TCR_Public/091221.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 21, 2009, Vol. 13, No. 352

                            Headlines


14TH STREET LLC: Case Summary & 3 Largest Unsecured Creditors
ABIGAEL ARANDA: Case Summary & 20 Largest Unsecured Creditors
ABITIBIBOWATER INC: Canada Units Seek CCAA Stay Until March 15
ABITIBIBOWATER INC: Court OKs Repayment for Tax Liability
ABITIBIBOWATER INC: Proposes to Sell Belgo Mill to Recyclage

ABITIBIBOWATER INC: Seeks Plan Exclusivity Until April 15
ACCURIDE CORP: Files Second Amended Plan and Disclosure Statement
ACU-GEN LAB: Files for Chapter 11 Bankruptcy in Massachusetts
ADVANCED MICRO: Completes Tender Offer for 5.75% Convertible Notes
AERO INVENTORY: Creditors Seek Trustee in Aero Inventory Ch. 11

ALASKA AIR: IAMAW Approves One Contract Extension, Rejects Another
AMERICAN CAPITAL: Cut by Fitch to 'C' as Ch. 11 Filing Possible
AMERICAN CLAIMS: Regains Compliance with Nasdaq Listing Rules
AMES TRUE: Upgraded to 'B3' by Moody's on Improved Performance
AMR CORP: American Completes Exchange Bid for 2009-2 Secured Notes

AMR CORP: Expects to End Q4 2009 With $4.7 Billion Cash
AMR CORP: S&P Assigns 'B+' Rating on $276.4 Million Notes
APODACA BAIL: Files for Chapter 11 Bankruptcy Due to Debt
ARAMARK CORP: Bank Debt Trades at 7% Off in Secondary Market
BANCREDIT CAYMAN: Turnover Not a Substitute for Avoidance

BEARINGPOINT INC: Judge OKs Ch. 11 Liquidation Plan
BEAZER HOMES: Files Federal Income Tax Refund of $101 Million
BEAZER HOMES: Files Shelf Prospectus to Issue $750MM in Securities
BERNARD MADOFF: Trustee's $22-Mil. in Fees Approved
BEST CHOICE HOLDINGS: Voluntary Chapter 11 Case Summary

BEZDJIAN/SHAHEEN: Case Summary & 6 Largest Unsecured Creditors
BLACKBOARD INC: S&P Retains 'BB-' Rating on $165 Mil. Senior Notes
BLYTH INC: Moody's Downgrades Corporate Family Rating to 'B1'
BON-TON STORES: Moody's Upgrades Corporate Family Rating to 'Caa1'
BOYD GAMING: Station Casinos Deal Won't Affect Moody's 'B1' Rating

BRUCE THOMAS DANIGER: Case Summary & 6 Largest Unsecured Creditors
BUILDING MATERIALS: Wins Confirmation of Reorganization Plan
BUILDING MATERIALS: Moody's Raises Corporate Family Rating to 'B1'
BURLINGTON COAT: Bank Debt Trades at 9% Off in Secondary Market
BURLINGTON COAT: Jay Margolis Joins Board of Directors

CABLEVISION SYSTEMS: Bank Debt Trades at 5% Off
CABLEVISION SYSTEMS: MSG Has Pledge for $375 Million Revolver
CAMBIUM LEARNING: Voyager Merger Deal Cues Moody's Rating Reviews
CAMBRIDGE-LEE HOLDINGS: Case Summary & 13 Largest Unsec. Creditors
CAPMARK FINANCIAL: Gets Nod to Sell Military Housing Business

CAPMARK FINANCIAL: Has Nod for Loughlin as Restructuring Officer
CAPMARK FINANCIAL: Has Nod to Use Cash Collateral Until Dec. 27
CAPMARK FINANCIAL: Proposes to Pay FDIC, Capitalize Capmark Bank
CARMEN MITCHELTREE: Case Summary & 20 Largest Unsecured Creditors
CATHOLIC CHURCH: Wilmington Told to Disclose Settlement Terms

CEDAR FAIR: Bank Debt Trades at 2% Off in Secondary Market
CEDAR FAIR: Moody's Reviews 'Ba3' Corporate Family Rating
CHAMPION ENTERPRISES: Committee Objects to DIP Financing
CHRYSLER LLC: Flax & Sparkman Sue for Wrongful Death Claims
CHRYSLER LLC: Kolka to Continue to Provide Mgt. Services

CHRYSLER LLC: Michigan Wants to Set Off Tax Claims
CHRYSLER LLC: Old CarCo Wants to Abandon 8 Non-Debtor Units
CIRCUIT CITY: Proposes April 5 Extension of Removal Period
CIRCUIT CITY: Lexmark Int'l, et al., Object to Plan Confirmation
CIRCUIT CITY: Madcow Seeks Payment of $894,056 Admin. Claim

CITIGROUP INC: Registers 1.02BB Shares Issuable Under 2009 Plan
CLAIRE'S STORES: Bank Debt Trades at 19.20% Off
CITIZENS STATE BANK: Closed; DINB Created to Temporarily Take Over
CITADEL BROADCASTING: Files for Chapter 11 with Restructuring Plan
CITADEL BROADCASTING: Voluntary Chapter 11 Case Summary

COLONIAL BANCGROUP: Challenges Capital Deal with FDIC
CONSECO INC: Prices Common Stock Public Offering at $4.75 Apiece
CONTINENTAL AIRLINES: Completes Offering of $230MM 4.5% Notes
CONTINENTAL AIRLINES: May End Q4 2009 With Up to $2.9 Bil. Cash
CRUSADER ENERGY: Wins Confirmation of Reorganization Plan

DATASAFE GROUP: Trustee to Sell Assets, FutureIT Stake
DBSD NORTH: Gets Access to $25M Postpetition Financing
DEAN FOODS: Bank Debt Trades at 6% Off in Secondary Market
DECODE GENETICS: Receives $3-Mil. in Loan Advances from Saga
DEX MEDIA WEST: Bank Debt Trades at 9% Off in Secondary Market

DF RESTAURANTS: In Chapter 11, Has No Funds to Repay Creditors
DOLL & DOLL: S.E. Columbus Bids $850,000 for Nissan Rights
DOLLAR GENERAL: Moody's Raises Corporate Family Rating to 'B1'
EDGE PETROLEUM: Plan Consummation Expected to Occur on December 31
EMPIRE CENTER AT COLDWATER: Voluntary Chapter 11 Case Summary

ENTRAVISION COMMS: Bank Debt Trades at 5% Off in Secondary Market
FAIRCHILD CORP: Court Approves Plan of Liquidation
FAIRFIELD RESIDENTIAL: Can Hire Kurtzman Carson as Claims Agent
FIRST FEDERAL, CALIFORNIA: OneWest Bank Assumes All Deposits
FIRST STATE: Receives Non-Compliance Notice From NASDAQ

FRANKLIN TOWERS: Posts $169,000 Net Loss in Q3 2009
FRESENIUS MEDICAL: Bank Debt Trades at 4.25% Off
GENERAL MOTORS: Parties Inquire About Saab; Spyker Sends New Bid
GENERAL MOTORS: Brian Sweeney Named General Manager of Buick
GEORGIA-PACIFIC LLC: Fitch Upgrades Issuer Default Rating to 'BB'

GOTTSCHALKS INC: Delays Filing of Form 10-Q for Qtr. Ended Oct. 31
GRAPHIC PACKAGING: Bank Debt Trades at 5% Off in Secondary Market
GREENHUNTER BIOFUELS: Executes 2nd Amendment to Credit Agreement
GREENWOOD RACING: S&P Raises Corporate Credit Rating to 'BB-'
GULFSTREAM CRANE: Case Summary & 20 Largest Unsecured Creditors

GURSAHIBJOT SINGH: Case Summary & 20 Largest Unsecured Creditors
HABERSHAM BANCORP: Common Stock to Be Delisted From Nasdaq
HARTFORD FINANCIAL: Moody's Affirms 'Ba1' Preferred Stock Ratings
HAYES LEMMERZ: Consummates Plan Confirmed in November
HOLDER HOSPITALITY: Nevada Approves New Owners for Six Casinos

HOME BUILDERS: Files for Chapter 11 Bankruptcy
HSP INVESTMENT INC: Voluntary Chapter 11 Case Summary
HUNTSMAN ICI: Bank Debt Trades at 6.36% Off in Secondary Market
IDEARC INC: Bank Debt Trades at 49% Off in Secondary Market
IMH SECURED: Posts $89.4 Million Net Loss in Q3 2009

IMPERIAL CAPITAL: Closed; City National Assumes All Deposits
INCENTRA SOLUTIONS; DataLink Closes $8.8 Million Acquisition Deal
INDEPENDENT BANKERS' BANK: Bridge Bank to Take Over Operations
INSIGHT MIDWEST: Bank Debt Trades at 5.37% Off in Secondary Market
INTERMETRO COMMS: September 30 Balance Sheet Upside-Down by $20MM

IVIVI TECHNOLOGIES: Posts $3.0 Million Net Loss in FY2010 Q2
JESTER T&C LLC: Voluntary Chapter 11 Case Summary
JOSE JORGE: Sec. 341 Creditors Meeting Set for Jan. 15
JOSE JORGE: Can Access Northwest Farm's Cash Collateral
JOSEPH CHEVROLET: Gets New Lease, McDonald Takes Over

JUNIPER STREET LLC: Case Summary & 2 Largest Unsecured Creditors
KAISER GROUP: Legal Malpractice Suit Sent to Del. for Resolution
KAREN FRANCIS: Case Summary & 6 Largest Unsecured Creditors
KENDLE INTERNATIONAL: S&P Gives Stable Outlook; Keeps 'B+' Rating
KL INVESTMENTS LLC: Voluntary Chapter 11 Case Summary

LAS VEGAS SANDS: Bank Debt Trades at 13.18% Off
LAZY C ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
LEHMAN BROTHERS: Aflac End Spat Over $166M in CDS
LEHMAN BROTHERS: Judge Allows $100 Million Infusion Into Bank Unit
LENOX GROUP: Court Confirms Liquidation Plan

LEVEL 3: Bank Debt Trades at 11.45% Off in Secondary Market
LIFEMASTERS SUPPORTED: Closes Sale of Assets to StayWell Health
LAZY C ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
MCCLATCHY COMPANY: Loan Amendment Cues Moody's Developing Outlook
METROPOLITAN LOFTS: Sec. 341 Creditors Meeting Set for Jan. 12

MISCOR GROUP: Posts $4.4 Million Net Loss in Q3 2009
MICHAEL KOSTE: Voluntary Chapter 11 Case Summary
MICHAELS STORES: Bank Debt Trades at 11.09% Off
MK CUSTOM: Sec. 341 Creditors Meeting Set for Jan. 12
MOMENTIVE PERFORMANCE: Restores Regular Work Hours, Pay

MOMENTIVE PERFORMANCE: Won't Pursue Loan Amendment, Notes Offering
NAVISTAR INT'L: NFC Unit Inks Amendment to Mexico Loan Facility
NAVISTAR INT'L: Panel Approves $1.9MM Cash Award to CEO Ustian
NAVISTAR INT'L: To Release Q4 and Year-End Results on Dec. 22
NETBANK INC: Files Notice of Suspension of Section 15 Filing Duty

NETTEL CORP: Chapter 7 Trustee Has Deal With Nortel Networks
NEIMAN MARCUS: Bank Debt Trades at 11% Off in Secondary Market
NEUROGEN CORP: To Appeal NASDAQ Staff Determination
NEW SOUTH FEDERAL: Closed; Beal Bank Assumes All Deposits
NICKINELLO REALTY: Case Summary & 5 Largest Unsecured Creditors

NIELSEN COMPANY: Bank Debts Trade at 8.44% and 6.21% Off
NORTEL NETWORKS: Gets Nod for JPM Pact re Carrier Biz Sale
NORTEL NETWORKS: Gets Nod to Assign 60 Contracts to Ericsson
NORTEL NETWORKS: Proposes Claims Settlement With IBM
NORTEL NETWORKS: Proposes Claims Settlement With NeTtel Trustee

NOVELIS INC: Bank Debt Trades at 9.23% Off in Secondary Market
NRG ENERGY: Bank Debt Trades at 6% Off in Secondary Market
NYC OFF-TRACK BETTING: Deadline to Challenge Ch. 9 Petition Set
OEL INC: Case Summary & 5 Largest Unsecured Creditors
ONE COMMUNICATIONS: S&P Affirms Corporate Credit Rating at 'B'

ONEIDA LTD: High Court Won't Review PBGC Claim Dispute
ORANGE COUNTY: Case Summary & 19 Largest Unsecured Creditors
PAETEC HOLDING: CEO Arunas Discloses 5.9% Equity Stake
PAETEC HOLDING: Vice Chairman Aab Discloses 5.9% Equity Stake
PALM INC: Reports $81.92 Million Net Loss for Nov. 30 Quarter

PARAMOUNT RESOURCES: Moody's Expects Adequate Liquidity in 2010
PEOPLES FIRST COMMUNITY: Closed; Hancock Bank Assumes All Deposits
PENN TRAFFIC: Delays Filing of Form 10-Q for Period Ended Oct. 31
PEP BOYS: S&P Changes Outlook to Positive; Affirms 'B-' Rating
PERFORMANCE ANALYSIS: Case Summary & 10 Largest Unsec. Creditors

PETTERS GROUP: Petters Scam Foundation Sues Star-Tribune
PETTERS GROUP: Star Tribune Sued Over Anti-Petters Ad Contract
PHOENIX EQ HOLDING: Files for Chapter 11 Bankruptcy
PILGRIM'S PRIDE: Amends and Assumes Key Equipment Leases
PILGRIM'S PRIDE: Objection to Treasury-IRS Claims

PILGRIM'S PRIDE: Wants to Assume PNC Equipment Leases
PROTOSTAR LTD: Precluded From Repaying Debt after Sale
RED ROCKET: Sec. 341 Creditors Meeting Set for Jan. 27
RED ROCKET: Taps Raymond I Plaster as Bankruptcy Counsel
RITE AID: Posts $83.8 Million Net Loss for November 28 Quarter

RITE AID: Extends McKesson Supply Agreement to April 1, 2013
RITE AID: Launches Exchange Offer for 10.250% Notes Due 2019
ROARING FORK LODGE: Case Summary & 4 Largest Unsec. Creditors
ROBERT ANDREW LEEDY: Case Summary & 6 Largest Unsecured Creditors
ROBERT LEE COLVIN: Case Summary & 5 Largest Unsecured Creditors

ROBERT PANOZZO: Case Summary & 14 Largest Unsecured Creditors
ROCKBRIDGE COMMERCIAL: Closed; Payouts for Insured Deposits Okayed
ROOSEVELT UNION: Moody's Affirms 'Ba1' Rating on $1.6 Mil. Debt
ROPER BROTHERS: Files for Chapter 11 Bankruptcy in Richmond
SARATOGA FOOD GROUP: Case Summary & 20 Largest Unsecured Creditors

SHIRLEY SUBER: Case Summary & 20 Largest Unsecured Creditors
SKYE INTERNATIONAL: Chapter 11 Petition Filed
SPA CHAKRA: Gets Interim OK for DIP Financing, Cash Collateral Use
SPANSION INC: Morgan Stanley Bills $700,000 for March to August
ST. JOSEPH'S HOUSING: Case Summary & 8 Largest Unsecured Creditors

STAR TRIBUNE: Foundation Files Suit for Breach of Ad Contract
STATION CASINOS: CMBS Claims Objection Premature, Says Panel
STATION CASINOS: Files Rule 2015.3 Report
STATION CASINOS: Lack of Talk in Case Puzzles Judge, Says Report
SUNGARD DATA: Bank Debts Trade at 5% and 7% Off

SUNWEST MANAGEMENT: Gets Court Approval to Proceed Bankruptcy Case
SUPERVALU INC: Moody's Gives Negative Outlook, Holds 'Ba3' Rating
SYMMETRY MEDICAL: To Consolidate Facilities, Reduce Staff
TAYLOR BEAN: REO Auction Lifts Price to $81.2 Million
TETON ENERGY: Can Employ Garden City as Claims Agent

TETON ENERGY: Can Hire Gersten Savage as Bankruptcy Counsel
TETON ENERGY: Case Summary & 20 Largest Unsecured Creditors
TETON ENERGY: Gets Court OK to Hire Morris Nichols as Co-Counsel
TIMBERS AT THE SUMMIT: Case Summary & 20 Largest Unsec. Creditors
TIMOTHY RAY WRIGHT: Case Summary & 20 Largest Unsecured Creditors

TITANIUM GROUP: Posts HK$2.3 Million Net Loss in Q3 2009
TOWNSHIP OF IRVINGTON: Moody's Cuts Long-Term Rating to 'Ba1'
TRAGO INTERNATIONAL: Case Summary & 19 Largest Unsecured Creditors
TRANS-INDUSTRIES: Court Has Jurisdiction Over ERISA Suit
TRIBUNE CO: Plan Exclusivity Extended Until Feb. 28

TRIBUNE CO: Proposes to Establish Document Depository
TRIBUNE CO: Creditors Committee Objects to Gutman Settlement
TRUE TEMPER: Exits Chapter 11 Bankruptcy
VANDERSCHAAF: Case Summary & 10 Largest Unsecured Creditors
VINCENT BURR: Voluntary Chapter 11 Case Summary

VION PHARMACEUTICALS: Woes in Raising Capital Prompts Filing
VION PHARMACEUTICALS: Case Summary & 30 Largest Unsec. Creditors
WASTEQUIP INC: Moody's Cuts Corporate Family Rating to 'Caa2'
WEST CORP: Bank Debts Trade at 8.50% & 6% Off
WILDERNESS CROSSINGS: Voluntary Chapter 11 Case Summary

WOODCREST CLUB: List of 20 Largest Unsecured Creditors
WOODCREST CLUB: Sec. 341 Creditors Meeting Set for Jan. 15
YOUNG OIL: Bankruptcy Court Tells Kentucky Regulators to Stop
YRC WORLDWIDE: Revises Debt-for-Equity Offers; Extends Deadline

* 2009's Bank Closings Rise to 140 as 7 Banks Shut Friday
* Airline Unions Ask House Panel for Changes in Bankruptcy Law
* Fortune 500 Firms Select McKool Smith as 2010 'Go-To Law Firm'

* JD Wichser & Brian Cantor Join Alvarez & Marsal as Sr. Directors
* SEC Approves Tougher Rules on Executive Pay

* BOND PRICING -- For the Week Ended December 14 to 18, 2009


                            *********

14TH STREET LLC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 14th Street LLC
        1237 Casiano Road
        Los Angeles, CA 90049

Bankruptcy Case No.: 09-45759

Chapter 11 Petition Date: December 17, 2009

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

Judge: Richard M. Neiter

Debtor's Counsel: Peter A. Davidson, Esq.
                  Ervin Cohen & Jessup LLP
                  9401 Wilshire Blvd 9th Fl
                  Beverly Hills, CA 90212
                  Tel: (310) 273-6333
                  Fax: (310) 859-2325
                  Email: pdavidson@ecjlaw.com

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

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

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/cacb09-45759.pdf

The petition was signed by Shahram Sanieoff, managing member of
the Company.


ABIGAEL ARANDA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Abigael C. Aranda
                 aka Guy Aranda
                 dba Guy's Fencing
                 aka Teresa P Aranda
                 dba Guy's Drilling
                 aka Guy Aranda
               Teresa Aranda
                 dba La Reyna Bakery and Grill
                 fdb  La Reyna Bakery
                 aka Teresa P Aranda
               9010 Starr Road
               Windsor, CA 95492

Bankruptcy Case No.: 09-14166

Chapter 11 Petition Date: December 9, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtors' Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  Email: mcfallon@fallonlaw.net

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

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

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

             http://bankrupt.com/misc/canb09-14166.pdf

The petition was signed by the Joint Debtors.


ABITIBIBOWATER INC: Canada Units Seek CCAA Stay Until March 15
--------------------------------------------------------------
Abitibi-Consolidated Inc., Bowater Inc. and certain of their
affiliates, as applicants under the Companies' Creditors
Arrangement Act of Canada asked Honorable Mr. Justice Clement
Gascon, J.S.C., of the Superior Court Commercial Division for the
District of Montreal in Quebec, Montreal, Canada, to extend the
period within which no right may be exercised and no proceeding
may be commenced or proceeded against them or any of their
property, assets, rights and undertakings, through and including
March 15, 2010.

The CCAA Applicants' current CCAA Stay Period is set to expire on
December 15, 2009.

On behalf of the CCAA Applicants, Stikeman Elliott LLP, in
Montreal, Canada, relates that since the Second Extended CCAA
Stay, the Applicants have continued to work on implementing and
maintaining effective procedures to permit an efficient
monitoring of their financial situation.

Specifically, the Applicants are continuing to review all of
their real estate, equipment leases and executory contracts with
a view to renegotiating or rejecting any lease or contract that
has an unfavorable financial impact on their business in
comparison with the current market conditions or that is no
longer necessary for their ongoing operations.  At the same time,
the Applicants have continued initiatives and are taking steps to
dispose of non-productive or redundant assets, which processes
require time in order to maximize the return on the disposal of
those Assets.

Stikeman Elliott emphasized that the CCAA Applicants are devoting
time to these specific transactions:

  * The closing of the sale of their interest in the 335MW
    hydroelectric facility owned and operated by Manicouagan
    Power Company to Hydro-Quebec for C$615 million, and the
    transactions that must be undertaken in relation to the
    closing.

  * Multi-party pension restructuring discussions with unions,
    which are chaired by representatives of the Government of
    Quebec in order to reach a comprehensive deal by January 31,
    2010 on union issues.

  * The delivery of the CCAA Applicants' Business Plan to the
    financial advisors of major stakeholders on November 29,
    2009, upon which the CCAA and Chapter 11 restructurings are
    to be based, and participation in management presentation
    meeting on December 2, 2009, in Montreal.

"The extension of the Stay Period is necessary in order to
provide the Petitioners an adequate period of time to finalize
the stabilization of their business and to initiate and continue
discussions with their stakeholders with a view to assembling a
plan of compromise or arrangement under the CCAA," Stikeman
Elliott averred.

The CCAA Applicants assured Mr. Justice Gascon that no creditor
will suffer any undue prejudice by the extension of the Stay
Period.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Court OKs Repayment for Tax Liability
---------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware authorized AbitibiBowater, Inc., and
AbitiBowater U.S. Holding LLC, together with three newly formed
limited liability companies -- (i) LLC1, as a wholly owned
subsidiary of AbitibiBowater Inc., (ii) LLC Holdco, as the
immediate parent of LLC1, and (ii) LLC2, as a wholly owned
subsidiary of Abitibi-Consolidated Company of Canada -- to engage
in a series of transactions necessary to effectuate the repayment
of certain intercompany debt to address the potential
$55.25 million Canadian withholding tax liability without
affecting creditors' interests in their Chapter 11 Cases.

As required to effectuate the Repayment Steps and the ABH LLC
Note Repayment, the Bankruptcy Court allowed the Debtors and the
Liability Companies, as applicable, to enter into the Support
Agreement and the amended financing agreements that require the
return and acceptance of replacement collateral, guarantees, and
pledges.

The Debtors, together with LLC1, LLC Holdco and LLC2, are not
subject to any stay in the implementation, enforcement or
realization of the Court order, Judge Carey clarified.

The Bankruptcy Court directed the ACCC Term Agent to deliver to
the Debtors, not later than three business days prior to the
effective date of the ABH LLC Note Repayment, the original ABH
LLC Note to be held by the Debtors pending consummation of the
Repayment Steps and subject at all times to the liens and claims
of the ACCC Term Agent.

Upon consummation of the Repayment Steps:

-- The LLC2 Note will be deemed to be a prepetition obligation
    of ABH LLC, representing the same priority of and claims
    against ABH LLC as the ABH LLC Note prior to the Repayment
    Steps;

-- LLC1 will grant to the ACCC Term Agent, for the benefit of
    the ACCC Term Loan Creditors, a security interest in and
    continuing lien on all of its right, title and interest in,
    to and under all of the assets of LLC1.  LLC Holdco will
    grant to the ACCC Term Agent, for the benefit of the ACCC
    Term Loan Creditors, a security interest in and continuing
    lien on all of its right, title and interest in, to or under
    the LLC1 Units;

-- The assets of LLCI and the LLC1 Units (i) will constitute
    "ACCC Term Loan Collateral" as that term is defined in the
    final order approving the Securitization Program, and (ii)
    will be subject to the ACCC Term Loan Liens; and

-- LLC1 will grant to ACCC a security interest in and
    continuing lien on all of its right, title and interest in,
    to or under the LLC2 Note.  LLC Holdco will grant to ACCC a
    security interest in and continuing lien on all of its
    right, title and interest in, to or under the LLC1 Units,
    which are all subject and subordinate to the ACCC Term Loan
    Liens.

To address certain issues raised by Aurelius Capital Management,
L.P., with respect to the Repayment Steps, the Bankruptcy Court
emphasized that LLC Holdco will cause LLC1 to, and LLC1 will,
perform its obligations under the LLC2 Note and take, or cause to
be taken, the necessary steps to ensure that (i) the economic
value of the LLC2 Note is preserved, and (ii) ACCC is in no way
adversely affected by the ABR LLC Note Repayment, except as
otherwise set forth in any plan of reorganization or arrangement
confirmed by the Bankruptcy or the Canadian Court.

Judge Carey also noted that ABH LLC and LLC1 will not make any
payment or otherwise reduce any amount owing under the LLC2 Note
absent the approval of the Bankruptcy or the Canadian Court.

Upon completion of the Repayment Steps and the ABH LLC Note
Repayment, the Debtors will file a request to dismiss LLC2's
Chapter 11 case pursuant to Section 1112 of the Bankruptcy Code.

Failure to execute all the Repayments Steps will deem the
transactions void ab initio and any and all actions taken in
furtherance of the Transactions will be null and void, the
Bankruptcy Court ruled.

                Canadian Court Enters Ruling

Mr. Justice Gascon of the Canadian Court also approved the
Repayment Steps, as it relates to the authorization required by
ACCC and Abitibi-Consolidated Inc., as applicants under the
Companies' Creditors Arrangement Act in Canada, to proceed with
the Transactions.

"The economic reasons for the tax restructuring at issue are well
articulated.  The justifications for the restructuring from a tax
standpoint appear reasonable and legitimate.  The legality of the
various corporate steps contemplated is properly supported," Mr.
Justice Gascon opined.

The Canadian Court clarified that only in so far as ACI is
concerned, the Financing Amendments, the vesting of the ABH LLC
Note, the execution of the Repayment Steps and the security
interest to be created in favor of the ACCC Term Lenders:

  -- are to be binding on any trustee in bankruptcy that may be
     appointed; and

  -- will not be void or voidable nor be deemed to be a
     settlement, fraudulent preference, assignment, fraudulent
     conveyance or other reviewable transaction under the
     Bankruptcy and Insolvency Act or any other applicable
     federal or provincial legislation; and

  -- will not give rise to an "oppression remedy."

             E&Y Reports Assessment of Repayment Steps,
          Presents August-September 2009 Cash Flow Results

In its 22nd report filed with the Canadian Court, Ernst & Young,
Inc., the Court-appointed monitor in the Canadian proceedings of
the CCAA Applicants, acknowledged that the Repayment Steps "are
reasonable and, once implemented, should have the tax
consequences intended by the Petitioners."

According to E&Y Vice President Alex Morrison, the Repayment
Steps and the Support Agreement permit the satisfaction, for tax
purposes, of the ABH LLC Note in a manner that should prevent the
payment of the Withholding Tax by ACCC, while replacing the CCAA
Applicants' interest in the ABH LLC Note with a residual interest
in the LLC2 Note through the Support Agreement.

In this regard, the Support Agreement "preserves the economic
benefit currently attributable to the ABH LLC Note for the
benefit of ACCC and its stakeholders," Mr. Morrison averred.

In a separate Monitor's Report, E&Y apprised the Canadian Court
on a four-week cash flow result of the CCAA Applicants for the
period from September 21, 2009, to October 18, 2009.

Mr. Morrison disclosed that the forest products industry
continues to face significant challenges with respect to pricing
and demand, which are largely attributed to overcapacity in the
newsprint market and ongoing weakness in the U.S. housing market.

Despite weakness in the North American paper market, demand for
both uncoated mechanical and printing and writing papers
increased in September 2009, which indicates that market demand
is stabilizing, Mr. Morrison said, citing a report issued by the
Pulp and Paper Products Council on October 22, 2009.  The PPPC
Report further noted that while demand is still significantly
lower as compared with the statistics of previous years, it has
begun to recover from historically low levels.

Mr. Morrison disclosed that as of October 18, 2009, the Abitibi-
Consolidated, Inc. Group had ending cash balance and available
liquidity that were each approximately $26.0 million lower than
the ACI forecast.  The total liquidity of the ACI Group was
$143.3 million as at October 18.

On the other hand, Bowater Canadian Forest Products Inc. had cash
on hand of $7.4 million at October 18, 2009.  Overall, the ending
cash balance was $12.2 million lower than the Bowater Canadian
Forest Products, Inc. forecast.  As at January 17, 2010, BCFPI's
liquidity is projected to be approximately $10.1 million, not
including the proceeds relating to the sale of certain
timberlands by Smurfit-Stone Container Canada Inc., which will
result in BCFPI receiving net proceeds in the amount of
approximately $25.6 million.

Full-text copies of E&Y's November 4, 2009 and November 19, 2009

Monitor Reports are available at no charge at:

      http://bankrupt.com/misc/CCAA_20thMonitorReport.pdf
      http://bankrupt.com/misc/CCAA_22ndMonitorReport.pdf

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Proposes to Sell Belgo Mill to Recyclage
------------------------------------------------------------
Abitibi-Consolidated Inc., Bowater Inc. and certain of their
affiliates, as applicants under the Companies' Creditors
Arrangement Act of Canada sought and obtained permission from Mr.
Justice Gascon to sell the assets of the permanently closed down
pulp and paper mill -- the Belgo Mill -- located in Shawinigan,
Quebec, to Recyclage Arctic Beluga Inc. for an undisclosed
purchase price.

The Belgo Mill consists of four paper machines that produced
105,000 tons of newsprint and 205,000 tons of commercial printing
paper per year, as well as buildings and certain real property.

Abitibi Consolidated Company of Canada, however, closed the Belgo
Mill in February 2008 as it did not see the Mill fitting in the
long-term strategy of the Abitibi Group.  ACCC is currently
funding holding costs of the Mill, including utilities,
insurance, property taxes and maintenance costs of approximately
$2.3 million per annum.  As a result, ACCC determined that in
order to preserve its liquidity it would implement a process to
market the Belgo Mill for sale in order to mitigate future
carrying costs.

Ernst & Young, Inc., the Court-appointed monitor in the Canadian
proceedings of the CCAA Applicants noted in its 23rd Monitor's
Report that pursuant to a sale process, the Applicants received
offers that ranged from demolition of the Belgo Mill to
purchasing the entire site, including the land, equipment and
building.

Based on a number of criteria, including timing, total cash
consideration, ability to close and liabilities assumed by the
purchaser, Recyclage was selected as the winning bidder by the
CCAA Applicants, to which decision E&Y concurred, E&Y Vice
President Alex Morrison related.

Subsequently, Recyclage signed a letter of intent on Sept. 1,
2009, with respect to the Proposed Sale and completed all of its
due diligence on September 21, 2009.  ACCC and Recyclage worked
together to finalize the Purchase Offer, which includes the
contemplated deed of sale for the sale of the land and buildings,
as well as the purchase and sale agreement in respect of the
equipment.  ACI and ACCC, as vendors, and Recyclage subsequently
executed the Purchase Offer on November 4, 2009.

The Monitor concurs with the [Applicants'] assessment that the
Purchaser's bid was the most favorable bid and in the best
interests of the stakeholders.  A full-text copy of E&Y's
November 20 Monitor's Report is available at no charge at:

     http://bankrupt.com/misc/CCAA_23rdMonitorReport.pdf

                      *     *     *

Mr. Justice Gascon held that any repayment of the sums owed under
the Abitibi-Consolidated Inc. DIP Facility, if any, out of the net
sale price generated by the transaction in the Offer to Purchase
will give rise to the "subrogation mechanism" in favor of the
Senior Secured Noteholders of 13.75% senior notes due April 1,
2011, up to the amount of the ACI DIP Facility thereby repaid.

The Proceeds of the Sale held and kept by E&Y will be charged
with a hypothec in favor of:

  * U.S. Bank, National Association, successor of Wells Fargo
    Bank, N.A., as indenture and collateral trustee for the
    benefit of the Senior Secured Noteholders, having the same
    rank and priority as the hypothecs held by the Trustee; and

  * the ACI DIP Lender.

The Canadian Court also authorizes the Applicants to file the
Deed of Sale under seal.  The Applicants have noted that the
confidential nature of the Document and the potential impact it
could have on the current and any future marketing of other
closed mills.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Seeks Plan Exclusivity Until April 15
---------------------------------------------------------
Abitibibowater Inc. asked the Hon. J. Carey of the United States
Bankruptcy Court for the District of Delaware to further extend
the period within which they may:

(a) file a Chapter 11 plan through April 15, 2010; and
(b) solicit acceptances of that plan through June 11, 2009.

The Debtors' current Exclusive Plan Filing Period expires on
December 15, 2009.  The current Exclusive Solicitation Period
ends on February 10, 2010.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, relates that since the Initial Exclusive
Periods Extension, the Debtors have made substantial progress in
their complex cross-border operational and financial
restructuring.  In particular, the Debtors have focused their
resources on:

  -- the continued rationalization, stabilization and
     streamlining of their operations;

  -- the disposition of underperforming or non-essential assets;

  -- the analysis of their lease and contract portfolios to
     identify and reject burdensome contracts and unexpired
     leases;

  -- a cross-border tax restructuring to address a potential
     large year-end Canadian tax liability;

  -- a comprehensive cross-border approach to claims
     reconciliation, including the establishment of a Claims Bar
     Date on November 13, 2009;

  -- the formulation of a comprehensive business plan and
     five-year projections; and

  -- the creation of a complex creditor recovery model to serve
     as the basis for negotiating a plan consensually acceptable
     to the Debtors and the applicants under the Companies'
     Creditors Arrangement Act of Canada.

However, given size and scope of their operations, the complexity
of their capital structure, and the demands of conducting
parallel their restructuring proceedings in the U.S. and Canada,
the Debtors seek an extension of the Exclusive Periods to
complete their valuation and value allocation analysis leading to
the formulation and negotiation of a plan or plans of
reorganization that can be supported by key creditor constituents
and approved by the Court.

Mr. Greecher specifies that the Debtors and their advisors have
devoted substantial resources over the past several months
towards (i) developing a comprehensive Strategic Plan, Financial
Forecast and Business Plan, (ii) creating a complex creditor
recovery model, (iii) preparing valuation analysis for the
reorganized Company, and (iv) drafting a comprehensive Plan of
Reorganization and Plan of Arrangement term sheet as a starting
point for negotiations with creditors.

"These work streams have set the stage for the Company's
completion of its valuation analysis and value allocation model,
which will lead to the formulation and negotiation of a plan of
reorganization that is acceptable to its key constituents," Mr.
Greecher tells the Court.

Notably, the Company's cross-border restructuring depends upon
coordinated Chapter 11 and CCAA plans with interdependent plan
provisions, a significant challenge that introduces additional
complexity into the plan formulation process, Mr. Greecher adds.

Furthermore, Mr. Greecher says, AbitibiBowater embarked on a
rigorous internal and external review of the operating
performance of all its significant assets in order to determine a
strategic action plan.  That plan was unveiled to creditor
advisors on September 16, 2009, and served as the cornerstone to
building the Company's Financial Forecast and comprehensive
Business Plan.

In order to position the launch of plan negotiations, the Debtors
and their advisors have been working to complete a draft plan
term sheet which will be completed in January 2010, along with
the other key work streams, according to Mr. Greecher.

The Court will convene a hearing on January 19, 2010, to consider
the Debtors' Extension Motion.  Objections, if any, must be filed
by December 28, 2009.

Pursuant to Local Rule 9006-2 of the Local Rules for the U.S.
Bankruptcy Court for the District of Delaware, the Debtors'
Exclusive Periods are automatically extended until the Court
has had an opportunity to consider and act on the Debtors'
extension request.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ACCURIDE CORP: Files Second Amended Plan and Disclosure Statement
-----------------------------------------------------------------
In a regulatory filing Friday, Accuride Corporation and its
domestic subsidiaries disclosed that on December 16, 2009, they
filed the second amended joint plan of reorganization and a
related amended Disclosure Statement with the U.S. Bankruptcy
Court for the District of Delaware.  The plan and disclosure
statement amended versions of the plan and disclosure statement
previously filed with the bankruptcy court on December 11, 2009.

The disclosure statement hearing was held Friday.  The Court's
docket shows that a decision whether to approve or disapprove the
proposed second amended disclosure statement has not yet been
made.

The changes in the plan include:

a) Article III. B. 11. (b) Treatment of Class 10 - Accuride Other
    Equity Interests.

    In the event that Class 7 and Class 10 vote to accept the
    Plan, on the Initial Distribution Date, each holder of
    Accuride Other Equity Interests as of the Distribution Record
    Date shall receive a Pro Rata share of 2,000,000 shares of the
    New Common Stock and its Pro Rata share of the New Warrants in
    satisfaction of its Class 10 Equity Interests.

b) Article V. F. New Common Stock; New Warrants

    On the Effective Date, Reorganized Accuride shall issue New
    Common Stock to Holders of Allowed Subordinated Claims and, if
    Class 7 and Class 10 vote to accept the Plan, to Holders of
    Allowed Accuride Other Equity Interests, in each case,
    pursuant to the terms set forth herein.  The aggregate number
    of shares of New Common Stock to be issued on the Effective
    Date shall be (i) 122,500,000 shares if Class 7 votes to
    accept the Plan but Class 10 votes to reject the Plan or (ii)
    125,000,000 shares if both Class 7 and Class 10 vote to accept
    the Plan.  From and after the Effective Date, Reorganized
    Accuride shall use its best efforts to list the New Common
    Stock on a national securities exchange.

    In the event that Class 7 and Class 10 vote to accept the
    Plan, on the Effective Date, Reorganizaed Accuride shall issue
    New Warrants to Holders of Allowed Accuride Other Equity
    Interests pursuant to the terms set forth herein.

No other significant changes were noted.

A copy of the second amended plan is available for free at:

   http://bankrupt.com/misc/accuride.secondamendedplan.pdf

A copy of the related disclosure statement is available for free
at http://bankrupt.com/misc/accuride.DSsecondamendedplan.pdf

Black-lined versions of the Second Amended Plan and Disclosure
Statement are available for free at:

         http://bankrupt.com/misc/accuride.blacklines.pdf

As reported in the Troubled Company Reporter on December 16, 2009,
Accuride Corp. amended its proposed plan of reorganization and
explanatory disclosure statement that were filed November 17,
2009.  Accuride filed the updated version of the documents ahead
of the December 18 hearing to consider the adequacy of the
information of the disclosure statement.

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

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

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

Additional terms of the Plan are:

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

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

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

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

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

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

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

                     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.


ACU-GEN LAB: Files for Chapter 11 Bankruptcy in Massachusetts
-------------------------------------------------------------
Julie M. Donnelly at Mass High Tech reports that Acu-Gen Biolab
Inc. filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court
for the District of Massachusetts, listing assets of less than
$50,000 and liabilities of between $100,000 and $500,000.

Chang Ning Wang, the company president, will appear before the
Bankruptcy court on Jan. 26, 2010, to show cause why the
bankruptcy case should not be dismissed, Ms. Donnelly says.

Based in Lowell, Acu-Gen Biolab Inc. makes and sells Baby Gender
Mentor designed to detect the gender of a baby earlier in a
pregnancy that traditional ultrasound.


ADVANCED MICRO: Completes Tender Offer for 5.75% Convertible Notes
------------------------------------------------------------------
Advanced Micro Devices, Inc., on December 17, 2009, announced it
has completed its offer to purchase for cash, on a pro rata basis,
up to $1,000,000,000 aggregate principal amount of its 5.75%
Convertible Senior Notes due 2012, at a purchase price equal to
$990 per $1,000 of the principal amount of such notes, plus
accrued and unpaid interest thereon.

The Offer expired at 12:00 midnight, New York City time, on
December 16, 2009.  The Company has been advised by Mackenzie
Partners, Inc., as Information Agent and Depositary, that,
pursuant to the terms of the Offer, Notes with an aggregate
principal amount of $1,351,634,000 were validly tendered and not
withdrawn prior to the Expiration Date.  The Company has accepted
for purchase $1,000,000,000 aggregate principal amount of the
Notes validly tendered and not withdrawn at a purchase price of
$990 per $1,000 principal amount of Notes, plus accrued and unpaid
interest through, but excluding, the date of purchase.  The
aggregate consideration (including accrued and unpaid interest)
for the accepted Notes of roughly $1.010 billion will be delivered
promptly by The Depository Trust Company to the tendering holders
on a pro rata basis, based on the aggregate principal amount of
Notes validly tendered and not withdrawn in the Offer.  After the
purchase pursuant to the Offer, roughly $485,000,000 aggregate
principal amount of the Notes remain outstanding.

AMD retained J.P. Morgan Securities Inc. and Citadel Securities
LLC to act as Dealer Managers for the tender offer.  Questions
regarding the tender offer may be directed to J.P. Morgan
Securities Inc. at (800) 261-5767 (toll-free) or Citadel
Securities LLC at (877) 660-1735 (toll-free).

                   About Advanced Micro Devices

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

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

                           *     *     *

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

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


AERO INVENTORY: Creditors Seek Trustee in Aero Inventory Ch. 11
---------------------------------------------------------------
The aircraft parts makers that filed an involuntary Chapter 11
petition for Aero Inventory (UK) Ltd. have filed an emergency
motion seeking the appointment of a trustee, saying the joint
administrators appointed in the Company's insolvency proceedings
in England may be conflicted, Law360 reports.

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

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


ALASKA AIR: IAMAW Approves One Contract Extension, Rejects Another
------------------------------------------------------------------
Alaska Airlines said the carrier's 625 ramp service and stores
agents represented by the International Association of Machinists
and Aerospace Workers have ratified a two-year contract extension.
The airline's 2,800 clerical, office and passenger service
employees, who are also represented by the IAMAW, rejected an
identical two-year extension proposal.

The agreement for ramp service and stores agents was ratified by
85 percent of the employees who voted, while the clerical, office
and passenger service work group rejected their proposed contract
extension by 65%.

"We're pleased that our ramp service and stores agents
resoundingly approved the extension and will continue to have a
stable labor agreement that recognizes their dedicated efforts to
provide our customers with outstanding service," said Kelley
Dobbs, Alaska Airlines' vice president of human resources and
labor relations.  "While we're disappointed that our clerical,
office and passenger service employees rejected the same extension
proposal, we respect their choice and will begin preparations for
contract negotiations early next year."

The contract extension approved by ramp service and stores agents
provides them with a 1.5% pay increase in June 2010 and 2011, plus
an annual pay raise based on their seniority with the company. In
addition, they will now participate in the same performance-based
incentive plan as all other Alaska Airlines work groups, except
clerical, office and passenger service employees.

Under the Railway Labor Act, which governs collective bargaining
agreements in the airline industry, contracts do not expire.
Instead, they become amendable.  The current contract for Alaska
Airlines' clerical, office and passenger service employees becomes
amendable on July 19, 2010. Negotiators for Alaska and the IAM
will commence the bargaining process in early 2010.

Alaska Airlines and Horizon Air, subsidiaries of Alaska Air Group
(NYSE: ALK) -- http://www.alaskaair.com/-- together serve more
than 90 cities through an expansive network in Alaska, the Lower
48, Hawaii, Canada and Mexico.  Alaska Airlines ranked "Highest in
Customer Satisfaction Among Traditional Network Carriers" in the
J.D. Power and Associates 2008 and 2009 North America Airline
Satisfaction Studies(SM).

                           *     *     *

Alaska Air Group Inc. carries Moody's "B1" Long-Term Corporate
Family Rating and S&P's "BB" Long-Term Foreign Issuer Credit
Rating and "BB" Long-Term Local Issuer Credit Rating.  Subsidiary
Alaska Airlines Inc. also carries S&P's "BB" Long-Term Foreign
Issuer Credit Rating and "BB" Long-Term Local Issuer Credit
Rating.


AMERICAN CAPITAL: Cut by Fitch to 'C' as Ch. 11 Filing Possible
---------------------------------------------------------------
Fitch Ratings has downgraded American Capital Strategies LLC
ratings:

  -- Issuer Default Rating to 'C' from 'CC';
  -- Senior unsecured debt to 'CCC/RR2' from 'B-/RR2'.

All ratings have been removed from Rating Watch Negative.
Approximately $2 billion of debt is affected by this action.

The downgrade of ACAS' IDR to 'C' reflects the fact that ACAS is
operating under a stand-still agreement with unsecured creditors
and is coupled with Fitch's expectation that ACAS will pursue a
pre-packaged Chapter 11 plan of reorganization if it is unable to
reach a restructure agreement with unsecured creditors.

Based on a Recovery Rating of 'RR2', notching of the senior
unsecured debt rating remains above that of the IDR and continues
to reflect Fitch's belief that collateral available to creditors,
even on a stressed basis, provides superior recovery prospects
given default.

The company has been pursuing an out-of court restructure with all
unsecured creditors, which includes banks and holders of both
public and privately issued debt.  The proposed restructure terms
include a pledge of substantially all of the company's assets as
collateral, an up-front principal payment of $450 million and
subsequent annual principal amortization payments totaling
$850 million through maturity with the $750 million remaining
balance due at maturity on Dec. 31, 2013.  Cash dividends would be
limited to no more than the minimum legally required.

In accordance with Fitch's Coercive Debt Exchange criteria,
published March 3, 2009, Fitch believes, based on the proposed
terms of the exchange transaction and the threat and probability
of a bankruptcy filing, the proposed restructure is considered a
coercive debt exchange.

In the event ACAS restructures its unsecured debt as planned,
Fitch will likely downgrade ACAS' IDR to 'RD'.  A rating of 'RD'
indicates an issuer has experienced an uncured payment default on
a material financial obligation but which has not entered into
bankruptcy filings, administration, receivership, liquidation or
other formal winding-up procedure, and which has not otherwise
ceased business.

ACAS recently entered into a Lock Up agreement with bank lenders
concerning this restructure.  Pursuant to terms of the Lock Up
agreement, bank lenders have agreed to support approval of a plan
of reorganization that includes the proposed terms of the exchange
transaction should ACAS fail to obtain the required approval of
public and private unsecured debt holders and elects to solicit
votes for a pre-packaged Chapter 11 plan of reorganization.  The
Lock Up agreement would terminate if ACAS does not file bankruptcy
before Jan.  31, 2010, or, in the event of a bankruptcy filing,
confirmation of the proposed restructuring plan is not completed
before March 31, 2010.  In the event ACAS files for bankruptcy,
Fitch will downgrade the IDR to 'D'.


AMERICAN CLAIMS: Regains Compliance with Nasdaq Listing Rules
-------------------------------------------------------------
American Claims Evaluation, Inc., disclosed that it received
notice from The Nasdaq Stock Market on December 15, 2009,
indicating that the Company has regained compliance with Nasdaq
Listing Rule 5550(a)(2) relating to the minimum bid price of the
Company's common stock.

On September 15, 2009, the Company had received a deficiency
letter from Nasdaq indicating that the Company's Shares were
subject to delisting from The Nasdaq Capital Market because for 30
consecutive business days the Company's Shares had a bid price
below the $1.00 minimum bid as required for continued listing.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
was provided a grace period of 180 calendar days, or until March
15, 2010, to regain compliance with this requirement for continued
inclusion on The Nasdaq Capital Market.

Since then, the closing bid price of the Company's Shares has been
at $1.00 per share or greater for at least 10 consecutive business
days. Accordingly, the Company has regained compliance with
Listing Rule 5550(a)(2) and the matter is now considered closed.

                 About American Claims Evaluation

Headquartered in Jericho, New York, American Claims Evaluation
(Nasdaq: AMCE) provides vocational rehabilitation and disability
management services designed to increase injured workers'
abilities in order to reintegrate them into their respective
communities through its wholly owned subsidiary, RPM
Rehabilitation & Associates Inc.  The company was incorporated in
April 1982.

RPM provides vocational rehabilitation and case management
services to the Washington State Department of Labor & Industries.


AMES TRUE: Upgraded to 'B3' by Moody's on Improved Performance
--------------------------------------------------------------
Moody's Investors Service upgraded Ames True Temper, Inc.'s debt
ratings, including its corporate family rating and probability of
default ratings to B3 from Caa1, and the ratings on its senior
secured and subordinated notes to B3 and Caa2, respectively.  The
company's SGL-3 speculative grade liquidity rating was affirmed.
The ratings outlook is stable.

The ratings upgrade reflects the company's improved operating
performance and credit metrics in the face of weak economic
conditions.  While Ames reported a 10% decline in fiscal 2009
revenue, EBITDA growth stemmed from lower input costs, price
increases implemented earlier in the year and lower SG&A expenses.
Revolver borrowing decreased $22 million in the year due to
stronger free cash flow.

Ames' B3 rating remains constrained by the company's modest size,
significant seasonality, customer concentrations, and ongoing
vulnerability to swings in raw material prices.  Despite recent
improvement, Ames' debt load remains high and credit metrics weak.
Ames' portfolio of strong brand names and competitive market
position through its relationships with the "big box" retailers
continue to support the rating.  The company's near term liquidity
is adequate, reflecting sizeable cash balances, excess revolver
availability and the expectation for modest free cash flow over
the next twelve months.

The stable outlook reflects the expectation that Ames will
maintain adequate liquidity and fairly stable financial metrics,
which provide some cushion to endure a potential slow recovery in
economic conditions in 2010.

These ratings were upgraded:

  -- Corporate family rating to B3 from Caa1,

  -- Probability of default rating to B3 from Caa1,

  -- Senior unsecured notes due 2012 to B3 (LGD 3, 44%) from Caa1
     (LGD 3, 48%),

  -- Senior subordinated notes due 2012 to Caa2 (LGD 5, 84%) from
     Caa3 (LGD 5, 85%)

These ratings were affirmed:

  -- Speculative Grade Liquidity Rating at SGL-3

The ratings outlook is stable

The last rating action on Ames' was on July 27, 2006, when Moody's
downgraded the corporate family rating to Caa1 from B3.  The last
credit opinion was published March 6, 2008.

Headquartered in Camp Hill, PA, Ames True Temper, Inc. is the
leading North American manufacturer and marketer of non-powered
lawn and garden tools and accessories.  The company reported
$452 million of revenue in the fiscal year ended October 3, 2009.


AMR CORP: American Completes Exchange Bid for 2009-2 Secured Notes
------------------------------------------------------------------
American Airlines, Inc., a wholly owned subsidiary of AMR
Corporation, on July 31, 2009, issued $276,400,000 aggregate
principal amount of its 13.0% 2009-2 Secured Notes due 2016.  The
Notes were offered and sold in reliance on an exemption from the
registration requirements of the Securities Act of 1933, as
amended.

In connection with the issuance of the Notes, American entered
into a registration rights agreement, dated July 31, 2009, with
Morgan Stanley & Co. Incorporated in its capacity as
representative of the several initial purchasers of the Notes.
American agreed, among other things, to use its reasonable best
efforts (i) either to consummate an exchange offer for the Notes
pursuant to an effective registration statement, or to cause
resales of the Notes to be registered under the Securities Act, in
either case by December 31, 2009, and (ii) to have the Notes rated
by each of Moody's Investors Service, Inc., and Standard & Poor's
Ratings Services, a Standard & Poor's Financial Services LLC
business, on or prior to December 31, 2009.

American completed the Exchange Offer on December 16, 2009.

The Registration Rights Agreement provided that if either the
Registration Condition or the Rating Condition were not satisfied
on or before December 31, 2009, the interest rate on the Notes
would increase by 1.00% per annum effective as of January 1, 2010.

Pursuant to Section 6(c) of the Registration Rights Agreement,
American notified the holders of the Notes that (i) it has
consummated the Exchange Offer and (ii) the Notes have been rated
"B1" by Moody's and "B+" by S&P.  Accordingly, the Registration
Condition and the Rating Condition have been satisfied and the
interest rate on the Notes will not be increased pursuant to the
Registration Rights Agreement.

                          About AMR Corp.

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

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

                          *     *     *

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


AMR CORP: Expects to End Q4 2009 With $4.7 Billion Cash
-------------------------------------------------------
Eric Briggle, AMR Corp.'s Managing Director for Investor
Relations, said AMR expects to end the fourth quarter with a cash
and short-term investment balance of roughly $4.7 billion,
including roughly $460 million in restricted cash and short-term
investments.

AMR said fourth quarter mainline and consolidated unit revenue is
expected to decrease between 4.5% and 5.5% year over year.  In
total, Cargo and Other Revenue is anticipated to increase between
0.2% and 1.2% relative to fourth quarter 2008.

AMR's regulatory filing said fourth quarter 2009 and fiscal 2009
unit cost increase in ex-fuel unit cost versus the prior year is
primarily due to cost headwinds associated with reduced capacity,
non-cash pension-related employee benefit costs, and costs
associated with dependability improvement initiatives.

AMR expects to have special items of roughly $170 million in the
fourth quarter related to the impairment of certain route and slot
authorities in South America and certain ERJ-135 aircraft as well
as charges associated with the retirement of the A300 fleet.
Consequently, AMR expects special items to total roughly
$350 million for the full year 2009.

Earlier this month, American Airlines reported a November load
factor of 79.6%, an increase of 3.0 points versus the same period
last year.  Traffic decreased 0.5% and capacity decreased 4.2%
year over year.  Domestic traffic increased 1.4% year over year on
2.0% less capacity.  International traffic decreased by 3.5%
relative to last year on a capacity decrease of 7.7%.  American
boarded 6.7 million passengers in November.

A full-text copy of AMR's Eagle Eye communication to investors --
which includes (a) actual unit cost, fuel price, capacity and
traffic information for October and November and (b) forecasts of
unit cost, revenue performance, fuel prices and fuel hedging,
capacity and traffic estimates, liquidity expectations, other
income/expense estimates and share count -- is available at no
charge at http://ResearchArchives.com/t/s?4bf3

A full-text copy of the Company's November traffic results is
available at no charge at http://ResearchArchives.com/t/s?4bf4

                          About AMR Corp.

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

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

                          *     *     *

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


AMR CORP: S&P Assigns 'B+' Rating on $276.4 Million Notes
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
rating to Ft. Worth, Texas-based American Airlines Inc.'s
$276.4 million aircraft-backed secured 2009-2 secured notes
maturing Aug. 1, 2016.  American issued the notes on July 31, 2009
in an unrated private placement transaction, and they are now
being registered.

S&P bases the 'B+' rating primarily on American's credit quality,
and satisfactory collateral coverage by desirable aircraft.
American used the proceeds of the notes to refinance 12 Boeing
aircraft originally financed by the 1999-1 pass-through
certificates, which had final distributions on Oct. 15, 2009.  The
12 aircraft consist of nine Boeing 737-800s, one Boeing 767-300ER,
and two Boeing 777-200ERs.

The notes benefit from legal protections afforded under Section
1110 of the federal bankruptcy code.  However, Section 1110 does
not apply to any cash collateral deposited with the trustee for a
period of up to 90 days before a bankruptcy filing (a portion of
the collateral for the notes was cash until Oct. 15, 2009, and so
there is a potential preference risk until around Jan. 15, 2010).
In addition, unlike EETCs, the notes do not benefit from a
liquidity facility, which limits the credit S&P assign for the
likelihood of American affirming the notes and collateral coverage
available to noteholders.  If a semiannual payment became due
during the first 60 days of a Chapter 11 bankruptcy filing,
American would not need to pay it immediately, and the notes would
default.

All of the aircraft are important to American, and S&P believes
that the airline would likely affirm the aircraft notes in a
bankruptcy scenario.  A single mortgage covers all the notes.  S&P
believes it effectively cross-collateralizes and cross-defaults
the notes and increases the likelihood that American would affirm
them.

