TCR_Public/091222.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, December 22, 2009, Vol. 13, No. 353

                            Headlines


20 BAYARD VIEWS: Case Summary & 20 Largest Unsecured Creditors
ABITIBIBOWATER INC: Aurelius Wants to Access Financial Data
ABITIBIBOWATER INC: Court Declines to Repudiate Spliethoff Pacts
ABITIBIBOWATER INC: Waste Mgt. Buys Recycling Assets for $12MM
ABODE MORTGAGE: To Delay Annual Report; Has Going Concern Doubt

ACCENTIA BIOPHARMA: Can Use $1.64 Million of Corps Real DIP Loan
ACCENTIA BIOPHARMA: Has Until Today to File Chapter 11 Plan
ACTRADE FINANCIAL: Trustee Sues Aharoni for $31.6 Million Fraud
AFFINITY GROUP: Lenders Move Interest Payment Date to Dec. 29
AFFINITY GROUP: Private Equity Firm to Provide $70MM 2nd Lien Debt

AFFINITY GROUP: Terminates FreedomRoads Option Agreement
ALL-AMERICAN SPORTPARK: Swings to $17,270 Net Loss in Q3 2009
AMCORE FINANCIAL: Secures Amendment to $12.5MM Credit Facility
AMTRUST FINANCIAL: FDIC May File $2 Billion Claim
ANDREW YOUNG: Files Schedules of Assets and Liabilities

ASPYRA INC: Posts $1.4 Million Net Loss in Q3 2009
AVISBUDGET GROUP: DBRS Assigns Issuer Rating of 'B'
BAKERS FOOTWEAR: Receives Non-Compliance Notice From Nasdaq
BAY MANAGEMENT: To Close Eight Blockbuster Stores on December 31
BRADLEY SIDLE: Voluntary Chapter 11 Case Summary

BRSP LLC: S&P Changes Outlook on 'B2' Senior Loan Rating to Stable
BUCKINGHAM FINANCIAL: Case Summary & 12 Largest Unsec. Creditors
BW OF KINGSTON: Case Summary & 20 Largest Unsecured Creditors
C&C PUMPING SERVICES: Case Summary & 19 Largest Unsec. Creditors
CALIFORNIA STATE UNIVERSITY: Moody's Lifts Bond Ratings From 'Ba1'

CAPMARK FINANCIAL: Gets Nod for KPMG as Financial Advisor
CAPMARK FINANCIAL: Has OK for Richards Layton as Del. Counsel
CAPMARK FINANCIAL: Wins Court OK for Beekman as Strategic Advisor
CAPMARK FINANCIAL: Gets Nod to Hire Lazard as Investment Banker
CARBON BEACH: Meeting of Creditors Scheduled for January 12

CASCADE ACCEPTANCE: Can Hire Provencher & Flatt as Bankr. Counsel
CASCADE ACCEPTANCE: U.S. Trustee Appoints 7-Member Creditors Panel
CC MEDIA: Upsizing of Sr. Notes Won't Affect S&P's 'CCC+' Rating
CELL THERAPEUTICS: Inks Indemnity Agreements with Bianco, et al.
CELL THERAPEUTICS: OKs Performance-Based Stock Bonus Opportunities

CENTRAL PARK: Files for Chapter 11 Bankruptcy to Avert Auction
CHAMPION HOME: S&P Retains 'D' Rating on $180 Mil. Senior Notes
CHEMTURA CORP: Proposes to Release RABBI Trust Funds Under SSP
CHEMTURA CORP: Rejection of OPEB Plan Partially Approved
CHEMTURA CORP: Seeks Approval of USW "Holiday Pay" Agreement

CHRYSLER LLC: Terms of Proposed Plan of Liquidation
CHRYSLER LLC: Bill Offers Arbitration to Rejected Dealers
CHRYSLER LLC: Chrysler Group Exempted From Treasury Pay Rules
CHRYSLER LLC: Suit Against Daimler on Supply Halt Dropped
CHRYSLER LLC: Voting Exclusivity Extended Until March 31

CHRYSLER LLC: To Invest $179MM on Fuel-Efficient Engines
CIB MARINE: Taps Stifel Nicolause to Search Partner
CIMINO BROKERAGE: Can Use Cash Collateral of Prepetition Lenders
CIMINO BROKERAGE: U.S. Trustee Appoints 5-Member Creditors Panel
CIMINO BROKERAGE: Weather, Financial Woes Cued Chapter 11 Filing

CIRCUIT CITY: Rejects All Contracts With Charter Comms.
CIRCUIT CITY: Seeks to Recover $19.18MM Payments to Active Media
CIRCUIT CITY: Sues Creative Labs for Breach of Contract
CISTERA NETWORKS: Earns $342,500 in Second Quarter Ended Sept. 30
CLAIRE'S STORES: Moody's Affirms 'Caa3' Senior Secured Rating

CLEAR CHANNEL: Moody's Downgrades Ratings on Senior Notes to 'B2'
COOPER-STANDARD: Cooper Tire Asks CA to Dismiss Appeal
COOPER-STANDARD: CSA Canada Wants 3-Month Extension of CCAA Stay
COOPER-STANDARD: Terms of Proposed $200MM Replacement Facility
CRUCIBLE MATERIALS: Sells Service Facilities to SBI for $13.2 Mil.

CW MEDIA: S&P Keeps 'B-' Long-Term Corporate Credit Rating
DAE HAN INC: Case Summary & 14 Largest Unsecured Creditors
DIRECT GENERAL: A.M. Best Affirms FSR of 'B'
DUBAI WORLD: May Pay Interest Pending Standstill Agreement
ENABLE HOLDINGS: Net Loss Down to $2.36-Mil. in Q3 2009

ERICKSON RETIREMENT: Won't Have Patient-Care Ombudsman
EVERGREEN ENERGY: Enters Into Agreement to Restructure Sr. Notes
FAIRFIELD RESIDENTIAL: Files Ch 11 Plan; Trust, Newco to be Formed
FAIRFIELD RESIDENTIAL: Taps Paul Hastings as Bankruptcy Counsel
FAIRFIELD RESIDENTIAL: Wants Richards Layton as Delaware Counsel

FAIRFIELD RESIDENTIAL: Wants Procopio Cory as Special Counsel
FAIRVUE CLUB: Counters American Security's $3.48 Mil. Suit
FAYETTEVILLE MARKETFAIR: Sec. 341 Creditors Meeting on Jan. 25
FINAL ANALYSIS: Wants Case Converted to Chapter 7 Liquidation
FINLAY ENTERPRISES: Court Extends Ch. 11 Plan Filing Until April 2

FINLAY ENTERPRISES: Sale of Substantially All Assets Approved
FIRST CHURCH OF THE NAZARENE: Voluntary Chapter 11 Case Summary
FONTAINEBLEAU LAS VEGAS: Receives Final Approval on DIP Financing
FRIAR TUCK: To Hand Deed to Bank If Sale Won't Push Through
GENERAL CABLE: Moody's Raises Ratings on Senior Notes to 'Ba3'

GENERAL CABLE: S&P Corrects Press Release; Assigns 'B' Rating
GENERAL GROWTH: Board Declares $0.19 Per Share Dividend
GENERAL GROWTH: Order Confirming 218 Debtors' Reorganization Plan
GENERAL MOTORS: Microsoft's Liddell Named as Vice Chairman & CFO
GENERAL MOTORS: House Approves Compromise on Dealer Cuts

GENERAL MOTORS: Panel & JPM Ink Confidentiality Pact on Docs.
GENERAL MOTORS: Remy Objects to Contract Rejection
GENERAL MOTORS: Objects to Marchbanks' $2.5 Bil. Claim
GENERAL MOTORS: To Start Repaying Loans in June 2010
GENERAL MOTORS: Says SAAB Sale "Would Not Be Concluded"

GENMAR HOLDINGS: Sells Marina to RLA Family for $3 Million
GHANA REINSURANCE: A.M. Best Affirms FSR of 'B'
GLEN ROSE: Posts $307,000 Net Loss in 2nd Quarter Ended Sept. 30
GLOBAL CONTAINER: Can Obtain $1.4MM DIP Loan from National Bank
GLOBAL CONTAINER: Court to Consider Sale of RORO Vessel on Dec. 22

GOLDEN ELEPHANT: Posts $1.9 Million Net Loss in Q3 2009
GPX INT'L: Creditors Have Until February 1 to File Proofs of Claim
HAWKEYE RENEWABLES: Files Chapter 11 with Prepackaged Plan
HAYES LEMMERZ: Emerges From Chapter 11 Bankruptcy
HEADLEE MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors

HEARTLAND PUBLICATIONS: Files Pre-Negotiated Ch 11 Bankr. Petition
HONOLULU SYMPHONY: Files Chapter 11 Amid Decline in Donations
IMAGE ENTERTAINMENT: Gets Nasdaq Staff Determination on Delisting
IMPERIAL CAPITAL: Case Summary & 20 Largest Unsecured Creditors
INTERNATIONAL LEASE: Moody's Cuts Senior Unsecured Rating to 'B1'

INTERSTATE HOTELS: Joint Venture Cues Moody's Rating Reviews
ION MEDIA: Says It Has Emerged from Chapter 11
JAMES LEE NICKESON: Case Summary & 12 Largest Unsecured Creditors
JAMES SHANNON: Case Summary & 8 Largest Unsecured Creditors
JARDEN CORPORATION: Mapa Spontex Deal Won't Move Moody's B1 Rating

JOSEPH ROBERT: Sec. 341 Creditors Meeting Set for Jan. 27
KEYLIME COVE: Financial Woes Prompts Chapter 11 Filing
KIRKLAND HUTCHESON: Meeting of Creditors Set for January 7
LAS VEGAS CASINO: Canaveral Port Recoups Monies to Pay Lienholders
LEAR CORP: Warrants to Buy Common Shares Become Exercisable

LIFEMASTERS SUPPORTED: Completes Ch. 11 Sale of Assets to StayWell
LIVE CURRENT: Reports $726,000 Net Income in Q3 2009
LUNA INNOVATIONS: Could Exit from Bankruptcy as Early as Jan. 12
MAJESTIC STAR: U.S. Trustee Appoints 5-Member Creditors Panel
MAJESTIC STAR: Gets Final Approval for Cash Collateral Use

MISS SHELLEY'S UPWARD: Case Summary & 20 Largest Unsec. Creditors
MULTIPLAN INC: Viant Merger Deal Cues S&P to Withdraw 'B+' Rating
NATCHEZ REGIONAL: Steps Out of Bankruptcy After Court Okayed Plan
NEENAH PAPER: S&P Changes Outlook to Stable; Affirms 'B+' Rating
NEW YORK RACING: To Run Out of Money By Next Summer

NIKISKI PARTNERS: Case Summary & 2 Largest Unsecured Creditors
NORTEL NETWORKS: Canada Employee Claims Deadline Moved to Jan. 31
NORTEL NETWORKS: Gets Jan. 29 Extension of Stay Period Under CCAA
NORTEL NETWORKS: Proposes John Ray as Principal Officer
NORTEL NETWORKS: Seeks Determination of Sun Life Funds Ownership

NORTH COUNTRY: Files Ch. 11; Famous Dave's to Buy Back Franchises
NORTH COUNTRY: Case Summary & 11 Largest Unsecured Creditors
NTK HOLDINGS: GE Capital is Co-Lender in $250-Mil. Exit Financing
NTK HOLDINGS: Amends Application for Qualification of Indenture
NTK HOLDINGS: Submits Final Report on Chapter 11 Cases

NTK HOLDINGS: Wants Final Decree Closing 36 Chapter 11 Cases
NTK HOLDINGS: S&P Withdraws 'D' Corporate Credit Rating
ORLEANS HOMEBUILDERS: Lenders Extend $375-Mil. Loan Agreement
PERFORMANCE CAPITAL: Posts $315,000 Net Loss in Q3 2009
PNG VENTURES: Posts $2.6 Million Net Loss in Q3 2009

POWER OF CHANGE CHRISTIAN: Voluntary Chapter 11 Case Summary
PROTOSTAR LTD: Can Pay Lenders With Satellite Cash, Judge Says
QUANTUM FUEL: Receives Non-Compliance Notice From Nasdaq
QUESTEX MEDIA: Completes Sale to First-Lien Lenders
RAINBOWS UNITED: Closes Locations; To Lay Off 11 Employees

RAMSEY HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
RED ROCKET: Asks Court to OK DIP Financing, Cash Collateral Use
RENAISSANCE HOME: Court Approves Chapter 11 Plan
R.H. DONNELLEY: Douglas County, et al., Object to Plan
R.H. DONNELLEY: Non-Consenting Noteholders' Voting Date on Dec. 28

RIDGEFIELDS COUNTRY: Case Summary & 2 Largest Unsecured Creditors
ROPER BROTHERS: Files Chapter 11 in Richmond Roper Brothers Lumber
RIDGEFIELDS COUNTRY: Case Summary & 2 Largest Unsecured Creditors
ROUTE 32 NW REALTY: Case Summary & 20 Largest Unsecured Creditors
SAIGON VILLAGE: Case Summary & 20 Largest Unsecured Creditors

SAN CARLOS PLAZA: Case Summary & 10 Largest Unsecured Creditors
SANFORD HOROWITZ: Section 341(a) Meeting Set for January 13
SES SOLAR: Reports $120,800 Net Loss in Q3 2009
SHOPPES OF KENWOOD: Chapter 11 Filing Blocks Sheriff's Auctions
SIX FLAGS: Set for Confirmation Trial on Reorganization Plan

SORRENTO PAVILION: Case Summary & 5 Largest Unsecured Creditors
SOUTHERN CALIF. UNIVERSITY: Moody's Cuts Bond Ratings to 'B3'
ST MARY'S: Panel Fights to Stay Hearing to Pave Way Saber's Plan
STATION CASINOS: FCP Holding's Schedules and Statement
STATION CASINOS: Nine Units' Schedules & Statements

STATION CASINOS: Northern NV's Schedules and Statement
TETON ENERGY: Gets OK for DIP Financing, Cash Collateral Use
THORNBURG MORTGAGE: Selling Mortgage-Servicing Biz. in February
TISHMAN SPEYER: S&P Withdraws 'D' Corporate Credit Rating
TLC VISION: To Restructure Debt in Pre-Arranged Chapter 11 Filing

TRIAN ACQUISITION: Board Approves Plan of Distribution
TRIBUNE CO: Gets Nod to Assume Diablo Lease
TRIBUNE CO: Gets Nod To Sell Illinois Property for $695,000
TRIBUNE CO: Panel Wants Merrill to Produce Documents
TRONOX INC: Reveals Plan Term Sheet for Reorganization Plan

TUMBLEWEED INC: To Lease 8 Properties to GE Under Plan
USEC INC: Weak Credit Metrics Cue Moody's to Junk Corp. Rating
VISTEON CORP: Creditors May Sue Ford over Spinoff
WASHINGTON MUTUAL: Agrees With FDIC, JPM on Confidentiality
WASHINGTON MUTUAL: Wants to Conduct Examination on FDIC, et al.

WASHINGTON MUTUAL: A 'Group' Is An 'Ad Hoc Committee,' Judge Says
WESTERN REFINING: Moody's Gives Neg. Outlook; Keeps 'B3' Rating
WINNINGHAM DEVELOPMENT: Voluntary Chapter 11 Case Summary
WORLDSPACE INC: India Operations May Shutdown
WOUND MANAGEMENT: Posts $258,800 Net Loss in Q3 2009

YRC WORLDWIDE: Inks Amendment to Revolver, ABS Facilities

* Oil Platform Dismantling Spat Heads to State Court
* Virgin Islands Telecom Execs Protest Case Transfer
* Experts Say Commercial Property Woes Only Beginning

* Resources Global Promotes Brian Goodman to Sr. Practice Leader
* Tennebaum Capital Discloses Final Closing of DIP Financing Fund

* Large Companies With Insolvent Balance Sheets


                            *********

20 BAYARD VIEWS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 20 Bayard Views, LLC
        217 Havemeyer St.
        Brooklyn, NY 11211

Case No.: 09-50723

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Leslie A. Berkoff, Esq.
                  Moritt Hock Hamroff Horowitz
                  400 Garden City Plaza, Suite 202
                  Garden City, NY 11530
                  Tel: (516) 873-2000
                  Fax: (516) 873-2010
                  Email: lberkoff@moritthock.com

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

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

The petition was signed by Martin Ehrenfeld, the company's
restructuring officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Add Plumbing                                      $325,000
120 Evergreen Ave.
Brooklyn, NY 11206

Parkview                                          $230,000

Earnest Feldmen                                   $90,000

Berry's Cooling & Heating                         $73,440

Zenta Design, Inc.                                $70,000

New Age Iron Works                                $44,960

High View Management                              $17,380

Steel Toe, Inc.                                   $9,350

Reds Telecome                                     $7,219

The Cleaning Depot                                $6,600

Certified Lumber                                  $5,402

B. Moore Design                                   $5,000

Franklin Printing                                 $4,248

H.T.C. Appliances                                 $4,169

Lik-Nu Porcelain Inc.                             $3,609

Engraving & More                                  $3,168

I IG Graph                                        $3,000

Comin'Up, Inc.                                    $2,990

A P Fitness                                       $1,500

Thyssenkrupp Elevator Crp                         $910


ABITIBIBOWATER INC: Aurelius Wants to Access Financial Data
-----------------------------------------------------------
Aurelius Capital Management, LP, holds 7.95% Notes issued by
Bowater Canada Finance Corporation, pursuant to a Purchase
Agreement and an Indenture Agreement each dated as of October 31,
2001.

The principal outstanding on the Notes is US$600 million, with a
maturity of November 15, 2011.  The Notes are (i) entitled to
distributions as unsecured debt from the proceeds of the
liquidation of BCFC, including recoveries from Bowater Canadian
Holding Inc. and other parties that may have obligations towards
BCFC or in which BCFC or BCHI may hold an interest, and (ii)
fully and unconditionally guaranteed by Bowater Incorporated or
BOW.  Additionally, BOW, as the sole shareholder of BCFC, is
required to make contributions to BCFC to satisfy all creditor
claims of BCFC.

Through a series of transactions, BCFC transferred directly and
indirectly substantially all the proceeds of the issuance of the
Notes to BOW and its subsidiaries, and BCFC ultimately received
Class A Preferred Shares in BCHI because of a series of
intercompany operations since 2001.  The CCAA proceedings to
which BCFC is an applicant constitute an Event of Default under
the Notes, as per the Note Agreements, Aurelius disclosed.

Aurelius relates that because BCFC has no independent operations,
its material assets are the preferred shares in BCHI and it holds
guarantee and contribution claims against BOW, which is also its
parent.  In his regard, BCFC is adverse in interest to all other
Applicants in the CCAA Proceedings, Aurelius notes.  Moreover,
BCFC is deprived of unconflicted advisors, because it is
represented by the same counsel, financial advisors and Monitor
as all of the other CCAA Applicants, against whom BCFC is adverse
in interest, Aurelius adds.

As a result of the adversity of interest, Aurelius, on behalf of
all Noteholders, is concerned that a restructuring proposal may
be put forth that would compromise the preferred shares of BCFC,
the assets of BCHI and its affiliates in the Chapter 11 cases
litigated in the U.S. Bankruptcy Court for the District of
Delaware, or the claims that BCFC holds against BOW and its
affiliates.

In addition, given the inherent conflict of interest, BCFC could
be prejudiced in the restructuring process because of the absence
of any independent fiduciaries to advocate for the particular
interests of BCFC which are in direct conflict with the other
Debtors, Aurelius tells the Canadian Court.

                  "Vital Need for Information"

Against this backdrop, Aurelius seeks to determine whether (i)
any of the assets at BCFC, any entities in which it holds claims,
and any affiliates of those entities, have been or are being
deprived for the benefit of other Debtors, and (ii) there exist
any other claims that BCFC may hold as a result of the
complicated series of transactions that took place from 2001
until the present, which public disclosure has been limited.

The Chapter 11 and CCAA creditors have the right to know if the
Debtors and Applicants were solvent or insolvent at the date of
the Chapter 11 Petition Date and the commencement of the CCAA
Proceedings and if they are as of today, Aurelius maintains.
They also have the right to be informed and reassured that the
company which with they are dealing is not being sacrificed for
the benefit of any other Debtors or Applicants, Aurelius laments.

Accordingly, Aurelius asks Court enter an order directing the
CCAA Applicants and the CCAA Monitor to provide to all
Noteholders, including Aurelius (i) the disaggregated financial
statements as of April 17, 2009, and as of the present, and (ii)
particulars of intercompany transactions and asset transfers that
occurred in the three-year period prior to the commencement of
the CCAA Proceedings, for each of these Relevant Entities:

  * Bowater Canada Finance Corporation
  * Bowater Canada Finance LP
  * Bowater Canadian Holding Incorporated
  * Bowater Canada Treasury Corporation
  * Bowater Alabama LLC
  * AbitibiBowater US Holding 1 Corp.
  * Bowater Canada Forest Products Inc.
  * Bowater Shelburne Corporation
  * Bowater Pulp and Paper Canada Holdings LP
  * Bowater Incorporated
  * AbitibiBowater Canada Incorporated

                       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 Declines to Repudiate Spliethoff Pacts
----------------------------------------------------------------
The substantial volumes of paper and pulp products sold by
Abitibi-Consolidated Inc., Bowater Inc. and certain of their
affiliates, as applicants under the Companies' Creditors
Arrangement Act of Canada throughout Europe, the Middle East,
Northern Africa, the Caribbean and South America are generally
transported by ship.  In certain cases, the Applicants may either
(i) lease entire ships for their own exclusive purposes, or (ii)
ship goods in containers, which are transported along with various
other container from the shipping company's other clients.

In this regard, the CCAA Applicants maintain numerous contractual
agreements with shipping companies, each of which have
exclusivity over certain shipping routes for contractually agreed
upon prices, conditions and time periods.

At the commencement of the CCAA Proceedings, these shipping
routes with respect to the shipment of the Applicants' products
were attributed to these shipping companies:

   Shipping Route                       Shipping Companies
   --------------                       ------------------
   Baie-Comeau, Canada to Europe        (1) Transatlantic &
   and the UK                           (2) Wagenborg Shipping
                                            B.V

   Baie-Comeau, Canada                  Spliethoff
   to the Caribbean                     Transport B.V.

   Baie-Comeau, Canada to Brazil        Gearbulk

   Baie-Comeau, Canada to Egypt         Spliethoff

   Baie-Comeau, Canada to Turkey        Wagenborg

   Catawba, USA to Europe               Grieg Star

More than 2,700 potential contracts have been identified by the
Applicants as being subject to review, renegotiation and
repudiation.  Ernst & Young, Inc., the Court-appointed monitor in
the Canadian proceedings of the CCAA Applicants, noted in its
18th Monitor's Report that E&Y's involvement in the contract
renegotiation and repudiation process "is restricted to reviewing
and, where appropriate, approving contract repudiations as
presented by the [Applicants]."

In August 2009, the Applicants provided each Vendor with a
separate envelope containing the Applicants' proposed new
contractual arrangements, including pricing reductions and new
standard terms.  Spliethoff rejected the standard terms and
conditions proposed by the Applicants to be applied to the
renegotiated shipping contracts.

While Spliethoff's refusal to incorporate some of the proposed
terms and conditions had already been factored into the
computative financial analysis of Spliethoff and Wagenborg bids,
Spliethoff's refusal to incorporate other terms and conditions
further increased the differences between the two offers.  On the
other hand, Wagenborg's acceptance of the material standard terms
and conditions proposed by the Applicants provides them with,
among other things, "increased operational flexibility and
increased accountability on the part of the shipper which may
yield additional potential monetary savings."

In this regard, the Applicants sought and obtained the approval
of E&Y for the repudiation of (i) the Baie-Comeau, Canada to the
Caribbean shipping lane, and (ii) the Baie-Comeau, Canada to
Egypt shipping lane contracts with Spliethoff, on the basis of,
among other things, the financial analysis.  The Contracts were
entered into by the parties in November 2004 for an eight-year
period beginning on January 1, 2005, and expiring on December 31,
2012.

As of October 13, 2009, the Monitor had approved 116 contract
repudiations by the Applicants, E&Y Vice President Alex Morrison
noted.

A full-text copy of E&Y's October 18th Monitor's Report detailing
the shipping transactions is available at no charge at:

    http://bankrupt.com/misc/CCAA_18thMonitorReport.pdf

                     Spliethoff Reacts

In response to the Repudiation of the Spliethoff Contracts,
Spliethoff averred that it is entitled to enforce the provisions
and clauses of the Contracts on behalf of the vessel owners.

