750% Notes Expires Jan. 13
------------------------------------------------------------------
Standard Pacific Corp.'s offer to exchange all of its outstanding
10.750% Senior Notes due 2016 (CUSIP Nos. 853766 AA1 and U85416
AA0) for new 10.750% Senior Notes due 2016 that have been
registered under the Securities Act of 1933, will expire at 5:00
p.m., New York City time, on January 13, 2010, unless extended.

The terms of the registered 10.750% Senior Notes due 2016 to be
issued in the exchange offer are substantially identical to the
terms of the outstanding 10.750% Senior Notes due 2016, except
that provisions relating to transfer restrictions, registration
rights, and additional interest will not apply to the exchange
notes.

The exchange notes will bear interest at the rate of 10.750% per
year, payable on March 15 and September 15 of each year,
commencing on March 15, 2010. The exchange notes will mature on
September 15, 2016.

The exchange notes will be guaranteed by Standard Pacific's
subsidiaries that have guaranteed the outstanding notes.

Upon completion of the exchange offer, all outstanding notes that
are validly tendered and not properly withdrawn will be exchanged
for an equal principal amount of exchange notes, the issuance of
which are registered under the Securities Act of 1933, as amended.

Tenders of outstanding notes may be withdrawn at any time prior to
the expiration of the exchange offer.

Completion of the exchange offer is subject to customary
conditions, some of which Standard Pacific may waive.

The exchange of exchange notes for outstanding notes will not be a
taxable exchange for U.S. Federal income tax purposes.

Standard Pacific will not receive any proceeds from the exchange
offer.

There is no existing public market for the outstanding notes or
the exchange notes.  Standard Pacific does not intend to list the
exchange notes on any securities exchange or quotation system.

Gibson, Dunn & Crutcher LLP, in Irvine, California, advises the
Company on the matter.

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

                     About Standard Pacific

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

As of September 30, 2009, the Company had $2.068 billion in total
assets against $1.717 billion in total liabilities.

                           *     *     *

Standard Pacific Corp. carries 'Caa1' long term corporate family
and probability of default ratings from Moody's.  It has a 'CCC+'
issuer credit ratings from Standard & Poor's.  It carries a 'CCC'
long term issuer default rating from Fitch.


STANFORD FINANCIAL: In Contempt of Court Over Defense Costs
-----------------------------------------------------------
Reuters reports that U.S. District Judge David Godbey has found
Allen Stanford and his attorneys in contempt of a court order on
Wednesday over legal fees, for trying to collect insurance policy
proceeds from its insurer, Lloyd's of London, to pay defense
costs.  No sanctions were imposed, says Reuters.  Lloyd's said in
November that it was denying payment of defense costs after
August 27, when Stanford's former chief financial officer, James
Davis, pleaded guilty to fraud, Reuters states.  According to the
report, Lloyd's has so far advanced a total of $4.2 million in
legal fees to Stanford defendants.  Court documents say that
Lloyd's declined to provide additional coverage as claims
resulting from money laundering are excluded under the policy.

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STANDARD FORWARDING: Nearing January Auction for Assets
-------------------------------------------------------
Standard Forwarding Co. is awaiting the Bankruptcy Court's
signature on an order officially setting up auction and sale
procedures.  The first bid for the business is $6.3 million cash
plus assumption of almost $5 million in employee-related
liabilities.  Standard, which filed under Chapter 11 on Nov. 13,
had wanted competing bids by Jan. 5 and an auction on Jan. 12.

East Moline, Illinois-based Standard Forwarding Co., Inc., filed
for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr.
C.D. Ill. Case No. 09-83707).  Erich Buck, Esq., who has an office
in Chicago, Illinois, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


STATION CASINOS: Committee Says GGH Retention Not Necessary
-----------------------------------------------------------
Station Casinos Inc. and its units, on behalf of the Special
Litigation Committee of the Board of Directors of Station Casinos,
Inc., seek the Court's authority to employ Global Gaming &
Hospitality, LLC, as Real Estate Advisor to the Special Litigation
Committee in the Chapter 11 cases nunc pro tunc to November 6,
2009.

The Debtors will employ GGH, on behalf of the Special Litigation
Committee, to perform certain services that are necessary to the
discharge of the Special Litigation Committee's work.  The
Debtors relate that the services to be provided by GGH are not
services which Odyssey Capital Group, the Special Litigation
Committee's financial advisor, is able to provide.  Thus, the
Debtors and the Special Litigation Committee submit that there
will be no duplication of services between GGH and Odyssey
Capital Group.

The Official Committee of Unsecured Creditors filed a response,
questioning the necessity of retaining Global Gaming for two
independent reasons:

  (a) The Debtors have already engaged three other financial
      advisors in connection with the Chapter 11 Cases.  The the
      Global Retention Application offers no cognizable reason
      for the retention of yet another advisor and the
      consequent incurrence of additional and unnecessary
      professional fees, especially after the Debtors objected
      to the Committee's request to engage Sierra Consulting
      Group, LLC, as a consulting expert on grounds that the
      Committee had already retained a financial advisor, and
      the Debtors allegedly were concerned about incurring
      unnecessary administrative expenses.

  (b) The Committee is in the process of completing its
      investigatory work, which overlaps directly with the work
      that the Debtors propose Global perform with respect to
      the Transaction.  Authorizing the Debtors to launch a
      second investigation into the Leveraged Buyout Transaction
      at this time wastes the resources of the estates and
      threatens to delay the resolution of issues related to the
      Transaction.

Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver &
Jacobson LLP, in New York, filed a declaration in further support
of the Creditors' Committee's objection.

                       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: Proposes to Reject Badura Call Center Lease
------------------------------------------------------------
Station Casinos, Inc., seeks the Court's authority to reject,
nunc pro tunc to November 30, 2009, an unexpired sublease, dated
as of August 30, 2007, by and between KB Home Nevada, Inc., as
Sublandlord, and SCI, as tenant, with respect to approximately
20,490 rentable square feet of floor area in an office building
located at 5655 Badura Avenue, in Las Vegas, Nevada.

In a declaration filed with the Court, Thomas M. Friel, executive
vice president, chief accounting officer, and treasurer of
Station Casinos, Inc., says the premises were used by SCI
employees responsible for fielding phone calls regarding room
reservations for the hotels operated by SCI's non-debtor
subsidiaries, as well as other general administrative activities.
Prior to the Petition Date, the function was transferred to a
third party service provider, negating the need for the Call
Center Premises, he says.

According to Mr. Friel, there is no contemplated future use of
the Call Center Premises; accordingly, SCI vacated on
November 30, 2009, and returned the keys to Sublandlord on that
same day after ensuring that the Call Center Premises were broom
clean.

SCI has elected, in the exercise of its business judgment, to
reject the Call Center Lease under Section 365(a) of the
Bankruptcy Code.  The Call Center Lease has no future operational
value to SCI and is not necessary to its reorganization, Mr.
Friel tells the Court.  Accordingly, preservation of the Call
Center Lease could result in an administrative expense with no
commensurate benefit to SCI's estate, he avers.

The Court will convene a hearing to consider the Motion on
January 25, 2010, at 10:00 a.m.  Objections are due on January 11.

                       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: Seeks Nod to Employ Lewis as Local Counsel
-----------------------------------------------------------
Station Casinos Inc. and its units ask the Court for permission to
employ Lewis and Roca LLP as their local counsel nunc pro tunc to
the Petition Date.

The Debtors anticipate that Lewis and Roca will render general
legal services as needed, including as to bankruptcy, financial
restructuring, corporate, tax, litigation and securities matters.
Specifically, Lewis and Roca will:

  (a) advise the Debtors of their rights, powers, and duties as
      debtors and debtors-in-possession in the continued
      management of their business and properties;

  (b) assist the Debtors in reviewing and consummating any
      transactions contemplated during the Cases;

  (c) assist the Debtors in reviewing, estimating, and resolving
      claims asserted against their estates;

  (d) commence and conduct any litigation necessary or
      appropriate to assert rights held by the Debtors or to
      defend the Debtors, protect assets of their estates, or
      otherwise further the goal of completing a successful
      reorganization;

  (e) advise the Debtors concerning actions that they might take
      to collect and recover property for the benefit of their
      estates;

  (f) prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, draft orders, other
      pleadings, notices, schedules, and other documents, and
      review all financial and other reports to be filed in the
      Debtors' Chapter 11 cases;

  (g) advise the Debtors concerning, and prepare responses to,
      applications, motions, other pleadings, notices, and other
      papers that may be filed and served in the Debtors'
      Cases;

  (h) review the nature and validity of any liens asserted
      against the Debtors' property and advise the Debtors
      concerning the enforceability of the liens;

  (i) advise and assist the Debtors in connection with any
      potential asset dispositions;

  (j) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections;

  (k) advise and assist the Debtors in connection with the
      formulation and confirmation of a plan of reorganization
      and related documents; and

  (l) perform all other necessary legal services in connection
      with the Debtors' Cases and other general corporate and
      litigation matters.

The Debtors may, from time to time, ask that Lewis and Roca
undertake specific matters beyond the scope of the
responsibilities.  Should Lewis and Roca agree, in its sole
discretion, to undertake any specific matters, the Debtors seek
authority herein to employ Lewis and Roca for those additional
matters without further order of the Court.

The Debtors will pay Lewis and Roca according to its standard
hourly rates are:

  Professional                       Hourly Rate
  ------------                       -----------
   Partners                          $360 - $575
   Counsel                                  $375
   Associates & Senior Attorneys     $290 - $345
   Legal Assistants                  $140 - $150

Before the Petition Date, the Debtors made advance payments to
Lewis and Roca totaling $150,000, of which $99,251 was applied
for prepetition fees and costs rendered in connection with the
Debtors' restructuring efforts.  The remaining retainer of
$50,748 remains unapplied and is held by Lewis and Roca.  Lewis
and Roca intends to hold the retainer for the duration of the
cases and apply the retainer against fees and expenses allowed
after submission of Lewis and Roca's final fee application with
any balance to be returned to the Debtors.

Bruce T. Beesley, Esq., a member at Lewis and Roca LLP, assures
the Court that his firm does not hold or represent any interest
adverse to the Debtors' estates.  The Debtors believe that Lewis
and Roca is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code as modified by Section 1107(b) and
that the employment of Lewis and Roca is necessary and in the
best interests of the Debtors, their estates, and their
creditors.

The Court will convene a hearing on January 25, 2010, at
10:00 a.m.  Objections are due on January 11.

Lewis and Roca LLP has an office located at 50 West Liberty
Street Suite 410, in Reno, Nevada, and can be reach at telephone
no. (775) 823-2900.

                       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)


SUPERIOR OFFSHORE: 5th Circuit Clears Liquidation Plan
------------------------------------------------------
Law360 reports that a federal appeals court has upheld a
bankruptcy court's confirmation of Superior Offshore International
Inc.'s Chapter 11 liquidation plan, finding that the undersea
construction company satisfied bankruptcy rules in its treatment
of securities suit claims related to its initial public offering.

The Troubled Company Reporter reported on January 30, 2009, that
Judge Wesley Steen of the U.S. Bankruptcy Court for the Southern
District of Texas confirmed on January 28, 2009, the First Amended
Joint Plan of Liquidation filed by Superior Offshore and its
Official Committee of Unsecured Creditors.  The Plan of
Liquidation became effective on February 11, 2009.

All equity interests in Superior Offshore International, Inc.,
were cancelled as of the Effective Date under the terms of the
Plan. The Plan also provides that the Effective Date will serve as
the record date for purposes of distributions,
if any, to former equity interest holders under the Plan, unless
otherwise ordered by the Bankruptcy Court.