The initial loan-to-value of the notes is 65% based on an
appraised value of $425.233 million, using the lower of the three
average and median appraisals, and declines thereafter.

The 'B-' corporate credit rating on American and parent AMR Corp.
reflects a highly leveraged financial profile, near-term earnings
pressure due to a weak (albeit improving) global economy, and
risks associated with participation in the competitive, cyclical,
and capital-intensive airline industry.  As the second-largest
U.S. airline, American benefits from substantial market positions
in the domestic market, U.S.-U.K. routes, and U.S.-Latin America
routes (although it has only a minimal presence in the Pacific),
which provides potential for good revenue generation when the
global economy recovers.

The negative outlook reflects S&P's continuing concerns that
either renewed economic weakness or another spike in fuel prices
could widen losses and drain liquidity.  "We could lower S&P's
ratings on AMR and American if unrestricted cash consistently
falls below $3 billion," said Standard & Poor's credit analyst
Betsy R.  Snyder.  In assessing the credit implications of any
liquidity level, S&P would also consider normal seasonal changes
in cash and air traffic liability (cash levels fluctuate somewhat
with seasonal ticket purchasing patterns, with the end of the
second quarter near the high point and the end of the fourth
quarter near the low point), upcoming debt maturities and other
claims on cash, and the company's expected operating cash flows.

"If the company approaches profitability over the next few
quarters, S&P could revise the outlook to stable, but S&P does not
foresee raising the corporate credit ratings over the next year,"
she continued.

                           Ratings List

                      American Airlines Inc.
                             AMR Corp.

       Corp. credit rating                  B-/Negative/--

       $276.4 mil. 2009-2 secured notes
       maturing Aug. 1, 2016                B+


APODACA BAIL: Files for Chapter 11 Bankruptcy Due to Debt
---------------------------------------------------------
KOFX14 reports that Apodaca Bail Bonds filed for Chapter 11
bankruptcy, saying it is in deep debt.  A company official stated
that all people that they owed will be paid when the court orders
go through.  The source notes that clients of the Company can
address complaints with the El Paso Board.  Based in El Paso,
Texas, Apodaca Bail Bonds issues bonds.


ARAMARK CORP: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Aramark Corp. is a
borrower traded in the secondary market at 93.32 cents-on-the-
dollar during the week ended Friday, Dec. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.67 percentage
points from the previous week, The Journal relates.  The debt
matures on Jan. 26, 2014.  The Company pays 188 basis points above
LIBOR to borrow under the loan facility and it carries Moody's Ba3
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among 170 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

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


BANCREDIT CAYMAN: Turnover Not a Substitute for Avoidance
---------------------------------------------------------
WestLaw reports that the joint official liquidators of one of
affiliated financial institutions that maintained accounts at a
bank, who were barred, by Florida's one-year statute of repose,
from pursuing unauthorized funds transfer claims against the bank
for honoring allegedly unauthorized instructions to transfer
proceeds from a certificate of deposit owned by the first
financial institution to a money market account established for
the benefit of a second, affiliated institution, could not evade
the statute of repose by pursuing a claim against bank for
turnover of any remaining funds in the money market account under
the bankruptcy turnover statute.  The turnover claim was really
nothing more than a claim to recover damages from the bank for the
allegedly unauthorized funds transfer.  In re Bancredit Cayman
Ltd., --- B.R. ----, 2009 WL 3762337 (Bankr. S.D. Fla.).

Bancredit (Cayman) Limited is a Cayman Islands banking institution
within a Dominican Republic group of companies.  Bancredit is in
liquidation proceedings before the Grand Court of the Cayman
Islands since 2004.  Richard E.L. Fogerty and G. James Cleaver of
Kroll (Cayman) Limited were appointed by the Cayman Islands Court
to act as Bancredit's Joint Official Liquidators on May 31, 2004.
The Liquidators, on the estate's behalf, filed a Chapter 15
petition (Bankr. S.D.N.Y. Case No. 06-11026) on May 10, 2006.
Timothy T. Brock, Esq., at Satterlee Stephens Burke & Burke LLP
in New York, represents the Liquidators in the Chapter 15 case.
The Liquidators estimated that the company had more than
$100 million in total assets and $215 million in total debts at
the time of the Chapter 15 filing.


BEARINGPOINT INC: Judge OKs Ch. 11 Liquidation Plan
---------------------------------------------------
Law360 reports that a bankruptcy judge approved BearingPoint
Inc.'s Chapter 11 reorganization plan in a hearing Thursday
despite several objections, according to an attorney for the
former technology consulting unit of KPMG LLP.

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

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

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

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

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

                      About BearinPoint Inc.

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

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

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

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

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


BEAZER HOMES: Files Federal Income Tax Refund of $101 Million
-------------------------------------------------------------
Beazer Homes USA, Inc., has filed an application for a federal
income tax refund of roughly $101 million as a result of tax
legislation enacted during the quarter ending December 31, 2009.
The legislation permitted a five-year carryback of tax losses
incurred in certain defined periods.

Additionally, the Company expects to record a benefit of roughly
$101 million to shareholders' equity (roughly $2.50 per common
share) in the quarter ending December 31, 2009, and to receive the
refund proceeds in cash during the quarter ending March 31, 2010.
As part of its tax refund filing, the Company has elected to defer
taxes on gains arising from the cancellation of indebtedness
associated with the Company's previously reported buy back of
certain senior notes.  The deferral is permitted under The
American Recovery and Reinvestment Act of 2009 and represents
roughly $51 million of incremental tax benefit to the Company
arising from $148 million of gains previously recognized.  Taxes
owed on the deferred gains will be repayable starting in five
equal annual installments beginning in fiscal 2014 and will not
result in a reduction to shareholders' equity at that time.

The Company previously disclosed that its estimated benefit of
applying the five-year carryback legislation was roughly
$50 million.  The Company said its subsequent decision to elect to
defer taxes on the gains arising from the cancellation of
indebtedness increased the benefit to roughly $101 million.  This
decision was reached upon consultation with external tax advisors.

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

                           *     *     *

Beazer carries S&P's "CCC" corporate credit rating and "D" senior
unsecured notes rating.   On August 18, 2009, S&P lowered the
Company's corporate credit rating to SD (selective default) and
lowered the rating of the Company's senior unsecured notes from
CCC- to D following the Company's repurchase of $115.5 million of
its senior unsecured notes on the open market at a discount to
face value, which S&P determined to constitute a de facto
restructuring under its criteria.

Beazer carries Moody's "Caa2" probability of default rating to the
Company and "Caa2" senior notes rating.

On March 12, 2009, Fitch lowered Beazer's issuer-default rating
from "B-" to "CCC" and its senior notes from "CCC+/RR5" to
"CC/RR5".


BEAZER HOMES: Files Shelf Prospectus to Issue $750MM in Securities
------------------------------------------------------------------
Beazer Homes USA, Inc., filed with the Securities and Exchange
Commission a shelf registration statement in connection with its
plan to offer, from time to time, up to $750,000,000 in aggregate
initial offering price of senior debt securities, subordinated
debt securities, common stock, preferred stock, depositary shares,
warrants, rights, stock purchase contracts or stock purchase
units.

The Company's preliminary prospectus describes some of the general
terms that may apply to these securities.  The Company will
provide the specific terms of any securities to be offered in a
supplement to the prospectus.

The Company expects to use the net proceeds from the sale of the
securities for general corporate purposes, which may include the
retirement or refinancing of indebtedness under its outstanding
debt securities.

A full-text copy of the Company's preliminary prospectus is
available at no charge at http://ResearchArchives.com/t/s?4bf5

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

                           *     *     *

Beazer carries S&P's "CCC" corporate credit rating and "D" senior
unsecured notes rating.   On August 18, 2009, S&P lowered the
Company's corporate credit rating to SD (selective default) and
lowered the rating of the Company's senior unsecured notes from
CCC- to D following the Company's repurchase of $115.5 million of
its senior unsecured notes on the open market at a discount to
face value, which S&P determined to constitute a de facto
restructuring under its criteria.

Beazer carries Moody's "Caa2" probability of default rating to the
Company and "Caa2" senior notes rating.

On March 12, 2009, Fitch lowered Beazer's issuer-default rating
from "B-" to "CCC" and its senior notes from "CCC+/RR5" to
"CC/RR5".


BERNARD MADOFF: Trustee's $22-Mil. in Fees Approved
---------------------------------------------------------------
Irving H. Picard and his law firm won approval from the Bankruptcy
Court for $22 million in fees in connection with work perform in
the liquidation of Bernard L. Madoff Investment Securities LLC.

Critics -- investors who lost money from Madoff -- have claimed he
is unjustly reaping rewards while foot-dragging when it comes to
compensating burned investors.

In connection with the objections, U.S. Bankruptcy Judge Burton R.
Lifland said some of the objections were "bordering on the
frivolous," according to reporting by Bill Rochelle at Bloomberg.

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.).


BEST CHOICE HOLDINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Best Choice Holdings 36, LLC
        2487 South Gilbert Road
        Suite #106-418
        Gilbert, AZ 85296

Bankruptcy Case No.: 09-32693

Chapter 11 Petition Date: December 17, 2009

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

Judge: Robert N. Kwan

Debtor's Counsel: Daniel E. Garrison, Esq.
                  Law Offices of Daniel E Garrison PLLC
                  7114 E Stetson Drive, Suite 300
                  Scottsdale, AZ 85251
                  Tel: (480) 421-9449
                  Fax: (480) 522-1515
                  Email: dan@andantelaw.com

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

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

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

The petition was signed by Curt Denny.


BEZDJIAN/SHAHEEN: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bezdjian/Shaheen Properties, L.L.C.
        815 N. 1ST AVENUE #4
        PHOENIX, AZ 85003

Bankruptcy Case No.: 09-32235

Chapter 11 Petition Date: December 14, 2009

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

Debtor's Counsel: Don C. Fletcher, Esq.
                  Lake And Cobb
                  1095 West Rio Salado Parkway #206
                  Tempe, AZ 85281
                  Tel: (602) 523-3000
                  Fax: (602) 523-3001
                  Email: dfletcher@lakeandcobb.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 6 largest unsecured creditors is available
for free at:

              http://bankrupt.com/misc/azb09-32235.pdf

The petition was signed by Ara Bezdjlan, president of the company.


BLACKBOARD INC: S&P Retains 'BB-' Rating on $165 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on Blackboard Inc.'s (BB-/Stable/--) $165 million senior
convertible notes, while leaving the issue-level rating on this
debt unchanged.  The issue-level rating on the notes remains at
'BB-' (the same as the company's corporate credit rating), but S&P
revised the recovery rating to '3' from '4', indicating the
expectation for meaningful (50%-70%) recovery in the event of a
payment default.

"The revision to the recovery rating on the convertible notes
reflects S&P's reassessment of the company's enterprise valuation
in light of its continued revenue, margin, and EBITDA expansion
during the recent recession," said Standard & Poor's credit
analyst Joseph Spence, "as well as its increasing market share in
the face of strong competition within a fragmented industry." The
change in S&P's valuation assumptions resulted in absolute
recovery for the notes being above 100%, but S&P cap the recovery
on unsecured debt issues of 'BB' category companies at '3' due to
the greater risk of the issuance of additional priority or pari
passu debt prior to default.

The convertible notes are general unsecured obligation, and do not
benefit from any guarantees.  The indenture governing the notes
contains no financial maintenance covenants.  The notes cannot be
redeemed by the company prior to July 1, 2011.  Conditions for
conversion of the notes to common equity are contained in the
publically filed indenture.  The company currently has no other
debt in its capital structure.

The 'BB-' corporate credit rating on Blackboard remains unchanged.

                           Ratings List

                          Blackboard Inc.

          Corporate Credit Rating           BB-/Stable/--

            Rating Unchanged; Recovery Rating Revised

                                          To            From
                                          --            ----
        $165 mil. senr convertible notes  BB-           BB-
         Recovery Rating                  3             4


BLYTH INC: Moody's Downgrades Corporate Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service downgraded Blyth, Inc.'s long-term debt
ratings including the company's corporate family rating to B1 from
Ba3.  Moody's also downgraded the rating of Blyth's senior
unsecured notes due 2013 to B2 from B1.  The outlook is stable.

The downgrade of Blyth's corporate family rating to B1 reflects 1)
the sustained weakness in the company's core U.S PartyLite
business due to ongoing challenge it faces in attracting and
retaining sales representatives as well as declining salesforce
productivity in a weak economy, 2) continued pressure on
discretionary consumer spending on products sold through the
company's catalogs and internet sites, and 3) Moody's expectation
that leverage will weaken such that Debt/EBITDA (including Moody's
standard analytic adjustments of approximately 1.0 times) will
exceed 3.0 times at FY2010.  The rating action also reflects
Moody's qualitative concerns regarding the company's overall
business profile as competition in the U.S. direct selling
business combined with expectation for weak consumer spending will
continue to erode the U.S. sales base while catalog sales will
also remain under pressure.  In addition, sales growth of the
company's European direct selling network has moderated
significantly to mid-single digits levels while its Canadian
operations have turned negative.  Offsetting these issues is
Blyth's credit metrics, which have weakened significantly over the
last twelve months, but still remain relatively good for a single-
B issuer.  Furthermore, Moody's recognizes that Blyth's liquidity
profile is strong and it supports the company's stable outlook.
Specifically, Blyth's cash balances are high with approximately
$130 million in cash at the end of the third quarter ending
October 31st which results in zero net debt.  Future cash
requirements remain low as the company has reduced its dividend
payments, generated significant, albeit likely moderating, working
capital improvements and faces no near-term debt maturities.

Moody's expects FY2011 revenues to be relatively flat due to still
low productivity and representative pressure in the U.S. offset by
single-digit growth in Europe.  Catalog sales will be relatively
stable but the long-term potential for these businesses remains
questionable given the shift to more internet based consumer
purchasing.  The challenge to offset the weakness in Catalog by
gains in Internet will be significant given the large number of
competitors.  Profitability will remain more consistent with a
single-B issuer and while likely to improve from FY2010 levels
will remain in the mid to upper single digits.

These ratings of Blyth, Inc., were downgraded (LGD point estimates
revised):

-- Corporate Family Rating to B1 from Ba3;

  -- Probability of Default Rating to B1 from Ba3; and

  -- $99.8 million senior unsecured notes due 2013 to B2 (LGD5,
     74%) from B1 (LGD5, 75%).

The outlook is stable.

The last rating action regarding Blyth was on January 26, 2009,
when Moody's revised the outlook to negative from stable.

Headquartered in Greenwich, Connecticut, Blyth, Inc., designs,
manufactures and markets a line of candles and home fragrance
products, tabletop heating products, candle accessories and home
decor and giftware products under brand names such as PartyLite,
Miles Kimball, and Sterno.


BON-TON STORES: Moody's Upgrades Corporate Family Rating to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service upgraded The Bon-Ton Stores, Inc.'s
Corporate Family and Probability of Default Ratings to Caa1 from
Caa2.  The company's Speculative Grade Liquidity rating was also
upgraded to SGL-2 from SGL-3.  The rating outlook is stable.  The
rating actions conclude the review for possible upgrade that
commenced on November 20, 2009.

The upgrade of the Corporate Family Rating primarily reflects Bon-
Ton's execution of (a) a new $75 million Second Lien Term Loan,
maturing in November, 2013, and (b) a new $675 million senior
secured asset-based revolving credit facility that will expire in
June, 2013.  These new facilities replaced the company's
previoUS$800 million asset-based revolving credit facility that
was scheduled to expire in March, 2011.  The company now has a
significantly extended debt maturity profile, thus reducing its
overall risk profile.  The upgrade also considers the improvement
in EBITDA in the current year versus last year, albeit this
benefit is partly offset by the expected increase in interest
expense on the new credit facilities.

The upgrade of the Speculative Grade Liquidity rating primarily
reflects the improvement in overall availability to Bon-Ton under
its asset-based credit facilities and its extended expiration
date.  The improved asset based revolver availability is primarily
the result of the net proceeds from the aforementioned second lien
term loan being used to reduce borrowings under this facility.

These ratings were upgraded and LGD assessments amended:

  -- Corporate Family Rating to Caa1 from Caa2

  -- Probability of Default rating to Caa1 from Caa2

  -- $510 million senior notes due March, 2014 to Caa2 (LGD 5,
     78%) from Caa3 (LGD 5, 79%)

     Speculative Grade Liquidity Rating to SGL-2 from SGL-3

Moody's last rating action on The Bon-Ton Stores, Inc., was on
November 20, 2009 when the company's ratings were placed on review
for a possible upgrade.

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania, and Milwaukee, Wisconsin, operates 278 department
stores, which includes 11 furniture galleries, in 23 states.


BOYD GAMING: Station Casinos Deal Won't Affect Moody's 'B1' Rating
------------------------------------------------------------------
Moody's Investors Service said that Boyd Gaming Corporation's B1
Corporate Family rating and negative rating outlook remain
unchanged after the company announced it had made a non-binding
proposal to acquire Station Casinos, Inc.  The last rating action
for Boyd was on May 22, 2009 when Moody's lowered the company's
ratings to B1 from Ba3 and a negative rating outlook was assigned.

Boyd Gaming Corporation wholly-owns and operates gaming and
entertainment facilities located in Nevada, Mississippi, Illinois,
Louisiana, and Indiana.  The company is also 50% partner in a
joint venture that owns and operates the Borgata Hotel Casino in
Atlantic City, New Jersey.  The company generates about $2 billion
of annual net revenue.


BRUCE THOMAS DANIGER: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Bruce Thomas Daniger
        P.O. Box 1442
        Palm Springs, CA 92263

Bankruptcy Case No.: 09-40748

Chapter 11 Petition Date: December 18, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: Charles Shamash, Esq.
                  Caceres & Shamash LLP
                  8200 Wilshire Blvd, Ste 400
                  Beverly Hills, CA 90211
                  Tel: (310) 205-3400
                  Fax: (310) 878-8308
                  Email: cs@locs.com

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

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

A full-text copy of Mr. Daniger's petition, including a list of
his 6 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-40748.pdf

The petition was signed by Mr. Daniger.


BUILDING MATERIALS: Wins Confirmation of Reorganization Plan
------------------------------------------------------------
Building Materials Holding Corporation announced that the U.S.
Bankruptcy Court in Delaware on Dec. 17 confirmed its Plan of
Reorganization, paving the way for it to complete its financial
restructuring and emerge from Chapter 11 on January 4, 2010.

"With the Court's ruling . . . we can now look forward to
completing our balance sheet restructuring quickly," said Robert
E. Mellor, Chairman and Chief Executive Officer, in a Dec. 18
statement.  "As a result of this process, we will be in a much
stronger financial position, having reduced our outstanding
indebtedness as of the filing date by approximately $150 million
to $135 million upon emergence. In addition, we have streamlined
our cost structure significantly and have secured exit financing
of $90 million to support our ongoing operations and future
growth. All of this puts BMHC in a solid position moving forward.
We are excited about the long-term potential of our business and,
based on the progress we've made, feel especially well positioned
to take advantage of improvements in market conditions and future
growth opportunities."

On October 22, 2009, BMHC announced that the Court had approved
its Amended Disclosure Statement and authorized the Company to
begin soliciting approvals of the Company's Plan of Reorganization
from the requisite creditor groups.  The Plan provides for BMHC's
secured lenders to convert debt into equity, becoming majority
owners of the Company upon emergence.

On November 16 and December 14, 2009, the Company filed
supplements to its proposed Plan of Reorganization, including a
list of proposed officers of the Company upon emergence, proposed
Board members for the Company's new Board of Directors and an
improved exit financing package.

As previously announced, on June 16, 2009, BMHC and all of its
subsidiaries voluntarily initiated reorganization cases in
Delaware under Chapter 11 of the U.S. Bankruptcy Code. Pursuant to
the bankruptcy plan, BMHC's existing common shares held by
shareholders will be extinguished and these shareholders will not
receive any distributions.

                     About Building Materials

Building Materials Holding Corporation -- http://www.bmhc.com/--
is one of the largest providers of building materials and
residential construction services in the United States.  BMHC
serves the homebuilding industry through two recognized brands: as
BMC West, it distributes building materials and manufacture
building components for professional builders and contractors in
the western and southern states; as SelectBuild, it provides
construction services to high-volume production homebuilders in
key markets across the country.

BMHC and 11 affiliates filed for bankruptcy on June 16, 2009
(Bankr. D. Del. Lead Case No. 09-12074).  Judge Kevin J. Carey
handles the case.  Michael A. Rosenthal, Esq., and Matthew K.
Kelsey, Esq., at Gibson, Dunn & Crutcher LLP; and Sean M. Beach,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as bankruptcy
counsel.  Paul Croci, at Peter J. Solomon Company, serves as
financial advisor.  Joseph Spano at Alvarez & Marsal North
America, LLC, serves as restructuring advisor.  The Debtors' tax
consultant is KPMG LLP; tax advisor is PricewaterhouseCoopers LLP;
and claims and notice agent is The Garden City Group, Inc.
As of March 31, 2009, the Debtors had total assets of $480,148,000
and total debts of $481,314,000.


BUILDING MATERIALS: Moody's Raises Corporate Family Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Building
Materials Corporation of America Corporate Family Rating to B1
from B3 and its Probability of Default Rating to B1 from B3.
Moody's also upgraded the company's senior secured term loan and
senior secured notes to Ba3 from B3 and its second lien term loan
to B2 from Caa2.  The outlook is positive.

The upgrade in BMCA's corporate family rating results from G-I
Holdings Inc., BMCA's indirect parent holding company, recent
emergence from Chapter 11 of the Bankruptcy Code and subsequent
release from asbestos claim liabilities, combined with proven
operating resilience through the recession.  The settlement
includes $780 million paid by G-I to the asbestos creditors
comprising of $220 million as an equity infusion into G-I from the
Heyman Family and a $560 million PIK Note due 2019 ("G-I Note")
from G-I to the Asbestos Trust.  This note is partially secured by
a $133.8 million Letter of Credit issued on behalf of G-I by BMCA.

Additionally, the upgrade reflects BMCA's strong operating
performance resulting from sound demand for roofing repair, the
main driver of BMCA's revenues.  The company now benefits from the
full integration of ElkCorp, which it acquired in March 2007, as
well as an ongoing cost reduction program.  For the last twelve
months through October 4, 2009 BMCA generated a 19.5% EBITA
margin, positioning EBITA-to-interest expense at 3.2 times.
Moody's is adjusting for the G-I Note to BMCA's capital structure
and on a pro forma basis for LTM October 4, 2009 leverage
increases to 3.8 times from 2.9 times and free cash flow-to-debt
worsens to 18.1% from 23.6% (all ratios adjusted per Moody's
methodology).  Despite the modest deterioration in these metrics,
leverage remains supportive of the corporate family rating.

The change in outlook to positive from stable incorporates Moody's
expectation that BMCA's debt protection measures and liquidity
profile will continue to improve, as the company has shown its
ability to prosper despite an anemic new home construction market,
and is now poised to benefit from an eventual recovery.

Revised notching of the company's secured term loans and notes
versus the CFR results from the re-balancing of its debt capital
structure that results form the issuance of the G-I (unsecured
parent holding company) notes, which Moody's adjusts as the most
junior debt in the organization's capital structure, even though
BMCA has no legal obligation to support the G-I Note and is
limited by the restricted payment basket in its credit agreements
and note indenture.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating upgraded to B1 from B3;

  -- Probability of Default Rating upgraded to B1 from B3;

  -- $948.5 million (originally $975.0 million) Sr. Sec. Term
     Loan due 2014 upgraded to Ba3 (LGD3, 38%) from B3 (LGD3,
     48%);

  -- $250.0 million Sr. Sec. Notes due 2014 upgraded to Ba3
     (LGD3, 38%) from B3 (LGD3, 48%);

  -- $325.0 million Junior Lien Term Loan due 2014 upgraded to B2
     (LGD5, 74%) from Caa2 (LGD5, 86%).

The last rating action was on May 27, 2009, at which time Moody's
affirmed the B3 Corporate Family Rating and changed the outlook to
stable.

Building Materials Corporation of America, headquartered in Wayne,
NJ, is a national manufacturer and marketer of a broad line of
asphalt roofing products and accessories for the residential and
commercial roofing markets.  The company also manufactures
specialty building products and accessories for the professional
and do-it-yourself remodeling and residential construction
industries.  BMCA operates under the trade name GAF Materials
Corp.  Revenues for the last twelve months through October 4,
2009, totaled $2.7 billion.


BURLINGTON COAT: Bank Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp. is a borrower traded in the secondary
market at 91.25 cents-on-the-dollar during the week ended Friday,
Dec. 18, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.90 percentage points from the previous week, The
Journal relates.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank loan matures on May 28, 2013,
and carries Moody's B3 rating and Standard & Poor's B- rating.
The debt is one of the biggest gainers and losers among 170 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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

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

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


BURLINGTON COAT: Jay Margolis Joins Board of Directors
------------------------------------------------------
Burlington Coat Factory appointed Jay Margolis to the Company's
Board of Directors effective December 15, 2009.  Mr. Margolis most
recently served as CEO of Limited Corporation where he oversaw
operations of Limited Brands' Apparel Division (Express and
Limited Stores) and was responsible for revamping the product line
as well as operations.

Effective as of December 15, the board of each of Burlington Coat
Factory Holdings, Inc., Burlington Coat Factory Investments
Holdings, Inc., and Burlington Coat Factory Warehouse Corporation
increased the number of directors serving on each board from five
to six.  Mr. Margolis was elected to each board to fill each newly
created directorship.  Mr. Margolis has not yet been appointed to
any committee of the board of directors of BCFWC, Holdings or
Investments.

Mr. Margolis, 60, is a highly experienced executive with over 30
years of experience, having served as President or Chief Executive
Officer of seven retail apparel corporations.  Prior to Limited
Corporation, Margolis served as President, Chief Operating Officer
& Director of Reebok International Ltd. and as Chief Executive
Officer & Chairman of the Board of Esprit de Corporation, USA
where he led growth strategies.  He also held senior executive
positions at Tommy Hilfiger Inc., Liz Claiborne Inc., Cluett
Peabody, Inc., Ron Chereskin Menswear and Bidermann Industries.

Mr. Margolis will receive the following compensation for his
services as a director of BCFWC, Holdings and Investments: (i) a
cash payment in the aggregate amount of $30,000 as compensation
for each year of such services, payable in equal quarterly
installments, (ii) options to purchase 2,000 units of the
securities of Holdings pursuant to the Holdings' 2006 Management
Incentive Plan, and (iii) reimbursement for all reasonable
expenses incurred by him in connection with such services.

"I am honored to join the Board of Burlington Coat Factory, and
excited to offer my retail and branded merchandise experience to
help the management team seize the many opportunities that lie
ahead," said Mr. Margolis.  "I look forward to working with Tom
Kingsbury and my fellow board members to achieve the Company's
long term potential."

"We are delighted to welcome Jay Margolis, with his industry
tenure and extensive branded retail experience, to our Board of
Directors," said Tom Kingsbury, President and Chief Executive
Officer.  "Jay's experience as a retail executive makes him an
invaluable advisor as we execute our growth plans."

Mr. Margolis currently serves on the Board of Directors of Boston
Beer Company, Godiva Chocolatier, Inc., and MacGregor Golf
Company.  He earned his B.A. degree from Queens College, part of
The City University of New York.

                    About Burlington Coat Factory

Burlington Coat Factory -- http://www.burlingtoncoatfactory.com/
-- is a nationally recognized retailer of branded apparel, shoes
and accessories for men, women and children.  The Company
currently serves its customers through its 442 stores in 44 states
and Puerto Rico.  As of October 16, 2009, the Company operates 442
stores under the names "Burlington Coat Factory Warehouse" (424
stores), "MJM Designer Shoes" (15 stores), "Cohoes Fashions" (two
stores), and "Super Baby Depot" (one store) in 44 states and
Puerto Rico.

At August 29, 2009, the Company had $2.59 billion in total assets
against total current liabilities of $710.6 million, long-term
debt of $1.30 billion, other liabilities of $149.0 million,
deferred tax liability of $319.8 million; resulting in
stockholders' equity of $111.6 million.

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


CABLEVISION SYSTEMS: Bank Debt Trades at 5% Off
-----------------------------------------------
Participations in a syndicated loan under which Cablevision
Systems Corp. is a borrower traded in the secondary market at
95.48 cents-on-the-dollar during the week ended Friday, Dec. 18,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.86 percentage points from the previous week, The Journal
relates.  The Company pays 325 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 29, 2013, and
carries Moody's Baa3 rating and Standard & Poor's BBB- rating.
The debt is one of the biggest gainers and losers among 170 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on Oct. 15, 2009,
Standard & Poor's said it lowered its issue-level rating on
Cablevision Systems Corp. (BB/Negative/--) subsidiary Newsday
LLC's $650 million senior secured credit facility due 2013, which
consists of a $525 million fixed-rate term loan and a $125 million
floating-rate term loan.  S&P is lowering the issue-level rating
on the loan to 'BB' from 'BB+' and removed it from CreditWatch,
where it was placed with negative implications on Feb. 9, 2009.
S&P also revised the recovery rating on the loan to '3' from '2'.
A '3' recovery rating indicates that lenders can expect meaningful
(50%-70%) recovery in the event of payment default.

The TCR reported on Sept. 11, 2009, Standard & Poor's affirmed the
'BB' corporate credit rating of Cablevision.  Cablevision has
around $11.8 billion of debt reported outstanding at June 30,
2009.  The outlook is negative.

Cablevision carries "Ba2" Corporate Family and Probability of
Default Ratings from Moody's.

Headquartered in Bethpage, New York, Cablevision Systems Corp. is
predominantly a domestic cable TV multiple system operator serving
approximately 3.1 million subscribers in and around the New York
metropolitan area.  Among other entertainment-and media-related
business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.


CABLEVISION SYSTEMS: MSG Has Pledge for $375 Million Revolver
-------------------------------------------------------------
Cablevision Systems Corporation said its subsidiary, Madison
Square Garden, L.P., has successfully obtained commitments from a
group of banks for a new $375 million, 5-year senior secured
revolving credit facility, which will be undrawn at closing.  The
facility will be used by MSG for working capital needs, ongoing
capital expenditures and other general corporate purposes.

Cablevision continues to make progress on its plans to create two
distinct companies and expects the spin off of its Madison Square
Garden business to be completed during the first quarter of 2010.

The MSG business includes leading venues, highlighted by Madison
Square Garden and Radio City Music Hall; sports teams such as the
New York Knicks and Rangers; media properties, including the MSG,
MSG Plus and Fuse networks; and a live entertainment portfolio
with the Radio City Christmas Spectacular, featuring the world-
famous Radio City Rockettes.

It is anticipated that the spin off would be in the form of a tax
free pro rata distribution to all shareholders of Cablevision,
with holders of Class A common stock receiving Class A shares in
Madison Square Garden and holders of Class B common stock
receiving Class B shares in Madison Square Garden.  Both
Cablevision and the new MSG would be controlled by the Dolan
family through their ownership of Class B shares.

                     About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems
Corporation (NYSE:CVC) -- http://www.cablevision.com/-- is an
entertainment, media and telecommunications company.  In addition
to its cable, Internet, and voice offerings, the company owns and
operates Rainbow Media Holdings LLC and its networks; Madison
Square Garden and its teams; Clearview Cinemas; and Newsday Media
Group.  The company also operates New York's famed Radio City
Music Hall, the Beacon Theatre, and the Chicago Theatre.

At September 30, 2009, the Company had $10,127,998,000 in total
assets against $15,321,360,000 in total liabilities.  The
September 30 balance sheet also showed strained liquidity: the
Company had $2,007,847,000 in total current assets, including
$336,571,000 in cash and cash equivalents, against $2,119,522,000
in total current liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on Sept. 11, 2009,
Standard & Poor's Ratings Services the 'BB' corporate credit
rating of Cablevision.  Cablevision has around $11.8 billion of
debt reported outstanding at June 30, 2009.  The outlook is
negative.

Cablevision carries "Ba2" Corporate Family and Probability of
Default Ratings from Moody's.


CAMBIUM LEARNING: Voyager Merger Deal Cues Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service placed all the ratings of Cambium
Learning Inc., a wholly owned subsidiary of Cambium Learning
Group, Inc., on review for possible upgrade.  This action follows
the company's announcement on December 8, 2009, that it has
completed the previously announced merger with Voyager Learning
Company.  No additional debt was added to the capital structure,
while the combined company's pro forma revenue, without taking
into account purchase accounting, is approximately twice as large.
As a result of Voyager's incremental EBITDA, financial leverage
will be materially reduced which alleviates Moody's previous
concerns regarding a potential (and previously deemed likely)
near-term covenant default.  Management estimates that leverage
for 2009 will be 3.3 to 3.4 times based on net debt of
approximately $156 million and combined EBITDA of $46 to
$47 million, before considering any potential synergies.

The review for possible upgrade will focus on industry trends
within the education materials' end market and the combined
company's run rate revenue, operating results, and liquidity
profile.

Moody's placed these ratings on review for possible upgrade:

  -- $98 million senior secured term loan due April 2013, Caa1
  -- $30 million senior secured revolver due April 2013, Caa1
  -- Corporate Family Rating, Caa2
  -- Probability of Default Rating, Caa2

The most recent rating action on Cambium occurred on December 18,
2008, when Moody's downgraded Cambium's CFR to Caa2 from Caa1.

Cambium's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near-to-intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Cambium's core industry and Cambium's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Dallas, Texas, Cambium Learning Group, Inc.,
provides research-based education solutions for students in Pre-K
through 12th grade, including intervention curricula, educational
technologies and services exclusively focused on serving the needs
of the nation's most challenged learners and those realizing their
full potential.


CAMBRIDGE-LEE HOLDINGS: Case Summary & 13 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Cambridge-Lee Holdings, Inc.
        86 Tube Drive
        Reading, PA 19605

Bankruptcy Case No.: 09-14352

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Tubo de Pasteje, S.A. de C.V.                      09-14353

Chapter 11 Petition Date: December 8, 2009

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

Judge:  Kevin J. Carey

About the Business:

Debtors' Counsel: Laura Davis Jones, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  Email: ljones@pszjlaw.com

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

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

A list of the Company's 13 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/deb09-14352.pdf

Debtor's List of 13 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
The Bank of New York       Pledge Agreement       Approximate
Mellon, as trustee                                principal
                                                  amount:
                                                  $200,000,000

General Electric           Pledge Agreement       Approximate
Capital Corporation                               principal
                                                  amount:
                                                  $60,000,000

Bank of America            Guarantee              Approximate
                                                  principal
                                                  amount:
                                                  $29,000,000

Texas Community Bank       Guarantee              Approximate
                                                  principal
                                                  amount:
                                                  $4,000,000

Espirito Santo bank        Bank Loan, Guarantee   Approximate
                                                  principal
                                                  amount:
                                                  $3,520,000

Hartford Accident &        Worker's Compensation  $170,000
Indemnity Ins. Co.         & Employers Liability
Hartford Casualty Ins.     (US) Insurance Coverage
CO., Hartford Fire
Insurance Co., and Hartford
Ins. Co. of the Midwest

Twin City Fire Ins. Co.    General Liability      Undetermined
(Hartford)                 Insurance Coverage

Federal Insurance          Directors & Officers,  Undetermined
Company (Chubb)            Employment Practices
                           Liability, Fiduciary
                           Liability
                           Marine Cargo Insurance
                           Coverage

Great Northern             International property Undetermined
Insurance Company          Insurance Coverage

Internal Revenue Service   Federal Income Taxes   Undetermined

Delaware Secretary of      Franchise Taxes        Undetermined
State

Hunter Douglas Metals,     Guarantee              Undetermined
Inc.

Nibco Inc.                 Guarantee              Undetermined

The petition was signed by Rafael Davila Olvera, treasurer of the
Company.


CAPMARK FINANCIAL: Gets Nod to Sell Military Housing Business
-------------------------------------------------------------
Capmark Financial Group Inc. obtained permission from the
Bankruptcy Court to sell the military housing business for
$9 million to an affiliate of Jefferies Group Inc.

Bankruptcy Judge Christopher Sontchi held that the Asset Purchase
Agreement was negotiated, proposed, and entered into by Jefferies
without collusion, in good faith, and from an arm's-length
bargaining position.

A full-text copy of the Court's order is available for free at:

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

Last week Berkshire Hathaway Inc. and Leucadia National Corp.
completed their $468 million acquisition of mortgage business and
other key assets.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Has Nod for Loughlin as Restructuring Officer
----------------------------------------------------------------
Capmark Financial Group Inc. and its units obtained the Court's
authority to employ Loughlin Meghji + Company as their crisis
managers to provide management and restructuring services.  The
Debtors also obtained permission to designate Mohsin Y. Meghji as
Chief Restructuring Officer, nunc pro tunc to the Petition Date.

The Debtors tell the Court that they have faced a number of
challenges which, taken together, have had a negative impact on
their overall performance, thereby necessitating the commencement
of their bankruptcy cases.  To address this growing crisis, the
Debtors originally retained Loughlin Meghji to provide financial
advisory and consulting services in connection with a possible
restructuring.

The Debtors proposed to pay Loughlin Meghji pursuant to these fee
structure:

  (A) A non-refundable professional fee of $750,000 per month.
      Other professionals added will be billed pursuant to the
      firm's current hourly rates:

              Managing Director       $695
              Director                $525
              Vice President          $450
              Senior Associate        $395
              Associate               $325
              Analyst                 $275

  (B) Upon the successful completion of the restructuring
      engagement, Loughlin Meghji will be entitled to a base
      success fee for restructuring services of $1,000,000 at
      the Debtors' discretion, upon completion of a financial
      restructuring approved by the Board of Directors and the
      major creditor classes of the Debtors.  In addition to the
      Base Success Fee, Loughlin Meghji may be entitled to a
      discretionary Additional Success Fee if in the Debtors'
      sole and absolute discretion it deems that payment
      is warranted based upon its qualitative assessment;

  (C) The Debtors will compensate Loughlin Meghji for
      reasonable out-of-pocket expenses incurred.

The Debtors inform the Court that they have paid Loughlin Meghji
a retainer of $800,000.

In addition, the debtors have agreed to indemnify Loughlin
Meghji, its affiliates, including past, present or future
partners, principals and personnel against all costs, fees,
expenses, damages and liabilities associated with any third party
claims.

Mohsin Y. Meghji, a managing director of Loughlin Meghji assures
the Court that his firm (i) has no connection with the Debtors,
their creditors, or other parties-in-interest; (ii) does not hold
or represent any interest adverse to the Debtors' estates; and
(iii) is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Following the filing of the application, the Debtors related that
the U.S. Trustee has raised informal comments regarding their
request.  Based on the informal comments and as ruled by the
Bankruptcy Court on the record at the December 10, 2009 hearing,
the Debtors have submitted with the Court a revised form of order
granting the Request.

The Revised Proposed Order provides that the Debtors are
authorized to pay Loughlin Meghji + Company's fees and to
reimburse Loughlin Meghji for its costs and expenses provided
that Loughlin Meghji will not be entitled to be reimbursed for
the fees and expenses of its outside counsel.

Moreover, the U.S. Trustee will retain the right and be entitled
to objection to Loughlin Meghji's compensation.  Any provision
limiting Loughlin Meghji's liability or contribution obligations
in the Engagement Letter are null, void and of no further force
or effect.  Loughlin Meghji will also continue to disclose any
facts that may have a bearing on whether Loughlin Meghji, or its
affiliates hold or represent any interest adverse to the Debtors,
their creditors, or other parties-in-interest.

For a period of three years after the conclusion of the
engagement, Loughlin Meghji will not make any investments in the
Debtors or the Reorganized Debtors.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Has Nod to Use Cash Collateral Until Dec. 27
---------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware, entered on December 10, 2009, his second
extended interim order, authorizing Capmark Financial Group Inc.,
and its debtor affiliates, to use cash collateral of the
Prepetition Administrative Agent and the Prepetition Secured
Lenders.

Judge Sontchi authorized the Debtors to use Cash Collateral for
the period from the Petition Date through the date that is the
earliest to occur of:

  (x) December 27, 2009; or
  (y) the occurrence of an Event of Default.

During the specified period, the Debtors may use Cash Collateral
in the Cash Collateral Reserve Sub-Account in an amount not to
exceed $9,900,000.  The Debtors' use of Cash Collateral will be
solely and exclusively for specific purposes, a full-text copy of
which is available for free at:

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

The Prepetition Agent, for the benefit of itself and the
Prepetition Secured Lenders, is entitled to receive adequate
protection to the extent of any diminution in value of its
interests in the Cash Collateral resulting from the use of that
collateral, the consumption, or shrinkage of the Cash Collateral
pursuant to Sections 361 and 363 of the Bankruptcy Code.

A final Cash Collateral hearing will be held on December 18,
2009, at 10:00 a.m.

A full-text copy of the Second Extended Interim Cash Collateral
Order is available for free at:

     http://bankrupt.com/misc/Capmark_2ndExtendCashOrd.pdf

                      About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Proposes to Pay FDIC, Capitalize Capmark Bank
----------------------------------------------------------------
Capmark Financial Group Inc., and Capmark Finance Inc., ask the
Court to:

  (a) authorize CFGI to (i) satisfy claims for Federal Deposit
      Insurance Corporation; and otherwise (ii) capitalize
      Capmark Bank, a wholly-owned subsidiary of CFGI, with
      $400 million cash on or before December 31, 2009; and
      (iii) segregate on or before the earlier of:

         * confirmation of a Chapter 11 plan for CFGI; and

         * June 30, 2010, an additional $250 million to be
           potentially transferred to the Bank, in a form
           satisfactory to the FDIC, on a subsequent demand by
           the FDIC;

(b) authorize CFI to transfer to CFGI up to $250 million cash
     after the closing of the sale of the Debtors' mortgage
     servicing and banking business to Berkadia Commercial
     Mortgage LLC, all to preserve the opportunity to realize
     the fair value of the Bank's assets and to maximize
     recoveries to CFGI's and CFI's creditors.

The Debtors relate that maintaining the Bank's viability through
the agreed-upon Cash Transfers is intended to enable the Bank to
optimally manage and monetize its existing portfolio in an
orderly manner over time and avoid potential actions by the FDIC
that could result in a seizure of the Bank and a wholesale
liquidation of its assets at fire sale prices in a distressed
market.

According Jason M. Madron, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, a current seizure and wholesale
liquidation of the Bank would be an unnecessary waste of a
significant asset of CFGI's estate that could otherwise inure to
the benefit of its creditors.  Mr. Madron maintains that the Cash
Transfers will help further ensure that the Bank is able to fund
its cash flow needs without the premature sale of assets under
the currently disadvantageous market conditions and will enable
the Bank to weather the difficulties that have befallen the
capital markets and the unexpected loss of value of the
commercial mortgage loans, while at the same time satisfying the
capital ratios under a "cease & desist order" and applicable
banking regulations.

To recall, on October 2, 2009, the Bank found it necessary to
enter into a cease and desist order with FDIC that requires the
Bank to, among others:

  (a) maintain a Tier 1 capital total assets ratio of at least
      8% and a ratio of qualifying total capital to risk-
      weighted assets ratio of at least 10%;

  (b) submit a capital plan acceptable to the Regional Director
      of the FDIC's New York Regional Office and the Department
      and a contingency plan within 45 days of the C&D Order;
      and

  (c) not extend credit to the Debtors, issue dividends, nor
      issue brokered certificates of deposit without the prior
      written consent of the FDIC.

"Making the Cash Transfers is a better option than the
alternative of the risk of seizure of the Bank by the FDIC," Mr.
Madron asserts.  He adds that the relief, if approved, would
preclude the FDIC from asserting any other or further claim
against CFGI or its affiliates during its Chapter 11 case.
Moreover, this would bar FDIC from objecting to, contesting, or
supporting or joining any other party-in-interest in objecting to
or contesting confirmation of any Chapter 11 plan.

                      About Capmark Financial

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

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

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

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

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


CARMEN MITCHELTREE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Carmen Guerrero Mitcheltree
        1966 General St.
        Rancho Palos Verdes, CA 90275

Bankruptcy Case No.: 09-45910

Chapter 11 Petition Date: December 18, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Dennis E. Mcgoldrick, Esq.
                  350 S Crenshaw Blvd, Ste A207B
                  Torrance, CA 90503
                  Tel: (310) 328-1001
                  Email: dmcgoldricklaw@yahoo.com

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

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

According to the schedules, the Company has assets of $7,385,660
and total debts of $5,439,096.

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

             http://bankrupt.com/misc/cacb09-45910.pdf

The petition was signed by Ms. Mitcheltree.


CATHOLIC CHURCH: Wilmington Told to Disclose Settlement Terms
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that The Associated Press
won a victory for transparency in bankruptcy proceedings yesterday
when a bankruptcy judge in Delaware granted AP's motion and
directed the Catholic Diocese of Wilmington Inc. to make public
disclosure of the terms of settlement of a sexual abuse claim
brought by James E. Sheehan.  Although the settlement isn't yet on
file, AP reported that the case was resolved for $17,500.

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CEDAR FAIR: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Cedar Fair LP is a
borrower traded in the secondary market at 98.04 cents-on-the-
dollar during the week ended Friday, Dec. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.96 percentage
points from the previous week, The Journal relates.  The Company
pays 400 basis points above LIBOR to borrow under the facility.
The bank loan matures on Aug. 30, 2012, and carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among 170 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

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


CEDAR FAIR: Moody's Reviews 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service placed Cedar Fair, L.P.'s Ba3 Corporate
Family Rating and B1 Probability of Default Rating on review for
possible downgrade following the company's announcement that it
has signed a definitive agreement to be acquired by an affiliate
of Apollo Global Management for approximately $2.4 billion.  The
likely increase in leverage and change in financial policies under
equity sponsor ownership are the primary factors driving the
review.  Cedar Fair indicated that a $1.95 billion financing
commitment was provided to support the transaction.  Moody's
anticipates that the transaction will be moderately leveraging for
Cedar Fair based on the financing commitment's size relative to
the company's current $1.6 billion of outstanding debt.

On Review for Possible Downgrade:

Issuer: Cedar Fair, L.P.

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba3

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

Outlook Actions:

Issuer: Cedar Fair, L.P.

  -- Outlook, Changed To Rating Under Review From Negative

In the review, Moody's will evaluate the financial leverage that
will result from the buyout, Apollo's planned operating strategies
and financial policies likely to be in effect upon completion of
the proposed acquisition, and the structure of any competing bids
that may arise within the 40 day window in which Cedar Fair can
solicit alternative proposals.  Moody's anticipates Cedar Fair's
master limited partnership structure will be terminated if the
transaction is completed, and will consider the resulting effect
on the company's tax position and use of free cash flow.  Moody's
will also evaluate the operating outlook for Cedar Fair's
amusement parks and the company's liquidity position following the
transaction.  The CFR and PDR could end up at the same rating
level if the leveraged buyout structure includes multiple classes
of debt that would result in Moody's reverting to a 50% mean
family loss assumption.  Cedar Fair indicated that the transaction
is expected to close in 2010's second quarter with the timing of
completion driving the conclusion of the review.  Cedar Fair's
SGL-3 speculative-grade liquidity rating is not affected.

Because Cedar Fair's existing debt would be refinanced as part of
the transaction, the Ba3 rating on the credit facility issued by
Cedar Fair and Canada's Wonderland Company were not placed on
review.  The existing instrument ratings would be withdrawn if the
debt is retired.

Moody's last rating action on Cedar Fair was on August 7, 2009,
when a Ba3 rating was assigned to $900 million of new term loans
issued by Cedar Fair and Wonderland.  Moody's changed Cedar Fair's
rating outlook to negative from stable on July 28, 2009.

Cedar Fair's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Cedar Fair's core industry and Cedar Fair's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Cedar Fair, headquartered in Sandusky, Ohio, is a publicly traded
Delaware master limited partnership formed in 1987 that owns and
operates 11 amusement parks, seven water parks (six outdoor and
one indoor) and hotels in North America.  Properties are located
in the U.S. and Canada and include Cedar Point (OH), Knott's Berry
Farm (CA), and Canada's Wonderland (Toronto).  In June 2006, Cedar
Fair, L.P. completed the acquisition of Paramount Parks, Inc.,
from a subsidiary of CBS Corporation for a purchase price of
$1.24 billion.  Cedar Fair's LTM 9/27/09 revenue was approximately
$930 million.


CHAMPION ENTERPRISES: Committee Objects to DIP Financing
--------------------------------------------------------
The Official Committee of Unsecured Creditors formed in Champion
Enterprises Inc.'s Chapter 11 cases filed with the U.S. Bankruptcy
Court an objection to the Debtors' motion for debtor-in-possession
financing, according to BankruptcyData.  The Creditors Committee
believes that the proposed DIP facility grants unwarranted and
overreaching preferential treatment to the DIP lenders and
prepetition lenders and that the Committee would be restricted
from meaningfully participating in the restructuring process going
forward if the DIP facility order is granted.
Champion Enterprises, Inc., et al., have already obtained interim
permission from the Hon. Kevin Gross of the U.S. Bankruptcy Court
for the District of Delaware to access secured financing from a
syndicate of lenders led by Credit Suisse AG, Cayman Islands
Branch as administrative agent.

The DIP lenders have committed to provide a senior secured first
priority DIP facility comprising:

     a. up to $2 million synthetic letter of credit facility for
        new letters of credit;

     b. up to $38 million in principal amount of new money loans,
        of which up to $30,335,052 in principal amount will be
        advanced on the closing date and the remaining balance
        will be made available upon entry of the final order; and

     c. a dollar-for-dollar roll-up of up to $40 million in
        principal amount of outstanding prepetition loans and
        other credit extensions of the lenders under the
        prepetition credit agreement who fund the New Money Loans
        and DIP LCs, plus an additional principal amount equal to
        any amount of interest on the Roll-Up Loans that is paid
        in kind.

The DIP facility will mature four and a half months from the
petition date.

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

      http://bankrupt.com/misc/CHAMPION_dip_agreement1.pdf
      http://bankrupt.com/misc/CHAMPION_dip_agreement2.pdf
      http://bankrupt.com/misc/CHAMPION_dip_agreement3.pdf

                    About Champion Enterprises

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

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


CHRYSLER LLC: Flax & Sparkman Sue for Wrongful Death Claims
-----------------------------------------------------------
Jeremy Flax and Rachel Sparkman commenced an adversary proceeding
against Old Carco LLC, formerly known as Chrysler LLC and
DaimlerChrysler Corporation, and Allianz Versicherungs-AG for
declaratory judgment, injunction and damages.

Allianz is a corporation organized under the laws of Germany, with
its principal place of business in Munchen, Federal Republic of
Germany.

The Plaintiffs hold Claim No. 489, against, among other
defendants, DaimlerChrysler Corp., a predecessor-in-interest to
Chrysler LLC.  The Plaintiffs' claim is based upon a final
judgment in a civil action in the Circuit Court for Davidson
County, Tennessee, asserting product liability and wrongful death
claims and captioned as Jeremy Flax and Rachel Sparkman, as the
Natural Parents of Joshua Flax, deceased, et al. v.
DaimlerChrysler Corporation and Louis A. Stockell.

The amount of the Judgment with interest as of the Petition Date
was $22,875,422.  On May 26, 2009, the Supreme Court of the United
States denied Chrysler's petition for a writ of certiorari and the
Judgment was declared final and not subject to further appeal,
Joshua I. Divack, Esq., at Hahn & Hessen LLP, in New York, tells
Judge Gonzalez.

On April 1, 2000, Allianz entered into a contract of insurance
with DaimlerChrysler AG to provide excess insurance to
DaimlerChrysler Corporation for its American tort liability.
Because of the contract, Allianz was the excess insurer for
Chrysler in multiple products liability and other litigation in
the state of New York and elsewhere in the United States of
America.

Chrysler is a named insured under the Insurance Policy, which
provides coverage for the claims that were asserted by the
Plaintiffs in the Litigation, and that form the basis for the
Judgment, Mr. Divack relates.

By a stipulation and agreed order entered in the Debtors' Chapter
11 cases, the Bankruptcy Court modified the automatic stay to
permit the Plaintiffs to pursue payment of the Judgment by Allianz
under the Insurance Policy.  Chrysler subsequently provided a copy
of the Insurance Policy to the Flax Parties for use in evaluating
the insurance available to pay the Judgment, subject to the terms
of a confidentiality agreement, which limits the Flax Parties'
disclosure of information in and related to the Insurance Policy.

The Insurance Policy requires Allianz to pay the Plaintiffs
$12,875,422 plus postpetition interest at 10% per annum on the
damages in the Judgment, Mr. Divack says.  Based upon the
Insurance Policy language, he notes, Allianz may contend that
Chrysler is obligated to make demand on Allianz to pay the balance
above its self-insured retention before Allianz is obligated to
pay the Plaintiffs under the Insurance Policy.

Therefore, the Plaintiffs ask the Bankruptcy Court to:

  (a) require the Defendants to appear as provided by law and
      answer the allegations of the Complaint;

  (b) enter a decree enjoining Chrysler to demand that Allianz
      pay the Plaintiffs the amount of the Judgment in excess of
      the self-insured retention on the $15,867,345 damages in
      the Judgment, at $4,416 per day, pursuant to the terms of
      the Insurance Policy, and to assign to the Plaintiffs all
      of Chrysler's rights under the Insurance Policy pertaining
      to the Judgment, to enable the Plaintiffs to bring an
      action or proceeding against Allianz for breach of the
      Insurance Policy, if necessary;

  (c) enter a declaratory judgment that all conditions or
      prerequisites to Allianz's obligation to pay the
      Plaintiffs the amount of the Judgment exceeding the
      self-insured retention are fulfilled, and that Allianz is
      obligated under the Insurance Policy to pay the Plaintiffs
      $12,875,422 plus interest;

  (d) enter judgment in the Plaintiffs' favor and against
      Allianz for $12,875,422 plus interest;

  (e) in the alternative, enter judgment in the Plaintiffs'
      favor and against Allianz for $12,875,422 plus interest at
      10% per annum from April 30, 2009, through entry of
      judgment, on the $15,867,345 damages in the Judgment, at
      $4,416 per day; and

  (f) that all costs be cast against the Defendants.

                         About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Kolka to Continue to Provide Mgt. Services
--------------------------------------------------------
Effective December 1, 2009, Ronald E. Kolka, who served as
Chrysler LLC's chief financial officer, accepted a position as
chief financial officer at Cerberus Operations and Consulting and
resigned as an employee of Old Carco.  At the request of Old
Carco's board of managers, Mr. Kolka, however, has agreed to
retain his officer position of Old Carco and to continue to
provide essential management services to the Debtors, on an hourly
basis, through Advisory Group LLC.  To that end, effective as of
December 1, 2009, Mr. Kolka accepted a role as Special Consultant
to Capstone, on a part-time basis.

By this motion, the Debtors seek to expand the scope of Capstone's
retention in the Chapter 11 cases to provide certain management
consulting services to the Debtors.  In particular, Capstone will
provide the services of Mr. Kolka to serve as Old
Carco's CEO as of December 1, 2009.

The Debtors believe that the continuing access to Mr. Kolka's
services in the short term is appropriate to assist in the prompt
confirmation of a Chapter 11 plan of liquidation during the first
quarter of 2010.  They note that until a Chapter 11 plan is
effective, the Debtors need an officer to provide essential
management services and to maintain proper corporate governance.

Capstone will make Mr. Kolka available, and he will continue to
serve as Old Carco's CEO.  Working with Old Carco's board of
managers, Mr. Kolka will continue to oversee the plan of
liquidation process for the Debtors, and evaluate and implement
strategic options with respect to the Debtors' wind-down
activities, including the sale of remaining assets.

Since Mr. Kolka will be working for Cerberus, he has agreed that
he will recuse himself from any issues arising in the Debtors'
Chapter 11 cases involving Cerberus or its affiliates.  Any
Cerberus-related issues will be addressed solely by Old Carco's
board of managers.  The Debtors submit that the arrangement is
appropriate and will not adversely impact Mr. Kolka's ability to
serve as CEO, particularly since the Debtors have entered into
mutual releases with Cerberus, which previously were approved by
the Court.

Capstone will be paid for Mr. Kolka's services at a $600 hourly
rate.  Mr. Kolka will be paid at the same rate by Capstone.
Accordingly, there will be no mark-up of Mr. Kolka's services by
Capstone, and Capstone will make no profit on Mr. Kolka's
services.