By repudiating the Contracts, Spliethoff complained, the CCAA
Applicants "did not respect the contract review and renewal
process," and "breached a commitment to invite Spliethoff to
participate in a bid for Spliethoff's lines to the Caribbean and
Mediterranean in the event that . . . no agreement could be
reached" in the first phase of negotiations.

Accordingly, Spliethoff asked the Canadian Court to declare that
the Contracts are "still in force, under reserve of all legal
objections."  Spliethoff also sought a safeguard order from the
Canadian Court, suspending the repudiation of the Contracts.

                     *     *     *

The Honorable Justice Daniele Mayrand, J.S.C., of the Canadian
Court dismissed Spliethoff's request, noting that the Repudiation
of the Spliethoff Contracts "was done in the best interests . . .
of all the parties involved in the restructuring."

"It is therefore not appropriate to intervene," Madame Justice
Mayrand emphasized.

Given the "fragile and neuralgic situation of the entire ABH
Group" in terms of its financing, the CCAA Applicants have an
obligation to do everything they can to make the restructuring a
success, the Canadian Court opined.

                  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: Waste Mgt. Buys Recycling Assets for $12MM
--------------------------------------------------------------
Bankruptcy Judge Kevin Carey approved the proposed bidding
procedures to govern the sale of Abitibi-Consolidated
Corporation's recycling assets and related liabilities to Waste
Management Recycle America, L.L.C., as the proposed buyer.

Waste Management is purchasing the assets for $12,050,000, absent
higher and better offers.

The Court authorized the Debtors to (i) enter into the Asset
Purchase Agreement with Waste Management to establish a minimum
bidding price of $12,050,000 for the Acquired Assets, and (ii)
pay the Bid Incentives, consisting of reimbursable expenses of no
more than $150,000 and Break-Up Fee of $350,000 to Waste
Management, as applicable.

Michael O' Hara, vice president in the Restructuring and
Reorganization Advisory Group of Blackstone Advisory Services,
L.P., asserted in a certification filed with the Court that the
Bid Incentives -- which were negotiated in good faith and were
product of arm's-length negotiations -- are reasonable and
consistent with those that have been approved in other sale
transactions of similar value.

"Specifically, the Break-Up Fee is just under 3.0% of the cash
consideration the Debtors expect to receive under the Asset
Purchase Agreement and falls within the market range for those
types of fees," Mr. O'Hara said, citing routinely approved break-
up fees of 3.0% including those in Tropicana Entertainment, LLC,
Nutritional Sourcing Corp, Acme Metal, Net2000 Communications,
American MetroComm Corp., and Waste Systems International.

Blackstone provides the Debtors with investment banking and
financial advisory services in connection with their Chapter 11
restructuring efforts.

"I believe that the Bid Procedures and Auction will allow ACC to
ensure that it receives the best offer for the Acquired Assets
and best terms on the Processing Agreement while also allowing
the Debtors to timely realize the benefits of the proceeds from
the Sale Transaction, which will aid in the Debtors' ongoing
reorganization efforts," Robert T. Cook, manager of ACC Finance
and Supply Chain, North America, said in a separate declaration.

The auction for the sale of the Recycling Assets was to be held
December 14, 2009, at the offices of Paul, Weiss, Rifkind,
Wharton & Garrison LLP, at 1285 Avenue of the Americas in New
York.

The Court directed the Debtors to provide CIVF I-TXIBOI & B02,
M02-M05, W04, W07-WIO, L.P., with all documentation the Debtors
receive from parties determined to be Qualified Bidders regarding
evidence of the Qualified Bidders' ability to provide adequate
assurance of future performance under the Assigned Contracts
hinged on the Recycling Assets.  Immediately after the conclusion
of an Auction, the Debtors will advise CIVF of the name and
contact information of the parties determined to have submitted
the Successful Bid and the Back-up Bid.

The Court further directed the Debtors to cause publication of
the Auction and Sale Notice in Official Board Markets: The Yellow
Sheet, pursuant to Rule 2002(1) of the Federal Rules of
Bankruptcy Procedure.  The Debtors will also serve the Cure
Amount Notice upon each counterparty to an Assigned Contract.

All objections to the Motion that have not been withdrawn,
waived, or settled at the hearing or by stipulation filed with
the Court, are overruled, Judge Carey held.

           Waste Management Declared Successful Bidder;
                         Auction Cancelled

The Debtors informed the Court that as of December 10, 2009, no
Qualified Bids other than the bid submitted by Waste Management
in connection with the APA were received by the December 8 Bid
Deadline.  Consequently, the Auction slated for December 14 was
cancelled.

Accordingly, pursuant to the Bid Procedures, the Debtors
designate Waste Management's bid for the Recycling Assets as the
highest and best offer and the Successful Bid, according to Sean
T. Greecher, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware.

A hearing to approve the Sale of the Recycling Assets to Waste
Management will commence on December 16, 2009.

                Debtors File Proposed Cure Amounts

Pursuant to the Bid Procedures, the Debtors may assume, sell, and
assign certain of their unexpired leases, license agreements, and
executory contracts to the buyer, free and clear of all liens,
claims, encumbrances and interests on satisfaction of the cure
amounts required under Section 365(b)(1)(A) of the Bankruptcy
Code.

In this regard, the Debtors submitted to Judge Carey a schedule
of the Contracts that they may seek to assume, sell, and assign
in relation to the sale of the Recycling Assets, along with their
corresponding Cure Amounts, a copy of which is available for free
at http://bankrupt.com/misc/ABH_RecyclingAssignedContracts.pdf

In response, Republic Waste Services of Texas, Ltd., d/b/a JC
Duncan Companies, as party to an executory contract known as the
Amended and Restated Recyclables Processing Agreement dated
December 5, 2001, contends that the Debtors' proposed cure amount
with respect to the Agreement is incorrect.  Republic Waste
asserts that the Debtors must pay it $190,141 in order to cure
the Recyclables Agreement, instead of its proposed cure amount of
$34,652.  Republic also objects to the assumption and assignment
of the Agreement on the grounds that it can terminate the
Agreement upon its assignment to Waste Management Services.

            Arlington ISD Seeks Payment of Taxes

Arlington ISD taxing unit, a subdivision of the State of Texas,
is authorized to levy and assess ad valorem taxes on the value of
property located within its taxing jurisdiction as of January 1
of each tax year.

According to Elizabeth Banda, Esq., at Perdue, Brandon, Fielder,
Collins & Mott, L.L.P., in Arlington, Texas, Arlington ISD holds
prepetition ad valorem tax liens secured claims for property
taxes.  The Secured Tax Liens currently encumber the property
that is the subject of the Debtors' Sale Motion.

"The Taxing Unit's claims are secured by prior perfected
continuing enforceable tax liens upon the property of the Debtor,
as provided by Sections 32.01 and 32.05(b) of the Texas Property
Tax Code," Ms. Banda maintained.

Arlington ISD thus asks the Court to compel the Debtors to pay
its secured tax liens to be paid at closing of the Sale.  In the
alternative, Arlington ISD seeks that a separate escrow or
segregated account be created from any sales proceeds to cover
the prepetition ad valorem taxes as adequate protection for the
tax liens.

                       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).


ABODE MORTGAGE: To Delay Annual Report; Has Going Concern Doubt
---------------------------------------------------------------
Abode Mortgage Holdings Corp. (TSX VENTURE: ABD) has filed a
Notice of Default pursuant to National Policy 12-203 Cease Trade
Orders for Continuous Disclosure Defaults in respect of the
Company's anticipated inability to file its annual audited
financial statements for the year ended August 31, 2009 by the
deadline of December 29, 2009 as required by National Instrument
51-102 Continuous Disclosure Obligations.

In connection with the Company's anticipated inability to file the
Annual Financial Statements on time, the Company has applied to
applicable Canadian securities regulators requesting that a
management cease trade order -- which restricts trading in the
Company's securities by the Company's insiders -- be issued as
opposed to an issuer cease trade order, which restricts all
trading in the Company's securities.

The Company anticipates that it will be unable to file the Annual
Financial Statements on time due to the cumulative effect of these
factors:

  (1) On November 30, 2009 the Company's auditors were in the
      process of completing the audit of the Company's Annual
      Financial Statements for the year ending August 31, 2009.

  (2) On that date the bankers for the Company's wholly-owned
      subsidiary, Abode Mortgage Corporation, withdrew AMC's
      warehouse line and AMC ceased operations casting doubt on
      whether the Company was a going concern.

  (3) A proposed purchaser has come forward and signed a non-
      binding letter of intent for the purchase of AMC, the effect
      of which would be to provide the Company with new capital to
      investigate and pursue new opportunities and establish the
      Company as a going concern.

  (4) Upon the transaction proceeding, the audit would be
      finalized immediately and the Annual Financial Statements
      would be filed forthwith thereafter upon approval by the
      Audit Committee.

The Company anticipates that the duration of its default in filing
its Annual Financial Statements will be less than 45 days.

There is no assurance that the Company's application to applicable
Canadian securities regulators will be accepted. If the securities
regulators do not accept the Company's application for a
management cease trade order, they may impose an issuer cease
trade order against the Company.

In addition, pursuant to 12-203, applicable Canadian securities
regulators may impose an issuer cease trade order against the
Company if the Annual Financial Statements are not filed by March
1, 2010, being the date that is two months following the date of
the filing deadline for the Annual Financial Statements. Also, an
issuer cease trade order may be imposed sooner if the Company
fails to file Default Status Reports on time in accordance with
12-203.

The Company intends to satisfy the provisions of 12-203 by filing
a bi-weekly Default Status Report containing the information
prescribed by 12-203, as long as the Company remains in default of
the financial statement filing requirement.

The Company is not currently subject to any insolvency
proceedings.

If the Company provides any information to any of its creditors
during the period in which it is in default of filing the Annual
Financial Statements, the Company confirms that it will also file
material change reports on SEDAR containing such information.


ACCENTIA BIOPHARMA: Can Use $1.64 Million of Corps Real DIP Loan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in a
tenth interim order, authorized Accentia BioPharmaceuticals Inc.,
et al., to:

   -- obtain postpetition financing from Corps Real, LLC; and

   -- grant adequate protection to the DIP lender.

A final hearing on the Debtors' DIP loan will be held on
January 14, 2010, at 9:30 a.m.  Objections, if any, are due on
January 13.

The DIP lender has agreed to provide $1,640,000 of financing.  The
Debtors would use the money to fund their operations postpetition.

The loan will bear interest at 16% p.a.  All amounts due under the
DIP Facility will become due and payable on the earlier of (i)
Dec. 31, 2010, (ii) dismissal of Biovest's Chapter 11 case,
(iii) conversion of Biovest's Chapter 11 case to a case under
Chapter 7 of the Bankruptcy Code, or (iv) the effective date of
Biovest's plan of reorganization.

As security for the payment of all obligations of Biovest to it,
the DIP Lender is granted a first priority senior security
interest in all of the property and assets of Biovest and its
estate, subject only to the Carve-Out for (x) fees of the
professionals engaged by the official committee of unsecured
creditors in an amount not to exceed $15,000 and (y) the unpaid
fees of the U.S Trustee or the Clerk of the Court.

                 About Accentia BioPharmaceuticals

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The Company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar,
P.A., represent the Debtors as counsel.  Adam H. Friedman, Esq.,
at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq.,
at Genovese Joblove & Battista PA, represent the official
committee of unsecured creditors as counsel.  In their bankruptcy
petition, the Debtors listed assets of $134,919,728 and debts of
$77,627,355 as of June 30, 2008.


ACCENTIA BIOPHARMA: Has Until Today to File Chapter 11 Plan
-----------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida approved an extension until December 22, 2009,
of Accentia Biopharmaceuticals, Inc.'s, exclusive period to file a
plan of reorganization.

Lenders Laurus Master Fund, Ltd., and its affiliates signed, for
the third time, a stipulation consenting to an extension of
Accentia's plan filing periods.  Laurus agreed that if the Debtors
file a plan of reorganization on or before December 22, the
Debtors will continue to have the exclusive rights to solicit
acceptances of that plan until January 31, 2010.

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/--is biopharmaceutical
company focused on the development and commercialization of drug
candidates that are in late-stage clinical development and
typically are based on active pharmaceutical ingredients that have
been previously approved by the FDA for other indications.  The
Company's lead product candidate is SinuNase(TM), a novel
application and formulation of a known therapeutic to treat
chronic rhinosinusitis.

The Company has acquired the majority ownership interest in
Biovest International Inc. and a royalty interest in Biovest's
lead drug candidate, BiovaxID(TM) and any other biologic products
developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for Chapter
11 protection on November 10, 2008 (Bankr. M.D. Fla., Lead Case
No. 08-17795).  Charles A. Postler, Esq., and Elena P. Ketchum,
Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida; and
Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A., represent
the Debtors as counsel.  Attorneys at Olshan Grundman Frome
Rosenzweig, and Genovese Joblove & Battista PA, represent the
official committee of unsecured creditors.  The Debtors said
assets totalled $134,919,728 while debts were $77,627,355 as of
June 30, 2008.


ACTRADE FINANCIAL: Trustee Sues Aharoni for $31.6 Million Fraud
---------------------------------------------------------------
Barbara Leonard at Courthouse News Service reports that the
liquidation trustee for Actrade Financial Technologies sued Amos
Aharoni, former chairman of the Company's board, for alleged
breach of fiduciary duty, conversion and fraud.  The trustee
pointed out that Mr. Aharoni siphoned about $31.6 million from
Actrade's Commerce Account.

The trustee said Mr. Aharoni transferred $10 million from that
account to a subsidiary in the Cayman Island in June and another
$21.6 million to a separate not affiliated with the company in
July, Ms. Leonard relates.

Daniel Dreisbach at Richards Layton & Finger represents the
trustee, Ms. Leonard notes.

Actrade Financial, through its subsidiaries, provided payment
technology solutions that automate financial processes and enhance
business-to-business commerce relationships.  It filed for Chapter
11 on December 12, 2002 (Bankr. S.D.N.Y. Case No. 02-16212).  It
obtained confirmation of its plan of liquidation on January 7,
2004.


AFFINITY GROUP: Lenders Move Interest Payment Date to Dec. 29
-------------------------------------------------------------
Affinity Group Holding, Inc., on September 14, 2009, received
consent letters from certain institutional holders of its 10-7/8%
Senior Notes Due 2012 holding in the aggregate $65,835,969
principal amount of the AGHI Notes outstanding and consent letters
from certain non-institutional holders of the AGHI Notes holding
in the aggregate $46,555,946 principal amount of the AGHI Notes
outstanding.  The aggregate principal amount of the AGHI Notes
outstanding is $113,648,603 so the holders executing the Consents
held 98.9% of the outstanding principal amount of the AGHI Notes.
On September 14, 2009, the Company paid the interest on the
remaining $1,256,688 principal amount of AGHI Notes that are
outstanding and for which an Institutional Consent or an Other
Consent was not obtained.

The Company has engaged in discussions with the holders of the
AGHI Notes regarding a refinancing or restructuring of the
indebtedness of the Company and its subsidiary, Affinity Group,
Inc.  As part of those discussions, the Company did not pay the
interest on the AGHI Notes that was due on August 15, 2009, but
the indenture governing the AGHI Notes provides a 30-day grace
period for the payment of interest that was to have been paid on
that date.  Pursuant to the Institutional Consents, the Company
has agreed to pay the legal fees for a law firm to represent the
holders who signed the Institutional Consents in connection with
such discussions and has paid a $150,000 retainer to that law
firm.  In addition, the Company has paid a consent fee equal to
1/4 of 1% of the principal amount to the holders who signed the
Institutional Consents or an aggregate of $164,600.

As of December 11, 2009, the holders who signed the Institutional
Consents have agreed to extend the interest payment date on their
AGHI Notes to December 29, 2009.  As of October 28, 2009, the
holders who signed the Other Consents have agreed to extend the
interest payment date on their AGHI Notes to the date that is five
business days after the date of termination of the Institutional
Consents, including any additional extensions of the Institutional
Consents.

                      About Affinity Group

Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.

At September 30, 2009, the Company had $230,111,000 in total
assets against $560,760,000 in total liabilities, resulting in
$330,649,000 in stockholders' deficit.  The September 30 balance
sheet showed strained liquidity: The Company had $117,673,000 in
total current assets against $291,986,000 in total current
liabilities.

Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.


AFFINITY GROUP: Private Equity Firm to Provide $70MM 2nd Lien Debt
------------------------------------------------------------------
Affinity Group, Inc., a wholly owned subsidiary of Affinity Group
Holding, Inc., on December 15, 2009, entered into a non-binding
letter of intent with a private equity firm to provide
$70.0 million in senior secured second lien debt to AGI and award
the private equity firm a future economic interest in AGHI.

Consummation of the financing and other aspects of the proposed
transaction are subject to a number of conditions, including
completion of due diligence by the private equity firm, completion
of definitive documentation acceptable to AGI and the private
equity firm, and refinancing of AGI's senior secured facility.

As of September 30, 2009, AGI had $120.2 million outstanding
under the term loans and revolving credit line under its current
senior secured credit facility due March 31, 2010, $9.7 million
outstanding on its second lien loan indebtedness which is due
July 31, 2010, and $137.8 million outstanding under AGI's senior
subordinated notes due February 15, 2012, and AGHI had
$112.1 million outstanding under AGHI's senior notes due
February 15, 2012.  If conditions to the proposed $70.0 million
second lien financing are satisfied, AGI anticipates closing on
the financing prior to the maturity of the senior secured credit
facility due March 31, 2010.

                      About Affinity Group

Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.

At September 30, 2009, the Company had $230,111,000 in total
assets against $560,760,000 in total liabilities, resulting in
$330,649,000 in stockholders' deficit.  The September 30 balance
sheet showed strained liquidity: The Company had $117,673,000 in
total current assets against $291,986,000 in total current
liabilities.

Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.


AFFINITY GROUP: Terminates FreedomRoads Option Agreement
--------------------------------------------------------
Affinity Group, Inc., a wholly owned subsidiary of Affinity Group
Holding, Inc., on June 5, 2009, entered into an option agreement
with The Stephen Adams Living Trust in connection with support
provided by the Trust with respect to the June 5, 2009 amendment
to AGI's senior credit agreement.

The Trust has assigned its rights under the Option Agreement to
FreedomRoads Holding Company, LLC.

Effective December 14, 2009, AGI and Freedom Roads mutually agreed
to terminate the Option Agreement.  In connection therewith, AGI
and FreedomRoads also amended the Cooperative Resources agreement
between AGI and Freedom Roads to eliminate certain fees payable by
FreedomRoads; entered into a 10-year parts and accessories supply
contract; and entered into a database licensing agreement.

                      About Affinity Group

Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.

At September 30, 2009, the Company had $230,111,000 in total
assets against $560,760,000 in total liabilities, resulting in
$330,649,000 in stockholders' deficit.  The September 30 balance
sheet showed strained liquidity: The Company had $117,673,000 in
total current assets against $291,986,000 in total current
liabilities.

Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.


ALL-AMERICAN SPORTPARK: Swings to $17,270 Net Loss in Q3 2009
-------------------------------------------------------------
All-American Sportpark, Inc., reported a net loss of $17,271 on
revenue of $520,882 for the three months ended September 30, 2009,
compared with net income of $585,200 on revenue of $519,330 for
the same period of 2008.

The Company reported a net loss of $332,806 on revenue of
$1,709,315 for the nine months ended September 30, 2009, compared
with a net income of $129,354 on revenue of $1,840,542 for the
same period last year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $1,192,533 in total assets and $10,365,580 in total
liabilities, resulting in a $9,173,047 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $370,255 in total current
assets available to pay $7,787,222 in total current liabilities.

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

                       Going Concern Doubt

As of September 30, 2009, the Company had an accumulated deficit
of $23,264,983.  In addition, the Company's current liabilities
exceed its current assets by $7,416,967 as of September 30, 2009.

"These conditions have raised substantial doubt about the
Company's ability to continue as a going concern."

                   About All-American Sportpark

Based in Las Vegas, All-American Sportpark, Inc. (OTC: AASP) is
engaged in the management and operation of the Callaway Golf, a
golf facility located on 42 acres of leased land located on Las
Vegas Boulevard in Las Vegas, Nevada.  The CGC includes a par 3
golf course fully lighted for night golf, a 110-tee two-tiered
driving range, and a 20,000 square foot clubhouse, which includes
the Callaway Golf fitting center, Saint Andrews Golf Shop
exclusively carrying Callaway Golf product and Back 9 Bar and
Grill.


AMCORE FINANCIAL: Secures Amendment to $12.5MM Credit Facility
--------------------------------------------------------------
AMCORE Financial, Inc., has entered into an amendment with its
lender, JP Morgan Chase Bank, N.A., with respect to the previously
disclosed technical default under its $12.5 million credit
facility.

The amendment modifies the covenant relating to capitalization at
the parent and bank level so that the Company is currently in full
compliance with the terms of its credit agreement.

In addition, the amendment provides that the Company will pay all
accrued interest through the date of the amendment, and thereafter
make monthly interest payments under the agreement.  The Company
also will establish a cash interest reserve account with JP Morgan
Chase in the amount of approximately $1.1 million, which amount
equals anticipated interest payments due from the date of the
amendment through the maturity of the facility in April 2011.  In
accordance with the terms of the amendment, the Company made the
interest payment and established the interest reserve account on
December 18.

AMCORE is current with all its payments due under the facility.
Previously, on July 31st AMCORE paid down the $20 million loan by
$7.5 million.  Additionally, the maturity of the remaining
$12.5 million was extended to April 2011.

"We are pleased to have reached an agreement with our lender
regarding the technical default triggered by the covenant relating
to capitalization," said William R. McManaman, Chairman and CEO of
AMCORE.  "We recently reported several events that will improve
our capital position, including the sale of $135 million in
non-strategic, non-relationship loans, the completed sale of four
rural Wisconsin branches in November, and recent tax legislation
that will result in a federal income tax refund of $25 to
$30 million."

"As a result of these actions to improve capital, we would expect
that the bank will no longer be deemed significantly
undercapitalized for regulatory purposes.  Our leadership and
employees continue to be deeply committed to addressing our
challenges and we consider this agreement with our lender another
important step in the right direction," said Mr. McManaman.

                           About Amcore

AMCORE Financial, Inc. -- http://www.AMCORE.com/-- is
headquartered in Northern Illinois and has banking assets of
approximately $4.0 billion with 66 locations in Illinois and
Wisconsin.  AMCORE provides a full range of consumer and
commercial banking services, a variety of mortgage lending
products and wealth management services including trust,
brokerage, private banking, financial planning, investment
management, insurance and comprehensive retirement plan services.

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


AMTRUST FINANCIAL: FDIC May File $2 Billion Claim
-------------------------------------------------
Teresa Dixon Murray at Cleveland Live Inc. reports that Federal
Deposit Insurance Corporation said it may file a $2 billion proof
of claim against AmTrust Financial Corporation.

The FDIC seized AmTrust Financial's AmTrust Bank on Dec. 4, 2009,
and signed a deal to turn over banking operations to New York
Community Bank. But the FDIC expects to lose $2.15 billion on the
deal because of loan losses and administrative costs, according to
Cleveland Live.

According to the report, the FDIC is contemplating a priority
claim, that will supersede other prepetition claims

                      About AmTrust Financial

AmTrust Financial Corp (PINK:AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21332).  G.
Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire
Sanders & Dempsey L.L.P., assist the Debtors in their
restructuring efforts.  AmTrust Management listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.

AmTrust Bank is not part of the Chapter 11 filings.  On December
4, AmTrust Bank was closed 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 New York Community Bank,
Westbury, New York, to assume all of the deposits of AmTrust Bank.


ANDREW YOUNG: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Andrew L. Young filed with the U.S. Bankruptcy Court for the
Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $4,500,000
  B. Personal Property           $8,062,091
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $864,258
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $133,685
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $2,459
                                 -----------      -----------
        TOTAL                    $12,562,091       $1,000,402

Wadsworth, Illinois-based Andrew L. Young filed for Chapter 11
bankruptcy protection on November 23, 2009 (Bankr. N.D. Ill. Case
No. 09-44322).  Gregory K. Stern, Esq., at Gregory K. Stern, P.C.,
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 in its petition.


ASPYRA INC: Posts $1.4 Million Net Loss in Q3 2009
--------------------------------------------------
Aspyra, Inc., reported a net loss of $1.4 million on net system
sales and service revenue of $1.8 million for the three months
ended September 30, 2009, compared with a net loss of $719,462 on
net system sales and service revenue of $2.2 million for the same
period of 2008.