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).
The Debtors listed total assets of $67,587,927 and total
liabilities of $54,359,884 in its schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represented the Debtor as counsel.  The U.S. Trustee for Region 7
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Douglas S. Draper, Esq., at Heller Draper
Hayden Patrick & Horn LLC, and Michael D. Rubenstein, Esq., at
Liskow Lewis, represented the Committee as counsel.


TAVERN ON THE GREEN: To Auction Assets on January 13, 2010
----------------------------------------------------------
Elissa Elan at Nation's Restaurant News reports that an auction
for the assets of Tavern on Green will be held on Jan. 13-15,
2010, which proceeds will be used to pay creditors.

Built in 1870 and launched as a restaurant in 1934, Tavern on the
Green, located in Central Park in New York City, is one of the
largest and most famous independently run restaurants in the
United States.  Tavern on the Green is the second-highest grossing
restaurant in the U.S. in 2008.  It was founded in 1934 by New
York Parks Commissioner Robert Moses and the license was bought by
restaurateur Warner LeRoy in 1974.  The Company filed for Chapter
11 on September 9, 2009 (Bankr. S.D.N.Y. Case No. 09-15450).  It
listed assets and debts of as much as $50 million each.


TAVERN ON THE GREEN: Name Ownership Up for Grabs
------------------------------------------------
Bill Rochelle at Bloomberg News reports that the ownership of the
name Tavern on the Green won't be resolved until next year, as the
result of a hearing with the U.S. district judge who is to decide
the dispute.

As reported by the TCR on Oct. 23, 2009, New York City filed a
complaint against Tavern on the Green LP in the Bankruptcy Court,
to claim rights of the name to the Debtor's famed restaurant in
New York's Central Park.  The city asked for a judgment canceling
the federal trademark registration for the name obtained by the
operators in 1981, or an order assigning the trademark to the
city.

The restaurant on the other hand takes the position that there was
no trademark until the present owner developed the glitzy
restaurant in Manhattan's Central Park.

Tavern on the Green LP has asked for a temporary restraining order
in U.S. Bankruptcy Court that would allow it to delay turnover of
the lease of its popular restaurant in Central Park, for 90 days
after January 1, 2010.  In August, New York awarded the lease for
20 years starting Jan. 1 to restaurateur Dean Poll, who runs the
Boathouse Restaurant in Central Park.

Tavern on the Green LP is the operator of the 75-year-old
restaurant in New York's Central Park. Tavern on the Green, the
second-highest grossing restaurant in the U.S. last year, was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.

The Company filed for Chapter 11 on September 9, 2009 (Bankr.
S.D.N.Y. Case No. 09-15450).  It listed assets and debts of as
much as $50 million each.


TAYLOR BEAN: Selling 2,000 Assets, Blames Bankr. on to Audit Woes
-----------------------------------------------------------------
Patrick Fitzgerald at Dow Jones Daily Bankruptcy Review reports
that Taylor, Bean & Whitaker Mortgage Corp. will ask for approval
to sell almost 2,000 foreclosed residential properties.

Dow Jones relates that Selene Residential Mortgage Opportunity
Fund LP, Lewis Ranieri's an investment fund, is serving as the
lead bidder for a portfolio of foreclosed properties, with an
offer of $133.2 million.

James R. Hagerty and Nick Timiraos at The Wall Street Journal
report that Taylor Bean's inability to calm auditors' concerns
about how it was accounting for foreclosed houses helped lead to
its collapse.

Taylor Bean faced a June 30 deadline to provide audited financial
results for its fiscal year ended March 31 to Ginnie Mae.  The
Journal states that when Taylor Bean missed the deadline, the
Company had to explain to Ginnie Mae why the audited financial
statement wasn't ready, a task assigned to Paul R. Allen, a former
Fannie Mae executive who had served as chief executive of Taylor
Bean since 2003.  In July, Mr. Allen wrote a letter to Ginnie
stating that there were no unresolved issues between Taylor Bean
and Deloitte & Touche LLP, but the letter hadn't been reviewed by
owner Lee Farkas, Deloitte, or Taylor Bean's legal counsel, David
Dantzler.  Ginnie, The Journal relates, later learned from
Deloitte of the firm's concerns and decided that Mr. Allen's
letter was misleading.

In August, the Department of Housing and Urban Development
suspended Taylor Bean's authority to make or service FHA-insured
loans, saying that Deloitte had found certain irregular
transactions totaling $230 million and $250 million "that raised
concerns of fraud".  Citing Mr. Dantzler, The Journal states that
the $230 million transaction involved loans and foreclosed
properties that had been taken off Taylor Bean's balance sheet
because the Company's accountants believed that the assets should
have belonged to Colonial.  According to the report, Mr. Dantzler
said that the $250 million transaction involved a credit line from
Colonial on which the auditors were questioning the value of the
collateral, he said.

HUD also complained that Taylor Bean had failed to disclose that
it had been fined earlier this year by state regulators, including
a $9 million settlement with 14 states over improper lending
practices that included alterations of information about
borrowers' incomes to allow loans to be approved.

                  About Taylor, Bean & Whitaker

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.


TETON ENERGY: To Disclose Results of Dec. 15 Auction
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Teton Energy Corp.
held an auction for the assets on Dec. 15.  There was at least one
competing bid, according to Paul A. Rachmuth, Esq., a lawyer for
Teton.  He wouldn't disclose the identity of the competing bidder
nor results of the auction until the company makes a regulatory
filing.  The opening bid to purchase the equity of reorganized
Teton came from Rise Energy Partners II LLC with an offer of $11.7
million cash and a $7 million loan.

Bloomberg News notes that auctions brought higher prices in recent
weeks for energy company assets.  Edge Petroleum Corp., an
independent oil and gas exploration and production company from
Houston, opened its auction with a bid of $191 million and ended
up selling to Mariner Energy Inc. for $260 million.

Bill Rochelle also reports that last week the Bankruptcy Court
approved the disclosure statement explaining Teton's Chapter 11
plan. The confirmation hearing for approval of the plan is set for
Jan. 4.

Assuming there was no offer to top Rise, the disclosure statement
predicted that the first-lien lenders would have a recovery
between 78% and 80% on $22.5 million in debt. General unsecured
creditors and debenture holders, with claims aggregating $21.6
million, can expect between 1% and 4%.

                        About Teton Energy

Teton Energy Corporation -- http://www.teton-energy.com/-- is an
independent oil and gas exploration and production company focused
on the acquisition, exploration and development of North American
properties. The Company's current operations are concentrated in
the prolific Rocky Mountain and Mid-continent regions of the U.S.
Teton has leasehold interests in the Central Kansas Uplift,
eastern Denver-Julesburg Basin in Colorado and the Big Horn Basin
in Wyoming. Teton is headquartered in Denver, Colorado.

The Company's balance sheet at June 30, 2009, showed total assets
of $60.00 million, total liabilities of $50.90 million and
stockholders' equity of about $9.10 million

Teton Energy Corporation (Nasdaq: TEC) on November 9 announced
that it and each of its subsidiaries have filed voluntary Chapter
11 petitions and a proposed plan of reorganization under Chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case
No. 09-13946).


TETON ENERGY: Nasdaq Delists Common Stock Effective December 28
---------------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of Teton Energy Corporation, effective at
the opening of the trading session on December 28, 2009.  Based on
a review of the information provided by the Company, Nasdaq Staff
determined that the Company no longer qualified for listing on the
Exchange pursuant to Listing Rules 5100, 5110(b), and IM-5100.
The Company was notified of the Staffs determination November 9,
2009.  The Company did not appeal the Staff determination to the
Hearings Panel, and the Staff determination to delist the Company
became final on November 18, 2009.

According to the November 9 Notice, the NASDAQ Staff's
determination to delist Teton's securities from NASDAQ was based
on (a) Teton's announcement on November 9, 2009, that it had filed
for protection under Chapter 11 of the United States Bankruptcy
Code on November 8, 2009, and the associated public interest
concerns raised by such bankruptcy filing, (b) concerns regarding
the residual equity interest of the existing listed securities
holders, and (c) concerns about Teton's ability to sustain
compliance with all requirements for continued listing on NASDAQ.
The Notice also noted that on September 16, 2009, the Staff had
notified Teton that the bid price of its common stock had closed
below $1 per share for 30 consecutive trading days, and
accordingly, that it did not comply with Listing Rule 5550(a)(2).
Teton was provided a grace period of 180 calendar days, or until
March 15, 2010, to regain compliance.

On December 1, 2009, Mr. Robert F. Bailey, Mr. Marc MacAluso, and
Mr. Bill I. Pennington each resigned from their positions as
members of the Company's Board of Directors, effective as of
December 1, 2009.  The resignations of Messrs. Bailey, MacAluso,
and Pennington were not the result of any disagreement with the
Company known to an executive officer of the Company on any matter
relating to the Company's operations, policies, and practices.

Teton Energy Corporation and affiliated entities, Teton North
America LLC, Teton Piceance LLC, Teton DJ LLC, Teton Williston
LLC, Teton Big Horn LLC, Teton ORRI, LLC, and Teton DJCO LLC,
filed for Chapter 11 on November 8, 2009 (Bankr. D. Del. Case No.
09-13946).

On the Petition Date, Teton filed a plan of reorganization.  The
Plan provides for (i) the emergence of Teton from bankruptcy as
the reorganized Teton and the re-vesting of Teton's assets in the
reorganized Teton free and clear of any liens, encumbrances or
other interests; (ii) the funding of Teton's obligations under the
Plan through a transfer of its assets pursuant to a Court approved
auction process; and (iii) the resolution of all outstanding
Claims against and Interests in Teton.

Teton believes it is likely that there will be no value for its
common stockholders in the bankruptcy process.

The filing of the Chapter 11 Cases constitutes an event of default
under the Credit Agreement and the Debentures.  The aggregate
amount of principal, fees and interest outstanding under the
Credit Agreement and Debentures was approximately $43 million as
of the Petition Date.  On the Petition Date, all obligations under
the Credit Agreement and Debentures became automatically and
immediately due and payable.  However, the ability of the secured
creditors to seek remedies to enforce their rights under the
Credit Agreement and Debentures is automatically stayed as a
result of the filing of the Chapter 11 Cases.  The automatic stay
invoked by the filing of the Chapter 11 Cases effectively
precludes any actions by Teton's secured creditors to collect,
assert, or recover a claim against Teton, subject to the
applicable provisions of the Bankruptcy Code and orders granted by
the Bankruptcy Court.

The Company's balance sheet at June 30, 2009, showed total assets
of $60.00 million, total liabilities of $50.90 million and
stockholders' equity of about $9.10 million

                         About Teton Energy

Teton Energy Corporation -- http://www.teton-energy.com/-- is an
independent oil and gas exploration and production company focused
on the acquisition, exploration and development of North American
properties. The Company's current operations are concentrated in
the prolific Rocky Mountain and Mid-continent regions of the U.S.
Teton has leasehold interests in the Central Kansas Uplift,
eastern Denver-Julesburg Basin in Colorado and the Big Horn Basin
in Wyoming. Teton is headquartered in Denver, Colorado.


THOMSON SA: Files Chapter 15 to Help French Reorganization
----------------------------------------------------------
Thomson SA filed a Chapter 15 petition Dec. 16 in New York for
protection from creditors in Manhattan (Bankr. S.D.N.Y. Case No.
09-17355).

The U.S. case is intended to allow the bankruptcy judge in
New York to hold off creditors in the U.S. while assisting the
Thomson's primary reorganization begun Nov. 30 in France.

Thomson, Bloomberg says, seeks to protect assets including the
stock of its Delaware-based Thomson Inc. unit.

"Thomson's debt became burdensome" last year because of increasing
working capital needs, restructuring costs and exchange-rate
fluctuations, Thomson Chairman and Chief Executive Officer
Frederic Rose said in court filings, according to Bloomberg.