Mr. Kolka has served as Old Carco's CEO since June 16, 2009, and
at the time of the Fiat Transaction, he was Old Carco's CFO.  Mr.
Kolka joined Chrysler Corporation in 1986 in the corporate
accounting practice and has since then held domestic and
international positions of increasing responsibility.  In August
2007, he was named Senior Vice President and CFO of Chrysler LLC,
n/k/a Old Carco.

Robert Manzo, an executive director with Capstone assures the
Court that his firm remains a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                         About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Michigan Wants to Set Off Tax Claims
--------------------------------------------------
The State of Michigan, Department of Treasury asks the Court to
lift the automatic stay to allow the set off of mutual debts
between it and Chrysler LLC and its units.

Michael A. Cox, Esq., the attorney general of Michigan's Revenue
and Collections Division, relates that Chrysler LLC and several of
its affiliated entities and their predecessors have maintained
business operations in the State of Michigan for several decades.
He notes that businesses operating in the State of Michigan may be
required to file a tax return and remit payment for several types
of taxes including, withholding tax, sales tax, motor carrier fuel
tax, single business tax and the Michigan business tax.

Chrysler Corporation was acquired by the German company Daimler in
1998.  Thereafter, the DaimlerChrysler Corporation was formed.
DaimlerChrysler Corporation converted to a single member limited
liability company and changed its name to DaimlerChrysler Company
LLC.  DaimlerChrysler Company LLC changed its name to Chrysler LLC
effective June 30, 2007.  Chrysler LLC was owned by Chrysler
Holding LLC.

During the nine year time period between 1998 and 2007 various
other entities were formed by DaimlerChrysler Corporation.  Some
of the entities were included as members or as disregarded
entities on consolidated tax returns filed with the Michigan
Treasury.

The Debtors who have been registered for Michigan taxes are:

  * Chrysler LLC;
  * Chrysler Realty Company LLC;
  * Chrysler Aviation Inc.;
  * Chrysler International Corp.;
  * Chrysler International Services, S.A.;
  * Chrysler Motors LLC;
  * Chrysler Service Contracts Inc.;
  * Chrysler Transport Inc.;
  * Chrysler Vans LLC;
  * DCC 929, Inc.; and
  * Global Electric Motorcars, LLC.

The Registered Debtors, their subsidiaries and their predecessors
are subject to a continuous audit of all tax filings with The
Michigan Treasury.

Mr. Cox tells the Court that in March 2004, Michigan Treasury's
Audit Department contacted DaimlerChrysler Corporation, as the
controlling member or successor to the controlling member of
Single Business Tax returns, to begin its audit of the
consolidated SBT returns for the 1996 through 2001 tax periods but
at the request of DaimlerChrysler the SBT audit was postponed
until 2005.

The consolidated SBT returns as filed by the taxpayers for the
1996 and 1997 tax periods, which were prior to Daimler's
acquisition of Chrysler Corp, list Chrysler Corporation as the
controlling corporation of the consolidated group.  Mr. Cox notes
that the members of the group that are Debtors or predecessors to
the Debtors included Chrysler Realty Company LLC and Chrysler
International Corporation.

The consolidated SBT returns as filed by the taxpayers for the
1998 through 2001 tax periods listed DaimlerChrysler Corporation
as the controlling corporation of the consolidated group.  The
members of the consolidated group that are Debtors or predecessors
to Debtors include Chrysler Realty Company LLC, Chrysler
International Corporation, Chrysler International Services S.A.,
DaimlerChrysler Motors Company LLC and DaimlerChrysler Service
Contracts Inc.

Mr. Cox notes that every member of the consolidated group may not
have been a member of the group for the entire audit period.

Subsequently, Michigan Treasury's Audit team completed its review
of the 1996 through 2001 tax periods and presented its findings to
the Taxpayer.  The Taxpayer was given until July 15, 2009 to
object to the audit findings but no objections were filed by the
deadline.  However, after the deadline to respond, the Taxpayers
returned the audit paperwork stating they did not agree with the
audit findings.

Based on the audit of the 1996 through 2001 SBT tax returns, each
member of the 1996 consolidated SBT return may be jointly and
severally liable for a tax liability of $4,096,205; each member of
the 1997 consolidated SBT return may be jointly and severally
liable for a tax liability of $1,479,650; each member of the 1998
consolidated SBT return may be jointly and severally liable for a
tax liability of $1,941,488; each member of the 2000 consolidated
SBT return may be jointly and severally liable for a tax liability
of $11,411,812; each member of the 2001 consolidated SBT return
may be jointly and severally liable for a tax liability of
$11,680,613.

Subsequently, the Michigan Treasury issued an intent to assess
single business tax liabilities for the 1996 through 2001 tax
periods against Chrysler LLC as successor to the controlling
members on the 1996 through 2001 SBT consolidated returns.  On
October 29, 2009, Chrysler LLC, asked for an informal conference
regarding the audit of SBT returns for the 1996 through 2001 tax
periods.

SBT returns for the 2002 through August 2007 tax periods list
DaimlerChrysler North American Holding Corporation or its
successor Daimler North American Holding as the controlling
corporation, Mr. Cox relates.  He notes that DCNAH is not a
Debtor.

A preliminary review of the 2002 through 2007 SBT returns reveal
the same errors found on the 1996 through 2001 SBT returns, Mr.
Cox tells the Court.  Therefore, he anticipates that the members
of the consolidated SBT returns will be responsible for a similar
liability as that found in the 1996 through 2001 audits.

DCNAH, as the controlling corporation, also filed consolidated SBT
returns for the 1999 through 2001 tax periods, however only one
tax year included the Debtors in the case, Mr. Cox points out.
The Debtors Chrysler Vans LLC and Chrysler Motors LLC were
included as members on the 2001 consolidated SBT return.

The Michigan Treasury completed an audit of the DCNAH 1999 through
2001 SBT returns which resulted in a tax due amounting $155,634
for the 2001 tax period.  It calculated a $7 million refund due to
Chrysler LLC, as successor to DaimlerChrysler Corporation, for the
1994 through 1998 tax periods and based upon adjustments on the
Revenue Audit Report provided by the Internal Revenue Service.

The Taxpayer, however, notified the Michigan Treasury that it
disputes the amount and is claiming a refund of approximately
$10 million for the 1994 through 1998 tax periods.

The Michigan Treasury and certain of the Taxpayers then entered
into a stipulation whereby the Michigan Treasury agreed to refund
$25 million to be applied in annual $5 million increments.  Thus
far, $10 million has been utilized, leaving a balance of
$15 million.

The stipulation provides that, "the settlement refund may be used
by anyone of the Taxpayers in the SBT consolidated return group of
which DaimlerChrysler North America is the parent corporation,
including new members of the group, and any successor entities if
they are restructured . . .. The payments may be applied against
any tax liability for taxes administered under the provisions of
the Revenue Act owed to the State on any tax return when filed or
any estimated payment, including, but not limited to, single
business tax, sales tax, use tax, and motor fuel tax, income
withholding tax or any replacement tax that may be enacted in
Michigan which is also administered under the provisions of the
Revenue Act."

Chrysler LLC is also entitled to sales, use and withholding tax
refunds for the 2007 and 2008 tax periods totaling $1,495,681, Mr.
Cox tells the Court.

Daimler North America Corporation, as the controlling member,
filed a final consolidated SBT return for the 2007 tax period.
The members and disregarded entities of the consolidated group
that are Debtors include Chrysler LLC, Chrysler Realty Company
LLC, Chrysler International Corporation, Chrysler International
Services, S.A., Chrysler Service Contracts Inc., Chrysler Vans
LLC, Global Electric Motor Cars LLC and Chrysler Motors LLC.

The requested refund in the approximate amount of $3.7 million is
currently under review, Mr. Cox relates.

Chrysler Holding LLC, parent company of Chrysler LLC, filed a 2007
SBT return for the August through December 2007 tax period asking
a refund amounting $17.2 million.  Mr. Cox relates that the return
is currently under review.

Mr. Cox says that Michigan Treasury has not received the Michigan
Business Tax return for the 2008 tax period from any of the
Registered Debtors.  He notes that the Registered Debtors may be
required to file their 2008 Michigan Business Tax return as part
of a Unitary Business Group.   The Michigan Treasury estimates the
UBG 2008 MBT liability as $17,180,703 and the UBG MBT liability
for January 1 through April 30, 2009 to be $5,586,075.

The Registered Debtors, their predecessors and other affiliated
entities including members and disregarded entities on the
consolidated SBT returns may have on-going litigation with the
Michigan Department of Treasury that may result in additional debt
owed or a refund.

Mr. Cox notes that the prepetition refunds of the Registered
Debtors, their predecessors and members of the consolidated SBT
returns are significantly less than The Michigan Treasury's
prepetition tax claims, therefore The Michigan Treasury has placed
an administrative hold on all tax refunds pending a decision on
its Request.

Mr. Cox contends that Section 553 of the Bankruptcy Code allows a
creditor the same right of setoff which existed prior to the
bankruptcy filing.  The right of set-off "allows entities that owe
each other money to apply their mutual debts against each other,
thereby avoiding the absurdity of making A pay B when Bowes A."
He further argues that Section 362(a)(7) of the Bankruptcy Code
operates as a stay of the setoff of any debt owing to a debtor
that arose prepetition against any claim against the debtor.

However, Mr. Cox points out that Rule 4001 of the Federal Rules of
Bankruptcy Procedure and Section 362(d) of the Bankruptcy Code
allow for parties to seek modification or lifting of the automatic
stay to allow for setoff under appropriate circumstances.

Mr. Cox asserts that the Michigan Treasury is entitled to relief
from the automatic stay if the provisions of Section 553(a) are
met and a right of set-off exists.

                         About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Old CarCo Wants to Abandon 8 Non-Debtor Units
-----------------------------------------------------------
Old CarCo LLC, formerly Chrysler LLC, and its units seek the
Bankruptcy Court's authority to abandon their ownership interests
in eight nondebtor subsidiaries:

  (a) two foreign nondebtor subsidiaries:

      (1) Chrysler de Venezuela S.A.; and
      (2) Chrysler Motors de Venezuela S.A; and

  (b) six domestic nondebtor subsidiaries that currently operate
      or previously operated Chrysler, Dodge or Jeep dealerships
      and that are referred to as "marketing investment
      dealerships":

      (1) Action Chrysler Jeep Dodge, Inc.;
      (2) Des Plaines Chrysler Jeep Dodge, Inc.;
      (3) Grapevine Chrysler Jeep Dodge, Inc.;
      (4) Lone Star Chrysler Jeep Dodge, Inc.;
      (5) Long Beach Chrysler-Jeep, Inc.; and
      (6) South Charlotte Chrysler Jeep Dodge, Inc.

As part of the Fiat Transaction, the Debtors sold substantially
all of their operating assets to New Chrysler.  However, in
connection with the Fiat Transaction, New Chrysler did not
purchase the Ownership Interests in the Nondebtor Subsidiaries.
As a result, the Nondebtor Subsidiaries remain wholly or partially
owned, directly or indirectly, by Old Carco.  Specifically, Old
Carco directly or indirectly owns 100% of the Ownership Interests
in all Nondebtor Subsidiaries other than Des Plaines MID and South
Charlotte MID, and owns a controlling interest in Des Plaines MID
and South Charlotte MID.

The Nondebtor Foreign Subsidiaries have been inactive and the
subject of liquidation proceedings in Venezuela since prior to the
Petition Date.  Specifically, Chrysler Venezuela has been in
liquidation since 1989, and Chrysler Motors Venezuela has been in
liquidation since August 2008.  The Debtors believe that the
assets and liabilities of the Foreign Nondebtor Subsidiaries are
de minimis.

Corinne Ball, Esq., at Jones Day, in New York, contends that the
Debtors have no source of funding for any further liquidation
activities by the Nondebtor Foreign Subsidiaries.  She adds that
the MIDs are unprofitable current and former dealerships owned by
the Debtors.  The Debtors have determined that there is no value
in the Ownership Interests in these entities.

The Debtors do not exercise and have not exercised any control
over the business or affairs of the Nondebtor Subsidiaries since
before the Fiat Transaction, Ms. Ball discloses.  She notes that
no officer, director or member of management of the Debtors is an
officer, director or member of management of any of the Nondebtor
Subsidiaries.

The Ownership Interests in the MIDs and 65% of the Ownership
Interests in the Nondebtor Foreign Subsidiaries serve as
collateral for the Debtors' obligations to the First Lien Lenders.
Pursuant to the First Lien Winddown Order authorizing the Debtors
to use cash collateral of the Prepetition Secured Lenders, the
First Lien Agent designated the Ownership Interests as "Excluded
Assets" that the First Lien Lenders neither wish to fund, nor own.
Given the designation of the Ownership Interests as Excluded
Assets, and consistent with the terms of the First Lien Winddown
Order, Ms. Ball tells Judge Gonzalez that the Debtors have
determined to abandon the Ownership Interests.

Ms. Ball asserts that abandonment of the Ownership Interests is
appropriate because they are of inconsequential value and provide
no benefit, and only potential burdens, to the Debtors' bankruptcy
estates.  In the absence of any further funding for activities
relating to the Ownership Interests, and consistent with the First
Lien Winddown Order, the Debtors believe that the abandonment of
the Ownership Interests is the most cost-efficient means of
relieving their estates of the potential burdens associated with
continued ownership of the Nondebtor Subsidiaries.

The Court will commence a hearing on December 17, 2009, to
consider the request.  Objections are due December 14.

                         About Chrysler LLC

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

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

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

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


CIRCUIT CITY: Proposes April 5 Extension of Removal Period
----------------------------------------------------------
Pursuant to Section 150(a) of the Bankruptcy Code and Rule
9006(b) of the Federal Rules of Bankruptcy Procedure, the Debtors
seek to further extend the period within which they may remove
pending proceedings, pursuant to Section 1452 of the Judiciary
and Judicial Procedures Code and Bankruptcy Rule 9027, through
the later of (i) April 5, 2010, or (ii) 30 days after entry of an
order terminating the automatic stay with respect to any
particular action sought to be removed.

The current deadline expires on the later of January 4, 2010, or
30 days after the entry of an order terminating the automatic
stay with respect to any particular action sought to be removed.

As previously reported, the Debtors are parties to numerous
judicial and administrative agencies.  The Actions involve a
variety of claims, some of which are complex.  The Actions
include, among others, discrimination, workers' compensation, and
product liability claims.

Because of the number of Actions involved and the variety of
claims, the Debtors require additional time to determine which,
if any, of the Actions should be removed and, if appropriate,
transferred to this district, Douglas M. Foley, Esq., at
McGuireWoods LLP, in Richmond, Virginia, says.

Moreover, since the Debtors announced their liquidation on
January 16, 2009, they have been focused on, among other matters,
executing on a wind-down plan with the dual goal of winding down
as expeditiously as possible and maximizing value for the benefit
of their estates, Mr. Foley relates.  The Debtors have also
negotiated a consensual plan of liquidation with the Official
Committee of Unsecured Creditors and have obtained approval of
the associated Disclosure Statement, he adds.

The requested extension will afford the Debtors additional time
to attempt to make fully informed decisions concerning whether
the Actions may and should be removed, thereby protecting the
Debtors' valuable right to adjudicate lawsuits pursuant to
Section 1452 of the Judiciary and Judicial Procedures Code, Mr.
Foley tells the Court.

The Debtors' adversaries will not be prejudiced by an extension
because they may not prosecute the Actions absent relief from the
automatic stay.  Nothing in the motion will also prejudice any
party to a proceeding that the Debtors seek to remove from
pursuing remand pursuant to the Judiciary and Judicial Procedures
Code, Mr. Foley assures the Court.

                        About Circuit City

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

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

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

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

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


CIRCUIT CITY: Lexmark Int'l, et al., Object to Plan Confirmation
----------------------------------------------------------------
Lexmark International, Inc.; and KNP, Foursquare Properties Inc.,
Watt Management Company, Cousins Properties Incorporated,
Portland Investment Company of America, The Prudential Insurance
Company of America, RREEF Management Company, and The Macerich
Company object to the confirmation of the First Amended Joint
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors.

Lexmark joins in that portion of Samsung America Electronics'
confirmation objection that relates to the Plan's proposed
treatment of set-off or recoupment rights, and the limitation on
the exercise of those rights.

Creditors with set-off rights should have the option of moving
for relief from the automatic stay, if necessary, to exercise
those rights, and not be limited to asserting those rights solely
as a defense to an "Estate Claim."  Moreover, creditors should be
afforded the same rights that the Plan affords the Debtors with
respect to the option whether to assert a right of set-off as
part of its answer to an Estate Claim, according to Jennifer M.
McLemore, Esq., at Christian & Barton, LLP, in Richmond,
Virginia, counsel to Lexmark.

Lexmark also wants the secured and unsecured portions of its
claims fixed before the confirmation hearing.

KNP et al. are owners or managing agents of numerous shopping
centers throughout the United States where the Debtors continue
to operate their retail stores pursuant to certain non-
residential real property leases.

Ms. McLemore, on behalf of KNP et al., says that the injunction
provisions referenced in the Plan are "overbroad" and should be
revised.  She contends that, through the injunction provisions,
the Debtors improperly seek to deprive KNP et al. of their rights
to set-off and recoupment.

The Debtors also need to adequately address the fact that KNP et
al.'s unbilled but accrued claims for year-end reconciliation
payments must survive plan confirmation, Ms. McLemore adds.

To the extent not inconsistent with the objections of KNP et al.,
the landlords join in any opposition to the Plan raised by other
creditors.

                       The Liquidating Plan

According to a notice filed with the Court, Circuit City Stores
Inc. and the Official Committee of Unsecured Creditors announced
that the hearing to consider the confirmation of their First
Amended Joint Plan of Liquidation is continued from November 23 to
December 21, 2009, at 10:00 a.m., Eastern Time, or as soon as
counsel can be heard before Judge Huennekens.

The Plan provides for the orderly liquidation of the remaining
assets of the Debtors and the distribution of the proceeds of the
liquidation of the Debtors' assets according to the priorities
set forth under the Bankruptcy Code.

Under the Debtors' Joint Plan of Liquidation, all claims against
the Debtors -- other than administrative claims and priority tax
claims, which will be paid in full -- are classified into eight
classes:

                                               Estimated
                                    Estimated  Aggregate Amount
  Class  Description                Recovery   of Allowed Claims
  -----  -----------                ---------  -----------------
1    Miscellaneous Secured Claims   100%      $5 mil.-$20 mil.
2    Non-Tax Priority Claims        100%      $35 mil.-$95 mil.
3    Convenience Claims              10%      unknown
4    General Unsecured Claims      0%-13.5%   $1.8 bil.-$2 bil.
5    Intercompany Claims              0%      $0
6    Subordinated 510(c) Claims       0%      $0
7    Subordinated 510(b) Claims       0%      $0
8    Interests                        0%      -

A Liquidating Trust will be established on the Plan Effective
Date.  All Distributions to the Holders of allowed claims will be
from the Liquidating Trust.

The Plan Proponents also filed on September 24, 2009, clean and
final version of their Disclosure Statement and First Amended
Plan, a full-text copy of which is available at no charge at:

       http://bankrupt.com/misc/CC_DS&1stAmPlan_092409.pdf

                        About Circuit City

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

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

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

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

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


CIRCUIT CITY: Madcow Seeks Payment of $894,056 Admin. Claim
-----------------------------------------------------------
Pursuant to Sections 546(c) and 503(b)(9) of the Bankruptcy Code,
Madcow International Group Limited asks the Court to allow an
administrative expense priority claim of $894,056, as a priority
administrative expense of the estate and compel its immediate
payment.

As previously reported, Madcow International is a regular
supplier of various electrical goods and accessories to the
Debtors.

Madcow International supplied $452,794 worth of goods and
products to the Debtors during the 20 days before the Petition
Date.  It also supplied $441,262 worth of goods and products
during the period 21 and 45 days before the Petition Date,
according to Kevin A. Lake, Esq., at Vandeventer Black LLP, in
Richmond, Virginia.

Mr. Lake notes that pursuant to Section 546(c), Madcow
International is entitled to reclamation of these goods.  Madcow
International made demand on November 25, 2008.  The Debtors
denied the Reclamation Demand.

Pursuant to Section 503(b)(9), Madcow International is entitled
to administrative expense priority for goods supplied within 20
days before the Petition Date, and the balance of the Reclamation
Demand, Mr. Lake asserts.

                        About Circuit City

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

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

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

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

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


CITIGROUP INC: Registers 1.02BB Shares Issuable Under 2009 Plan
---------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
registration statement on Form S-8 to register:

     -- 307,573,748 shares of common stock for the Proposed
        Maximum Aggregate Offering Price of $1,254,900,892; and

     -- 714,738,438 shares of common stock for the Proposed
        Maximum Aggregate Offering Price of $2,280,015,617.

The shares are issuable under the Citigroup 2009 Stock Incentive
Plan.

The Plan, as approved by stockholders on April 21, 2009, provided
for an increase in the number of shares of Common Stock that may
be issued subject to awards under the Plan, following increases to
the outstanding Common Stock that would result from consummation
of previously announced transactions to exchange certain preferred
securities for shares of Common Stock.  Those exchange
transactions were consummated on July 29 and September 10, 2009,
and the number of shares of Common Stock issuable pursuant to
awards that may be granted under the Plan was subsequently
increased pursuant to Section 6(e) of the Plan.  The adjustments
pursuant to Section 6(e) of the Plan resulting from the exchange
transactions did not affect any already outstanding awards.  The
shares of Common Stock registered pursuant to the Registration
Statement include those additional shares of Common Stock that may
be issued in connection with future awards under the Plan.

A portion of the shares of Common Stock covered by the
Registration Statement may be issued subject to employee stock
options granted on October 29, 2009.  The option terms provide,
generally, that they will become exercisable in equal annual
installments beginning on October 29, 2010, at an exercise price
of $4.08 per share.

A copy of the registration statement is available at no charge at:

              http://ResearchArchives.com/t/s?4bf6

Citigroup last week filed a pricing supplement in connection with
its Concurrent Offerings of (a) 5,396,825,397 Shares of Common
Stock, $0.01 par value; and (b) 35,000,000 7.50% T-DECS.

A copy of the Pricing Supplement is available at no charge at:

              http://ResearchArchives.com/t/s?4bf7

A copy of the Prospectus related to the T-DECS offering is
available at no charge at http://ResearchArchives.com/t/s?4bf8

A copy of the Prospectus related to the Common Stock offering is
available at no charge at http://ResearchArchives.com/t/s?4bf9

                      About Citigroup Inc.

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

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

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

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


CLAIRE'S STORES: Bank Debt Trades at 19.20% Off
-----------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 80.80 cents-
on-the-dollar during the week ended Friday, Dec. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.26
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 170 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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

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

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


CITIZENS STATE BANK: Closed; DINB Created to Temporarily Take Over
------------------------------------------------------------------
Citizens State Bank, New Baltimore, Michigan, was closed Friday by
the Michigan Office of Financial and Insurance Regulation, which
then appointed Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC created the Deposit Insurance
National Bank of New Baltimore (DINB), which will remain open for
approximately 45 days to allow depositors access to their insured
deposits and time to open accounts at other insured institutions.

At the time of closing, the receiver immediately transferred to
the DINB all insured savings, checking, and secured public units
of Citizens State Bank. Certificates of deposit (CDs) and
Individual Retirement Accounts (IRAs) were not transferred over to
the DINB. The FDIC will mail checks directly to deposit customers
who had CDs and IRAs with Citizens State Bank.

The Huntington National Bank, Columbus, Ohio, will provide
operational management of the DINB under a contract with the FDIC.
The main office and all branches of Citizens State Bank will open
on Saturday, December 19, 2009. Banking activities, such as direct
deposit and writing checks, ATM and debit cards, can continue
normally for former customers of Citizens State Bank during the
45-day transition period. It is also important to note that
Citizens State Bank official checks will continue to clear and
will be issued to customers closing accounts.

All insured depositors of Citizens State Bank are encouraged to
transfer their insured funds to other banks. They may do so by
asking their new bank to electronically transfer their deposits
from the DINB or by writing checks for the amount in their
accounts.

Under the FDI Act, the FDIC may create a deposit insurance
national bank to ensure that depositors have continued access to
their insured funds where no other bank has agreed to assume the
insured deposits. The DINB allows for uninterrupted direct
deposits and automated payments from customers' accounts for
customers with checking and NOW accounts and allows them time to
find another institution with which to do business.

As of September 30, 2009, Citizens State Bank had $168.6 million
in total assets and $157.1 million in total deposits. At the time
of closing, deposits of approximately $803,000 potentially
exceeded the insurance limits. Uninsured deposits were not
transferred to the DINB. This estimate is likely to change once
the FDIC obtains additional information from these customers.

Customers with accounts in excess of $250,000 should contact the
FDIC toll-free at 1-800-350-2746 an appointment to discuss their
deposits.  Due to the Christmas Holiday, the toll-free number will
not be operational between the hours of 3 p.m., Thursday, December
24, and 8:00 a.m., Monday, December 28.  At that time the toll-
free number will resume its normal hours.

Customers who would like more information on today's transaction
should visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/citizensstate-mi.html

Beginning Monday, December 21, 2009, depositors of Citizens State
Bank with more than $250,000 at the bank may visit the FDIC's Web
page "Is My Account Fully Insured?" at
http://www2.fdic.gov/dip/Index.aspto determine their insurance
coverage.

The FDIC as receiver will retain all the assets from Citizens
State Bank for later disposition. Loan customers should continue
to make their payments as usual.

The cost to the FDIC's Deposit Insurance Fund is estimated to be
$76.6 million. Citizens State Bank is the 136th bank to fail this
year and the fourth in Michigan. The last FDIC-insured institution
closed in the state was Home Federal Savings Bank, Detroit, on
November 6, 2009.


CITADEL BROADCASTING: Files for Chapter 11 with Restructuring Plan
------------------------------------------------------------------
Citadel Broadcasting Corp., the owner of radio stations in cities
including New York and Chicago, filed for U.S. bankruptcy
protection in Manhattan with a deal to reduce debt by $1.4
billion.

Citadel Broadcasting said in a statement that it has reached an
accord with more than 60% of its senior secured lenders on the
terms of a pre-negotiated financial restructuring that would
extinguish approximately $1.4 billion of indebtedness.  Notably,
support for the restructuring proposal was solicited only from
private-side lenders, yet the Company still received support from
more than 60% of the Company's total secured lenders.  The
financial restructuring contemplates that Citadel's $2.1 billion
secured credit facility will be converted into a new term loan in
the principal amount of $762.5 million.  Holders of senior secured
claims will receive a pro rata share of the new term loan and 90%
of the new common stock in reorganized Citadel.  The pre-
negotiated restructuring further contemplates that holders of
unsecured claims, including the secured lenders' deficiency claim
of approximately $900 million, the Debtors' unsecured notes and
general unsecured claims will have the option to receive either a
pro rata share of cash in an amount equal to 5% of the unsecured
claim (capped at $2 million) or 10% of the new common stock,
subject to dilution for distributions under reorganized Citadel's
management equity incentive program.

"Our business will continue as usual and the Company will work to
emerge from the restructuring process as quickly as possible," the
statement said.

"We are pleased with the support from the majority of our senior
lenders, and we look forward to working with the remaining senior
lenders and other stakeholders to ensure a complete and
expeditious restructuring," said Farid Suleman, Citadel's Chief
Executive Officer. "Our business will continue as usual and the
Company will work to emerge from the restructuring process as
quickly as possible."

To fund its restructuring, Citadel has reached an agreement with
its secured lenders to access more than $36 million of cash on
hand, as well as all cash flow from operations, which will be more
than sufficient to fund operations during the restructuring
process. Citadel also intends to seek customary relief from the
Bankruptcy Court to ensure that operations continue without
interruption, including authorization to continue paying employee
wages and salaries, as well as honoring certain customer
obligations and programs.

                Dramatic Economic Downturn Blamed

Randy L. Taylor, senior vice president and chief financial
officer, relates in a court filing that the recent and dramatic
economic downturn has left very few businesses and industries
unscathed.  The media sector -- and the radio broadcast business
more particularly -- is one of the many industries that has been
hit the hardest, experiencing a dramatic and significant
deterioration in revenues due to the financial crisis. After all,
media companies are fueled by advertising dollars, but the
economic slowdown has put a chokehold on advertising spending and,
as a result, the financial results of such companies have been
negatively affected.

Mr. Taylor adds that Citadel, like many radio, television and
newspaper companies, has seen its revenue and profitability
decline due to the downturn in advertising spending by companies
particularly in the auto, banking and restaurant sectors.  Citadel
is also highly overleveraged -- indebted to its lenders for
approximately $2.076 billion in secured loans.  Indeed, based on
Citadel's current financial position and recent industry
performance, Citadel anticipates that it will not be able to
comply with the financial covenants imposed by an amendment to its
credit agreement as of January 15, 2010.

"All of these factors, which have been highly publicized in the
marketplace, have contributed to increasing pressure from
competitors in light of the instability surrounding Citadel's
existing capital structure.  Recognizing all of this, Citadel
determined that an expeditious balance sheet restructuring was key
to its future success," Mr. Taylor said.

                     About Citadel Broadcasting

Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates
on December 20, 2009 in Manhattan (Bankr. S.D.N.Y. Case No.
09-17422).  The Company listed assets of $1.4 billion and debt of
$2.5 billion in its Chapter 11 filing.

Kirkland & Ellis LLP is serving as legal counsel and Lazard Freres
& Co. LLC. as financial advisor for the restructuring.  Kurtzman
Carson Consultants is serving as claims and notice agent.

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


CITADEL BROADCASTING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Citadel Broadcasting Corp.
          dba Citadel Communications Corp.
        7201 West Lake Mead Blvd., Suite 400
        Las Vegas, NV 89128

Bankruptcy Case No.: 09-17422

Debtor-affiliates filing separate Chapter 11 petitions:

Alphabet Acquisition Corp.         09-17443
Atlanta Radio, LLC                 09-17444
Aviation I, LLC                    09-17445
Chicago FM Radio Assets, LLC       09-17446
Chicago License, LLC               09-17447
Chicago Radio Assets, LLC          09-17448
Chicago Radio Holding, LLC         09-17449
Chicago Radio, LLC                 09-17450
Citadel Broadcasting Company       09-17451
Citadel Broadcasting Corporation   09-17442
DC Radio Assets, LLC               09-17452
DC Radio, LLC                      09-17453
Detroit Radio, LLC                 09-17454
International Radio, Inc.          09-17455
KLOS Radio, LLC                    09-17456
KLOS Syndications Assets, LLC      09-17457
KLOS-FM Radio Assets, LLC          09-17458
LA License, LLC                    09-17459
LA Radio, LLC                      09-17460
Minneapolis Radio Assets, LLC      09-17461
Minneapolis Radio, LLC             09-17462
Network License, LLC               09-17463
NY License, LLC                    09-17464
NY Radio Assets, LLC               09-17465
NY Radio, LLC                      09-17466
Oklahoma Radio Partners, LLC       09-17467
Radio Assets, LLC                  09-17468
Radio License Holding I, LLC       09-17469
Radio License Holding II, LLC      09-17470
Radio License Holding III, LLC     09-17471
Radio License Holding IV, LLC      09-17472
Radio License Holding V, LLC       09-17473
Radio License Holding VI, LLC      09-17474
Radio License Holding VII, LLC     09-17475
Radio License Holding VIII, LLC    09-17476
Radio License Holding IX, LLC      09-17477
Radio License Holding X, LLC       09-17478
Radio License Holding XI, LLC      09-17479
Radio License Holding XII, LLC     09-17480
Radio Networks, LLC                09-17481
Radio Today Entertainment, Inc.    09-17441
Radio Watermark, Inc.              09-17482
San Francisco Radio Assets, LLC    09-17483
San Francisco Radio, LLC           09-17484
SF License, LLC                    09-17485
WBAP-KSCS Acquisition Partner, LLC 09-17486
WBAP-KSCS Assets, LLC              09-17487
WBAP-KSCS Radio Acquisition, LLC   09-17488
WBAP-KSCS Radio Group, Ltd.        09-17489
WPLJ Radio, LLC                    09-17490

Chapter 11 Petition Date: December 20, 2009

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

Debtors' Counsel: Kirkland & Ellis LLP
                  Jonathan S. Henes, Esq.
                  Joshua A. Sussberg, Esq.
                  Sarah Hiltz Seewer, Esq.
                  601 Lexington Avenue
                  New York, NY 10022
                  T: (212) 446-4800
                  F: (212) 446-4900
                  http://www.kirkland.com/

Debtors'
Financial
Advisors:         Lazard Freres & Co. LLC

Debtors'
Restructuring
Advisor:          Alvarez & Marsal North America, LLC

Debtors'
Independent
Auditors:         Deloitte & Touche LLP

Debtors' Claims
Agent:            Kurtzman Carson Consultants LLC

Total Assets as of Oct. 30: $1,400,576,122

Total Debts as of Oct. 30: $2,464,310,916

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

          http://bankrupt.com/misc/nysb09-17422.pdf

The petition was signed by Randy L. Taylor, senior vice president
and chief financial officer of the Company.


COLONIAL BANCGROUP: Challenges Capital Deal with FDIC
-----------------------------------------------------
ABI reports that Colonial BancGroup Inc. 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.


CONSECO INC: Prices Common Stock Public Offering at $4.75 Apiece
----------------------------------------------------------------
Conseco, Inc., disclosed Wednesday that it has priced an
underwritten public offering of 45,000,000 shares of its common
stock at a public offering price of $4.75 per share.  In addition,
the Company has granted the underwriters a 30-day option to
purchase up to an additional 4,500,000 shares of the Company's
common stock to cover over-allotments, if any.  The offering is
expected to close on or about December 22, 2009.

The estimated net proceeds to the Company from the offering are
expected to be approximately $202.4 million (or $222.7 million if
the underwriters exercise their over-allotment option in full).
The Company intends to use $150 million plus 50% of the net
proceeds in excess of $200 million to repay indebtedness under its
senior credit agreement, as required by Amendment No. 3 to its
senior credit agreement, which will become effective upon the
closing of this offering.  The Company intends to use the
remaining net proceeds for general corporate purposes.

Morgan Stanley & Co. Incorporated is acting as bookrunning manager
and Credit Suisse Securities (USA) LLC, FBR Capital Markets & Co.
and Macquarie Capital (USA) Inc. are acting as co-managers.
Copies of the final prospectus relating to this offering may be
obtained from Morgan Stanley & Co. Incorporated, at 180 Varick
Street, 2nd Floor, New York, New York 10014, Attention: Prospectus
Department, Toll-Free (866) 718-1649 or by emailing
prospectus@morganstanley.com.

This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Company, nor
shall there be any sale of securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws
of any such state or jurisdiction

                    About Conseco Inc.

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

                        *     *     *

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

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

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

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


CONTINENTAL AIRLINES: Completes Offering of $230MM 4.5% Notes
-------------------------------------------------------------
Continental Airlines, Inc., on December 11, 2009, completed the
public offering of $230,000,000 aggregate principal amount of the
Company's 4.5% Convertible Notes due 2015.  The Notes were issued
under the Indenture, dated as of July 15, 1997, between the
Company and The Bank of New York Trust Company, N.A. (as successor
to Bank One, N.A.), as trustee, as supplemented by the Third
Supplemental Indenture, dated as of December 11, 2009, among the
Company and The Bank of New York Trust Company, N.A., as trustee.

The Notes have been issued pursuant to the Company's automatic
shelf registration statement on Form S-3 (Registration No. 333-
158781), filed with the Commission on April 24, 2009.  The
material terms of the Notes are described in the prospectus
supplement, dated December 7, 2009, as filed by the Company with
the Commission on December 8, 2009 pursuant to Rule 424(b) under
the Securities Act of 1933, which relates to the offer and sale of
the Notes and supplements the prospectus dated April 24, 2009.

                  About Continental Airlines

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

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

                          *     *     *

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

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

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


CONTINENTAL AIRLINES: May End Q4 2009 With Up to $2.9 Bil. Cash
---------------------------------------------------------------
Continental Airlines Inc. filed with the Securities and Exchange
Commission an investor update providing information on
Continental's guidance for the fourth quarter and full year 2009.

Continental anticipates ending the fourth quarter of 2009 with an
unrestricted cash, cash equivalents and short-term investments
balance of between $2.8 billion and $2.9 billion.

Compared to the same period last year, for the next six weeks,
mainline domestic advanced booked seat factor is running up 1 to 2
points, mainline Latin advanced booked seat factor is running 2 to
3 points higher, Transatlantic advanced booked seat factor is
running 10 - 11 points higher, Pacific advanced booked seat factor
is down 2 to 3 points, and regional advanced booked seat factor is
running 2 to 3 points higher.

For the fourth quarter of 2009, the Company expects both its
consolidated and mainline load factors to be up roughly 3.0 points
year-over-year compared to the same period in 2008.

The Company's Cargo, Mail, and Other Revenue for the fourth
quarter of 2009 is expected to be between $360 million and
$365 million.

For the full year 2010, Continental expects its consolidated
capacity to be up 1.5% to 2.5% yoy.  The Company expects its
mainline capacity to be up 2% to 3% yoy, with its mainline
domestic capacity about flat yoy and its mainline international
capacity up 5% to 6% yoy.  The international increase is primarily
due to the run-rate of international routes added in 2009 and the
restoration of the Company's full schedule to Mexico following its
capacity pulldown earlier this year related to H1N1.

During 2009, the Company contributed $176 million to its defined
benefit pension plans.  The Company does not plan to make
additional contributions during calendar year 2009.

The Company estimates that its minimum funding requirements for
its defined benefit pension plans for calendar year 2010 will be
roughly $120 million.

The Company estimates that its non-cash pension expense for 2009
will be roughly $250 million, which excludes non-cash settlement
charges related to lump sum distributions from the pilot's frozen
defined benefit plan.  Settlement charges are expected for the
fourth quarter 2009, but the Company is not able at this time to
estimate the amount of these charges.

The Company estimates that its non-cash pension expense for 2010
will be roughly $250 million.

Scheduled debt and capital lease payments for the full year 2009
are estimated to total $605 million, with $98 million,
$71 million, and $373 million paid in the first, second, and third
quarters, respectively, and roughly $63 million to be paid in the
fourth quarter of 2009.

                  About Continental Airlines

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

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

                          *     *     *

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

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

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


CRUSADER ENERGY: Wins Confirmation of Reorganization Plan
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
signed an order confirming a Crusader Energy Group Inc.  The Plan
is financed by a sale where the price rose at auction from $241
million to $289 million, including $240.5 million cash and the
satisfaction of $48.5 million on second-lien claims.  The plan has
full payment for Crusader's $28.5 million in first-lien debt.
Second-lien creditors, owed $250 million, were projected before
the auction to recover 68%. Unsecured creditors are to share $8.75
million in cash or 32.5% of their claims, whichever is less.

An ad hoc of shareholders had opposed confirmation of the Plan,
arguing that Crusader improperly extinguishes existing stock.
According to the report, the shareholders point out how a sale of
some assets produced $289 million, $50 million more than predicted
in the disclosure statement.

                      About Crusader Energy

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. (Pink
Sheets: CKGRQ) -- http://www.ir.crusaderenergy.com/-- explores,
develops and acquires oil and gas properties, primarily in the
Anadarko Basin, Williston Basin, Permian Basin, and Fort Worth
Basin in the United States.  It has working interests in more than
1,000 wells.

Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31797).  The Debtors' financial condition as of
September 30, 2008, showed total assets of $749,978,331 and
total debts of $325,839,980.

Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the
Debtors as counsel.  Jefferies & Company, Inc. acts as financial
adviser to Crusader in its Chapter 11 reorganization.  BMC Group
Inc. is claims and notice agent.  Holland N. Oneil, Esq., Michael
S. Haynes, Esq., and Richard McCoy Roberson, Esq., at Gardere,
Wynne & Sewell, represent the official committee of unsecured
creditors as counsel.


DATASAFE GROUP: Trustee to Sell Assets, FutureIT Stake
------------------------------------------------------
FutureIT Inc. disclosed that the trustee assigned to DataSafe
Group Ltd. (as a part of its stay in proceedings -- an equivalent
to Chapter 11 of the United States Bankruptcy Code) notified
FutureIT Inc. that it is issuing a tender to sell DataSafe's
assets, including both DataSafe's 65% share holdings in FutureIT
Inc., as well as its loan to FutureIT Inc.  FutureIT Inc. is a
public company, traded on the OTC Bulletin Board (FITI.OB).

DataSafe Group in December 7, 2009, notified that it will cease to
provide financing to FutureIT, subject to DataSafe Group Ltd.'s
receipt of additional financing.  To date, DataSafe, the owner of
65% of FutureIT's outstanding shares of common stock, has advanced
approximately $1.85 million in loans to FutureIT.

                       About FutureIT

FutureIT is engaged in the development, marketing, sale and
support of software products that provide easy-to-use
comprehensive database management, backup and monitoring solutions
for both small and medium sized enterprises, or SMEs, and larger
enterprises, running different Microsoft Structured Query
Language, or SQL servers, versions 2000, 2005 and 2008, as well as
Microsoft SQL Server Desktop Engine, or MSDE and SQL Express.

                    About Datasafe Group

The Datasafe Group was founded in 1995, and presently has 7
subsidiaries and more than 250 employees. Datsafe Group includes
the following companies: Datasafe Outsourcing, Datasafe Secure,
Datasafe Systems, Future IT, Synopsis, RDV Systems, Excellnet,
Extreme, Future IT UK, and Datasafe UK. Datasafe has been honored
as an Outstanding Solutions Provider for both IBM and Microsoft,
for four


DBSD NORTH: Gets Access to $25M Postpetition Financing
------------------------------------------------------
Bankruptcy Judge Robert Gerber has approved $25 million in
postpetition financing on a first-lien, secured super-priority
basis for DBSD North America Inc.  Dish Network Corp. opposed
approval of the DIP financing.

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

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


DEAN FOODS: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dean Foods is a
borrower traded in the secondary market at 94.33 cents-on-the-
dollar during the week ended Friday, Dec. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.11 percentage
points from the previous week, The Journal relates.  The debt
matures on March 22, 2014.  The Company pays 175 basis points
above LIBOR to borrow under the loan facility and it carries
Moody's B1 rating and Standard & Poor's BB rating.  The debt is
one of the biggest gainers and losers among 170 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

Dean Foods carries a 'B1' corporate family rating from Moody's.


DECODE GENETICS: Receives $3-Mil. in Loan Advances from Saga
------------------------------------------------------------
In a regulatory filing Friday, deCODE genetics, Inc. disclosed
that on December 14, 2009, and December 18, 2009, Saga Investments
advanced an aggregate of $3,022,678 to the Company pursuant to the
debtor-in-possession credit agreement dated November 16, 2009,
between the Company and Saga.  No further details were provided.

As reported in the Troubled Company Reporter on December 16, 2009,
a bankruptcy judge approved deCODE genetics Inc.'s $11 million
debtor-in-possession financing agreement with stalking horse
bidder Saga Investments LLC over the objections of unsecured
creditors who said the agreement was self-serving and attempted to
block them from involvement.

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

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

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

                   About deCODE Genetics

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

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

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


DEX MEDIA WEST: Bank Debt Trades at 9% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West is
a borrower traded in the secondary market at 91.25 cents-on-the-
dollar during the week ended Friday, Dec. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.13 percentage
points from the previous week, The Journal relates.  The loan
matures on Oct. 22, 2014.  The Company pays 400 basis points above
LIBOR to borrow under the facility.  Moody's has withdrawn its
rating on the bank debt while Standard & Poor's has assigned a
default rating on the bank debt.  The debt is one of the biggest
gainers and losers among 170 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total assets
and $1,023,526,000 in total liabilities, resulting in $93,697,000
in total shareholders' deficit.

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


DF RESTAURANTS: In Chapter 11, Has No Funds to Repay Creditors
--------------------------------------------------------------
D.F. Restaurants LLC has filed for Chapter 11 bankruptcy with
assets of less than $50,000 and liabilities of between $1 million
and $10 million.  The Company said there will be no funds to pay
unsecured creditors, according to stltoday.com  D.F. Restaurants
LLC operates three restaurants in the St. Louis area.


DOLL & DOLL: S.E. Columbus Bids $850,000 for Nissan Rights
----------------------------------------------------------
Chuck Williams at ledger-inquirer.com reports that S.E. Columbus
Automotive LLC made a $850,000 bid for the rights to the Nissan
franchise held by Rob Doll of Doll & Doll Motor Co. in the U.S.
Bankruptcy Court for the Middle District of Georgia.  S.E.
Columbus' offer surpassed Carl Gregory's bid of $750,000.  Mark S.
Marini, Esq., represents S.E. Columbus.

Doll & Doll Motor Company operates Rob Doll Nissan in Columbus.
The Company filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Middle District of Georgia in September
2009, listing $10 million to $50 million in liabilities and $1
million to $10 million in assets.


DOLLAR GENERAL: Moody's Raises Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service upgraded Dollar General Corporation's
Corporate Family Rating and Probability of Default Rating to B1
from B2.  In addition, the senior subordinated notes were upgraded
to B3 from Caa1.  All other ratings including, the Speculative
Grade Liquidity Rating of SGL-1, were affirmed.  The rating
outlook is stable.

The upgrade reflects Dollar General's very strong operating
performance and sizable debt reduction from the proceeds of its
initial public offering.  The upgrade also reflects Moody's
opinion that -- absent a debt financed transaction such as an
acquisition of material share repurchase -- Dollar General's
credit metrics will continue to improve.  Moody's expects Dollar
General to continue to generate strong operating performance and
recognizes that the company has announced that it will repay an
additional $300 million in debt in January 2010.

The rating considers Moody's expectation that the company will
continue to perform solidly through the challenging economic
environment and -- absent a material debt financed transaction --
that its credit metrics will likely improve to levels more in line
with a low Ba rating.  In addition, the rating reflects Dollar
General's very good liquidity and its dominant position in a
segment of retail which Moody's believe is relatively resistant to
economic cycles.  However, Moody's notes that Dollar General's
medium to longer term financial policy and targeted capital
structure is currently unclear.  While the company underwent an
initial public offering, Dollar General continues to be majority
owned and controlled by financial sponsors who historically have
chosen to structure Dollar General with a leveraged capital
structure.  Given Dollar General's ownership and unclear financial
policy, Moody's believes there is a reasonable likelihood that
Dollar General will consider re-leveraging at some point in the
future, and that there is the potential for future sizable cash
payments to the financial sponsor.  This risk constrains Dollar
General's rating.

The stable outlook reflects the lack of upward rating pressure
despite the continued operating strength due to the potential for
sizable cash payments to the financial sponsors.  The stable
outlook also reflects Moody's expectation that Dollar General's
operating performance will continue to be strong and that it will
continue to maintain good liquidity.

These ratings are upgraded:

  -- Corporate Family Rating to B1 from B2;

  -- Probability of Default Rating to B1 from B2;

  -- $700 million senior subordinated notes to B3 (LGD 6, 94%)
     from Caa1 (LGD 6, 93%).

These ratings are affirmed and LGD point estimates changed:

  -- $1.7 billion first-out term loan at Ba3 (to LGD 3, 34% from
     LGD 3, 32%);

  -- $600 million first-loss term loan at B2 (to LGD 4, 59% from
     LGD 4, 56%);

  -- $1.175 billion senior unsecured notes at B3 (to LGD 5, 77%
     from LGD 5, 76%);

  -- Speculative grade liquidity rating at SGL-1.

The last rating action on Dollar General was on August 21, 2009,
when its rating outlook was changed to positive from stable.

Dollar General Corporation, headquartered in Goodlettsville,
Tennessee, operates over 8,700 extreme value general merchandise
stores in 35 states.  Revenues are about $11.5 billion.


EDGE PETROLEUM: Plan Consummation Expected to Occur on December 31
------------------------------------------------------------------
In a regulatory filing Friday, Edge Petroleum Corp. disclosed that
the consummation of the First Amended Joint Plan of Reorganization
(Modified), which was confirmed by the U.S. Bankruptcy Court for
the Southern District of Texas on December 14, 2009, is expected
to occur on or about December 31, 2009.

According to the report, the consummation of the plan is subject
to certain conditions that must be satisfied on or prior to the
Plan's Effective Date, including (a) the closing of the Mariner
Purchase Agreement and (b) (i) the expiration of time to appeal,
petition for certiorari or file a motion for re-argument or
rehearing as to the Confirmation Order, (ii) the absence of any
pending appeal, petition for certiorari or other proceedings or
motion for re-argument or rehearing with respect to the
Confirmation Order and (iii) if an appeal, writ of certiorari,
motion for re-argument or rehearing with respect to the
Confirmation Order has been filed or sought, the absence of any
stay of the Confirmation Order.

As reported in the Troubled Company Reporter on December 18, 2009,
the Company disclosed that on December 14, 2009, the Bankruptcy
Court 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.

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.

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

                   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.


EMPIRE CENTER AT COLDWATER: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Empire Center at Coldwater Springs, LLC
        Attn: Richard J. Felker
        6617 N. Scottsdale Road, Suite 101
        Scottsdale, AZ 85250

Case No.: 09-32728

Chapter 11 Petition Date: December 18, 2009

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

Judge: Sarah Sharer Curley

Debtor's Counsel: John J. Hebert, Esq.
                  Polsinelli Shughart, P.C.
                  3636 N. Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2011
                  Fax: (602) 391-2546
                  Email: jhebert@polsinelli.com

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

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

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


ENTRAVISION COMMS: Bank Debt Trades at 5% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Entravision
Communications Corporation is a borrower traded in the secondary
market at 95.33 cents-on-the-dollar during the week ended Friday,
Dec. 18, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.00 percentage points from the previous week, The
Journal relates.  The Company pays 150 basis points above LIBOR to
borrow under the facility.  The bank loan matures on March 29,
2013, and carries Moody's B1 rating and Standard & Poor's B
rating.  The debt is one of the biggest gainers and losers among
170 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on Aug. 10, 2009,
Moody's downgraded Entravision Communications Corporation's
Corporate Family Rating to B1 from Ba3, Probability of Default
Rating to B2 from B1, and the senior secured credit facility
rating to B1 from Ba3.  The downgrades reflect Moody's expectation
that the advertising slowdown will continue to pressure
Entravision's EBITDA over the next 12 months despite the company's
cost reduction efforts and incremental retransmission revenue.

Entravision Communications Corporation, headquartered in Santa
Monica, CA, is a diversified Spanish-language media company with
television and radio operations.  Entravision owns and/or operates
51 primary television stations and is the largest affiliate group
of both the Univision television network and Univision's
TeleFutura network.  The company also owns and operates a group of
primarily Spanish language radio stations, consisting of 48 owned
and operated stations in 19 U.S. markets.  Entravision's LTM
6/30/09 revenue of $204 million was split approximately 64%
television and 36% radio.


FAIRCHILD CORP: Court Approves Plan of Liquidation
--------------------------------------------------
Douglas Appell at Pension & Investments says the Bankruptcy Court
approved the liquidation plan of Fairchild Corporation.

According to the Troubled Company Reporter on Nov. 23, 2009,
on the Plan's effective date, remaining assets of the estate will
be conveyed to the liquidating trust free and clear of liens,
claims and encumbrances or interests.  The liquidating trust will
take charge of liquidating the assets on behalf of the Plan
beneficiaries.

Repayment of claims will be funded by (i) available Cash on the
Plan's Effective Date, if any, (ii) funds added to available Cash
after the Plan's effective date from the liquidation of the
Debtors' remaining trust assets and the prosecution and
enforcement of retained causes of action and/or (iii) the release
of any funds held in reserve.

A full-text copy of disclosure statement explaining the second
amended joint Chapter 11 plan of liquidation of The Fairchild
Corporation and its debtor affiliates is available for free at:

     http://bankrupt.com/misc/fairchild.DS2ndamendedplan.pdf

A full-text copy of the second amended joint Chapter 11 plan of
liquidation of The Fairchild Corporation and its debtor affiliates
is available for free at:

     http://bankrupt.com/misc/fairchild.2ndamendedplan.pdf

                    About Fairchild Corporation

Based in McLean, Virginia, The Fairchild Corporation
(OTC: FCHD.PK) -- http://www.fairchild.com/-- operated in two
distinct divisions, Fairchild Sports and Banner Aerospace Holding
Company I, Inc.  In addition to these two operating divisions,
Fairchild owned several parcels of real estate in Farmingdale, New
York, which it had been in the process of selling or developing.

Currently, the Debtors' operations are mainly centered on
Fairchild Sports, which is a division of the Debtors that
concentrate primarily on protective apparel, helmets and technical
accessories for motorcyclists.  Additionally, Fairchild continues
to own several substantial parcels of real estate in Farmingdale,
New York, and a number of unrelated investments.

Fairchild and 60 of its affiliates filed for Chapter 11 protection
on March 18, 2009 (Bankr. D. Del Lead Case No. 09-10899).  Steven
J. Reisman, Esq., Timothy A. Barnes, Esq., and Veronique A.
Hodeau, Esq., at Curtis, Mallet-Prevost, Cold & Mosle LLP, are
bankruptcy counsel to the Debtors.  Jason M. Madron, Esq., Michael
J. Merchant, Esq., and Mark D. Collins, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.  On April 6,
2009, Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3,
appointed three creditors to serve on the official committee of
unsecured creditors of the Debtors.


FAIRFIELD RESIDENTIAL: Can Hire Kurtzman Carson as Claims Agent
---------------------------------------------------------------
Fairfield Residential LLC, et al., sought and obtained permission
from the Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware to employ Kurtzman Carson Consultants LLC
as claims, noticing and balloting agent.

KCC will, among other things:

     (a) prepare and serve notices in the Chapter 11 cases;

     (b) receive, examine, and maintain copies of proofs of claim
         and proofs of interest filed in the Chapter 11 cases;

     (c) provide access to the public for examination of claims
         and the claims register at no charge; and

     (d) forward all claims, an updated claims register and an
         updated mailing list to the Court within 10 days of entry
         of an order converting a case or within 30 days of entry
         of a final decree.  The claims register and mailing list
         will be provided in paper and on disc and in alphabetical
         and numerical order.

KCC will be paid for its services depending on the amounts set
forth in its Services Agreement with the Debtors.  The Debtors
have provided KCC with a security retainer in the amount of
$65,000.

Michael J. Fishberg, KCC's vice president of corporate
restructuring services, assured the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

San Diego, California-based Fairfield Residential LLC is a fully
integrated multifamily housing company that through its various
subsidiaries provides a diverse mix of services to a wide range of
investors, joint venture partners and clients.  FFR either
directly or indirectly acts as a general partner or managing
member of, and owns varying stakes in, a number of project level
operating companies.

The Company and its affiliates -- FF Development, Inc., et al. --
filed for Chapter 11 bankruptcy protection on December 13, 2009
(Bankr. D. Delaware Case No. 09-14378).  Daniel J. DeFranceschi,
Esq.; Lee E. Kaufman, Esq.; Paul Noble Heath, Esq.; and Travis A.
McRoberts, Esq., at Richards, Layton & Finger, P.A., assist the
Debtors in their restructuring efforts.  Fairfield Residential
listed $100,000,001 to $500,000,000 in assets and more than
$1,000,000,000 in liabilities.


FIRST FEDERAL, CALIFORNIA: OneWest Bank Assumes All Deposits
------------------------------------------------------------
First Federal Bank of California, a Federal Savings Bank, Santa
Monica, California, was closed December 18 by the Office of Thrift
Supervision, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with OneWest
Bank, FSB, Pasadena, California, to assume all of the deposits of
First Federal Bank of California.

Depositors of First Federal Bank of California will automatically
become depositors of OneWest Bank, FSB.  Deposits will continue to
be insured by the FDIC, so there is no need for customers to
change their banking relationship to retain their deposit
insurance coverage.  Customers should continue to use their
existing branch until OneWest Bank, FSB can fully integrate the
deposit records of First Federal Bank of California.

As of September 30, 2009, First Federal Bank of California had
approximately $6.1 billion in total assets and $4.5 billion in
total deposits.  OneWest Bank, FSB did not pay the FDIC a premium
for the deposits of First Federal Bank of California.  In addition
to assuming all of the deposits of the failed bank, OneWest Bank,
FSB agreed to purchase essentially all of the assets.