The Company reported a net loss of $4.6 million on net systems
sales and service revenue of $5.9 million for the nine months
ended September 30, 2009, compared with a net loss of $3.1 million
on net system sales and service revenue of $6.7 million for the
same period last year.

For the quarter and nine-month period ended September 30, 2009,
sales of Clinical Information Systems (CIS) and Diagnostic
Information Systems (DIS) decreased by $213,172 or 45.4% and
$612,438 or 39.5%, respectively.  For the quarter and nine-month
period ended September 30, 2009, service revenues decreased by
$155,082 or 9.1% and $166,278 or 3.3%.  The Company continues to
show a decrease in sales of DIS products primarily attributable to
the reduction in sales through the Company's distributors and
channel partners.  Additionally, due to market conditions, there
has been a slowing of sales cycles.

The decrease in service revenues for the quarter and nine-month
period is primarily attributable to decreasing level of post-
implementation services provided.  If and when the Company's
installed base of CIS and DIS installations increases, then
service revenues would be expected to increase as well.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $14.6 million, total liabilities of
$10.4 million, and total shareholders' equity of $4.2 million.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $2.0 million in total current
assets available to pay $10.3 million in total current
liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4c0a

                       Going Concern Doubt

The Company expects to incur negative cash flows and net losses
for the foreseeable future.  Based upon current plans, the Company
believes that its existing cash reserves will not be sufficient to
meet its current liabilities and other obligations as they become
due and payable.  As of September 30, 2009, average monthly cash
usage is approximately $265,000.  Accordingly, the Company needs
to seek to obtain additional debt or equity financing through a
public or private placement of shares of its preferred or common
stock, through a public or private financing, or obtain a credit
facility with a lender.

As of September 30, 2009, the Company had negative working capital
of $8.4 million and accumulated deficit of $23.3 million.  Cash
used in operations for the nine months ended September 30, 2009,
was $1.6 million.

"As a result of these conditions, there is substantial doubt about
our ability to continue as a going concern."

                        About Aspyra, Inc.

Based in Westlake Village, Calif., Aspyra, Inc. --
http://www.aspyra.com/-- is a global provider of Health Care
Information Technology (HCIT) solutions and services to the
healthcare industry.  The Company specializes in Clinical
Information Systems (CIS), Picture Archive Communication Systems
(PACS) for hospitals, multi-specialty clinics, clinical
laboratories, imaging departments and centers and orthopedic
environments.  Aspyra's highly scalable systems can be installed
standalone or integrated to provide a single-vendor, enterprise-
wide solution.


AVISBUDGET GROUP: DBRS Assigns Issuer Rating of 'B'
---------------------------------------------------
DBRS has assigned an Issuer Rating of B (high) and a Senior
Unsecured Debt rating of B to AvisBudget Group, Inc. (AvisBudget
or the Company).  The trend on all ratings is Stable.  The ratings
reflect the Company's strong business franchise, its leading
market position in the daily vehicle rental business, its
financial flexibility derived from significant variable costs in
the overall cost structure and the solid fleet management.  The
ratings also consider the continuing pressure on profitability,
the thin capital base for the size of the balance sheet, and the
reliance on wholesale funding markets.

AvisBudget's strong business franchise is underpinned by its dual-
brand strategy.  The franchise combined with solid fleet
management has allowed the Company to navigate through seasonal
markets and various business cycles.  The presence of the Budget
brand, which has traditionally focused on the price conscious and
leisure traveler, has afforded the Company the ability to protect
market share in economic downturns, as travelers become more cost
sensitive and trade down from the premium Avis brand.

The ratings also consider the solid operating and financial
flexibility derived from the significant presence of variable
costs in the overall cost structure.  In the autumn of 2008, the
deteriorating global economic environment resulted in reduced
business and leisure travel volumes driving rental transaction
volumes lower.  This pressure on transaction volumes has continued
for the first nine months of 2009, reducing overall revenue.  To
counteract the pressures on revenue, AvisBudget took steps to
reduce excessive costs.  Importantly, a sizeable portion of the
Company's annual operating costs are variable in nature, providing
a degree of operating and financial flexibility to counter
declining revenues.  To this end, in the nine months ended
September 30, 2009, AvisBudget, removed 18% of direct operating
costs year-over-year by reducing average fleet size by 19% and
extending the average age of the fleet.  This ability to rapidly
remove costs in response to declining transaction volumes
demonstrates sound fleet management, which mitigates earnings
pressure during periods of reduced economic activity.

The rating and Stable trend also consider pressured revenue and
net income for the balance of 2009 and well into 2010, as travel
volumes are expected to remain low and funding costs continue to
be elevated.  Rental transaction volumes have begun to stabilize,
albeit at lower levels, while pricing improved especially in the
leisure travel segment.  Further, improving used-vehicle markets
has resulted in increasing residual values, reducing the near-term
risk of additional losses associated with the disposal of non-
program vehicles.  These stabilizing factors, if continued, will
relieve some of the earnings pressure.

The rating considers the recent actions by the Company to
significantly improve the funding profile.  AvisBudget has
completed $2.85 billion of domestic fleet financing in three
separate transactions.  Importantly, the completion of these
transactions removes a substantial degree of refinancing risk,
given this represents a sizeable portion of the $3.5 billion of
vehicle related debt maturities in 2010.  Further, funding
pressure is mitigated by the Federal Reserve's recent decision
allowing rental car ABS financings as eligible assets under its
Term Asset Liquidity Facility (TALF), which is now slated to
continue until March 31, 2010.  Nonetheless, the Company remains
reliant on wholesale funding markets for its funding.

Leverage remains elevated, with corporate debt-to-equity of 8.2
times(x) at September 30, 2009.  DBRS considers improving the
capital base, including tangible equity, as a prerequisite for
upward ratings migration.  Further, the ratings consider the
highly encumbered nature of the balance sheet.  This is also
factored in the notch differentials between the Issuer and Senior
Unsecured Debt ratings.

The trend is Stable.  While DBRS expects that AvisBudget's near-
term underlying performance will be under pressure, the presence
of large variable costs within its cost structure provides the
Company with sizeable financial flexibility to manage through the
economic cycle.  Further, the Stable trend reflects the more
recently stabilized operating environment and the reduced level of
refinancing risk.


BAKERS FOOTWEAR: Receives Non-Compliance Notice From Nasdaq
-----------------------------------------------------------
Bakers Footwear Group, Inc., disclosed that on December 14, 2009,
the Company received a Staff Deficiency letter from The Nasdaq
Stock Market (Nasdaq) informing the Company that, based on the
Company's Form 10-Q filed on December 9, 2009, the Company does
not meet the $2,500,000 minimum stockholders' equity required for
continued listing on The Nasdaq Capital Market (Capital Market) by
Marketplace Rule 5550(b)(1).  The Nasdaq letter has no immediate
effect on the listing of the Company's common stock.

Nasdaq rules provide the Company with 15 calendar days (until
December 29, 2009) to submit a plan to regain compliance with the
$2,500,000 minimum stockholders' equity standard.  If the plan is
accepted, Nasdaq may grant an extension of up to 105 calendar days
from the date of the deficiency letter to regain compliance.  If
compliance cannot be demonstrated within the extension period, or
if Nasdaq determines that the Company's plan is not sufficient to
achieve compliance, it may provide written notice that the
Company's common stock is subject to delisting from the Capital
Market.  At such time, the Company may request a hearing before a
Nasdaq hearings panel.  In such an event, the Company's common
stock would remain listed on the Capital Market pending a final
determination by the panel.

The Company intends to submit its compliance plan to Nasdaq by
December 29, 2009 and believes it will regain compliance with the
Nasdaq minimum stockholders' equity requirement at the end of
fiscal year 2009.  Based on the Company's business plan, the
Company expects to have net income greater than $6,000,000 in its
fiscal fourth quarter.  The Company's Quarterly Report on Form 10-
Q and the Company's Annual Report on Form 10-K disclose additional
information regarding its business plan and provide additional
disclosure regarding the risks of the Company's current liquidity
situation and its ability to comply with its financial covenants.

Previously, as announced on September 18, 2009, the Company
received notice from Nasdaq that it does not satisfy the $1.00
minimum bid price requirement for continued listing on the Nasdaq
Capital Market.  The Company has until March 15, 2010, to
demonstrate compliance with the minimum bid requirement.

                  About Bakers Footwear Group, Inc.

Bakers Footwear Group, Inc., is a national, mall-based, specialty
retailer of distinctive footwear and accessories for young women.
The Company's merchandise includes private label and national
brand dress, casual and sport shoes, boots, sandals and
accessories.  The Company currently operates over 240 stores
nationwide. Bakers' stores focus on women between the ages of 16
and 35.  Wild Pair stores offer fashion-forward footwear to both
women and men between the ages of 17 and 29.


BAY MANAGEMENT: To Close Eight Blockbuster Stores on December 31
----------------------------------------------------------------
Jenny Kincaid Boone at The Roanoke Times reports that Blockbuster
stores -- located in Roanoke County, Salem, Daleville, Vinton,
Martinsville, Blacksburg and Christiansburg -- owned by Bay
Management will close on Dec. 31, 2009.

Maryland based Bay Management operated Blockbuster stores.  The
Company filed for Chapter 7 in the U.S. Bankruptcy Court for the
District of Maryland.  The bankruptcy case was later converted to
a Chapter 11 case.



BRADLEY SIDLE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Bradley W. Sidle
        1308 Ross Road
        Olive Branch, MS 38654

Bankruptcy Case No.: 09-16345

Chapter 11 Petition Date: December 3, 2009

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

Judge: David W. Houston III

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Email: cmgeno@harrisgeno.com

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

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

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

The petition was signed by Bradley W. Sidle, chief manager of the
company



BRSP LLC: S&P Changes Outlook on 'B2' Senior Loan Rating to Stable
------------------------------------------------------------------
Moody's Investors Service has revised the outlook on BRSP LLC's B2
rated senior secured term loan to stable from negative following
the emergence of its ultimate parent, CIT Group, Inc., from
bankruptcy protection on December 10.  The negative outlook
reflected the possibility that CIT would seek to draw BRSP, which
is not bankruptcy remote, into bankruptcy with it.  The B2 rating
considers Moody's view that BRSP's rating continues to be
constrained by CIT's credit quality, which Moody's believe is
likely to remain quite weak notwithstanding its emergence from
bankruptcy.  BRSP's rating could be upgraded back to its initial
level of B1 if and when CIT obtains a rating on its own debt that
is at least as that high, or Moody's otherwise considers CIT's
credit quality to have improved to a commensurate level.  The
rating could come under downward pressure if CIT's reorganization
is ultimately unsuccessful and it appears likely that it will
reenter bankruptcy.

The last rating action on BRSP was on August 5, 2009 when the B1
rating was downgraded to B2 and the outlook was revised to
negative from stable.

BRSP's rating was assigned by evaluating factors believed to be
relevant to the credit profile of the issuer.  These attributes
were compared against other issuers both within and outside of
BRSP's core peer group and BRSP's rating is believed to be
comparable to ratings assigned to other issuers of similar credit
risk.

BRSP is a single purpose entity indirectly owned by CIT Group,
Inc., that was created solely to finance the acquisition of
certain lessor notes that secure its debt.


BUCKINGHAM FINANCIAL: Case Summary & 12 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Buckingham Financial, LLC
        5720 Cavender Drive
        Plano, TX 75093

Bankruptcy Case No.: 09-43863

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: December 6, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: John P. Lewis, Jr., Esq.
                  1412 Main Street, Suite 210
                  Dallas, TX 75202
                  Tel: (214) 742-5925
                  Fax: (214) 742-5928
                  Email: jplewisjr@mindspring.com

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

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

The petition was signed by Christine Brauss, the company's sole
member.

Debtor's List of 12 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
CDB Falcon Sun                                    $29,050
c/o Larry Friedman
Friedman & Feiger, LLP

CDB Holdings, LP                                  $1,090,627
c/o Larry Friedman
Friedman & Feiger, LLP

CDB Sunland                                       $2,500
c/o Larry Friedman
Friedman & Feiger, LLP

Jane Street                                       $50,527

Michele Roelke                                    $184,688
c/o Bryan Burg
Siebman Reynolds, et al

Q Stone Creek Land                                $704
c/o Larry Friedman
Friedman & Feiger, LLP

Quorum Crawford                                   $165,508
c/o Larry Friedman
Friedman & Feiger, LLP

Quorom Longview                                   $494,106
c/o Larry Friedman
Friedman & Feiger, LLP
5301 Spring Valley Road,
Suite 200
Dallas, TX 75251

Susan Brauss                                      $106,745
c/o Bryan Burg
Seibman Reynolds, et al

T.H. Song-Winkler                                 $700,000
c/o Bryan Burg
Seibman Reynolds, et al

T.H. Song-Winkler                                 $280,000
c/o Bryan Burg
Seibman Reynolds, et al

Today Financial, LLC                              $11,367
c/o Larry Friedman
Friedman & Feiger, LLP


BW OF KINGSTON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: BW of Kingston, Inc.
        PO Box 10150
        Newburgh, NY 12552

Bankruptcy Case No.: 09-38442

Chapter 11 Petition Date: December 8, 2009

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

Judge: Cecelia G. Morris

Debtor's Counsel: Scott S. Markowitz, Esq.
                  Tarter Krinsky & Drogin LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: (212) 216-8001
                  Email: smarkowitz@tarterkrinsky.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/nysb09-38442.pdf

The petition was signed by Thomas N. Thurber, chief executive
officer of the company.


C&C PUMPING SERVICES: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: C&C Pumping Services, Inc.
        19968 Independence Blvd.
        Groveland, FL 34736

Bankruptcy Case No.: 09-18703

Chapter 11 Petition Date: December 7, 2009

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

Debtor's Counsel: Brian D. Solomon, Esq.
                  101 East 13th Street
                  Saint Cloud, FL 34769
                  Tel: (407) 957-0077
                  Fax: (407) 641-8503
                  Email: bsolomon@solomon-law.com

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

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

According to the schedules, the Company has assets of $7,151,413,
and total debts of $10,190,914.

A list of the Company's 19 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/flmb09-18703.pdf

The petition was signed by Leslie S. Holdorf, president of the
company.


CALIFORNIA STATE UNIVERSITY: Moody's Lifts Bond Ratings From 'Ba1'
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of California
State University, Fresno Association, Inc.'s (the Association)
based its close relationship and status as an officially
recognized auxiliary organization of the California State
University system, which is currently rated Aa3 with a stable
outlook.  The underlying rating on the Series 2001 Auxiliary
Organization Refunding Revenue Bonds (Student Residence Project)
with $8.03 million outstanding has been upgraded to Baa1 from
Baa2.  The long-term rating on the Auxiliary Organization Event
Center Revenue Bonds, Senior Series 2002 ($63.21 million) has been
upgraded to Baa2 from Baa3; the long-term rating on the Auxiliary
Organization Event Center Revenue Bonds, Subordinated Series 2002
($8.03 million) has been upgraded to Baa3 from Ba1.

The Series 2002 (senior and subordinate series) have been advanced
refunded but not legally defeased.  Therefore, securities from the
proceeds of a separate bond issue have been placed in escrow to
redeem the bonds in 2012.  However, the Association's obligation
to make up for any shortfall remains based on the indenture and
legal security of the original Series 2002 bonds.  Moody's rating
on the Series 2002 bonds reflects only this obligation to make up
the short-fall and does not speak to the benefit of the escrowed
securities.  The overall credit risk, factoring both the
obligation of the Association and the escrowed securities, would
be substantially stronger than the stand-alone Baa2 and Baa3
ratings.

Legal Security: The Series 2001 Student Residence Project bonds
are secured by net housing revenues derived from the University
Courtyard Project, a ten building student residence complex that
is the primary student housing offered on the Fresno campus.
Revenues from the Bookstore, food services and student union are
not pledged revenues.  For FY 2009, debt service coverage was 2.2
times, representing good coverage.  There is a cash-funded debt
service reserve fund at maximum annual debt service level.  There
is a rate maintenance covenant under which the Association will
charge rates sufficient to produce net pledged revenues for debt
service equal to at least 1.2 times annual coverage.

The Series 2002 Senior and Subordinate Event Center Revenue Bonds
are secured by the net revenues of the Save Mart Center, including
suite leases, personal seat licenses, naming rights, and corporate
sponsorships, along with a memorandum of understanding with
another auxiliary organization, the Bulldog Foundation (a
fundraising group that supports the campus' athletic programs), to
provide an amount equal to $1.375 million annually if necessary,
and a pledge of Surplus Student Union revenues in the amount of
$300,000 annually in exchange for 2,000 seats.  The bonds have
been advanced refunded (an in-substance defeasance) from proceeds
of the California State University Systemwide Revenue Bonds,
Series 2005.  The funds are held in escrow by the Trustee until
the Series 2002 Senior and Subordinate bonds can be called on
7/01/2012; debt service payments until redemption are paid from
the escrowed funds.

Interest Rate Derivatives: None

                           Strengths

* Long-established and close relationship with California State
  University Fresno (CSU Fresno), with the Association an
  officially recognized auxiliary organization of the CSU System.
  The Association provides a number of critical services to the
  Campus, including operating the University's bookstore, food
  services, student union, and Save Mart Center.  The CSU System
  conducts regular oversight of the Foundation, including having
  University senior campus personnel on the Association's board.

* Demand for Association services based on recent trend of
  enrollment growth at CSU Fresno, located in the San Joaquin
  Valley, with 18,679 full-time equivalent enrollment.  Although
  up 18% from Fall 2000, enrollment is down 3.4% from the prior
  Fall 2008 due to enrollment reductions taken by the University
  System to address reductions in state funding.  Further
  reductions are expected for the upcoming Fall 2010 as part of
  CSU Fresno's response to deep cuts in state operating
  appropriations.  Although Moody's expect demand to be strong,
  enrollment will be level at best as the System continues to
  manage to state operating support reductions.  Nonetheless,
  Moody's expect overall revenue of the Association to remain good
  as enrolled students access services provided by the
  Association.

* Favorable operations of University Courtyard, resulting in good
  debt service coverage of the Student Housing bonds at 2.2 times
  for FY 2009.

* Temporarily restricted net assets of $51.2 million at 6/30/2009
  maintained for the operations of the Save Mart Center and used
  to offset the Center's operating losses.

                           Challenges

* Enrollment declines and increased focus on admitting students
  local to the Fresno area could decrease the potential pool of
  new residents of the housing project and could pressure net
  revenues of the University Courtyard facility, resulting in
  lower debt service coverage.  However, Moody's note that during
  a period under the Series 1995 bonds (refunded by the Series
  2001 bonds) the project did not achieve full debt service
  coverage and the Association used other non-housing revenues to
  fund these shortfalls.  Additionally, the Association received a
  loan to fund unexpected project costs from a separate auxiliary
  organization of the University, the California State University,
  Fresno Foundation, which is primarily responsible for managing
  the University's endowment and fundraising activities.  Moody's
  believe these actions demonstrate the Fresno campus' commitment
  to ensuring the performance of its projects and adequate debt
  service coverage.

* Weak operating performance of the Save Mart Center driven by the
  current economic environment, resulting in weak estimated debt
  coverage of the Series 2002 bonds, less than 1.0 times coverage
  from operations alone.  FY 2009 revenues came in less than
  budgeted, driven by lower than budgeted advertising revenues and
  other event-related revenues as, due to the economy, the number
  of touring acts was down from previous years.  However, the
  Association reports the number of touring acts and booked events
  is up from the prior year, and the Association expects Save Mart
  Center to produce more favorable operating performance.  A
  mitigant to the operating losses is that the Association has
  substantial temporarily restricted resources on hand --
  $51 million for fiscal year end 2009, with $30 million in cash
  and short-term investments.  These resources are dedicated to
  the Center and available for use to bring any operating losses
  to a balanced position -- including using the funds to meet debt
  service and the capital lease obligations.

                             Outlook

Moody's current rating outlook is stable, reflecting expectations
of sufficient pledged revenues to provide adequate debt service
coverage of the student housing and the Save Mart Center bonds.
The outlook also incorporates the Association's integrated
relationship with the CSU Fresno campus and The California State
University System.

Key Facts And Ratios (FY 2009 financial results):

* Total Financial Resources: $45.4 million

* Total Unrestricted Financial Resources: $9.4 million

* Total Direct Debt: $80.1 million (excludes Series 2002 that is
  advanced refunded with funds held in escrow)

* Unrestricted Resources to Debt: 0.1 times

* Unrestricted Resources to Operations: 0.24 times

Rated Debt:

* Auxiliary Organization Refunding Revenue Bonds (Student Resident
  Project), Series 2001: rated Baa1; insured by National Public
  Finance Guarantee Group (formerly MBIA Illinois; currently rated
  Baa1 with a developing outlook)

* Auxiliary Organization Event Center Revenue Bonds, Senior Series
  2002: rated Baa2

* Auxiliary Organization Event Center Revenue Bonds, Subordinated
  Series 200: rated Baa3

The last rating action was on October 1, 2004, when the ratings
and outlook for California State University, Fresno Association,
Inc., were affirmed.


CAPMARK FINANCIAL: Gets Nod for KPMG as Financial Advisor
---------------------------------------------------------
Capmark Financial Group Inc. and its units obtained the Court's
authority to employ KPMG LLP as their tax and accounting advisor,
nunc pro tunc to the Petition Date.  The Debtors have selected
KPMG because of the firm's diverse experience and extensive
knowledge in the fields of accounting, taxation, and operational
controls for large sophisticated companies.

The Debtors propose to employ KPMG to render these services:

(i) Tax Advisory Services

    (a) Review and assist in the preparation of any tax returns;

    (b) Assist with general tax consulting advice, including,
        but not limited to, assisting with questions, responses
        to tax authorities, and issues related to income tax
        accounting;

    (c) Review and assist in the preparation of the amended
        federal and state corporate tax returns and supporting
        schedules for the years ended December 31, 2006, through
        December 31, 2008;

    (d) Assist regarding analysis of the nexus creating
        activities of the Debtors' nondebtor affiliate Capmark
        Bank and its affiliates with the objective of assisting
        the Debtors in determining which states may impose an
        income or franchise tax on the Debtors' nondebtor
        affiliate Capmark Bank as well as securing voluntary
        disclosure agreements or amnesty submissions as directed
        by management and assist with tax return preparation in
        compliance with the voluntary disclosure agreements or
        amnesty submissions;

(ii) Tax Consulting Services

    (a) Advice with respect to the information that is necessary
        to calculate the outside tax basis calculations;

    (b) Assist with the interpretation of the rules and
        regulations related to the determination of stock basis;

    (c) Advice related to alternatives in situations in which
        information necessary to calculate stock basis is not
        available or is incomplete;

    (d) Consulting advice with respect to the Debtors'
        development of calculations to support the various
        outside basis calculations;

    (e) Assist with tax issues related to asset sales and
        dispositions;

    (f) Assist with the preparation or review of Internal
        Revenue Code Section 382 calculations and net operating
        loss calculations;

    (g) Assist with net unrealized built in gain or loss
        calculations;

    (h) Assist with calculation of asset basis;

    (i) Bankruptcy emergence planning;

    (j) Assist with cancellation of debt computations;

    (k) Consult with respect to income tax accounting issues;

    (l) Consult with respect to deductible of costs including
        interest and professional fees;

    (m) Assist with foreign tax credit planning;

    (n) Assist with state and local tax issues;

    (o) Assist with tax claims and other compliance matters;

(iii) Advisory Services

    (a) Accounting research, analysis and documentation for
        current transactions, consisting primarily of asset
        sales, loan modifications, and
        consolidation/deconsolidation under FASB ASC 810;

    (b) Accounting analysis and documentation in support of the
        quarterly financial reporting process;

    (c) Assist in implementing new accounting guidance and in
        developing and updating accounting policies related to
        key business functions;

    (d) Project Management Advice including providing guidance
        during each step of the process and monitoring progress
        of the accounting and project management services
        project and coordination of the multiple workstreams;

    (e) Assist in the preparation of financial documents which
        could include monthly operating reports, court
        statements and schedules, disclosure statement and plan
        of reorganization;

    (f) Data gathering support based on Debtors' specified
        directions throughout the matter to populate financial
        documents and support accounting positions;

    (g) Bankruptcy accounting approach and work steps including
        providing authoritative guidance on the implementation
        of Topic 852; and

    (h) Researching and documenting to support the accounting
        and reporting conclusions reached in accordance with
        Topic 852.