Mr. Rose, as cited by Bloomberg, said the debt, which includes
privately placed notes and a multi-currency syndicated credit
facility, totals about EUR2.9 billion (US$4.2 billion).

                        About Thomson SA

France-based Thomson SA -- http://www.thomson.net/-- provides
technology, services, and systems to Media & Entertainment (M&E)
clients, including content creators, content distributors and
broadcasters.  It has three principal operating divisions:
Services, Systems (previously Systems & Equipment) and Technology.
The remaining activities are regrouped in two additional segments:
Other and Corporate.  The Services Division offers end-to-end
management of video-related services for its customers in the M&E
industries.  Systems division plays a role in supplying hardware
and software technology for the M&E industries in the areas of
production, delivery, management, transmission, and access.
Technology division includes activities, such as corporate
research; Silicon Solutions: Integrated Circuit design and tuners,
and Software & Technology Solutions: video and audio security
solutions, and other technologies.  In December 2008, the Company
sold its digital film equipment product line.

Thomson said in a petition that assets and debt both exceed US$1
billion.  Debt includes about EUR2.9 billion ($4.2 billion) owing
for borrowed money.


TITAN ENERGY: Posts $1.57 Million Net Loss in Q3 2009
-----------------------------------------------------
Titan Energy Worldwide, Inc., reported a net loss of $1,566,230 on
total sales of $3,353,291 for the three months ended September 30,
2009, compared with a net loss of $147,320 on total sales of
$2,304,685 for the same period of 2008.

In the third quarter, the Company made the decision to discontinue
the operations of Titan Energy Development Inc. (TEDI).  This
decision was based partly on the Company's decision to no longer
be involved in the business segment of emergency utility systems
manufacturing and marketing, the sole business of TEDI.  This
decision also was influenced by the Company's settlement of a
complaint that alleged that the Company violated a confidentiality
agreement with a third party and used unspecified and allegedly
confidential, proprietary and trade secret information related to
a mobile emergency response unit that the Company had developed.

The Company said the decision to settle this lawsuit was in no way
an admission of guilt or wrongdoing by the Company, but was made
to avoid the unnecessary legal costs of going to court to resolve
this claim.  The significant costs from discontinued operations
are attributable to the impairment of the intangible assets that
were established at the purchase date of the TEDI subsidiary.
This represents a noncash charge of $1,146,087.  The remaining
costs relate to amortization of customer lists and legal expenses.
In the quarter ended September 30, 2008, this division had sales
of $905,122 and a net loss of $75,468, which includes legal
expenses of $54,300.

                       Nine Months Results

The Company reported a net loss of $2,215,849 on total sales of
$7,097,872 for the nine months ended September 30, 2009, compared
with a net loss of $1,167,819 on total sales of $5,862,200 for the
same period of 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $5,316,202 in total assets, $3,671,877 in total
liabilities, and $1,644,325 in total stockholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $3,359,374 in total current
assets available to pay $3,561,794 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4bd7

                       Going Concern Doubt

The Company incurred a net loss for the nine months ended
September 30, 2009, of $2,215,849 and at September 30, 2009, had
an accumulated deficit of $25,579,330.  The loss for the nine
months ended September 30, 2009, includes a non-cash charge for
the discontinued operation of Titan Energy Development Inc. (TEDI)
in the amount of $1,464,497.  The accumulated deficit includes a
charge of $9,767,847 for the early extinguishment of the Series A,
B and C Preferred Stock and issuance of Common Stock in 2007.  In
addition, the Company issued Series D Convertible Preferred Stock
with a beneficial conversion feature which resulted in recording a
preferred stock dividend of $4,076,646.  The accumulated deficit
without these transactions would have been $10,270,340.  These
conditions raise substantial doubt as to the Company's ability to
continue as a going concern.

                        About Titan Energy

Based in Brighton, Mich., Titan Energy Worldwide, Inc.
(OTC BB: TEWI) -- http://www.titanenergy.com/-- delivers power
generation equipment and service to a wide range of industrial
customers including: hospitals and healthcare institutions,
apartment buildings, schools and universities, telecom companies,
data centers, financial institutions, grocery stores,
manufacturers, and municipalities.  Products range from 25kW to
multiple megawatt power generation systems provided by
manufacturers such as Generac Power Systems, Inc and MTU Onsite
Energy Corporation.  In addition, the Company offers engineering,
design services and specialized maintenance support for all of its
customers.


TITAN INTERNATIONAL: Moody's Lifts Rating on $194 Mil. Notes to B2
------------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of Titan
International, Inc., to negative from stable and upgraded the
$194 million 8% senior unsecured notes due 2012 to B2 from Caa1.
All other ratings, including the corporate family and probability
of default rating of B2 and the speculative grade liquidity rating
of SGL-2, have been affirmed.

The outlook change reflects several considerations that could
ultimately threaten the B2 CFR.  These include: 1) deeper than
expected operating loss in the third quarter of 2009 and
possibility that fourth quarter performance improvement,
particularly in interest coverage measures, may not be robust; 2)
increased leverage from the anticipated $150 million convertible
debt issuance and; 3) the potential for a significant acquisition
from the letter of intent (non-binding) to acquire farm tire
assets of Goodyear, including a factory in France.

The rating on Titan's existing $194 million senior unsecured notes
due 2012 has been upgraded to B2 (LGD 4, 50%) from Caa1 (LGD 5,
77%) based on the B2 probability of default rating and the capital
structure changes that will follow the $150 million convertible
debt issue.  Based on Moody's Loss Given Default Methodology, the
new junior debt class would provide loss absorption in a default
scenario that would benefit the senior unsecured class.

The affirmation of Titan's B2 corporate family rating reflects the
company's good liquidity profile and the view that, although
construction and mining tire demand has declined substantially and
should remain subdued in 2010, demand for Titan's agricultural
wheel and tire products should be strong enough to improve the
earnings level.

The SGL-2 rating has been affirmed.  The company states that a new
but undisclosed covenant may be added to its $150 million asset-
based revolving credit facility.  SGL rating affirmation
incorporates the anticipated cash balance increase from the
$150 million convertible debt offer, which sufficiently offsets
potentially weaker forward operating cash flow from revenue
pressures and potential for reduced covenant headroom strength.
As of September 30, 2009, Titan had cash on hand of $45 million
and nearly full availability under its revolving credit facility.
There are no near term debt maturities.

Ratings affirmed:

* Corporate family B2
* Probability of default B2
* Speculative grade liquidity SGL-2

Ratings upgraded:

* $194 million senior unsecured notes due 2012 to B2 LGD4, 50%
  from Caa1 LGD5, 77%

Moody's last rating action on Titan occurred August 17, 2009, when
the B2 corporate family rating was affirmed and the outlook was
changed to stable from positive.

Titan, headquartered in Quincy, IL is a leading manufacturer of
wheels, tires and assemblies for off-highway vehicles serving the
agricultural, earthmoving/construction and consumer end markets.
Last twelve months ended September 30, 2009 revenues were
$840 million.


TRIMAS CORP: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's has rated TriMas' $250 million senior second lien notes
Caa1, affirmed the B3 CFR, and changed the company's rating
outlook to stable from negative.  TriMas' speculative grade
liquidity rating was upgraded to SGL-3 from SGL-4 and the ratings
outlook was changed to stable reflecting Moody's expectation that
TriMas' liquidity position should adequately meet the company's
needs over the next twelve months.  The outlook upgrade to stable
reflects the recent improvement in end market demand.

The Caa1 rating on the company's $250 million senior notes, one
notch below the CFR, reflects their second lien position on all
the assets of the issuer and its subsidiaries that secure the
first lien facilities.  The ratings consider the guarantee of the
notes by all domestic TriMas subsidiaries and are rated per
Moody's Loss Given Default ratings methodology.

The company's ratings outlook was changed to stable to reflect the
additional cushion under the company's just amended bank facility.
In Moody's August 28, 2009 press release Moody's noted that the
negative outlook was based on "Moody's belief that the company may
be challenged in its ability to meet its minimum covenant levels
as well as the weakness in projected credit metrics." As a result,
the change to the company's covenants removes a significant factor
in the negative outlook.  The stable outlook considers Moody's
view that the company's financial performance should stabilize as
the U.S. economy starts to rebound.  Moreover, TriMas has been
able to aggressively reduce costs during the downturn with EBIT to
interest for the third quarter of 1.7x versus 1.2x in the second
quarter of 2009, per Moody's standard analytical adjustments.  The
expectation for more stable to improving credit metrics was a key
consideration in changing the outlook to stable.

Upgrades:

Issuer: TriMas Corporation

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

Assignments:

Issuer: TriMas Corporation

  -- Senior Secured Bank Credit Facility, Assigned 26 - LGD2 to B1

  -- Senior Secured Bank Credit Facility, Assigned 26 - LGD2 to B1

  -- Senior Secured Regular Bond/Debenture, Assigned 75 - LGD5 to
     Caa1

Outlook Actions:

Issuer: TriMas Corporation

  -- Outlook, Changed To Stable From Negative

The last rating action was on August 28, 2009, when Moody's
downgraded TriMas' Corporate Family and Probability of Default
ratings to B3 from B2.

TriMas Corporation is a multi-industrial manufacturer.  The
Company is engaged in five business segments with diverse products
and market channels in packaging, energy, aerospace & defense, and
engineered components.  Last twelve months revenues through
September 30, 2009, totaled approximately $828 million.


TRIMAS CORP: S&P Assigns 'B-' Rating on $250 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' senior
secured rating to TriMas Corp.'s offering of $250 million second-
lien senior secured notes due in 2017.  S&P also assigned a
recovery rating of '6' to the notes, indicating negligible (0%-
10%) recovery in a payment default.  A second lien on the
company's assets will secure the notes.  The notes will contain a
change of control provision, and S&P expects that TriMas will use
the proceeds from the offering to redeem its subordinated debt.
The outlook on TriMas is negative.

The ratings on TriMas reflect the company's presence in highly
competitive and cyclical markets, its highly leveraged financial
risk profile, and thin cash flow protection measures.  The
company's leading positions in niche markets, its relative product
and end-market diversity, and its track record of average
profitability support the rating.  The negative outlook reflects
Standard & Poor's concern that amid lower demand in key end
markets, TriMas' credit measures could continue to weaken in the
coming quarters.

As of Sept. 30, 2009, total lease- and pension-adjusted debt was
about $625 million (including debt on an accounts receivable
facility).  The ratio of total debt to EBITDA (adjusted for off-
balance-sheet receivable securitization, leases, and
postretirement obligations) was about 5.8x, and funds from
operations to total debt was about 5%.  S&P expects additional
debt reduction in the near term, based on expected free cash
generation.  Although these measures are not directly comparable
with the underlying calculations under the company's credit
agreement, they are respectively currently outside of S&P's
expectations of total debt to EBITDA of 4x-5x and FFO to total
debt of about 10%-15%.  S&P expects that they may remain subpar
for the next few quarters.

"The offering is contingent on the company receiving an amendment
on its credit facility to extend its maturity and amend covenants,
which should provide for some near-term relief on its covenants,"
said Standard & Poor's credit analyst John R. Sico.  Liquidity is
currently adequate for the rating.  Pro forma the transaction, S&P
expects TriMas to have a cash balance of about $5 million and
about $150 million available under its amended revolving credit
facility and its new accounts receivable facility.

                           Ratings List

                           TriMas Corp.