The FDIC and OneWest Bank, FSB entered into a loss-share
transaction on $5.3 billion of First Federal Bank of California's
assets.  OneWest Bank, FSB will share in the losses on the asset
pools covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-930-1849. Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/firstfederal-ca.html

Due to the Christmas Holiday, the toll-free number will not be
operational between the hours of 3 p.m., Thursday, December 24,
and 8:00 a.m., Monday, December 28. At that time the toll-free
number will resume its normal hours.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $146.3 million.  OneWest Bank, FSB's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to all alternatives.  First Federal Bank of
California is the 140th FDIC-insured institution to fail in the
nation this year, and the seventeenth in California.  The last
FDIC-insured institution to be closed in the state was Imperial
Capital Bank, La Jolla, earlier December 18.


FIRST STATE: Receives Non-Compliance Notice From NASDAQ
-------------------------------------------------------
First State Bancorporation has been notified by The Nasdaq Stock
Market that it no longer meets the $1.00 per share requirement for
continued listing on The Nasdaq Global Select Market under Listing
Rule 5450(a)(1).  This notice does not result in an immediate
delisting of First State's common stock from The Nasdaq Global
Select Market, as a grace period of 180 calendar days (June 14,
2010) is provided under the listing rules.

The deficiency letter, dated December 14, 2009, states that First
State has a grace period of 180 calendar days in which to regain
compliance.  If at any time during this grace period the bid price
of First State's common stock closes at $1.00 per share or more
for a minimum of 10 consecutive business days, Nasdaq will provide
First State written confirmation of compliance.  In the event that
First State does not regain compliance prior to the expiration of
the grace period, Nasdaq will provide written notification that
First State's common stock is subject to delisting.  First State
may apply for the transfer of its common stock to The Nasdaq
Capital Market prior to the delisting date if it satisfies all of
the requirements, other than the minimum bid price requirement,
for initial listing on The Nasdaq Capital Market as set forth in
Listing Rule 5505.  If First State elects to apply for such
transfer, and the application is approved, First State would be
eligible for an additional 180-calendar-day grace period.  The
requirements for initial listing on The Nasdaq Capital Market
include a minimum market value of publicly held shares of
$15 million, which First State does not currently meet.

"First State is evaluating all of its options following receipt of
this notification and intends to work diligently to attempt to
retain listing of its common stock on The Nasdaq Global Select
Market," stated H. Patrick Dee, Executive Vice President and Chief
Operating Officer.  "We believe that improved financial
performance that results in an increased stock price, much closer
to our tangible book value, is the best potential solution for
regaining compliance with the minimum bid price requirement,"
continued Dee.

First State Bancorporation is a New Mexico based commercial bank
holding company.  First State provides services, through its
subsidiary First Community Bank, to customers from a total of 40
branches located in New Mexico and Arizona.  On Thursday,
December 17, 2009, First State's stock closed at $0.40 per share.


FRANKLIN TOWERS: Posts $169,000 Net Loss in Q3 2009
---------------------------------------------------
Franklin Towers Enterprises, Inc., and subsidiary reported a net
loss of $169,355 on net sales of $2,240,449 for the three months
ended September 30, 2009, compared with a net loss of $1,294,099
on net sales of $2,334,638 for the same period of 2008.

The Company sold 51.24 tons of silk during the three months ended
September 30, 2009, an increase of 17.24 tons, or 51% as compared
to 34.00 tons during the three months ended September 30, 2008.
The revenue from sale of silk was $1,235,169 during the three
months ended September 30, 2009, an increase of $448,861, or 57%
as compared to $786,308 for the same period of 2008.

The cocoon is a raw material for production of silk.  The sales of
cocoon were 100.26 tons for the three months ended September 30,
2009, decreased by 105.32 tons, or 52% as compared to 202.58 tons
sold in the same period of 2008.  The revenue from sale of cocoon
was $593,338 for the three months ended September 30, 2009,
decreased by $490,283, or 45%, as compared to $1,083,621 for the
three months ended September 30, 2008.

Income from operations for the three months ended September 30,
2009, were $351,584, an improvement of $407,251, as compared to
loss from operations of $55,667 for the three months ended
September 30, 2008.

Total other expenses, net was $520,939 for the three months ended
September 30, 2009, a decrease of $717,493 as compared to
$1,238,432 for the three months ended September 30, 2008.

Interest expense was $521,263 for the current quarter, versus
$1,239,008 for the three months ended September 30, 2008.

                       Nine Months Results

The Company reported a net loss of $581,697 on net sales of
$5,124,347 for the nine months ended September 30, 2009, compared
with a net loss of $4,428,977 on net sales of $4,784,776 for the
same period last year.

                          Balance Sheets

At September 30, 2009, the Company's consolidated balance sheets
showed $9,351,526 in total assets and $11,422,260 in total
liabilities, resulting in a $2,070,734 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $7,530,444 in total current
assets available to pay $11,422,260 in total current liabilities.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?4bfd

                       Going Concern Doubt

The Company started its test production at the end of June 2007
and commenced its manufacturing operations during the third
quarter of 2007.  The Company has incurred a net loss of $581,697
for the nine months ended September 30, 2009, and has an
accumulated deficit of $20,743,476 at September 30, 2009.
Substantial portions of the losses are attributable to stock-based
compensation, amortization of debt discount, deferred finance
costs and beneficial conversion feature, and accrued interest and
penalties in connection with the default of the convertible notes.
The Company had a working capital deficiency of $3,891,816 and
$2,859,499 as of September 30, 2009, and December 31, 2008,
respectively.

Furthermore, as of July 12, 2008, the Company was in default on
its convertible notes payments due July 12, 2008.  The notes
provide that, at the option of the holder, an event of default
shall make all sums of principal and interest then remaining
unpaid and all other amounts payable immediately due and payable
upon demand.  As of September 30, 2009, the unpaid convertible
notes payable balance is $2,792,175; unpaid accrued interest is
$414,545; and unpaid accrued liquidated damages penalty and
default penalty are $1,835,294.  The Company says it is currently
negotiating with investors and seeking ways to resolve the default
issue with all investors.

These factors raise substantial doubt concerning the Company's
ability to continue as a going concern.

                      About Franklin Towers

Based in Fulin, Chongqing, China, Franklin Towers Enterprises,
Inc. was incorporated on March 23, 2006, under the laws of the
State of Nevada.  After acquiring 100% of the issued and
outstanding registered capital of Chongqing Qiluo Textile Co.,
Ltd., a limited liability company organized under the laws of the
People's Republic of China, in 2007, Franklin focused on the
production and sale of silk and silk products.

Qiluo was incorporated on December 15, 2006, named "Chongqing
Qiluo Industry Ltd." under the laws of the People's Republic of
China with the purpose of engaging in the manufacture and sale of
silk and silk products.  Qiluo renamed to "Chongqing Qiluo Textile
Co., Ltd."  On May 30, 2008, Qiluo renamed to "Chongqing Fuling
Qiluo Wintus Silk Co., Ltd".

The Company started its test production at the end of June 2007
and commenced operations in the third quarter of 2007.


FRESENIUS MEDICAL: Bank Debt Trades at 4.25% Off
------------------------------------------------
Participations in a syndicated loan under which Fresenius Medical
Care AG is a borrower traded in the secondary market at 95.75
cents-on-the-dollar during the week ended Friday, Dec. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.92
percentage points from the previous week, The Journal relates.
The Company pays 150 basis points above LIBOR to borrow under the
facility.  The bank loan matures on March 31, 2013, and carries
Moody's Baa3 rating and Standard & Poor's BBB- rating.  The debt
is one of the biggest gainers and losers among 170 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Bad Hamburg, Germany, Fresenius Medical Care AG &
Co. KGaA -- http://www.fmc-ag.com/-- is a kidney dialysis
company, operating in both the field of dialysis products and the
field of dialysis services.  The Company's dialysis business is
vertically integrated, providing dialysis treatment at its own
dialysis clinics and supplying these clinics with a range of
products.  In addition, the Company sells dialysis products to
other dialysis service providers.  At December 31, 2008, it
provided dialysis treatment to 184,086 patients in 2,388 clinics
worldwide located in more than 30 countries.  In the United
States, it also performs clinical laboratory testing and provides
inpatient dialysis services and other services under contract to
hospitals.  During the year ended December 31, 2008, it provided
27.9 million dialysis treatments.  It also develops and
manufactures a range of equipments, systems and disposable
products, which it sells to customers in over 115 countries.


GENERAL MOTORS: Parties Inquire About Saab; Spyker Sends New Bid
----------------------------------------------------------------
General Motors Co. on Sunday said, following its announcement that
it will begin the orderly wind down of Saab Automobile AB, the
Company has received inquiries from several parties.

"We will evaluate each inquiry.  We will not comment further until
these evaluations have been completed," GM said.

On Friday, GM said the intended sale of Saab would not be
concluded.  After the withdrawal of Koenigsegg Group AB last
month, GM had been in discussions with Spyker Cars about its
interest in acquiring Saab.  GM said that during the due
diligence, certain issues arose that both parties believe could
not be resolved.  As a result, GM will start an orderly wind-down
of Saab operations.

"Despite the best efforts of all involved, it has become very
clear that the due diligence required to complete this complex
transaction could not be executed in a reasonable time. In order
to maintain operations, Saab needed a quick resolution," said GM
Europe President Nick Reilly.  "We regret that we were not able to
complete this transaction with Spyker Cars.  We will work closely
with the Saab organization to wind down the business in an orderly
and responsible manner.  This is not a bankruptcy or forced
liquidation process.  Consequently, we expect Saab to satisfy
debts including supplier payments, and to wind down production and
the distribution channel in an orderly manner while looking after
our customers."

Saab will continue to honor warranties, while providing service
and spare parts to current Saab owners around the world.

As part of its efforts to become a leaner organization, GM began
seeking a buyer for Saab's operations in January.  Last week, Saab
announced that it had closed on the sale of certain Saab 9-3,
current 9-5 and powertrain technology and tooling to Beijing
Automotive Industry Holdings Co. Ltd. (BAIC).  GM expects its
announcement to have no impact on the earlier sale.

As the company continues to reinvent itself, GM has been faced
with some very difficult but necessary business decisions.  GM
said the focus will remain on the four core brands -- Buick,
Cadillac, Chevrolet and GMC -- and several regional brands,
including Opel / Vauxhall in Europe.  This will enable the company
to devote more engineering and marketing resources to each brand
and model.

                           *     *     *

According to Dow Jones Newswires' Steve McGrath and Sharon Terlep,
Spyker Cars NV has extended another bid for Saab.  Dow Jones said
Spyker tried to resurrect a deal with a new offer it hopes will
overcome the obstacles that caused its talks with GM to collapse.

"We have made every effort to resolve the issues that were
preventing the conclusion of this matter and we have asked GM and
all other involved parties to seriously consider this offer,"
Spyker Chief Executive Victor Muller said, according to Dow Jones.

According to Dow Jones, GM Vice President John Smith, who is
leading Saab talks, said by email Sunday, "Should something
concrete develop we'll consider it, but in the meantime we're
making the wind-down preparations."

Dow Jones reports Spyker said its new offer is an 11-point
proposal addressing each of the issues that arose during the due-
diligence process and would "remove each of the obstacles that
were standing in the way of a swift transaction."  Spyker said the
new offer has the full backing of Saab management and eliminated
the need for a loan from the European Investment Bank.  It said
the new offer was valid until 5 P.M. Detroit time Monday,
according to the report.

The New York Times' Nelson D. Schwartz says publicly, GM
executives declined to identify their problems with Spyker, but
several officials familiar with the private negotiations said GM
was troubled by Spyker's reliance on Russian loans to finance the
deal, as well as the fate of Saab's proprietary technology under
Spyker.  New York Times notes the biggest investor in Spyker is
the Russian bank Convers Group, which is controlled by Alexander
Antonov.  The NY Times notes that in March, Mr. Antonov was shot
seven times and reportedly lost a finger in an attempt on his life
in Moscow.  No arrests have been made.  Moreover, the Times says,
Mr. Antonov's son Vladimir, 34, is a top executive at Convers and
the chairman of Spyker.

The NY Times relates that in the first half of 2009, Spyker
borrowed EUR11.6 million, or $16.6 million, from Bank Snoras, a
Lithuanian bank also controlled by the Antonovs.

The NY Times also relates another snag had been the question of
whether Spyker could win a EUR400 million loan from the European
Investment Bank that had been part of an earlier plan to sell Saab
to Koenigsegg. That deal collapsed last month.

According to Dow Jones, Spyker's Mr. Muller said Sunday that the
time required to get a EUR400 million, or roughly $575 million,
loan from the EIB, which would have been guaranteed by the Swedish
government, had been one of the problems preventing a deal.  He
said the EIB wouldn't have been able to authorize a loan until
after the December 31 deadline set by GM to get a deal for Saab.

Mr. Muller declined to comment how Spyker will finance the planned
acquisition without the EIB loan, Dow Jones notes.

Dow Jones says the Swedish government on Friday criticized GM for
not doing more to save Saab.  On Sunday, the Swedish government
said it was still ready to act as a guarantor to any EIB loans
that may be required but hadn't been involved in Spyker's new bid.

                     About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Brian Sweeney Named General Manager of Buick
------------------------------------------------------------
Susan E. Docherty, General Motors Co.'s vice president of Sales,
Service and Marketing, on Thursday named Brian K. Sweeney general
manager of Buick GMC, effective immediately.  Mr. Sweeney had been
general sales manager of Buick GMC since June 2008.

"Brian has played a pivotal role in strengthening the Buick and
GMC brands through his work with our dealers and marketing
activities," Ms. Docherty said. "He consolidated 13 different
agencies to one dedicated partner to drive a consistent brand
message, led the dealer network through a difficult transition and
has earned a reputation for tirelessly driving results that
benefit consumers."

Mr. Sweeney, 42, joined GM in 1990 as a district sales manager for
GMC.  He has held numerous sales and marketing leadership
positions, including regional management positions in New York,
Chicago, Atlanta and Detroit.  While he has dedicated most of his
career to Buick, Pontiac and GMC, he also has experience at
Cadillac, Saab and Chevrolet.

Ms. Docherty also named Jennifer Costabile general sales manager
of Buick GMC.  She succeeds Mr. Sweeney effective immediately.
Costabile, 47 was regional sales and marketing manager -- Cadillac
in GM's Southeast Region since November 2008.  She will report to
Mr. Sweeney.

Ms. Costabile has been with General Motors for 25 years. She has
spent her career predominantly in the field, working with dealers
across the United States.  She has served in a variety of roles,
focusing on sales, service and parts, improving dealer relations,
productivity and marketing effectiveness, and developing the
overall dealer network.

                         About Buick GMC

Buick -- http://www.buick.com/-- is in the midst of a
transformation that started with the Enclave luxury crossover and
continues with the completely redesigned LaCrosse luxury sedan and
Regal sport sedan.  Buick is emerging as a modern, premium brand
with vehicles characterized by sculpted designs, personal
technologies, luxurious interiors and responsive performance.
Future new sedans and crossovers are planned and will continue to
expand Buick's portfolio both in North America and China.

                     About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GEORGIA-PACIFIC LLC: Fitch Upgrades Issuer Default Rating to 'BB'
-----------------------------------------------------------------
Fitch Ratings has upgraded Georgia-Pacific LLC's Issuer Default
Rating and debt ratings:

  -- IDR to 'BB' from 'B+';
  -- Senior secured revolver to 'BB+' from 'BB/RR2';
  -- First lien term loans to 'BB+' from 'BB'/RR2';
  -- Guaranteed senior unsecured notes to 'BB' from 'B+/RR4';
  -- Senior unsecured bonds/notes to 'BB-' from 'B+/RR4'.

The Rating Outlook has been revised to Stable from Positive.

GP continues to outperform Fitch's earnings expectations in the
midst of the current recession, which provides primary support for
the upgrade.  GP's tissue and pulp operations have been driving
cash flow and have overcome a considerable weakness in the
earnings of the company's building products business.  Through the
third quarter of 2009 (3Q'09) consolidated EBITDA was 25% ahead of
the prior year.  Cash flow from operations has had the added bonus
of alternative fuel tax credits (from combusting black liquor)
which, while capital expenditures are being deferred, has helped
repay in aggregate approximately $1.5 billion in debt.  At the end
of 3Q'09, GP had paid down net debt to 3.2 times (x) EBITDA.

GP has also extended the maturity ladder of its debt portfolio and
reduced its overall percentage of secured debt.  In July 2009, GP
extended the maturity of a portion of its secured Term Loan B plus
its secured revolver and prepaid some of its outstanding Term
Loans A and B with the net proceeds of a seven-year unsecured
$750 million bond guaranteed by certain domestic subsidiaries.
This latter class of guaranteed debentures totals $2 billion, and
Fitch has created a separate rating designation for these
securities based on their significance in GP's capital structure
and their likely materiality as a class in recovery pursuant to a
default situation.  GP's next significant debt maturity now occurs
in 2012.  The term loans and revolver limit the amount of leverage
and capital expenditures that GP can incur and also require a
minimum interest coverage ratio.

Fitch expects that in 2010 GP will regain some of the sales
volumes lost in the recession but will also face new cost
inflation pressures, particularly in its containerboard, bleached
board and overseas tissue operations, which have been benefiting
from a weak U.S. dollar.  Inflation pressures have already been
showing up in the prices for both virgin and recycled fiber,
kaolin, calcium carbonate and demurrage/freight.  The higher costs
will put pressure on operating margins in certain product lines
which, depending on the strength of demand, may not be recaptured.
On balance Fitch does not expect a significant improvement in
earnings in 2010 but also sees no external forces which would
cause debt levels to rise.  As a consequence, leverage is expected
to range narrowly around 3.0x net debt/EBITDA through 2010, and
the company is expected to be free cash flow positive.

Factors which could retard progressive rating actions or signal a
reversal include cash distributions to Koch Industries, Inc.  Koch
has not received a cash return on its investment since taking GP
private at the end of 2005.  The possibility of some form of
recapitalization and/or special dividend is becoming less remote
as GP's financial ratios improve.  However, the means to implement
any significant steps may need to await the return of GP's
building products business to financial health and perhaps that of
the leveraged bank loan market as well.


GOTTSCHALKS INC: Delays Filing of Form 10-Q for Qtr. Ended Oct. 31
------------------------------------------------------------------
In a regulatory filing, Gottschalks Inc. disclosed that it will
not be able to file its quarterly report on Form 10-Q for the
fiscal quarer ended October 31, 2009, by December 15, 2009.

The Debtor says that since its filing for Chapter 11 on
January 14, 2009, it has been immersed in bankruptcy-related
matters.  As a result and because of the additional requirement to
file monthly reports with the Bankruptcy Court, the Company has
not been able to complete the financial statements and other
disclosures for the Form 10-Q at this time.  The Debtor also
disclosed that it cannot make any assurance as to when, if ever,
it will complete and file the Form 10-Q.

The Debtor has not filed its annual report for the fiscal year
ended January 31, 2009, and its quarterly reports for the fiscal
quarters ended May 2, 2009, and August 1, 2009.

The Debtor further disclosed that it anticipates that there will
be a significant change in results of operations for the three
months and nine months ended October 31, 2009, as compared to the
same periods ended November 1, 2008.  The Debtor disclosed that it
anticipates that the results will reflect an operating loss and a
net loss for each of the three months and nine months that could
be significantly greater than in the prior year periods due, in
part, to the closure of 59 full-line Gottschalks department stores
and 3 specialty stores; the cessation of retail operations;
potential asset impairment charges; the results of certain on-
going liquidation sales of remaining assets; the winding down of
operations; and increased professional fees and costs related to
its Chapter 11 proceedings.  Because of the on-going work
associated with the Chapter 11 proceedings, the Debtor say it is
currently unable to provide a reasonable estimate of its results
of operations for the three months and nine months ended
October 31, 2009.

Based on the Debtors' most recent monthly operating report, at
October 31, 2009, the Debtor had $43.7 million in total assets and
$82.0 million in total liabilities.

The October report is available at no charge at:

                 http://researcharchives.com/t/s?4a97

Based on the Debtor's latest filed Form 10-Q, at November 1, 2008,
the Debtor's condensed balance sheets showed $364.8 million in
total assets, $272.3 million in total liabilities, and
$92.4 million in total stockholders' equity.

A full-text copy of the Debtors quarterly report for the three and
nine months ended November 1, 2008, is available at no charge at:

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

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts.


GRAPHIC PACKAGING: Bank Debt Trades at 5% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Graphic Packaging
International, Inc., is a borrower traded in the secondary market
at 95.06 cents-on-the-dollar during the week ended Friday,
Dec. 18, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.14 percentage points from the previous week, The
Journal relates.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  The bank loan matures on May 16, 2014,
and carries Moody's Ba3 rating and Standard & Poor's BB rating.
The debt is one of the biggest gainers and losers among 170 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Headquartered in Marietta, Georgia, Graphic Packaging Corporation
(NYSE:GPK) -- http://www.graphicpackaging.com/-- is a provides
paperboard packaging solutions for a variety of products to
multinational and other consumer products companies.  The company
provides its customers paperboard, cartons and packaging machines,
either as an integrated solution or separately.  Its packaging
products are made from a variety of grades of paperboard.  GPC
manufactures its packaging products from coated unbleached kraft
paperboard and coated recycled paperboard that it produces at its
mills, and a portion from paperboard purchased from external
sources.  The company operates in four geographic areas: the
United States, Central and South America (Brazil), Europe and
Asia-Pacific.   GPC conducts its business in two segments,
paperboard packaging and containerboard/other.

As reported by the Troubled Company Reporter-Latin America on
March 14, 2008, Graphic Packaging Holding Company completed its
combination of Graphic Packaging Corporation and Altivity
Packaging LLC.  The combination of Graphic Packaging and Altivity
created a company with pro-forma 2007 revenues of over
US$4.4 billion and pro-forma 2007 adjusted EBITDA of approximately
US$553 million.

Headquartered in Carol Stream, Illinois, Altivity Packaging --
http://www.altivity.com-- produces various products such as
folding cartons, bag and plastic packaging, and decorative
laminations.  Altivity Packaging also provides gift boxes for
department stores and other retail venues, as well contract
packaging services and inks and coatings.  The company, which
operates about 60 manufacturing plants across the US, serves the
food, medical, and electronic industries, among others.  In 2006
Altivity Packaging was established after TPG Capital's purchase of
Smurfit-Stone Container's consumer packaging unit.


GREENHUNTER BIOFUELS: Executes 2nd Amendment to Credit Agreement
----------------------------------------------------------------
Greenhunter Biofuels, Inc., executed a definitive Amendment to its
existing Credit Agreement with WestLB AG in the current principal
amounts of $28.6 million and $9.0 million, the Company's term loan
and working capital line of credit with the Lender, respectively.
The loan facilities are secured predominantly by the Company's
existing biodiesel refinery assets located in Houston, Texas.

Pursuant to the terms and conditions of the Amendment to the
Credit Agreement, the Lender has agreed to waive any claims of
Event(s) of Default until March 31, 2010.  GreenHunter BioFuels
has successfully reduced the Company's total indebtedness due to
the Lender by over $5.8 million during calendar year 2009.

Commenting on the second definitive Amendment to the Company's
existing Credit Agreement with WestLB, Mr. Gary C. Evans, Chairman
and CEO of GreenHunter Energy, stated, "By obtaining a second
amendment to our existing Credit Agreement with WestLB, we will
have more time to either seek a strategic partner, refinance our
current indebtedness with the Lender, complete a partial or total
sale of the associated assets, or obtain governmental assistance
that would allow this strategic facility to be re-commissioned.
All U.S. biodiesel producers are presently "sitting on pins and
needles" as we anxiously await formal extension of the existing
federal tax credit that expires in 14 days on December 31, 2009.
It is absolutely necessary that our politicians approve this
federal subsidy in order for our industry to have any longevity.
Biodiesel producers are the only renewable fuel in the U.S. that
did not receive government approval for multi-year subsidy
extensions earlier in 2009 similar to what was received for the
solar, wind, biomass, geothermal and ethanol industries."

Based in Grapevine, Texas, GreenHunter Biofuels, Inc., is a
refiner and producer of EN and ASTM quality biodiesel.  The
Company is a wholly owned subsidiary of GreenHunter Energy, Inc.
(NYSE AMEX: GRH).  The assets of GreenHunter Energy --
http://www.greenhunterenergy.com/-- consist of leases of real
property for future development of wind energy projects located in
Montana, California, Texas, and Wyoming and The Peoples Republic
of China, one of the nation's largest biodiesel refinery located
in Houston, Texas, a biomass-fired power plant located in Brawley,
California, and an option to lease acreage associated with a
terminaling facility in Port Sutton, Florida.


GREENWOOD RACING: S&P Raises Corporate Credit Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Bensalem, Pennsylvania-based casino operator
Greenwood Racing Inc. to 'BB-' from 'B+'.  The rating outlook is
stable.

In addition, S&P revised its recovery rating on Greenwood Racing's
$265 million senior secured term loan to '1', indicating its
expectation for very high (90% to 100%) recovery for lenders in
the event of a payment default, from '2'.  S&P raised its issue-
level rating on this debt to 'BB+' (two notches higher than the
'BB-' corporate credit rating on the company) from 'BB-', in
accordance with S&P's notching criteria for a '1' recovery rating.
The revision of the recovery rating reflects its expectation of a
higher level of cash flow in S&P's simulated default scenario than
that used in its previous analysis.

"The upgrade of the corporate credit rating reflects the fact that
construction risks are no longer prevalent," said Standard &
Poor's credit analyst Michael Listner, "as well as S&P's
expectation that the company will continue to report at least
modest growth in gaming revenue, fueled by the additional slot
capacity at the new facility." Another factor is the likelihood
that the new facility will at least modestly expand the customer
base.  Although S&P expects that the additional costs to operate
the new facility will lead to some level of margin deterioration,
the company's credit profile and cushion relative to financial
covenants are sufficient to withstand moderate deterioration of
EBITDA margins.


GULFSTREAM CRANE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gulfstream Crane, LLC
          dba General Crane
        1360 NW 33rd Ave
        Pompano Beach, FL 33064

Bankruptcy Case No.: 09-37091

Chapter 11 Petition Date: December 8, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

About the Business:

Debtors' Counsel: Michael D. Seese, Esq.
                  1 E Broward Blvd #1010
                  Fort Lauderdale, FL 33301
                  Tel: (954) 467-7900
                  Fax: (954) 467-1024
                  Email: mseese@hinshawlaw.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/flsb09-37091.pdf

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
American Transport Systems                        $27,055

ATS Specialized                                   $39,999
Attn: Romelle Anfinson

Beasley Forest Products                           $43,014
Inc.

Cargo Logistics Network                           $568,372
1825-C Crossbeam Drive
Charlotte, NC 28217

CCMSI                                             $33,146

Enterprise Fleet Services                         $32,871

Gulf Special Services, Inc.                       $28,155

Hunter Equipment, Inc.                            $48,786

Imperial Premium Finance,                         $265,536
Inc.
Box 9045
New York, NY 10087-9045

LCA                                               $108,716

Merchant Transport AP                             $98,507

Munsch, Hardt, Kopf, &                            $77,791
Harr, P.C.

Padgett, Inc.                                     $33,000

Patriot Underwriters, Inc.                        $92,120

Premium Assignment Corp.                          $159,200

Remote Dynamics, Inc.                             $26,406

Republic Crane Services LLC                       $25,344

Sea to Sea Logistics                              $31,385

Sun Coast Resources, Inc.                         $45,810

Weiss Serota Helfman                              $60,249
Pastoriza Cole & Boniske, PL

The petition was signed by Jason S. Retterath, managing member of
the Company.


GURSAHIBJOT SINGH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Gursahibjot Singh
                 fka Hardev Singh
               Sharnjeet Singh
               1004 Benjamin Court
               Muscle Shoals, AL 35661

Bankruptcy Case No.: 09-85052

Chapter 11 Petition Date: December 14, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Decatur)

Debtors' Counsel: Angela Stewart Ary, Esq.
                  Heard Ary, LLC
                  307 Clinton Avenue West, Suite 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  Email: aary@heardlaw.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 $1,653,263,
and total debts of $2,257,369.

A list of the Company's 20 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/alnb09-85052.pdf

The petition was signed by the Joint Debtors.


HABERSHAM BANCORP: Common Stock to Be Delisted From Nasdaq
----------------------------------------------------------
Habersham Bancorp disclosed that on December 15, 2009, the Company
received a written notice from the Listing Qualifications Staff of
The Nasdaq Stock Market notifying the Company that it has not
regained compliance with Listing Rule 5450(b)(1)(C), which
requires that a company listed on the Nasdaq Global Market
maintain a minimum market value of publicly held shares of
$5,000,000.  The Company had previously been notified of its
failure to meet this condition by written notice from the Staff
dated September 15, 2009.  That notice provided 90 calendar days,
or until December 14, 2009, to regain compliance with the Rule.

Because the Company did not regain compliance by the December 14,
2009 deadline, the Notice states that the Company's common stock
will be delisted from the Nasdaq Global Market.  The Company has
the right to appeal this determination, but has elected not to
request a hearing.  As a result, trading of the Company's common
stock on the Nasdaq Global Market will be suspended at the opening
of business on December 24, 2009.  Nasdaq will then file a Form
25NSE with the SEC, which will remove the Company's common stock
from listing on the Nasdaq Stock Market 10 days after filing and
from registration under Section 12(b) of the Securities Exchange
Act, as amended, 90 days after filing, absent SEC action to the
contrary.  The Company will still be required to file annual,
quarterly and other reports with the SEC, however, and is working
with a market maker to list its common stock on the Over the
Counter Bulletin Board or the Pink Sheets following the suspension
of trading on the Nasdaq Stock Market.

Habersham Bancorp -- http://habcorp.com/-- is a bank holding
company that owns all the capital stock of Habersham Bank
(Habersham Bank).  Habersham Bank has one subsidiary, Advantage
Insurers, Inc., a property, casualty and life insurance agency.
Habersham Bank is a financial institution that operates a full-
service commercial banking business based in Habersham, White,
Cherokee, Warren, Gwinnett, Stephens, Forsyth and Hall Counties,
Georgia, providing such customary banking services as checking and
savings accounts, various types of time deposits, safe deposit
facilities and individual retirement accounts.  It also makes
secured and unsecured loans and provides other financial services
to its customers.


HARTFORD FINANCIAL: Moody's Affirms 'Ba1' Preferred Stock Ratings
-----------------------------------------------------------------
Moody's Investors Service has affirmed the credit ratings of The
Hartford Financial Services Group, Inc. (senior debt rated Baa3)
and its key operating subsidiaries, and changed the outlook of the
company and its subsidiaries to stable from developing.  The
change in outlook is based on the stabilization of The Hartford's
financial profile as a result of improved capitalization and
parent company financial flexibility.

Moody's Senior Credit Officer Paul Bauer commented: "Even though
The Hartford continues to have considerable challenges with its
life operations, Moody's believe that the group's overall credit
profile has largely stabilized.  Substantial holding company
liquidity and continued strong property and casualty performance
largely mitigates the risk of further negative developments with
annuity guarantees or investment losses."

The Hartford's liquidity and capital position has been boosted
over the last six months by a combination of $3.4 billion in
funding through participation in the US Treasury's Capital
Purchase Program, and an additional $900 million in common equity.
Also, the recovery in investment markets and reversal of elevated
levels of unrealized losses have reduced near term strain on the
group's life insurance subsidiaries.

However, Mr. Bauer cautioned: "Moody's remains concerned in three
key areas over the near term.  First, the risk of further
investment charges -- particularly given the group's exposure to
commercial real estate, structured securities, and preferred stock
of financial institutions.  Second, the ongoing exposure to
guarantees embedded in the company's inforce variable annuity
policies.  And third, possible disruptions or charges from
operational changes given potential shifts in the company's
strategic direction with a new CEO and an expected new CFO.
Nevertheless, Moody's believe that The Hartford's current capital
position is robust enough to withstand a certain degree of
volatility and uncertainty associated with these concerns."

According to Moody's, The Hartford's ratings are based on
diversified revenue and earnings streams at its life and P&C
operations, its broad array of products, multiple distribution
channels, moderate financial leverage, and strong parent company
liquidity.  The Hartford continues to benefit from strong brand
name recognition, however participation in the TARP program
carries with it an element of political and headline risk.  The
group's P&C segment continues to perform well in spite of facing
the headwind of a weak pricing environment.  The Hartford's life
operation remains comparatively weaker given the impact of recent
global capital market volatility on both the product side (through
annuity guarantees) and the asset side (through investment
losses).

Over the medium term, Moody's remains concerned with the life
companies' sensitivity to equity markets and credit losses, and
the potential impact on capital volatility.  Helping offset some
of this concern is the expectation of continued strong
underwriting earnings from the group's property and casualty
operations.

At The Hartford's current rating level, Moody's expects any
remaining investment impairments over the next year to be less
than $2.5 billion, and debt-to-capital to remain under 40%.  The
group's property and casualty group is expected to remain well
capitalized with gross underwriting leverage returning to under
5x.  The life companies are expected to maintain risk-based
capital levels above 275%.

These ratings were affirmed and their outlook changed to stable
from developing:

* Hartford Financial Services Group, Inc. -- senior long-term
  unsecured debt at Baa3; junior subordinated notes at Ba1;
  provisional senior unsecured debt shelf at (P)Baa3; provisional
  subordinated debt shelf at (P)Ba1; provisional preferred shelf
  at (P)Ba2; short-term rating for commercial paper at Prime-3;

* Hartford Capital III -- preferred stock at Ba1;

* Hartford Capital IV -- provisional preferred shelf at (P)Ba1;

* Hartford Capital V -- provisional preferred shelf at (P)Ba1;

* Hartford Capital VI -- provisional preferred shelf at (P)Ba1;

* Hartford Life, Inc. -- senior long-term unsecured debt at Baa3;

* Glen Meadow Pass-Through Trust -- senior secured debt at Ba1;

* Hartford Life & Accident Insurance Company -- insurance
  financial strength at A3;

* Hartford Life Insurance Company -- insurance financial strength
  at A3; short-term insurance financial strength at Prime-2;
  senior unsecured medium term note program at Baa1;

* Hartford Life & Annuity Insurance Company -- insurance financial
  strength at A3;

* Hartford Life Global Funding Trusts-senior secured funding
  agreement-backed notes at A3;

* Hartford Life Institutional Funding -- senior secured funding
  agreement-backed notes at A3;

* Hartford Fire Insurance Company -- insurance financial strength
  at A2;

* Hartford Accident & Indemnity Co.  -- insurance financial
  strength at A2;

* Hartford Casualty Insurance Co.  -- insurance financial strength
  at A2;

* Trumbull Insurance Company -- insurance financial strength at
  A2;

* Hartford Insurance Company of Illinois -- insurance financial
  strength at A2;

* Hartford Insurance Company of Midwest -- insurance financial
  strength at A2;

* Hartford Insurance Company of Southeast -- insurance financial
  strength at A2;

* Hartford Lloyd's Insurance Company -- insurance financial
  strength at A2;

* Hartford Underwriters Insurance Company -- insurance financial
  strength at A2;

* Nutmeg Insurance Company -- insurance financial strength at A2;

* Pacific Insurance Company, Limited -- insurance financial
  strength at A2;

* Property & Casualty Insurance Company of Hartford -- insurance
  financial strength at A2;

* Sentinel Insurance Company -- insurance financial strength at
  A2;

* Twin City Fire Insurance Company -- insurance financial strength
  at A2.

The Hartford is an insurance and financial services organization
that offers a wide variety of property and casualty as well as
life and annuity insurance products through its insurance
operating subsidiaries.  For the first nine months of 2009, The
Hartford reported revenues of $18.3 billion and a net loss of
$1.5 billion.  Shareholders' equity at September 30, 2009, was
$17.5 billion.

The last rating action occurred on May 18, 2009, when Moody's
affirmed the company's ratings, and changed the ratings outlook to
developing, from negative.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


HAYES LEMMERZ: Consummates Plan Confirmed in November
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Hayes Lemmerz
International Inc. implemented its reorganization plan on Dec. 16
when the bankruptcy judge approved $150 million in exit financing
provided by an affiliate of Deutsche Bank AG.

In November, Hayes Lemmerz received from the Bankruptcy Court
confirmation of a proposed plan of reorganization for the Company
and substantially all of its U.S. subsidiaries that will
significantly improve the Company's balance sheet and reduce its
leverage.  The Company's total consolidated prepetition funded
indebtedness of approximately US$720 million is expected to be
reduced to approximately US$240 million upon emergence from
Chapter 11.

                        About Hayes Lemmerz

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.


HOLDER HOSPITALITY: Nevada Approves New Owners for Six Casinos
--------------------------------------------------------------
The Associated Press reports that the Nevada Gaming Commission
approved an unrestricted casino license for 777 Gaming C. of Las
Vegas and Nevada Asset Holdings LLC of Colorado Springs, Colorado,
to acquire the casinos from Holder Hospitality Group.

The properties include Silver Club in Sparks; Commercial Casino
and Stockmen's Casino Hotel in Elko; Scoreboard Casino in Spring
Creek; the El Capitan in Hawthorne; and Parker's Model T Casino in
Winnemucca, AP relates.

The Holder Hospitality Group, LLC, owns and operates hotels and
casinos that offer hospitality, lodging, entertainment, and
recreations services.  The Company's properties include Silver
Club Hotel and Casino, Charlie Holder's Casino Restaurant and Bar,
El Capitan Resort Casino, Sharkey's Casino, Truck Inn, Sundance
Casino, and Model T Hotel Casino & RV Park.  The Holder
Hospitality was incorporated in 1992 and is based in Sparks,
Nevada.


HOME BUILDERS: Files for Chapter 11 Bankruptcy
----------------------------------------------
Home Builders Association of Greater Chicago filed for Chapter 11
bankruptcy, saying the housing industry has experience a lot of
challenges, according to JournalOnline.  Home Builder Association
of Greater Chicago is a non-profit organization that provides
educational opportunities for its member and advocacy for
businesses.


HSP INVESTMENT INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: HSP Investment, Inc.
        2250 Jose Way
        Fullerton, CA 92835

Case No.: 09-24158

Chapter 11 Petition Date: December 18, 2009

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

Judge: Robert N. Kwan

Debtor's Counsel: Fred W. Lee, Esq.
                  Law Offices of Frederick W Lee
                  5821 Beach Blvd
                  Buena Park, CA 90621
                  Tel: (714) 739-1234
                  Fax: (714) 739-5870
                  Email: fredlee@sbcglobal.net

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

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

According to the schedules, the Company has assets of $13,000,000,
and total debts of $13,000,000.

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

The petition was signed by Soon Pil Hong, the company's CEO.


HUNTSMAN ICI: Bank Debt Trades at 6.36% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 93.64 cents-on-the-
dollar during the week ended Friday, Dec. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.17 percentage
points from the previous week, The Journal relates.  The Company
pays 175 basis points above LIBOR to borrow under the facility.
The bank loan matures on April 23, 2014, and carries Moody's Ba2
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among 170 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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


IDEARC INC: Bank Debt Trades at 49% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Idearc, Inc., is a
borrower traded in the secondary market at 51.21 cents-on-the-
dollar during the week ended Friday, Dec. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.41 percentage
points from the previous week, The Journal relates.  The loan
matures on Nov. 17, 2014.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  Moody's has withdrawn its
rating while Standard & Poor's has assigned a default rating on
the bank debt.  The debt is one of the biggest gainers and losers
among 170 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

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

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


IMH SECURED: Posts $89.4 Million Net Loss in Q3 2009
----------------------------------------------------
IMH Secured Loan Fund, LLC, reported a net loss of $89.4 million
on total interest and fee income of $3.2 million for the three
months ended September 30, 2009, compared with a net loss of
$25.7 million on total interest and fee income of $17.5 million
for the same period of 2008.

This increase in net loss is attributed to the decrease in the
Fund's income-earning loan portfolio balances contributing to
lower interest income and default fees, lower cash balances
contributing to lower investment income, and an increase in
default related, operating, professional fees and other expenses
incurred.  These were offset by the valuation provision charges
recorded in 2009 and 2008.

                       Nine Months Results

The Fund reported a net loss of $75.2 million on total interest
and fee income of $20.8 million for the nine months ended
September 30, 2009, compared with net income of $7.2 million on
total interest and fee income of $51.2 million for the same period
last year.

                          Balance Sheet

At September 30, 2009, the Fund's consolidated balance sheets
showed total assets of $334.6 million, total liabilities of
$13.4 million, and total members' equity of $321.2 million.

A full-text copy of the Fund's quarterly report is available at no
charge at http://researcharchives.com/t/s?4bfe

                       Going Concern Doubt

As of September 30, 2009, IMH Secured Loan Fund, LLC's accumulated
deficit aggregated $409.2 million as a direct result of a
valuation provision relating to the Fund's loan portfolio and real
estate owned assets during 2009 and 2008.  During the nine months
ended September 30, 2009, the Fund's total cash decreased by
roughly $21.3 million.  At September 30, 2009, the Fund had cash
and cash equivalents of $2.5 million and undisbursed loans-in-
process and interest reserves funding estimates totaling
$6.7 million (including $2.7 million reflected in loans held for
sale).  The Fund's business model relies on capital availability
for its borrowers to re-finance the short-term bridge loans the
Fund provides to assist a developer's real estate entitlement and
development efforts.  However, the erosion of the U.S. and global
credit markets during 2008 and parts of 2009, including a
significant and rapid deterioration of the mortgage lending and
related real estate markets, has virtually eliminated traditional
sources of conventional take-out financing.  As a result, the Fund
has experienced increased default and foreclosure rates on the
mortgage loans it holds in its portfolio.  In addition, the
Manager has found it necessary to modify certain loans, which have
resulted in extended maturities of two years or longer, and
believes it may need to modify additional loans in an effort to,
among other things, protect the Fund's collateral.

In addition, as allowed by the IMH Secured Loan Fund, LLC Limited
Liability Operating Agreement, dated May 15, 2003, as amended and
restated, which governs all aspects of Fund operations, the
Manager, on behalf of the Fund, effective October 1, 2008, ceased
accepting additional Member investments in the Fund, honoring new
redemptions requests, or identifying and funding new loans
subsequent to September 30, 2008 (although the Fund may finance
new loans in connection with the sale of collateral under existing
loans or the sale of real estate owned).  Additionally, during the
second quarter of 2009, the Fund suspended distributions to
Members.  These elections were made in an effort to preserve the
Fund's capital and to seek to stabilize the Fund's operations and
liquid assets in order to enhance its ability to meet future
obligations, including those pursuant to current loan commitments.
The freeze was precipitated by increased default and foreclosure
rates on the Fund's portfolio loans and a reduction in new Member
investment, compounded by a significant number of redemption
requests submitted during the latter part of the third quarter of
2008, the payment of which the Fund believes would have rendered
the Fund without sufficient capital necessary to fund its
outstanding lending commitments.

"These factors raise substantial doubt about our ability to
continue as a going concern for an extended period."

                   About IMH Secured Loan Fund

Based in Scottsdale, Ariz., IMH Secured Loan Fund, LLC was
organized in May 2003 to invest in and manage mortgage
investments, consisting primarily of short-term commercial
mortgage loans collateralized by first mortgages on real property,
and to perform all functions reasonably related thereto, including
developing, managing and either holding for investment or
disposing of real property acquired through foreclosure or other
means.  Investors Mortgage Holdings, Inc., the Fund's Manager, was
incorporated in June 1997, and is licensed as a mortgage broker by
the State of Arizona.  The Manager has a wholly-owned subsidiary,
Investors Mortgage Holdings California, Inc., which is licensed as
a real estate broker by the California Department of Real Estate.


IMPERIAL CAPITAL: Closed; City National Assumes All Deposits
------------------------------------------------------------
Imperial Capital Bank, La Jolla, California, was closed on
December 18 by the California Department of Financial
Institutions, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with City
National Bank, Los Angeles, California, to assume all of the
deposits of Imperial Capital Bank.

The nine branches of Imperial Capital Bank will reopen during
normal business hours Monday as branches of City National Bank.
Depositors of Imperial Capital Bank will automatically become
depositors of City National Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage.  Customers should continue to use their existing branch
until they receive notice from City National Bank that it has
completed systems changes to allow other City National Bank
branches to process their accounts as well.

As of September 30, 2009, Imperial Capital Bank had approximately
$4.0 billion in total assets and $2.8 billion in total deposits.
City National Bank paid the FDIC a 0.24% premium for the right to
assume all of the deposits of Imperial Capital Bank.  In addition
to assuming all of the deposits of the failed bank, City National
Bank agreed to purchase $3.3 billion of the failed bank's assets.
The FDIC will retain the remaining assets for later disposition.

The FDIC and City National Bank entered into a loss-share
transaction on $2.5 billion of Imperial Capital Bank's assets.
City National Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-613-0523.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/imperialcapital.html

Due to the Christmas Holiday, the toll-free number will not be
operational between the hours of 3 p.m., Thursday, December 24,
and 8:00 a.m., Monday, December 28.  At that time the toll-free
number will resume its normal hours.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $619.2 million.  City National Bank's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to all alternatives.  Imperial Capital Bank is the
139th FDIC-insured institution to fail in the nation this year,
and the sixteenth in California.  The last FDIC-insured
institution closed in the state was Pacific Coast National Bank,
San Clemente, on November 13, 2009.

                  California State's Announcement

The California Department of Financial Institutions said
regulators have closed Imperial Capital Bank citing inadequate
capital and other material weaknesses.

The DFI has been closely monitoring the bank and had ordered it to
increase its capital reserves to a safe and sound level, but
efforts by the bank to do so were unsuccessful.

The closure was conducted with the cooperation of the
Commissioners of Maryland and Nevada.

Immediately following the closure, the DFI named the FDIC as
receiver of Imperial Capital Bank.

The DFI oversees the secure operation of California's state-
chartered financial institutions. DFI ensures public confidence in
financial institutions by protecting the interests of depositors,
borrowers, shareholders and consumers through enforcement of state
and federal laws. In addition to posting information about its
licensees, the DFI Web site features consumer tips on a variety of
financial topics and consumer brochures in seven languages.

DFI reports to Business, Transportation & Housing Agency Secretary
Dale E. Bonner and Governor Arnold Schwarzenegger.


INCENTRA SOLUTIONS; DataLink Closes $8.8 Million Acquisition Deal
-----------------------------------------------------------------
Boulder County Business Report reports that DataLink completed its
acquisition of Incentra LLC for $8.8 million.  Incentra's managed
information technology services business is not part of the sale
and will continue to operate through its offices in Boulder,
Broomfield and nationwide, source notes.

Headquartered in Boulder, Colorado, Incentra Solutions Inc. --
http://www.incentra.com/-- provides information technology
services.  The Company and seven of its affiliates filed for
Chapter 11 protection on February 4, 2009 (Bankr. D. Del. Lead
Case No. 09-10370).  Bruce Grohsgal, Esq., at Pachulski, Stang,
Ziehl Young & Jones, represents the Debtors in their restructuring
efforts.  Epiq Bankruptcy Solutions LLC serves as the Debtors'
claims agent.  Roberta A. DeAngelis, United States Trustee for
Region 3, appointed five creditors to serve on an Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed $92,494,615 in total
assets and $80,301,104 in total debt.

Incentra Solutions re-emerged as privately held Incentra LLC.


INDEPENDENT BANKERS' BANK: Bridge Bank to Take Over Operations
--------------------------------------------------------------
The Federal Deposit Insurance Corporation created a bridge
bank to take over the operations of Independent Bankers' Bank,
Springfield, Illinois, after the bank was closed December 18 by
the Illinois Department of Financial and Professional Regulation-
Division of Banking, which appointed the FDIC as receiver.  The
newly created bank is Independent Bankers' Bank Bridge Bank,
National Association.

Independent Bankers' Bank did not take deposits directly from the
general public nor did it make loans to consumers.  It was a
commercial bank that provided correspondent banking services to
its client banks.

Independent Bankers' Bank had approximately 450 client banks in
four states, and operated one regional office.  It provided a
variety of services for its clients, including clearing accounts,
investments, consulting, purchasing loans, and selling loan
participations.  Since the FDIC created a new bank to take over
the operations of Independent Bankers' Bank, there is not expected
to be any meaningful impact on the bank's clients.

The creation of the bridge bank allows the client banks to
maintain their correspondent banking relationship with the least
amount of disruption.  The FDIC will operate Independent Bankers'
Bank Bridge Bank, to allow preexisting marketing efforts for the
bank to continue.

As of September 30, 2009, Independent Bankers' Bank had
approximately $585.5 million in assets and $511.5 million in
deposits.  At the time of closing, the bank had an estimated
$269,000 in uninsured funds.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-451-1093.  Customers who would like more
information about the transaction can also visit the FDIC's Web
site at: http://www.fdic.gov/bank/individual/failed/ibb.html

The FDIC has contracted for operational management of Independent
Bankers' Bank Bridge Bank.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $68.4 million.  Independent Bankers' Bank is the 138th
bank to fail in the nation this year and the twenty-first in
Illinois.  The last FDIC-insured institution to fail in the state
was Benchmark Bank, Aurora, on December 4, 2009.


INSIGHT MIDWEST: Bank Debt Trades at 5.37% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Insight Midwest
Holdings, LLC, is a borrower traded in the secondary market at
94.63 cents-on-the-dollar during the week ended Friday, Dec. 18,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.93 percentage points from the previous week, The Journal
relates.  Insight Midwest Holdings, LLC, pays interest at 200
points above LIBOR.  The bank loan matures on April 3, 2014.  The
bank loan carries Moody's B1 rating and Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
170 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Insight Midwest Holdings is a unit of Insight Communications
Company, Inc., a domestic cable television multiple system
operator serving approximately 674,000 basic video subscribers,
mainly in Kentucky and in parts of Indiana and Ohio.  Insight
Communications maintains its headquarters in New York.


INTERMETRO COMMS: September 30 Balance Sheet Upside-Down by $20MM
-----------------------------------------------------------------
InterMetro Communications, Inc.'s consolidated balance sheets at
September 30, 2009, showed total assets of $4,383,000 and total
liabilities of $24,630,000, resulting in a $20,247,000
shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $3,324,000 in total current
assets available to pay $24,630,000 in total current liabilities.

The Company reported a net loss of $1,376,000 on net revenues of
$5,162,000 for the three months ended September 30, 2009, compared
with a net loss of $1,820,000 on net revenues of $6,402,000 for
the same period of 2008.

The Company reported a net loss of $4,637,000 for the nine months
ended September 30, 2009, compared with a net loss of $5,578,000
on net revenues of $18,930,000 for the same period of 2008.

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

                       Going Concern Doubt

The Company incurred net losses of $4,637,000 and $5,578,000 for
the nine months ended September 30, 2009, and 2008, respectively.
In addition, the Company had total stockholders' deficit of
$20,247,000 and a working capital deficit of $21,306,000 as of
September 30, 2009.  The Company anticipates it will not have
sufficient cash flows to fund its operations through early 2010
without the completion of additional financing.  There are many
claims and obligations that could ultimately cause the Company to
cease operations.  The report from the Company's independent
registered public accounting firm states that there is substantial
doubt about the Company's ability to continue as a going concern.

                 About InterMetro Communications

Based in Simi Valley, Calif., InterMetro Communications, Inc.
(OTCBB: IMTO) -- http://www.intermetro.net/-- is a Nevada
corporation which, through its wholly owned subsidiary, InterMetro
Communications, Inc. (Delaware), is engaged in the business of
providing voice over Internet Protocol communications services.
The Company owns and operates VoIP switching equipment and network
facilities that are utilized to provide traditional phone
companies, wireless phone companies, calling card companies and
marketers of calling cards with wholesale voice and data services,
and voice-enabled application services.  The Company's customers
pay the Company for minutes of utilization or bandwidth
utilization on its national voice and data network and the
Company's calling card marketing customers pay per calling card
sold.


IVIVI TECHNOLOGIES: Posts $3.0 Million Net Loss in FY2010 Q2
------------------------------------------------------------
Ivivi Technologies Inc. reported a net loss of $3.0 million for
the three months ended September 30, 2009, compared with a net
loss of $2.2 million for the same period ended September 30, 2008.

The Company reported a net loss of $4.9 million for the six months
ended September 30, 2009, compared with a net loss of $4.4 million
for the same period ended September 30, 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $1.9 million in total assets and $3.4 million in total
liabilities, resuting in a $1.5 million shareholders' deficit.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?4bf1

                       Going Concern Doubt

The Company reported net losses for the three months ended
September 30, 2009, and 2008, and for the six months ended
September 30, 2009, and 2008 ,(all of which resulted from
discontinued operations) and a working capital deficiency of
$2.8 million at September 30, 2009, prior to the Company's
decision to potentially cease operations, and consider all assets
as current.  The Company had a net loss of $7.3 million and
$7.5 million, respectively, all of which arose from discontinued
operations for the fiscal years ended March 31, 2009, and
2008.  At September 30, 2009, the Company had cash balances of
approximately $209,000 (included in "Assets of Discontinued
Operations" not held for sale) which is not sufficient to meet the
Company's current cash requirements for the next twelve months.

These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.

                     About Ivivi Technologies

Based in Montvale, NJ, Ivivi Technologies, Inc. (OTC BB: IVVI) is
-- http://www.ivivitechnologies.com/-- is an early-stage medical
technology company focusing on designing, developing and
commercializing proprietary electrotherapeutic technologies.
Electrotherapeutic technologies employ pulsed electromagnetic
signals for various medical therapeutic applications.  The Company
has entered into an asset purchase agreement on September 24,
2009 with Ivivi Technologies, LLC, an entity affiliated with
Steven M. Gluckstern, the Company's chairman, president, and chief
executive officer and chief financial officer and Ajax Capital,
LLC, an entity controlled by Steven M. Gluckstern.  Upon the
closing of such agreement, the Company may liquidate, and
discontinue all operations.


JESTER T&C LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Jester T&C, LLC
        c/o R. B. Murray Co. Mgmnt. Receiver
        2225 S. Blackman Road
        Springfield, MO 65809

Bankruptcy Case No.: 09-62870

Chapter 11 Petition Date: December 18, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Raymond I. Plaster, Esq.
                  2032 E. Kearney, Ste. 201
                  Springfield, MO 65803
                  Tel: (417) 831-6900
                  Fax: (417) 831-6901
                  Email: riplaster@rip-pc.com

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

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

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

The petition was signed by Robert B. Murray Jr., court appointed
receiver of the Company.


JOSE JORGE: Sec. 341 Creditors Meeting Set for Jan. 15
------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Jose
Jorge's creditors on January 15, 2010, at 1:30 p.m. at Robert E.
Coyle United States Courthouse, 2500 Tulare Street, Room 1452, 1st
Floor Fresno, CA 93721.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Gustine, California-based Jose Jorge -- dba Jose M. Jorge Dairy,
dba Jorge Family Dairy -- filed for Chapter 11 bankruptcy
protection on December 10, 2009 (Bankr. E.D. Calif. Case No. 09-
62001).  Hilton A. Ryder, Esq., who has an office in Fresno,
California, 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.


JOSE JORGE: Can Access Northwest Farm's Cash Collateral
-------------------------------------------------------
Jose Jorge and Fatima Jorge sought and obtained authority from the
Hon. W. Richard Lee of the U.S. Bankruptcy Court for the Eastern
District of California to use the cash collateral of Northwest
Farm Credit Services from December 10, 2009, to January 15, 2010.

Northwest Farm holds a perfected security interest on the Debtors'
personal property and the second deed of trust on the real
property.  Northwest Farm demanded and received the milk check of
Debtors in Idaho in November.  They have demanded on the
California and Idaho creameries that future payments go entirely
to Northwest Farm leaving no funds available for Debtors to
maintain the dairies and feed the animals.

The Debtors receive milk checks in California and Idaho on the
15th and 30th of each month, and anticipate receiving
approximately $390,000 on December 15, 2009.  These funds
constitute cash collateral of Northwest Farm.