The Debtors tell the Court that they paid KPMG a retainer of
$50,000 for prepetition services.

The Debtors propose to pay KPMG based on the firm's discounted
hourly rates:

     Tax Compliance Services            Discounted Rate
     -----------------------            ---------------
     Partners                                $450
     Managing Directors                      $400
     Senior Managers                         $350
     Managers                                $300
     Senior Associates                       $220

     Associates                              $170
     Para-Professionals                      $125

     Tax Consulting Services
     -----------------------
     Partners                           $525-$550
     Managing Directors                 $490-$500
     Senior Managers                    $450
     Managers                           $330-$350
     Senior Associates                  $250
     Associates                         $195
     Para-professionals                 $145

     Advisory Services
     -----------------
     Partners/Managing Directors        $375-$750
     Directors/Senior Managers          $325-$650
     Managers                           $300-$550
     Senior Associates                  $225-$480
     Associates                         $150-$400
     Para-Professionals                 $145

The Debtors will also reimburse KPMG for reasonable necessary
expenses incurred, which will include meals, lodging, travel,
photocopying, delivery service, postage, vendor charges, among
others.

Furthermore, the Debtors have agreed to indemnify, among others,
KPMG and its divisions, affiliates, partners, members, agents or
employees.  As a condition of its retention, KPMG has agreed that
the terms of its agreement with the Debtors be amended to
incorporate the standard Delaware Bankruptcy Court provisions
relating to indemnification of financial professionals.

                        *     *     *

Prior to the approval of the application, the Debtors told the
Court that the U.S. Trustee has raised informal comments in
connection with the Application.  Based on the informal comments
and as noted or ruled by the Bankruptcy Court at a December 10,
2009 hearing, the Debtors submitted to the Court a revised form of
order granting the Application.

The Revised Proposed Order provides that KPMG LLP's retention is
under Section 327(a) of the Bankruptcy Code.  KPMG will not be
entitled to be reimbursed for the fees and expenses of its
outside counsel related to the retention and fee applications.

Moreover, the Debtors will comply with the notice requirements of
each of the Master Services Agreement and the Standard Terms and
Conditions, including providing written notice required prior to
disseminating or advancing any of KPMG's advice, recommendations,
information, or work product to third parties.

                      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 OK for Richards Layton as Del. Counsel
-------------------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
permission to employ Richards, Layton & Finger, P.A., as their
Delaware counsel, nunc pro tunc to the Petition Date.  The Debtors
have selected Richards Layton as their Delaware counsel because of
the firm's extensive experience and knowledge in the field of
creditors' rights, business reorganizations and liquidations under
Chapter 11 of the Bankruptcy Code.

As Delaware counsel, Richards Layton will:

  (a) advise the Debtors of their rights, powers and duties as
      debtors and debtors-in-possession in the continued
      operation of their business and management of their
      properties;

  (b) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiations of disputes in which
      the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

  (c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders reports and papers in
      connection with the administration of the Debtors'
      estates;

  (d) attend meetings and negotiations with representative of
      creditors, equity holders or prospective investors or
      acquirers and other parties-in-interest;

  (e) appear before the Court, any appellate courts and the
      office of the U.S. Trustee to protect the interest of the
      Debtors;

  (f) pursue approval of confirmation of a plan of
      reorganization and approval of the corresponding
      solicitation procedures and disclosure statement;

  (g) perform all other necessary legal services in connection
      with the Debtors' bankruptcy cases.

The Debtors will pay Richards Layton based on the firm's current
hourly rates:

             Mark D. Collins              $675
             Jason M. Madron              $345
             Lee E. Kaufman               $275
             Aja E. McDowell              $195

Moreover, the Debtors will reimburse Richards Layton for its
necessary expenses.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      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: Wins Court OK for Beekman as Strategic Advisor
-----------------------------------------------------------------
Capmark Financial Group Inc. and its units sought and obtained the
Court's authority to employ Beekman Advisors, Inc., as their
strategic advisor, nunc pro tunc to October 25, 2009, in
connection with the proposed sale of the Debtors' North American
servicing and North American lending and mortgage banking
business.

The Debtors assert that they have faced a number of challenges
which have had negative impact on their overall financial
performance, thereby necessitating the consideration of strategic
business alternatives, including the sale of segments of their
businesses, and the commencement of the Chapter 11 cases.

The Debtors' MSB Business is comprised of all of their loan
servicing and loan origination activities primarily related to
their role as a master and special servicer of pools of commercial
real estate loans originated and securitized by the Debtors or
third parties.  The Debtors also act as a primary servicer of
commercial real estate loans that they originate as a propriety or
correspondent lender, and commercial real estate loans that third
parties originate but outsource for servicing.

The Debtors tell the Court that they have selected Beekman because
of the firm's extensive knowledge and expertise in the servicing
business, government sponsored enterprise regulations, and
knowledge of the GSE approval process, which proved beneficial in
qualifying potential purchasers for the MSB Business, and the
negotiation and entry into the APA with Berkadia.

As strategic advisor, Beekman will:

   (a) assist the Debtors' senior management and external
       investment banking, legal, accounting and other advisors
       in evaluating and executing a restructuring and sale of
       the Debtors' MSB Business;

   (b) identify prospective buyers, including an assessment of
       the prospective buyers' history in the U.S. commercial
       real estate finance and the likelihood of executing a
       successful transaction.  As requested, Beekman will
       provide introductions and hold initial meetings with
       prospective buyers to fully assess their potential
       interest;

   (c) provide assistance in the Debtors' due diligence process
       and work cooperatively with the Debtors' assigned staff,
       advisors and counsel in creating a framework and scope of
       due diligence activities for prospective buyers;

   (d) work with the Debtors and their external investment
       banking advisors on industry specific issues in
       relationship to negotiations, discussions and
       documentation with prospective buyers, within the terms
       set by the Debtors; and

   (e) coordinate or assist with the approval of sale or change
       of control of the MSB Business by Fannie Mae, Freddie Mac,
       FHA and Ginnie Mae.

The Debtors propose to pay Beekman:

   (i) a $250,000 retainer for the first 90 days of the term of
       its engagement;

  (ii) a monthly fee of $100,000 per month;

(iii) if, (a) during the Term or (b) before the first
       anniversary of the date of its termination, the Debtors
       consummate a transaction, a Completion Fee will be due to
       Beekman;

  (iv) the Completion Fee will be calculated as a percentage of
       the enterprise value attributed by the buyer to the MSB
       Business.  If less than 100% interest in the MSB Business
       is sold, then the Enterprise Value for purposes of
       calculation of the Completion Fee will be imputed by
       dividing the purchase price paid by the buyer -- whether
       in cash or stock and not considering any debt of the
       Debtors to be repaid -- by the percentage of the MSB
       Business actually sold.

   (v) the Completion Fee will be calculated as 0.5% of the
       Enterprise Value;

  (vi) the Completion Fee will be earned and payable at the
       closing of a transaction involving the MSB Business;

(vii) Beekman will be entitled to reasonable expenses.  Those
       expenses may include travel, accommodations, meals and
       meals with clients or specified third parties related to
       the Engagement; and

(viii) the term of the Engagement will be deemed to have begun on
       May 1, 2009, and will end on April 30, 2010 or upon
       earlier termination.  The Engagement will be deemed to be
       terminated at the closing of a transaction.

The Debtors have also agreed to indemnify and hold harmless
Beekman, its affiliates, officers, directors, partners, agents,
counsel, advisors, employees, and control persons from and
against all losses, claims, damages, liabilities, expenses,
actions, proceedings or investigations to which any Indemnified
Person may become subject arising out of a connection with
Beekman's engagement with the Debtors.  However, the Debtors will
not indemnify an Indemnified Person as to any matter to the
extent that loss, claim, damage, liability or expense has been
finally judicially determined to have resulted directly from
actions taken or omitted to be taken by that Indemnified Person
which constitute gross negligence or willful misconduct.

Shekar Narasimhan, a managing partner of Beekman Advisors, Inc.,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

             Debtors File Revised Proposed Order

The Debtors inform the Court that the U.S. Trustee has raised
informal comments in connection with the Application.  Based on
the informal comments by the U.S. Trustee and as ruled by the
Bankruptcy Court at a December 10, 2009 hearing, the Debtors
submitted with the Court a revised proposed order reflecting that
the retention of Beekman is pursuant to Section 327(a) of the
Bankruptcy Code.

Moreover, Beekman will not be entitled to be reimbursed for the
fees and expenses of its outside counsel related to retention and
applications.

Judge Sontchi signed the Revised Proposed Order submitted by the
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 Freres & 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: Gets Nod to Hire Lazard as Investment Banker
---------------------------------------------------------------
Capmark Financial Group Inc. and its units obtained the Court's
authority to employ Lazard Freres & Co., LLC as their investment
banker, nunc pro tunc to the Petition Date.

As investment banker, Lazard will:

  (a) review and analyze the Debtors' business, operations, and
      financial projections;

  (b) evaluate the Debtors' financial debt capacity in light of
      projected cash flows;

  (c) assist in the determination of a capital structure for the
      Debtors;

  (d) assist in the determination of a range of values for the
      Debtors on a going concern basis;

  (e) advise the Debtors on tactics and strategies for
      negotiating with the stakeholders or potential
      counterparties;

  (f) render financial advice to the Debtors and participate in
      meetings or negotiations with the Stakeholders, potential
      counterparties, rating agencies or other appropriate
      parties in connection with any restructuring;

  (g) advise the Debtors on the timing, nature, and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to the Restructuring;

  (h) advise and assist the Debtors in evaluating a potential
      financing transaction by the Debtors;

  (i) assist the Debtors in preparing documentation within
      Lazard's area of expertise that is required in connection
      with the Restructuring;

  (j) assist the Debtors in identifying and evaluating
      candidates for a potential Sale Transaction, advise the
      Debtors in connection with negotiations and aid in the
      consummation of a Sale Transaction;

  (k) attend meetings of the Debtors' Board of Directors and its
      committees with respect to matters on which Lazard has
      been engaged to advise the Debtors;

  (l) provide testimony, as necessary, with respect to matters
      on which Lazard has been engaged to advise the Debtors in
      any proceeding before the Bankruptcy Court; and

  (m) provide the Debtors with other financial restructuring
      advice.

The Debtors tell the Court that they have paid Lazard
approximately $2.54 million in fees and expenses for the period
from January 2009 through October 2009.

The Debtors will pay Lazard:

   (i) A monthly fee of $250,000, payable last November 1, 2009,
       and on the first day of each month thereafter until the
       earlier of the completion of the Restructuring or the
       termination of Lazard's engagement pursuant to Section 10
       of the Retention Letter;

  (ii) A fee equal to $12,500,000, payable upon the consummation
       of a Restructuring;

(iii) (a) If, whether in connection with the consummation of a
           Restructuring or otherwise, the Debtors consummate a
           Sale Transaction incorporating all or a majority of
           the assets or all or a majority or controlling
           interest in the equity securities of the Debtors,
           Lazard will be paid a fee equal to the Restructuring
           Fee;

       (b) If, whether in connection with the consummation of a
           Restructuring or otherwise, the Debtors consummate any
           Sale Transaction (1) the Debtors will pay Lazard a fee
           based on the Aggregate Consideration; provided that,
           in the event of a Minority Sale Transaction solely
           involving all or substantially all of the Debtors'
           United States commercial mortgage servicing and
           mortgage banking business assets, that Minority Sale
           Transaction Fee will be equal $3,500,000 rather
           than the Minority Transaction Fee that would otherwise
           be payable based on the Aggregate Consideration;

       (c) Any Sale Transaction Fee or Minority Sale Transaction
           Fee will be payable upon consummation of the
           applicable Sale Transaction;

  (iv) A fee, payable upon consummation of a Financing.  Any
       Financing Fee paid will be credited in full against any
       Restructuring Fee or Sale Transaction Fee subsequently
       payable;

   (v) For the avoidance of any doubt, more than one fee may be
       payable; provided, that the aggregate fees payable will
       not exceed $12,500,000.

  (vi) In addition to any fees that may be payable to Lazard and,
       regardless of whether any transaction occurs, the Debtors
       will promptly reimburse Lazard for all: (A) reasonable
       expenses; and (B) other reasonable fees and expenses,
       including reasonable expenses incurred by counsel, if any;
       provided, however, that those reimbursable fees and
       expenses will not exceed $100,000 in the aggregate without
       prior written consent of the Debtors.

(vii) As part of the compensation payable to Lazard under the
       Retention Letter, the Debtors have agreed to the terms of
       an Indemnification Letter;

(viii) All amounts reflect the United States currency and will be
       paid promptly in cash after those amounts become due and
       payable.

Pursuant to the Indemnification Letter, the Debtors have agreed
to indemnify and hold harmless, and provide contribution and
reimbursement to, Lazard, its affiliates, and its directors,
officers, members, employees, agents, and controlling persons
from, against and with respect to any losses, claims, damages,
liabilities or expenses brought by any party, including the
Debtors' securityholders and creditors, in connection with
Lazard's engagement with the Debtors, except to the extent those
claims result primarily from the bad faith, gross negligence, or
willful misconduct or the Indemnified Parties.

Frank A. Savage, a managing director of Lazard Freres & Co., LLC,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code,
as modified by Section 1107(b).

                      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)


CARBON BEACH: Meeting of Creditors Scheduled for January 12
-----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Carbon Beach Partners, LLC's Chapter 11 case on January 12,
2010, at 10:00 a.m.  The meeting will be held at 21041 Burbank
Blvd, Courtroom 303, Woodland Hills, California.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Calabasas, California-based Carbon Beach Partners, LLC, filed for
Chapter 11 on November 3, 2009 (Bankr. C.D. Calif. Case No. 09-
24657).  Anne Wells, Esq., represents the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


CASCADE ACCEPTANCE: Can Hire Provencher & Flatt as Bankr. Counsel
-----------------------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Cascade Acceptance
Corporation to employ Douglas B. Provencher at Provencher & Flatt
LLP as bankruptcy counsel.

Mr. Provencher is expected to, among other things:

    a. analyze the Debtor's financial condition and counsel the
       Debtor on the effects of bankruptcy proceedings;

    b. prepare pleadings necessary to commence the bankruptcy
       case and appear at various hearings required during the
       bankruptcy proceeding;

    c. represent the Debtor in any adversary proceedings
       commenced by the Debtor or filed against the Debtor
       related to the Debtor's Chapter 11 bankruptcy proceeding;
       and

    d. work with the Debtor and the creditors to achieve a
       workable and confirmable Chapter 11 reorganization plan.

Mr. Provencher will be paid $350 per hour for his services.

Mr. Provencher assured the Court that he is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Provencher can be reached at:

     Law Offices of Provencher and Flatt
     823 Sonoma Ave.
     Santa Rosa, CA 95404
     Tel: (707)284-2380

                About Cascade Acceptance Corporation

Mill Valley, California-based Cascade Acceptance Corporation filed
for Chapter 11 bankruptcy protection on November 23, 2009 (Bankr.
N.D. Calif. Case No. 09-13960).  Douglas B. Provencher, Esq., at
Law Offices of Provencher and Flatt assists the Company in its
restructuring effort.  The Company listed $50,000,001 to
$100,000,000 in assets and debts.


CASCADE ACCEPTANCE: U.S. Trustee Appoints 7-Member Creditors Panel
------------------------------------------------------------------
The U.S. Trustee for Region 17 appointed seven members to the
official committee of unsecured creditors in the Chapter 11 case
of Cascade Acceptance Corporation.

The Creditors Committee members are:

1. J.H. Evans Trust
   Attn: Gordon Snyder, Trustee
   28 Middle Street, Suite 100
   Keene, N.H. 03431
   Tel: (603) 357-9311

2. Jerome D. Oremland, M.D.
   125 Santa Rosa Ave.
   Sausalito, CA. 94965
   Tel: (415) 751-7390

3. Steven Hoch
   P.O. Box 5506
   Tahoe City, CA 96145-5506
   Tel: (530) 581-1139

4. Hansi Hagemeister
   60 Valley Circle
   Mill Valley, CA. 94941
   Tel: (415) 381-5240

5. Carol P. Eastin
   1352 W. Wrightwood Ave.
   Chicago, IL 60614-1242
   Tel: (773) 549-5169

6. David M. Madway
   5676 Oak Grove Avenue
   Oakland, CA 94618
   Tel: (510) 701-5889

7. Richard Krauthamer, M.D.
   41 Crest Road West
   Rolling Hills, CA 90274-5057
   Tel: (310) 544-2631

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

Mill Valley, California-based Cascade Acceptance Corporation filed
for Chapter 11 bankruptcy protection on November 23, 2009 (Bankr.
N.D. Calif. Case No. 09-13960).  Douglas B. Provencher, Esq., at
Law Offices of Provencher and Flatt assists the Company in its
restructuring effort.  The Company listed $50,000,001 to
$100,000,000 in assets and debts.


CC MEDIA: Upsizing of Sr. Notes Won't Affect S&P's 'CCC+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on CC
Media Holdings Inc. (CCC+/Positive/--) and related entities remain
unaffected by the proposed upsizing of the senior notes issuance
by operating subsidiary Clear Channel Worldwide Holdings Inc. to
$2.5 billion from $750 million.

On Dec. 11, 2009, S&P assigned a 'B' issue-level rating to the
notes, with a recovery rating of '1'.

The rating on CC Media reflects the company's very high debt
leverage and weak interest coverage metrics due to its July 2008
leveraged buyout, negative discretionary cash flow, refinancing
risk from sizable intermediate to longer term debt maturities,
negative secular trends facing the radio industry, and ongoing
advertising cyclicality at the radio and outdoor segments.  The
positive rating outlook reflects the intermediate-term liquidity
and covenant relief provided by the proposed transaction, despite
still sizable longer term debt maturities.

                           Ratings List

                      CC Media Holdings Inc.
                Clear Channel Communications Inc.

   Corporate Credit Rating                      CCC+/Positive/--

              Clear Channel Worldwide Holdings Inc.

          $500mil Series A nts due Dec. 31, 2017       B
            Recovery Rating                            1
          $2 Bil. Series B nts due Dec. 31, 2017       B


CELL THERAPEUTICS: Inks Indemnity Agreements with Bianco, et al.
----------------------------------------------------------------
Cell Therapeutics, Inc., on December 17, 2009, entered into
individual indemnity agreements with each of Louis A. Bianco,
Christina Ann Waters and Marianna Roberts in connection with their
roles in the closing of the Company's Italian branch located in
Bresso (MI), Via Ariosto 23.

The Company's Amended and Restated Bylaws allow the Company to
indemnify and advance expenses to an employee or agent who is not
a director to the extent such indemnification or advance may,
consistent with law, be provided by a general or specific action
of its Board of Directors or by contract. The indemnification
provided by the Italian Indemnity Agreements was approved by
resolution of the Company's Board of Directors on June 5, 2009.
The Italian Indemnity Agreements are substantially the same in
form and substance.

Pursuant to the Italian Indemnity Agreements, the Company has
agreed to indemnify each of the Indemnitees against expenses
(including attorneys fees) and certain other liabilities actually
and reasonably incurred by the Indemnitee in connection with any
proceeding brought against him or her or in which he or she is
otherwise involved by reason of the fact that he or she is or was
an officer, employee, agent or fiduciary of the Company, or is or
was serving at the request of the Company as an officer, employee,
agent, partner, member, trustee or fiduciary of another
Enterprise, to the fullest extent permitted by applicable law,
including the Washington Revised Code and the Bylaws. The Italian
Indemnity Agreements also indemnify each of the Indemnitees
against expenses incurred in any proceeding concerning the
Indemnitee's right to indemnification, unless a court of competent
jurisdiction determines that each of the material assertions made
by the Indemnitee in the proceeding was not made in good faith or
was frivolous.

Indemnification under the Italian Indemnity Agreements is subject
to certain limitations that prohibit the Company from indemnifying
the Indemnitees for certain expenses, including, but not limited
to: (i) expenses related to proceedings initiated or brought
voluntarily by the Indemnitee and not by way of defense, unless
the proceedings are brought to establish or enforce a right to
indemnification; (ii) any amount the Indemnitee is paid pursuant
to a valid and collectible insurance policy; (iii) any expenses,
judgments, fines or penalties sustained in any proceeding for an
accounting of profits made from the purchase or sale by the
Indemnitee of securities of the Company pursuant to the provisions
of Section 16(b) of the Securities Exchange Act of 1934, the rules
and regulations promulgated thereunder and amendments thereto, or
similar provisions of any federal, state or local statutory law;
(iv) expenses related to a proceeding by or in the right of the
Company in which the Indemnitee is adjudged liable to the Company;
(v) expenses related to a proceeding by a third party charging
improper personal benefit to the Indemnitee in which the
Indemnitee is adjudged liable on that basis; (vi) expenses from or
on account of acts or omissions of the Indemnitee finally adjudged
to be intentional misconduct or a knowing violation of law, or any
transaction with respect to which it is finally adjudged that the
Indemnitee personally received a benefit of money, property or
services to which the Indemnitee was not legally entitled; or
(vii) any expenses if a court of competent jurisdiction shall
finally determine that any indemnification thereunder is unlawful.

Each Italian Indemnity Agreement will terminate upon the later to
occur of: (1) (a) 10 years after the date that the Indemnitee
ceases to serve as an agent of the Company in the capacity
described in the applicable agreement and (b) one (1) year after
the final termination of any proceeding then pending in respect of
which the Indemnitee is granted rights of indemnification or
advancement of expenses under the Italian Indemnity Agreement and
of any proceeding commenced by the Indemnitee to determine his or
her right to indemnification thereunder; or (2) in the case a
proceeding brought by a current or former employee, or his or her
estate, that arises from or is in any way related to issues of
such employee's health and safety while working at the Italian
Branch, (a) 25 years after the date that the Indemnitee ceases to
serve as an agent of the Company in the capacity described in the
applicable agreement and (b) one (1) year after the final
termination of any proceeding then pending in respect of which the
Indemnitee is granted rights of indemnification or advancement of
expenses under the Italian Indemnity Agreement and of any
proceeding commenced by the Indemnitee to determine his or her
right to indemnification thereunder.

                      About Cell Therapeutics

Cell Therapeutics, Inc., focuses on the development, acquisition
and commercialization of drugs for the treatment of cancer.  CTI's
principal business strategy is focused on cancer therapeutics; an
area with significant market opportunity that it believes is not
adequately served by existing therapies.  Subsequent to the
closure of its Bresso, Italy operations in September 2009, CTI's
operations are conducted solely in the United States.  During
2008, CTI had one approved drug, Zevalin(R) (ibritumomab
tiuxetan), or Zevalin, which it acquired in 2007, generating
product sales.  CTI contributed Zevalin to a joint venture, RIT
Oncology, LLC, upon its formation in December 2008 and in March
2009 CTI finalized the sale of its 50% interest in RIT Oncology to
the other member, Spectrum Pharmaceuticals, Inc.  All of CTI's
current product candidates, including pixantrone, OPAXIO and
brostallicin are under development.

As of September 30, 2009, the Company had $87,299,000 in total
assets against $96,828,000 in total liabilities.  The Company's
September 30 balance sheet also showed strained liquidity: the
Company had $59,497,000 in total current assets, including
$54,992,000 in cash and cash equivalents, against $72,882,000 in
total current liabilities.

                        Bankruptcy Warning

"The condensed consolidated financial statements have been
prepared assuming that we will continue as a going concern, which
contemplates realization of assets and the satisfaction of
liabilities in the normal course of business for the twelve month
period following the date of these financials.  However, we have
incurred losses since inception and we expect to generate losses
from operations through 2010 primarily due to research and
development costs for pixantrone, OPAXIO and brostallicin.  Our
available cash and cash equivalents are approximately
$55.0 million as of September 30, 2009 and we do not expect that
we will have sufficient cash to fund our planned operations
through the second quarter of 2010, which raises substantial doubt
about our ability to continue as a going concern," the Company
said in its Form 10-Q filing with the Securities and Exchange
Commission.

"We have achieved cost saving initiatives to reduce operating
expenses, including the reduction of employees related to Zevalin
operations and the closure of our operations in Italy . . . and we
continue to seek additional areas for cost reductions.  However,
we will also need to raise additional funds and are currently
exploring alternative sources of equity or debt financing. We may
seek to raise such capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources."

The Company cautioned additional funding may not be available on
favorable terms or at all.  If additional funds are raised by
issuing equity securities, substantial dilution to existing
shareholders may result.  If it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.