           Corp. credit rating            B+/Negative/--

                         Ratings Assigned

           $250 mil. senior secured notes due 2017   B-
            Recovery rating                          6


TRUVO SUBSIDIARY: Moody's Cuts Corporate Family Rating to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has downgraded the Corporate Family
Rating of Truvo Subsidiary Corp to Caa3 from Caa2, and its
Probability of Default Rating to Caa2 from Caa1.  At the same
time, Moody's downgraded to Ca from Caa3 the ratings of the
EUR395 million and US$200 million senior notes due 2014 issued by
Truvo.  The outlook for all the ratings is negative.  The
downgrade reflects Moody's concerns about the group's challenging
operating environment and the resulting continuing impact on its
financial risk profile, together with the decreased recovery
prospects for debt holders in the case of distress.

As communicated by management in its 9M 2009 results, Truvo has
been experiencing significant top-line pressure (revenue: to be
down 16-19% in 2009 y-o-y) due to the challenging macroeconomic
conditions in its markets and faster-than-expected migration to
online from print.  Considering the high operational gearing of
the business and its investments in online activities, Truvo's
EBITDA generation capacity has also been negatively impacted, with
EBITDA expected to decrease 35-38% in 2009 y-o-y, despite ongoing
cost-cutting measures.

Truvo's preliminary business plan also suggests a rather bleak
outlook for 2010, with its top-line expected to be under pressure
in 2010 and into 2011, before seeing some growth in 2012, which is
yet subject to the company's ability to transform the business
from directory to a local search and advertising business over the
medium term.  Such results would significantly undermine the
group's free cash flow generation while exerting further pressure
on its already aggressive leverage profile.  Indeed, management
expects the company's free cash flow to be negative over the next
three years.  Therefore, Moody's is concerned about the company's
liquidity in 2011 and onwards, which suggests an increased default
risk in the medium term.

The ratings also reflect Moody's concerns in relation to the
company's capital structure, which Moody's considers
unsustainable, and therefore the risk associated with the
uncertainty over how Truvo will ultimately decide to strengthen
its credit profile in conjunction with reducing its overall debt
burden, which may include the possibility of a distressed
exchange, in the near to medium term.

The Caa3 CFR continues to incorporate Moody's expectations of
below-average family recovery.  However, the rating action
reflects Moody's re-evaluation of the potential recovery prospects
for debt holders in the case of distress based on the rating
agency's re-consideration of potential post-default valuations.
Therefore, Moody's has revised its family recovery assumption to
the 30% range from its earlier assumption of the 40% range.  The
instrument ratings of Ca (LGD6) on the senior notes due 2014 have
been derived using Moody's LGD methodology.

The last rating action was implemented on 29 April 2009, when
Moody's downgraded Truvo's CFR to Caa2 from B3, reflecting the
deteriorating trend in the group's operating environment, and its
negative impact on its financial risk profile, together with
Moody's re-evaluation of the potential recovery prospects for debt
holders in the case of distress.

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

Truvo Intermediate Corp., the parent of Truvo Subsidiary Corp.,
is, through its subsidiaries, the leading directory publisher in
Belgium, Ireland and Romania.  Through its joint venture with
Portugal Telecom, the company is the leading directory publisher
in Portugal and, through its minority interests, holds leading
positions in the directory markets in South Africa and Puerto
Rico.  In 2008, the group generated consolidated revenues of
EUR318.5 million and EBITDA of EUR159.9 million under IFRS.


TXCO RESOURCES: U.S. Trustee Enters Fray Over Disclosure Statement
------------------------------------------------------------------
Law360 reports that the U.S. trustee has joined a number of
creditors in voicing concern over the disclosure statement
explaining TXCO Resources Inc.'s proposed Chapter 11 plan.

A number of creditors have lodged objections to TXCO Resources
Inc.'s disclosure statement, which centers on the company's
proposed sale to Newfield Exploration Co.

                       The Chapter 11 Plan

According to the Disclosure Statement, the Debtors have two
separate plans for consideration by the holders of allowed claims.

The first plan contemplates a sale of substantially all of the
assets of the Debtors to Newfield Exploration Company for
$223 million.  Under the Newfield PSA there are also certain
excluded assets, which will remain with Reorganized TXCO and
managed in order to pay the claims of Holders of Allowed General
Unsecured Claims.  The Debtors also have the opportunity to
consider any unsolicited acquisition proposals to determine if
they would constitute a superior proposal.

In the event the Court does not confirm the Sale Plan, the Debtors
would propose that the Court consider confirming the alternative
plan.  Under the alternative plan, the Debtors propose converting
some of the debt held by the DIP Lenders and the Term Lenders into
new equity of Reorganized TXCO.  Additionally, the Debtors would
issue new Notes to substantially all the Holders of Allowed
Claims, except for Holders of General Unsecured Claims, who will
receive a cash distribution equal to 5% of their Allowed Claim or
2.5% of the new equity of Reorganized TXCO.  The Debtors submit
that they will only seek confirmation of the Operational Plan in
the event the Court does not confirm the Sale Plan or closing does
not occur as set forth in the Sale Plan.  The Operational Plan
preserves the Debtors' ability to confirm a plan of reorganization
prior to the maturity date of the DIP Loan.

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

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

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

                    About TXCO Resources

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and willow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


US AIRWAYS: Seeks Confidential Treatment of 10-Q Exhibits
---------------------------------------------------------
US Airways Group, Inc. and US Airways, Inc., submitted an
application under Rule 24b-2 requesting confidential treatment
for information it excluded from Exhibits 2.1, 10.1, 10.2, 10.3,
10.4 and 10.5 to a Form 10-Q filed on October 22, 2009.

Based on representations by US Airways Group, Inc., and US
Airways, Inc., that the information qualifies as confidential
commercial or financial information under the Freedom of
Information Act, 5 U.S.C. 552(b)(4), the Division of Corporation
Finance has determined not to publicly disclose it.  Accordingly,
excluded information from these exhibits will not be released to
the public for the time period specified:

   Exhibit 2.1                    through April 1, 2016
   Exhibit 10.1                   through February 28, 2018
   Exhibit 10.2                   through February 28, 2018
   Exhibit 10.3                   through February 28, 2018
   Exhibit 10.4                   through March 31, 2017
   Exhibit 10.5                   through March 31, 2017

                        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: USAPA Asked DOJ to Probe Delta Transaction
------------------------------------------------------
The US Airline Pilots Association announced that it is seeking a
full investigation on the impact of a proposed slot, gate and
facility transaction between US Airways (LCC) and Delta Airlines
at New York's LaGuardia and Washington's Reagan National
airports.  In a letter to Christine Varney, assistant attorney
general of the Department of Justice's Antitrust Division, USAPA
stated that this transaction may have serious antitrust concerns.

"We are extremely concerned about the market concentration that
this transaction would create if it is allowed to be consummated,"
said USAPA President Mike Cleary.  "Those conditions raise the
prospect of much higher fares and, if history repeats itself, a
reduction in service to smaller communities.  It also places a
great burden on many of US Airways' New York-based employees whose
jobs will be eliminated and will cause financial harm to the New
York City and tri-state economy.  With all that is at stake, the
transaction warrants a thorough review of the consequences of a
deal that creates this level of market domination."

The proposed transaction calls for the transfer of 125 pairs of
New York's LaGuardia Airport slots from US Airways to Delta
Airlines and 42 pairs of Washington's Reagan National Airport
slots from Delta Airlines to US Airways.  A pair of slots is both
a takeoff and a landing right.  In addition, US Airways proposes
to transfer what USAPA believes to be LaGuardia Airport's most
coveted real estate and gates to Delta Airlines.

                        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: Registers 300,000 Shares Issuable Under Employee Plan
------------------------------------------------------------------
U.S. Concrete, Inc., filed with the Securities and Exchange
Commission a Registration Statement to register an additional
300,000 shares of the Company's common stock that may be issued
under the U.S. CONCRETE, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?4bdb

On December 14, 2009, the Company filed with the SEC a Current
Report on Form 8-K to reflect the retrospective presentation in
accordance with Statement of Financial Accounting Standards No.
160, Noncontrolling Interests in Consolidated Financial
Statements, an Amendment of ARB 51 -- SFAS No. 160 -- that was not
yet effective for the financial statements originally filed with
the Company's 2008 Form 10-K.  The Company also provided an
updated discussion of the risks and uncertainties surrounding its
liquidity and capital resources.  A full-text copy of the Updates
to U.S. Concrete's 2008 Form 10-K is available at no charge at:

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

                        About US Concrete

Houston, Texas-based US Concrete, Inc., operates in two business
segments: ready-mixed concrete and concrete-related products and
precast concrete products.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service downgraded U.S. Concrete's corporate
family rating and probability of default rating to Caa1 from B2,
its senior subordinated notes to Caa2 from B3, its speculative
grade liquidity rating to SGL-4 from SGL-2, and changed the rating
outlook to negative from stable.  The downgrades reflect continued
volume deterioration of ready-mixed concrete and precast concrete,
resulting from weak construction activity across all market
segments.  Moody's believes that non-residential construction will
decline in 2010 and ready-mixed concrete prices will weaken.  As a
result, the company's profitability is expected to continue to
suffer and its debt-to-EBITDA leverage to remain elevated over the
next year.  The downgrades also reflect weakened liquidity and the
potential for credit agreement covenant violations in 2010.

On November 17, the TCR said Standard & Poor's Ratings Services
lowered its corporate credit rating on U.S. Concrete to 'CCC+'
from 'B-'.  At the same time, S&P lowered the issue-level rating
on the company's senior subordinated notes due 2014 to 'CCC' (one
notch below the corporate credit rating) from 'CCC+'.  The
recovery rating is '5', indicating S&P's expectation of modest
recovery (10%-30%) in the event of a payment default.  The outlook
is negative.

"The downgrade reflects S&P's concern regarding U.S. Concrete's
deteriorating operating performance as a result of depressed
commercial construction activity and S&P's expectations that the
company's liquidity profile will further weaken for the remainder
of 2009 and into 2010," said Standard & Poor's credit analyst
Tobias Crabtree.

The Company swung to a net loss of $61,298,000 for the three
months ended September 30, 2009, from net income of $1,906,000 for
the year ago period.  The Company posted a net loss of $77,140,000
for the nine months ended September 30, 2009, from a net loss of
$2,898,000 for the year ago period.

At September 30, 2009, the Company had $425,208,000 in total
assets against $418,443,000 in total liabilities.  Retained
deficit was $264,072,000 at September 30, 2009.


UTGR INC: Proposes Chapter 11 Exit Strategy
-------------------------------------------
Law360 reports that the Rhode Island casino Twin River, owned
through a joint venture involving commercial real estate
heavyweight Starwood Capital Group, has filed a proposal to exit
Chapter 11 protection by signing over its new equity to lenders
but allowing current management to retain control.

Twin River is a slot parlor that serves as a major source of
revenue for Rhode Island's government.  Lincoln greyhound track
and slot parlor Twin River is run by a subsidiary of BLB
Investors, a holding company composed of Kerzner International,
Starwood Capital Group, and Waterford Group LLC.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  Donlin Recano serves
as claims and notice agent.  In its bankruptcy petition, the
Company estimated assets of less than $500 million and debt
exceeding $500 million.


VION PHARMACEUTICALS: Files for Chapter 11 Bankruptcy
-----------------------------------------------------
VION PHARMACEUTICALS, INC., a pharmaceutical company focused on
the development of novel cancer therapeutics, announced that it
had voluntarily filed for bankruptcy under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware.  Vion is continuing to operate
its business as a debtor-in-possession pursuant to Sections 1107
and 1108 of the Bankruptcy Code.

"We believe that the Chapter 11 process will allow us to maximize
the value of the Company's assets and, if necessary, to conduct an
orderly winding up or liquidation of the Company," said Alan
Kessman, Chief Executive Officer. He added, "We believe that
Onrigin(TM), Triapine(R) and our other preclinical assets should
continue to be developed, if not by us then by others, as patients
with cancer need additional treatment options as they face this
devastating disease."