Hilton A. Ryder, Esq., at McCormick, Barstow, Sheppard Wayte &
Carruth LLP, the attorney for the Debtors, explains that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The Debtors seek to use milk
proceeds to be received on December 15 and December 31, 2009, and
January 15, 2010.  The Debtors will use the collateral pursuant to
a weekly budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lender a replacement lien on like collateral
to the extent and in the same priority as existed on the cash
collateral.

The monthly creamery check will continue to be payable to
Northwest Farm, which will wire transfer to a debtor-in-possession
account from the milk proceeds these amounts:

                           California              Idaho
Milk Proceeds Check       $166,821 plus         $130,166
December 15, 2009         10% variance          plus 10% variance
                          $16,682               $12,455

The Debtors will have no obligation to wire transfer any funds in
excess of each Milk Proceeds Check received by it.  Any funds not
expended will remain in the account subject to further court
order.  The remaining milk proceeds from the December 15 and
December 31, 5009 checks not transferred to the account will
constitute adequate protection payments to Northwest Farm.

A continued interim hearing on the Debtor's request to access cash
collateral will be held on January 14, 2010, at 9:00 a.m.

Gustine, California-based Jose Jorge -- dba Jose M. Jorge Dairy,
dba Jorge Family Dairy -- operate two dairies as sole proprietor,
one in California and one in Idaho.  Jose Jorge filed for Chapter
11 bankruptcy protection on December 10, 2009 (Bankr. E.D. Calif.
Case No. 09-62001).  Hilton A. Ryder, Esq., who has an office in
Fresno, California, 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.


JOSEPH CHEVROLET: Gets New Lease, McDonald Takes Over
-----------------------------------------------------
According to WNEM.com, Joseph Chevrolet, owned by Joe Hood has a
new lease, and is now known as McDonald Chevrolet.  The McDonald
family has rehired the Company's employees and expects to hire 35
more.  Joseph Chevrolet filed for Chapter 11 bankruptcy last week.


JUNIPER STREET LLC: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Juniper Street, LLC
        22950 Quicksilver Drive
        Dulles, VA 20166

Bankruptcy Case No.: 09-20321

Chapter 11 Petition Date: December 18, 2009

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

Judge: Robert G. Mayer

Debtor's Counsel: Bennett A. Brown, Esq.
                  The Law Office of Bennett A. Brown
                  3905 Railroad Avenue, Suite 200N
                  Fairfax, VA 22030
                  Tel: (703) 591-3500
                  Fax: (703) 591-2185
                  Email: bennett@pcgalaxy.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
2 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-20321.pdf

The petition was signed by Nevzat Kansu, managing member of the
Company.


KAISER GROUP: Legal Malpractice Suit Sent to Del. for Resolution
----------------------------------------------------------------
WestLaw reports that neither equitable remand nor permissive
abstention was warranted in a removed adversary proceeding brought
by the reorganized debtor, the former Chapter 11 debtor, and
others against the law firm that had served as the debtor's legal
counsel in its bankruptcy proceedings.  Although the plaintiffs'
claims arose under state law, federal issues predominated.  The
matter was unlikely to have a significant effect on the
administration of the estate, as the reorganization plan had long-
since been confirmed and nearly all disputes had been resolved.
The plaintiffs' claims for professional negligence and breach of
fiduciary duty were based upon conduct which occurred in
anticipation of, during, and as a result of the bankruptcy.  Any
issues of state law were not difficult to interpret, whereas the
federal issues required extensive analysis of the bankruptcy case.
Finally, although the jury trial requested by the plaintiffs would
be more procedurally straightforward in the Superior Court of the
District of Columbia, they would not be denied access to a jury
trial in federal court.  In re Kaiser Group Intern., Inc., ---
B.R. ----, 2009 WL 3754156 (Bankr. D.C.).

Kaiser is suing (Bankr. D.C. Adv. Pro. No. 08-10020) Squire
Sanders & Dempsey LLP.  The lawsuit was filed in the Superior
Court of the District of Columbia on July 3, 2008.  The law firm
removed the litigation to the U.S. District Court, which
automatically referred it to the Bankruptcy Court on July 31,
2008.  The Honorable S. Martin Teel, Jr., denied Kaiser's request
for remand or abstention, and granted the law firm's request to
transfer the adversary proceeding to the U.S. Bankruptcy Court for
the District of Delaware.

Kaiser says that Squire Sanders was negligent in drafting its
chapter 11 plan "in a manner that was not in compliance with
Bankruptcy Code" by failing to separately classify a claim
[without discussing that the Bankruptcy Court found in 2000 that
the plan the law firm drafted complied in all respects with 11
U.S.C. Sec. 1129(a)(1), (2) and (3)].

On June 9, 2000, Kaiser Group International, Inc., and 38 of
its domestic subsidiaries voluntarily filed for protection under
Chapter 11 (Bankr. D. Del. Case Nos. 00-2263 through 00-2301).
Kaiser Group International, Inc. emerged from chapter 11 under
a Second Amended Plan of Reorganization declared effective on
December 18, 2000.


KAREN FRANCIS: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Karen Pollard Francis
          aka Karen D. Francis
          aka Karen D. Pollard
        247 Courthouse Landing Terrace
        King and Queen CH, VA 23085-2106

Bankruptcy Case No.: 09-38248

Chapter 11 Petition Date: December 18, 2009

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

Judge: Kevin R. Huennekens

Debtor's Counsel: Robert Easterling, Esq.
                  2217 Princess Anne St., Ste. 100-2
                  Frederickburg, VA 22401
                  Tel: (540)373-5030
                  Email: eastlaw@easterlinglaw.com

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

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

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

              http://bankrupt.com/misc/vaeb09-38248.pdf

The petition was signed by Ms. Francis.


KENDLE INTERNATIONAL: S&P Gives Stable Outlook; Keeps 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Cincinnati-based contract research organization Kendle
International Inc. to stable from positive.  At the same time, S&P
affirmed its existing ratings on the company, including the 'B+'
corporate credit rating.

"The ratings on Kendle reflect the company's aggressive growth
strategy, recent business struggles with elevated contract
cancellation rates, weak book-to-bill ratios," said Standard &
Poor's credit analyst Arthur Wong, "and what Standard & Poor's
believes will be continued near-term challenges in the highly
competitive CRO industry."  Kendle's established solid position in
a fairly fragmented market, its global presence, and the company's
ability to generate solid free cash flows only partially offset
those factors.


KL INVESTMENTS LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: KL Investments, LLC
        1355 Silver Lake Crossign Blvd.
        Traverse City, MI 49684

Bankruptcy Case No.: 09-14548

Chapter 11 Petition Date: December 14, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Debtor's Counsel: Robert A. Stariha, Esq.
                  Stariha Law Offices, P.C.
                  48 W. Main Street, Suite 6
                  Fremont, MI 49412
                  Tel: (231) 924-3761
                  Email: slobr@sbcglobal.net

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

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

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

The petition was signed by Kerry E. Smith, member of the Company.


LAS VEGAS SANDS: Bank Debt Trades at 13.18% Off
-----------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 86.82 cents-on-the-
dollar during the week ended Friday, Dec. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.21 percentage
points from the previous week, The Journal relates.  The loan
matures on May 1, 2014.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among 170 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macau, China.


As reported by the TCR on Aug. 4, 2009, Moody's placed Las Vegas
Sands Corp.'s ratings, including its 'B3' Corporate Family Rating,
on review for possible downgrade.  Moody's cited weak operating
results and heightened concern regarding the Company's ability to
maintain compliance with financial covenants, among other things.

The Company also carries 'B-' issuer credit ratings from Standard
& Poor's.


LAZY C ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lazy C Enterprises, LLC
        2821 Little Valley Road
        St. George, UT 84790

Bankruptcy Case No.: 09-33971

Chapter 11 Petition Date: December 16, 2009

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

Debtor's Counsel: Andrew D. Smith, Esq.
                  Ellsworth, Moody & Bennion, Chtd.
                  7881 W. Charleston Blvd., Suite 210
                  Las Vegas, NV 89117
                  Tel: (702) 658-6100
                  Fax: (702) 658-2502
                  Email: andrew@silverstatelaw.com

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

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

A list of the Company's 4 largest unsecured creditors is available
for free at:

              http://bankrupt.com/misc/utb09-33971.pdf

The petition was signed by Eddie DeVon Childs, managing member of
the Company.


LEHMAN BROTHERS: Aflac End Spat Over $166M in CDS
-------------------------------------------------
Law360 reports that a bankruptcy judge has signed off on a deal
ending Lehman Brothers Special Financing Inc.'s adversary action
against American Family Life Assurance Co., which accused the
insurer of illegally seeking to deprive LBSF of priority status
under credit default swap agreements worth $165.7 million.

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: Judge Allows $100 Million Infusion Into Bank Unit
------------------------------------------------------------------
Lehman Brothers Holdings Inc. obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to invest
$100 million more in a unit of Aurora Bank FSB, Lehman's thrift
unit formerly known as Lehman Brothers Bank FSB.

Lehman wants to provide the additional money "to continue to
preserve the opportunity to realize the value of its equity
interest in the Bank for creditors, which was most recently
reported at $445 million."

Lehman explained that although the Bank's condition has for the
most part remained stable as a result of various actions taken by
the Bank and LBHI's prior actions in support of the Bank, due to a
miscalculation in the valuation of a portfolio of mortgage
servicing rights previously contributed to the Bank by LBHI and
the continued effect of fair value accounting on the Bank's
capital, the Bank at September 30, 2009 fell somewhat below the
"well-capitalized" level, and is expected to be below this level
on December 31, 2009.

Lehman says the bank must be "well capitalized" before a regulator
will approve a business plan and in the process allow
Aurora to begin receiving brokered deposits.

The proposal is due for hearing on December 16.

In June, Lehman invested $50 million in Aurora to stop a possible
seizure by Office of Thrift Supervision.  Lehman said at the time
that if OTS seized Aurora it could reduce returns to Lehman's
creditors by as much as $3.6 billion.

Aurora filed a claim for $2.2 billion related to Lehman's
agreement to buy loans from the bank.  Lehman said the claim
represents a major portion of the bank's capital.

                       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)


LENOX GROUP: Court Confirms Liquidation Plan
--------------------------------------------
U.S. Bankruptcy Judge Allan S. Gropper entered findings of fact,
conclusions of law, and order approving Lenox Group Inc.'s
disclosure statement, and confirming the Second Amended Joint Plan
of Liquidation.  Judge Gropper held a combined hearing on the Plan
and the Disclosure Statement.

According to the Disclosure Statement, the Plan provides for the
appointment of a Plan administrator to distribute the Debtors'
cash and all other remaining property of the Debtors, including a
tax refund receivable. The Plan also provides for an approximate
recovery to holders of allowed general unsecured claims ranging
from approximately 0.43 to 0.57%.  There will be no recovery for
holders of equity interests.

As reported in the Troubled Company Reporter on March 17, 2009,
Lenox Group Inc. completed a sale of substantially all assets to a
group led by Clarion Capital Partners, LLC.  The "New Lenox,"
which includes the Lenox, Dansk, Gorham and Department 56 brands,
began operating outside of Chapter 11 bankruptcy following the
sale.

Headquartered in Bristol, Pennsylvania, Lenox Group Inc. --
http://www.department56.com/,http://www.lenox.com/,and
http://www.dansk.com/-- including its two main operating
subsidiaries, D 56, Inc., and Lenox, Incorporated, was a leading
designer, marketer, distributor, wholesaler, manufacturer and
retailer of quality tableware, collectibles, and other giftware
products under the Lenox, Dansk, Gorham, and Department 56 brand
names.  These products are sold through department stores, large
specialty retailers, general merchandise chains, national chains
and clubs, small independent specialty retailers, and other
wholesale accounts.

The company and six of its affiliates filed for Chapter 11
protetcion on November 23, 2008 (Bankr. S.D. N.Y. Lead Case No.
08-14679).  Harvey R. Miller, Esq., and Alfredo R. Perez, Esq., at
Weil, Gotshal & Manges LLP, represent the Debtors their
restructuring efforts.  The Debtors proposed Berenson & Company as
financial advisor, Carl Marks Advisory Group LLC as consultants,
and The Garden City Group as claims and noticing agent.  The
Debtors have $264,000,000 in total assets and $238,000,000 in
total debts as of October 25, 2008.

Lenox initially agreed to sell itself to KPS Capital Partners
after a court-supervised transaction in February 2009. Clarion
Capital Partners challenged the results and became successful in
nullifying the KPS Capital/Lenox deal and a second auction was
scheduled.


LEVEL 3: Bank Debt Trades at 11.45% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications, Inc., is a borrower traded in the secondary market
at 88.55 cents-on-the-dollar during the week ended Friday, Dec.
18, 2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 2.89 percentage points from the previous week, The Journal
relates.  The loan matures March 1, 2014.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B1 rating and Standard & Poor's B+ rating.
The debt is one of the biggest gainers and losers among 170 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on June 30, 2009,
Fitch Ratings lowered the rating assigned to the Company's
convertible subordinated notes to 'CC/RR6' from 'CCC-/RR6'.  The
rating action brings the subordinated note ratings in line with
Fitch's revised rating definition and mapping criteria.
Approximately $484 million of convertible subordinates notes
outstanding as of March 31, 2009, was affected by Fitch's action.
As of March 31, 2009, LVLT had approximately $6.4 billion of debt
outstanding.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LIFEMASTERS SUPPORTED: Closes Sale of Assets to StayWell Health
---------------------------------------------------------------
LifeMasters Supported SelfCare, Inc., on Friday said it has
completed the sale of substantially all of its assets to StayWell
Health Management.  The sale was completed pursuant Section 363 of
the bankruptcy code at an auction held on December 14, 2009.  The
bankruptcy court approved the sale order December 17 and the sale
of assets is expected to close within three weeks.

Modernhealthcare.com reports LifeMasters officials said the assets
were sold for $2.25 million.

"This transaction allows continuity for existing LifeMasters'
customers and, since it was completed approximately 90 days after
the Chapter 11 filing, it also provides for a timely financial
recovery to creditors," said George D. Pillari, Managing Director
of Alvarez & Marsal Healthcare Industry Group and Chief
Restructuring Officer and President of LifeMasters.

Founded in 1978, StayWell Health Management --
http://www.StayWellHealthManagement.com/-- is a MediMedia USA
Company headquartered in St. Paul, Minnesota.  StayWell is a
recognized leader in delivering comprehensive population health
management programs and services that help organizations maximize
business results by improving employee health and productivity.
The company has 350 employees.  StayWell's programs and
publications help improve the lives of more than 50 million people
each year.

Based in Brisbane, California, LifeMasters Supported SelfCare --
http://www.lifemasters.com/-- is a disease management and health
improvement company with more than 15 years of experience working
with employers, insurers, hospitals and physicians to lower costs
and improve patient satisfaction with the healthcare system.
LifeMasters is accredited by the National Committee for Quality
Assurance (NCQA) and URAC.

The Company filed for Chapter 11 on Sept. 14, 2009 (Bankr. C. D.
Calif. Case No. 09-19722).  The Debtor listed assets and debts
both ranging from $10,000,001 to $50,000,000.


LAZY C ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lazy C Enterprises, LLC
        2821 Little Valley Road
        St. George, UT 84790

Bankruptcy Case No.: 09-33971

Chapter 11 Petition Date: December 16, 2009

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

Debtor's Counsel: Andrew D. Smith, Esq.
                  Ellsworth, Moody & Bennion, Chtd.
                  7881 W. Charleston Blvd., Suite 210
                  Las Vegas, NV 89117
                  Tel: (702) 658-6100
                  Fax: (702) 658-2502
                  Email: andrew@silverstatelaw.com

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

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

A list of the Company's 4 largest unsecured creditors is available
for free at:

              http://bankrupt.com/misc/utb09-33971.pdf

The petition was signed by Eddie DeVon Childs, managing member of
the Company.


MCCLATCHY COMPANY: Loan Amendment Cues Moody's Developing Outlook
-----------------------------------------------------------------
Moody's Investors Service changed The McClatchy Company's rating
outlook to developing from negative following the company's
announcement that it is in the process of seeking an amendment to
its credit facility to extend the existing June 2011 maturity by
up to two years and permit it to incur approximately $875 million
of senior secured refinancing debt.  The change to a developing
rating outlook reflects the broader range of possible rating
outcomes than indicated by the prior negative rating outlook given
the potential improvement now in the company's maturity profile
and reduction in near-term default risk that could result from a
refinancing of its $1.1 billion of 2011 maturities.  Moody's will
continue to monitor developments and will comment further as
refinancing plans are formalized and their effect on the maturity
profile, leverage and free cash flow generating ability of the
company become more clear.  Moody's also updated the security-
specific loss given default assessments and point estimates based
on the current debt mix.

Outlook Actions:

Issuer: McClatchy Company (The)

  -- Outlook, Changed To Developing From Negative

LGD Updates:

Issuer: McClatchy Company (The)

  -- Senior Unsecured Guaranteed Notes due July 2014, Changed to
     LGD3 - 41% from LGD3 - 42% (no change to Caa1 rating)

Moody's anticipates McClatchy's advertising revenue will remain
under pressure over the next 12-18 months, although declines are
expected to continue the moderating trend being experienced in the
fourth quarter.  McClatchy's significant cost reductions are
stabilizing cash flow with EBITDA growing modestly in the second
and third quarters.  This performance, along with the tightening
of spreads, is potentially reducing borrowing costs to a level
that makes a refinancing more feasible for McClatchy than it was
earlier in 2009.  Moody's believes McClatchy's high debt-to-EBITDA
leverage (8.6x LTM 9/27/09 incorporating Moody's standard
adjustments) is at an unsustainable level.  Pushing out maturities
would provide McClatchy additional flexibility to manage through
the advertising downturn and realize the potential de-leveraging
benefits of a cyclical advertising recovery.

A refinancing could lead to a positive rating outlook or an
upgrade if Moody's believes free cash flow would be sufficient to
allow McClatchy to continue to meaningfully reduce debt, meet
other obligations including required pension contributions, and
reduce leverage to a more sustainable level.  The ratings could be
pressured if the 2011 maturities are not addressed in a timely
manner or if an increase in cash interest expense as part of a
refinancing weakens free cash flow generation to an extent that
merely delays a larger-scale restructuring.

Moody's last rating action on McClatchy was on June 29, 2009, when
the company's CFR was lowered to Caa2 from Caa1 and the PDR was
revised to Caa2/LD from Caa3 upon completion of an exchange offer
of $102.9 million of then existing senior unsecured notes for
$24.2 million of new 15.75% senior unsecured guaranteed notes due
July 2014.  At that time, Moody's also assigned a Caa1 rating
(LGD3 - 42%) to the new 2014 notes.  The PDR was subsequently
changed to Caa2 from Caa2/LD on July 2, 2009.

McClatchy, headquartered in Sacramento, California, is the third-
largest newspaper company in the U.S., with 30 daily newspapers
and approximately 50 non-dailies.  McClatchy also owns McClatchy
Interactive and holds equity investments in CareerBuilder,
Classified Ventures, and other newspaper and online properties.
Annual revenue approximates $1.9 billion.


METROPOLITAN LOFTS: Sec. 341 Creditors Meeting Set for Jan. 12
--------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of
Metropolitan Lofts, L.L.C.'s creditors on January 12, 2010, at
2:00 p.m. at US Trustee Meeting Room, 230 N. First Avenue, Suite
102, Phoenix, AZ.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Phoenix, Arizona-based Metropolitan Lofts, L.L.C., filed for
Chapter 11 bankruptcy protection on December 10, 2009 (Bankr. D.
Ariz. Case No. 09-31907).  Jerry L. Cochran, Esq., at Cochran Law
Firm, PC, 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.


MISCOR GROUP: Posts $4.4 Million Net Loss in Q3 2009
----------------------------------------------------
MISCOR Group, Ltd. reported a net loss of $4.4 million on total
revenues of $19.8 million for the three months ended October 4,
2009, compared with net income of $471,000 on total revenues of
$31.5 million for the three months ended September 28, 2008.

Total revenues decreased by $11.7 million or 37% to $19.8 million
for the three months ended October 4, 2009, from $31.5 million for
the three months ended September 28, 2008.  The decrease in
revenues resulted from decreases in the Industrial Services
segment revenue of $7.3 million or 50%, the Construction and
Engineering Services segment revenues of $400,000 or 4%, and the
Rail Services segment revenue of $4.0 million or 55%.

The Company attributes the decline in revenue to the ongoing
challenging global economic conditions as well as continuing
liquidity pressures.

                       Nine Months Results

The Company reported a net loss of $10.9 million on total revenues
of $62.7 million for the nine months ended October 4, 2009,
compared with net income of $1.5 million on total revenues of
$91.8 million for the nine months ended September 28, 2008.

At October 4, 2009, the Company's consolidated balance sheets
showed total assets of $60.8 million, total liabilities of
$28.9 million, and stockholders' equity of $31.9 million.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?4bf0

                       Going Concern Doubt

On September 16, 2009 the Company and Wells Fargo executed a Fifth
Amendment to the Credit Agreement.  The Fifth Amendment amended
the Credit Agreement to, among other things, extend until
October 31, 2009, the previously agreed upon requirement for the
Company to raise $2,000,000 in additional capital through
subordinated debt, asset sales, or additional cash equity.  As of
November 23, 2009, the Company has not succeeded in raising all of
the $2,000,000 of additional capital.

Wells Fargo has not declared an event of default under the Credit
Agreement as a result of the failure to raise all of the
additional required capital.  The Company is continuing
discussions with Wells Fargo regarding an extension of the
requirement to raise additional capital or other arrangements
under which Wells Fargo would refrain from exercising their rights
under the bank credit facilities as a result of the above-
mentioned failure to raise additional capital.

If Wells Fargo demands immediate repayment of the Company's
outstanding borrowings under the bank credit facilities, the
Company does not currently have means to repay or refinance the
amounts that would be due.

If Wells Fargo were to exercise its remedies and foreclose on the
Company's assets, there would be substantial doubt about the
Company's ability to continue as a going concern.

                        About MISCOR Group

Based in South Bend, Indiana, MISCOR Group, Ltd. provides
electrical and mechanical solutions to industrial, commercial and
institutional customers primarily in the United States.  The
Company currently operate in three business segments: (i)
Industrial Services, which provides maintenance and repair
services to several industries including electric motor and wind
power; repairing, manufacturing, and remanufacturing industrial
lifting magnets for the steel and scrap industries, (ii)
Construction and Engineering Services, which provides a wide range
of electrical and mechanical contracting services, mainly to
industrial, commercial, and institutional customers, and (iii)
Rail Services, which manufactures and rebuild power assemblies,
engine parts, and other components related to large diesel engines
and provide locomotive maintenance, remanufacturing, and repair
services for the rail industry.


MICHAEL KOSTE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Michael R. Koster
               Erin L. Koster
               2540 Westview Court
               Prosper, TX 75078

Bankruptcy Case No.: 09-43973

Chapter 11 Petition Date: December 17, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtors' Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


MICHAELS STORES: Bank Debt Trades at 11.09% Off
-----------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 88.91 cents-
on-the-dollar during the week ended Friday, Dec. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.32
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 31, 2013.  The Company pays 225 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among 170 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.


MK CUSTOM: Sec. 341 Creditors Meeting Set for Jan. 12
-----------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of MK Custom
Residential Construction, LLC's creditors on January 12, 2010, at
2:30 p.m. at US Trustee Meeting Room, 230 N. First Avenue, Suite
102, Phoenix, AZ (341-PHX).

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Phoenix, Arizona-based MK Custom Residential Construction, LLC,
filed for Chapter 11 bankruptcy protection on December 10, 2009
(Bankr. D. Ariz. Case No. 09-31909).  Jerry L. Cochran, Esq., at
Cochran Law Firm, PC, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


MOMENTIVE PERFORMANCE: Restores Regular Work Hours, Pay
-------------------------------------------------------
Momentive Performance Materials Inc. on December 17, 2009,
approved the restoration of work hours and pay for salaried
professionals -- excluding the senior leadership team -- and
administrative employees affected by the cost cutting plan
announced by the Company in March 2009 which resulted in a 7.5%
reduction in pay for this segment of Momentive's workforce.

The Work Hour and Pay Restoration will take effect beginning with
the first pay period in January 2010 and will impact roughly 2,100
employees globally.

                          About Momentive

Albany, New York-based Momentive Performance Materials Inc. --
http://www.momentive.com/-- is a premier specialty materials
company, providing high-technology materials solutions to the
silicones, quartz and ceramics markets. Momentive Performance
Materials Inc. is controlled by an affiliate of Apollo Management,
L.P.

At September 27, 2009, the Company had total assets of
$3,556,934,000 against total liabilities of $4,121,193,000.  At
September 27, 2009, the Company had accumulated deficit of
$1,341,835,000, noncontrolling interest of $3,776,000, and
shareholders' deficit of $564,259,000.

On September 22, 2009, the Company entered into a Limited Waiver
and Amendment with respect to the credit agreement governing its
senior secured credit facility.  Pursuant to the Waiver and
Amendment, in return for certain consideration, the requisite
revolving credit facility lenders conditionally waived the
Company's compliance with the senior secured leverage ratio
maintenance covenant set forth in the credit agreement for the
fiscal three-month period ended September 27, 2009, and the fiscal
three-month period ending December 31, 2009.  On September 27,
2009, the Company was in compliance with the senior secured
leverage ratio maintenance covenant (irrespective of the Waiver
and Amendment), the other covenants under the credit agreement
governing the senior secured credit facility and the covenants
under the indentures governing the notes.


MOMENTIVE PERFORMANCE: Won't Pursue Loan Amendment, Notes Offering
------------------------------------------------------------------
Momentive Performance Materials Inc. said in a regulatory filing
with the Securities and Exchange Commission that, after further
discussions, the Company has chosen not to seek to amend its
senior secured credit facility to extend the maturity of a portion
of both the term loan and revolving loan commitments thereunder
and will not therefore proceed with its proposed private offering
of up to $500 million in first-lien senior secured notes due 2017.

The Troubled Company Reporter on November 26, 2009, said Momentive
was seeking to amend its senior secured credit facility and offer
up to $500 million in aggregate principal amount of first-lien
senior secured notes due 2017 in a private offering that is exempt
from the registration requirements of the Securities Act of 1933,
as amended.

The TCR also said the Company was repaying $75 million of
borrowings outstanding under its revolving credit facility.
Following repayment, the Company's outstanding borrowings under
its revolving credit facility would be $100 million.

According to the November report, the amendment would have, among
other things, permit the issuance of the notes and, with respect
to participating lenders; permanently reduced their outstanding
revolving loan commitments; extended the maturity of their
remaining revolving loan commitments until 2014; and extended the
maturity of their outstanding term loans until 2015.

The proceeds from the notes offering would be used to repay a
portion of the outstanding term loans of extending lenders and for
general corporate purposes.

The completion of each of the amendment and the notes offering
were conditioned upon, among other customary conditions, the
completion of the other.

                          About Momentive

Albany, New York-based Momentive Performance Materials Inc. --
http://www.momentive.com/-- is a premier specialty materials
company, providing high-technology materials solutions to the
silicones, quartz and ceramics markets. Momentive Performance
Materials Inc. is controlled by an affiliate of Apollo Management,
L.P.

At September 27, 2009, the Company had total assets of
$3,556,934,000 against total liabilities of $4,121,193,000.  At
September 27, 2009, the Company had accumulated deficit of
$1,341,835,000, noncontrolling interest of $3,776,000, and
shareholders' deficit of $564,259,000.

On September 22, 2009, the Company entered into a Limited Waiver
and Amendment with respect to the credit agreement governing its
senior secured credit facility.  Pursuant to the Waiver and
Amendment, in return for certain consideration, the requisite
revolving credit facility lenders conditionally waived the
Company's compliance with the senior secured leverage ratio
maintenance covenant set forth in the credit agreement for the
fiscal three-month period ended September 27, 2009, and the fiscal
three-month period ending December 31, 2009.  On September 27,
2009, the Company was in compliance with the senior secured
leverage ratio maintenance covenant (irrespective of the Waiver
and Amendment), the other covenants under the credit agreement
governing the senior secured credit facility and the covenants
under the indentures governing the notes.


NAVISTAR INT'L: NFC Unit Inks Amendment to Mexico Loan Facility
---------------------------------------------------------------
Navistar Financial Corporation, a wholly owned indirect subsidiary
of Navistar International Corporation, on December 16, 2009,
entered into the Amended and Restated Credit Agreement, by and
among NFC and Navistar Financial, S.A. DE C.V., Sociedad
Financiera De Objeto Multiple, Entidad No Regulada, a Mexican
corporation, as borrowers, the lenders party thereto, JPMorgan
Chase Bank, N.A., as administrative agent, Bank of America, N.A.,
as syndication agent, and The Bank of Nova Scotia, as
documentation agent.

The Amended and Restated Credit Agreement has two primary
components: a term loan of $365.0 million and a revolving bank
loan of $450.0 million.  The revolving bank loan has a Mexican
sub-revolver providing for up to $100.0 million which may be used
by NIC's Mexican finance subsidiary.  The obligations under the
Amended and Restated Credit Agreement are secured by substantially
all assets of NFC.  The maturity date of the loans is December 16,
2012.

On December 16, 2009, NIC, entered into the Second Amended and
Restated Parent Guarantee, in favor of the Administrative Agent
for the lenders party to the Amended and Restated Credit
Agreement.  Pursuant to the Parent Guarantee, NIC guarantees the
obligations of its Mexican finance subsidiary under the Amended
and Restated Credit Agreement.

On December 16, 2009, NIC entered into the Second Amended and
Restated Parents' Side Agreement, by and between NIC and Navistar,
Inc. (formerly known as International Truck and Engine
Corporation), a Delaware corporation, for the benefit of the
lenders from time to time party to the Amended and Restated Credit
Agreement.  The Parents' Side Agreement requires that NIC and
Navistar, Inc. collectively continue to own 100% of the voting
stock of NFC and that Navistar, Inc. not permit NFC to have a
fixed charge coverage ratio of less than 1.25 to 1.00.

On December 16, 2009, NFC entered into the First Amendment, to the
Amended and Restated Security, Pledge and Trust Agreement, dated
as of July 1, 2005, between NFC and Deutsche Bank Trust Company
Americas, a corporation duly organized and existing under the laws
of the State of New York, acting individually and as trustee for
the holders of the secured obligations under the Amended and
Restated Credit Agreement.  The Security Agreement Amendment
modifies the terms of the Security Agreement to reflect the
Amended and Restated Credit Agreement and the transactions between
NFC and Wells Fargo Equipment Finance, Inc., a Minnesota
corporation.

On December 16, 2009, NFC entered into the Intercreditor Agreement
by and among NFC, WFEFI, the Administrative Agent and the Trustee,
whereby the lenders party to the Amended and Restated Credit
Agreement agreed to subordinate any security interests they may
have certain retail loans and other financings secured by new or
used trucks, truck chassis, buses, vans and trailers and related
property and beneficial interests in retail leases of new and used
trucks, truck chassis, buses, vans and trailers and related
property owned by NFC that NFC pledged to WFEFI to secure NFC's
debt obligations owed to WFEFI under the loan and security
agreement between NFC and WFEFI entered into on December 16, 2009.

                   About Navistar International

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

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

                         *     *     *

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


NAVISTAR INT'L: Panel Approves $1.9MM Cash Award to CEO Ustian
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of Navistar
International Corporation on December 14, 2009, recommended, and
the Board of Directors approved, a $1,946,000 lump sum cash
special achievement award to Daniel C. Ustian, Navistar's
Chairman, Chief Executive Officer and President.

The award was in recognition of Mr. Ustian's achievements,
including his foresight in creating the military business and
providing continuing leadership to make it sustainable; his work
in bringing an end to a protracted dispute with one of NIC's
suppliers in a manner that set the stage for the formation of a
significant new partnership with that supplier; his leadership in
navigating NIC through the loss of a significant customer and
setting the stage for NIC's engine business to be successful; the
many actions he has taken and continues to take to develop a
business model that provides profitability at the bottom of the
business cycle; and his leadership in making strategic
acquisitions to position NIC for future successes.

On December 15, 2009, the Compensation Committee of the Board of
Directors of NIC approved amendments to NIC's 2004 Performance
Incentive Plan, as amended and restated as of January 9, 2009, to
(1) modify the performance measurements and goals set forth in
Section VI the 2004 Plan to include earnings before interest and
taxes (EBIT), (2) extend the period of time in which an option
holder is permitted under the 2004 Plan (other than on account of
death, total and permanent disability or qualified retirement) to
exercise vested stock options from 90 days to 12 months, (3)
modify the change in control provisions set forth in Section XX of
the 2004 Plan to provide for the vesting of awards only upon both
a change in control and a termination event -- a "double trigger
event" -- as opposed to the current vesting of awards solely upon
a change in control -- a "single trigger event" -- and (4)
increase the number of shares authorized and available for
issuance under the 2004 Plan.

On December 15, 2009, the Compensation Committee of the Board of
Directors of NIC approved the Annual Incentive Plan Criteria for
fiscal year 2010 for certain employees, including its principal
executive officer, principal financial officer and other named
executive officers.  The Annual Incentive Awards for fiscal year
2010 will be awarded under, and are subject to the terms and
conditions of, the 2004 Plan.

On December 15, 2009, the Compensation Committee of the Board of
Directors of NIC and the Board of Directors -- in the case of Mr.
Ustian -- approved amendments to NIC's Form of Executive Severance
Agreements for certain employees, including its principal
executive officer, principal financial officer and other named
executive officers.  The amendments, inter alia, (1) reduce the
severance multiple and timing payouts for certain of the eligible
participants, (2) eliminate the 280G tax gross-ups, (3) modify the
termination definitions of "cause", "constructive termination" and
"good reason", (4) require the participant to execute a release of
claims and non-compete/non-solicit and (5) modify the dispute
resolution and amendment provisions of the ESA.

                   About Navistar International

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

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

                         *     *     *

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


NAVISTAR INT'L: To Release Q4 and Year-End Results on Dec. 22
-------------------------------------------------------------
Navistar International Corporation will present via live web cast
its fiscal 2009 fourth quarter and year-end financial results on
Tuesday, December 22, 2009.  A live web cast is scheduled at
approximately 10:00 a.m. ET.  Speakers on the web cast will
include Daniel C. Ustian, Chairman, President and Chief Executive
Officer, A. J. Cederoth, Executive Vice President and Chief
Financial Officer, and other Company leaders.

The web cast can be accessed through a link on the investor
relations page of Navistar's Web site at:

                 http://ir.navistar.com/events.cfm

Investors are advised to log on to the website at least 15 minutes
prior to the start of the web cast to allow sufficient time for
downloading any necessary software.  The web cast will be
available for replay at the same address approximately three hours
following its conclusion, and will remain available for a period
of 10 days.

                   About Navistar International

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

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

                         *     *     *

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


NETBANK INC: Files Notice of Suspension of Section 15 Filing Duty
-----------------------------------------------------------------
NetBank, Inc., has filed a Form 15 notice of termination of
registration of the Company's common shares under Section 12(g) of
the Securities Exchange Act of 1934.

Pursuant to Section 15(d) of the Exchange Act, as amended, the
duty of NetBank, Inc., to file reports under Section 15 of the
Exchange Act was suspended commencing with the fiscal year
beginning January 1, 2009, because its common stock was held of
record by less than 300 persons as of that date.  NetBank, Inc.,
is filing this Form 15 to provide notice of the statutory
suspension of its filing obligation under Section 15 of the
Exchange Act.  (As confirmed by guidance published by the
Commission staff, the automatic suspension is granted by statute
and is not contingent upon the filing of this Form 15, whether
within 30 days after the beginning of the fiscal year as set forth
in Rule 15d-6 or otherwise.)

The certification/notice was signed on behalf of the Company by
Cliff Zucker, Liquidating Supervisor.

                        About NetBank Inc.

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does
retail banking, mortgage banking, business finance, and provides
ATM and merchant processing services.

The Company filed for chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP, represents the Debtor.  The U.S. Trustee for
Region 21 appointed six creditors to serve on an Official
Committee of Unsecured Creditors of the Debtor's case.  Rogers
Towers, Esq. at Kilpatrick Stockton LLP, represents the Committee
in this case.  Rogers Towers P.A. serves as co-counsel to the
Committee.  As of Sept. 25, 2007, the Debtor listed total
assets of $87,213,942 and total debts of $42,245,857.

As of August 31, 2008, NetBank, Inc. had total assets of
$13,807,207 and total liabilities of $34,607,868.


NETTEL CORP: Chapter 7 Trustee Has Deal With Nortel Networks
------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the
Bankruptcy Court handling their Chapter 11 cases to approve a
settlement of claims with the Chapter 7 trustee of NETtel
Corporation Inc.

NETtel's claims are on account of loans NNI and two other
lenders, Allied Capital Corp. and Williams Communications Inc.,
provided to NETtel for a construction project, which did not
succeed as a result of the bankruptcy filing of NETtel and its
corporate parent.  NNI served as the administrative agent for the
lenders.

The Settlement provides for the distribution of $2.9 million to
NNI, which consists of $2.5 million from the preference escrow
and $400,000 from the remaining proceeds of sales of NETtel's
assets.

The $2.9 million represents more than half of the remaining
property of NETtel and its corporate parent, which consists of
approximately $4.2 million in cash.

Wendell Webster, the NETtel Chapter 7 trustee, also agreed under
the Settlement to release all claims of NETtel and its corporate
parent against NNI and the lenders.  In return, NNI agreed to
release to the Trustee its lien on the current balance in the
preference escrow in excess of $2.5 million, and any lien or
other interest it may have in the current balance in the proceeds
it holds in excess of $400,000.

The Court will hold a hearing on December 15, 2009, to consider
approval of the proposed settlement.  Deadline for filing
objections is December 14, 2009.


NEIMAN MARCUS: Bank Debt Trades at 11% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 89.00
cents-on-the-dollar during the week ended Friday, Dec. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.79
percentage points from the previous week, The Journal relates.
The loan matures on April 6, 2013.   The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among 170 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a 'Caa1' Corporate Family Rating and 'Caa1'
Probability of Default Rating from Moody's Investors Service.


NEUROGEN CORP: To Appeal NASDAQ Staff Determination
---------------------------------------------------
Neurogen Corporation disclosed that it received a NASDAQ staff
determination letter on December 11, 2009, notifying the company
that it has not regained compliance, during a prescribed period,
with NASDAQ Listing Rule 5450(a)(1), which requires the stock of
listed companies to trade at or above $1.00 per share.

Neurogen has filed for a hearing to appeal the staff's
determination with a NASDAQ Hearings Panel which, under the
NASDAQ's Rule 5800 Series, will stay a potential delisting of the
Company's securities and enable the Company's common stock to
continue trading on the NASDAQ through the appeal process.
Neurogen expects its stock to continue trading on the NASDAQ
through the expected closing of its previously announced pending
merger into Ligand Pharmaceuticals by the end of this year.

As previously reported, Neurogen was initially notified by NASDAQ
on August 26, 2008, that the bid price of its common stock had
closed at less than $1.00 per share over the previous 30
consecutive business days.  NASDAQ suspended the enforcement of
the bid price requirement for all NASDAQ companies from
October 16, 2008, through July 31, 2009 and upon reinstatement of
the rules, the Company's period for regaining compliance ran
through December 10, 2009.

                          About Neurogen

Based in Branford, CT., Neurogen Corporation is a drug development
company historically focusing on small-molecule drugs to improve
the lives of patients suffering from psychiatric and neurological
disorders with significant unmet medical need.  Neurogen has
conducted its drug development independently and, when
advantageous, collaborated with world-class pharmaceutical
companies to access additional resources and expertise.


NEW SOUTH FEDERAL: Closed; Beal Bank Assumes All Deposits
---------------------------------------------------------
New South Federal Savings Bank, Irondale, Alabama, was closed
December 18 by the Office of Thrift Supervision, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Beal Bank, Plano, Texas, to assume all
of the deposits of New South Federal Savings Bank.

The sole branch of New South Federal Savings Bank will reopen on
Monday as a branch of Beal Bank.  Depositors of New South Federal
Savings Bank will automatically become depositors of Beal Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their existing branch until they receive notice from Beal Bank
that it has completed systems changes to allow other Beal Bank
branches to process their accounts as well.

As of September 30, 2009, New South Federal Savings Bank had
approximately $1.5 billion in total assets and $1.2 billion in
total deposits.  Beal Bank did not pay the FDIC a premium for the
deposits of New South Federal Savings Bank.  In addition to
assuming all of the deposits of the failed bank, Beal Bank agreed
to purchase essentially all of the failed bank's assets.

The FDIC and Beal Bank entered into a loss-share transaction on
$1.2 billion of New South Federal Savings Bank's assets.  Beal
Bank will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-423-6395.  At that time the toll-free
number will resume its normal hours.

Interested parties also can visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/newsouth.html

Furthermore, the FDIC transferred to Beal Bank all qualified
financial contracts to which New South Federal Savings Bank was a
party.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $212.3 million.  Beal Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  New South Federal Savings Bank is
the 137th FDIC-insured institution to fail in the nation this
year, and the third in Alabama.  The last FDIC-insured institution
closed in the state was CapitalSouth Bank, Birmingham, on August
21, 2009.


NICKINELLO REALTY: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Nickinello Realty Corporation
        68 Pine Street
        Natick, MA 01760

Bankruptcy Case No.: 09-22225

Chapter 11 Petition Date: December 17, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: David Nielson, Esq.
                  Nielson Law Office
                  1212 Hancock St, Suite 120
                  Quincy, MA 02169
                  Tel: (617) 773-6866
                  Fax: (617) 773-9996
                  Email: dnielson@ddnlaw.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 $1,434,425
and total debts of $3,623,986.

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

              http://bankrupt.com/misc/mab09-22225.pdf

The petition was signed by Scott Mitchell Sr., president of the
Company.


NIELSEN COMPANY: Bank Debts Trade at 8.44% and 6.21% Off
--------------------------------------------------------
Participations in a syndicated loan under which The Nielsen
Company B.V. is a borrower traded in the secondary market at 91.56
cents-on-the-dollar during the week ended Friday, Dec. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.88
percentage points from the previous week, The Journal relates.
The Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 9, 2013, and carries
Moody's Ba3 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 170 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Meanwhile, participations in another syndicated loan under which
The Nielsen Company B.V. is a borrower traded in the secondary
market at 93.79 cents-on-the-dollar during the week ended Friday,
Dec. 18, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.17 percentage points from the previous week, The
Journal relates.  The Company pays 375 basis points above LIBOR to
borrow under this facility.  The bank loan matures on May 1, 2016,
and carries Moody's Ba3 rating and Standard & Poor's B+ rating.
The debt is also among the 170 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Active in approximately 100 countries, with headquarters in
Haarlem, The Netherlands and New York, USA, The Nielsen Company
B.V. is a global information and media company.

Nielsen Company carries a 'B2' long term corporate family rating
from Moody's, 'B' issuer credit rating from standard & Poor's, and
'B' issuer default rating from Fitch.


NORTEL NETWORKS: Gets Nod for JPM Pact re Carrier Biz Sale
----------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors obtained approval
from the U.S. Bankruptcy Court for the District of Delaware of an
escrow agreement with JPMorgan Chase Bank N.A.

The companies reached the agreement with JPMorgan, which will
serve as the escrow agent, and several other parties in
connection with the sale of their Carrier Networks business
associated with the development of Next Generation Packet Core
network components.

The Escrow Agreement authorizes Nortel to deposit into an escrow
account the payment made by Hitachi Ltd., the winning bidder for
the assets, pending its final allocation.  The salient terms of
the agreement are:

  (1) The Nortel companies will jointly nominate, constitute and
      appoint JPMorgan to hold the escrow funds in an escrow
      account.

  (2) JPMorgan agrees that deposits to and disbursements from
      the escrow account or applicable portions thereof, will
      only be made in accordance with the terms and conditions
      of the Escrow Agreement.

  (3) Funds will be deposited in an escrow account as follows:

      * At the closing, NNI and Nortel Networks Ltd. will
        instruct Hitachi to deposit the purchase price in an
        account established with the escrow agent.

      * At the closing, NNI will put the "good faith deposit"
        with JPMorgan in immediately available funds in the
        escrow account.

  (4) Until otherwise jointly directed by the Nortel units,
      JPMorgan will invest the escrow funds in so-called
      "permitted investments."

  (5) JPMorgan has the right to liquidate investments as
      necessary to distribute escrow funds pursuant to the
      Escrow Agreement.

  (6) Until the termination of the escrow established pursuant
      to the Escrow Agreement, JPMorgan will hold the escrow
      funds and not disburse any amounts from the escrow account
      except in accordance with the terms and conditions of the
      agreement.

  (7) The Escrow Agreement will terminate upon the distribution
      of all escrow funds, subject to the survival of provisions
      which expressly survive the termination of the Escrow
      Agreement.

A full-text copy of the Escrow Agreement is available without
charge at http://bankrupt.com/misc/Nortel_EscrowAgmtJPMorgan2.pdf

The Court will hold a hearing on December 2, 2009, to consider
approval of the Escrow Agreement.  Creditors and other concerned
parties have until December 1, 2009, to file their objections.

Canada-based Nortel Networks Corporation and its four affiliates
also filed a motion in the Ontario Superior Court of Justice to
approve the Escrow Agreement.  The Canadian Court has not yet
issued an order approving the 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 to Assign 60 Contracts to Ericsson
------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors obtained approval
to assume and assign certain executory contracts in connection
with the sale of their core wireless assets to Telefonaktiebolaget
LM Ericsson.

The Contracts consist of about 60 customer contracts related to
the Wireless Assets, including non-disclosure and service
agreements.  Customer contracts were excluded from the list of
contracts, which the Debtors have designated earlier for
assumption and assignment to Ericsson.

Ericsson was the winning bidder at the July 2009 auction for
Nortel's Code Division Multiple Access (CDMA) business and Long
Term Evolution (LTE) access assets.  It offered to acquire the
CDMA and LTE Assets for US$1.13 billion, outbidding Nokia Siemens
Networks' $1.032 billion offer.

In connection with the proposed assumption and assignment of the
customer contracts, the Debtors also seek court approval to file
some documents under seal including a list of those contracts and
parties which they executed the contracts with, and to pay the
cure amounts to settle any existing default under the contracts.

                      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: Proposes Claims Settlement With IBM
----------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve a claims
settlement they entered into with International Business Machines
Corp.

Under the deal, IBM agreed to reduce its postpetition claim
against the Debtors from $4.69 million to $2.5 million and waive
all other postpetition claims.  IBM also agreed that its claim
for all capital account recovery charges and other similar
charges against NNI and some of its affiliates are pre-bankruptcy
claims, and waived its right to assert that those charges are
postpetition claims or otherwise entitled to administrative
priority.

A full-text copy of the Nortel-IBM Agreement is available without
charge at http://bankrupt.com/misc/Nortel_SettlementIBMC.pdf

IBM's claim stemmed from two master services agreements it
entered into with NNI, Nortel Networks Ltd. and Nortel Networks
Corp., for the provisions of development and testing services for
various Nortel businesses.  The MSAs were rejected effective
May 28, 2009, and September 30, 2009.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Proposes Claims Settlement With NeTtel Trustee
---------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the
Bankruptcy Court to approve a settlement of claims with the
Chapter 7 trustee of NETtel Corporation Inc.

NETtel's claims are on account of loans NNI and two other
lenders, Allied Capital Corp. and Williams Communications Inc.,
provided to NETtel for a construction project, which did not
succeed as a result of the bankruptcy filing of NETtel and its
corporate parent.  NNI served as the administrative agent for the
lenders.

The Settlement provides for the distribution of $2.9 million to
NNI, which consists of $2.5 million from the preference escrow
and $400,000 from the remaining proceeds of sales of NETtel's
assets.

The $2.9 million represents more than half of the remaining
property of NETtel and its corporate parent, which consists of
approximately $4.2 million in cash.

Wendell Webster, the NETtel Chapter 7 trustee, also agreed under
the Settlement to release all claims of NETtel and its corporate
parent against NNI and the lenders.  In return, NNI agreed to
release to the Trustee its lien on the current balance in the
preference escrow in excess of $2.5 million, and any lien or
other interest it may have in the current balance in the proceeds
it holds in excess of $400,000.

The Court will hold a hearing on December 15, 2009, to consider
approval of the proposed settlement.  Deadline for filing
objections is December 14, 2009.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NOVELIS INC: Bank Debt Trades at 9.23% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Novelis, Inc., is
a borrower traded in the secondary market at 90.77 cents-on-the-
dollar during the week ended Friday, Dec. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.16 percentage
points from the previous week, The Journal relates.  The loan
matures on July 6, 2014.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated by
Moody's while it carries Standard & Poor's BB- rating.  The debt
is one of the biggest gainers and losers among 170 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

As reported by the Troubled Company Reporter on Nov. 19, 2009,
Moody's changed the outlook for Novelis, Inc., and Novelis
Corporation to stable from negative.  The speculative grade
liquidity rating of Novelis, Inc., was also upgraded to SGL-2 from
SGL-3.  At the same time, Moody's affirmed Novelis Inc's B2
corporate family rating, its B2 probability of default rating, the
Ba3 rating on its senior secured term loan, and the Caa1 senior
unsecured notes rating.  The Ba3 rating on Novelis Corporation's
senior secured term loan was also affirmed.

The change in outlook to stable reflects Moody's expectation that
Novelis will continue to show improvement in its earnings and cash
flow generation given the renegotiation of all of its can sheet
contracts, cost cutting efforts and the run off of virtually all
its hedge loss position.  The outlook anticipates that the company
will continue to focus on cash generation and liquidity and that
its performance will continue to benefit from the more robust
conditions in its can sheet business, which accounts for roughly
50% to 60% of sales.  Although Moody's does not expect that the
company will meaningfully reduce absolute debt levels over the
next twelve to fifteen months, the outlook reflects Moody's belief
that debt protection coverage ratios will continue to strengthen
as the company returns to a sustainable level of profitability.

Moody's last rating action on Novelis was Aug. 5, 2009, when the
company's senior unsecured ratings were downgraded to Caa1 from
B3.

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products.  For the twelve months ended
Sept. 30, 2009, the company had total shipments of approximately
2,725 kilotonnes and generated $8.2 billion in revenues.


NRG ENERGY: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which NRG Energy, Inc.,
is a borrower traded in the secondary market at 94.33 cents-on-
the-dollar during the week ended Friday, Dec. 18, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.36 percentage
points from the previous week, The Journal relates.  The Company
pays 175 basis points above LIBOR to borrow under the facility.
The bank loan matures on Feb. 1, 2013, and carries Moody's Baa3
rating and Standard & Poor's BB+ rating.  The debt is one of the
biggest gainers and losers among 170 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Headquartered in Princeton, NRG Energy, Inc., owns approximately
24,000 megawatts of generating facilities, primarily in Texas and
the northeast, south central and western regions of the US.  NRG
also owns generating facilities in Australia and Germany.


NYC OFF-TRACK BETTING: Deadline to Challenge Ch. 9 Petition Set
---------------------------------------------------------------
At the behest of New York City Off-Track Betting Corporation,
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York set January 4, 2010, as the deadline for
parties-in-interest to file objections under Section 921(c) of the
Bankruptcy Code to the Chapter 9 bankruptcy petition filed by NYC
Off-Track Betting.

In a separate order, Judge Glenn afforded NYC Off-Track Betting,
by virtue of its Chapter 9 petition, the protections of, inter
alia, Sections 362, 922, 365 and 904 of the Bankruptcy Code.

A hearing will be held on January 20, 2010, at 11:00 A.M. Eastern
Time to consider any timely filed and served objection to the
Chapter 9 Petition.  The deadline to file and serve any response
to an objection is seven calendar days before the hearing date.

The Bankruptcy Code under 11 U.S.C. Sec. 921(c), permits
objections to the Chapter 9 petition.  According to the U.S.
Federal Courts Web site, typically, objections concern issues like
whether negotiations have been conducted in good faith, whether
the state has authorized a debtor to file, and whether the
petition was filed in good faith. If an objection to the petition
is filed, the court must hold a hearing on the objection.  The
court may dismiss a petition if it determines that the debtor did
not file the petition in good faith or that the petition does not
meet the requirements of the Bankruptcy Code.

If the petition is not dismissed upon an objection, the Bankruptcy
Code requires the court to order relief, allowing the case to
proceed under Chapter 9.

                          Automatic Stay

Judge Glenn held that all entities -- including individuals,
partnerships, corporations and foreign or domestic governmental
units -- and all those acting for or on their behalf, are stayed,
restrained and enjoined from:

     (a) commencing or continuing, including the issuance or
         employment of process, any judicial, administrative or
         other action or proceeding against NYC OTB or against an
         officer of NYC OTB that was or could have been commenced
         before the commencement of the chapter 9 case or to
         recover a claim against NYC OTB or an officer of NYC OTB
         that arose before the commencement of the chapter 9 case;

     (b) the enforcement, against NYC OTB or against property of
         NYC OTB, of a judgment obtained before the commencement
         of the chapter 9 case;

     (c) any act to obtain possession of property of or from NYC
         OTB or of property from NYC OTB or to exercise control
         over property of NYC OTB;

     (d) any act to create, perfect or enforce any lien against
         property of NYC OTB;

     (e) any act to collect, assess or recover a claim against NYC
         OTB or against an officer of NYC OTB that arose before
         the commencement of the chapter 9 case; or

     (f) the setoff of any debt owing to NYC OTB that arose before
         the commencement of the chapter 9 case against any claim
         against NYC OTB.

Moreover, all entities are prohibited from modifying or
terminating any executory contract or unexpired lease of NYC OTB,
or any right or obligation under the contract or lease, at any
time after the commencement of NYC OTB's chapter 9 case solely
because of a provision in such contract or lease that is
conditioned on:

     (a) the insolvency or financial condition of NYC OTB at any
         time before the closing of the chapter 9 case; or

     (b) the commencement of NYC OTB's chapter 9 case.

All parties to any executory contracts or unexpired leases with
NYC OTB will continue to perform their obligations under the
contracts or leases until the contracts or leases are assumed or
rejected by NYC OTB or otherwise expires by their own terms.

The Court, however, is prohibited from issuing any stay, order, or
decree, in the chapter 9 case or otherwise that would interfere
with (a) any of the political or governmental powers of NYC OTB;
(b) any of the property or revenues of NYC OTB, or (c) NYC OTB's
use or enjoyment of any income-producing property, unless NYC OTB
consents or the plan so provides.

                           About NYC OTB

New York City Off-Track Betting Corporation is a public benefit
corporation, which operates an off-track pari-mutuel betting
system on thoroughbred and harness horse races held at all 11 race
tracks located in New York State and certain race tracks located
outside of the State.  Since NYC OTB's inception in 1971, it has
made payments of nearly $2 billion to the State horse racing
industry, over $1.4 billion to New York City and nearly
$600 million to the State.  In 2008 alone, NYC OTB made statutory
contributions in an aggregate amount of $128.6 million to the
State horse racing industry, the State, the City, and other local
municipalities.  NYC OTB's operations are regulated by the State.

                       Chapter 9 Bankruptcy

NYC OTB filed for bankruptcy under Chapter 9 of the Bankruptcy
Code on December 3, 2009 (Bankr. S.D.N.Y. Case No. 09-17121).
Richard Levin, Esq., at Cravath, Swaine & Moore LLP, in New York,
serves as the Debtor's counsel.

At September 30, 2009, NYC OTB had $18,468,147 in total assets
against $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.

Raymond Casey, President and Chief Executive Officer of NYC OTB,
said in court papers that over time, higher mandatory
distributions required by the State Legislature, combined with
increases in the cost of operating in New York City, left NYC OTB
with no residual income to turn over to the City.  NYC OTB laid
off 17% of its management, closed underperforming branches,
reduced employees' overtime hours, surrendered a quarter of its
headquarters space, reduced supply purchases, decreased security
expenses and reduced energy costs -- resulting in nearly
$45 million of savings during the five-year period through the end
of the 2008 fiscal year.  While making the difficult decisions
needed to reduce operational costs, NYC OTB also launched a
campaign seeking to have the State Legislature rationalize the
flawed and burdensome legislative distribution scheme.