CELL THERAPEUTICS: OKs Performance-Based Stock Bonus Opportunities
------------------------------------------------------------------
The Compensation Committee of the Board of Directors of Cell
Therapeutics, Inc., met and approved on December 15, 2009, the
grant of performance-based stock bonus opportunities to:

     -- James A. Bianco, M.D., the Company's Chief Executive
        Officer,
     -- Louis A. Bianco, the Company's Executive Vice President,
        Finance and Administration,
     -- Dan Eramian, the Company's Executive Vice President,
        Corporate Communications,
     -- Craig W. Philips, the Company's President, and
     -- Jack W. Singer, M.D., the Company's Executive Vice
        President, Chief Medical Officer.

Also on December 15, 2009, the Board met and approved the grant of
performance-based stock bonus opportunities to the Company's
directors who are not employed by the Company, including John H.
Bauer, Vartan Gregorian, Richard L. Love, Mary O. Mundinger,
Phillip N. Nudelman, and Frederick W. Telling.

Each award recipient will be entitled to receive a bonus, payable
in shares of common stock of the Company under the Company's 2007
Equity Incentive Plan, as amended and restated, if he or she
continues to be employed by or provides services to the Company or
any of its subsidiaries through the first to occur of either of:

     (1) the Company's achievement, on or before December 31,
         2011, of one or more of "Performance Goals", or

     (2) a Change in Control occurs.

A "Change in Control" for this purpose generally includes certain
persons becoming the beneficial owners of 50% or more of the
Company's then outstanding voting securities, a sale or
disposition by the Company of all or substantially all of the
Company's assets, and certain majority changes in the Board over a
period of not more than two years.

The Performance Goals are:

     (a) Opaxio MAA Approval;
     (b) Opaxio NDA Approval;
     (c) achievement by the Company of fiscal year sales equal to
         or greater than $50,000,000;
     (d) achievement by the Company of fiscal year sales equal to
         or greater than $100,000,000;
     (e) Pixantrone NDA Approval;
     (f) achievement by the Company of break-even cash flow in the
         fourth quarter of Fiscal Year 2010;
     (g) achievement by the Company of earnings per share results
         in any fiscal year equal to or greater than $0.05 per
         share of Company common stock; and
     (h) achievement of a price per share of Company common stock
         equal to $2.94.

If one or more of the Performance Goals are timely achieved, an
award recipient will be entitled to receive a number of shares of
Company common stock (subject to the share limits of the Plan)
determined by multiplying (1) the award percentage corresponding
to that particular Performance Goal by (2) the total number of
outstanding shares of Company common stock, determined on a non-
fully diluted basis, as of the date that particular Performance
Goal is achieved.

On December 21, 2009, the Company announced that the European
Medicines Agency granted pixantrone orphan drug designation for
the treatment of Diffuse Large B-Cell Lymphoma.

On December 17, CTI said that on February 10, 2010 the U.S. Food
and Drug Administration's Oncologic Drugs Advisory Committee will
review the New Drug Application for pixantrone for the treatment
of relapsed/refractory aggressive non-Hodgkin's lymphoma.  ODAC is
an independent panel of experts that evaluates data concerning the
efficacy and safety of marketed and investigational products for
use in the treatment of cancer and makes appropriate
recommendations to the FDA. The FDA regulations indicate that
although the FDA will consider the recommendation of the panel,
the final decision regarding the approval of the product is made
by the FDA.

"The upcoming ODAC meeting is a very important milestone in the
NDA review process and we look forward to discussing the efficacy
and safety data for pixantrone with the members of the panel and
the FDA review team," stated James A. Bianco, M.D., CEO of CTI.
"As there are no other drugs currently approved in this setting,
we believe that pixantrone would fulfill a significant unmet
medical need for patients with relapsed/refractory aggressive
NHL."

A list of the Award Percentages corresponding to the various
Performance Goals for each of the award recipients are set forth
at http://ResearchArchives.com/t/s?4c09

A Performance Goal will not be considered achieved unless and
until the date on which the Compensation Committee of the Board
certifies that is has been achieved.

If a Change in Control of the Company occurs, and if the award
recipient is then still employed by or is providing services to
the Company or one of its subsidiaries, the award recipient will
be entitled to receive the full amount of the bonus with respect
to any Performance Goal which was not otherwise achieved before
the date of the Change in Control (as though that Performance Goal
had been fully achieved as of the time of the Change in Control).
With respect to the Share Appreciation Goal, however, in such
circumstances (to the extent the goal was not otherwise achieved
before the date of the Change in Control): (1) the recipient will
receive the full award percentage with respect to the Share
Appreciation Goal if the price per share of Company common stock
in the Change in Control transaction (or, if there is no such
price in the transaction, the last closing price of a share of
Company common stock (on the principal exchange upon which the
Company's common stock is then listed or admitted to trade) on the
last trading day preceding the date of the Change in Control)
equals or exceeds $2.94; (2) if the CTIC Price is $1.54 or less,
the recipient will not be entitled to any award with respect to
the Share Appreciation Goal; and (3) if the CTIC Price is greater
than $1.54 and less than $2.94, the Award Percentage for that goal
will be scaled linearly on a proportionate basis between 0% of
such Award Percentage at a CTIC Price of $1.54 and 100% of such
Award Percentage at a CTIC Price of $2.94 per share.

                      About Cell Therapeutics

Cell Therapeutics, Inc., focuses on the development, acquisition
and commercialization of drugs for the treatment of cancer.  CTI's
principal business strategy is focused on cancer therapeutics; an
area with significant market opportunity that it believes is not
adequately served by existing therapies.  Subsequent to the
closure of its Bresso, Italy operations in September 2009, CTI's
operations are conducted solely in the United States.  During
2008, CTI had one approved drug, Zevalin(R) (ibritumomab
tiuxetan), or Zevalin, which it acquired in 2007, generating
product sales.  CTI contributed Zevalin to a joint venture, RIT
Oncology, LLC, upon its formation in December 2008 and in March
2009 CTI finalized the sale of its 50% interest in RIT Oncology to
the other member, Spectrum Pharmaceuticals, Inc.  All of CTI's
current product candidates, including pixantrone, OPAXIO and
brostallicin are under development.

As of September 30, 2009, the Company had $87,299,000 in total
assets against $96,828,000 in total liabilities.  The Company's
September 30 balance sheet also showed strained liquidity: the
Company had $59,497,000 in total current assets, including
$54,992,000 in cash and cash equivalents, against $72,882,000 in
total current liabilities.

                        Bankruptcy Warning

"The condensed consolidated financial statements have been
prepared assuming that we will continue as a going concern, which
contemplates realization of assets and the satisfaction of
liabilities in the normal course of business for the twelve month
period following the date of these financials.  However, we have
incurred losses since inception and we expect to generate losses
from operations through 2010 primarily due to research and
development costs for pixantrone, OPAXIO and brostallicin.  Our
available cash and cash equivalents are approximately
$55.0 million as of September 30, 2009 and we do not expect that
we will have sufficient cash to fund our planned operations
through the second quarter of 2010, which raises substantial doubt
about our ability to continue as a going concern," the Company
said in its Form 10-Q filing with the Securities and Exchange
Commission.

"We have achieved cost saving initiatives to reduce operating
expenses, including the reduction of employees related to Zevalin
operations and the closure of our operations in Italy . . . and we
continue to seek additional areas for cost reductions.  However,
we will also need to raise additional funds and are currently
exploring alternative sources of equity or debt financing. We may
seek to raise such capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources."

The Company cautioned additional funding may not be available on
favorable terms or at all.  If additional funds are raised by
issuing equity securities, substantial dilution to existing
shareholders may result.  If it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.


CENTRAL PARK: Files for Chapter 11 Bankruptcy to Avert Auction
--------------------------------------------------------------
Andrew Schroedter at chicagobusiness says Central Park Development
LLC filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court
in Chicago to avert a CF Capital Partners Inc.'s plan to auction
off its stake in the project at 600 Milwaukee Avenue in the north
suburb.  The Company pledged its interest on that project as
collateral for a $5.2 million loan from the lender.  The Company
owes $10.3 million to Fifth Third and $6.2 million to Catfish
Glenview LLC.  Based in Chicago, Central Park Development LLC is a
real estate developer.


CHAMPION HOME: S&P Retains 'D' Rating on $180 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery ratings on
the senior secured bank debt of Champion Home Builders Co., a
subsidiary of Champion Enterprises Inc., to '6' from '5'.

The revision reflects S&P's updated recovery analysis following
the company's Chapter 11 bankruptcy filing on Nov. 15, 2009, and
its subsequent procurement of a proposed $80 million debtor-in-
possession loan facility (pending a final order scheduled for
Dec. 18, 2009).  The '6' recovery rating on the senior secured
bank debt (approximately $147 million of which will remain
outstanding after $40 million is rolled up into the DIP loan
facility) indicates S&P's expectation for a negligible (0%-10%)
recovery.

The 'D' issue-level rating on the senior secured bank debt remains
unchanged, and the '6' recovery rating and 'D' issue-level rating
on the company's $180 million 2.75% convertible senior notes due
2037 also remain unchanged.

S&P's revised recovery rating incorporates the $80 million DIP
facility, which consists of a $40 million new-money term loan and
a $40 million roll-up term loan (using amounts outstanding under
the existing prepetition bank debt).  The DIP facility will have a
super-priority first-lien security interest in all domestic and
Canadian assets of the company, including a 100% pledge of stock
in the domestic, Canadian, and also British subsidiaries of the
company.  The $40 million new-money term loan will be senior to
the $40 million roll-up term loan.  The final order that is
required for approval of the DIP facility is scheduled for
Dec. 18, 2009.

                           Ratings List

       Champion Enterprises Inc./Champion Home Builders Co.

              Corporate credit rating      D/--/--

                     Recovery Rating Revised

                     Champion Home Builders Co.

                                      To                From
                                      --                ----
        Senior secured                D                 D
          Recovery rating             6                 5

                     Other Outstanding Ratings

                     Champion Enterprises Inc.

                 Unsecured convertible debs     D
                    Recovery rating             6


CHEMTURA CORP: Proposes to Release RABBI Trust Funds Under SSP
--------------------------------------------------------------
Chemtura Corp. and its units seek the Court's permission to
release certain funds contributed postpetition to a "rabbi trust"
under a certain plan known as "Supplemental Savings Plan" to the
participating employees, provided that the employees undertake to
pay all applicable taxes and penalties on the transferred funds.

The Supplemental Savings Plan is designed to provide benefits
similar to those available under the Debtors' 401(k) plan for
contributions that are in excess of the limits imposed by federal
law on contributions to that plan.  Four executive employees
currently participate in the Supplemental Savings Plan.  Accounts
under the Supplemental Savings Plan have been held pursuant to a
Rabbi Trust established by the Debtors, the terms of which are
governed by a separate trust agreement.

In the U.S., a Rabbi trust is a type of trust used by businesses
or other entities to defer the taxability to the person or entity
receiving those payments as employee compensation, or purchase
payment in the acquisition of another business.  It is called a
'rabbi trust' because apparently the first trust was established
for the benefit of a rabbi.

After the Petition Date, the Debtors continued to administer the
Supplemental Savings Plan in the ordinary course of business and
through July 31, 2009, continued to contribute funds on account
of the SSP Participants to the Rabbi Trust.  The Postpetition
Trust Contributions include deferrals of compensation earned by
the SSP Participants for services they performed postpetition,
totaling approximately $62,000, as well as the employer matching
portion of the Supplemental Savings Plan.

However, shortly before the Petition Date, a certain section of
the Internal Revenue Code was amended to impose restrictions on
an employer operating under Chapter 11 with respect to the
funding of trusts that provide deferred compensation benefits.
In particular, a transfer of funds to a trust triggers these
adverse tax consequences:

  -- the amounts transferred become subject to taxation;

  -- the amounts become subject to an additional 20% tax and
     interest at the Internal Revenue Service underpayment rate
     plus one percent from the date of the initial deferral or
     vesting;

  -- any tax gross-up payments to the employee to ameliorate the
     adverse tax consequences are also subject to the same
     adverse tax treatment; and

  -- any tax gross up payments are nondeductible by the
     employer.

Against this backdrop, the Debtors have proposed, and each of the
affected SSP Participants has agreed to, certain changes to the
administration of the Supplemental Savings Plan.

As a result, Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, points out, since August 1, 2009, no additional
Postpetition Trust Contributions have been made pursuant to the
Supplemental Savings Plan.  Instead, he relates, contributions
after August 1, 2009, under the Supplemental Savings Plan were
deposited into a general unsegregated account maintained by the
Debtors.

The Debtors now propose to release directly to the SSP
Participants from the Rabbi Trust the Postpetition Employee
Contributions because:

(i) the Debtors believe that a distribution is permitted under
     Section 409A of the Internal Revenue Code, and

(ii) the SSP Participants have agreed to use the funds to pay
     any taxes and penalties due and owing under Section 409A of
     the Internal Revenue Code on account of the adverse
     taxation triggered by the Postpetition Trust Contributions.

Mr. Cieri clarifies that the Debtors do not seek to release the
postpetition employer contributions to the SSP Participants at
the current time.  Instead, they intend to release the funds and
all earnings on the Postpetition Trust Contributions to a general
account of the Debtors.

Although the Debtors believe that they are permitted to make
changes to the administration of the Supplemental Savings Plan
postpetition to comply with provisions of the Internal Revenue
Code in the ordinary course of business, the Debtors seek a Court
order, in an abundance of caution, authorizing them to release to
the SSP Participants the Postpetition Employee Contributions that
were made to the Rabbi Trust by each SSP Participant, provided
that the SSP Participants undertake to pay all applicable taxes
and penalties relating to the released funds.

For the avoidance of doubt, the Debtors make clear that they are
not seeking any relief with respect to any prepetition
contributions to the Rabbi Trust.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Rejection of OPEB Plan Partially Approved
--------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York has entered an order authorizing Chemtura
Corp. and its units to modify or terminate benefits provided
under certain non-vested other post-employment benefit or OPEB
plans and programs:

  (a) The Uniroyal Non-Union Plan, except with respect to John R.
      Prior;

  (b) The Sistersville Plan, excluding former collectively
      bargained employees who are currently participating in the
      Sistersville Plan and who were represented by the Chemical
      Workers Counsel of the United Food and Commercial Workers
      Local 689C while actively employed;

  (c) The Sherex Plan;

  (d) The Witco Plan, excluding former collectively bargained
      employees of Carbon Continental Company who are currently
      participating in the Witco Plan and who were represented
      by the United Steelworkers or one of its predecessor
      unions while actively employed; and

  (e) The Executive Plan except with respect to Peter Barna,
      Charles Marsden, Vincent Calarco, Mr. Fickenscher, Karen
      Osar and John Ferguson.

Judge Gerber gave parties affected by the Court Order until
December 30, 2009, to file their proofs of claim.

Various parties-in-interest submitted responses and objections to
the Debtors' request to modify or terminate benefits provided
under certain non-vested other post-employment benefit or OPEB
plans and programs.

The Objecting Parties are:

  * Gerald H. Fickenscher,
  * John R. Prior,
  * Chemical Workers Council of the United Food and Commercial
    Workers, and
  * The United Steel, Paper and Forestry, Rubber, Manufacturing,
    Energy, Allied Industrial and Service Workers International
    Union.

Messrs. Fickenscher and Prior, both retired employees of the
Debtors, submitted copies of the original agreements they had
with the Debtors which entitle them with retiree benefits.  They
ask the Court to deny the Debtors' request because they both have
dedicated a lot of years in service for the Debtors.

The USW contended that retiree benefits are part of its collective
bargaining agreement with the Debtors, which include a "no
strike, no lockout" clause, among others.  The USW argues that
retirees are entitled benefits pursuant to CBAs that are
currently in effect.

The hearing with respect to these Plans will be held at a later
date:

  (a) The Uniroyal Union Plan;

  (b) The Richardson Plan;

  (c) The Nitro Plan;

  (d) The Sistersville Plan with respect to former collectively
      bargained employees who were represented by the CWC while
      actively employed; and

  (e) The Witco Plan with respect to former collectively
      bargained employees of Carbon Continental Company who are
      currently participating in the Witco Plan and who were
      represented by the United Steelworkers or one of its
      predecessor unions while actively employed.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Seeks Approval of USW "Holiday Pay" Agreement
------------------------------------------------------------
Chemtura Corp. and its units ask the Court for authority to enter
into a settlement with the United Steel, Paper and Forestry,
Rubber, Manufacturing, Energy, Allied Industrial and Service
Workers International Union with respect to the unpaid prepetition
holiday pay of certain current and former bargaining unit
employees at their facility in Morgantown, West Virginia.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the Settlement resolves two pending grievance actions
brought by union employees under a collective bargaining
agreement concerning prepetition holiday pay without further
litigation.

The two Grievance Actions allege that certain employees are
entitled to holiday pay, totaling approximately $33,136.

Mr. Cieri relates that the Grievance Actions and the Unpaid
Holiday Pay relate to two periods of time where the Debtors shut
down the operation of the Morgantown Facility for two weeks
spanning certain holidays.  Employees of the Morgantown Facility
were asked to schedule their vacation during the shutdown period.

The Employees commenced the Grievance Actions to recover the
Unpaid Holiday Pay pursuant to the terms of the corresponding
collective bargaining agreement covering union employees at the
Morgantown Facility.  The Debtors, however, disputed the amounts.

Subsequently, the United Steelworkers filed, on its behalf and on
behalf of the bargaining unit employees that it represents, a
$97,529 claim related to, among other things, the Grievance
Actions and other obligations owed by the Debtors on account of
obligations relating to postretirement benefits and other
employee benefits.

Specifically, the Steelworkers Claim includes amounts relating to
the Grievance Actions of at least $32,525.

The parties subsequently engaged in extensive arm's-length
negotiations to settle the Grievance Actions and as a result, the
parties ultimately reached a settlement pursuant to which
Chemtura will pay the Employees $33,136 in total and in full and
final satisfaction of all claims based on the Unpaid Holiday Pay.

Mr. Cieri contends that the Settlement results from the Debtors'
evaluation of the merits of the Grievance Actions and their
weighing of the costs of pursuing arbitration and challenging the
Grievance Actions.  In particular, the Debtors have determined
that the benefits of the settlement, including protecting
employee morale during a difficult time and the unnecessary cost,
expense and distraction that would be incurred in challenging the
Grievance Actions, outweigh proceeding with a formal arbitration.

                      About Chemtura Corp.

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

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

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

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


CHRYSLER LLC: Terms of Proposed Plan of Liquidation
---------------------------------------------------
Old Carco LLC, formerly known as Chrysler LLC, and its 24 Debtor
subsidiaries submitted to the United States Bankruptcy Court for
the Southern District of New York their Joint Plan of Liquidation
and accompanying Disclosure Statement, dated December 14, 2009.

The Plan provides for the liquidation of the Debtors' remaining
assets and the implementation of certain restructuring
transactions and other agreements.  As of the effective date of
the Plan, each of the Debtors will cease to exist, and the
Liquidation Trust Assets will be transferred to and vest in the
Liquidation Trust free and clear of all Liens, Claims and
Interests.

The Liquidation Trust may compromise or settle any Claims without
supervision or approval by the Court and free of any restrictions
of the Bankruptcy Code or Bankruptcy Rules and may pay the charges
that it incurs on or after the Effective Date for Liquidation
Trust Expenses, professionals' fees, disbursements, expenses or
related support services from the applicable Liquidation Accounts,
without application to the Court.

The Plan creates seven Classes of Claims and two Classes of
Interests, which take into account the differing nature and
priority of Claims against and Interests in the Debtors.
Administrative Priority Claims and Priority Tax Claims are not
classified for purposes of voting or receiving distributions under
the Plan, but are treated separately as unclassified Claims.

Among other things, the Plan aims to (i) implement certain
agreements with the Government DIP Lenders and the First Lien
Lenders that provide for the funding of the winddown of the
Debtors' Estates, the transfer of collateral or the proceeds of
collateral to, as applicable, the Government DIP Lenders or the
First Lien Lenders that hold security interests in the collateral,
and the funding of the Daimler Litigation, (ii) provide an
opportunity for holders of Allowed General Unsecured Claims to
achieve a recovery on account of their Claims, by virtue of the
Government DIP Lenders' release of their Liens on any proceeds of
the action commenced by the Official Committee of Unsecured
Creditors against certain Daimler Parties, the former owner of
Debtors, and (iii) create a Liquidation Trust to liquidate and
distribute the Debtors' remaining assets in accordance with the
Plan.

Under the Plan, the Debtors will not be paying the initial
$4 billion loan it availed from the U.S. government.  To recall,
Chrysler LLC availed of the initial loan from the Troubled Asset
Relief Program, which the government implemented to assist
struggling companies.  Of that, the government now has a
$3.7 billion claim.

Judge Gonzalez will commence a hearing on January 21, 2010, at
10:00 a.m. to consider the adequacy of the Disclosure Statement.
Objections are due January 15.

The Confirmation Hearing is currently set to start March 16, 2010,
at 10:00 a.m.  Confirmation objections are due March 2.

Assuming that the requisite votes to accept the Plan are received,
that the applicable requirements under the Bankruptcy Code are met
and that the other conditions to the Confirmation of the Plan are
satisfied, the Effective Date of the Plan is currently expected to
occur by March 31, 2010.

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

        http://bankrupt.com/misc/Chrysler_Plan_121409.PDF
        http://bankrupt.com/misc/Chrysler_DS_121409.PDF

The Plan also provides for, among other things, (i) the resolution
of all Claims against each of the Debtors, (ii) the rejection of
all unexpired Executory Contracts and Unexpired Leases to which
any Debtor is a party that are not listed in the Plan or that have
not been previously assumed, assumed and assigned or rejected by
the Debtors, (iii) certain other transactions necessary to
effectuate the terms of the Plan, and (iv) the ultimate
dissolution of the Debtors and the Liquidation Trust.  The Plan
further provides for the preservation of rights of action by the
Debtors and the Liquidation Trust, preservation and treatment of
the Daimler Litigation, comprehensive settlement of claims and
controversies, and certain injunction and releases.

Ronald E. Kolka, Old Carco's chief executive officer, signed the
Plan and the Disclosure Statement.

        Daimler Litigation and General Unsecured Claims

As previously reported, the Creditors Committee commenced on
August 17, 2009, an adversary proceeding against these Daimler
Parties on behalf of the Estate of Old Carco:

  * Daimler AG, formerly known as DaimlerChrysler AG;

  * Daimler North America Corporation, formerly known as
    DaimlerChrysler North America Holding Corporation;

  * Daimler Investments US Corporation, formerly known as
    DaimlerChrysler Holding Corporation;

  * John Does 1 through 50;
  * Ruediger Grube;
  * Bodo Uebber;
  * Thomas W. Sidlick; and
  * Eric Ridenour.

The Daimler Litigation asserts claims against Daimler, two of its
affiliates and four former directors of Old Carco for intentional
and constructive fraudulent transfer, unjust enrichment, corporate
alter ego and breach of fiduciary duty.  The Debtors anticipated
that Daimler will vigorously contest the claims, and that the
completion of the Daimler Litigation could take months or years to
complete.

According to the Plan, potential recovery of the holders of
General Unsecured Claims is contingent on, among other things, a
successful outcome of the Daimler Litigation, which will be
pursued by the Liquidation Trust.  If a sufficient recovery is not
achieved in the Daimler Litigation, holders of General Unsecured
Claims will receive no distributions under the Plan.

In addition, potential recoveries to holders of General Unsecured
Claims are contingent on the Class 3A General Unsecured Creditors
and the Class 2A First Lien Secured Claims voting in favor of the
Plan.

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

To provide a possibility for the holders of General Unsecured
Claims to achieve a recovery in the bankruptcy cases, the
Government DIP Lenders agreed in the DIP Lender Winddown Order to
release to the Debtors' Estates their Liens on any Daimler
Proceeds, subject to certain conditions.  However, before they are
available to the holders of General Unsecured Claims, the Daimler
Proceeds will be utilized to pay certain fees and costs related to
the Daimler Litigation, as well as other administrative and
priority claims, including the costs associated with the
reconciliation of General Unsecured Claims.

Mr. Kolka notes however, that there is no assurance that the Net
Available Daimler Proceeds, if any, will be sufficient to make a
distribution to holders of Allowed General Unsecured Claims.

"Unless and until the Daimler Litigation results in sufficient
proceeds available for distribution to holders of Allowed General
Unsecured Claims, there will be no distributions to the holders of
Allowed General Unsecured Claims under the Plan," Mr. Kolka says.