The bankruptcy filing became necessary as a result of the
Company's need to conduct an additional randomized trial of its
lead anticancer compound, Onrigin(TM) (laromustine) Injection,
prior to approval for use in the United States. Earlier this week,
the Company disclosed that it had received a complete response
letter from the U.S. Food and Drug Administration ("FDA") relating
to its New Drug Application for Onrigin(TM) filed in February
2009.  In that letter, the FDA advised that the Company complete a
randomized study or studies to define the efficacy and safety of
Onrigin(TM) in the patient population proposed for the indication,
and that the study or studies be designed to demonstrate a
survival benefit that is clearly attributable to Onrigin(TM) with
an acceptable safety profile in a well-characterized patient
population.

The Company also announced that it had filed for a Special
Protocol Assessment with the FDA related to a randomized trial of
Onrigin(TM) sponsored by the Dutch-Belgian Cooperative Group for
Hematology Oncology.  The SPA process provides for an official FDA
evaluation of Phase III study protocols.  The HOVON Phase III
trial, which has accrued over 115 patients to date, combines
Onrigin(TM) with standard remission-induction therapy in patients
aged 18-65 with previously untreated acute myeloid leukemia and
high-risk myelodysplasia.

The Company does not have sufficient funds to conduct and complete
such a randomized trial and continue its operations, and has not
been able to raise additional capital in part because of its
substantial debt burden.  The Company listed total assets of $19.2
million and total liabilities of $65.0 million as of September 30,
2009.  The Company has $60 million outstanding in 7.75%
Convertible Senior Notes due 2012.

During the bankruptcy proceedings, Vion will seek to conclude the
SPA process and sell or merge the Company and/or its key assets,
which include two products in human clinical trials (Onrigin(TM)
and Triapine(R)), and two preclinical-stage products, VNP40541, a
hypoxia-selective compound, and TAPET(TM), a drug delivery
technology platform. Vion expects that if an asset sale is
consummated that it would be liquidated pursuant to a plan of
liquidation that would be subject to the approval of the
bankruptcy court. In the event of liquidation, whether following
an asset sale or otherwise, any recovery for stockholders would be
highly unlikely.

                    About Vion Pharmaceuticals

Vion Pharmaceuticals, Inc. (OTC Bulletin Board: VION) --
http://www.vionpharm.com/-- is a development-stage pharmaceutical
company that develops therapeutics for the treatment of cancer.
The Company has two small molecule anticancer agents in clinical
development, which includes Onrigin (Laromustine)and Triapine.
The Company also has two anticancer agents in the clinical
development-stage.  In February 2009, the Company filed a New Drug
Application (NDA) for Onrigin with the United States Food and Drug
Administration (FDA).


Vion has retained the services of Roth Capital Partners, LLC to
assist with the sale of the Company and/or its key assets during
the Chapter 11 proceeding. The Company has also retained Fulbright
& Jaworski L.L.P. and Richards, Layton & Finger, P.A. to serve as
its legal advisors in the bankruptcy proceeding.

The Company claims agent's Web site is at
http://www.delclaims.com/


VISKASE COS: S&P Affirms 'B-' Rating on $175 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
recovery rating on Darien, Illinois-based Viskase Cos. Inc.'s
proposed $175 million senior secured notes due 2018 to '4' from
'3'.  The '4' recovery rating indicates S&P's expectation for
average (30%-50%) recovery in the event of a payment default.  The
issue-level rating is affirmed at 'B-' (same as the corporate
credit rating).  Viskase has increased the size of the deal to
$175 million from the original proposal of $160 million.  The
ratings are based on preliminary terms and conditions.

The existing ratings on Viskase, including the 'B-' corporate
credit rating, are unchanged.  The outlook is positive.

The ratings on Viskase reflect its vulnerable business risk
profile as a producer in the highly competitive non-edible casings
niche within the packaging industry and its highly leveraged
financial profile.  With annual sales exceeding $290 million,
Viskase is a global producer of non-edible cellulosic, fibrous,
and plastic casings used in preparing and packaging processed meat
products.

                           Ratings List

                         Viskase Cos. Inc.

    Corporate credit rating                      B-/Positive/--

                     Recovery Rating Revised

                                                    To    From
                                                    --    ----
      $175 million senior secured notes due 2018    B-
       Recovery rating                              4     3


VISTEON CORP: Gets Nod for Settlement With Halla Canada
-------------------------------------------------------
Visteon Corporation obtained approval from the Bankruptcy Court of
a settlement with Halla Climate Control Canada, Inc.

Prepetition, Visteon and Halla jointly developed, manufactured,
and sold accumulators to Ford Motor Company in connection with the
"P131 Program."  Subsequently, Ford asserted various warranty
claims against Visteon and Halla Canada as a result of an alleged
warranty spike occurring between November 2005 through June 2006
on vehicles using the P131 platform containing steel accumulator.
Although Halla Canada acknowledged joint liability for the
Warranty Claims asserted by Ford, there was an ensuing
intercompany dispute with respect to the proper allocation of the
company's liability.

On September 10, 2009, Visteon settled the Warranty Claims with
Ford for approximately $3,325,860 under a warranty claim sharing
arrangement.  However, Visteon asserted that Halla Canada has not
provided it with any form of contribution or reimbursement on
account of the Warranty Claims asserted by Ford.

Halla Canada filed various proofs of claim against Visteon on
June 9, 2009:

   (i) $3,213,161 for component parts supplied to Visteon prior to
       the Petition Date or the "Prepetition Parts Claims"

  (ii) $395,574 for amounts allegedly entitled to administrative
       priority under Section 503 (b)(9) of the Bankruptcy Code
       or the "Prepetition 503(b)(9) Claims"

(iii) $3,600,000 for the cancellation of the D471 aux program or
       the "Cancellation Claim"

The $3.6 million Cancellation Claim is based on Visteon's
cancellation of multiple purchase orders with Halla Canada in
connection with the manufacture of the D471 aux as a result of
Ford's decision to resource the D471 aux to Visteon competitor.
In addition, Halla Canada requested price increases on certain
component parts which Visteon refused to accept.  While this
disagreement between Halla Canada and Visteon has not led to any
claims asserted against the parties, if left unresolved, it could
adversely affect the supply of a critical component produced by
Halla Canada, who is the sole supplier of the component in North
America.

To avoid further controversy, Visteon and Halla Canada seek the
Court's authority to enter into a settlement agreement that
represents the culmination of their negotiations.  The Settlement
allows Visteon to:

  (a) resolve more than $7,200,000 in potential claims against
      its estate;

  (b) maintain a critical component of its supply chain with
      Halla Canada without interruption or unexpected price
      increases; and

  (c) obtain a release from Halla Canada with respect to the
      Claims and any additional prepetition claims that Halla
      Canada may have as of the effective date of the Settlement
      Agreement.

To consummate the Settlement Agreement, Halla Canada and Visteon
will execute a setoff of the Warranty Claim against the
Prepetition Parts Claims, the Prepetition 503(b)(9) Claims, and
the Cancellation Claim, resulting in no payments owed to either
party.  In addition, Visteon will not be held liable for any cure
amounts in connection with the potential future assumption of any
executory contracts by and between Visteon and Halla Canada.
Halla Canada will also maintain current pricing, commercial
terms, and conditions with respect to currently supplied
component parts for the life of the respective programs,
resulting in an additional annual savings of $400,000 for
Visteon's estate.

Moreover, Halla Canada will release Visteon from any and all
liability with respect to the Claims as of the effective date of
the Settlement.

                        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 Expand E&Y Risk Assistance Work
---------------------------------------------------------
Visteon Corp. and its units obtained the Court's authority to
expand the scope of Ernst & Young LLP's services to include
certain risk and business process control assistance in connection
with Visteon Corp.'s implementation of fixed asset valuation-
related software, nunc pro tunc to November 2, 2009.

The Debtors tell Judge Sontchi that they have determined that
they are in need of risk and business process control assistance
from E&Y related to these phases of their fixed asset management
software implementation:

(a) Planning:

       * Review of the baseline plan and other project
         management activities as defined by the Debtors'
         project management office.

(b) Business Process Design:

       * Assess Fixed Asset business requirement as they relate
         to fresh-start accounting;

       * Assess critical reports and application controls;

       * Assist management with the documentation of IT general
         control processes and coordination of certain control
         processes;

       * Assess future state processes, data flows, and work
         instructions;

       * Assist management with the documentation and
         coordination of training;

       * Assess application security model;

       * Assist management with the documentation of certain
         planning strategy;

       * Oversee and manage the asset inventory procedures for
         the Corporate Headquarters location; and

       * Assist management with the documentation of the
         Application Control Review package.

(c) Assessment of Configuration and Testing Assistance:

       * Assess alignment of system design with business
         requirements;

       * Assist functional business areas in facilitating
         integration points;

       * Assist management with the documentation of test
         scripts for system/user acceptance testing;

       * Coordination of test script execution and follow-up on
         identified defects; and

       * Assist management with the documentation of interim
         manual processes that may be necessary due to late
         implementation of customizations, schedule for
         migration of historical books, or other planed system
         integrations.

(d) Deployment Assistance:

       * Assist management in the coordination and documentation
         of deployment activities.

The Debtors will reimburse Ernst & Young for reasonable and
necessary expenses incurred in connection with services,
including without limitation, travel, meals, accommodations,
telephone, photocopying, messenger services and other expenses
incurred.

The Debtors will pay Ernst & Young with regards to the additional
services pursuant to these rates:

  A. For services prior to January 1, 2010

         Level                    Hourly Rate
         -----                    -----------
         Partner/Executive           $300
         Senior Manager              $240
         Manager                     $190
         Senior Professional         $140
         Staff                       $105
         CSA/Intern                   $60

  B. For services after January 1, 2010

         Level                    Hourly Rate
         -----                    -----------
         Partner/Executive           $356
         Senior Manager              $252
         Manager                     $204
         Senior Professional         $158
         Staff                       $128
         CSA/Intern                   $64

Ernst & Young assures the Court that it is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code as required by Section 327(a).

In a separate filing, the Debtors certified to the Court that no
objection was filed with respect to their request.

                        About Visteon Corp

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

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

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


VISTEON CORP: Gets Nod to Sell Interest in Connersville Property
----------------------------------------------------------------
Visteon Corp. obtained the Court's authority to sell Visteon
Systems, LLC's interest in certain real property located in
Connersville, Indiana, and certain equipment and personal property
to the City of Connersville, Indiana, free and clear of all liens,
claims and encumbrances and other interest, pursuant to a purchase
and sale agreement dated November 18, 2009.

The Connersville Property contains various buildings, facilities
and other improvements, like a manufacturing plant, an industrial
pretreatment waste water plant, a power plant, a water meter
building, several above-ground storage tank bulk product storage
areas, parking areas, train and truck loading areas, and an
overhead transmission line corridor, as well as some undeveloped
plots of land.

Though the Debtors are not currently conducting any operations at
the Connersville Property, they still incur substantial costs
attributed to property taxes, insurance, utilities and general
maintenance of the property.

Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, tells the Court that the Debtors have spent
approximately $5 million on the investigation and remediation of
the Connersville Property and downgradient areas.  Despite the
Debtors' remediation efforts, the Connersville Property remains
contaminated and is not fit for use, he discloses.

In light of their obligations, the Debtors prepared and submitted
a Remedial Action Plan to the Indiana Department of Environmental
Management detailing the work required to complete remediation of
the Connersville Property.  The Remedial Action Plan calls for
impacted soil beneath the plant building to continue to be
remediated using soil vapor extraction and for groundwater to
continue to be remediated using enhanced reductive dechlorination
through downgradient biobarriers.

The Indiana Environmental Department has asserted that the cost
to complete remediation of the Connersville Property and the
adjoining properties is approximately $4 million.