OEL INC: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: OEL, Inc.
        2308 Monroe
        Paducah, KY 42001

Bankruptcy Case No.: 09-42039

Chapter 11 Petition Date: December 18, 2009

Court: United States Bankruptcy Court
       Southern District of Illinois (Benton)

Judge: Theodor Albert

Debtor's Counsel: Edward Eytalis, Esq.
                  106 N Division
                  Carterville, IL 62918
                  Tel: (618) 985-2819
                  Email: eeytalis@verizon.net

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

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

According to the schedules, the Company has assets of $1,943,407
and total debts of $1,085,506.

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

             http://bankrupt.com/misc/ilsb09-42039.pdf


ONE COMMUNICATIONS: S&P Affirms Corporate Credit Rating at 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Burlington, Massachusetts-based competitive local exchange carrier
One Communications Corp., including the 'B' corporate credit
rating.  The outlook is stable.  S&P also removed the ratings from
CreditWatch, where they had been placed with negative implications
on Aug. 19, 2009, based on S&P's concerns that the company would
violate its bank credit facility covenants or that the cushion
would be very limited.

"The rating action reflects One Communications' improved liquidity
position following an amendment to its covenants, which should
provide it with sufficient cushion over the next year," said
Standard & Poor's credit analyst Allyn Arden.  As part of the
amendment, the total leverage covenant increased to 3.75x from
2.75x and the interest coverage covenant fell to 2.50x from 3.50x
until March 31, 2011, when the covenants tighten to the original
levels.  "Still," added Mr.  Arden, "revenue and cash flow will
likely remain under pressure in the near term given a weak
operating environment characterized by elevated churn and pricing
pressure as businesses reduce their telecom-related expenditures."


ONEIDA LTD: High Court Won't Review PBGC Claim Dispute
------------------------------------------------------
WestLaw reports that certiorari has been denied from a Second
Circuit decision that a Chapter 11 debtor-employer's obligation to
pay termination premiums to the Pension Benefit Guaranty
Corporation on a pension plan that was terminated during the
course of the bankruptcy did not arise until after the bankruptcy
proceeding was terminated by discharge or dismissal.  Thus, the
PBGC's right to recover the premiums was not in the nature of a
prepetition "claim" that was discharged by the debtor's plan.  In
determining the nature of the claim, the Court of Appeals looked
to the substantive non-bankruptcy law that gave rise to the
debtor's obligation, namely, the Special Rule of the Deficit
Reduction Act, which had amended the Employee Retirement Income
Security Act.  The debtor's petition for certiorari questioned
whether bankruptcy law controls whether a contingent claim in a
bankruptcy proceeding is a "prepetition" claim subject to
compromise or discharge, as held by the Fourth, Fifth, Seventh,
Ninth, Tenth, and Eleventh Circuits, or whether non-bankruptcy law
may provide the rule of decision, as held by the Third Circuit and
the Second Circuit below.  Under the Bankruptcy Code's broad
definition of "claim," the PBGC's right to termination premiums
was a "classic" prepetition contingent claim, the petition
asserted.  Oneida Ltd. v. Pension Ben. Guar. Corp., --- S.Ct. ----
, 2009 WL 3316342, 78 USLW 3239 (U.S.).  The case below is Pension
Ben. Guar. Corp. v. Oneida Ltd., 562 F.3d 154 (2d Cir. 2009).

Coverage of the Second Circuit's ruling appeared in the Troubled
Company Reporter on April 23, 2009, and coverage of Judge
Gropper's decision in the Bankruptcy Court appeared in the
Troubled Company Reporter on March 4, 2009.

                      About Oneida Ltd.

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI) --
http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.  The Company has
operations in the United States, Canada, Mexico, the U.K., and
Australia.

The Company and its eight affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case No.
06-10489).  On May 12, 2006, Judge Gropper approved the Debtors'
disclosure statement.  Their pre-negotiated plan of
reorganization was confirmed on Aug. 31, 2006.  The company
emerged from Chapter 11 on Sept. 15, 2006, as a privately held
company.


ORANGE COUNTY: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Orange County Motorsports, Inc.
        5251 W. Imperial Highway
        Los Angeles, CA 90045

Bankruptcy Case No.: 09-45902

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Lawrence Hart                                      09-45932

Chapter 9 Petition Date: December 18, 2009

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

Judge: Barry Russell

Debtor's Counsel: Michael S. Kogan, Esq.
                  Ervin Cohen & Jessup LLP
                  9401 Wilshire Blvd 9th Fl
                  Beverly Hills, CA 90212-2974
                  Tel: (310) 273-6333
                  Fax: (310) 859-2325
                  Email: mkogan@ecjlaw.com

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

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

The petition was signed by Lawrence Hart, the company's president.

Debtor's List of 19 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Shell                      trade                  $1,937

Tucker Rockey              trade                  $66,422

Western Powersports        trade                  $25,846

Parts Unlimited            trade                  $14,376

Scorpion                   trade                  $4,084

Southern Motorcycle Supply trade                  $1,271

Helmet House               trade                  $5,744

Sullivans                  trade                  $1,106

OFD                        trade                  $38

Gildemeister               trade                  $9,810

Fox                        trade                  $5,491

LoJack                     trade                  $1,050

Oakley                     trade                  $361

Venable LLC                trade                  $71,102
c/o Victor Danhi

Idearc                     trade                  $1,366

Reach Local                trade                  $4,750

Valley Publication         trade                  $1,221

Surewest Directories       trade                  $2,801

DEX Media                  trade                  $1,057


PAETEC HOLDING: CEO Arunas Discloses 5.9% Equity Stake
------------------------------------------------------
Arunas A. Chesonis, Chairman, President and Chief Executive
Officer of PAETEC Holding Corp., as of December 1, 2009, is the
beneficial owner of 8,536,787 shares of PAETEC Common Stock, which
represent roughly 5.9% of the shares of Common Stock outstanding
as of that date.

The shares of Common Stock beneficially owned include 8,015,752
outstanding shares held directly by Mr. Chesonis and 521,035
shares that are subject to outstanding options, all of which are
exercisable within 60 days of December 1, 2009.

                      About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

As of June 30, 2009, PAETEC had in service 223,311 digital T1
transmission lines, which represented the equivalent of 5,359,464
access lines, for over 47,000 business customers in a service area
encompassing 82 of the country's top 100 metropolitan statistical
areas.

At September 30, 2009, the Company had $1.44 billion in total
assets against $1.25 billion in total liabilities.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                          *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PAETEC HOLDING: Vice Chairman Aab Discloses 5.9% Equity Stake
-------------------------------------------------------------
Richard T. Aab, as of December 1, 2009, is the beneficial owner of
8,646,095 shares of PAETEC Holding Corp. Common Stock, which
represent roughly 5.9% of the shares of Common Stock outstanding
as of that date.  The shares of Common Stock beneficially owned
include:

     -- 3,541,789 outstanding shares held directly by Mr. Aab,
     -- 789,473 shares that are subject to an outstanding warrant
        which is exercisable within 60 days of December 1, 2009,
     -- 5,333 shares that are subject to options exercisable by
        Mr. Aab within 60 days of December 1, 2009, and
     -- 4,309,500 shares of Common Stock held by Melrich
        Associates, L.P., for which Mr. Aab and his wife are the
        sole general partners.

Mr. Aab has served as Vice Chairman of the Board of Directors of
PAETEC Holding since February 2007.

                      About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

As of June 30, 2009, PAETEC had in service 223,311 digital T1
transmission lines, which represented the equivalent of 5,359,464
access lines, for over 47,000 business customers in a service area
encompassing 82 of the country's top 100 metropolitan statistical
areas.

At September 30, 2009, the Company had $1.44 billion in total
assets against $1.25 billion in total liabilities.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                          *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PALM INC: Reports $81.92 Million Net Loss for Nov. 30 Quarter
-------------------------------------------------------------
Palm, Inc., reported a net loss of $81.92 million for the fiscal
second quarter ended November 30, 2009, from a net loss of
$506.17 million for the year ago period.  Palm reported a net loss
of $243.02 million for the six months ended November 30, 2009,
from a net loss of $545.6 million for the year ago period.

Revenues were $78.11 million for the three months ended
November 30, 2009, from $191.61 million for the year ago period.
Revenues were $146.11 million for the six months ended
November 30, 2009, from $558.47 million for the year ago period.

The results include the effects of subscription accounting applied
to Palm(R) webOS(TM) products as required by GAAP.(1)  In
accordance with this methodology, revenues and direct cost of
revenues for Palm webOS products (currently Palm Pre(TM) and Palm
Pixi(TM) smartphones) are deferred and recognized over the
products' estimated economic lives.

"We are continuing to execute strongly against our long-term
strategy with the delivery of Palm Pixi, the new carrier launches
completed this quarter, and the upcoming opening of Palm's full
developer program," said Jon Rubinstein, Palm's chairman and chief
executive officer.  "We're still in the early stages of a long
race, and we're energized by the opportunity to compete in this
exciting market.  We remain confident that Palm's innovative
product design capabilities, integrated cloud services and the
differentiated and delightful Palm webOS experience will provide
the foundation for our sustained success."

The company shipped a total of 783,000 smartphone units during the
quarter, representing a 5% decrease from the first quarter of
fiscal year 2010 and a year-over-year increase of 41% compared to
the second quarter of fiscal year 2009.  Smartphone sell-through
for the second quarter was 573,000 units, down 29% from the first
quarter of fiscal year 2010 and down 4% year-over-year.

At November 30, 2009, Palm had total assets of $1.32 billion in
total assets against total current liabilities of $848.1 million;
long-term debt of $388.0 million; non-current deferred revenues of
$235.7 million; non-current tax liabilities of $6.28 million;
Series B redeemable convertible preferred stock of $270.4 million;
Series C redeemable convertible preferred stock of $17.8 million;
resulting in stockholders' deficit of $439.3 million.

The company's cash, cash equivalents and short-term investments
balance was $590.0 million at the end of the second quarter of
fiscal year 2010.  This includes net proceeds of roughly
$360 million from the company's public equity offering, which
closed on Sept. 23, 2009.  Cash from operations for the second
quarter of fiscal year 2010 was $16.7 million.

A full-text copy of Palm's earnings release is available at no
charge at http://ResearchArchives.com/t/s?4bfa

                         About Palm Inc.

Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates
intuitive and powerful mobile experiences that enable consumers
and businesses to connect to their information in more useful and
usable ways.  Palm products are sold through select Internet,
retail, reseller and wireless operator channels, and at the Palm
online store at http://www.palm.com/store


PARAMOUNT RESOURCES: Moody's Expects Adequate Liquidity in 2010
---------------------------------------------------------------
Moody's Investors Service expects that Paramount Resources Ltd.
(Caa1, stable) should have adequate liquidity in 2010 despite weak
natural gas prices and poor industry fundamentals of the North
American natural gas industry.

The last rating action on Paramount was on October 23, 2007, when
Moody's upgraded the company's senior secured notes to Caa1 (from
Caa2) and affirmed its Caa1 Corporate Family Rating.

Paramount Resources Ltd. is a Calgary, Alberta based exploration
and production company that produced approximately 12,000 barrels
of oil equivalent per day (net) in the third quarter of 2009 with
principal properties located in Alberta, the Northwest
Territories, British Columbia, Montana, and North Dakota.


PEOPLES FIRST COMMUNITY: Closed; Hancock Bank Assumes All Deposits
------------------------------------------------------------------
Peoples First Community Bank, Panama City, Florida, was closed
December 18 by the Office of Thrift Supervision, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with Hancock Bank, Gulfport, Mississippi, to assume all
of the deposits of Peoples First Community Bank.

The 29 branches of Peoples First Community Bank will reopen during
normal business hours beginning Saturday as branches of Hancock
Bank.  Depositors of Peoples First Community Bank will
automatically become depositors of Hancock Bank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers should continue to use
their existing branch until they receive notice from Hancock Bank
that it has completed systems changes to allow other Hancock Bank
branches to process their accounts as well.

As of September 30, 2009, Peoples First Community Bank had
approximately $1.8 billion in total assets and $1.7 billion in
total deposits.  The Hancock Bank will pay the FDIC a premium of
one percent to assume all of the deposits of Peoples First
Community Bank.  In addition to assuming all of the deposits of
the failed bank, Hancock Bank agreed to purchase approximately
$1.6 billion of the failed bank's assets.  The FDIC retained the
remaining assets for later disposition.

The FDIC and Hancock Bank entered into a loss-share transaction on
approximately $1.4 billion of Peoples First Community Bank's
assets.  Hancock Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-523-8177.  At that time the toll-free
number will resume its normal hours.

Interested parties also can visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/peoplesfirst-fl.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $556.7 million.  Hancock Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  Peoples First Community Bank is the
135th FDIC-insured institution to fail in the nation this year,
and the fourteenth in Florida.  The last FDIC-insured institution
closed in the state was Republic Federal Bank, N.A., Miami, on
December 11, 2009.


PENN TRAFFIC: Delays Filing of Form 10-Q for Period Ended Oct. 31
-----------------------------------------------------------------
The Penn Traffic Company says its Form 10-Q report for the quarter
ended October 31, 2009, cannot be filed by the filing deadline
without unreasonable effort or expense.

The Company says this is because of the extraordinary and critical
demands that filings with the Bankruptcy Court and related matters
have placed on the time and attention of the Company's senior
management and staff.

The Company however discloses that it intends to file, under cover
of a current report on Form 8-K, copies of the periodic financial
reports that are required to be filed with the Bankruptcy Court
under Rule 2015 of the Federal Rules of Bankruptcy Procedure
within 4 business days of the date they are due to be filed with
the Bankruptcy Court.  The Company believes these monthly
financial reports will provide relevant current information to its
stockholders regarding the Company's financial condition and
results of operations.

            Anticipated Change in Results of Operations

The Company discloses that its results of operations during the
fiscal quarter ended October 31, 2009, were adversely effected by
declines in same store sales, customer counts, and average items
sold per shopping order, and increased workers compensation and
pension costs.  The Company's revenues for the fiscal quarter and
year to date ended October 31, 2009, decreased to $198.1 million
and $607.0 million, respectively, from $214.8 million and
$655.2 million for the fiscal quarter and year to date ended
November 1, 2008.

The Company's operating loss for the fiscal quarter and year to
date ended October 31, 2009, increased to $4.8 million and
$17.0 million, respectively, from $3.0 million and $13.3 million
for the fiscal quarter and year to date ended November 1, 2008.
The Company's net loss for the fiscal quarter and year to date
ended October 31, 2009, increased to $6.4 million and
$23.0 million, respectively, from $5.6 million and $21.4 million
for the fiscal quarter and year to date ended November 1, 2008.

             Financial Condition as of August 1, 2009

At August 1, 2009, the Company's consolidated balance sheets
showed $157.9 million in total assets, $138.3 million in total
liabilities, and $19.6 million in total stockholders' equity.

The Company reported a net loss of $7.3 million on revenues of
$208.8 million for the three months ended August 1, 2009, and a
net loss of $16.6 million on revenues of $408.9 million for the
nine months ended August 1, 2009.

A full-text copy of the Company's quarterly report for the three
months ended August 1, 2009, is available for free at:

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

As reported in the Troubled Company Reporter on December 18, 2009,
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.

                  About The Penn Traffic Company

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.


PEP BOYS: S&P Changes Outlook to Positive; Affirms 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
rating outlook on Pep Boys--Manny, Moe & Jack to positive from
negative.  At the same time, S&P affirmed its 'B-' corporate
credit rating, 'B+' bank loan rating, and 'B-' senior subordinated
note rating.  The recovery rating on the bank loan remains '1',
indicating S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.  The recovery rating on the
subordinated notes remains '3', indicating S&P's expectation for
meaningful (50%-70%) recovery in the event of a payment default.
S&P is also withdrawing S&P's preliminary 'B-' senior and 'CCC'
subordinated debt ratings on Pep Boys' universal shelf filing,
which has expired.  As of Oct. 31, 2009, Pep Boys had
approximately $308 million of debt outstanding.

The rating action reflects better-than-expected liquidity and
credit measures primarily because of favorable industry demand and
cost reduction initiatives," said Standard & Poor's credit analyst
Jerry Phelan.  S&P's ratings on Pep Boys--Manny, Moe & Jack
reflect the risks of operating in the highly competitive, low-
growth retail automotive parts/service industry, historically weak
and volatile performance, and a competitively disadvantaged store
base, which the company plans to partly remedy over time through
meaningful service store expansion.  The company's currently
adequate liquidity profile and substantial unencumbered property
only partially offset these risks.

Pep Boys operates in the retail automotive aftermarket parts and
vehicle service/maintenance industry, including the Do-It-Yourself
(DIY), Do-It-For-Me (DIFM), and commercial sales segments.
Competitive disadvantages faced by Pep Boys relative to top
competitors include a poorly clustered store base, including fewer
markets where the company has a dominant position, and oversized
stores, which translate into lower sales and profit per square
foot.  This has resulted in profit levels substantially below
industry leaders.  Continued expansion by top peers, including
AutoZone Inc. (BBB/Stable/A-2) and Advance Auto Parts Inc.
(BB+/Stable/--), could pressure Pep Boy's performance.  In
addition, while improved over the last year, the company's long-
term underperformance in the core DIY segment is reason for
concern, which could reemerge when economic conditions improve.


PERFORMANCE ANALYSIS: Case Summary & 10 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Performance Analysis, Inc.
        Post Office Box 3179
        Gardnerville, NV 89410

Bankruptcy Case No.: 09-15647

Chapter 11 Petition Date: December 9, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Debtor's Counsel: Louis Puccini, Jr., Esq.
                  PO Box 50700
                  Albuquerque, NM 87181-0700
                  Tel: (505) 255-0202
                  Email: pmlaw@puccinilaw.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/nmb09-15647.pdf

The petition was signed by Marianne Nave, LLC manager of the
Company.


PETTERS GROUP: Petters Scam Foundation Sues Star-Tribune
--------------------------------------------------------
Stop The Petters Scam Foundation, a Minnesota non-profit
corporation, today filed a lawsuit against the Star-Tribune
Company alleging breach of contract and related charges, and
against 30 unknown "Doe" defendants for interference with
contractual relations and related charges.

The Foundation's lawsuit asserts that the Star-Tribune "admittedly
was pressured by certain unidentified persons to abruptly stop the
publication" of a series of 15 advertisements that it had
contracted to publish.  Although the Star-Tribune agreed to run
all the ads and accepted payment for them, it "apparently
succumbed to pressure from as yet unknown powerful interests, and
breached a fully executed oral agreement and abandoned its
journalistic obligation to educate and enlighten its readers," the
lawsuit states.

"Ultimately, this lawsuit is about the value of free speech in
America," said Garrett Vail, president of the Foundation.  "The
Star-Tribune concedes that they received pressure to halt our ad
series.  The public has a right to learn what's been going on in
the handling of the Petters assets.  Somebody doesn't want us to
continue asking questions and raising embarrassing facts.  We
intend to identify who pressured the newspaper, and hold them and
the Star-Tribune accountable."

After running the first nine ads in the series, "the Star-Tribune
abruptly and unilaterally cancelled the remaining advertisements
based upon its contention that it had received complaints from
persons who it refused to identify, concerning the advertisements.
It further contended that it had not had the opportunity to
investigate the accuracy of the advertisements (even though it
knows that investigation of the content of advertisements is not a
role it assumes)," the lawsuit states.

"The Star-Tribune refused and failed to disclose what concerns had
been made concerning the advertisements, and did not recommend any
editing or clarification of the advertisements, or offer to accept
any proof of the accuracy of same.  Rather, it made the blanket
and unqualified statement that it would not permit any more
advertisements to be made concerning the Petters Saga by
Plaintiff, apparently because of the pressure it received from
certain unidentified persons to desist further publication of the
advertisements."

The lawsuit names 30 unidentified "Doe" defendants, and says that
"Plaintiff will move expeditiously to conduct discovery to
determine the identity of the responsible Doe defendants and to
promptly amend the Complaint to name such responsible defendants."

The lawsuit seeks damages from the Star-Tribune and the unknown
defendants.  The damages arise in part from the Foundation's lost
ability to publicize the planned airing of a $250,000 documentary
film about the Petters case.  The Star-Tribune's decision to halt
the advertising series resulted in the Foundation not being able
to air the documentary on any Minneapolis area network television
stations, the lawsuit states.

The Foundation is represented in the case by Minneapolis attorney
Dean Barkley, the law firm of Villaume and Schiek and by
nationally prominent First Amendment attorney Anthony Glassman.
Mr. Barkley, former United States Senator representing the State
of Minnesota and independent candidate for the U.S. Senate seat in
2008, is an associate in the law firm Villaume & Schiek, P.A. Mr.
Glassman in the past has obtained close to $10 million in jury
verdicts against the New York Times on behalf of the then-largest
shareholder of Santa Barbara Savings and Loan; won a $500,000
settlement on behalf of the founder of Seagate Technology against
the Consumer Attorneys of California; successfully defended
Playboy founder Hugh Hefner against personal defamation claims and
successfully sued Larry Flynt and Hustler Magazine for invasion of
privacy.

The Stop The Petters Scam Foundation was formed to raise public
awareness of the handling of the bankruptcy and receivership
proceedings involving companies and assets formerly owned by
convicted Ponzi Scheme operator Thomas Petters, and to seek a just
and fair resolution regarding the disposition of those assets.
The Foundation's advertising series raised questions about the
handling of the Petters assets, and related issues.

                About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., and
Petters Group Worldwide, LLC, filed separate petitions for Chapter
11 relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


PETTERS GROUP: Star Tribune Sued Over Anti-Petters Ad Contract
--------------------------------------------------------------
Stop The Petters Scam Foundation, a Minnesota non-profit
corporation, on December 17 filed a lawsuit against the Star
Tribune Company alleging breach of contract and related charges,
and against 30 unknown "Doe" defendants for interference with
contractual relations and related charges.

The Foundation's lawsuit asserts that the Star-Tribune "admittedly
was pressured by certain unidentified persons to abruptly stop the
publication" of a series of 15 advertisements that it had
contracted to publish.  Although the Star-Tribune agreed to run
all the ads and accepted payment for them, it "apparently
succumbed to pressure from as yet unknown powerful interests, and
breached a fully executed oral agreement and abandoned its
journalistic obligation to educate and enlighten its readers," the
lawsuit states.

"Ultimately, this lawsuit is about the value of free speech in
America," said Garrett Vail, president of the Foundation.  "The
Star-Tribune concedes that they received pressure to halt our ad
series.  The public has a right to learn what's been going on in
the handling of the Petters assets.  Somebody doesn't want us to
continue asking questions and raising embarrassing facts.  We
intend to identify who pressured the newspaper, and hold them and
the Star-Tribune accountable."

After running the first nine ads in the series, "the Star-Tribune
abruptly and unilaterally cancelled the remaining advertisements
based upon its contention that it had received complaints from
persons who it refused to identify, concerning the advertisements.
It further contended that it had not had the opportunity to
investigate the accuracy of the advertisements (even though it
knows that investigation of the content of advertisements is not a
role it assumes)," the lawsuit states.

"The Star-Tribune refused and failed to disclose what concerns had
been made concerning the advertisements, and did not recommend any
editing or clarification of the advertisements, or offer to accept
any proof of the accuracy of same. Rather, it made the blanket and
unqualified statement that it would not permit any more
advertisements to be made concerning the Petters Saga by
Plaintiff, apparently because of the pressure it received from
certain unidentified persons to desist further publication of the
advertisements."

The lawsuit names 30 unidentified "Doe" defendants, and says that
"Plaintiff will move expeditiously to conduct discovery to
determine the identity of the responsible Doe defendants and to
promptly amend the Complaint to name such responsible defendants."


The lawsuit seeks damages from the Star-Tribune and the unknown
defendants. The damages arise in part from the Foundation's lost
ability to publicize the planned airing of a $250,000 documentary
film about the Petters case.  The Star-Tribune's decision to halt
the advertising series resulted in the Foundation not being able
to air the documentary on any Minneapolis area network television
stations, the lawsuit states.

The Foundation is represented in the case by Minneapolis attorney
Dean Barkley, Esq., the law firm of Villaume and Schiek and by
nationally prominent First Amendment attorney Anthony Glassman,
Esq..  Mr. Barkley, former United States Senator representing the
State of Minnesota and independent candidate for the U.S. Senate
seat in 2008, is an associate in the law firm Villaume & Schiek,
P.A. Mr. Glassman in the past has obtained close to $10 million in
jury verdicts against the New York Times on behalf of the then-
largest shareholder of Santa Barbara Savings and Loan; won a
$500,000 settlement on behalf of the founder of Seagate Technology
against the Consumer Attorneys of California; successfully
defended Playboy founder Hugh Hefner against personal defamation
claims and successfully sued Larry Flynt and Hustler Magazine for
invasion of privacy.

The Stop The Petters Scam Foundation was formed to raise public
awareness of the handling of the bankruptcy and receivership
proceedings involving companies and assets formerly owned by
convicted Ponzi Scheme operator Thomas Petters, and to seek a just
and fair resolution regarding the disposition of those assets. The
Foundation's advertising series raised questions about the
handling of the Petters assets, and related issues.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the state of Minnesota and published seven days each week in an
edition for the Minneapolis-Saint Paul metropolitan area.

The Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-10244).  Attorneys at Davis Polk &
Wardwell, represented the Debtors in their restructuring effort.
Blackstone Advisory Services L.P. served as financial advisor.
The Garden City Group, Inc., served as noticing and claims agent.
Attorneys at Lowenstein Sandler PC, represented the official
committee of unsecured creditors.  In its bankruptcy petition,
Star Tribune listed assets and debts between $100 million and
$500 million each.

                           *     *     *

Citing The Wall Street Journal, the Troubled Company Reporter on
October 19, 2009, said turnaround expert Joseph A. Bondi
speculated the Star Tribune might file for another Chapter 11
bankruptcy protection.  As reported by the TCR on September 30,
2009, The Star Tribune said it has emerged from bankruptcy
September 28 with new ownership and reduced debt.  The Star
Tribune is now primarily owned by its senior secured lenders, who
hold approximately 95% of the stock.  The Company's debt is
$100 million, down from $480 million on January 15, 2009, the date
it commenced its Chapter 11 restructuring.

                   About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Thomas Joseph Petters.  The group is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., and
Petters Group Worldwide, LLC, filed separate petitions for Chapter
11 relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on October 6, 2008,
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.

The TCR on December 7, 2009, said the U.S. Department of Justice
announced that a federal trial jury convicted Mr. Petters of
orchestrating a $3.65 billion Ponzi scheme.  The verdict followed
a month-long trial before U.S. District Court Judge Richard H.
Kyle in the U.S. Courthouse in St. Paul, Minn.  Mr. Petters, who
was originally indicted in December 2008, was found guilty of 10
counts of wire fraud, three counts of mail fraud, one count of
conspiracy to commit mail and wire fraud, one count of conspiracy
to commit money laundering and five counts of money laundering.


PHOENIX EQ HOLDING: Files for Chapter 11 Bankruptcy
---------------------------------------------------
Greeneville Sun reports that Phoenix EQ Holding Co. Inc. has filed
a Chapter 11 bankruptcy in the U.S. Bankruptcy Court.  A meeting
of creditors is set for Dec. 21, 2009, at 11:00 a.m., which will
be conducted by Patricia Foster, attorney for the U.S. Trustee
Richard Clippard.

The Company says it owes $1,275,131 to Donald and Colleen
Jamieson; $321,988, Baker Donelson Bearman; $250,000, William E.
Burns; $250,000, Christopher Suchy.

Phoenix EQ Holding Co. Inc. formerly owns EcoQuest International
that makes air and water purifiers.


PILGRIM'S PRIDE: Amends and Assumes Key Equipment Leases
--------------------------------------------------------
Pilgrim's Pride Corp. and its units sought and obtained the
Court's authority to amend their Leases and Schedules with Key
Equipment Finance and assume those Leases and Schedules, as
amended.

Prior to the Petition Date, the Debtors and Key Equipment Finance
entered into, various lease agreements and schedules pursuant to
which Key leased various equipment to PPC.  The equipment
consists of important and necessary processing and transportation
equipment.

Prior to the Petition Date, the Debtors did not make certain
payments to Key when due and owing under the Key Leases and
Schedules.  The Debtors also did not make certain postpetition
payments due and owing under the Key Leases and Schedules.  The
aggregate sum of the Prepetition Missed Payments and the
Postpetition Missed Payments is approximately $1,394,414,
exclusive of property tax and late charges.

The Parties have entered into a proposal letter to amend the Key
Leases and Schedules and for the Debtors to assume the Key Leases
and Schedules, as amended, provides in part:

* The Key Leases and Schedules will be assumed, as amended;

* The Prepetition Missed Payments will be placed to the end of
   the Key Leases and Schedules by extending the term for two to
   three months;

* Key will maintain its current return on each Key Lease and
   Schedule resulting in a slight increase to monthly rental
   payments;

* For any Key Lease and Schedule that has matured or is due to
   mature by January 1, 2010, the Parties 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;

* All postpetition pre-closing rental payments and property tax
   will be paid to Key upon closing;

* All other defaults must be paid upon assumption;

* The transaction must close, the court order approving
   assumption entered, and the Key Leases and Schedules assumed
   on or before December 11, 2009; and

* The Key Leases and Schedules will contain cross-default and
   cross collateral provisions with each other.

                    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: Objection to Treasury-IRS Claims
-------------------------------------------------
The Department of the Treasury - Internal Revenue Service filed
Claim No. 1277 listing several different unsecured priority
claims for different types of taxes arising over several
different tax periods.  Through Claim No. 1277, the IRS asserts
(i) two unsecured priority claims against Pilgrim's Pride
Corporation "CORP-INC" for $19,062,940 each for the tax periods
ended September 2003, and September 2008; (ii) two unsecured
priority claims against PPC for "WH FED INC" for $1,000 for the
tax periods ended December 31, 2002, and December 31, 2008; (iii)
one unsecured priority claim against PPC for "WT FICA" for $2,673
in tax and $611 in interest for the tax period ended December 31,
2005; (iv) one unsecured priority claim against PPC for "WT-FICA"
for $2,720,263 for the tax period ended December 31, 2008; and
(v) one unsecured priority claim against PPC for "FUTA" for
$149,087 for the tax period ended December 31, 2008.  In all, on
Claim No. 1277 the IRS asserts seven unsecured priority claims
against PPC that total, in the aggregate, $41,000,516.

On Claim No. 1277, the IRS also asserts an unsecured general
claim for $267 for "[p]enalty to date of petition on unsecured
priority claims (including interest thereon)."

On April 22, 2009, the IRS filed Claim No. 2696 under which it
(i) withdrew its claim for "WH FED INC" for the tax period ended
December 31, 2008, and (ii) reduced the amount of its claims
against PPC for (a) "WT-FICA" for the tax period ended
December 31, 2008, and (b) "FUTA" for the tax period ended
December 31, 2008, to zero.  After these changes, the IRS
effectively asserted four unsecured priority claims against PPC
that totaled, in the aggregate, $38,130,165.  Rather than reducing
the amount of its General Unsecured Claim, the IRS increased the
amount of the claim by $420,240, so that its General Unsecured
Claim then totaled $420,507.

Claim No. 2696, according to the Debtors, is duplicated by Claim
No. 3188, which was also filed on or about April 22, 2009.

On May 5, 2009, the IRS filed Claim No. 2695, and it includes
three new unsecured priority claims.  The last four digits of the
taxpayer identification number of the taxpayer against whom each
new claim is asserted -- "3666" -- are the last four digits of
Golden Kist, Inc.'s taxpayer identification number.  Thus, in
this amendment the IRS asserts three new unsecured priority
claims against GK Inc for "CORP-INC" for (i) $16,129,932 in tax
and $2,770,172 in interest, for the tax period ended June 30,
2005, (ii) $14,815,175 in tax and $3,519,514 in interest, for the
tax period ended September 30, 2005, and (iii) $8,960,929 in tax
and $1,331,634 in interest, for the tax period ended
September 30, 2006.  These three unsecured priority claims are
collectively referred to as the "GK Inc Claims" and they total,
in the aggregate, $47,572,357.  The addition of the GK Inc Claims
was the only change made to the IRS' claims by this amendment.
Thus, after the addition of the GK Inc Claims, the IRS' unsecured
priority claims asserted against PPC and GK Inc totaled, in the
aggregate, $85,657,522.  Each GK Inc Claim lists "Exam" under the
column that notes the date the tax was assessed.  The IRS had
just begun to audit GK Inc's tax periods ended during 2005 and
2006 when the IRS filed amended Claim No. 2695 and asserted
claims against GK Inc for those tax periods.  Claim No. 2695 is
duplicated by Claim No. 3317, which was also filed on or about
May 5, 2009.

On or about August 10, 2009, the IRS filed yet another amended
proof of claim, which is numbered 5999.  In this amendment, the
IRS withdrew its unsecured priority claim against PPC for "CORP-
INC" for $19,062,940 for the tax period ended September 30, 2008.
This was the only change made to the IRS' claims by this
amendment.  As a result of this amendment the IRS' unsecured
priority claims asserted against PPC and GK Inc totaled
$66,594,582.  Claim No. 5999 is duplicated by Claim No. 6066,
which was also filed on or about August 10, 2009.

On or about August 24, 2009, the IRS filed a new proof of claim
numbered 6169.  This proof of claim includes one new unsecured
priority claim for "INCOME" for $54,107,362 in tax and
$14,521,531 in interest for the tax period ended June 2004.  The
last four digits of the taxpayer identification number of the
taxpayer against whom the New Priority Claim is asserted --
"5560" -- are the last four digits of GK Co-op's taxpayer
identification number.  By asserting the New Priority Claim
against GK Co-op after the Bar Date, the IRS more than doubled
the aggregate total amount of its previously asserted unsecured
priority claims, so that such claims now totaled, in the
aggregate, $135,223,475.

In addition, as part of Claim No. 6169, the IRS increased its
Unsecured General Claim by $10,821,472, which is more than 25
times the amount of its previously asserted Unsecured General
Claim, so that the Unsecured General Claim asserted in claim
number 6169 totals $11,241,979.

On or about September 15, 2009, the IRS filed a new proof of
claim numbered 6170.  In this proof of claim, the IRS withdrew
its claims against (a) PPC for "WT-FICA" for the tax period ended
December 31, 2008, and "FUTA" for the tax period ended
December 31, 2008, and (b) Gold Kist for "WH FED INC" for the tax
period ended December 31, 2002.  This reduced the aggregate total
of the IRS' unsecured priority claims by $1,000, so that the
aggregate total of those claims that are asserted in Claim No.
6170 is $135,222,475.  The IRS also reduced the amount of its
General Unsecured Claim by $420,240 so that the General Unsecured
Claim asserted in Claim No. 6170 totals $10,821,739.  These were
the only changes made to the IRS' claims by this proof of claim.
Claim No. 6170 is duplicated by Claim No. 6195, which was also
filed on or about September 15, 2009.

In their 33rd omnibus objection to claims, the Debtors ask the
Court:

  (a) to disallow Claim Nos. 5999 and 6169 because these claims
      have been amended multiple times, the latest version of
      which is Claim No. 6170;

  (b) to disallow Claim Nos. 6066 and 6195 because Claim No.
      6066 is duplicative of Claim No. 5999 and Claim No. 6195
      is duplicative of Claim No. 6170;

  (c) to disallow the portion of Claim No. 6170 seeking payment
      totaling $79,030,124 because these portions of the claim
      are untimely because they relate to a tax period, a
      taxpayer and type of tax not included on a claim filed
      before the Bar Date; and

  (d) to disallow these claims because they are not liable for
      these claims:

         Claim No.         Claim Amount
         ---------         ------------
           5999                $420,507
           5999             $66,594,582
           6066                $420,507
           6066             $66,594,582
           6169             $11,241,979
           6169            $135,223,475
           6170             $10,821,739
           6195             $10,821,739
           6195            $135,222,475

                    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 PNC Equipment Leases
-----------------------------------------------------
Pilgrim's Pride Corp. and its units seek the Court's authority to
amend their leases with PNC Equipment Finance LLC, and assume
those Leases and Schedules, as amended.

Prior to the Petition Date, the Debtors and PNC Equipment Finance
LLC entered into various lease agreements and schedules pursuant
to which PNC leased various equipment to PPC.  The equipment
consists of important and necessary processing equipment and
transportation equipment.

The PNC Leases and Schedules, according to David W. Parham, Esq.,
at Baker & McKenzie LLP in Dallas, Texas, are vital to the
Debtors' business.  The PNC leases and Schedules are the product
of a, longstanding relationship between the Debtors and PNC.  A
suitable alternative is not available, Mr. Parham stresses.

Mr. Parham tells the Court that the Debtors did not make certain
postpetition payments and owing under the PNC Leases and
Schedules.

The Debtors and PNC have agreed to a proposal letter to amend the
PNC Leases and Schedules and for the Debtors to assume the PNC
Leases and Schedules as amended.

The proposal letter provides, among others, that:

* the PNC Leases and Schedules will be assumed, as amended;

* the Postpetition Missed Payments will be placed to the end if
   the PNC Leases and Schedules by extending the term for
   approximately two months;

* PNC will maintain its current return on each PNC Leases and
   Schedules resulting in a slight increase to monthly rental
   payments;

* For any PNC Lease and Schedule that has matured or is due to
   mature by December 31, 2009, the Debtors will buy-out the
   lease schedule based upon the calculated buy-out amount
   agreed to by the Parties;

* 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 the
   assumption entered, and the PNC Leases and Schedules assumed
   on of before December4 31, 2009; and

* the Debtors will release PNC from all claims and causes of
   action related to the PNC Leases and Schedules and lease
   transactions, and all claims and causes of action arising
   from 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.


PROTOSTAR LTD: Precluded From Repaying Debt after Sale
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that ProtoStar Ltd. was
precluded by the bankruptcy judge from repaying anything other
than $5.9 million in financing from proceeds of the sale of the
first satellite that commanded a $210 million price at auction.
The bankruptcy judge also denied so-called stalking horse status
to an affiliate of SES SA, which was offering $185 million for the
second satellite.

Global satellite operator SES S.A. (Paris:SESG) (LuxX:SESG)
announced last week its SES Satellite Leasing business unit in the
Isle of Man was selected as the successful bidder in the public
auction for the Protostar 2 satellite with a US$185 million, all
cash offer.

As reported by the TCR on Nov. 12, ProtoStar has won approval to
sell the ProtoStar I satellite and related equipment for $210
million to an affiliate of Intelstat Holdings Ltd.

The Official Committee of Unsecured Creditors has a suit pending
where it contends security interests in the satellites weren't
perfected.  One of the lawsuit dispute the validity of the liens
securing aUS$10 million working capital loan and US$183 million in
12.5% and 18% secured notes.  The other lawsuit wants to void a
$242 million security interest underpinning the so-called Credit
Suisse facility.

If the Creditors Committee wins the lawsuits, the lenders would
have an unsecured creditor status and they won't be paid ahead of
other creditors.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.  In their
petition, the Debtors listed between US$100 million and US$500
million each in assets and debts.  As of December 31, 2008,
ProtoStar's consolidated financial statements, which include non-
debtor affiliates, showed total assets of US$463,000,000 against
debts of US$528,000,000.


RED ROCKET: Sec. 341 Creditors Meeting Set for Jan. 27
------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of Red
Rocket Fireworks, Inc.'s creditors on January 27, 2010, at 2:00
p.m. at Jury Assembly Room, 222 North John Q Hammons Pkwy,
Springfield, MO.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Rock Hill, South Carolina-based Red Rocket Fireworks, Inc., filed
for Chapter 11 bankruptcy protection on December 11, 2009 (Bankr.
W.D. Mo. Case No. 09-62800).  Raymond I. Plaster, Esq., who has an
office in Springfield, Missouri, 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.


RED ROCKET: Taps Raymond I Plaster as Bankruptcy Counsel
--------------------------------------------------------
Red Rocket Fireworks, Inc., has sought permission from the U.S.
Bankruptcy Court for the Western District of Missouri to employ
Raymond I. Plaster, P.C., as bankruptcy counsel.

Raymond I. Plaster will, among other things:

     (a) give Debtor legal advice with respect to the powers and
         duties in the recovery and continued operation of the
         business and management of affairs; and

     (b) prepare on behalf of Debtor all necessary petitions,
         orders, reports and other pleadings and legal papers;
         and;

     (c) perform other legal services for Debtor which may be
         necessary in connection with Debtor's proposed plan of
         arrangement in the pending Chapter 11 proceeding; and it
         is necessary for Debtor to employ an attorney to render
         such professional services.

The Debtor will pay Raymond I. Plaster $275 per hour for its
services, while paralegals will be paid at $100 per hour.

Raymond I. Plaster at Raymond I. Plaster, P.C., assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Rock Hill, South Carolina-based Red Rocket Fireworks, Inc., filed
for Chapter 11 bankruptcy protection on December 11, 2009 (Bankr.
W.D. Mo. Case No. 09-62800).  Raymond I. Plaster, Esq., who has an
office in Springfield, Missouri, 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.


RITE AID: Posts $83.8 Million Net Loss for November 28 Quarter
--------------------------------------------------------------
Rite Aid Corporation reported a net loss of $83.862 million for
the 13 weeks ended November 28, 2009, from a net loss of $243.125
million for the 13 week period ended November 29, 2008.  Revenues
were $6.352 billion for the 13 weeks ended November 28, 2009, from
$6.468 billion for the 13 weeks ended November 29, 2008.  Revenues
declined 1.8%, primarily as a result of store closings and a
decline in front-end same store sales.

Rite Aid reported a net loss of $83.862 million for the 13 weeks
ended November 28, 2009, from a net loss of $243.125 million for
the 13 week period ended November 29, 2008.  Revenues were $19.205
billion for the 39 weeks ended November 28, 2009, from $19.581
billion for the 39 weeks ended November 29, 2008.

At November 28, 2009, the Company had $8.597 billion in total
assets against $10.076 billion in total liabilities, resulting in
stockholders' deficit of $1.478 billion.

Third Quarter Highlights:

     -- Both pharmacy same store sales and the number of
        prescriptions filled continued to increase by 0.4% and
        1.5%, respectively.  A 227 basis point increase in generic
        dispensing year over year negatively impacted sales.

     -- Significant reduction in selling, general and
        administrative expenses as a percent of sales continued
        with SG&A 119 basis points lower than last year's third
        quarter.

     -- FIFO inventory was $268.8 million lower year over year.

     -- Liquidity remained strong with a total of $903.2 million
        of availability from the company's credit facility and
        invested cash.

"Our results demonstrate the significant progress we've made to
strengthen our company since last year's third quarter.  Liquidity
at the end of the quarter more than doubled, and we've refinanced
all of our 2010 debt maturities to give more time for our growth
initiatives to work," said Mary Sammons, Rite Aid chairman and
CEO.  "Congratulations to our team for the great job they did once
again growing prescriptions, reducing expenses and controlling
inventory, which helped offset difficult front end sales in this
tough retail economy and continued pressure on pharmacy margins."

Same store sales for the quarter decreased 0.5% over the prior 13-
week third quarter consisting of a 2.5% decrease on the front end
and a 0.4% increase in pharmacy.  The number of prescriptions
filled increased 1.5%.  Prescription sales accounted for 68.6% of
total drugstore sales, and third party prescription revenue was
96.2% of pharmacy sales.

Lower charges related to store closings and impairment, lower LIFO
expense and the absence of a tax valuation allowance in this
year's third quarter contributed to the decrease in net loss.

Adjusted EBITDA was $254.2 million or 4.0% of revenues compared to
$259.6 million or 4.0% of revenues for the like period last year.
Improvement in SG&A offset most of the decrease in gross profit
caused by the decline in sales and gross margin rate.  Adjusted
EBITDA for the prior year third quarter reflects a $7.6 million
reclassification of accounts receivable securitization fees as
interest expense to make it comparable to the current period.

In the third quarter, the company opened 3 stores, relocated 13
stores, remodeled 3 stores and closed 14 stores. Stores in
operation at the end of the third quarter totaled 4,801.

In October Rite Aid refinanced its first and second lien accounts
receivable securitization facilities due September 2010,
completing the refinancing of all of its September 2010 debt
maturities.  The company now has no major debt maturities until
September 2012.

With only the fourth quarter of fiscal 2010 left to report, Rite
Aid has narrowed our fiscal 2010 guidance for total sales, same
store sales, adjusted EBITDA and net loss and reduced guidance for
capital expenditures.  Rite Aid continues to expect total sales to
be between $25.6 billion and $25.9 billion.  Same stores sales are
expected to range from a decrease of 1.0% to an increase of 0.5%
over fiscal 2009.  Adjusted EBITDA is expected to be between $925
million and $975 million.  Net loss is now expected to be between
$413 million and $542 million or a loss per diluted share of $0.50
to $0.66.  Capital expenditures are expected to be $220 million.

A full-text copy of Rite Aid's earnings release is available at no
charge at http://ResearchArchives.com/t/s?4c00

                           *     *     *

Dow Jones Newswires' Tess Stynes and Kelly Nolan report Rite Aid
booked its 10th straight quarter of red ink.  Dow Jones relates
that Rite Aid Chairman and Chief Executive Mary Sammons said at
Thursday's conference call the Company has more than doubled its
liquidity from a year earlier and has refinanced all its debt
coming due next year.

"Even with the good news in our business, we remain cautious about
the business for the quarter we are now in," Ms. Sammons said in
the earnings call, according to Dow Jones.  "The timing of the
economic recovery remains as uncertain as it did last quarter, and
margin pressure will continue for both front end and pharmacy."

                          About Rite Aid

Camp Hill, Pennsylvania-based Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- is a drugstore chain with more than
4,800 stores in 31 states in the U.S. and the District of Columbia
and fiscal 2009 annual revenues of more than $26.3 billion.


RITE AID: Extends McKesson Supply Agreement to April 1, 2013
------------------------------------------------------------
Rite Aid Corporation on December 10, 2009, entered into a Fourth
Amendment to its Supply Agreement dated December 22, 2003, as
amended by the First Amendment to the Supply Agreement dated
December 8, 2007; the Second Amendment to the Supply Agreement
dated November 7, 2008; and the Third Amendment to the Supply
Agreement dated February 1, 2009, with McKesson Corporation for
the supply by McKesson to the Company of prescription drugs and
other health and beauty care products and the provision of
services related thereto by McKesson to the Company.

The Agreement requires the Company to purchase from McKesson,
subject to certain exceptions, all of the Company's requirements
for brand name prescription drugs, as well as some generic
prescription drugs, for Company purchases for warehouse delivery.
The Agreement also requires the Company to purchase from McKesson,
subject to certain exceptions, all of the Company's requirements
for prescription drugs for Company purchases for direct store
delivery, i.e., that are not supplied to the Company's stores from
the Company's warehouses.

Pursuant to the Fourth Amendment, the Agreement has been renewed
for an additional term commencing on November 1, 2009 and ending
on April 1, 2013.  Pricing of  prescription drugs  under the
Agreement, as amended by the Fourth Amendment, continues to be
generally based on published wholesale acquisition cost, less
certain discounts, rebates and other adjustments that vary with
the type of products being purchased and services provided.

                          About Rite Aid

Camp Hill, Pennsylvania-based Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- is a drugstore chain with more than
4,800 stores in 31 states in the U.S. and the District of Columbia
and fiscal 2009 annual revenues of more than $26.3 billion.

At November 28, 2009, the Company had $8.597 billion in total
assets against $10.076 billion in total liabilities, resulting in
stockholders' deficit of $1.478 billion.

Rite Aid reported a net loss of $83.862 million for the 13 weeks
ended November 28, 2009, from a net loss of $243.125 million for
the 13 week period ended November 29, 2008 -- Its 10th straight
quarter in the red.  Rite Aid reported a net loss of $83.862
million for the 13 weeks ended November 28, 2009, from a net loss
of $243.125 million for the 13 week period ended November 29,
2008.


RITE AID: Launches Exchange Offer for 10.250% Notes Due 2019
------------------------------------------------------------
Rite Aid Corporation filed with the Securities and Exchange
Commission a registration statement and preliminary prospectus in
connection with its offer to exchange $270.0 million aggregate
principal amount of 10.250% Senior Secured Notes due 2019 for
$270.0 million aggregate principal amount of 10.250% Senior
Secured Notes due 2019 which have been registered under the
Securities Act of 1933, as amended.

Rite Aid has yet to fix the deadline for the exchange offer, but
the offer is expected to expire early in 2010, according to
documents filed with the SEC.

The terms of the new notes are substantially identical to those of
the outstanding old notes, except that the transfer restrictions
and registration rights relating to the old notes do not apply to
the new notes.

The exchange of old notes for new notes will not be a taxable
transaction for U.S. federal income tax purposes.

Rite Aid will not receive any proceeds from the exchange offer.

Rite Aid is making the exchange offer to satisfy holders'
registration rights, as a holder of the old notes.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?4c01

                          About Rite Aid

Camp Hill, Pennsylvania-based Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- is a drugstore chain with more than
4,800 stores in 31 states in the U.S. and the District of Columbia
and fiscal 2009 annual revenues of more than $26.3 billion.

At November 28, 2009, the Company had $8.597 billion in total
assets against $10.076 billion in total liabilities, resulting in
stockholders' deficit of $1.478 billion.

Rite Aid reported a net loss of $83.862 million for the 13 weeks
ended November 28, 2009, from a net loss of $243.125 million for
the 13 week period ended November 29, 2008 -- Its 10th straight
quarter in the red.  Rite Aid reported a net loss of $83.862
million for the 13 weeks ended November 28, 2009, from a net loss
of $243.125 million for the 13 week period ended November 29,
2008.


ROARING FORK LODGE: Case Summary & 4 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Roaring Fork Lodge, LLC
        570 Detriot Street
        Denver, CO 80206

Bankruptcy Case No.: 09-36638

Chapter 11 Petition Date: December 15, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: jsb@kutnerlaw.com

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

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

A list of the Company's 4 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/cob09-36638.pdf

The petition was signed by Patrick Henry, managing member of the
company.


ROBERT ANDREW LEEDY: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Robert Andrew Leedy
          aka Bob Leedy
        960 Allensville Rd.
        Sevierville, TN 37876

Bankruptcy Case No.: 09-36789

Chapter 11 Petition Date: December 14, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: C. Edwin Shoemaker, Esq.
                  Suite D-200, 9111 Cross Park Drive
                  Knoxville, TN 37923
                  Tel: (865) 470-4250
                  Email: cedshoe@kesinc.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 $1,875,110,
and total debts of $1,531,187.

A list of the Company's 6 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/tneb09-36789.pdf

The petition was signed by Mr. Leedy.


ROBERT LEE COLVIN: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Robert Lee Colvin
               Janice Knestout Colvin
               150 Mullar Lane
               Stevensville, MD 21666

Bankruptcy Case No.: 09-34678

Chapter 11 Petition Date: December 17, 2009

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

Debtors' Counsel: Tate M. Russack, Esq.
                  Russack Associate, LLC
                  100 Severn Avenue, Suite 101
                  Annapolis, MD 21403
                  Tel: (410) 505-4150
                  Fax: (410) 510-1390
                  Email: Tate@russacklaw.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 $1,443,475,
and total debts of $1,349,636.

A full-text copy of the Debtors' petition, including a list of
their 5 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mdb09-34678.pdf

The petition was signed by the Joint Debtors.


ROBERT PANOZZO: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Robert W. Panozzo
               Maryann A. Panozzo
               1130 South Seminary
               Park Ridge, IL 60068

Bankruptcy Case No.: 09-47721

Chapter 11 Petition Date: December 17, 2009

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

Judge: Carol A. Doyle

Debtors' Counsel: Gregory K. Stern, Esq.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  Email: gstern1@flash.net

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

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

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

             http://bankrupt.com/misc/ilnb09-47721.pdf

The petition was signed by the Joint Debtors.


ROCKBRIDGE COMMERCIAL: Closed; Payouts for Insured Deposits Okayed
------------------------------------------------------------------
The Federal Deposit Insurance Corporation approved the payout of
the insured deposits of RockBridge Commercial Bank, Atlanta,
Georgia.  The bank was closed December 18 by the Georgia
Department of Banking and Finance, which appointed the FDIC as
receiver.

The FDIC was unable to find another financial institution to take
over the banking operations of RockBridge Commercial Bank.  As a
result, checks to the retail depositors for their insured funds
will be mailed on Monday.  Brokered deposits will be wired once
brokers provide the FDIC with the necessary documents to determine
if any of their clients exceed the insurance limits.  Customers
who placed money with brokers should contact them directly for
more information about the status of their funds.

As of September 30, 2009, RockBridge Commercial Bank had
approximately $294.0 million in total assets and $291.7 million in
total deposits. At the time of closing, the bank had an estimated
$2.1 million in uninsured funds.  This amount is an estimate that
is likely to change once the FDIC obtains additional information
from these customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-1604.  Customers with accounts in
excess of $250,000 also should contact the toll-free number to set
up an appointment to discuss their deposits.  Due to the Christmas
Holiday, the toll-free number will not be operational between the
hours of 3 p.m., Thursday, December 24, and 8:00 a.m., Monday,
December 28.  At that time the toll-free number will resume its
normal hours.  Interested parties also can visit the FDIC's Web
site at http://www.fdic.gov/bank/individual/failed/rockbridge.html

Beginning on Monday, customers of RockBridge Commercial Bank with
deposits exceeding $250,000 at the bank may visit the FDIC's Web
page "Is My Account Fully Insured?" at
https://www2.fdic.gov/drrip/afi/index.asp

RockBridge Commercial Bank is the 134th FDIC-insured institution
to fail this year and the twenty-fifth in Georgia since The
Buckhead Community Bank, Atlanta, was closed on December 4, 2009.
The FDIC estimates the cost of the failure to its Deposit
Insurance Fund to be approximately $124.2 million.


ROOSEVELT UNION: Moody's Affirms 'Ba1' Rating on $1.6 Mil. Debt
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on Roosevelt
Union Free School District's (NY) $1.6 million of outstanding long
term general obligation debt.  Affirmation of the Ba1 reflects
improvements to the district's financial position through
extraordinary state aid enhancements and stronger expenditure
controls and continued efforts to stabilize operations during
several management transitions.  The rating also incorporates: (1)
significant oversight provided by the State of New York (G.O.
rated Aa3) beginning in March 2002 (2) the concrete steps that the
district and the state have taken to strengthen the district's
overall financial position; (3) the financial challenges that
remain, including maintaining reserves through likely reductions
in state aid given the current state financial and budget climate
and increases in pension contributions; combined with (4) the
district's high debt burden and modestly growing tax base with
below average wealth levels.

Moody's Ba1 rating reflects significant financial improvement and
expected future overall reserve stability resulting from strong
state oversight and monitoring.  The district's General Fund
balance deficit in fiscal 2007 was -$7.9 million or -12.8% of
revenues on an undesignated basis due to lack of voter approval of
local budgets, which required the district to operate within a
lower contingency budget, and the Board of Education's failure to
cut expenditures to operate within this constraint.  Since then,
the district's financial performance has improved through state
management oversight as well as an $8 million grant from the state
to eliminate the accumulated General Fund deficit.  Positive
financial operations ($5.8 million surplus) along with an
unbudgeted $6 million increase in the annual academic improvement
grant (AIG) enabled the district to amass a $14.6 million General
Fund balance or a healthy 17.7% of revenues.  The district
finished fiscal 2009 with a second consecutive operating surplus
($5.3 million), reflecting improved budget techniques and ongoing
financial monitoring under a new the fiscal management team.
While the district's financial position has improved due in large
part to state intervention, recent removal of on-site state
personnel presents some risk as the district transitions to more
autonomous management.  Future rating action will depend on the
district's ability to implement a multi-year financial plan and
financial policies that will maintain improved financial
flexibility and ensure longer term structural balance especially
in light of the state budget environment.

Key Statistics:

  -- 2000 population: 17,286
  -- 2009 full valuation: $1 billion
  -- 2009 full value per capita: $66,366
  -- Direct debt burden: 11.4%
  -- Overall debt burden: 13.1%
  -- Overall debt burden (adjusted): 3.1%
  -- Payout of principal (10 years): 25.9%

FY 2009 General Fund balance: $20 million (24.7% of General Fund
revenues)

  -- Median family income: $57,281 (110.8% of state)
  -- Per capita income: $17,609 (75.3% of state)
  -- Debt outstanding: $130 million

The last rating action was on the December 4, 2007, when the Ba1
rating was affirmed.