In particular, the Net Available Daimler Proceeds must exceed the
Minimum Distribution Threshold of $25 million before any
distributions are made to holders of Allowed General Unsecured
Claims.  Accordingly, the Debtors anticipate that the claims
reconciliation process for most General Unsecured Claims will be
deferred until the time as the Daimler Litigation is resolved and
it is clear that the Minimum Distribution Threshold will be
achieved.

The Debtors and the Liquidation Trust, however, reserve the right
to object to any General Unsecured Claims prior to resolution of
the Daimler Litigation at their discretion.  The Debtors also
anticipate that certain settlement and dispute resolution
procedures may be implemented to resolve General Unsecured Claims
in an efficient manner.

                  Restructuring Transactions

On or after the Confirmation Date, the Debtors will enter into
Restructuring Transactions and will take those actions as may be
necessary or appropriate to merge, dissolve or otherwise terminate
the corporate or other legal existence of the Debtors as of the
Effective Date.  Upon the transfer, under the Plan, of the
Liquidation Trust Assets to the Liquidation Trust, the Debtors
will be deemed dissolved and their business operations withdrawn
for all purposes without any necessity of filing any document,
taking any further action or making any payment to any
governmental authority in connection therewith.

The actions to effect the Restructuring Transactions may include:
(i) the execution and delivery of appropriate agreements or other
documents of transfer, merger, consolidation, conversion,
disposition, liquidation or dissolution, containing terms that are
consistent with the terms of the Plan and that satisfy the
requirements of applicable law, (ii) the execution and delivery of
appropriate instruments of transfer, assignment, assumption or
delegation of any asset, property, right, liability, duty or
obligation, (iii) the filing of appropriate certificates or
articles of merger, consolidation, conversion, continuance or
dissolution or similar instruments with the applicable
governmental authorities, and (iv) the taking of all other actions
that the Debtors determine to be necessary or appropriate,
including making other filings or recordings that may be required
by applicable law in connection with the Restructuring
Transactions.

                  Secondary Liability Claims

The classification and treatment of Allowed Claims under the Plan
take into consideration all Allowed Secondary Liability Claims,
and no distributions in respect of any Secondary Liability Claims
will be made.

Notwithstanding any provision of the Plan to the contrary, a
creditor holding multiple Allowed Claims against more than one
Debtor that do not constitute Secondary Liability Claims and that
arise from the contractual joint, joint and several or several
liability of the Debtors, the guaranty by any one Debtor of
another Debtor's obligation or other similar circumstances, may
not receive in the aggregate from all of the Debtors more than
100% of the amount of the underlying Claim giving rise to the
multiple Claims.

                     Contracts and Leases

On the Effective Date, each Executory Contract or Unexpired Lease
entered into by a Debtor prior to the Petition Date that has not
previously expired or terminated pursuant to its own terms will be
rejected pursuant to Section 365 of the Bankruptcy Code, with the
exception of any Executory Contract or Unexpired Lease that (i)
was previously assumed, assumed and assigned or rejected by a
Court order, or (ii) is listed on the Plan.

Each of the Executory Contract or Unexpired Lease that is listed
in the Plan or that has not previously expired or terminated, will
be assumed by the Debtors and assigned to the Liquidation Trust
pursuant to Section 365.

The Confirmation Order will constitute a Court order approving,
pursuant to Section 365, the rejection of each Executory Contract
or Unexpired Lease, or the assumption and assignment of each
Executory Contract or Unexpired Lease, as of and conditioned on
the occurrence of the Effective Date.

To the extent that Claims constitute monetary defaults, the Cure
Amount Claims associated with each Executory Contract or Unexpired
Lease to be assumed pursuant to the Plan will be satisfied at the
option of the Debtors or the Liquidation Trust by payment of the
Cure Amount Claim in Cash on the Effective Date, or on other terms
as are agreed to by the parties to the Executory Contract or
Unexpired Lease.

                    Acceptance or Cramdown

The Plan will be treated as accepted by Class 2A or Class 3A if
holders of at least two-thirds in dollar amount and a majority in
number of Claims of that Class vote to accept the Plan.  In
addition, pursuant to the Bankruptcy Code, a plan of
reorganization or liquidation may be confirmed even if it is not
accepted by all impaired classes -- a process referred to as
"cramdown" -- as long as the plan is accepted by at least one
impaired class of claims and the Bankruptcy Court finds that the
plan is fair and equitable and does not discriminate unfairly with
respect to dissenting impaired classes and that each creditor
receives at least what it would receive in a liquidation under
Chapter 7 of the Bankruptcy Code.

Mr. Kolka says that the Debtors' liquidation analysis to be filed
with the Court concludes that the Plan satisfies the "best
interest" test, and the Debtors believe that, if necessary, the
Plan may be crammed down over the dissent of certain Classes of
Claims.

               Occurrence of the Effective Date

The Effective Date will not occur, and the Plan will not be
consummated, unless and until these conditions have been satisfied
or duly waived pursuant to the Plan:

  (1) The Confirmation Order has been entered by March 31, 2010;

  (2) The Confirmation Order has not been reversed, stayed,
      modified or amended, and has become a Final Order;

  (3) The Liquidation Trust Agreement has been executed;

  (4) The Restructuring Transactions contemplated in the Plan
      have been consummated; and

  (5) The Plan and all Plan Exhibits have not been materially
      amended, altered or modified from the Plan as confirmed by
      the Confirmation Order, unless the material amendment,
      alteration or modification has been made in accordance
      with Section IX.A of the Plan.

Section IX.A provides that subject to the restrictions on
alteration, amendment and modification set forth in Section 1127
of the Bankruptcy Code, the Debtors or the Liquidation Trust
reserve the right to alter, amend or modify the Plan before the
Effective Date, provided that (i) any amendments that impact the
Daimler Litigation or distributions to holders of Class 3A Claims
will be subject to the Creditors Committee's prior written
approval, and (ii) any amendments that impact the DIP Financing
Claims will be subject to the Government DIP Lenders' prior
written approval.

         Releases, Indemnities and Related Injunction

As of the Effective Date, the Debtors, the Liquidation Trustee on
behalf of the Liquidation Trust, the Litigation Manager, the
Estates and their Debtor and non-Debtor successors will forever
release, waive and discharge all Liabilities and Claims that they
have, had or may have against any Released Party, subject to the
terms, conditions and limitations contained in the Plan.  The
Released Parties will include the Debtors, the Liquidation Trust,
the Liquidation Trustee, the Litigation Manager, the Creditors
Committee and its members, the Government DIP Lenders, the First
Lien Agent, the First Lien Lenders, the Collateral Trustee and the
Released Parties' representatives.

Pursuant to the Plan, as of the Effective Date and in
consideration for the obligations of the Debtors under the Plan,
and the distributions and agreements entered into pursuant to the
Plan, each holder of a Claim that votes in favor of the Plan will
be deemed to forever release, waive and discharge all claims,
rights or other causes of actions or liabilities against the
Debtors and other Released Parties that are based upon any act,
omission, transaction or other occurrence taking place on or prior
to the Effective Date relating to a Debtor, the Chapter 11 Cases
or the Plan.

The Confirmation Order approving the Plan will permanently enjoin
the commencement or prosecution by any entity of any claims,
rights or other causes of actions or liabilities that are released
under the Plan.

              Classification & Treatment Of Claims

The Debtors' Joint Plan of Liquidation provides for these
classification and treatment of claims and equity interests:

Class      Description       Treatment
-----      -----------       ---------
N/A       Administrative    Each holder of the Claim will
           Priority Claims   receive Cash equal to the amount of
                             the Allowed Administrative Priority
                             Claim from the applicable
                             Liquidation Accounts.

N/A       Priority Tax      Each holder of the Claim will
           Claims            receive Cash equal to the amount of
                             the Allowed Administrative Priority
                             Claim from the applicable
                             Liquidation Accounts.

Class 1    Priority Claims  Each holder of an Allowed Claim in
                             Class 1 will receive Cash equal to
                             the amount of the Allowed Claim.

                             Est. Aggregate Amount: $750,000
                             Est. Recovery: 100%

Class 2A   First Lien       Among other things, the holders of
           Secured Claims    Allowed First Lien Secured Claims
                             in Class 2A, will receive either
                             the First Lien Collateral or the
                             proceeds of the First Lien
                             Collateral on account of the
                             Allowed Claims.  The First Lien
                             Lenders also will provide certain
                             funding to assist in the
                             liquidation of the First Lien
                             Collateral and to fund the pursuit
                             of the Daimler Litigation.

                             Est. Aggregate Amount: The Value of
                                       the First Lien Collateral
                             Est. Recovery: 100%

Class 2B   TARP Financing   No property will be distributed to
           Secured Claims    or retained by the holders of
                             Allowed Claims in Class 2B.

                             Est. Aggregate Amount: $0
                             Est. Recovery: 0%

Class 2C   Owners' Secured   No property will be distributed to
           Claims            or retained by the holders of
                             Allowed Owners' Secured Claims in
                             Class 2C.

                             Est. Aggregate Amount: $0
                             Est. Recovery: 0%

Class 2D   Other Secured    Each holder of an Allowed Claim in
           Claims            Class 2D will receive the
                             recoveries set forth in Option A, B
                             or C, at the election of the
                             applicable Debtor.  The applicable
                             Debtor will be deemed to have
                             elected Option B except with
                             respect to (a) any Allowed Other
                             Secured Claim as to which the
                             applicable Debtor elects either
                             Option A or Option C in one or more
                             certifications filed prior to the
                             conclusion of the Confirmation
                             Hearing and (b) any Allowed Other
                             Secured Claim, relating to real or
                             personal property not transferred
                             to the Liquidation Trust, with
                             respect to which the applicable
                             Debtor will be deemed to have
                             elected Option A.

                             Option A: Each holder of an allowed
                             Claim in Class 2D will receive Cash
                             from the applicable Liquidation
                             Account equal to the amount of the
                             Allowed Claim.

                             Option B: Each holder of an Allowed
                             Claim in Class 2D will retain their
                             Liens on the underlying collateral
                             until the collateral is sold and
                             will be paid within 20 Business
                             Days of the sale of the collateral
                             from the net proceeds thereof.

                             Option C: Each holder of an Allowed
                             Claim in Class 2D will be entitled
                             to receive the collateral securing
                             the Allowed Claim.

                             Unless otherwise ordered by the
                             Court, each Allowed Claim in Class
                             2D will be considered to be in a
                             separate subclass within Class 2D,
                             and each subclass will be deemed to
                             be a separate Class for purposes of
                             the Plan.  To the extent that any
                             holder of an Allowed Claim in Class
                             2D asserts in a timely objection to
                             Confirmation of the Plan that its
                             Claim is impaired by the Plan, the
                             subclass will be deemed to have
                             rejected the Plan and the Debtors
                             will seek to confirm the Plan over
                             the rejection pursuant to Section
                             1129(b) of the Bankruptcy Code.

                             Est. Aggregate Amount: $20,600,000
                             Est. Recovery: 100%

Class 3A   General          If Class 3A votes in a sufficient
           Unsecured Claims  number to cause the Claims in Class
                             3A to accept the Plan and Class 2A
                             has voted to accept the Plan, each
                             holder of an Allowed Claim in Class
                             3A will receive a Pro Rata share of
                             the Available Net Daimler Proceeds
                             on deposit in the Additional
                             Proceeds Account, provided that the
                             Available Net Daimler Proceeds
                             exceed the Minimum Distribution
                             Threshold.  If Class 3A or
                             Class 2A rejects the Plan, no
                             property will be distributed to or
                             retained by the holders of Allowed
                             Claims in Class 3A.

                             Est. Aggregate Amount: Undetermined
                             Est. Recovery: Undetermined

Class 3B   Intercompany     No property will be distributed to
           Claims            or retained by the holders of
                             Allowed Claims in Class 3B.

                             Est. Aggregate Amount: N/A
                             Est. Recovery: 0%

Class 4A   Equity Interests  No property will be distributed to
           of Old Carco      or retained by the holders of
                             Equity Interests of Old Carco in
                             Class 4A.

                             Est. Aggregate Amount: N/A
                             Est. Recovery: 0%

Class 4B   Subsidiary       Class 4B Interests will be
           Debtor Equity     Reinstated, subject to the
           Interests         Restructuring Transactions.

                             Est. Aggregate Amount: N/A
                             Est. Recovery: N/A

Because the holders of Allowed General Unsecured Claims in Class
3A will receive a recovery only if the holders of Claims in
Classes 2A and 3A vote in sufficient numbers to approve the Plan
and the Daimler Litigation is successful and generates proceeds in
excess of the Minimum Distribution Threshold, the outcome of the
litigation will directly impact and determine the recoveries.

Even if the Daimler Litigation is successful, any recovery from
the litigation will be subject to reduction due to, among other
things, (i) contingency fees and other costs associated with the
litigation, and (ii) the funding of the General Unsecured Claims
Reserve to pay for administrative costs, including costs
associated with the review, adjudication and resolution of General
Unsecured Claims and the distribution of any net proceeds from the
Daimler Litigation to the holders of General Unsecured Claims in
Class 3A.

The amount of Allowed General Unsecured Claims is undetermined at
this time, and much of the work to reconcile and adjudicate the
Claims is expected to be deferred until after it is determined
that a recovery will be available to the holders of the Claims.
By way of example, these asserted Claims would be General
Unsecured Claims subject to treatment in Class 3A to the extent
Allowed:

  -- the First Lien Deficiency Claim estimated at not less than
     $4.5 billion;

  -- Daimler's deficiency claim under the Owners' Credit
     Agreement in the amount of approximately $1.5 billion;

  -- more than 450 Filed proofs of Claim asserting rejection
     damages and other contract claims;

  -- over 1,500 filed proofs of Claim asserting trade payable
     obligations;

  -- nearly 18,600 filed proofs of Claim asserting personal
     injury and wrongful death claims;

  -- nearly 650 filed proofs of Claim relating to other
     litigation matters; and

  -- numerous asserted employee, tax and other Claims.

In addition, the TARP Financing Deficiency Claims of approximately
$3.7 billion is a General Unsecured Claim, however, the U.S.
Treasury will receive no recovery on account of that Claim
pursuant to the terms of the Plan.  In total, prior to
reconciliation and resolution, the Debtors have identified
approximately 25,000 Filed Claims asserting General Unsecured
Claims in the liquidated amount of $25 billion, plus unliquidated
amounts.

                       Solicitation Schedule

The Debtors propose to establish these dates with respect to the
solicitation and confirmation of the Joint Plan:

  * Jan. 28, 2010 - Completion of service of Solicitation
                    Packages

  * Jan. 28, 2010 - Date of publication of the Confirmation
                    Hearing Notice;

  * Feb. 15, 2010 - Deadline for Rule 3018 Motions;
  * Mar. 2, 2010 - Voting Deadline;
  * Mar. 2, 2010 - Confirmation Objection Deadline;

  * Mar. 9, 2010 - Deadline for Debtors' consolidated reply to
                    any objections to confirmation;

  * Mar. 9, 2010 - Deadline for filing of the Tabulation
                    Affidavit; and

  * Mar. 16, 2010 - Confirmation Hearing.

                     About Chrysler Group LLC

Chrysler Group LLC -- http://www.chryslergroupllc.com/-- formed
in 2009 from a global strategic alliance with Fiat Group, produces
Chrysler, Jeep(R), Ram, Dodge, Mopar(R) and Global Electric
Motorcars brand vehicles and products.  Headquartered in Auburn
Hills, Michigan, Chrysler Group LLC's product lineup features some
of the world's most recognizable vehicles.  Fiat will contribute
world-class technology, platforms and powertrains for small- and
medium-sized cars, allowing Chrysler Group to offer an expanded
product line including environmentally friendly vehicles.

                          About Old CarCo

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.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Italian automobile manufacturer 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 Fiat.  Under the terms
approved by the Bankruptcy Court, Chrysler 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 holds a 20% equity interest in Chrysler
Group.

The Chrysler Debtors changed their corporate name to Old CarCo
following the sale.

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.

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: Bill Offers Arbitration to Rejected Dealers
---------------------------------------------------------
The House has approved a spending bill that would give dealers of
Chrysler Group LLC and General Motors Corp. a chance to appeal
their termination, according to a December 10 report by The New
York Times.

The $1.1 trillion spending bill includes provisions to give more
than 2,000 dealers affected by the auto makers' bankruptcy filing
an opportunity to challenge or reconsider prior decisions to close
the dealers.  It establishes a binding arbitration process to
determine whether dealerships ought to be reinstated.

Chrysler terminated 789 of its dealers in June while GM is set to
reject its franchise agreements with over 1,000 dealers next year
as part of their restructuring.

The legislation is due to be submitted for a vote by the Senate by
the end of next week before it is signed by President Barack
Obama.  Once it is signed, dealers would have 40 days to decide
whether to pursue arbitration, which must begin within another 140
days, according to a December 9 report by Automotive News.

A copy of the bill shows that arbitrators would have to assess the
dealership's profitability over the last four years, and its
experience and current economic vitality.  They also would have to
consider the dealership's local demography and geography,
Automotive News reported.

Dealers who appeal their termination and win in arbitration would
receive a letter of reinstatement from Chrysler and GM within
seven days of the arbitrator's decision.

"It is imperative for both auto dealers and auto companies to have
a transparent process that gives dealers a chance to make their
case for remaining open while respecting the companies' need to
return to profitability," House Majority Leader Steny Hoyer said
in a statement.

"Profitable dealerships that were closed for possibly unfair
reasons deserve the opportunity to hear why they were closed and
discuss the merits of reopening with an independent arbitrator who
can make a binding decision.  This is a fair process that protects
the rights of both sides," Mr. Hoyer said.

Mr. Hoyer and Assistant Senate Majority Leader Dick Durbin,
hammered out the agreement for an appeals process before it was
approved by the House.  Both officials have led negotiations
between the auto makers and the auto dealer groups since
September.

The officials, together with several other lawmakers, made the
move shortly after GM and Chrysler broke off settlement talks
aimed at avoiding legislation.

The auto makers agreed last week to offer an arbitration process
for the dealers but the dealers sought a third-party mediator and
the ability to present more evidence that they were viable
businesses at the time they were terminated, according to a
December 10 report by The Wall Street Journal.

The plans offered by Chrysler and GM also give dealers access to
arbitration but under the companies' original criteria used to
mark dealers for termination.  These plans drew flak, however,
from dealer groups which argued that few stores would be restored
under these criteria because they were circular and self-
fulfilling.

National Automobile Dealers Association, in a statement, expressed
skepticism over the automakers' plans, saying it does not believe
the plans would establish "a sufficiently meaningful process that
provides for a reasonable opportunity for dealer reinstatement."

Congressman Chris Van Hollen, meanwhile, said in a statement that
the plans offered by the auto makers are "a step in the right
direction but still fall short of what is needed to help re-
instate profitable car dealers and put their employees back to
work."

                        Mixed Reactions

The bill elicited praises from the National Automobile Dealers
Association, Automotive Trade Association Executives and the
Committee to Restore Dealer Rights, which had pushed most
aggressively for dealer restoration.

In a joint statement, NADA and ATAE said the bill would provide a
"fair process to address dealer concerns about the recent closures
of General Motors and Chrysler dealerships."

"The compromise agreement will give affected dealers transparency
and the right to arbitrate to regain their dealerships.  The
arbitrator will balance the interests of the dealer, the
manufacturer and the public to reach a decision about whether the
dealer should be added to the dealer network," the statement said.

Committee leader Tamara Darvish said the bill "establishes a fair,
neutral, transparent and balanced arbitration procedure for all
dealers who lost their franchises this year," according to
Automotive News report.

Some dealers, however, feel any aid would come too late.

Jim Casper, operations director at the former Birmingham Chrysler
Jeep in Michigan, said he would need to be repaid for his losses
in order to be viable again, WSJ reported.

"Our balance sheet is so weak that we are struggling to find
financing to establish a franchise with another brand, despite our
historic exceptional performance as a franchised vehicle dealer,"
WSJ quoted Mr. Casper as saying.

Since Mr. Casper received an order to close his store, his
dealership has barely survived by selling used cars.

Meanwhile, Jim Tarbox, a former Jeep dealer in North Kingstown,
R.I., said getting his dealership back would be a challenge since
Chrysler has already offered his franchise to a nearby Dodge and
Chrysler dealer, WSJ reported.

In its December 8 statement, Chrysler made no expressions of
support for the bill but said it agreed with Congress that
arbitration is the best way to resolve the issues involving the
terminated dealers.

"We are committed to work with Congress and the dealers to achieve
a process that equitably balances the interests of the
discontinued dealers, our current dealers, and the taxpayers
relying on Chrysler to repay its loans," Chrysler Group said.

ABI reports that Chrysler CEO Sergio Marchionne said that the
Company might challenge as unconstitutional legislative efforts
aimed at restoring some of the 789 dealers it eliminated earlier
this year.

                     About Chrysler Group LLC

Chrysler Group LLC -- http://www.chryslergroupllc.com/-- formed
in 2009 from a global strategic alliance with Fiat Group, produces
Chrysler, Jeep(R), Ram, Dodge, Mopar(R) and Global Electric
Motorcars brand vehicles and products.  Headquartered in Auburn
Hills, Michigan, Chrysler Group LLC's product lineup features some
of the world's most recognizable vehicles.  Fiat will contribute
world-class technology, platforms and powertrains for small- and
medium-sized cars, allowing Chrysler Group to offer an expanded
product line including environmentally friendly vehicles.

                          About Old CarCo

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.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Italian automobile manufacturer 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 Fiat.  Under the terms
approved by the Bankruptcy Court, Chrysler 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 holds a 20% equity interest in Chrysler
Group.

The Chrysler Debtors changed their corporate name to Old CarCo
following the sale.

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.

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: Chrysler Group Exempted From Treasury Pay Rules
-------------------------------------------------------------
Executives at Chrysler Group LLC and Chrysler Financial were
exempted from the second round of rulings set by the U.S. Treasury
on executive compensation packages for companies that received
bailout funds.

The rulings, which were released by Kenneth Feinberg, the Special
Master for TARP Executive Compensation, cover compensation
structures for the 26 to 100 most highly compensated employees as
well as executive officers who were not subject to the Special
Master's October 22, 2009 decisions.

Unlike the October rulings, which addressed specific amounts
payable to "Top 25" executives, Treasury regulations require the
Special Master to address compensation structures for executives
in this second round of decisions, according to a December 11
statement released by the U.S. Treasury.

Chrysler and Chrysler Financial were exempted from the Special
Master's review during this round because total pay for their
executives does not exceed the $500,000 "safe harbor" limitation
in Treasury's compensation regulations, the statement said.  Only
four companies are covered by the rulings: Citigroup, American
International Group, GMAC and General Motors Corp.

The new rules, which govern 2009 compensation, are likely to
affect annual bonuses, according to a December 13 report by
TopNews United States.

In a December 11 statement regarding the U.S. Treasury's
compensation structures, Chrysler Group said that it took a
realistic approach to developing its 2009 compensation plan.

"Our proposal was developed in a responsible manner, meeting the
many criteria provided by U.S. Treasury and balancing Chrysler
Group's need to remain competitive in attracting and retaining
talent.  We will continue to work closely with the Office and
cooperate fully with all requests," the auto maker said.

"We owe a huge debt of gratitude to the U.S. tax payer's support
and intend to live up to the expectations of those who made
sacrifices on our behalf," Chrysler Group further said.

                     About Chrysler Group LLC

Chrysler Group LLC -- http://www.chryslergroupllc.com/-- formed
in 2009 from a global strategic alliance with Fiat Group, produces
Chrysler, Jeep(R), Ram, Dodge, Mopar(R) and Global Electric
Motorcars brand vehicles and products.  Headquartered in Auburn
Hills, Michigan, Chrysler Group LLC's product lineup features some
of the world's most recognizable vehicles.  Fiat will contribute
world-class technology, platforms and powertrains for small- and
medium-sized cars, allowing Chrysler Group to offer an expanded
product line including environmentally friendly vehicles.

                          About Old CarCo

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.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Italian automobile manufacturer 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 Fiat.  Under the terms
approved by the Bankruptcy Court, Chrysler 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 holds a 20% equity interest in Chrysler
Group.

The Chrysler Debtors changed their corporate name to Old CarCo
following the sale.

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.