The Debtors thus seek approval of an asset transfer and global
settlement to limit the potential administrative costs associated
with the Connersville Property of which the Debtors are
considered by the Department as the operator although it derives
no value from the property in their ongoing operations.
According to the Debtors, the transfer for the Connersville
Property will eliminate approximately $500,000 in annual expenses
attributed to property taxes, insurance, utilities, and general
maintenance of the property.

                     The Purchase Agreement

The Purchase Agreement contemplates the sale of the Connersville
Property to the City of Connersville, free and clear of all liens
and interest for a nominal amount of consideration of $500.  The
real economic value obtained by the Debtors from the sale of the
Connersville Property is derived from:

  -- the City's agreement to assume, pay for, and complete the
     remediation of the Connersville Property; and

  -- the settlement and resolution of all potential Indiana
     Environmental Department claims against the Debtors on
     account of environmental obligations.

In exchange for the City assuming responsibility for all of the
Debtors' obligations and liabilities with respect to the
remediation of the Connersville Property, Visteon Systems will
transfer its interest in the Connersville Property to the City
and contribute, at most, $500,000 towards the costs of the
remediation.

Moreover, Visteon Systems will enter into an agreed order with
the Indiana Department where the Department will release and
covenant not to sue Visteon Systems on account of any past,
current, and future liability associated with the Connersville
Property.

                  Assumption and Settlement of
                  Obligations and Liabilities

Under the parties' Agreement, the City will also assume all
responsibility for the environmental remediation of the
Connersville Property and the affected downgradient areas until
the earlier of these events occurs:

  (a) The Indiana Department issues an official written
      statement indicating that the Remediation Work is
      complete; or

  (b) The full amount of the proceeds in the Remediation Account
      and the proceeds of the Cleanup Policy, if any, have been
      properly expended by the City towards the Remediation
      Work.

The Debtors will have no liability relating to the remediation of
the Connersville Property in accordance with the terms of the
Purchase Agreement, the Release and Covenant Not to Sue, and the
Agreed Order.

To that end, the City has agreed to establish a segregated
remediation account which will be used to pay the costs of the
Remediation Work.  Accordingly, the Remediation Account will be
funded by:

  (a) The Debtors' deposit of cash amounting to $500,000 or the
      purchase of a clean-up cost cap insurance policy for the
      benefit of the City having a term of ten years, a total
      limit of $4,000,000 above a self-insured retention of
      $4,033,000; and

  (b) the City's cash deposit of:

       -- $3,533,000 if the Debtors elect to fund the Remediation
          Account with a cash deposit; or

       -- $4,033,000 if the Debtors elect to purchase the Cleanup
          Policy.

The funds deposited into the Remediation Account and the proceeds
of the Cleanup Policy, if any, will be used solely to complete
the Remediation Work.  The City will be solely responsible for
the administration of the Remediation Account and will be
entitled to any residual amounts remaining in the Remediation
Account.

                        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)


WHITE ENERGY: Files Chapter 11 Plan; Lenders to Take Stock
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that White Energy Inc.
filed a proposed Chapter 11 plan on Dec. 15 where secured lenders
owed $308 million will take almost all the new stock.  Existing
secured lenders will also receive a new $150 million secured term
loan maturing in five years and bearing interest at a rate of 4%
above the London interbank offered rate. Libor will have a 2%
floor.  Unsecured creditors with more than $19 million in claims
can split a cash pot holding as much as $750,000. Any unsecured
creditor who votes against the plan receives nothing. Secured
lenders won't participate as unsecured creditors despite their
deficiency claim of about $50 million.  Some of the new stock will
be reserved for management.

White Energy filed the Plan after it was denied by the U.S.
Bankruptcy Court for the District of Delaware of a third extension
of its exclusive right to propose a Chapter 11 plan.

Before the Chapter 11 filing in May, the company negotiated a plan
where secured lenders, owed more than $300 million, would receive
substantially all of the new stock plus a new $150 million secured
term loan.  According to the Bloomberg report, the lenders
objected to an extension of exclusivity, saying there was no need
to further delay the filing of the plan and explanatory disclosure
statement.

                       About White Energy

Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- owns three ethanol plants.  White
Energy's plants have a combined capacity of producing 240 million
gallons of ethanol a year, making it one of the 10 largest ethanol
producers in the U.S. and the second-largest gluten maker.  Two
plants are in Texas with the third in Kansas.  White spent $323
million building the plants in Texas.

The Company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601).  Michael R.
Lastowski, Esq., at Duane Morris LLP, represents the Debtors in
their restructuring efforts.  The Debtors tapped The Garden City
Group Inc. as claims agent.  On the petition date, White Energy
disclosed assets and debts ranging from $100 million to
$500 million.


WILLIAM HAINES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: William K. Haines, Jr.
                 aka Bill Haines
               Nancy J. Haines
               8785 Strausser Street NW
               Massillon, OH 44646

Case No.: 09-65171

Chapter 11 Petition Date: December 16, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtors' Counsel: Anthony J. DeGirolamo, Esq.
                  116 Cleveland Ave., N.W., Suite 307
                  Canton, OH 44702
                  Tel: (330) 588-9700
                  Fax: (330) 588-9713
                  Email: ajdlaw@sbcglobal.net

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

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

The petition was signed by the Joint Debtors.

Debtors' List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
FirstMerit Bank                                   $12,641,586
PO Box 148                                        Collateral:
Akron, OH 44309                                   $0
                                                  Unsecured:
                                                  $12,641,586

Great Lakes Financial                             $9,457,406
Group                                             Collateral:
1020 Huron Road #100                              $0
Cleveland, OH 44115                               Unsecured:
                                                  $9,457,406

Frontier Bank                                     $478,619
El Paseo Bank                                     Collateral:
PO Box 981180                                     $0
Park City, UT 84098                               Unsecured:
                                                  $478,619

FirstMerit Bank                                   $1,675,250
PO Box 148                                        Collateral:
Akron, OH 44309                                   $12,264,300
                                                  Unsecured:
                                                  $410,950

Charter One Bank                                  $391,670
1215 Superior Avenue                              Collateral:
Cleveland, OH 44114                               $0
                                                  Unsecured:
                                                  $391,670

Huntington National                               $298,385
PO Box 182232                                     Collateral:
Columbus, OH 43218                                $0
                                                  Unsecured:
                                                  $298,385

National City Bank                                $285,543
PO Box 856177                                     Collateral:
Louisville, KY 40285                              $0
                                                  Unsecured:
                                                  $285,543

First National Bank                               $941,566
PO Box 57                                         Collateral:
Orrville, OH 44667                                $698,100
                                                  Unsecured:
                                                  $243,466

FirstMerit Bank                                   $190,543
                                                  Collateral:
                                                  $0
                                                  Unsecured:
                                                  $190,543

Chase Mortgage                                    $76,602
                                                  Collateral:
                                                  $0
                                                  Unsecured:
                                                  $76,602

Huntington National Bank                          $66,421
                                                  Collateral:
                                                  $0
                                                  Unsecured:
                                                  $66,421

Chase Auto Finance                                $42,475
                                                  Collateral:
                                                  $0
                                                  Unsecured:
                                                  $42,475

Chase                                             $27,313

FirstMerit Bank                                   $23,880
                                                  Collateral:
                                                  $0
                                                  Unsecured:
                                                  $23,880

BMW Bank of North America                         $22,157
                                                  Collateral:
                                                  $0
                                                  Unsecured:
                                                  $22,157

Chase Mortgage                                    $124,348
                                                  Collateral:
                                                  $112,700
                                                  Unsecured:
                                                  $11,648

FirstMerit Bank                                   $11,110
                                                  Collateral:
                                                  $0
                                                  Unsecured:
                                                  $11,110

Bank of America                                   $6,592

First Place Bank                                  $108,952
                                                  Collateral:
                                                  $103,900
                                                  Unsecured:
                                                  $5,052

Cardmember Service                                $4,089


YRC WORLDWIDE: Revises Debt-for-Equity Offers
---------------------------------------------
YRC Worldwide Inc. has amended certain terms of its previously
announced exchange offers and has extended the expiration date for
the exchange offers until 11:59 p.m., New York City time, on
December 23, 2009, unless further extended.  The exchange offers
include each of the following outstanding series of notes:

   -- the company's 5.0% Net Share Settled Contingent Convertible
      Senior Notes and 5.0% Contingent Convertible Senior Notes
      due 2023,

   -- the company's 3.375% Net Share Settled Contingent
      Convertible Senior Notes and 3.375% Contingent Convertible
      Senior Notes due 2023, and

   -- the 8 1/2% Guaranteed Notes due April 15, 2010 of the
      company's wholly owned subsidiary, YRC Regional
      Transportation, Inc.

The company has amended the minimum tender condition for the
exchange offers, and as a result the exchange offers are
conditioned on a minimum of the following amounts of notes being
tendered in the exchange offers and not withdrawn: (i) 70% of the
aggregate principal amount outstanding of the 8 1/2% Notes, and
(ii) 85% of the aggregate principal amount outstanding of the
3.375% Notes and the 5% Notes on a combined basis.

Lenders holding commitments of at least 66 2/3% under the credit
agreement will be required to approve the revised minimum tender
condition for certain provisions of the company's credit agreement
and asset-backed securitization facility to remain in effect,
including the provisions that provide that following the
completion of the exchange offers, the lenders will defer nearly
all of their interest and fees, which are approximately
$25 million per quarter, and allow the company access to the
$106 million existing revolver reserve.  The company has reached a
tentative agreement in principle with a steering committee
representing in excess of 66 2/3% of the commitments under the
credit agreement to approve the revised minimum condition, subject
to the following requirements and other amendments to the
company's credit agreement:

   -- The existing revolver reserve which is equal to $106 million
      will be divided into two separate reserves equal to
      $50 million and $56 million.  The $50 million revolver
      reserve will be available as permitted interim loans through
      December 31, 2011, for specified operating needs so long as
      the company provides certain requested information to the
      lenders on or before January 11, 2010.  The company will be
      able to access the $56 million revolver reserve upon
      satisfaction of the conditions set forth in the existing
      credit agreement.


   -- The conditions to access the additional revolver reserve in
      excess of the existing reserve of $106 million will be
      amended to require that the company retire any 8 1/2% notes
      that remain outstanding following completion of the exchange
      offers and obtain the consent of 66 2/3% of the lenders.

   -- The company will be required to use unsecured debt or equity
      financing to retire any remaining 8 1/2% Notes or 5.0%
      Notes.

   -- The minimum consolidated EBITDA covenant for the second,
      third and fourth fiscal quarters of 2010 and the minimum
      available cash covenant will be reset.

The documentation and final terms of this tentative agreement in
principle are being finalized and are subject to the approval of
lenders holding commitments of at least 66 2/3% under the credit
agreement.

In addition, the amendment to the minimum tender condition will
require the approval of multiemployer pension funds who have
deferred at least 90% of the deferred contributions under a
contribution deferral agreement.  This fund consent would permit
the company to continue to defer the payment of interest and to
continue to be able to defer the beginning of the repayment of
deferred contributions to certain of the funds upon the successful
completion of the exchange offers.  This approval is also a
condition to the effectiveness of the credit agreement amendment.
The company is in active discussions with its funds regarding the
amendment to the minimum tender condition.

If the company consummate the exchange offers prior to
December 31, 2009, it will be able to defer approximately
$19 million in interest and fees that would otherwise be due under
its credit agreement on that date.  If it were obligated to make
this payment and did not have access to the $106 million revolver
reserve, the company's liquidity position would become
unsustainable.  As a result, the company believes it is critical
that it completes the exchange offers prior to December 31, 2009.