ROPER BROTHERS: Files for Chapter 11 Bankruptcy in Richmond
-----------------------------------------------------------
The Associated Press relates that Roper Brothers Lumber Co. filed
for Chapter 11 bankruptcy in the U.S. Bankruptcy Court in Richmond
and ceased all of its operations in Virginia.  The Company listed
assets and liabilities of between $10 million and $50 million.
The board of directors voted to file for bankruptcy while the
Company reorganizes.

Based in Virginia, Roper Brothers Lumber Co. operates a lumber
company.


SARATOGA FOOD GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Saratoga Food Group - Omni 2, LLC
        5201 Mercury Blvd. West
        Hampton, VA 23666

Bankruptcy Case No.: 09-75130

Debtor-affiliates filing separate Chapter 11 petition November 6,
2009:

        Entity                                     Case No.
        ------                                     --------
Saratoga Food Group LLC                            09-74675

Debtor-affiliates filing separate Chapter 11 petitions
December 10, 2009:

        Entity                                     Case No.
        ------                                     --------
Saratoga Food Group Omni I, LLC                    09-75121
Saratoga Food Group Omni 10, LLC                   09-75127
Saratoga Food Group Omni 5, LLC                    09-75136

Chapter 11 Petition Date: December 10, 2009

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

Judge: Frank J. Santoro

Debtor's Counsel: Michael P. Cotter, Esq.
                  Vandeventer Black LLP
                  500 World Trade Center
                  Norfolk, VA 23510-1699
                  Tel: (757) 446-8600
                  Email: mcotter@vanblk.com

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

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

According to the schedules, the Company has assets of $1,158,797
and total debts of $541,481.

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/vaeb09-75130.pdf

The petition was signed by Joseph R. Simone, managing member of
the Company.


SHIRLEY SUBER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shirley M. Suber
         aka Shirley Suber-Milligan
         aka Shirley Milligan
         aka Shirley Tyus
       1311 Commodore Barney Road
       Saint Leonard, MD 20685

Bankruptcy Case No.: 09-34685

Chapter 11 Petition Date: December 17, 2009

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

Judge: Wendelin I. Lipp

Debtor's Counsel: Howard M. Heneson, Esq.
                  810 Glen Eagles Court, Suite 301
                  Towson, MD 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389
                  Email: hheneson@bankruptcymd.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 $3,327,944
and total debts of $3,322,491.

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

              http://bankrupt.com/misc/mdb09-34685.pdf

The petition was signed by Ms. Suber.


SKYE INTERNATIONAL: Chapter 11 Petition Filed
---------------------------------------------
BankruptcyData reports that SKYE International filed for
Chapter 11 protection (Bankr. D. Nev. Case No. 09-54485).  The
Company, which designs, develops and markets consumer heating
appliance products, is represented by Stephen R. Harris of
Belding, Harris & Petroni.  SKYE International executed a $2
million debtor-in-possession interim financing and post-
confirmation funding agreement with Summit Growth Management.  The
loan bears interest at 10% per annum and is secured by all of the
assets of the Company.

Skye International, Inc. is engaged in the business of designing,
developing and marketing consumer heating appliance products.  In
October 2008, the Company released its first product to the market
known as the FORTIS electric tankless whole house water heater.
The Company is working towards introducing its Paradigm line of
point-of-use water heaters.  The Heatwave product utilizes the
Company's heating technology to provide a commercial point-of-use
solution for local hot water code compliance in commercial
buildings.  All of the Company's products are produced for the
Company by third-party contract manufacturers.  During the year
ended December 31, 2008, the Company wound-up or administratively
dissolved its three wholly owned subsidiaries, Envirotech Systems
Worldwide, Inc., ION Tankless, Inc. and Valeo Industries, Inc.


SPA CHAKRA: Gets Interim OK for DIP Financing, Cash Collateral Use
------------------------------------------------------------------
Spa Chakra, Inc., et al., sought and obtained interim approval
from the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York to obtain postpetition secured
financing from Hercules Technology II, L.P.

The DIP lender has committed to provide up to $200,000 during the
interim period and $800,000, assuming the final order on the
Debtor's request will be entered within 20 days of the interim
order.

Joseph T. Moldovan, Esq., at Morrison Cohen LLP, the proposed
attorneys for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.

The DIP facility will incur interest at 17% per annum.  In the
event of default, the Debtor will pay an additional 2% default
interest per annum.

The obligations of the Debtor under the DIP financing will be
subject to a first priority lien on the Debtor's asset and
proceeds except that the post-petition lien will be junior to the
Sterling Liens and the carve-out.

The Debtors and Hercules Technology are working on an accelerated
basis to document and enter into an asset purchase agreement (APA)
that has been agreed to in concept -- and is a condition of the
Lender providing DIP Financing -- pursuant to which certain of the
assets of the Company will be sold to Hercules Technology, or a
successful over bidder, and certain liabilities including all gift
card and customer loyalty obligations will be assumed in a sale
and auction process subject to higher or better offers.

In order to effectuate the Sale, the Company expects within 10
days to file a motion for an order authorizing and approving a
sale of the Assets free and clear of liens, claims, and
encumbrances upon the terms and conditions to be set forth in the
APA and for approval of certain bidding and auction procedures.

The Court also granted interim approval to the Debtor's request to
use cash collateral.  Mr. Moldovan explained that the Debtor needs
the money to fund its Chapter 11 case, pay suppliers and other
parties.  Mr. Moldovan said that the Debtor will also use the cash
collateral to provide additional liquidity.

As a condition for Lender to provide the DIP Financing, and the
Debtors' use of cash collateral, it has required these
"Extraordinary Provisions":

     * The Lender be granted a Superpriority Administrative Claim
       for Post-Petition Obligations of the Debtors;

     * As Adequate Protection, the Pre-Petition Lender be granted
       Replacement Liens;

     * The Debtors stipulate that the Pre-Petition Liens, the
       Sterling Lien, and Pre-Petition Obligations are valid,
       enforceable, and not subject to avoidance,
     * recharacterization, or subordination;

     * The automatic stay provisions of Bankruptcy Code section
       362 be modified to permit the Debtors to (a) implement the
       terms of the DIP Credit Facility, (b) grant the Replacement
       Liens as adequate protection to the Pre-Petition Lender,
       and (c) create, and the Lender, the Pre-Petition Lender, as
       the case may be, to perfect, any and all liens, mortgagees,
       and security interests granted under the DIP Financing;

     * The DIP Financing terminates if thirty days following the
       Entry of the Interim Order, the Final Order has not been
       entered.  The DIP Financing terminates in the event an
       Auction Procedures Order is not Approved and entered by the
       Court on or before December 24, 2009.  The DIP Financing
       Terminates in the event the Debtors fail to complete an
       Auction for the Proposed Sale Transaction on or before
       January 9, 2010.

     * The DIP Financing terminates in the event the Debtors fail
       to receive approval From the Court for the Sale Transaction
       on or before January 10, 2010.

     * The DIP Financing terminates if the Closing on the Sale
       Transaction is not complete on or before January 12, 2010;
       and

     * The Debtor waives any Section 506(c) claims it has against
       Lender.

Hercules Technology has consented to the priming of its Pre-
Petition Lien and has also consented to the adequate protection
package proffered to it in the Proposed Interim Order.

The final hearing will be held on December 28, 2009, at 2:00 p.m.

Hercules Technology is represented in the case by John Fredericks,
Esq., at Winston & Strawn LLP.

New York-based Spa Chakra, Inc., filed for Chapter 11 bankruptcy
protection on December 10, 2009 (Bankr. S.D.N.Y. Case No. 09-
17260).  Spa Chakra's affiliate, Spa Chakra LLC, also filed for
bankruptcy.  Joseph Thomas Moldovan, Esq., at Morrison Cohen LLP
assists the Debtors in their restructuring efforts.  Spa Chakra,
Inc., listed $10,000,001 to $50,000,000 in assets and $10,000,001
to $50,000,000 in liabilities.


SPANSION INC: Morgan Stanley Bills $700,000 for March to August
---------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code,
professionals of Spansion Inc. and the Official Committee of
Unsecured Creditors seek payment of their fees and reimbursement
of their expenses:

A. Debtors' Professionals

Professional                  Period         Fees      Expenses
------------                  ------         ----      --------
Skadden, Arps, Slate,       11/01/09-
Meagher & Flom LLP          11/25/09     $735,533        $9,616

Morgan Stanley & Co.        03/01/09-
Incorporated                08/31/09      700,000       164,589

Ernst & Young LLP           09/01/09-
                             10/31/09       30,630            92

Warren H. Smith Associates, 11/01/09-
P.C.                        11/30/09       14,660           113

Skadden Arps serves as the Debtors' special counsel.  Morgan
Stanley acts as the Debtors' investment banker.  Ernst & Young
serves as the Debtors' independent auditors.  Warren H. Smith is
the fee auditor.

B. Professionals of the Official Committee on Unsecured Creditors

Professional                  Period         Fees      Expenses
------------                  ------         ----      --------
Landis Rath & Cobb LLP      11/01/09-
                             11/30/09      $16,724          $104

Landis Rath serves as the Committee's conflicts counsel.

The Committee certified to the Court that no objections were
filed as to these professionals' fee applications.  Accordingly,
the Debtors are now authorized to pay these professionals 80% of
fees and 100% of expenses requested:

Professional                 Period    80% Fees  100% Expenses
------------                 ------    --------  -------------
Landis Rath & Cobb LLP     09/03/09-
                            10/31/09      22,916        484

FTI Consulting, Inc.       09/01/09-
                            09/30/09     120,000      9,217

FTI Consulting, Inc.       10/01/09-
                            10/31/09     150,000        694

Warren H. Smith & Associates, P.C., certified to the Court that
no objection was filed as to its monthly fee application for the
period from October 1 to October 31, 2009.   Thus, the Debtors
are now authorized to pay Warren H. Smith $15,553 for fees and
$848 for expenses.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


ST. JOSEPH'S HOUSING: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: St. Joseph's Housing Corporation
        341 Clinton Avenue
        Albany, NY 12206

Bankruptcy Case No.: 09-14723

Chapter 11 Petition Date: December 19, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Debtor's Counsel: Marc S. Ehrlich, Esq.
                  Ehrlich & Arcodia
                  64 Second Street
                  Troy, NY 12180
                  Tel: (518) 272-2110
                  Email: mehrlich@eapclaw.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 $6,298,000
and total debts of $1,398,418.

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

             http://bankrupt.com/misc/nynb09-14723.pdf

The petition was signed by Martha P. Hobbs, executive director of
the Company.


STAR TRIBUNE: Foundation Files Suit for Breach of Ad Contract
-------------------------------------------------------------
Stop The Petters Scam Foundation, a Minnesota non-profit
corporation, on December 17 filed a lawsuit against the Star
Tribune Company alleging breach of contract and related charges,
and against 30 unknown "Doe" defendants for interference with
contractual relations and related charges.

The Foundation's lawsuit asserts that the Star-Tribune "admittedly
was pressured by certain unidentified persons to abruptly stop the
publication" of a series of 15 advertisements that it had
contracted to publish.  Although the Star-Tribune agreed to run
all the ads and accepted payment for them, it "apparently
succumbed to pressure from as yet unknown powerful interests, and
breached a fully executed oral agreement and abandoned its
journalistic obligation to educate and enlighten its readers," the
lawsuit states.

"Ultimately, this lawsuit is about the value of free speech in
America," said Garrett Vail, president of the Foundation.  "The
Star-Tribune concedes that they received pressure to halt our ad
series.  The public has a right to learn what's been going on in
the handling of the Petters assets.  Somebody doesn't want us to
continue asking questions and raising embarrassing facts.  We
intend to identify who pressured the newspaper, and hold them and
the Star-Tribune accountable."

After running the first nine ads in the series, "the Star-Tribune
abruptly and unilaterally cancelled the remaining advertisements
based upon its contention that it had received complaints from
persons who it refused to identify, concerning the advertisements.
It further contended that it had not had the opportunity to
investigate the accuracy of the advertisements (even though it
knows that investigation of the content of advertisements is not a
role it assumes)," the lawsuit states.

"The Star-Tribune refused and failed to disclose what concerns had
been made concerning the advertisements, and did not recommend any
editing or clarification of the advertisements, or offer to accept
any proof of the accuracy of same. Rather, it made the blanket and
unqualified statement that it would not permit any more
advertisements to be made concerning the Petters Saga by
Plaintiff, apparently because of the pressure it received from
certain unidentified persons to desist further publication of the
advertisements."

The lawsuit names 30 unidentified "Doe" defendants, and says that
"Plaintiff will move expeditiously to conduct discovery to
determine the identity of the responsible Doe defendants and to
promptly amend the Complaint to name such responsible defendants."


The lawsuit seeks damages from the Star-Tribune and the unknown
defendants.  The damages arise in part from the Foundation's lost
ability to publicize the planned airing of a $250,000 documentary
film about the Petters case.  The Star-Tribune's decision to halt
the advertising series resulted in the Foundation not being able
to air the documentary on any Minneapolis area network television
stations, the lawsuit states.

The Foundation is represented in the case by Minneapolis attorney
Dean Barkley, Esq., the law firm of Villaume and Schiek and by
nationally prominent First Amendment attorney Anthony Glassman,
Esq..  Mr. Barkley, former United States Senator representing the
State of Minnesota and independent candidate for the U.S. Senate
seat in 2008, is an associate in the law firm Villaume & Schiek,
P.A. Mr. Glassman in the past has obtained close to $10 million in
jury verdicts against the New York Times on behalf of the then-
largest shareholder of Santa Barbara Savings and Loan; won a
$500,000 settlement on behalf of the founder of Seagate Technology
against the Consumer Attorneys of California; successfully
defended Playboy founder Hugh Hefner against personal defamation
claims and successfully sued Larry Flynt and Hustler Magazine for
invasion of privacy.

The Stop The Petters Scam Foundation was formed to raise public
awareness of the handling of the bankruptcy and receivership
proceedings involving companies and assets formerly owned by
convicted Ponzi Scheme operator Thomas Petters, and to seek a just
and fair resolution regarding the disposition of those assets. The
Foundation's advertising series raised questions about the
handling of the Petters assets, and related issues.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the state of Minnesota and published seven days each week in an
edition for the Minneapolis-Saint Paul metropolitan area.

The Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-10244).  Attorneys at Davis Polk &
Wardwell, represented the Debtors in their restructuring effort.
Blackstone Advisory Services L.P. served as financial advisor.
The Garden City Group, Inc., served as noticing and claims agent.
Attorneys at Lowenstein Sandler PC, represented the official
committee of unsecured creditors.  In its bankruptcy petition,
Star Tribune listed assets and debts between $100 million and
$500 million each.

                           *     *     *

Citing The Wall Street Journal, the Troubled Company Reporter on
October 19, 2009, said turnaround expert Joseph A. Bondi
speculated the Star Tribune might file for another Chapter 11
bankruptcy protection.  As reported by the TCR on September 30,
2009, The Star Tribune said it has emerged from bankruptcy
September 28 with new ownership and reduced debt.  The Star
Tribune is now primarily owned by its senior secured lenders, who
hold approximately 95% of the stock.  The Company's debt is
$100 million, down from $480 million on January 15, 2009, the date
it commenced its Chapter 11 restructuring.

                   About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Thomas Joseph Petters.  The group is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., and
Petters Group Worldwide, LLC, filed separate petitions for Chapter
11 relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on October 6, 2008,
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.

The TCR on December 7, 2009, said the U.S. Department of Justice
announced that a federal trial jury convicted Mr. Petters of
orchestrating a $3.65 billion Ponzi scheme.  The verdict followed
a month-long trial before U.S. District Court Judge Richard H.
Kyle in the U.S. Courthouse in St. Paul, Minn.  Mr. Petters, who
was originally indicted in December 2008, was found guilty of 10
counts of wire fraud, three counts of mail fraud, one count of
conspiracy to commit mail and wire fraud, one count of conspiracy
to commit money laundering and five counts of money laundering.


STATION CASINOS: CMBS Claims Objection Premature, Says Panel
------------------------------------------------------------
The CMBS Lenders -- German American Capital Corporation, as
Collateral Agent for itself and JP Morgan Chase Bank, N.A., as
lenders to debtor FCP PropCo, LLC -- object to these claims
listed in PropCo's Schedule F of its Schedules of Assets and
Liabilities:

  Scheduled Claimant                   Scheduled Claim
  ------------------                   ---------------
  Boulder Station, Inc.                   $11,710,728
  Palace Station Hotel & Casino, Inc.     $10,874,554
  Station Casinos, Inc.                   $70,076,155
  Vista Holdings, LLC                      $5,972,107
  Gibson, Dunn & Crutcher                     $20,000
  Robert Kors                                 $40,000
  Robert White                                $40,000

The CMBS Lenders relates that PropCo is a special purpose entity
restricted by the provisions of its LLC Agreement and the
Mortgage Loan Agreement from incurring indebtedness other than as
contemplated and permitted by the Mortgage Loan Agreement.  The
only debt permitted and contemplated by the Mortgage Loan
Agreement is the Mortgage Loan and the other obligations,
indebtedness and liabilities specifically provided for in and
secured by the Mortgage Loan Documents and the interest rate swap
agreement with Deutsche Bank AG.

Thus, the claims violate the terms of the LLC Agreement and
Mortgage Loan Agreement, and for that reason are subject to an
absolute defense.

             Committee Responds to Claims Objection

The Official Committee of Unsecured Creditors opposes the relief
requested in the Claim Objections because (i) it is premature and
(ii) it is without legal or factual support.

Bonnie Steingart, Fried, Frank, Harris, Shriver & Jacobson LLP,
in New York, asserts that the Claim Objections at this early
stage of the Debtors' Chapter 11 cases are a transparent attempt
by the PropCo Lenders to exert control over all of the assets,
and thereby the Chapter 11 cases, of FCP PropCo, LLC, FCP MezzCo
Borrower I, LLC and other similarly situated Debtor entities.

The Committee is currently in the process of analyzing the
Debtors' schedules and statements.  The analysis requires and
includes the review for avoidance action purposes, but also for
proper recordation of inter-company claims, which based on the
Committee's preliminary review, have not all been recorded and
disclosed in the Debtors' filed schedules, Mr. Steingart says.
"The allowance or disallowance of particular claims included in
the PropCo or Mezz I schedules should not be determined until the
Committee has an opportunity to complete its investigation."

The PropCo Lenders argue that PropCo and Mezz I are special
purpose entities that may not incur indebtedness other than as
contemplated and permitted by the provisions of their LLC
Agreements, which are governed by Delaware law, and the Mortgage
Loan Agreement.  Mr. Steingart avers that the Committee does not
at this time address the PropCo Lenders' interpretation of the
LLC Agreements and the Mortgage Loan Agreement, however, even if
their interpretation is correct, these documents do not form a
basis for the disallowance of a claim under the Bankruptcy Code
or applicable state law.

The Committee believes there are additional third-party and
intercompany unsecured claims that exist that have not been
scheduled and recognizes that more claims may be filed before
the bar date.  Due to the lack of adequate information from the
Debtors regarding inter-company claims and the fact that the bar
date will not occur for several weeks, the Committee believes it
is premature to address these claims in detail in the response.

                       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: Files Rule 2015.3 Report
-----------------------------------------
Station Casinos, Inc., delivered to the Court on December 4,
2009, a report on the value, operations and profitability of non-
debtor entities that are not publicly traded corporations in
which SCI holds a substantial or controlling interest.

SCI discloses that as of July 28, 2009, they hold 100% interest
in more than 65 entities, which include Tropicana Station, Inc.,
Station Development, LLC, Palm Station, LLC, and Gold Rush
Station, Inc.

Among others, the Debtors also hold a 100% interest in Vista
Holdings, LLC, a 75% interest in Your Move, Inc., and a 50%
interest in Aliante Gaming LLC.

Full-text copies of the Rule 2015.3 Report is available for free
at:

          http://bankrupt.com/misc/SC_PeriodicReport1.pdf
          http://bankrupt.com/misc/SC_PeriodicReport2.pdf
          http://bankrupt.com/misc/SC_PeriodicReport3.pdf

                       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: Lack of Talk in Case Puzzles Judge, Says Report
----------------------------------------------------------------
Judge Zive on December 11, 2009 questioned why none of the
parties in Station Casinos' Cases have met with state casino
regulators yet to discuss any of the crucial issues involved in
the bankruptcy case, the Las-Vegas Review Journal Reported.

According to the Report, Judge Zive was surprised to learn that
neither Station Casinos nor any of its creditors had talked to
regulators at the state Gaming Control Board and Gaming
Commission even though the agencies will need to approve any
court decisions involving restructuring the company or naming a
trustee to operate it during bankruptcy.

The Las Vegas Sun reported that Judge Zive warned all the parties
that he wants to see progress in the next three months toward a
reorganization plan for the company that has 18 casinos and
sought bankruptcy protection this summer after the recession left
it unable to meet its debt obligations.

And he told them they better start meeting with state gaming
regulators to work out a possible transition if and when the
bankruptcy plan is adopted, the Las Vegas Sun added.

"This is not, pardon the Western expression, the first rodeo I've
been to," the Review Journal quoted Judge Zive as saying after
Michael Wilson, chief deputy attorney general of the attorney
general's gaming division, told the court that neither side in
the case has discussed the case with regulators.  "You're not
going to get approval of anything without regulatory
participation. And yet nobody has given this court a single
declaration, an indication that there has been any attempt to
resolve any of these issues with the Gaming Control Board or the
(Gaming) Commission."

The Review Journal heard Judge Zive saying it was "not prudent"
that neither the creditors' representatives nor Station Casinos'
representatives have yet met with regulators.

"It's simply almost unacceptable in an industry that is so
heavily regulated," the Review Journal further quoted Judge Zive
as saying.

The Review Journal added that Paul Aronzon, Esq., Station's co-
counsel, said he told Wilson during a noontime court break that
the gaming company had planned to contact regulators once it had
assembled a restructuring plan.

"I wanted to make sure (Wilson) knew what we had in mind," the
Review Journal head Mr. Aronzon as saying. "That is the course
we'll take regardless of if the settlement (on a new lease
agreement) is approved. We'll meet with the authorities and talk
to them," Mr. Aronzon adds.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


SUNGARD DATA: Bank Debts Trade at 5% and 7% Off
-----------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
95.10 cents-on-the-dollar during the week ended Friday, Dec. 18,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.40 percentage points from the previous week, The Journal
relates.  The Company pays 362.5 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Feb. 28,
2016, and carries Moody's Ba3 rating and Standard & Poor's BB
rating.

Meanwhile, participations in another syndicated loan under which
SunGard Data Systems, Inc., is a borrower traded in the secondary
market at 93.25 cents-on-the-dollar during the week ended Friday,
Dec. 18, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.28 percentage points from the previous week, The
Journal relates.  The Company pays 375 basis points above LIBOR to
borrow under this facility.  The bank loan matures on Feb. 28,
2014.  The debt is not rated by Moody's while it carries Standard
& Poor's BB rating.

The debts are two of the biggest gainers and losers among 170
widely quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

As stated by the Troubled Company Reporter on Sept. 1, 2009,
Moody's Investors Service affirmed SunGard's 'B2' corporate family
and probability of default ratings, along with its SGL-2
speculative grade liquidity rating.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.


SUNWEST MANAGEMENT: Gets Court Approval to Proceed Bankruptcy Case
------------------------------------------------------------------
A federal judge allowed Sunwest Management Inc. to proceed with
its Chapter 11 bankruptcy, reject the U.S. Trustee's request to
dismiss the Company's case saying that its case was fundamentally
unfair to creditors, according to StatesmanJournal.com.

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- remains one of the largest
private senior living providers in the country and is a
significant Oregon employer.  In 2008, the company engaged
Hamstreet & Associates and Alvarez & Marsal to serve as financial
advisors. Clyde Hamstreet is founder and principal of Hamstreet &
Associates, a Portland-based, nationally recognized turnaround
firm that is leading the effort to provide quality care, preserve
value, and help Sunwest meet its obligations to creditors and
investors. Michael Grassmueck is the founder and principal of
Grassmueck Group, a national firm that specializes in fiduciary
and insolvency services, which is based in Portland, Ore.  He has
served as a trustee in bankruptcy and as fiduciary in the state
and federal courts in thousands of cases for more than 25 years.

In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


SUPERVALU INC: Moody's Gives Negative Outlook, Holds 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlooks for the debt
of SUPERVALU, Inc., and its subsidiaries to negative from stable,
and affirmed SUPERVALU's Ba3 Corporate Family Rating and the Ba3
ratings of the senior unsecured debt of the company and its
subsidiaries.

The change in outlook reflects the possible disruptions to
operations over the short term as the company carries out its
strategic initiatives during a very challenging operating
environment.  "These disruptions could lead further margin
compression or disruptions to top line that could negatively
impact debt coverage metrics and prospects for further debt
reduction," said Marie Menendez, Senior Vice President at Moody's.
Additionally, the negative outlook considers that the cushion
under SUPERVALU's covenants could become tighter due to the
pressures mentioned above.  Moody's also notes that if the company
replaces its revolving credit facility maturing 2011 with a
facility secured by assets rather than stock, it could pressure
the unsecured debt ratings.

SUPERVALU's Ba3 Corporate Family Rating reflects its modest
margins, relatively high leverage ratios, and adequate liquidity.
Additionally, the rating reflects Moody's expectations that credit
metrics will continue to be pressured by fierce price competition
among food retailers, product substitution by consumers and
deflation.  Positive rating consideration is given to SUPERVALU's
large scale, strong supply chain, and its commitment to debt
reduction.  Moody's also recognizes that SUPERVALU's plans to grow
its Save-A-Lot concept, which includes licensed and self-operated
stores, has potential to improve profitability in the longer term
by leveraging fixed costs of its distribution operation.

These ratings were affirmed:

  -- Corporate Family Rating at Ba3

  -- Probability of Default Rating at Ba3

  -- Senior unsecured notes of Supervalu Inc., Albertsons Inc.
     and American Stores Co. at Ba3 (LGD 4, 58%)

The last rating action for SUPERVALU was the on April 30, 2009
when Moody's affirmed the company's Ba3 rating.

SUPERVALU INC., headquartered in Eden Prairie, Minnesota, is the
country's third largest supermarket chain, with over 2,300 stores,
including 860 Save-A-Lot stores that are licensed to third party-
operators.  SUPERVALU also has a food distribution business
serving more than 5,000 grocery stores.  The company's annual
sales are approximately $43 billion.


SYMMETRY MEDICAL: To Consolidate Facilities, Reduce Staff
---------------------------------------------------------
Symmetry Medical Inc. on Friday unveiled a restructuring that
includes a facility consolidation and other staff reductions
designed to increase operational efficiency and drive annualized
cost savings.  The Company said the restructuring is designed to
position the Company for continued market leadership during the
anticipated orthopedic industry recovery.

As part of the restructuring, the Company will consolidate its
Auburn, ME operations into other existing Symmetry Medical
facilities by the middle of 2010.  The consolidation will include
the transfer of current production capacity, including equipment
and machinery.  The Company is taking steps to minimize any
disruptions, and expects to continue to provide a seamless high
level of quality and service to its customers during the
consolidation.

The restructuring, once complete, is expected to generate an
ongoing annualized cost savings of approximately $3.4 million, on
a pre-tax basis.  The total one-time cost of these actions is
anticipated to be in the range of $2.4 to $2.8 million.

As a result of these actions, the Company will incur a fourth
quarter 2009 restructuring charge of between $1.8 million and $2.2
million, on a pre-tax basis, consisting of primarily of severance
costs and impairment of property, plant and equipment.

The Company also anticipates approximately $400,000 of related
expense in 2010 resulting from relocation and equipment moving
expenses.

In addition to the restructuring charges, the Company is currently
evaluating long-lived intangible assets including goodwill related
to the Auburn, ME operations, which were acquired in May 2006, for
potential impairment.  The Company will communicate any required
non-cash charges related to these assets when the analysis is
completed.

Excluding the one-time charges, the Company is reconfirming its
latest 2009 full year guidance of earnings per diluted share in
the range of $0.63 to $0.68.

Brian Moore, President and Chief Executive Officer of Symmetry
Medical, stated, "These decisions are difficult under any
circumstances, and we recognize the personal impact they have on
those dedicated employees who have made contributions to the
success of our business. We are committed to treating them fairly
and with respect throughout this process."

Mr. Moore continued, "These initiatives reflect our continuing
efforts to streamline our cost structure and improve operational
efficiencies throughout our Total Solutions(R) global network. We
believe these strategic decisions are being made at an opportune
time to further strengthen profitability and help us prepare for
the anticipated resurgence of growth in the orthopedic industry.
We remain well positioned to respond to increased global customer
demand and believe this consolidation will further strengthen our
competitive position in the industry."

                      About Symmetry Medical

Warsaw, Indiana-based Symmetry Medical Inc. (NYSE: SMA) provides
implants and related instruments and cases to the orthopaedic
device industry.  The Company also designs, develops and produces
these products for companies in other segments of the medical
device market, including arthroscopy, dental, laparoscopy,
osteobiologic and endoscopy sectors and provides limited
specialized products and services to non-healthcare markets, such
as the aerospace market.


TAYLOR BEAN: REO Auction Lifts Price to $81.2 Million
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Taylor Bean &
Whitaker Mortgage Corp. held an auction for 1,046 parcels of
repossessed real estate.  The price rose from $74.2 million to
$81.2 million.  The stalking horse bidder, Selene Residential
Mortgage Opportunity Fund LP, came out on top by raising its
initial offer.

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: Can Employ Garden City as Claims Agent
----------------------------------------------------
Teton Energy Corp., et al., sought and obtained approval from the
Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware to hire The Garden City Group, Inc., as claims,
noticing, and balloting agent.

The Garden City will, among other things:

     (a) prepare and serve required notices in the Debtors'
         Chapter 11 cases, including, (i) 341 meeting notice and
         (ii) notice of claims bar date.

     (b) maintain copies of proofs of claim and proofs of interest
         filed in the case;

     (c) maintain the official claims register and record
         transfers of claims and make changes to the creditor
         matrix after the objection period has expired; and

     (d) provide balloting and solicitation services, including
         preparing ballots, producing personalized ballots and
         tabulating creditor ballots on a daily basis.

The Debtors request that the fees and expenses of Garden City
incurred in the performance of those services be treated as an
administrative expense of the Debtors' Chapter 11 estates and be
paid by the Debtors in the ordinary course of business without the
need for Garden City to file any fee applications or otherwise
seek court approval for compensation for its services and
reimbursement of its expenses.

The Debtors assured the Court that Garden City is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Denver, Colorado-based Teton Energy Corp. is an independent oil
and gas exploration and production company focused on the
acquisition, exploration and development of North American
properties, primarily concentrated in the Midcontinent and Rocky
Mountain regions of the U.S.

The Company filed for Chapter 11 bankruptcy protection on
November 8, 2009 (Bankr. D. Delaware Case No. 09-13946).  As of
June 30, 2009, the Company listed $24,219,447.57 in assets and
$44,316,387.28 in liabilities.


TETON ENERGY: Can Hire Gersten Savage as Bankruptcy Counsel
-----------------------------------------------------------
Teton Energy Corp., et al, sought and obtained approval from the
Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware to employ Gersten Savage, LLP, as bankruptcy counsel,
nunc pro tunc to the Petition Date.

Gersten Savage will, among other things:

     a. advise the Debtors in connection with the formulation,
        negotiation and consummation of a possible sale of the
        Debtors' or their assets;

     b. advise and assist the Debtors in the negotiation and
        documentation of financing agreements and debt
        restructurings;

     c. review the nature and validity of agreements relating to
        the Debtors' interests in real and personal property and
        advise the Debtors of their corresponding rights and
        obligations; and

     d. prepare necessary applications, motions, pleadings, draft
        orders, notices, schedules, and other documents and
        reviewing financial and other reports to be filed.

Paul Rachmuth, a partner at Gersten Savage, said that the firm
will be paid based on the hourly rates of its professionals:

                  Partners               $500-$600
                  Associates             $350-$400
                  Paraprofessionals        $250

Mr. Rachmuth assured the Court that Gersten Savage is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Denver, Colorado-based Teton Energy Corp. is an independent oil
and gas exploration and production company focused on the
acquisition, exploration and development of North American
properties, primarily concentrated in the Midcontinent and Rocky
Mountain regions of the U.S.

The Company filed for Chapter 11 bankruptcy protection on
November 8, 2009 (Bankr. D. Delaware Case No. 09-13946).  As of
June 30, 2009, the Company listed $24,219,447.57 in assets and
$44,316,387.28 in liabilities.


TETON ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Teton Energy Corp.
         Fka Teton Energy Company
        600 17th Street-Suite 1600N
        Denver, Colorado

Bankruptcy Case No.: 09-13946

Chapter 11 Petition Date: November 8, 2009

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

Judge: Peter J. Walsh

Debtor's Counsel: Gregory Thomas Donilon
                  Morris, Nichols, Arsht & Tunnell
                  1201 N. Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899
                  Phone: (302) 658-9200
                  Fax: (302) 658-3989
                  E-mail: gdonilon@mnat.com

                  Gregory W. Werkheiser
                  Morris, Nichols, Arsht & Tunnell
                  1201 N. Market St., P.O. Box 1347
                  Wilmington, DE 19899
                  USA
                  Phone: (302) 658-9200
                  Fax: (302) 658-3989
                  E-mail: gwerkheiser@mnat.com

                  Gregory W. Werkheiser
                  Morris Nichols Arsht & Tunnell
                  1201 N. Market Street
                  Wilmington, DE 19899
                  Phone: (302) 658-9200
                  Fax: (302) 658-3989
                  E-mail: gwerkheiser@mnat.com

                  Matthew B. Harvey
                  Morris Nichols Arsht & Tunnell, LLP
                  1201 North Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899-1347
                  Phone: (302) 351-9209
                  Fax: (302) 425-4690
                  E-mail: mharvey@mnat.com

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

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

As of June 30, 2009, the Company listed $24,219,447.57 in assets
and $44,316,387.28 in liabilities.

The petition was signed by Dominic Bazile II, the Company's
president and chief operating officer.

Debtor's List of 22 Largest Unsecured Creditors:

  Entity                       Nature of Claim      Claim Amount
  ------                       ---------------      ------------
Whitebox Advisors                   Loan            $10,000,000
Attn: Jake Mercer
3033 Excelslor Blvd., Suite 300
Minneapolis, MN 55416
Fax: (612) 253-6149

Interlachen Convertible             Loan             $4,500,000
Investments Ltd.
Attn: Gregg Colburn
800 Nicollet Mall, Suite 2500
Minneapolis, MN 55402
Fax: (612) 659-4457

UBS O'Connor, LLC                   Loan             $4,500,000
Attn: Andrew Martin
299 Park Avenue
New York, New York 10171
Fax: (212) 821-2787

Ironman PI Fund (QP), LP            Loan               $750,000
Attn: G. Bryan Dutt
2211 Norfolk, Suite 611
Houston, TX 77098
Fax: (713) 218-6946

Washington County Treasurer         Ad valorem tax     $308,898.12
Attn: Larry Griese
150 Ash P.O. Box 218
Akron, CO 80720
Fax: (970) 345-2329

Karl Arleth                         Goods/Services     $183,393
P.O. Box 23507
Silverthorne, CO 80498
Phone: (970) 468-7448

Barton County Treasurer             Ad valorem tax     $127,897.41
Attn: Howard Lindberg
1400 Main Street, Room 208
Great Bend, KS 67530
Fax: (620) 793-1820

Graham County Treasurer             Ad valorem tax     $110,686.17
Attn: Mark Niehaus
410 N Pomeroy
Hill City, KS 67642
Fax: (785) 421-2199

Val Energy                          Contract drilling   $90,000
Attn: Marshall VanSciver
200 W Douglas Suite 520
Wichita, KS 67202
Fax: (316) 263-6688

American Oil & Gas Inc.            Goods/Services       $53,672.43
Attn: Pat O'Brien
1050 17th Street, Suite 2400
Denver, CO 80265
Fax: (303) 595-0709

Greg Francis                       Goods/Services       $43,115.74
9455 W Quarels Place
Littleton, CO 80128
Phone (720) 379-3909

Ron Wirth                          Goods/Services       $39,611
7141 Strath Street
Longmont, CO 80503
Phone: (303) 588-7699

Sunrise Oilfield Supply            Goods/Services       $35,850.01
Attn: Jay Renose
P.O. Box 232456 2456
Momentum Place
Chicago, IL 60689-5324
Fax: (620) 276-9449

Delaware Secretary of State        Franchise Taxes      $33,000
Attn: Jeff Bullock
Dover, DE 19901
Fax: 302-739-5831

Ultimate Well Service LLC          Goods/Services       $24,878.35
Attn: Terry Gaschler
205 Skyline Ct
Hays, KS 67601
Phone: (785) 623-0587

Stafford County Treasurer          Ad valorem tax       $17,630.26
Attn: Carl Miller
209 N Broadway
St. John, KS 67576
Fax: (620) 549-6335

Y-W Electric                       Goods/Services       $16,993.24
Attn: Terry Hall
250 Main Avenue P.O. Box Y
Akron, CO 80720
Fax: (970) 345-2154

The Bank of New York Melon         Goods/Services       $15,000
Attn: Kash Ashgar
P.O. Box 19445A
Newark, NJ 07195-0445
Fax: (713) 483-6954

Ellis County Treasurer             Ad valorem tax       $12,592.27
Attn: Dean Denning
P.O. Box 520
Hays, KS 67601
Fax: (785) 628-9403

MudCo                              Goods/services       $12,500
Attn: Jlm Roberts                 Goods/services         $12,500
P.O. Box 345
Kingman, KS 67068
Fax: (620) 672-3209


TETON ENERGY: Gets Court OK to Hire Morris Nichols as Co-Counsel
----------------------------------------------------------------
Teton Energy Corp., et al., sought and obtained permission from
the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware to hire Morris, Nichols, Arsht & Tunnell LLP
as co-counsel, nunc pro tunc to the petition date.

By a separate application, the Debtors are seeking to retain and
employ the law firm of Gersten Savage LLP as lead bankruptcy
counsel to represent the Debtors in their Chapter 11 cases.
According to the Debtors, GS and Morris Nichols will make every
effort to avoid and minimize duplication of services.

Morris Nichols will, among other things:

     a) assist GS with representing the Debtors;

     b) prepare or coordinate preparation on behalf of the
        Debtors, as debtors in possession, necessary motions,
        applications, answers, orders, reports and papers in
        connection with the administration of the Chapter 11
        cases; and

     c) counsel the Debtors with regard to their rights and
        obligations as debtors in possession.

Gregory W. Werkheiser, a partner at Morris Nichols, said that the
firm will be paid based on the hourly rates of its professionals:

             Partners                 $480-$725
             Associates               $265-$445
             Paraprofessionals        $190-$205
             Case Clerks              $125

Mr. Werkheiser assured the Court that Morris Nichols is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Denver, Colorado-based Teton Energy Corp. is an independent oil
and gas exploration and production company focused on the
acquisition, exploration and development of North American
properties, primarily concentrated in the Midcontinent and Rocky
Mountain regions of the U.S.

The Company filed for Chapter 11 bankruptcy protection on
November 8, 2009 (Bankr. D. Delaware Case No. 09-13946).  As of
June 30, 2009, the Company listed $24,219,447.57 in assets and
$44,316,387.28 in liabilities.


TIMBERS AT THE SUMMIT: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Timbers at the Summit, LLC
        1871 Folsom Street
        Boulder, CO 80302

Bankruptcy Case No.: 09-36670

Chapter 11 Petition Date: December 15, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: jsb@kutnerlaw.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/cob09-36670.pdf


TIMOTHY RAY WRIGHT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Timothy Ray Wright
          dba Timothy R. Wright
          dba Timothy Wright
        P.O. Box 16882
        Phoenix, AZ 85011

Bankruptcy Case No.: 09-32244

Chapter 9 Petition Date: December 14, 2009

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

Debtor's Counsel: Howard C. Meyers, Esq.
                  Burch & Cracchiolo, P.A.
                  702 E. Osborn, #200
                  Phoenix, AZ 85014
                  Tel: (602) 234-8762
                  Fax: (602) 234-0341
                  Email: hmeyers@bcattorneys.com

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

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

The petition was signed by Mr. Wright.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Wells Fargo                Deed of Trust          $932,119
PO Box 10335                                      SECURED
Des Moines, IA 50306                              VALUE:
                                                  $750,000

Country Wide Home Loans    Deed of Trust          $670,000
Customer Service                                  SECURED
PO Box 5170                                       VALUE:
Simi Valley, CA 93062-5170                        $900,000

Midfirst Bank              Deed of Trust          $618,944
3030 East Camelback                               SECURED
Phoenix, AZ 85016                                 VALUE:
                                                  $1,000,000

Country Wide Home Loans    Deed of Trust          $594,000
Customer Service                                  SECURED
PO Box 5170                                       VALUE:
Simi Valley, CA 93062-5170                        $750,000

Midfirst Bank              Deed of Trust          $571,600
3030 East Camelback                               SECURED
Phoenix, AZ 85016                                 VALUE:
                                                  $875,000

Wells Fargo                Deed of Trust          $309,200
PO Box 10335                                      SECURED
Des Moines, IA 50306                              VALUE:
                                                  $810,000

Chase                      Deed of Trust          $231,944
Customer Service                                  SECURED
PO Box 9176                                       VALUE:
Coppell, TX 75019-9176                            $400,000

Bank of Oklahoma           Deed of Trust          $210,600
                                                  SECURED
                                                  VALUE:
                                                  $222,000

Compass                    Deed of Trust          $187,500
                                                  SECURED
                                                  VALUE:
                                                  $150,000

Washington Federal         Deed of Trust          $180,380
                                                  SECURED
                                                  VALUE:
                                                  $197,000

Merrill Lynch              Deed of Trust          $172,323
                                                  SECURED
                                                  VALUE:
                                                  $320,000

Compass                    Deed of Trust          $166,000
                                                  SECURED
                                                  VALUE:

Bank of America                                   $151,018

Chase                      Deed of Trust          $148,498
                                                  SECURED
                                                  VALUE:
                                                  $225,000

Compass                    Deed of Trust          $142,632
                                                  SECURED
                                                  VALUE:
                                                  $216,000

Washington Federal         Deed of Trust          $142,176
                                                  SECURED
                                                  VALUE:
                                                  $200,000

Mike Fillian               Deed of Trust          $140,000
                                                  SECURED
                                                  VALUE:
                                                  $300,000

Bank of America            Deed of Trust          $130,200
                                                  SECURED
                                                  VALUE:
                                                  $197,000

Merrill Lynch              Deed of Trust          $125,975
                                                  SECURED
                                                  VALUE:
                                                  $164,000

Wells Fargo                Deed of Trust          $122,500
                                                  SECURED
                                                  VALUE:
                                                  $775,000


TITANIUM GROUP: Posts HK$2.3 Million Net Loss in Q3 2009
--------------------------------------------------------
Titanium Group Limited reported a net loss of HK$2,311,607 on
total revenue of HK$462,507 for the three months ended
September 30, 2009, compared with net income of HK$93,342 on total
revenue of HK$2,802,652 for the same period last year.

The Company reported a net loss of HK$7,063,311 on total revenue
of HK$2,315,025 for the nine months ended September 30, 2009,
compared with a net loss of HK$2,839,225 on total revenue of
HK$6,223,350 for the same period last year.

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of HK$8,073,321, total liabilities of
HK$14,998,228, and shareholders' deficit of HK6,924,907.

The Company's consolidated balance sheets at September 30,2009,
also showed strained liquidity with HK$2,247,331 in total current
assets available to pay HK$4,273,191 in total current liabilities.

A full-text copy of the Company's consolidated balance sheets is
avialalbe for free at http://researcharchives.com/t/s?4bf2

                        Going Concern Doubt

As of September 30, 2009, the Company had incurred a net loss of
HK$7,058,022 and an accumulated deficit of HK$17,783,936.
Additionally, the Company has incurred substantive losses over the
past several years and has a capital deficit of HK$6,924,907.

Also, ass a result of the losses incurred during the last two
fiscal years and the accumulated deficit of HK$10,725,914 at
December 31, 2008, the report of the Company's independent
registered public accounting firm on the financial statements for
the year ended December 31, 2008, included an explanatory
paragraph indicating substantial doubt as to the Company's ability
to continue as a going concern.

                       About Titanium Group

Based in Kennedy Town, Hong Kong, Titanium Group Limited (OTC:
TTNUF) through its subsidiary companies, Titanium Technology
Limited and Titanium Technology (Shenzhen) Co., Ltd., mainly focus
in the development of advanced biometric technology and
installation and implementation of advanced facial based biometric
identification and security projects for law enforcement, mass
transportation, and other government and private sector customers.


TOWNSHIP OF IRVINGTON: Moody's Cuts Long-Term Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service has downgraded the Township of
Irvington's (NJ) long-term rating to Ba1 from Baa3 and placed the
rating on Watchlist for Possible Downgrade.  The downgrade affects
$71.3 million in outstanding debt, secured by the city's general
obligation, unlimited tax pledge.

The downgrade reflects the city's narrow financial position and
uncertainty related to how the city will address a $12 million
budgetary gap projected for fiscal 2010, moderately-sized tax base
near New York City (G.O.  rated Aa3/stable) and weakened local
economy.  The Watchlist for Possible Downgrade reflects the
township's dependence on cash flow borrowing for operations and
potential challenges to placing future cash flow notes given the
significant financial deterioration and the tightened credit
environment for cash flow borrowing.  The rating also reflects the
city's history of structurally imbalanced operations and elevated
but manageable debt burden.

The township's recent budget have relied heavily on one time
revenues and deferred charges to balance the budget.  In 2008, the
city raised taxes, instituted a tax lien sale (which provided the
township with a one-time increase in revenues), and made budgetary
cuts to relieve financial pressure.  Despite these changes, the
city's financial position remained narrow ending fiscal 2008 with
a Current Fund balance of $773,000 or minimal 2.82%, net of
deferred charges the Current Fund balance would be a -$1.4 million
or -1.72% of Current Fund revenues.  Estimates for fiscal 2009
indicate a year end Current Fund balance of $695,000 (1.33% of
revenues), net of deferred charges the Current Fund balance would
be a significantly negative $ 6.8 million or -14.4% of revenues.
The township incurred significant deferred charge of $7.5 million
in fiscal 2009 due to an operating deficit ($3.9 million), largely
due to the budgeting of $3 million for the sale of a hospital
which did not materialize, revaluation expenditures ($700,000), an
unbudgeted increase in self-insured plan ($1.5 million), and
unfunded grants ($1.1 million).  These operating results
exacerbated the already extremely narrow liquidity position and
the township ended the year with net cash equal to -3.9% of
operations.  The township reports it will need $10 to $14 million
in TANs for ongoing operations and reportedly has raised
$7.5 million in TANs to date.  Given the city's significantly
eroded financial position and the tightened credit markets,
Moody's believes the city may be challenged to sell their notes.
Moody's Watchlist action reflects the significantly negative
impact that failure to place future cash flow notes could have on
the township's credit profile.

In fiscal 2010 (ending June 30, 2010) the city is facing a $12
million budgetary gap and its financial pressures are compounded
by a weak local economy and a bleak outlook for state support.  At
this time the township has identified an estimated $8 million in
potential revenue to fill the gap including the sale of the
hospital, which was budgeted and not closed in the prior year,
($3 million), Extraordinary Aid ($2 million), expenditure cuts
($2 million), and receipt of grant monies ($1 million).  With
these estimated revenues the township is still facing a $4 million
budget gap and will likely be faced with either implementing a
significant tax increase or making drastic budgetary cuts, Moody's
believes the city will be challenged to implement either of these
to magnitude necessary to close the budget gap.

The city's local economy has been impacted by the current
recession with unemployment rising to a high of 11.1% (September,
2009) above the state's unemployment level (9.6%).  The city's
assessed valuation declined 1.7% from $3.22 billion in fiscal 2007
to $3.17 billion in fiscal 2009 due to tax appeals following a
revaluation in 2007.  The city expects to issue approximately
$700,000 in short term notes to fund the settlement.  In addition
the city expects to issue approximately $8.5 million in long term
debt to fund a judgment settlement and update its emergency phone
system.  The township's debt burden remains manageable, though
well above state medians, at 3.8% of full value.  A majority of
the township's debt ($56.2 million) is supported by the Municipal
Qualified Bonds Act, under which the state treasurer intercepts
the township's state aid for debt service, insulating bondholders
for the township's significant financial pressures.  Moody's rates
these bonds A1/negative.  Wealth levels are below average with per
capita income and median family income at 62.5% and 62.9% of the
state respectively.

Future rating action will factor the township's ability to gain
market access to place its cash flow borrowing and consequently
manage its cash needs.

                            Strengths

* Moderately-sized tax base near New York City employment center
* Manageable debt burden

                           Challenges

* Significant budgetary gap with limited options to address them

* Very narrow financial position and history of structurally
  unbalanced operations

* Weakened local economy with high unemployment and low wealth
  levels

* Limited revenue raising capacity due to relatively new state
  property tax levy limits

Key Statistics:

  -- 200 Population: 56,299 (-7.81% since 2000)

  -- 2009 Equalized Valuation: $3.1 billion

  -- 2009 Equalized Value Per Capita: $56,147

  -- 1999 Per Capita Income (as % of NJ and US): $16,874 (62.5%
     and 78.2%)

  -- 1999 Median Family Income (as % of NJ and US): $41,098 (62.9%
     and 82.1%)

  -- Direct Debt Burden: 3.8%

  -- Payout of Principal (10 years): 38.7%

  -- 2008 Current Fund Balance (ended June 30): $773,000 (2.82% of
     Current Fund revenue)

  -- 2009 Current Fund Balance (unaudited): $695,000 (1.33% of
     Current Fund revenue)

  -- Long-term G.O.  Debt Outstanding: $71.3 million

The last rating action was on December 18, 2007, when Moody's
affirmed the Baa3 rating and to the city's general obligation
debt.


TRAGO INTERNATIONAL: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Trago International Inc.
        770 Northwood Blvd Ste 8
        Incline Village, NV 89451

Bankruptcy Case No.: 09-24166

Chapter 11 Petition Date: December 18, 2009

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

Judge: Theodor Albert

Debtor's Counsel: William C. Rawson, Esq.
                  Law Offices of William C. Rawson Jr.
                  2524 Seaview Ave
                  Corona Del Mar, CA 92625
                  Tel: (310) 291-6695

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
19 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-24166.pdf

The petition was signed by Christopher Condon, chairman of the
Company.


TRANS-INDUSTRIES: Court Has Jurisdiction Over ERISA Suit
--------------------------------------------------------
WestLaw reports that an adversary proceeding brought by a Chapter
7 trustee in order to fulfill an obligation imposed on him by 11
U.S.C. Sec. 704(a)(11) to administer the debtor's ERISA-qualified
employee benefit plans, to recover from trustees of the debtor's
employee pension plan for their alleged breach of fiduciary duties
under ERISA, was a proceeding over which the bankruptcy court
could exercise "related to" jurisdiction, as one having a
conceivable effect on the estate, notwithstanding that this ERISA
plan was not included in the Chapter 7 estate, and that any
recovery by the trustee would be for the benefit of the plan.
Because, when the trustee assumed his statutory obligation to
administer the plan, there was no more than $8,356.68 in the plan
to fund his plan-administration work, the trustee necessarily
expended estate funds in fulfillment of these administrative
obligations.  To the extent that the trustee would succeed on his
claims against the plan trustees, he would create a fund to
reimburse the bankruptcy estate for such expenditures.  In re
Trans-Industries, Inc., --- B.R. ----, 2009 WL 3861975 (Bankr.
E.D. Mich.) (Tucker, J.).

David W. Allard, serving as the Chapter 7 Trustee overseeing the
liquidation of Trans-Industries, Inc., sued (Bankr. E.D. Mich.
Adv. Pro. No. 07-6790) the Trustees of the Debtor's ERISA plans to
recover for their alleged breach of fiduciary duty.  The Plan
Trustees moved to dismiss for lack of subject matter jurisdiction,
on the ground that any recovery would be for the ERISA plan, not
the debtor's estate, and that ERISA pension plan was not included
in Chapter 7 estate.  The Honorable Thomas J. Tucker rejected the
ERISA Plan Trustees contention.

Headquartered in Auburn Hills, Michigan, Trans-Industries, Inc.,
manufactured and sold bus lighting systems, source extraction
systems for the environmental market, and electronic display
systems.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. Mich. Case No. 06-43993) on
April 5, 2006, represented by Kenneth Flaska, Esq., at Dawda,
Mann, Mulcahy & Sadler, PLC, and estimating assets and debts
between $1 million and $10 million.  Judge Tucker converted the
chapter 11 case to a chapter 7 liquidation proceeding on
Oct. 17, 2006.  David W. Allard, the Chapter 7 Trustee, is
represented by Brian E. Etzel, Esq., and Marc L. Newman, Esq.,
at The Miller Law Firm, P.C., in Rochester, Mich.


TRIBUNE CO: Plan Exclusivity Extended Until Feb. 28
---------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware entered an oral ruling at a December 1, 2009 hearing
extending Tribune Company and its debtor affiliates' exclusive
deadline to file a plan of reorganization through February 28,
2009, and exclusive deadline to solicit acceptances of that Plan
through April 29, 2010.

Judge Carey schedules an evidentiary hearing for February 18,
2009, at 10:00 a.m. to consider any request for a further
extension of the Debtor's Exclusive Periods.

Pursuant to Judge Carey's directives, the Debtors' counsel
submitted with the Court a proposed form of order reflecting the
ruling.  A written order was entered by the Court on December 14,
2009.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Proposes to Establish Document Depository
-----------------------------------------------------
Tribune Co. and its units, in consultation with the Official
Committee of Unsecured Creditors, seek the Court's authority to
establish a depository to ensure that material parties to
negotiations with regard to the Leveraged Transactions and plan
negotiations have an opportunity to access all discovery documents
produced in connection with the Committee's analysis of the
Leveraged ESOP Transactions.

The Document Depository is subject to these procedures:

  (a) The Depository will store all Discovery Documents produced
      to the Committee by any Producing Party in connection with
      the Committee's analysis of the Leveraged ESOP
      Transactions.  The Committee will deliver the Discovery
      Documents to the Debtors within three business days of the
      entry of the order granting the Motion so that the Debtors
      may place those documents in the Depository.  When the
      Committee receives additional Discovery Documents, it will
      deliver those documents to the Debtors within three
      business days of receipt so the Debtors may place those
      documents in the Depository.

  (b) Upon entry of the order granting this Motion, the Initial
      Negotiating Parties will have access to all of the
      Discovery Documents in the Depository, provided that each
      entity signs the acknowledgment.  Other entities that the
      Debtors may designate from time to time, in consultation
      with the Initial Negotiating Parties, will have access to
      some or all of the Discovery Documents in the Depository
      upon signing the Acknowledgment.

  (c) As to the Initial Negotiating Parties, further written
      notice need not be provided to the Producing Parties for
      those Initial Negotiating Parties to have access to all
      Discovery Documents in the Depository.  As regards to any
      additional Depository Designees, the Debtors will provide
      written notice, which may be via e-mail, to the Committee
      and each of the Producing Parties of any newly added
      Depository Designee.

  (d) The Committee will provide periodic notification to the
      Debtors and each Depository Designee of the addition of
      Discovery Documents to the Depository, which notification
      will include the identification of the Producing Party and
      any transmittal information provided by the Producing
      Party with respect to that added Discovery Documents.

  (e) Any Depository Designee and its Designated Representatives
      will be permitted to exchange or discuss any and all of
      the Discovery Documents with any and all of the other
      Depository Designees or their Designated Representatives
      subject to the terms of the Acknowledgment.

  (f) No Depository Designee or its Designated Representatives
      may use Discovery Documents or Depository Information
      stamped or otherwise designated as "Highly Confidential --
      Attorneys' Eyes Only" or "Confidential" in a court filing
      in the Debtors' Chapter 11 cases unless those documents
      are filed under seal.