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: Suit Against Daimler on Supply Halt Dropped
---------------------------------------------------------
Chrysler Group LLC and Old Carco LLC stipulate that their
adversary proceeding commenced against Daimler AG is dismissed
pursuant to Rule 7041 of the Federal Rules of Bankruptcy Procedure
and Rule 41(a)(1) of the Federal Rules of Civil Procedure, with
prejudice, and with each party bearing its own costs, including
attorney's fees.

As previously reported, Daimler asked the Court to dismiss the
amended complaint filed by Chrysler Group LLC and Old Carco LLC on
September 29, 2009.  Pursuant to Rule 9017 of the Federal Rules of
Bankruptcy Procedure, Daimler also notified the Court and parties-
in-interest that if the proceeding were to survive its dismissal
request, Daimler may raise issues in the proceeding concerning the
law of Germany.

Chrysler Group filed the lawsuit as "Daimler has improperly
threatened to suspend negotiations for, and the continued supply
of, key parts and has refused to assure the performance of its
contractual obligations unless Chrysler accedes to Daimler's
impermissible demand that Chrysler pay volume shortfall payments
for OM 651 engines, thereby threatening Chrysler's production."

In the lawsuit, Old Chrysler and Chrysler sought a judicial
declaration from the Court that:

  (a) Daimler has no entitlement to volume shortfall payments
      under the OM 651 Contracts, having waived any right to
      those payments in Section 6 of the April Settlement
      Agreement;

  (b) the Section 365 cure amount with respect to the OM 651
      Contracts is $0; and

  (c) pursuant to the Sale Order and other Orders applying to
      the assumption and assignment of the contracts entered by
      the Court, Daimler is barred from, directly or indirectly,
      attempting to recoup these waived volume shortfall
      payments or cure costs in, or in connection with, any
      current or future parts supply agreement.

                     About Chrysler Group LLC

Chrysler Group LLC -- http://www.chryslergroupllc.com/-- formed
in 2009 from a global strategic alliance with Fiat Group, produces
Chrysler, Jeep(R), Ram, Dodge, Mopar(R) and Global Electric
Motorcars brand vehicles and products.  Headquartered in Auburn
Hills, Michigan, Chrysler Group LLC's product lineup features some
of the world's most recognizable vehicles.  Fiat will contribute
world-class technology, platforms and powertrains for small- and
medium-sized cars, allowing Chrysler Group to offer an expanded
product line including environmentally friendly vehicles.

                          About Old CarCo

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.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Italian automobile manufacturer 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 Fiat.  Under the terms
approved by the Bankruptcy Court, Chrysler 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 holds a 20% equity interest in Chrysler
Group.

The Chrysler Debtors changed their corporate name to Old CarCo
following the sale.

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.

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: Voting Exclusivity Extended Until March 31
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has given Chrysler LLC and its affiliated debtors additional time
to file their Chapter 11 plan and solicit votes for that plan.
The Court extended Chrysler's deadline for filing their Chapter 11
plan until December 30, 2009, and for soliciting votes from
creditors stretched out to March 31, 2010.

As reported by the TCR on Dec. 16, 2009, Chrysler LLC, now known
as Old Carco LLC following the sale of its business to Fiat S.p.A.
and the U.S. government, filed a Chapter 11 plan of liquidation.

The hearing to approve the disclosure statement explaining the
Plan will be held Jan. 21.

Under the Plan, recovery by general unsecured creditors is
contingent on, among other things, a successful outcome in a
lawsuit initiated by the Official Committee of Unsecured Creditors
against Daimler AG and certain related parties.

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

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

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

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

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

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

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

                     About Chrysler Group LLC

Chrysler Group LLC -- http://www.chryslergroupllc.com/-- formed
in 2009 from a global strategic alliance with Fiat Group, produces
Chrysler, Jeep(R), Ram, Dodge, Mopar(R) and Global Electric
Motorcars brand vehicles and products.  Headquartered in Auburn
Hills, Michigan, Chrysler Group LLC's product lineup features some
of the world's most recognizable vehicles.  Fiat will contribute
world-class technology, platforms and powertrains for small- and
medium-sized cars, allowing Chrysler Group to offer an expanded
product line including environmentally friendly vehicles.

                          About Old CarCo

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.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Italian automobile manufacturer 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 Fiat.  Under the terms
approved by the Bankruptcy Court, Chrysler 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 holds a 20% equity interest in Chrysler
Group.

The Chrysler Debtors changed their corporate name to Old CarCo
following the sale.

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.

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: To Invest $179MM on Fuel-Efficient Engines
--------------------------------------------------------
Chrysler Group LLC last week said it will invest $179 million to
launch production of an advanced technology, fuel-efficient engine
for the North American market, which will be built at the
company's Global Engine Manufacturing Alliance plant in Michigan.

The investment will create up to 573 new jobs industry-wide,
including up to 155 new Chrysler Group jobs.

The GEMA plant, located in Dundee, Michigan, will produce the 1.4-
liter, 16-valve Fully Integrated Robotized Engine (FIRE) for use
in Chrysler Group's growing fleet of fuel-efficient vehicles. FIRE
is a collaboration between Chrysler Group and Fiat powertrain
groups and will include Fiat's innovative advanced technologies to
reduce engine emissions and improve fuel economy.

"This is one more important step forward that demonstrates our
intent to deliver on the promise of the Fiat-Chrysler strategic
alliance and the substance of the road map we laid out in
November," said Sergio Marchionne, Chrysler Group LLC Chief
Executive Officer.

"This project further demonstrates that Michigan has the
competitive business climate, infrastructure and talented
workforce to compete in the global marketplace," said Governor
Jennifer M. Granholm.

"We are pleased and excited with the I-4 FIRE engine loading at
GEMA. The UAW is committed to working with the Company to continue
doing everything we can to ensure this new engine launch is
successful." said General Holiefield, Vice President and Director
of the UAW, Chrysler Department.

The announcement follows a thorough site selection review by the
company and actions by the Michigan Economic Development
Corporation and the Village of Dundee in support of the project.

Production of the 1.4-liter engine at GEMA will begin in the
fourth quarter of 2010. The first application of the engine will
be in the North American-built Fiat 500 that will go into
production in 2011.

Chrysler Group has two plants at the GEMA complex, located at 5800
North Ann Arbor Road outside Dundee. In addition to the South
plant which will produce the FIRE, the North Plant, opened in
October 2005, produces the World Gas Engine, Chrysler Powertrain's
naturally-aspirated, four-cylinder engine family.

The Company also announced last week the resignation of John T.
Bozzella, Senior Vice President, External Affairs.  The
resignation is effective December 31, 2009.  Mr. Bozzella will
leave the company to pursue other opportunities.  A replacement
will be named in the next few weeks.

                     About Chrysler Group LLC

Chrysler Group LLC -- http://www.chryslergroupllc.com/-- formed
in 2009 from a global strategic alliance with Fiat Group, produces
Chrysler, Jeep(R), Ram, Dodge, Mopar(R) and Global Electric
Motorcars brand vehicles and products.  Headquartered in Auburn
Hills, Michigan, Chrysler Group LLC's product lineup features some
of the world's most recognizable vehicles.  Fiat will contribute
world-class technology, platforms and powertrains for small- and
medium-sized cars, allowing Chrysler Group to offer an expanded
product line including environmentally friendly vehicles.

                          About Old CarCo

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.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Italian automobile manufacturer 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 Fiat.  Under the terms
approved by the Bankruptcy Court, Chrysler 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 holds a 20% equity interest in Chrysler
Group.

The Chrysler Debtors changed their corporate name to Old CarCo
following the sale.

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.

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)


CIB MARINE: Taps Stifel Nicolause to Search Partner
---------------------------------------------------
Don Dodson at The News-Gazette.com reports that CIB Marine
Bancshares, parent company of Central Illinois Bank, says it's
prepared to run independently as long as necessary.  The Company
tapped Stifel Nicolaus as its investment banker to find a
strategic partner.

CIB Marine Bancshares, Inc. (PINKSHEETS: CIBH) --
http://www.cibmarine.com/-- is a one-bank holding company with 17
banking offices in central Illinois, Wisconsin, Indiana, and
Arizona.

CIB Marine Bancshares asked holders of its trust preferred
securities to give advance approval of a pre-packaged plan of
reorganization under Chapter 11 of the Bankruptcy Code that would
involve conversion of their debt securities to preferred stock.
In late October 2009, CIB Marine won confirmation of its pre-
packaged plan of reorganization.


CIMINO BROKERAGE: Can Use Cash Collateral of Prepetition Lenders
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized, on an interim basis, Cimino Brokerage Company to:

   -- use cash securing their obligation to their prepetition
      lenders led by Wells Fargo Bank; and

   -- grant adequate protection to their prepetition lenders.

A hearing on the Debtor's cash collateral motion will continue on
January 8, 2010, at 2:00 p.m. at San Jose Courtroom 3020.

The Debtor would use the money to fund its Chapter 11 case, pay
suppliers and other parties.

The Debtor will provide the secured creditors with replacement
lien against the Debtor's assets, with the replacement lien to
have the same extent, validity, and priority as the prepetition
liens held by the creditors.

The Court also ordered Wells Fargo Bank to turn over funds seized
from the Debtor.

                    About Cimino Brokerage

Salinas, California-based Cimino Brokerage Company, a California
general partnership -- aka Cimino Brothers Produce and dba Cimino
Brothers Produce -- was founded over 15 years ago by the Cimino
family, which has been in the agricultural business since 1895.
The Debtor is currently owned 50% by Vincent Cimino, 25% by Armand
Cimino and 25% by Stephanie Cimino.  The Company is a year-round
grower, shipper and distributor of fresh vegetables and
fruits, primarily broccoli.  The Company, through its Mexican
wholly-owned subsidiary (Cimino Brothers Produce Mexico S.A. de
C.V. is the creator of the Asian Cut Crown broccoli category, and
has developed the largest national network of Asian foodservice
distributors and customers in the nation.  The Company's
administrative operations are carried out from its facilities in
Salinas, California.  The Company's primary cooling facilities in
the United States are located in Laredo, Texas.

The Company filed for Chapter 11 bankruptcy protection on
November 24, 2009 (Bankr. N.D. Calif. Case No. 09-60291).  Todd M.
Arnold, Esq., at Levene, Neale, Bender, Rankin, and Brill 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.


CIMINO BROKERAGE: U.S. Trustee Appoints 5-Member Creditors Panel
----------------------------------------------------------------
The U.S. Trustee for Region 17, appointed five members to the
official committee of unsecured creditors in the Chapter 11 case
of Cimino Brokerage Company.

The Creditors Committee members are:

1. Alvarez Truck Brokers of Florida, Inc.
   Attn: Mike Alcocer
   P.O. Box 772169
   Ocala, FL 34477
   Tel: (352) 291-1900

2. Gonzalez Rrucking S.A. De C.V.
   Attn: Gustavo Baez M.
   Ave. De La Convencion De 1914 Nte. No. 312
   Col. Moreles Aguascalientes, Ags, Mexico

3. Growers Ice Company
   Attn: Dennis Stephens
   P.O. Box 298
   1060 Growers Street
   Salinas, CA 93902
   Tel: (831) 424-5781

4. Holden Produce, Inc.
   Attn: Pamela J. Holden
   222 E. Monte Cristo Rd. No. 2
   Edinburg, TX 78541
   Tel: (956) 381-5994

5. International Customhouse Brokerage Services, Ltd.
   809 nafta blvd.
   Laredo, TX 78045
   Attn: Raquel L. Perez
   Tel: (956) 725-5134

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

                    About Cimino Brokerage

Salinas, California-based Cimino Brokerage Company, a California
general partnership -- aka Cimino Brothers Produce and dba Cimino
Brothers Produce -- was founded over 15 years ago by the Cimino
family, which has been in the agricultural business since 1895.
The Debtor is currently owned 50% by Vincent Cimino, 25% by Armand
Cimino and 25% by Stephanie Cimino.  The Company is a year-round
grower, shipper and distributor of fresh vegetables and
fruits, primarily broccoli.  The Company, through its Mexican
wholly-owned subsidiary (Cimino Brothers Produce Mexico S.A. de
C.V. is the creator of the Asian Cut Crown broccoli category, and
has developed the largest national network of Asian foodservice
distributors and customers in the nation.  The Company's
administrative operations are carried out from its facilities in
Salinas, California.  The Company's primary cooling facilities in
the United States are located in Laredo, Texas.

The Company filed for Chapter 11 bankruptcy protection on
November 24, 2009 (Bankr. N.D. Calif. Case No. 09-60291).  Todd M.
Arnold, Esq., at Levene, Neale, Bender, Rankin, and Brill 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.


CIMINO BROKERAGE: Weather, Financial Woes Cued Chapter 11 Filing
----------------------------------------------------------------
The Packer's Dawn Withers reports that Cimino Bros. Produce filed
for Chapter 11 bankruptcy, citing inability to secured additional
bank loans in time leading to an ongoing dispute with Wells Fargo
over seized accounts, problems with weather in Mexico, and carton
supplier cost of $6.5 million in 2008.

Salinas, California-based Cimino Brokerage Company, a California
general partnership -- aka Cimino Brothers Produce and dba Cimino
Brothers Produce -- was founded over 15 years ago by the Cimino
family, which has been in the agricultural business since 1895.
The Debtor is currently owned 50% by Vincent Cimino, 25% by Armand
Cimino and 25% by Stephanie Cimino.  The Company is a year-round
grower, shipper and distributor of fresh vegetables and
fruits, primarily broccoli.  The Company, through its Mexican
wholly-owned subsidiary (Cimino Brothers Produce Mexico S.A. de
C.V. is the creator of the Asian Cut Crown broccoli category, and
has developed the largest national network of Asian foodservice
distributors and customers in the nation.  The Company's
administrative operations are carried out from its facilities in
Salinas, California.  The Company's primary cooling facilities in
the United States are located in Laredo, Texas.

The Company filed for Chapter 11 bankruptcy protection on
November 24, 2009 (Bankr. N.D. Calif. Case No. 09-60291).  Todd M.
Arnold, Esq., at Levene, Neale, Bender, Rankin, and Brill 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.


CIRCUIT CITY: Rejects All Contracts With Charter Comms.
-------------------------------------------------------
Circuit City Stores Inc. and its units ask the Court to approve an
agreement with Charter Communications, Inc., whereby all executory
contracts between the parties will be deemed rejected as of
August 31, 2009.

On March 27, 2009, the Charter filed voluntary petitions for
Chapter 11 relief with the United States Bankruptcy Court for the
Southern District of New York.  The Charter Debtors' confirmed
Joint Plan of Reorganization became effective on November 30,
2009.

The Debtors and Charter are parties to a number of executory
contracts, including, but not limited to a certain Retailer
Marketing Agreement dated June 27, 2008, and the Installation
Services Evaluation Agreement dated September 2, 2007.

After entry of the Court's order approving the Stipulation,
Charter will file a notice of entry of the Stipulation and Order
with the New York Court in the Charter Cases.

                        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: Seeks to Recover $19.18MM Payments to Active Media
----------------------------------------------------------------
Circuit City Stores Inc. and its units seek to recover not less
than $19,178,522 from Active Media Services, Inc., relating to an
advertising brokerage relationship between the parties.

In addition to seeking recovery for various breaches of contract
by Active, the Debtors also seek recovery for unjust enrichment
and for certain preferential transfers and fraudulent transfers
that occurred during the 90-day period before the Petition Date,
as well as turnover of property of the Debtors' bankruptcy
estate.

                     Advertising Agreement

On December 30, 2003, the Debtors and Active entered into an
agreement, as amended, pursuant to which Active would purchase
cable and network television advertising on behalf of the
Debtors.

Under the Advertising Agreement, the Debtors agreed to sell to
Active certain consumer and electronics merchandise identified in
a schedule to the agreement.  In exchange for the merchandise,
Active agreed to provide the Debtors with certain advertising
brokerage services.

In connection with these transactions, Active issued to the
Debtors a certain amount of trade credits, purportedly based on
the value of the merchandise sold to Active.  The Debtors could
then redeem the Trade Credits to pay for a portion of the
advertising services it purchased from Active pursuant to the
Advertising Agreement, Douglas M. Foley, Esq., at McGuireWoods
LLP, in Richmond, Virginia, relates.

Under the terms of the Advertising Agreement, the Trade Credits
have no cash value.

The Debtors were required to pay for the remaining portion of the
advertising services with cash.

Pursuant to certain addenda to the Advertising Agreement, among
other things, the Debtors sold to Active additional merchandise
identified on a schedule to Addendum 4 totaling $20,007,642.  In
connection with the sale of additional Merchandise to Active
under Addendum 4, Active issued additional Trade Credits to the
Debtors in the amount of $20,000,000.  The quantity and value of
the Merchandise sold to Active under Addendum 4 was revised
pursuant to an amendment dated September 23, 2008.

The revised schedule of Merchandise included in Amendment 4
identified the Merchandise to be sold to Active with a total
value of $19,266,482.  The amount of additional Trade Credits was
also reduced to $19,200,000 pursuant to Amendment 4.

              Preferential Transfers and Payments

Pursuant to the Advertising Agreement, on November 20, 2008, the
Debtors initiated a $2,906,877 wire payment to Active on account
of estimated December 2008 advertising expenses.  On November 24,
2008, the Debtors initiated another wire payment of $2,142,096 to
Active on account of estimated December 2008 advertising
expenses.

The actual December 2008 expenses was less than the estimated
amounts wired to Active.  This resulted in an overpayment to
Active of $246,556.

Pursuant to the Advertising Agreement, on December 19, 2008, the
Debtors wired $1,725,599 to Active on account of estimated
January 2009 advertising expenses.  An additional payment of
$67,881 was issued on December 30, 2008.  Subsequent to these
payments for estimated January 2009 advertising expenses, the
January 2009 advertising was canceled in its entirety, Mr. Foley
relates.

This resulted in Active invalidly holding property of the Debtors
and their bankruptcy estate in the amount of $1,793,480.

The Debtors have made verbal and written demands upon Active for
payment of the December 2008 Overpayment and the Canceled
Advertising Amount, but Active has refused to make the payments,
according to Mr. Foley.

Pursuant to the Advertising Agreement, Addendum 4, and Amendment
4, the Debtors transferred to Active all of the Merchandise,
valued at $19,266,482, during the period from September 10
through October 20, 2008, Mr. Foley notes.

From the time of execution of Addendum 4 on August 26, 2008,
through December 31, 2008, the Debtors purchased approximately
$30,100,000 in media advertising from Active, Mr. Foley notes.
Pursuant to the Advertising Agreement, Active established Cash
Payment Requirements of roughly $17,400,000 in connection with
the $30,100,000 of media advertising.

This allowed Circuit City to utilize Trade Credits of only
$12,743,935 in connection with the $30,100,000 of purchased media
advertising.  As of December 11, 2009, the Debtors hold about
$6,522,546 of unused Trade Credits, according to Mr. Foley.
These Trade Credits are of no value to the Debtors or their
bankruptcy estate.

In exchange for $19,266,482 of Merchandise, the Debtors received,
at most, $12,743,935 worth of valuable services from Active.
Active received roughly $6,522,546 of Merchandise from the
Debtors in exchange for less than a reasonably equivalent value,
Mr. Foley tells the Court.

Mr. Foley notes that at the times of, and subsequent to, each of
the transfers, the Debtors had at least one creditor with an
allowable unsecured claim that remained unsatisfied as of the
Petition Date.

                         Trade Agreement

On June 12, 2006, the Debtors and Active entered into a
cooperative advertising agreement pursuant to which, Active
agreed to establish, for the benefit of the Debtors, a facility
in the amount of $3,600,000.  As consideration for the Lease
Mitigation Facility, the Debtors committed to purchase
advertising services from Active in an aggregate net amount of
$30,000,000 over a three-year period from June 1, 2006, through
May 31, 2009.

As of November 2008, the Debtors satisfied their media commitment
under the Trade Agreement by purchasing $30,000,000 in
advertising services from Active during the three-year period
contemplated by the Trade Agreement.

At the time the Debtors completed their Media Commitment
obligation under the Trade Agreement, Active had previously made
Lease Mitigation Facility payments of $2,435,040, leaving a
balance of $1,164,960 due and owing to the Debtors.

The Debtors have made verbal and written demands upon Active for
payment of the Lease Mitigation Facility Balance, but Active has
refused to make the payments, according to Mr. Foley.

                     Preferential Transfers

During the 90-day period before the Petition Date, the Debtors
made multiple transfers of interests of their property to or for
the benefit of Active in an amount not less than $14,112,499, Mr.
Foley says.

During the course of this adversary proceeding, the Debtors may
learn of additional transfers made to Active during the
Preference Period.  The Debtors intend to avoid and recover all
transfers in an amount not less than $9,450,978, according to Mr.
Foley.  He asserts that the Debtors were insolvent during the 90-
day period before the Petition Date.

Mr. Foley tells the Court that the transfers or payments enabled
Active to receive more than Active would have received if (i) the
Debtors' Chapter 11 cases were instead Chapter 7 cases, (ii) the
transfers or payments had not been made, and (iii) Active
received payment of the debt to the extent provided by the
Bankruptcy Code.

On January 13, 2009, Active filed Claim No. 3895, asserting an
unsecured claim of $2,129,242 for "media and travel services."

The Debtors request that, on their claims for breach of contract,
unjust enrichment, turnover, fraudulent transfer, and
preferential transfer, the Court:

  (a) award the Debtors damages totaling not less than
      $19,178,522;

  (b) award the Debtors reasonable costs and expenses incurred
      in the action;

  (c) award the Debtors pre-judgment and post-judgment interest;

  (d) require Active to immediately turn over the amounts owed
      to the Debtors, plus interest, costs, expenses, and
      attorneys' fees; and

  (e) disallow any claim of Active against the Debtors'
      bankruptcy estates, including Claim No. 3895, unless and
      until Active pays to the Debtors the amount of any and all
      judgments granted to the Debtors in the adversary
      proceeding.

                        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: Sues Creative Labs for Breach of Contract
-------------------------------------------------------
Circuit City Stores Inc. and Creative Labs, Inc., are parties to a
certain Direct Retail Agreement for the sale of Creative Labs'
goods in the Debtors' stores.  Pursuant to the Contract, the
Debtors were appointed, on a non-exclusive basis, as an authorized
retailer for the sale of Creative Labs products.  Also pursuant to
the Contract, the Debtors obtained certain Creative Labs products
directly from Creative Lab, and marketed and sold these products
to the Debtors' customers in the United States and the United
States' territories.

According to the Debtors' counsel, Douglas M. Foley, Esq., at
McGuireWoods LLP, in Richmond, Virginia, pursuant to the
Contract, Creative Labs was obligated to remit to the Debtors,
and the Debtors were entitled to payment from Creative Labs for:

  (a) Receivables for advertising and promotion, including
      certain market development funds;

  (b) Debits pursuant to Creative Labs' price protection policy;
      and

  (c) Debits for the return of defective products shipped and
      paid for by the Debtors.

The Debtors performed the services prepetition and postpetition
through the liquidation, and have demanded payment.  As of
November 23, 2009, Creative Labs is indebted to the Debtors for a
total of $966,242, Mr. Foley informs the Court.

The Debtors sent demand letters dated May 29 and July 17, 2009,
to Creative Labs for the Unpaid Obligations.

Moreover, within 90 days before the Petition Date, the Debtors
made multiple transfers of interest of their property to or for
the benefit of Creative Labs in an amount not less than
$5,557,923, Mr. Foley relates.

After taking into account certain defense, the Debtors have
excluded certain transfers to which there appear to have been
subsequent new value provided or appear to be substantially
contemporaneous exchanges pursuant to Section 547(c)(1) and (4)
of the Bankruptcy Code, according to Mr. Foley.

He adds that during the course of the adversary proceeding, the
Debtors may learn of additional transfers made to Creative Labs
during the Preference Period.  The Debtors intend to avoid and
recover all transfers in an amount not less than $1,673,473, he
tells the Court.

Mr. Foley asserts that:

  (1) Creative Labs' failure to compensate the Debtors for the
      Unpaid Obligations constitutes a material breach of its
      obligations under the Contract.

      The Debtors are entitled to a judgment against Creative
      Labs in an amount not less than the Unpaid Obligations of
      $966,242, plus costs, fees, expenses, including attorney's
      fees, and interest;

  (2) Creative Labs is in possession, custody, and control of
      Unpaid Obligations in an amount not less than $966,242,
      plus costs, fees, expenses, including attorney's fees and
      interest.