If the company consummates the exchange offers at the minimum
tender conditions described above, it will have $45.0 million of
its 8 1/2% Notes outstanding following the exchange offers, and
these notes will mature in April 2010.  However, the credit
agreement as amended requires that all but $15 million of the 8
1/2% Notes be retired as of March 1, 2010 or the required lenders
may accelerate the obligations under the credit agreement.  The
company's credit agreement will restrict it from using any of its
operating cash, including any tax refunds it may receive relating
to its net operating losses, to retire these notes, and thus the
company will be required to obtain third-party financing.  There
can be no assurance that the company will be able to obtain this
financing prior to March 1, 2010, or that the terms of any such
financing will be favorable to the company or its stakeholders.

The trustee under the indenture governing the 3.375% Notes and the
5% Notes has informed the company that it will likely not agree to
enter into the supplemental indenture intended to implement the
amendments to these notes made in the exchange offers if the
company seeks to remove the right of the note holders to require
the company to repurchase those notes at certain times prior to
their stated maturity.  If this occurs, the amendments to the
3.375% Notes and the 5% Notes would not become effective until the
trustee agreed to them or was required by a court to agree to
them.  As a result, the company has waived the satisfaction of
various conditions to the exchange offers relating to the proposed
amendments to be made to the 3.375% Notes and the 5% Notes,
including the condition that the trustee not raise any objections
to the exchange offers and the condition that the supplemental
indentures relating to the amendments to the 3.375% Notes and the
5% Notes shall have become effective.  Notwithstanding these
waivers, the company will continue to seek the applicable consents
and intends to vigorously pursue any measures necessary to obtain
the effectiveness of these consents.  If the trustee refuses to
enter into the supplemental indentures upon settlement, the
company may agree with the trustee to enter into a supplemental
indenture providing for the other amendments to the indentures
while in the meantime pursuing remedies that would require the
trustee to give effect to the amendments.

The company will exchange the notes for shares of the company's
common stock and new Class A convertible preferred stock in such
amounts as are set forth in the company's Registration Statement
on Form S-4, as amended, that the company originally filed with
the SEC on November 9, 2009, which together on an as-if converted
basis, if the note holders tender all of the outstanding notes in
the exchange offers, would represent approximately 95% of the
company's issued and outstanding common stock.

To validly tender their notes, the participating note holders will
be required to become party to a mutual release with the company
and consent to an amendment of the terms of the notes that would
remove substantially all of the material covenants other than the
obligation to pay principal and interest on the notes and those
relating to the conversions rights of convertible notes, and
eliminate or modify the related events of default.  As of
5:00 p.m., New York City time, on December 16, 2009, a total of
57% of the aggregate principal amount of the outstanding notes had
been tendered into the exchange offer.  The company believes some
bondholders have withdrawn as a result of their desire to tender
into the exchange only on an expiration date.  The company expects
to file an amendment to its registration statement on Form S-4
relating to the exchange offers today, and plans to request that
the U.S. Securities and Exchange Commission declare that
registration statement effective shortly after that filing.

Rothschild, Inc., and Moelis & Company LLC are acting as lead
dealer managers in connection with the exchange offer.  Holders of
the notes may contact Rothschild at (800) 753-5151 (U.S. toll-
free) or collect at (212) 403-3716 and Moelis at (866) 270-6586
(U.S. toll-free) or collect at (212) 883-3813 with any questions
they may have regarding the exchange offer.

                        Bankruptcy Warning

As reported in the Troubled Company Reporter on November 11, 2009,
YRC Worldwide told investors it would file for bankruptcy if it
cannot complete a $536 million debt exchange offer that will
enable it to tap into a $106 million revolver credit reserve.

YRC said the uncertainty regarding its ability to generate
sufficient cash flows and liquidity to fund operations raises
substantial doubt about its ability to continue as a going
concern.

YRC reported a net loss of $158.7 million for the three months
ended September 30, 2009, from a net loss of $720.8 million for
the same period a year ago.  The Company posted a net loss of
741.5 million for the nine months ended September 30, 2009, from a
net loss of $731.4 million for the same period a year ago.

At September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred
income taxes, net of $131.4 million, pension and post retirement
of $384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.

YRC Worldwide Inc., a Fortune 500 company headquartered in
Overland Park, Kan., -- http://yrcw.com/-- is one of the largest
transportation service providers in the world and the holding
company for a portfolio of successful brands including YRC, YRC
Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and
Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence. Please visit yrcw.com for more
information.


* California Retirement System Sold Stake in Portland Tower
-----------------------------------------------------------
The Wall Street Journal reports that due to insufficient cash
flows, the California Public Employees' Retirement System sold its
stake in Portland office tower, Koin Center.  emii.com relates
that CalPERS, along with real-estate company CommonWealth
Partners, had defaulted on the building's $70 million mortgage
provided by New York Life Insurance Company.  The pension fund,
says emii.com, also lost a $970 million investment in bankrupt
property venture LandSource.


* Financial Pressures on Companies May Rise Next Year
-----------------------------------------------------
Bill Rochelle at Bloomberg News, citing a report from Jefferies &
Co, said that the financial crisis forcing large companies into
bankruptcy may have abated, although perhaps temporarily.  Nine
companies sought relief from loan covenants in November, compared
with an average of 17 a month earlier this year, according to the
Jefferies report.

The pace may quicken in early 2010, according to Jefferies,
because 39% of so-called covenant-heavy loans will tighten at the
year's end.  There could be an uptick in bankruptcies a year out,
Jefferies said, because of the "significant number" of debt
maturities between 2011 and 2013 as a result of the boom years in
2006 and the first half of 2007 when junk debt was easy to sell.
Jefferies said that "many companies" may be unable to deal with
maturing debt on account of their "unsustainable leverage levels."
Meanwhile, life is easier for companies trying to finance
themselves while in bankruptcy reorganization.  The average price
for so-called debtor-in-possession financing had been 8% above the
London interbank offered rate.  Jefferies cited a recent case
where the DIP credit was priced at Libor plus 3%.


* Foreign Firms Eyed U.S. Banks
-------------------------------
Matthias Rieker at The Wall Street Journal reports that foreign
banks showed interest in failed U.S. banks.

Banco Bilbao Vizcaya Argentaria SA bought the assets of Guaranty
Financial Group Inc. in August after the latter was shut down by
federal regulators.  According to The Journal, other foreign banks
with a U.S. presence interested in acquiring failing U.S. banks
include:

     -- French bank BNP Paribas SA through its San Francisco
        subsidiary, Bank of the West;

     -- Toronto-Dominion Bank, through its Portland, Maine,
        subsidiary, TD Bank; and

     -- Rabobank, the El Centro, Calif., subsidiary of Rabobank
        Group of Utrecht, Netherlands.

Citing investment banks and lawyers, The Journal states that
having a strong U.S. presence is critical.  According to the
report, a buyer must have the staff to take over the failed bank
and its branches over a single weekend.  Barry Taff, mergers and
acquisition practice chief at law firm Silver, Freedman & Taff
LLP, said that the FDIC and other bank regulators may be
uncomfortable handing over a failed bank to a company with no
regulatory history in the U.S.


* Moody's Says 25 New Companies Added to B3 Negative List
---------------------------------------------------------
The fourth quarterly publication of Moody's B3 Negative and Lower
Corporate Ratings List indicated that just 25 companies were added
to the list.  The number of companies added has declined sharply
throughout 2009, a sign that increased liquidity in corporate-debt
markets has led to improved credit quality and a potential peak in
the default rate.

The 25 companies added to the list during the three months ended
December 1, 2009 compare with 35 additions in the previous three-
month period.

The B3 Negative and Lower list is one of several Moody's
publications that have forecast corporate debt default trends
accurately.  Given concerns that the U.S. may be vulnerable to a
"double dip" recession or a renewed escalation in the default rate
caused by a sharp increase in interest rates, any pickup in new
additions and the overall size of the MB3N list could signal a
possible turn for the worse in credit markets, Moody's said.

"The steady decrease in the number of companies added to the list
throughout 2009 has foreshadowed the expected peak in the default
rate and a general upturn in corporate ratings trends since the
worst of the credit crisis and economic slowdown," said David
Keisman, senior vice president at Moody's and author of the
report.

According to Moody's default research, the U.S. speculative-grade
default rate was unchanged in November from October, the first
time it did not increase month-to-month since December 2007.

The B3 Negative and Lower list serves as a platform to provide
investors with proprietary tools to assess relative credit quality
of speculative-grade issuers.  It details companies' speculative-
grade liquidity (SGL) ratings, associated SGL component scores and
other Moody's proprietary tools for assessing speculative-grade
credit.

Companies on the list have a probability of default rating (PDR)
of Caa1 or below, or a B3 PDR with a negative outlook or rating on
review for downgrade.  Moody's removes companies from the list
following rating actions that put them above the B3/negative
threshold, or upon defaults or ratings withdrawals.

"Nearly half of the removals from the list in the last three
months resulted from positive rating actions," Keisman said.
"This reflects better market access that has allowed many
speculative-grade companies to refinance their debts and address
liquidity concerns."

Despite these removals and a significant decline in the number of
companies being added to the list, the total size of the list has
fallen relatively modestly, to 262 from a peak of 288 six months
ago, the report said.  Almost 72% of the companies on the list are
in the Caa rating category.  In many cases, these companies have
been able to tap credit markets to forestall default, but their
credit profiles remain weak enough to keep them on the list.


* McKool Smith Expanding National Bankruptcy Practice
-----------------------------------------------------
The national litigation firm of McKool Smith is announcing the
continued expansion of the firm's Houston office with the addition
of bankruptcy litigator Basil A. Umari.

Mr. Umari joins McKool Smith's bankruptcy practice in Houston as a
principal after previously practicing with Andrews Kurth.  The
firm's bankruptcy practice was established in October 2009 and is
led by noted bankruptcy specialist Hugh Ray.

"McKool Smith is committed to having one of the top bankruptcy
practices in the world, and the addition of Basil is another step
towards that goal," says Mike McKool, co-founder of McKool Smith.
"His experience in significant bankruptcy matters will make Basil
an integral part of our team."

Mr. Umari represents debtors, creditor committees, secured and
unsecured creditors, and other parties in virtually every type of
bankruptcy proceeding.  He has represented clients from a variety
of industries, including banks, oil and gas producers, healthcare
entities, ship manufacturers, and many others.

A graduate of The University of Texas School of Law with high
honors, Mr. Umari earned his undergraduate degree in philosophy
and mathematics from Amherst College. Following law school, Mr.
Umari served as a briefing attorney for the U.S. District Court
for the Southern District of Texas.  Since entering private
practice, Mr. Umari has been recognized four times among Texas'
top young lawyers in the Texas Rising Stars list published in
Texas Monthly magazine based on his work in bankruptcy matters.

McKool Smith is recognized as one of the premier trial law firms
in the United States based on significant courtroom victories and
substantial settlements for domestic and international clients.
With more than 100 attorneys in Dallas, Austin, Houston, Marshall,
New York, and Washington DC, McKool Smith handles bankruptcy
matters and commercial, intellectual property and white collar
litigation for companies and individuals, including major
airlines, telecommunications companies, medical device
manufacturers, oil & gas concerns, and many others.  McKool Smith
is recognized in The National Law Journal for winning more of the
Top 100 Verdicts of 2008 than any other law firm in the country.


* Prosecution Drop May Embolden Bankruptcy Fraud as Filings Surge
-----------------------------------------------------------------
ABI reports that the U.S. authorities prosecuted the fewest number
of people and companies for criminal bankruptcy fraud this year
since at least 1986, even as filings continue to rise amid the
worst economic crisis since the Great Depression.