  (g) Committee member Pension Benefit Guaranty Corporation, as
      a governmental agency, may disclose documents designated
      as "Highly Confidential" or "Confidential" information:

          (i) to the Executive Branch of the United States, the
              PBGC and PBGC Board of Directors' officials,
              advisors, consultants, and representatives who
              have a need to know the information as part of
              their job responsibilities;

         (ii) in the context of a court proceeding relating to
              the termination of a defined benefit plan
              sponsored by any of the Debtors, after PBCG has
              sought an order providing that the information
              will be filed under seal and has given notice of
              the filing of that motion to the Debtors, the
              Committee, and the Producing Party; or

        (iii) upon request from Congress or any committee, joint
              committee or subcommittee or the Comptroller
              General, provided, that in the event of disclosure
              PBGC will attempt to give reasonable advanced
              notice under the circumstances to the Committee
              and Producing Party.

The Initial Negotiating Parties include the Debtors; the
Creditors' Committee; JPMorgan Chase Bank, N.A.; Silver Oak
Capital, LLC; Bank of America, N.A.; Eaton Vance Management;
Kohlberg Kravis Roberts & Co, LLC; Oaktree Value Opportunities
Fund, L.P.; Law Debenture Trust Company of New York; and
Centerbridge Credit Advisors LLC.

                       Foundations Object

The Robert R. McCormick Foundation and Cantigny Foundation assert
that the Debtors make no provision for access to those documents
by the remaining Producing Parties, including the Foundations.
Rather than make the documents produced by the Producing Parties
available to some parties designated by the Debtors but not to
others, the Document Depository should also be accessible by all
Producing Parties, the Foundations aver.

In addition, the Foundations complain, although recognizing the
need of the Producing Parties to have an opportunity to object to
proposed additional Depository Designees, the Debtors' proposed
Order provides for an inadequate window of time within which to
voice such objections: only three days.  A period of five days
affords more meaningful protection of the Producing Parties'
interests in objecting to further dissemination of their
documents.

              Credit Agreement Lenders' Statement

The Credit Agreement Lenders, as holders of approximately $4.4
billion in principal amount of indebtedness arising under the
Tribune Company Senior Secured Credit Agreement, dated as of
May 17, 2007, support the Motion and applaud the Debtors' efforts
to cut the Gordian knot currently entangling efforts to obtain
copies of documents and information provided to the Committee in
connection with its investigation of the Leveraged ESOP
Transactions.

The Credit Agreement Lenders assert that the creation of a
document depository housing the materials that have been and will
be produced to the Committee is vital to the efficient resolution
of the Debtors' cases.  According to the Credit Agreement Lenders,
their only objection to the relief requested is that it limits
initial access to depository to just three Credit Agreement
Lenders -- Angelo Gordon & Co., Oaktree Capital Management, LP,
and Kohlberg Kravis & Roberts & Co.  Thus, the Credit Agreement
Lenders request that initial access to the depository be expanded
to include two additional Credit Agreement Lenders with access to
the applicable information, to be identified at or before the
hearing on the Motion.

              Debtors File Revised Form of Order

The Debtors relate that in addition to the responses filed by the
Foundations and the Credit Agreement Lenders, they also received
informal comments from numerous parties-in-interest.  Thus, the
Debtors submitted with the Court a revised form of order
reflecting modifications that address the responses of the
Foundations and the Credit Agreement Lenders as well as the
informal comments of other parties-in-interest.

The Revised Proposed Order provides that the Foundations will also
have access to all of the Discovery Documents in the Depository.

Any Depository Designee and its Designated Representatives will be
permitted to exchange or discuss any and all of the Discovery
Documents with any and all of the other Depository Designees or
their Designated Representatives subject to the terms of the
Acknowledgment and provided that "Financial Institution Highly
Confidential Documents" may not be provided to or viewed by any
Designated Representative who is an employee not functioning as an
attorney of any Depository Designee; provided, however, that the
Court will retain jurisdiction to address any issues regarding the
disclosure or confidentiality of any documents.

                      *     *     *

The Court signed the Revised Proposed Order submitted by the
Debtors.  A full-text copy of the Court's order is available for
free at http://bankrupt.com/misc/Tribune_DepositoryOrd.pdf

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Creditors Committee Objects to Gutman Settlement
------------------------------------------------------------
Tribune Co. and its units are asking the Court to approve their
settlement with the estate of Michael E. Gutman, M.D., Mike
Gutman, M.D. (MPAC), Gutman Pain/Accident Center, Inc.

On May 11, 2005, Dr. Gutman commenced an action against certain
Debtors and Rene Stutzman and Fred Schulte, reporters employed by
the Debtors alleging, among other things, that articles published
in the Orlando Sentinel, a newspaper published by one of the
Debtors, wrongfully identified him as prescribing pain and anxiety
medication that was linked to the death of 11 patients.  The
Florida Action, which contained one count of defamation and one
count for a false light invasion of privacy claim, sought damages
in excess of $15,000,000.

As a result of Dr. Gutman's suicide on April 28, 2009, Donna G.
Gutman, Dr. Gutman's widow, has asserted additional financial
damages, as well as additional pain and suffering, which will
result in a variety of new factual and legal issues requiring
substantial discovery and additional briefing beyond what was
originally contemplated in the litigation.

The Debtors maintain insurance applicable to the Florida Action.
However, the Debtors' insurance policy is subject to a $1 million
per occurrence self-insured retention provision, with the Debtors
being obligated to pay for all defense costs, which payments do
not erode the Debtors' retention obligation.

On October 27, 2009, the Debtors and Plaintiffs entered into the
Settlement Agreement which provides that the Debtors will pay
$1 million and Debtors' insurer will pay $850,000.  Payment of the
Settlement Amount will be subject to the Bankruptcy Court's
approval and the execution of a release applicable to the Debtors
and each of the Reporters.

                        Committee Objects

The Official Committee of Unsecured Creditors asks the Court to
deny the Debtors' request because:

  (a) the Debtors' proposed immediate payment of a prepetition
      unsecured claim prior to confirmation of a plan of
      reorganization is wholly inconsistent with the Bankruptcy
      Code and general bankruptcy practice and fails to satisfy
      the requirements of the limited exceptions that might be
      available, like the "Necessity of Payment" doctrine; and

  (b) the Debtors have not met their burden under Rule 9019 of
      the Federal Rules of Bankruptcy Procedure to prove that
      the proposed settlement is fair and reasonable.

According to the Committee, considering the more than 20 media and
libel claims, 220 other litigation claims and approximately 38,000
other scheduled and filed claims that remain outstanding, the
proposed settlement agreement would set dangerous precedent in the
bankruptcy proceedings in at least two ways:

  (i) other claimants are likely to create scenarios where they
      purposely increase perceived litigation costs in order to
      force an early settlement; and

(ii) other claimants are likely to simply try to force payment
      of their prepetition claims before the conclusion of the
      bankruptcy cases.

                      D. Gutman Talks Back

Donna Gerhart Gutman asks the Court to overrule the Committee's
objection as the settlement falls squarely within the Debtors'
business judgment as it is fair and reasonable and in the best
interest of the creditors of the Debtors' estates.  Ms. Gutman
asserts that the Debtors' willingness to pay the settlement before
confirmation of a plan of reorganization illustrate their
legitimate concerns regarding both the Debtors' liability exposure
and the litigation costs should the action in the Circuit Court of
the Ninth Judicial Circuit in and for Orange County, Florida
proceed to trial.

                 D. Bralow Files Declaration

In support of the Debtors' motion, David S. Bralow, assistant
general counsel of Tribune Company, says he believes the
Settlement Agreement is the product of arm's-length negotiations
between the Debtors, the Debtors' insurers, and Ms. Gutman.
According to Mr. Bralow, absent the resolution of the Florida
Action afforded by the Settlement Agreement, the Debtors and Ms.
Gutman would likely be forced to litigate the merits of the
Florida Action, thereby potentially exposing the Debtors to
additional defense costs up to $2,000,000.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRUE TEMPER: Exits Chapter 11 Bankruptcy
----------------------------------------
The Deal reports that True Temper Sports Inc. has exited Chapter
11 bankruptcy with a different set of PE bankers: Providence
Equity Partners LLC and debtholder Newport Global Advisors LP.

As reported by the Troubled Company Reporter on Dec. 11, 2009,
True Temper Sports Inc. obtained confirmation of its Chapter 11
plan, although with a change allowing general unsecured creditors
to pass through bankruptcy unaffected and still be able to collect
on their claims.

The U.S. Trustee for Region 3 objected to the original iteration
of the Plan because some unsecured trade suppliers, who were to
receive less than full payment, weren't permitted to vote on the
plan.  Other unsecured creditors, taking nothing from the plan,
were given "little or no notice," according to the U.S. Trustee's
objection.

The Court's confirmation order provides that general unsecured
creditors will be unaffected by the bankruptcy, enabling them to
collect their debts.

The Plan restructures senior debt into a combination of exit
financing and equity in the reorganized debtor.  Debt holders and
stockholders -- the plan investors -- are injecting $70 million
cash that will be used pay down first-lien debt totaling
$105.6 million.  The remainder of the first-lien debt will be
converted into a new term loan under the plan.  The Plan Investors
will obtain most of the new stock of the reorganized company.
The holders of $45 million in second-lien debt are to receive
11.4% of the new stock.

                        About True Temper

True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world.  True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.

As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.

True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446).  Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort.  Logan & Company serves as claims and notice
agent.  Bankruptcy Judge Peter J. Walsh handles the case.


VANDERSCHAAF: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Vanderschaaf & Vanderschaaf Properties
          dba Rockvale Meadows Partners
        P.O. Box 331822
        Murfreesboro, TN 37133

Bankruptcy Case No.: 09-14419

Chapter 11 Petition Date: December 18, 2009

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

Debtor's Counsel: Paul E. Jennings, Esq.
                  805 South Church Street Suite 3
                  Murfreesboro, TN 37130
                  Tel: (615) 895-7200
                  Fax: (615) 895-7294
                  Email: paulejennings@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 the Debtor's petition, including a list of its
10 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/tnmb09-14419.pdf

The petition was signed by Clair Vanderschaaf, managing partner of
the Company.


VINCENT BURR: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Vincent Burr
               Pettiette Burr
               15217 North 15th Drive
               Phoenix, AZ 85023

Bankruptcy Case No.: 09-32579

Chapter 11 Petition Date: December 17, 2009

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

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: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


VION PHARMACEUTICALS: Woes in Raising Capital Prompts Filing
------------------------------------------------------------
BankruptcyData reports that VION Pharmaceuticals filed for
Chapter 11 protection (Bankr. D. Del. Case No. 09-14429).

According to BankruptcyData, the Company said in court documents,
". . . the current state of the global economy and capital markets
have made it exceedingly difficult to raise capital, and the
Company's capital structure has hampered its ability to seek
equity financing due o the senior position of its 7.75%
Convertible Senior Notes and the great disparity between the
amount outstanding under such notes and the market value of the
Company."  On December 7, 2009, the Company terminated
approximately one-third of its employees without severance -- "in
an effort to reduce operating costs."

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).

The Company has $19.2 million in assets and $65 million in
liabilities as of Sept. 30, 2009.


VION PHARMACEUTICALS: Case Summary & 30 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Vion Pharmaceuticals, Inc.
        4 Science Park
        New Haven, CT 06511

Bankruptcy Case No.: 09-14429

Chapter 9 Petition Date: December 17, 2009

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

Judge: Christopher S. Sontchi

Debtor's Counsel: Christopher M. Samis, Esq.
                  Richards, Layton & Finger, P.A.
                  920 N. King Street
                  One Rodney Square
                  Wilmington, De 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: samis@rlf.com

                  John Henry Knight, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  P.O. BOX 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: knight@rlf.com

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

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

The petition was signed by Alan Kessman, the company's chief
executive officer.

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
US Bank                    Seniro Notes           $61,562,917
100 Wall Street,
Suite 1600
New York, NY 10005

Hovon Central Bureau       Trade debt             $1,798,650
Attn: Dr. Pieter Sonneveld
PO Box 7057
1007 MB Amsterdam
Netherlands

INC Research               Trade debt             $392,809
Netherlands B.V.
Noordh Holand Straat 71
1081 AS Amsterdam
Netherlands

IngeniX division i3        Trade debt             $303,091
Research
Attn: CFO, i3 Research
131 Morristown Rd.
Basking Ridge, NJ 07920

William Hahne              Unpaid Severance       $267,800

University of Texas        Trade debt             $175,139
(MD Anderson)
Attn: Melinda Mathis

Christopher Carter         Unpaid Severance       $104,511

Pamela Esposito            Unpaid Severance       $104,312

Institut Paoli-Calmettes   Trade debt             $94,110

CHU Hopitaux de Bordeaux   Trade debt             $93,206
Attn: Alain Heriaud, Dir.
Gnrl.

Jason DeGoes               Unpaid Severance       $88,400

Duke University Medical    Trade debt             $80,956
Center
Office of Grants & Contracts

Xu Kevin Lin               Unpaid Severance       $79,602

Kurt Roinestad             Unpaid Severance       $77,990

Colette Muenzen            Unpaid Severance       $73,539

Michael Belcourt           Unpaid Severance       $71,739

Verena Karsten             Unpaid Severance       $68,526

Ala Nassar                 Unpaid Severance       $59,655

Sarah Cannon Research      Trade debt             $59,001
Institute

INC./MDS Pharma            Trade debt             $54,684
Services (US) Inc.

Weill Medical College of   Trade debt             $53,073
Cornell University

John Feeney                Unpaid Severance       $50,045

Yale University School     Trade debt             $49,987
of Medicine

Dana-Farber Cancer         Trade debt             $46,455
Institute

Tracy Douglass             Unpaid Severance       $39,167

Aimee Altemus              Unpaid Severance       $38,886

Jing Du                    Unpaid Severance       $37,991

UCLA Division of           Trade debt             $37,534
Hematology-Oncology
Official of Clinical Trials

Jessica Anderson           Unpaid Severance       $36,411

Almac Clinical Services,   Trade debt             $36,092
Inc.
Attention: Dr. Robert Dunlop


WASTEQUIP INC: Moody's Cuts Corporate Family Rating to 'Caa2'
-------------------------------------------------------------
Moody's Investors Service has lowered the corporate family and
probability of default ratings of Wastequip Inc. to Caa2 from
Caa1.  In addition, the ratings on the senior secured credit
facility and term loan were lowered to B3 from B2.

Wastequip's operating performance, like many of its peers,
continues to suffer from weakness across the U.S. retail, housing
and commercial construction sectors, falling waste volumes and
subdued capital spending by national waste haulers.  The ratings
downgrade reflects Moody's view that revenues and earnings will
remain at relatively low levels and that financial leverage will
remain elevated over the near term.

The Caa2 rating reflects questions regarding the company's ability
to refinance its revolver in 2012 and its term loan in 2013 given
the amount and complexity of its debt load.  In the near term,
these concerns are somewhat allayed by high cash balances,
currently over $80 million of cash on hand (which was partially
increased by Wastequip's revolver drawdown in the third quarter of
2009), the expectation for positive cash generation in 2010 and
Moody's view that prospective covenant violations are unlikely
given the flexibility provided by terms in the senior secured
credit agreement and the mezzanine credit agreement that allow for
equity cures and contain a PIK toggle feature, respectively.
Moody's added that Wastequip's Toter business has been able to
improve its earnings and backlog while operating in a challenging
U.S. economic climate and that the demand environment for its
steel products has shown signs of stabilization and may modestly
improve later in 2010.

Wastequip's unrated mezzanine credit facility was amended earlier
in 2009.  The amendment provides the company with the ability to
PIK interest when necessary to avoid a covenant violation in the
senior facility and moves the January 1, 2010 interest payment
date to April 15, 2010.  Moody's does not believe that this
amendment has triggered an event of default under any of
Wastequip's debt agreements and Wastequip appears to have the
intent and ability to make the payment on April 15, 2010.
However, Moody's will likely view a delayed payment of interest as
a failure to meet the terms of the original mezzanine credit
agreement.  Moody's definition of default captures all missed or
delayed interest or principal payments, even if an amendment has
been successfully executed.  As a result, if Wastequip makes the
original January 1, 2010 payment on April 15, 2010, per its
revised mezzanine credit agreement, Moody's expect to classify
this as a limited default at the end of the 30-day grace period
from the original payment date.  The negative outlook is tied to
the possibility that Moody's will assign a limited default to the
probability of default rating in the near term.  Moody's does not
believe that the assignment of the limited default will have any
implications on Wastequip's capital structure.

These ratings were downgraded:

  -- Corporate Family Rating to Caa2 from Caa1;

  -- Probability of Default Rating to Caa2 from Caa1;

  -- Senior secured revolving credit facility to B3 (LGD2/28%)
     from B2 (LGD2/28%); and

  -- Senior secured term loan to B3 (LGD2/28%) from B2 (LGD2/28%).

The last rating action was on December 10, 2008, when the
corporate family rating of Wastequip was downgraded to Caa1 from
B3.

Wastequip is the largest manufacturer of waste handling and
recycling equipment used to collect, process, and transport solid
and liquid waste in North America.  Revenues for the twelve months
ending September 30, 2009, exceeded $300 million.


WEST CORP: Bank Debts Trade at 8.50% & 6% Off
---------------------------------------------
Participations in a syndicated loan under which West Corporation
is a borrower traded in the secondary market at 91.50 cents-on-
the-dollar during the week ended Friday, Dec. 18, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.50 percentage
points from the previous week, The Journal relates.  The Company
pays 237.5 basis points above LIBOR to borrow under the facility.
The bank loan matures on May 11, 2013, and carries Moody's B1
rating and Standard & Poor's BB- rating.

Meanwhile, participations in another syndicated loan under which
the Company is a borrower traded in the secondary market at 94.30
cents-on-the-dollar during the week ended Friday, Dec. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.45
percentage points from the previous week, The Journal relates.
The Company pays 387 basis points above LIBOR to borrow under this
facility.  The bank loan matures on July 1, 2016, and carries
Moody's B1 rating.  The debt is not rated by Standard & Poor's.

The debt is one of the biggest gainers and losers among 170 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

The Troubled Company Reporter on Oct. 9, 2009, said that Moody's
does not expect to take any immediate rating action following West
Corporation's announcement that it has filed for an initial public
offering of its common stock.  West indicated in its Form S-1
filing that it intends to use part of the net proceeds from the
offering to repay or repurchase indebtedness.

The last rating action on West Corporation was on May 8, 2007, at
which time Moody's lowered the senior secured credit facility
rating to B1 from Ba3 while affirming all other credit and
liquidity ratings.

Based in Omaha, Nebraska, West Corporation is a leading provider
of business process outsourcing services.  West has a B2 Corporate
Family Rating and a stable rating outlook.


WILDERNESS CROSSINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Wilderness Crossings, LLC
          dba Wild Pony Saloon
        1355 Silver Lake Crossing Blvd.
        Grawn, MI 49637

Bankruptcy Case No.: 09-14547

Chapter 11 Petition Date: December 14, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Debtor's Counsel: Robert A. Stariha, Esq.
                  Stariha Law Offices, P.C.
                  48 W. Main Street, Suite 6
                  Fremont, MI 49412
                  Tel: (231) 924-3761
                  Email: slobr@sbcglobal.net

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

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

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

The petition was signed by Kerry E. Smith, member of the Company.


WOODCREST CLUB: List of 20 Largest Unsecured Creditors
------------------------------------------------------
The Woodcrest Club, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of New York a list of its 20 largest
unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/nyeb09-79481.pdf

Syosset, New York-based The Woodcrest Club, Inc., operates storage
units.  The Company filed for Chapter 11 bankruptcy protection on
December 10, 2009 (Bankr. E.D. N.Y. Case No. 09-79481).  Gerard R.
Luckman, Esq., at SilvermanAcampora LLP assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


WOODCREST CLUB: Sec. 341 Creditors Meeting Set for Jan. 15
----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of The
Woodcrest Club, Inc.'s creditors on January 15, 2010, at 10:00
a.m. at Room 561, 560 Federal Plaza, CI, NY.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Syosset, New York-based The Woodcrest Club, Inc., operates storage
units.  The Company filed for Chapter 11 bankruptcy protection on
December 10, 2009 (Bankr. E.D. N.Y. Case No. 09-79481).  Gerard R.
Luckman, Esq., at SilvermanAcampora LLP assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


YOUNG OIL: Bankruptcy Court Tells Kentucky Regulators to Stop
-------------------------------------------------------------
WestLaw reports that in a bifurcated state-court action against
the debtor, which already had resulted in a determination, during
the liability phase, that the debtor had committed fraud under
Kentucky securities law, and which was about to begin its damages
phase, any further adjudication would violate the automatic stay
and, therefore, would be prohibited by the bankruptcy court.  The
actions of the Commonwealth of Kentucky, Department of Financial
Institutions, in seeking to obtain entry of a money judgment
against the debtor did not fall within the "police and regulatory
power" exception to the stay, the bankruptcy court found.  In the
damages portion of the state-court action, the DFI was attempting
to protect the government's pecuniary interest in estate property
and, in effect, to place its claim in priority status over other
creditors, which was not permitted under the Bankruptcy Code's
distribution scheme.  To the extent DFI's actions were meant to
serve public policy, a state-court order and an injunction
currently in place served that purpose.  In re Young Oil Corp., --
- B.R. ----, 2009 WL 3831466 (Bankr. W.D. Ky.).

Young Oil Corporation sought chapter 11 protection (Bankr. W.D.
Ky. Case No. 09-10907) on May 19, 2009, is represented by Scott A.
Bachert, Esq., in Bowling Green, Ky., and estimated less than
$10 million in assets and more than $50 million in debts in its
Chapter 11 petition.


YRC WORLDWIDE: Revises Debt-for-Equity Offers; Extends Deadline
---------------------------------------------------------------
YRC Worldwide Inc. has amended certain terms of its 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 these 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 expiration date was initially extended until 11:59 p.m., New
York City time, on December 17.  On Wednesday, YRC said it was in
constructive discussions with its stakeholders related to the
exchange offers.

On Thursday, YRC said it 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 YRC consummates the exchange offers prior to December 31, 2009,
the company 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, 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 noteholders 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 noteholders 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.

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.

                        About YRC Worldwide

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is 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.


* 2009's Bank Closings Rise to 140 as 7 Banks Shut Friday
---------------------------------------------------------
Regulators closed seven banks December 18 --Citizens State Bank,
New Baltimore, MI; RockBridge Commercial Bank, Atlanta, GA;
Imperial Capital Bank, La Jolla, CA; Independent Bankers' Bank,
Springfield, IL; Peoples First Community Bank, Panama City, FL;
New South Federal Savings Bank, Irondale, AL; and First Federal
Bank of California, F.S.B., Santa Monica, CA -- raising the total
closings for this year to 140.

The Federal Deposit Insurance Corporation was appointed receiver
for the banks.  The FDIC found financial institutions who agreed
to take over operations or buy assets of Peoples First, Imperial
Capital, New South Federal, and First Federal Bank.  A deposit
insurance national bank was created for Citizens State Bank and a
bridge bank was formed for Independent Bankers'.  No financial
institution took over RockBridge Commercial's operations and the
FDIC is mailing checks to insured depositors of the bank. The
latest bank closings will cost the already depleted FDIC deposit
insurance fund an additional $1.8 billion.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                   552 Banks on Problem List

The Federal Deposit Insurance Corp. said in its Quarterly Banking
Profile released November 24 that the number of insured
institutions on the agency's "Problem List" rose from 416 to 552
during the quarter, and total assets of "problem" institutions
increased from $299.8 billion to $345.9 billion.  Both the number
and assets of "problem" institutions are now at the highest level
since the end of 1993.

Total assets of the nation's 8,099 FDIC-insured commercial banks
and savings institutions decreased by $54.3 billion (0.4%) during
the third quarter of 2009.  Total deposits increased by $79.8
billion (0.9%) during the quarter, primarily due to activity in
foreign offices, which was up $81.9 billion (5.6%).

FDIC's deposit insurance fund (DIF) decreased by $18.6 billion
during the third quarter to a negative $8.2 billion primarily
because of $21.7 billion in additional provqisions for bank
failures.  Also, unrealized losses on available-for-sale
securities, combined with operating expenses, reduced the fund by
$1.1 billion.  Accrued assessment income added $3.0 billion to the
fund during the quarter, and interest earned, combined with
realized gains from sale of securities and surcharges from the
Temporary Liquidity Guarantee Program, added $1.2 billion.

Fifty insured institutions with combined assets of $68.8 billion
failed during the third quarter of 2009, the largest number since
the second quarter of 1990 when 65 insured institutions failed.
Ninety-five insured institutions with combined assets of $104.7
billion failed during the first three quarters of 2009, at a
currently estimated cost to the DIF of $25.0 billion.  As of
November 20, the list has risen to 124.

The DIF's reserve ratio was negative 0.16% on September 30, 2009,
down from 0.22% on June 30, 2009, and 0.76% one year ago. The
September 30, 2009, reserve ratio is the lowest reserve ratio for
a combined bank and thrift insurance fund since June 30, 1992,
when the ratio was negative 0.20%.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Today's report shows that while bank and thrift earnings
have improved, the effects of the recession continue to be
reflected in their financial performance," FDIC Chairman Sheila
Bair said in a November 24 statement.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
Q3'09             552      $345,900          50        $68,800
Q2'09             416      $299,800          24        $26,400
Q1'09             305      $220,047          21         $9,498
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Sept. 30, 2009, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q3_09.pdf

                    2009 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
Citizens State Bank     $168.6    {DINB created}           $76.6
RockBridge Commercial   $294.0    None                    $124.2
Imperial Capital      $4,100.0    City National Bank      $619.2
Independent Bankers'    $585.5    {bridge bank created}    $68.4
Peoples First         $1,800.0    Hancock Bank            $556.6
New South Federal     $1,500.0    Beal Bank               $212.3
First Federal Bank    $6,100.0    OneWest Bank            $146.3
SolutionsBank           $511.1    Arvest Bank             $122.1
Republic Federal        $433.0    1st United Bank         $122.6
Valley Capital Bank      $40.3    Enterprise Bank & Trust   $7.4
Greater Atlantic Bank   $203.0    Sonabank, McLean, Va.    $35.0
Benchmark Bank          $170.0    MB Financial Bank        $64.0
AmTrust Bank, Clev.  $12,000.0    New York Community    $2,000.0
The Tattnall Bank        $49.6    HeritageBank of South    $13.9
First Security Nat'l    $128.0    State Bank and Trust     $30.1
The Buckhead Community  $874.0    State Bank and Trust    $241.4
Commerce Bank            $79.7    CB, Stillwater           $23.6
Pacific Coast Nat'l     $134.4    Sunwest Bank             $27.4
Orion Bank, Naples    $2,700.0    IBERIABANK              $615.0
Century Bank            $728.0    IBERIABANK              $344.0
United Security         $157.0    Ameris Bank              $58.0
Gateway Bank             $27.7    Central Bank, Kansas      $9.2
Prosperan Bank          $199.5    Alerus Financial         $60.1
United Commercial    $11,200.0    East West Bank        $1,400.0
Home Federal Savings     $14.9    Liberty Bank             $12.8
Bank USA, N.A.     \
Calif. National    |
San Diego Nat'l    |
Pacific National   |
Park National      | $19,400.0    U.S. Bank, NA         $2,500.0
Comm. Bank Lemont  |
North Houston      |
Madisonville State |
Citizens National  /
First DuPage Bank       $279.0    First Midwest Bank       $59.0
Partners Bank            $65.5    Stonegate Bank           $28.6
American United Bank    $111.0    Ameris Bank              $44.0
Bank of Elmwood         $327.4    Tri City Nat'l          $101.4
Flagship Nat'l Bank     $190.0    First Federal            $59.0
Riverview Community     $108.0    Central Bank, Stillwater $20.0
Hillcrest Bank Florida   $83.0    Stonegate Bank           $45.0

San Joaquin Bank        $775.0    Citizens Business       $103.0
Warren Bank, Warren     $538.0    Huntington Nat'l        $275.0
Southern Colorado        $31.9    Legacy Bank, Wiley        $6.6
Jennings State Bank      $56.3    Central Bank, Stillwater $11.7
Georgian Bank         $2,000.0    First Citizens B&T      $892.0
Irwin Union FSB         $493.0    First Financial Bank }  $850.0
Irwin Union B&T       $2,700.0    First Financial Bank }
Brickwell Community      $72.0    CorTrust Bank            $22.0
Corus Bank, NA        $7,000.0    MB Fin'l              $1,700.0
Venture Bank            $970.0    First-Citizens          $298.0
First State Bank        $105.0    Sunwest Bank             $47.0
Vantus Bank             $458.0    Great Southern          $168.0
First Bank, Kansas       $16.0    Great American            $6.0
Platinum Community      $345.6    -- None --              $114.3
InBank                  $212.0    MB Financial             $66.0
Mainstreet Bank         $459.0    Central Bank             $95.0
Affinity Bank         $1,000.0    Pacific Western         $254.0
Bradford Bank           $452.0    M&T Buffalo              $97.0
First Coweta Bank       $167.0    United Bank              $48.0
Guaranty Bank        $13,000.0    BBVA Compass          $3,000.0
CapitalSouth Bank       $617.0    IBERIABANK              $151.0
ebank, Atlanta, GA      $143.0    Stearns Bank            $163.0
Colonial Bank        $25,000.0    BB&T                  $2,800.0
Union Bank, N.A.        $124.0    MidFirst                 $61.0
Community Bank Nev    $1,520.0    FDIC-Created            $781.5
Community Bank Ariz     $158.5    MidFirst Bank            $25.5
Dwelling House           $13.4    PNC Bank, N.A.            $6.8
First State Bank        $463.0    Stearns Bank, N.A.      $116.0
Community National       $97.0    Stearns Bank, N.A.       $24.0
Community First         $209.0    Home Federal             $45.0
Integrity Bank          $119.0    Stonegate Bank,          $46.0
Mutual Bank           $1,600.0    United Central          $696.0
First BankAmericano     $166.0    Crown Bank               $15.0
First State, Altus      $103.4    Herring Bank, Amarillo   $25.2
Peoples Community       $705.8    First Financial Bank    $129.5
Waterford Village        $61.4    Evans Bank, N.A.          $5.6
SB - Gwinnett       \             State Bank & Trust   \
SB - North Fulton   |             State Bank & Trust   |
SB - Jones County   | $2,800.0    State Bank & Trust   |  $807.0
SB - Houston County |             State Bank & Trust   |
SB - North Metro    |             State Bank & Trust   |
SB - Bibb County    /             State Bank & Trust   /
Temecula Valley       $1,500.0    First-Citizen           $391.0
Vineyard Bank         $1,900.0    Calif. Bank             $579.0
BankFIrst, Sioux        $275.0    Alerus Financial         $91.0
First Piedmont          $115.0    First American           $29.0
Bank of Wyoming          $70.0    Central Bank             $27.0
John Warner Bank         $70.0    State Bank               $10.0
1st State Winchest.      $36.0    First Nat'l               $6.0
Rock River Bank          $77.0    Harvard State            $27.6
Elizabeth State          $55.5    Galena State             $11.2
1st Nat'l Danville      $166.0    First Financial          $24.0
Founders Bank           $962.5    PrivateBank             $188.5
Millennium State        $118.0    State Bank of Tex        $47.0
Mirae Bank              $456.0    Wilshire State Bank      $50.0
Metro Pacific Bank       $80.0    Sunwest Bank, Tustin     $29.0
Horizon Bank             $87.6    Stearns Bank, N.A.       $33.5
Neighborhood Comm       $221.6    CharterBank, West Point  $66.7
Community Bank          $199.4    -- None --               $85.0
First National Bank     $156.9    Bank of Kansas           $32.2
Cooperative Bank        $970.0    First Bank, Troy, N.C.  $217.0
Southern Community      $377.0    United Community        $114.0
Bank of Lincolnwood     $214.0    Republic Bank, Chicago   $83.0
Citizens National       $437.0    Morton Community        $106.0
Strategic Capital       $537.0    Midland States Bank     $173.0
BankUnited FSB       $12,800.0    WL Ross-Led Investors $4,900.0
Westsound Bank          $334.6    Kitsap Bank             $108.0
America West            $299.4    Cache Valley Bank       $119.4
Citizens Community       $45.1    N.J. Community Bank      $18.1
Silverton Bank        $4,100.0    -- None --            $1,300.0
First Bank of Id        $488.9    US Bank, Minneapolis    $191.2
First Bank of BH      $1,500.0    -- None --              $394.0
Heritage Bank           $184.6    Level One Bank           $71.3
American Southern       $112.3    Bank of North Georgia    $41.9
Great Basin Bank        $270.9    Nevada State Bank        $42.0
American Sterling       $181.0    Metcalf Bank, Lee        $42.0
New Frontier Bank     $2,000.0    -- None --              $670.0
Cape Fear Bank          $492.0    First Federal,          $131.0
Omni National           $956.0    -- None --              $290.0
TeamBank, N.A.          $669.8    Great Southern Bank      $98.0
Colorado National       $123.5    Herring Bank, Amarillo    $9.0
FirstCity Bank          $297.0    -- None --              $100.0
Freedom Bank            $173.0    Nat'l Georgia Bank       $36.2
Security Savings        $238.3    Bank of Nevada, L.V.     $59.1
Heritage Community      $232.9    MB Financial Bank, N.A.  $41.6
Silver Falls            $131.4    Citizens Bank            $50.0
Pinnacle Bank            $73.0    Washington Trust Bank    $12.1
Corn Belt Bank          $271.8    Carlinville Nat'l Bank  $100.0
Riverside Bank          $539.0    TIB Bank                $201.5
Sherman County          $129.8    Heritage Bank            $28.0
County Bank           $1,700.0    Westamerica Bank        $135.0
Alliance Bank         $1,140.0    California Bank & Trust $206.0
FirstBank Fin'l         $337.0    Regions Bank            $111.0
Ocala National          $223.5    CenterState Bank         $99.6
Suburban Federal        $360.0    Bank of Essex           $126.0
MagnetBank              $292.2    -- None --              $119.4
1st Centennial          $803.3    First California Bank   $227.0
Bank of Clark           $446.5    Umpqua Bank       $120.0-145.0
Nat'l Commerce          $430.9    Republic Bank of Chi.    $97.1

In 2008, 25 banks with total assets of $372 billion failed.
IndyMac Bank, FSB, was closed by the Office of Thrift Supervision
on July 11, and the FDIC was named conservator.  At the time it
was closed, IndyMac's assets of $32 billion made it the second
largest bank failure in FDIC history.

A complete list of banks that failed since 2000 is available at:

http://www.fdic.gov/bank/individual/failed/banklist.html


* Airline Unions Ask House Panel for Changes in Bankruptcy Law
--------------------------------------------------------------
ABI reports that a group of unions representing airline workers is
seeking changes to U.S. bankruptcy laws that would make it harder
for airlines to scrap labor agreements in court.


* Fortune 500 Firms Select McKool Smith as 2010 'Go-To Law Firm'
----------------------------------------------------------------
The national law firm of McKool Smith has been selected by in-
house counsel at Fortune 500 companies and the publishers of
Corporate Counsel magazine as a 2010 "Go-To Law Firm" for business
and intellectual property litigation.

McKool Smith, which maintains offices in Texas, New York, and
Washington, D.C., will be recognized in the upcoming legal guide
"In House Law Departments at the Top 500 Companies." The firm
earned a spot on the prestigious listing through a survey of in-
house counsel at Fortune 500 companies in addition to independent
research conducted by Corporate Counsel editors, including the
review of public records, key publications and other resources.

"We proudly represent some of the world's leading companies, and
we are very gratified that our clients think enough of our work to
name us as one of the country's top law firms," says Mike McKool,
co-founder of McKool Smith.

The past year has seen McKool Smith continue the firm's impressive
run of courtroom victories in addition to establishing new
practice areas and earning professional honors. Since being
recognized in The National Law Journal for winning more of the
nation's Top 100 Verdicts of 2008 than any law firm in the
country, McKool Smith has opened a new office in Houston and
announced the addition of a national bankruptcy practice.  The
firm also was selected as one of the country's most innovative law
firms in The National Law Journal's "Midsize Hot List."

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 115 attorneys in Austin, Dallas, Marshall, New
York, and Washington DC, McKool Smith handles bankruptcy matters,
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.


* JD Wichser & Brian Cantor Join Alvarez & Marsal as Sr. Directors
------------------------------------------------------------------
Continuing to expand its presence in Chicago, global professional
services firm Alvarez & Marsal reported that J.D. Wichser and
Brian Cantor have joined as senior directors in the firm's
Business Consulting practice.

The news comes on the heels of the announcement that Steven Gold,
former operating partner at Stone Tower Capital and chief supply
chain officer of PepsiCo, joined Alvarez & Marsal's Business
Consulting Practice in Chicago.

"As the central hub for servicing Midwest-based corporations,
Chicago has become an increasingly important focus for Alvarez &
Marsal," said Brian O'Brien, head of the firm's business
consulting practice in Chicago.  "J.D.'s and Brian's extensive
industry and management consulting experience enhances our ability
to provide operational consulting and performance improvement
services to regional and national clients."

Mr. Wichser brings more than two decades of consulting and
industry experience, specializing in performance improvement and
cost management in the areas of SG&A strategy, cost reduction and
technology economics in a variety of industries.  By partnering
directly with senior managers, Mr. Wichser develops new strategies
that drive performance and leverage technology to improve
effectiveness and reduce costs.

Most recently, Mr. Wichser was responsible for leading a global
finance restructuring effort at a major pharmaceutical company and
previously spent seven years with a large global consultancy.  In
this role, he served as the leader for the organization's SG&A
cost reduction service line. Mr. Wichser earned a bachelor's
degree in economics from Luther College and a master's degree in
industrial administration from Purdue University.

Mr. Cantor specializes in providing business and technology
solutions to the global energy and manufacturing sectors. With
more than 20 years of management consulting experience, Mr. Cantor
focuses on strategy, benchmarking, business model and technology
transformation, and environmental and sustainability solutions.

In a recent engagement for a major oil company, he developed a
five-year business strategy and roadmap for their manufacturing
division -- balancing the economic forces impacting the company
with the need to expand their internal capabilities and drive
long-term growth.  Prior to joining A&M, Mr. Cantor was a senior
partner with Environmental Resources Management (ERM), where he
provided strategic environmental and sustainability solutions to
the global energy sector.  He also served as a vice president with
Science Applications International Corporation (SAIC), managing
enterprise-level business transformations and information
technology implementations.  He began his career with Arthur
Andersen Business Consulting serving various industry sectors and
solutions areas.  Mr. Cantor earned a bachelor's degree from the
University of Houston Honors College.  He has been published in
the Oil & Gas Journal and speaks at leading industry association
meetings.

                       About Alvarez & Marsal

Since 1983, Alvarez & Marsal -- http://www.alvarezandmarsal.com--
has set the standard for working with organizations to solve
complex problems, boost operating performance and maximize value
for stakeholders. An independent global professional services
firm, A&M helps companies across the industry spectrum improve
operating and financial performance, and navigate business,
litigation and tax matters with speed, responsiveness and
unmatched quality.


* SEC Approves Tougher Rules on Executive Pay
---------------------------------------------
ABI reports that the Securities and Exchange Commission voted 4 to
1 on Wednesday to require companies to reveal more information
about how they pay their executives amid a public outcry over
compensation.


* BOND PRICING -- For the Week Ended December 14 to 18, 2009
------------------------------------------------------------
  Company             Coupon     Maturity    Bid Price
  -------             ------     --------    ---------
155 E TROPICANA        8.750%    4/1/2012      21.0000
ABITIBI-CONS FIN       7.875%    8/1/2009       9.0000
ADVANTA CAP TR         8.990%  12/17/2026       6.0040
ALERIS INTL INC        9.000%  12/15/2014       1.1000
ALERIS INTL INC       10.000%  12/15/2016       1.7500
AMBAC INC              9.375%    8/1/2011      50.0000
AMR CORP              10.450%   3/10/2011      75.0000
ANTHRACITE CAP        11.750%    9/1/2027      20.0000
APRIA HEALTHCARE       3.375%    9/1/2033      58.0000
ARCO CHEMICAL CO      10.250%   11/1/2010      72.2500
AT HOME CORP           0.525%  12/28/2018       0.1250
BALLY TOTAL FITN      13.000%   7/15/2011       2.0000
BANK NEW ENGLAND       8.750%    4/1/1999      10.3220
BANK NEW ENGLAND       9.875%   9/15/1999      10.8750
BANKUNITED FINL        3.125%    3/1/2034       8.0000
BANKUNITED FINL        6.370%   5/17/2012       7.0000
BLOCKBUSTER INC        9.000%    9/1/2012      55.7500
BOWATER INC            6.500%   6/15/2013      24.7500
BOWATER INC            9.000%    8/1/2009      22.7500
BOWATER INC            9.500%  10/15/2012      22.2500
CAPMARK FINL GRP       5.875%   5/10/2012      25.0000
CHAMPION ENTERPR       2.750%   11/1/2037       2.5000
CITADEL BROADCAS       8.000%   2/15/2011      17.5000
CNP-CALL01/10          6.000%   3/15/2012      98.2500
COLLINS & AIKMAN      12.875%   8/15/2012       0.9975
COLONIAL BANK          6.375%   12/1/2015       0.2500
COMPUCREDIT            3.625%   5/30/2025      40.2500
COMPUDYNE CORP         6.250%   1/15/2011      39.5000
CONGOLEUM CORP         8.625%    8/1/2008      20.0000
COOPER-STANDARD        8.375%  12/15/2014      20.0000
CREDENCE SYSTEM        3.500%   5/15/2010      62.0000
DECODE GENETICS        3.500%   4/15/2011       8.0630
DECODE GENETICS        3.500%   4/15/2011       6.2500
DEX MEDIA INC          8.000%  11/15/2013      26.0000
DEX MEDIA INC          9.000%  11/15/2013      25.5000
DEX MEDIA INC          9.000%  11/15/2013      24.0000
DEX MEDIA WEST         9.875%   8/15/2013      31.2500
DOWNEY FINANCIAL       6.500%    7/1/2014      25.0000
FAIRPOINT COMMUN      13.125%    4/1/2018      14.0000
FAIRPOINT COMMUN      13.125%    4/2/2018      13.7500
FINLAY FINE JWLY       8.375%    6/1/2012       2.5000
FLEETWOOD ENTERP      14.000%  12/15/2011      31.2500
FORD MOTOR CRED        5.250%  12/21/2009      99.0000
FRANKLIN BANK          4.000%    5/1/2027       2.0000
GENERAL MOTORS         7.125%   7/15/2013      25.2500
GENERAL MOTORS         7.700%   4/15/2016      25.8300
GENERAL MOTORS         9.400%   7/15/2021      24.0000
GENERAL MOTORS         9.450%   11/1/2011      19.5300
HAIGHTS CROSS OP      11.750%   8/15/2011      40.5000
HAWAIIAN TELCOM        9.750%    5/1/2013       2.3000
IDEARC INC             8.000%  11/15/2016       7.3750
INDALEX HOLD          11.500%    2/1/2014       1.0500
INN OF THE MOUNT      12.000%  11/15/2010      42.0630
KAISER ALUM&CHEM      12.750%    2/1/2003       2.0000
KEYSTONE AUTO OP       9.750%   11/1/2013      45.0000
LAZYDAYS RV           11.750%   5/15/2012       5.0000
LEHMAN BROS HLDG       1.500%   3/23/2012      17.0000
LEHMAN BROS HLDG       4.375%  11/30/2010      18.5500
LEHMAN BROS HLDG       4.500%   7/26/2010      19.0000
LEHMAN BROS HLDG       4.500%    8/3/2011      15.0000
LEHMAN BROS HLDG       4.700%    3/6/2013      14.9000
LEHMAN BROS HLDG       4.800%   2/27/2013      12.5000
LEHMAN BROS HLDG       4.800%   3/13/2014      18.8750
LEHMAN BROS HLDG       5.000%   1/14/2011      17.1450
LEHMAN BROS HLDG       5.000%   1/22/2013      14.5000
LEHMAN BROS HLDG       5.000%   2/11/2013      16.6250
LEHMAN BROS HLDG       5.000%   3/27/2013      16.6250
LEHMAN BROS HLDG       5.000%    8/5/2015      10.8680
LEHMAN BROS HLDG       5.000%   5/28/2023      13.0000
LEHMAN BROS HLDG       5.100%   1/28/2013      16.0000
LEHMAN BROS HLDG       5.150%    2/4/2015      16.2500
LEHMAN BROS HLDG       5.250%    2/6/2012      18.5000
LEHMAN BROS HLDG       5.250%   1/30/2014      12.0000
LEHMAN BROS HLDG       5.250%   2/11/2015      16.3000
LEHMAN BROS HLDG       5.350%   2/25/2018      16.4200
LEHMAN BROS HLDG       5.350%   3/13/2020      14.7500
LEHMAN BROS HLDG       5.500%    4/4/2016      19.6250
LEHMAN BROS HLDG       5.500%    2/4/2018      14.7500
LEHMAN BROS HLDG       5.500%   2/19/2018      16.6250
LEHMAN BROS HLDG       5.500%   11/4/2018      16.6250
LEHMAN BROS HLDG       5.500%   2/27/2020      16.4200
LEHMAN BROS HLDG       5.550%   2/11/2018      16.6250
LEHMAN BROS HLDG       5.600%   1/22/2018      16.8750
LEHMAN BROS HLDG       5.600%   9/23/2023      11.5000
LEHMAN BROS HLDG       5.625%   1/24/2013      20.6250
LEHMAN BROS HLDG       5.700%   1/28/2018      15.8350
LEHMAN BROS HLDG       5.700%   4/13/2029      14.7500
LEHMAN BROS HLDG       5.750%   4/25/2011      18.0000
LEHMAN BROS HLDG       5.750%   7/18/2011      18.4750
LEHMAN BROS HLDG       5.750%   5/17/2013      19.1250
LEHMAN BROS HLDG       5.750%   8/24/2029      15.1250
LEHMAN BROS HLDG       5.800%    9/3/2020      14.0000
LEHMAN BROS HLDG       5.875%  11/15/2017      18.7500
LEHMAN BROS HLDG       6.000%    4/1/2011      14.5000
LEHMAN BROS HLDG       6.000%   7/19/2012      17.9000
LEHMAN BROS HLDG       6.000%   6/26/2015      12.8750
LEHMAN BROS HLDG       6.000%  12/18/2015      16.7500
LEHMAN BROS HLDG       6.000%   2/12/2018      16.0000
LEHMAN BROS HLDG       6.000%   1/22/2020      15.5000
LEHMAN BROS HLDG       6.000%   2/12/2020      15.3500
LEHMAN BROS HLDG       6.000%   1/29/2021      16.6250
LEHMAN BROS HLDG       6.000%   2/12/2037      15.0000
LEHMAN BROS HLDG       6.100%   8/12/2023      16.4200
LEHMAN BROS HLDG       6.200%   9/26/2014      20.0000
LEHMAN BROS HLDG       6.200%   5/25/2029      15.0000
LEHMAN BROS HLDG       6.250%    2/5/2021      16.6250
LEHMAN BROS HLDG       6.500%   2/28/2023      16.3750
LEHMAN BROS HLDG       6.500%    3/6/2023      16.2500
LEHMAN BROS HLDG       6.500%   9/20/2027      15.2500
LEHMAN BROS HLDG       6.500%  11/15/2032      14.0000
LEHMAN BROS HLDG       6.500%   1/17/2033      15.5000
LEHMAN BROS HLDG       6.500%   7/13/2037      15.4450
LEHMAN BROS HLDG       6.600%   10/3/2022      16.5000
LEHMAN BROS HLDG       6.625%   1/18/2012      18.5000
LEHMAN BROS HLDG       6.625%   7/27/2027      14.8130
LEHMAN BROS HLDG       6.750%    7/1/2022      16.4200
LEHMAN BROS HLDG       6.750%  11/22/2027      14.0000
LEHMAN BROS HLDG       6.750%   3/11/2033      13.5000
LEHMAN BROS HLDG       6.750%  10/26/2037      15.0000
LEHMAN BROS HLDG       6.850%   8/16/2032      14.5000
LEHMAN BROS HLDG       6.850%   8/23/2032      17.0000
LEHMAN BROS HLDG       6.900%    9/1/2032      15.6250
LEHMAN BROS HLDG       6.900%   6/20/2036      11.9000
LEHMAN BROS HLDG       7.000%   4/16/2019      15.6250
LEHMAN BROS HLDG       7.000%   5/12/2023      14.8120
LEHMAN BROS HLDG       7.000%   10/4/2032      15.5000
LEHMAN BROS HLDG       7.000%   7/27/2037      15.0000
LEHMAN BROS HLDG       7.000%   9/28/2037      12.1300
LEHMAN BROS HLDG       7.000%  12/28/2037      15.0000
LEHMAN BROS HLDG       7.000%   1/31/2038      15.5500
LEHMAN BROS HLDG       7.000%    2/1/2038      16.7500
LEHMAN BROS HLDG       7.000%    2/7/2038      16.7500
LEHMAN BROS HLDG       7.000%    2/8/2038      15.0000
LEHMAN BROS HLDG       7.000%   4/22/2038      13.2500
LEHMAN BROS HLDG       7.050%   2/27/2038      17.2500
LEHMAN BROS HLDG       7.100%   3/25/2038      16.6250
LEHMAN BROS HLDG       7.200%   8/15/2009      18.6250
LEHMAN BROS HLDG       7.250%   2/27/2038      15.7500
LEHMAN BROS HLDG       7.250%   4/29/2038      14.3300
LEHMAN BROS HLDG       7.350%    5/6/2038      16.3750
LEHMAN BROS HLDG       7.730%  10/15/2023      15.5000
LEHMAN BROS HLDG       7.875%   11/1/2009      18.2000
LEHMAN BROS HLDG       7.875%   8/15/2010      19.0000
LEHMAN BROS HLDG       8.000%    3/5/2022      14.0000
LEHMAN BROS HLDG       8.000%   3/17/2023      13.8750
LEHMAN BROS HLDG       8.050%   1/15/2019      15.5000
LEHMAN BROS HLDG       8.500%    8/1/2015      19.2500
LEHMAN BROS HLDG       8.500%   6/15/2022      14.0000
LEHMAN BROS HLDG       8.750%  12/21/2021      17.0000
LEHMAN BROS HLDG       8.800%    3/1/2015      18.8750
LEHMAN BROS HLDG       8.920%   2/16/2017      15.2500
LEHMAN BROS HLDG       9.500%  12/28/2022      16.3750
LEHMAN BROS HLDG       9.500%   1/30/2023      16.3750
LEHMAN BROS HLDG       9.500%   2/27/2023      15.7500
LEHMAN BROS HLDG      10.000%   3/13/2023      17.5000
LEHMAN BROS HLDG      10.375%   5/24/2024      11.0000
LEHMAN BROS HLDG      11.000%  10/25/2017      17.0000
LEHMAN BROS HLDG      11.000%   6/22/2022      16.3750
LEHMAN BROS HLDG      11.000%   8/29/2022      17.0000
LEHMAN BROS HLDG      11.000%   3/17/2028      16.0000
LEHMAN BROS HLDG      11.500%   9/26/2022      15.0210
LEHMAN BROS HLDG      18.000%   7/14/2023      14.2710
LTX-CREDENCE           3.500%   5/15/2011      53.0000
MAJESTIC STAR          9.500%  10/15/2010      65.0000
MAJESTIC STAR          9.750%   1/15/2011      10.5600
MERISANT CO            9.500%   7/15/2013      11.0300
MERRILL LYNCH          0.000%    3/9/2011      95.7500
METALDYNE CORP        10.000%   11/1/2013       3.5000
METALDYNE CORP        11.000%   6/15/2012       1.0000
MORRIS PUBLISH         7.000%    8/1/2013      29.5000
NEFF CORP             10.000%    6/1/2015      14.6000
NETWORK COMMUNIC      10.750%   12/1/2013      40.1250
NEWARK GROUP INC       9.750%   3/15/2014      43.7500
NEWPAGE CORP          12.000%    5/1/2013      52.5000
NLC-CALL12/09          7.750%  11/15/2011     100.0000
NORTH ATL TRADNG       9.250%    3/1/2012      34.1500
NTK HOLDINGS INC      10.750%    3/1/2014       2.9380
OSCIENT PHARM         12.500%   1/15/2011       3.0000
PALM HARBOR            3.250%   5/15/2024      54.0000
PANOLAM INDUSTRI      10.750%   10/1/2013      31.5000
PINNACLE AIRLINE       3.250%   2/15/2025      98.0000
PMI CAPITAL I          8.309%    2/1/2027      20.7500
QUALITY DISTRIBU       9.000%  11/15/2010      61.0140
RAFAELLA APPAREL      11.250%   6/15/2011      42.7250
RAIT FINANCIAL         6.875%   4/15/2027      40.1783
READER'S DIGEST        9.000%   2/15/2017       1.2500
RESIDENTIAL CAP        8.000%   2/22/2011      65.0000
RESIDENTIAL CAP        8.375%   6/30/2010      61.4430
RH DONNELLEY           6.875%   1/15/2013       9.2500
RH DONNELLEY           6.875%   1/15/2013       9.2500
RH DONNELLEY           6.875%   1/15/2013       9.2500
RH DONNELLEY           8.875%   1/15/2016       9.1880
RH DONNELLEY           8.875%  10/15/2017       9.2500
ROTECH HEALTHCA        9.500%    4/1/2012      58.6250
SILVERLEAF RES         8.000%    4/1/2010      90.7000
SIX FLAGS INC          9.625%    6/1/2014      31.0000
SIX FLAGS INC          9.750%   4/15/2013      28.5000
SPACEHAB INC           5.500%  10/15/2010      45.2000
STANLEY-MARTIN         9.750%   8/15/2015      30.0000
STATION CASINOS        6.000%    4/1/2012      19.3000
STATION CASINOS        6.500%    2/1/2014       0.5000
STATION CASINOS        6.625%   3/15/2018       0.5000
STATION CASINOS        6.875%    3/1/2016       0.5000
STATION CASINOS        7.750%   8/15/2016      16.0000
TEKNI-PLEX INC        12.750%   6/15/2010      77.0000
THORNBURG MTG          8.000%   5/15/2013       8.0000
TIMES MIRROR CO        7.250%    3/1/2013      24.2500
TOM'S FOODS INC       10.500%   11/1/2004       2.2500
TOUSA INC              7.500%   3/15/2011       5.7500
TOUSA INC              7.500%   1/15/2015       3.0000
TOUSA INC              9.000%    7/1/2010      48.0000
TOUSA INC              9.000%    7/1/2010      51.0000
TOUSA INC             10.375%    7/1/2012       7.4000
TRANSMERIDIAN EX      12.000%  12/15/2010      12.1140
TRIBUNE CO             4.875%   8/15/2010      21.1250
TRIBUNE CO             5.250%   8/15/2015      24.2500
TRUMP ENTERTNMNT       8.500%    6/1/2015       2.7500
USFREIGHTWAYS          8.500%   4/15/2010      59.5000
VERASUN ENERGY         9.375%    6/1/2017      15.7500
VERENIUM CORP          5.500%    4/1/2027      45.5000
VION PHARM INC         7.750%   2/15/2012      12.0250
VISTEON CORP           7.000%   3/10/2014      21.0000
WASH MUT BANK FA       5.125%   1/15/2015       0.5700
WASH MUT BANK FA       5.650%   8/15/2014       0.4000
WASH MUT BANK FA       6.875%   6/15/2011       0.6360
WASH MUT BANK NV       5.500%   1/15/2013       0.5700
WASH MUT BANK NV       5.550%   6/16/2010      35.7500
WASH MUT BANK NV       5.950%   5/20/2013       0.8500
WASH MUT BANK NV       6.750%   5/20/2036       0.2500
WASH MUTUAL INC        4.200%   1/15/2010      95.0000
WASH MUTUAL INC        8.250%    4/1/2010      90.0000
WCI COMMUNITIES        4.000%    8/5/2023       1.5625
WCI COMMUNITIES        7.875%   10/1/2013       1.1250
WCI COMMUNITIES        9.125%    5/1/2012       1.2200
WII COMPONENTS        10.000%   2/15/2012      60.0000
YELLOW CORP            3.375%  11/25/2023      42.0000
YELLOW CORP            5.000%    8/8/2023      52.0000
YELLOW CORP            5.000%    8/8/2023      45.0000





                            *********

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 **