* Police & Fire Pension Fund Put Springfield at Risk of Collapse
----------------------------------------------------------------
Emily Baucum at ozarksfirst.com reported in August that police and
fire pension fund shortfall could bankrupt the city of Springfield
in Missouri, a scenario pointed out by Mayor Jim O'Neal if voters
shoot down a 3/4 cent sales tax in November.  According to
ozarksfirst.com, the pension fund is $200 million in the hole, and
City Manager Greg Burris said that the city would have to shut
down for three years to pay it off.  ozarksfirst.com quoted Mr.
Burris as saying, "We would basically start selling off everything
and then we'd have to greatly reduce city services."
Firefighters, ozarksfirst.com relates, move ahead with plans to
sue the city.  The city, according to the report, already cut more
than one million dollars from the Parks department.

Kevin Schwaller at ozarksfirst.com relates that overall, the
downtown area saw an 8% increase in sales tax revenues in the last
fiscal year compared to the year before.  ozarksfirst.com says
that the first five months of this year rose 2.7% compared to the
same time in 2008, while the city's sales tax revenue dropped
almost 10%.  The city, ozarksfirst.com states, faces a $900,000
gap, but the hiring freeze would cover $600,000 of that and the
city is trying to find ways to make up for the remaining $300,000.


* Seyfarth Shaw Adds William P. Kahn as Partner in D.C. Office
--------------------------------------------------------------
Seyfarth Shaw LLP, one of America's leading full-service law
firms, on December 16 announced that William P. Kahn has joined
the firm's Washington, D.C. office as a partner in the Corporate
Department. He joins Seyfarth from Hogan & Hartson LLP.

Kahn's practice involves a variety of corporate matters, with a
focus on mergers and acquisitions, joint ventures and capital
transactions in the United States on behalf of international
clients.  He has particular experience in serving French and
European corporate clients in their mergers and acquisitions,
private equity and strategic transactions in the United States.
Kahn also advises major U.S. and international clients on outbound
and cross-border mergers and acquisitions.  The industries he
serves include aerospace, defense, technology, marketing and
media, manufacturing and hotels

"William is a skilled corporate attorney who offers particularly
keen insights with regard to serving his French and other
international clients with their transactions in the Unites
States," said Esteban A. Ferrer, Chair of Seyfarth Shaw's
Corporate Department.  "William also helps deepen our bench in M&A
transactions, especially in the aerospace and government
contracting industries."

Seyfarth Shaw's corporate attorneys possess the broad, in-depth
experience necessary to serve a diverse client base, ranging from
start-up ventures and venture capital funds to middle market
companies and growth capital funds, and to large multinational
corporations and financial institutions.  The department's
attorneys guide clients through myriad legal issues and offer
guidance on key decisions that determine long-term success in
today's highly competitive, high-speed business environment.  The
department is a pioneer in the application of Lean Six Sigma
principles to transactional work.  Since corporate matters
frequently involve aspects of many legal disciplines, Seyfarth's
corporate attorneys regularly draw on the resources of the firm's
other practice areas such as employee benefits, intellectual
property, labor and employment, real estate, environmental and
bankruptcy to deliver coordinated, seamless service to clients. In
this way, clients receive full attention from dedicated, focused
business attorneys, as well as reap the benefits of a full-service
law firm.

"William is a terrific addition to our corporate group nationally
and to our D.C. office," said Joseph R. Damato, Managing Partner
of Seyfarth Shaw's Washington, D.C. office.  "He shares our
commitment to delivering world-class legal services to our clients
through a team-based approach."

The Washington, D.C. office of Seyfarth Shaw opened in 1971 with
two lawyers whose practice focused on labor and employment law.
Since its opening, the office has grown to over 60 lawyers.
Practices in the Washington office now include corporate,
government contracts (including regulatory compliance), foreign
investment control, employee benefits, white collar crime, labor
and employment, commercial litigation, real estate and
construction law.

"I'm excited to join Seyfarth Shaw, and I look forward to working
with my colleagues across the firm's platform," said Kahn.  "The
firm's impressive depth and breadth of resources throughout the
country and the firm's experience in applying Six Sigma principles
to transactional work will greatly assist me with my work on
behalf of my clients."

Kahn earned his J.D. from Duke University School of Law. He also
earned a Master of Laws from the Universite de Paris I Pantheon-
Sorbonne in France and a J.D. from the Universite Libre de
Bruxelles in Belgium. Kahn is admitted to the bars of the District
of Columbia, New York and Paris. He is fluent in English, French
and Dutch.

Seyfarth Shaw has over 750 attorneys located in ten offices
throughout the United States including Atlanta, Boston, Chicago,
Houston, Los Angeles, New York, Sacramento, San Francisco, and
Washington, D.C., as well as Brussels, Belgium.  Seyfarth Shaw
provides a broad range of legal services in the areas of business
services, labor and employment, employee benefits, and litigation.
The firm's practice reflects virtually every industry and segment
of the country's business and social fabric.  Clients include over
300 of the Fortune 500 companies, financial institutions,
newspapers and other media, hotels, health care organizations,
airlines and railroads.  The firm also represents a number of
federal, state, and local governmental and educational entities.


* Margaret Mann Replaces Meyers as Bankruptcy Judge
---------------------------------------------------
Chief Judge Alex Kozinski of the United States Court of Appeals
for the Ninth Circuit on December 16 announced the appointment of
San Diego attorney Margaret M. Mann to serve as judge of the U.S.
Bankruptcy Court for the Southern District of California.

Ms. Mann will fill a judgeship now held by Bankruptcy Judge James
W. Meyers, who will retire on February 28, 2010. The appointment
is contingent upon successful completion of background clearances.

Ms. Mann, 52, is presently a partner in the San Diego office of
Sheppard Mullin Richter & Hampton, LLP.  She has been with the
firm since 2008 and represents clients in commercial transactions,
bankruptcy matters, and litigation in state and federal courts.

From 2003 to 2008, Ms. Mann was a shareholder in the San Diego
office of Heller Ehrman LLP, where she managed the firm's practice
group which consisted of 20 attorneys in the U.S. and China.  From
1984 to 2003 Ms. Mann was an associate then partner in the San
Diego law firm of Luce Forward.

Ms. Mann has represented trustees and secured creditors in real
estate and Ponzi scheme cases, and debtors in large Chapter 11
cases.  She has handled pro bono Chapter 7 and 13 cases, and
served as a mediator for the U.S. Bankruptcy Court for the
Southern District of California for over 10 years.

A Chicago native, Ms. Mann was graduated with distinction from the
University of Illinois and the Tilburg School of Economics in the
Netherlands in 1978.  She received her J.D. from the University of
Southern California Law School in 1981.  She has been a member of
the Hale Moot Court Honors Program and participated in the
International Moot Court Competition in 1980. She also served an
internship with the Securities and Exchange Commission following
her graduation from USC.


* Novack Named to Replace Helen Morgan in San Jose
--------------------------------------------------
Chief Judge Alex Kozinski of the United States Court of Appeals
for the Ninth Circuit on December 15 announced the appointment of
Oakland attorney Charles Daniel Novack to serve as judge of the
U.S. Bankruptcy Court for the Northern District of California.

Mr. Novack will succeed Bankruptcy Judge Marilyn Morgan upon her
retirement from the bench next year.  The appointment is subject
to successful completion of Mr. Novack's background clearances, at
which time Judge Morgan will step down.  He will have chambers in
San Jose.

Mr. Novack, 51, began his legal career practicing general civil
litigation in 1983.  In 1991, he decided to pursue bankruptcy law
and began a two-year clerkship with Bankruptcy Judge Randall
J. Newsome of the Northern District of California.  From 1994 to
2005, he worked as an associate then shareholder at the law firm
of Kornfield, Paul and Nyberg, where he represented debtors,
creditors and parties to adversary proceedings, and handled
bankruptcy matters involving Chapters 7, 9, 11, and 13 of the U.S.
Bankruptcy Code.  He began a solo bankruptcy practice in
2005.  A native of New York City, Mr. Novack received his B.A.
from Rutgers College in 1980 and his J.D. in 1983 from the
University of California Hastings College of the Law, graduating
cum laude.  He was a member of the Hastings Law Journal, and was a
legal writing and research instructor at the law school from 1990
to 1994.

Mr. Novack is an active member of the Bay Area Bankruptcy Forum
Board of Directors and the Northern District of California Bench-
Bar Committee; lectures regularly on various bankruptcy
topics; and serves as an associate professor at California State
University East Bay, where he teaches bankruptcy for continuing
education students.

The U.S. Bankruptcy Court for the Northern District of California
is authorized 9 judges.  In fiscal year 2009, the court received
30,052 bankruptcy filings.

Judges of the U.S. Court of Appeals for the Ninth Circuit have
statutory responsibility for selecting and appointing bankruptcy
judges in the nine western states that comprise the Ninth
Circuit.  The court uses a comprehensive merit selection process
for the initial appointment and for reappointments.  Bankruptcy
judges serve a 14-year, renewable term, at a salary of $160,080,
and handle all bankruptcy-related matters under the Bankruptcy
Code.


* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors
-----------------------------------------------------------------
Publisher: Beard Books
Softcover: 788 pages for both volumes
Price: $34.95 each volume; $49.95 set
Review by Henry Berry

http://www.amazon.com/exec/obidos/ASIN/189312228X/internetbankrupt

http://www.amazon.com/exec/obidos/ASIN/1893122298/internetbankrupt

Voluntary Assignments for the Benefit of Creditors is a 1999
update of the classic nineteenth-century work on the important
financial and business instrument known as "voluntary
assignments."  The author of the original edition was Alexander M.
Burrill, a noted legal scholar who also wrote a law dictionary and
several other texts.  Voluntary Assignments for the Benefit of
Creditors is now in its sixth edition, with Avery-Webb authoring
the update.

As defined by the authors, voluntary assignments for the benefit
of creditors are "transfers, without compulsion of law, by
debtors, of some or all of their property to an assignee or
assignees, in trust to apply the same, or the proceeds thereof, to
the payment of some or all of their debts, and to return the
surplus, if any, to the owner."  Voluntary assignments offer
businesspersons from small business owners to corporate executives
great flexibility in raising capital.  Considering the many ways
that businesses can enter into voluntary assignments, the
different ways of valuing properties "assigned," and the changing
value of these properties over time, the law governing voluntary
assignment is complex.

The authors tackle the subject of voluntary assignments in all its
breadth and depth.  During the 1800s, when Burrill's work first
came out, there were innumerable cases dealing with voluntary
assignments.  The case law of the 1800s remains authoritative,
informative, and instructive today.

To render it comprehensible, the authors break down the subject
matter into its many facets, thereby allowing lawyers and others
to quickly reference areas of interest.  These cases are listed
alphabetically, and comprise more than fifty pages in a front
section titled "Table of Cases."  Cases are also referred to in
the text proper and in copious footnotes.  The format of the text,
including the footnotes, is the standard followed by many legal
texts and handbooks, notably the multi-volume American
Jurisprudence.  The sections are numbered consecutively in forty-
five chapters.  There are 458 sections in all.  The sections are
relatively short, even though the subject of voluntary assignments
is complex and there is bountiful case law.

Readers can peruse general topics such as execution of the
assignment, construction of assignments, sale of the assigned
property, and the rights, duties, and powers of the assignee. More
specific, detailed topics can be accessed using the index.  There
are two appendices. The first contains synopses of the statutes of
every state and territory on voluntary assignments.  The second
appendix contains nearly thirty standard forms that can be used
for various aspects of assignments.

Although voluminous and rigorous in its commentary and legal
citations, the two-volume Voluntary Assignments for the Benefit of
Creditors is neither dense nor ungainly.  Like a good lawyer
breaking down a case so it can be comprehended by a jury of
average persons, so does Burrill and Avery-Webb deal with the
topic of voluntary assignments.

Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career
as a prominent attorney in New York City.



                            *********

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 **