      The Unpaid Obligations constitute valid and existing
      debts, due and owing by Creative Labs to the Debtors.  The
      Unpaid Obligations are property of the Debtors' estate
      under Section 541 of the Bankruptcy Code and constitute
      debts that are matured, payable on demand, or payable on
      order;

  (3) The Debtors conferred a benefit upon Creative Labs
      pursuant to the Contract.  Creative Labs' benefit without
      just compensation to the Debtors has unjustly enriched
      Creative Labs in an amount not less than $966,242, plus
      costs, fees, expenses, including attorney's fees, and
      interest.

      The Debtors are entitled restitution from Creative Labs in
      an amount not less than $966,242, plus other applicable
      costs; and

  (4) The Transfers enabled Creative Labs to receive greater
      value than it would have received if (i) the Debtors'
      cases were under Chapter 7 of the Bankruptcy Code, (ii)
      the Transfers had not been made, and (iii) Creative Labs
      received payment on account of the debt paid by the
      Transfers to the extent provided by the provisions of the
      Bankruptcy Code.  Each of the Transfers constitutes an
      avoidable preference pursuant to Section 547(b) of the
      Bankruptcy Code.

Against this backdrop, the Debtors ask the Court to:

  (1) Enter judgment against Creative Labs for breach of
      contract and award the Debtors damages of not less than
      $966,242, plus costs, fees, expenses, including attorney's
      fees, and interest at the higher of the legal rate or the
      rate set forth in the Contract or in any agreements
      governing the Unpaid Obligations; or, in the alternative,

  (2) Order Creative Labs to turn over and deliver to the
      Debtors the Unpaid Obligations in an amount not less than
      $966,242, plus costs, fees, expenses, including attorney's
      fees, and interest at the higher of the legal rate or the
      rate set forth in the Contract or in any agreements
      governing the Unpaid Obligations; or, in the alternative,

  (3) Enter judgment against Creative Labs for unjust enrichment
      and award the Debtors restitution in an amount not less
      than $966,242, plus costs, fees, expenses, including
      attorney's fees, and interest at the higher of the legal
      rate or the rate set forth in the Contract or in any
      agreements governing the Unpaid Obligations; and

  (4) Pursuant to Section 550 of the Bankruptcy Code, enter an
      order for avoidance of a preferential transfer pursuant to
      Section 547(b) in an amount not less than $1,673,473, plus
      costs, fees, expenses, including attorney's fees, and
      interest at the legal rate.

In a separate filing, the Debtors seek, pursuant to Section
107(b) of the Bankruptcy Code and Rule 9018 of the Federal Rules
of Bankruptcy Procedure, to file the Contract under seal due to
the confidential or proprietary and sensitive nature of the
Contract.

The Debtors will deliver copies of the Contract to chambers for
in camera review by the Court, and to the Office of the United
States Trustee for the Eastern District of Virginia and counsel
to the Official Committee of Unsecured Creditors.

                        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).


CISTERA NETWORKS: Earns $342,500 in Second Quarter Ended Sept. 30
-----------------------------------------------------------------
Cistera Networks, Inc., reported net income of $342,500 on total
revenues of $750,909 for the three months ended September 30,
2009, compared with a net loss of $598,203 on total revenues of
$1,288,503 for the same period ended September 30, 2008.

Earnings before interest, taxes, depreciation and amortization
for the third quarter were $355,000 million, up significantly from
$347,000 loss in the first quarter, due primarily to restructuring
and a strong cost control.  Gross margins improved from 63% to 73%
of revenues due to a strong mix of software sales vs hardware
sales.

The Company reported a net loss of $90,497 on total revenues of
$1,208,875 for the six months ended September 30, 2009, compared
with a net loss of $3,521,466 on total revenues of $2,089,063 for
the same period ended September 30, 2008.

Gross profit for the six months ended September 30, 2009,
decreased $700,982 or approximately 45% from the comparable prior
year quarter primarily due to decrease revenue.  Gross margin
increased in the six months ending September 2009, as compared to
the September 2008 six months to 74% from 69%.

Operating expenses decreased from $2,369,652 in the September 2008
six months to $788,021 in the six month ending September 2009, a
decrease of $1,581,631 or approximately 67%.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $2,111,714 in total assets and $4,110,856 in total
liabilities, resulting in a $1,999,142 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $243,437 in total current
assets available to pay $1,915,020 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?4c0c

                       Going Concern Doubt

The report of the Company's independent registered public
accounting firm on the Company's consolidated financial
statements, as of and for the year ended March 31, 2009, contains
an explanatory paragraph expressing substantial doubt as to the
Company's ability to continue as a going concern.  The accounting
firm pointed to the Company's recurring losses from operations and
net capital deficiency.

The Company had a net loss of $90,497 for the six months ended
September 30, 2009.  Also, as of September 30, 2009, the Company
has negative working capital of $1,671,583.

"These factors raise substantial doubt about our ability to
continue as a going concern."

As of December 30, 2008, the Company was in default on
approximately $148,000 of principal and accrued interest on
certain senior unsecured convertible promissory notes (the "PP2
Notes").  As of April 5, 2009, the Company was in default on
approximately $1,100,000 of principal and accrued interest on
certain PP2 Notes.  The Company will need to renegotiate the
payment or conversion of the principal and interest due on all of
the PP2 Notes, or raise additional capital, or a combination of
the two.

                      About Cistera Networks

Based in Plano, Texas, Cistera Networks Inc. (OTC BB: CNWT) --
http://www.cistera.com/-- is a provider of enterprise application
communications platforms and services.  The Company blends
powerful application infrastructure with industry-specific
business processes, to deliver the benefits of voice, video and
data convergence to the user.  Cistera's portfolio of application
services enables users to improve customer service and
satisfaction, increase productivity and collaboration, improve
responsiveness to critical incidents and to provide a safer
environment.


CLAIRE'S STORES: Moody's Affirms 'Caa3' Senior Secured Rating
-------------------------------------------------------------
Moody's Investors Service changed Claire's Stores, Inc.'s rating
outlook to stable from negative and upgraded its speculative grade
liquidity rating to SGL-3 from SGL-4.  All existing ratings --
including the company's Caa3 Probability of Default Rating, its
Caa2 senior secured credit rating, and its Ca senior unsecured and
senior subordinated ratings -- are affirmed.

The change in outlook to stable from negative and the upgrade to
SGL-3 reflects Claire's improvement in liquidity.  Now that
Claire's has stopped generating sizable free cash flow deficits,
Moody's expects that it has ample cash on hand to support its
operations over the next twelve months.  In addition, the stable
outlook reflects the lack of any near term debt maturities and
that Claire's has no financial covenants.

Claire's Speculative Grade Liquidity rating of SGL-3 reflects
adequate liquidity.  Moody's expects that Claire's will be able to
generate modestly positive free cash flow over the next twelve
months.  However, Moody's notes that the free cash flow is being
bolstered by the company's electing to defer paying a portion of
its interest expense in cash as well as by keeping capital
expenditures below their historic levels.  Claire's has fully
drawn down its revolver credit facility and so has no available
external sources of liquidity.  However, the full drawing under
the revolver provides the company with a healthy level of cash
that will allow it to cover any seasonal cash needs and a modest
level of capital expenditures over the next twelve to eighteen
months.  Moody's notes that the company could start depleting its
cash balances once it starts to pay cash interest on its toggle
notes in late 2011 should its operating performance not
significantly improve above its current level.

Claire's Caa3 Corporate Family and Probability of Default Ratings
are primarily driven by the company's very weak credit metrics as
a result of its heavy debt load.  The rating reflects Moody's
opinion that Claire's has an unsustainable capital structure at
the company's current performance levels and the high likelihood
that Claire's could choose to pursue a distressed debt exchange or
capital structure restructuring.  Claire's leverage remains very
high and cash interest burden remains heavy despite its ability to
PIK the interest payment on the toggle notes.  Moody's does
recognize Claire's strong qualitative factors such as its
geographic diversification, its well known brand name, and its
high margins relative to the specialty retail peers.

This rating is upgraded:

  -- Speculative grade liquidity rating to SGL-3 from SGL-4

These ratings are affirmed and LGD rates changed:

  -- Corporate family rating at Caa3;

  -- Probability of default rating at Caa3;

  -- $200 million senior secured revolving credit facility at Caa2
     (LGD 3, 32%);

  -- $1,450 million senior secured term loan at Caa2 (LGD 3, 32%);

  -- Senior unsecured notes at Ca (LGD 4, 68% from LGD 4, 67%)

  -- Senior subordinated notes at Ca (LGD 6, 94% from LGD 6, 93%).

The last rating action on Claire's was on December 22, 2008 when
its Corporate Family and Probability of Default Ratings were
downgraded to Caa3 from Caa1.

Claire's Stores, Inc., headquartered in Pembroke Pines, Florida,
is the leading specialty retailer of value-price jewelry and
fashion accessories for pre-teens, teenagers, and young adults.
With revenues of approximately $1.3 billion, it operates 2,954
stores in North America and Europe.


CLEAR CHANNEL: Moody's Downgrades Ratings on Senior Notes to 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Clear Channel Worldwide
Holdings, Inc.'s proposed issuance of Senior Unsecured Notes due
2017 to B2 from B1 (rating assigned on December 14, 2009)
following the company's announced plan to significantly upsize the
offering from $750 million to $2.5 billion ($500 million Series A
and $2.0 billion Series B) and to eliminate $2 billion of junior-
ranking intercompany notes that had previously afforded debt
cushion.  Moody's affirmed CCW's B2 Corporate Family Rating and B1
Probability-of-Default Rating as the $500 million absolute
increase in debt outstanding as a result of the modified
transaction is relatively modest in the context of the overall
firm's assets and liabilities.  CCW is a wholly-owned intermediate
holdco subsidiary of Clear Channel Outdoor Holdings, Inc.

The downgrade reflects the elimination of the aforementioned debt
cushion provided by the company's intercompany note as proceeds
from the new senior unsecured notes ( $2.0 billion) along with
proceeds from Clear Channel Communication, Inc.'s "due from" note
($500 million) will be used to retire the intercompany note held
by CCU, which otherwise matures in August of 2010.  "Under the
previously contemplated structure, Clear Channel Outdoor, Inc.'s
structurally subordinated intercompany note provided loss
absorption cushion to debt issued at CCW," stated Neil Begley, a
Senior Vice President at Moody's Investors Service.  CCW's new
note issuance is still expected to be guaranteed on a senior
unsecured basis by CCO, Clear Channel Outdoor, Inc. and all
current and future domestic restricted subsidiaries.  "The offset
of the "due from" CCU balance against the intercompany note is
viewed positively as it eliminates the risk in any future CCU
default scenario that this receivable would not be collected given
its lower priority ranking as compared to CCU's large secured debt
balance," Begley also stated.

Despite the revised capital structure, Moody's does not anticipate
any material change to the company's credit metrics.  Please see
Moody's December 14, 2009 press release and credit opinion for
more details.

Moody's has taken these rating actions:

Issuer -- Clear Channel Worldwide Holdings, Inc.

* Corporate Family Rating -- affirmed B2

* Probability of Default Rating -- affirmed B1

* Senior Unsecured Notes due 2017 -- downgraded to B2 (LGD 4, 67%)
  from B1 (LGD 3, 42%)

* Speculative grade liquidity rating -- affirmed SGL-2

The rating outlook remains stable.

CCW's last rating action was on December 14, 2009, when Moody's
assigned a B2 Corporate Family Rating and B1 Probability-of-
Default Rating.

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

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


COOPER-STANDARD: Cooper Tire Asks CA to Dismiss Appeal
------------------------------------------------------
Cooper Tire & Rubber Company asks the Ontario Court of Appeals to
dismiss the appeal filed by Cooper-Standard Automotive Canada
Ltd.

CSA Canada earlier appealed before the CA from the order of the
Ontario Superior Court of Justice to segregate all tax refunds
that the company received after September 29, 2009, pending
further order.  It complained that the Canadian Court ordered a
so-called "mareva injunction" on the tax refunds although it was
not sought by Cooper Tire and no one took an action against CSA
Canada to seek that ruling.

Monica Creery, Esq., at Goodmans LLP, in Toronto, Ontario, says
the appeal "is not prima facie meritorious."

"It is well established that the [Companies' Creditors
Arrangement Act], allows the court to make all orders necessary
to maintain the status quo pending development and approval of a
plan of arrangement," Ms. Creery says in court papers.

Ms. Creery points out that the purpose of the Canadian Court's
order was to avoid competing claims by the lenders and other
creditors which could result from the commingling of funds.  "The
purpose of his order was to prevent such a disruption of the
status quo from occurring," she says.

Ms. Creery further says that the point raised in the appeal "is
of no significance to the action," adding that the funds are not
required for the day to day operations of CSA Canada and were not
taken into account in its cash flow projections.

"The stay of proceedings having been lifted with respect to this
matter, the ultimate issue, whether Cooper Tire is entitled to
the tax refunds and interest, will be determined in the U.S.
Bankruptcy Court, and application may be made to the CCAA judge
to enforce in Canada any orders made in the U.S. Bankruptcy Court
proceeding," Ms. Creery further says.

Cooper Tire asserts ownership of about $60 million in tax
refunds, which CS Canada received from the Canada Revenue Agency.
It also seeks to recover $42.5 million in additional tax refunds
yet to be received.

                       About Cooper-Standard

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

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

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

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

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


COOPER-STANDARD: CSA Canada Wants 3-Month Extension of CCAA Stay
----------------------------------------------------------------
Cooper-Standard Automotive Canada Ltd. asks the Ontario Superior
Court of Justice to approve a three-month extension of the stay
of proceedings.

The extension gives CSA Canada until March 31, 2010, to formulate
and negotiate a plan of arrangement or compromise in coordination
with Cooper-Standard Holdings Inc. and other U.S.-based
affiliates, which are also under restructuring.

"[CSA Canada] currently expects that it will not be possible to
implement such a coordinated restructuring until at least March
2010," Robin Schwill, Esq., at Davies Ward Phillips & Vineberg
LLP, in Toronto, Ontario, says in court papers.

CSA Canada sought creditor protection under the Companies'
Creditors Arrangement Act on August 4, 2009, a day after its U.S.
affiliates filed Chapter 11 petitions in the U.S. Bankruptcy
Court for the District of Delaware.  Upon its bankruptcy filing,
CSA Canada obtained an order from the Ontario Superior Court of
Justice, prohibiting creditors from taking legal actions against
the company and its properties.

                       About Cooper-Standard

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

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

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

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

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


COOPER-STANDARD: Terms of Proposed $200MM Replacement Facility
--------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors seek the
court's approval to enter into a replacement credit agreement
with Deutsche Bank Trust Company Americas that would allow them
to obtain as much as $200 million.

The Debtors made the move to refinance the loans they availed
under a debtor-in-possession credit agreement dated August 5,
2009, they hammered out with a group of lenders led by Deutsche
Bank.

Of the $200 million in replacement postpetition facility,
$175 million in initial loan will be made available to Cooper-
Standard Automotive Inc. and its two foreign units, Cooper-
Standard Automotive Canada Ltd. and METZELER Automotive Profile
Systems GmbH.  The borrowers may also access an additional
$25 million standby uncommitted single draw term loan facility
from the lenders.

CSA Canada, the Debtors' unit which is under insolvency
proceeding in Canada, also filed a motion in the Ontario Superior
Court of Justice to approve the replacement DIP facility.

             Terms of the Replacement DIP Facility

Borrowers    Cooper-Standard Automotive Inc., Cooper-Standard
             Automotive Canada Ltd. and METZELER Automotive
             Profile Systems GmbH

Facility     A superpriority priming single draw term loan
             facility in the sum of $175 million, of which
             $75 million will be borrowed by CS Automotive,
             $50 million by CSA Canada and $50 million by
             METZELER; and a standby uncommitted single draw
             term loan facility in the sum of $25 million.

Use of       The proceeds of the $175 million loan will be used,
Proceeds     upon entry of a final order, to refinance the loans
             under the August 5 credit agreement.  The proceeds
             of the $25 million, if any, would be used for
             payment of transaction costs, fees and expenses
             with respect to the standby loan, for working
             capital and other general corporate purposes, and
             payment of administration costs of the bankruptcy
             cases of CSHI and its affiliated debtors and the
             insolvency case of CSA Canada.

Borrowing    Upon entry of a final order, the borrowers, in the
             aggregate, shall draw not less than $175 million
             under the replacement DIP facility.

Maturity     The maturity date of the $200 million loan will be
             the earliest of (i) August 4, 2010, (ii) the
             effective date of a Chapter 11 plan or CCAA plan of
             compromise or arrangement, and (iii) the
             acceleration or the termination of the loan other
             than as a result of the borrowings on the closing
             date, which is the date the full amount of the loan
             is made available.

Full-text copies of the term sheet and the replacement credit
agreement are available for free at:

  http://bankrupt.com/misc/Cooper_ReplacementDIPFacility.pdf
  http://bankrupt.com/misc/Cooper_CreditAgreementDec18.pdf

CSHI's attorney, Drew Sloan, Esq., at Richards Layton & Finger
P.A., in Wilmington, Delaware, says the replacement credit
agreement is on substantially the same terms as the August 5
credit agreement only that there are modifications "to improve
the economic terms to the Debtors."

The key modified terms of the replacement DIP facility are:

  (1) The interest rate under the replacement DIP facility will
      be in the range of no more than LIBOR plus 6.00% to 7.00%,
      whereas the interest rate under the existing DIP facility
      pursuant to the August 5 credit agreement is LIBOR plus
      9.50%.

  (2) The replacement DIP facility will have a LlBOR floor of
      2.00% to 2.50%, whereas the existing DIP facility has a
      LlBOR floor of 3%.

  (3) The replacement DIP facility will allow for prepayment in
      whole or in part without penalty, whereas the existing DIP
      facility only allows for prepayment in whole without
      penalty.

  (4) The Debtors will pay an arranger fee of $500,000 to the
      arranger of the replacement DIP facility.

  (5) The replacement DIP facility will provide for the fees and
      expenses of the arranger.

Allen Campbell, vice-president and chief financial officer of
CSHI, says in a declaration filed in the Bankruptcy Court that
the interim approval is necessary to lock-in the replacement DIP
lenders' commitments to fund the replacement DIP facility
subsequent to the final approval.

"Given the current economic climate and the ongoing strains in
the credit and financing markets, if the Debtors do not secure
such commitments immediately, there is a risk that they may not
be able to do so at such favorable pricing in the future," Mr.
Campbell says.

No borrowings will occur or liens will be granted until final
approval of the replacement DIP facility, however.

The Debtors ask the Bankruptcy Court to schedule a hearing to
consider final approval of the replacement DIP facility and other
requests including repayment of their existing secured
postpetition financing, continued use of cash collateral and
providing adequate protection to their pre-bankrupty secured
lenders.

The Official Committee of Unsecured Creditors has expressed
support for the Debtors' move to obtain "more favorable pricing
and terms than the existing DIP facility."  It complains,
however, that it was not given the opportunity to review and
analyze the replacement credit agreement.

RSM Richter Inc., the firm appointed by the Canadian Court to
monitor CSA Canada's assets, also supports the approval of the
replacement DIP facility, saying the financing provides
protection should the restructuring proceedings be extended for a
prolonged period.

The Bankruptcy Court will hold a hearing on December 18, 2009, at
10:00 a.m. (Eastern Time), to consider interim approval of the
replacement DIP facility.

                         *     *     *

CSHI's $175 million bankruptcy loan, sold to investors at par,
climbed to 100.75 cents on the dollar on its first day of
trading, according to a December 17 report by Bloomberg.

Deutsche Bank AG arranged the loan, which refinances an existing
DIP facility that CSHI is using to fund operations during a
restructuring.  The new loan has an interest rate that is 6
percentage points more than the London interbank offered rate,
with a 2 percent Libor floor, Bloomberg reported, citing a person
familiar with the matter as its source.

                       About Cooper-Standard

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

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

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

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

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


CRUCIBLE MATERIALS: Sells Service Facilities to SBI for $13.2 Mil.
------------------------------------------------------------------
Maria Guzzo at AMM.com reports that Crucible Materials Corp. sold
its remaining service center facilities to Dallas-based trading
firm SBI Trading Co. $13.2 million.

Based in Syracuse, New York, Crucible Materials Corporation -- aka
Crucible Specialty Metals, Crucible Service Centers, Crucible
Compaction Metals, Crucible Research and Trent Tube -- makes
stainless and alloy steel for use in the aircraft, automotive,
petrochemical, and other industries.  The Company was employee-
owned prior to its bankruptcy filing.  Its Web site is
http://www.crucible.com/

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors engaged Duff & Phelps Securities LLP as investment banker;
RAS Management Advisors LLC as business advisor; and Epiq
Bankruptcy Solutions LLC as claims agent.  Roberta A. DeAngelis,
United States Trustee for Region 3, appointed five creditors to
serve on the Official Committee of Unsecured Creditors.  The
Debtors listed assets and debts both ranging from $100 million to
$500 million.


CW MEDIA: S&P Keeps 'B-' Long-Term Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings,
including its 'B-' long-term corporate credit rating, on Toronto-
based CW Media Holdings Inc. on CreditWatch with negative
implications.  The ratings were placed on CreditWatch June 23,
2009.

"We are keeping the ratings on CreditWatch because of the
uncertainty surrounding parent company Canwest Media Inc.'s lender
negotiations regarding its bankruptcy filing on Oct. 6, 2009, and
the potential impact this will have on CW Media Holdings," said
Standard & Poor's credit analyst Lori Harris.

The ratings on CW Media Holdings reflect S&P's view of the
uncertainty surrounding parent company Canwest Media's (D/--/--)
lender negotiations, as well as what Standard & Poor's views as
the company's highly leveraged financial risk profile with
adjusted debt to EBITDA of 5.1x for fiscal 2009 ended Aug. 31.  In
S&P's opinion, these factors are only slightly offset by CW Media
Holdings' solid business position in specialty television
broadcasting.

The company has a controlling interest in and operates 13
English-language Canadian specialty TV channels (including
Showcase, History, HGTV, and Slice); it also has a 50% interest in
two Canadian French-language channels (Series+ and Historia), and
a minority interest in two other English-language channels (Dusk
and One).  CW Media Holdings is a wholly owned subsidiary of CW
Investments Co., with Canwest Media having 35% economic ownership
of CWI (67% voting interest) and GS Capital Partners VI LP, a
private equity affiliate of Goldman, Sachs & Co., owning the
remainder.

CW Media Holdings' reported revenue and EBITDA increased 4.5% and
35.3%, respectively, in fiscal 2009 (ended Aug. 31), compared with
pro forma fiscal 2008.  The better performance was due to
continued growth in subscriber revenue and, to a lesser extent,
advertising revenue, as well as significant cost savings, largely
from a reduction in direct operating costs and the workforce, as
well as other synergies.  Advertising revenue rose 2.3% in the
year, which is down from growth in the low double-digit area in
the past several years.  S&P expects advertising revenue at CW
Media Holdings to remain pressured in the near term given the
significant drop in industry advertising revenue, resulting from
the challenging economic environment.

Standard & Poor's will keep the ratings on CW Media Holdings on
CreditWatch until S&P has more clarity on the potential impact on
the company of parent Canwest Media's bankruptcy filing.  S&P
could consider lowering the ratings if CW Media Holdings is
negatively affected by events related to Canwest Media.
Alternatively, S&P could remove the ratings from CreditWatch if
Canwest Media successfully completes a capital restructuring that
does not negatively affect CW Media Holdings.


DAE HAN INC: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dae Han, Inc.
          dba Sushiya
        1004 North ampton
        Kalamazoo, MI 49006

Bankruptcy Case No.: 09-14391

Chapter 11 Petition Date: December 8, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Debtor's Counsel: James Shek, Esq.
                  Cornell Dalzell Fette Ramey & Shek
                  117 West Cedar Street
                  Kalamazoo, MI 49007
                  Tel: (269) 381-4950
                  Email: rain.smith@yahoo.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 14 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/miwb09-14391.pdf

The petition was signed by Changsoon Ko, president of the company.


DIRECT GENERAL: A.M. Best Affirms FSR of 'B'
--------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
B (Fair) and issuer credit ratings (ICR) of "bb+" of Direct
General Corporation's (Direct General) lead operating company,
Direct General Insurance Company (DGIC) (Indianapolis, IN) and its
wholly-owned subsidiary, Direct General Insurance Company of
Mississippi (Jackson, MS), as well as its affiliate, Direct
Insurance Company (Nashville, TN).  Concurrently, A.M. Best has
affirmed the FSRs of B (Fair) and upgraded the ICRs to "bb+" from
"bb" of Direct General's remaining property/casualty affiliates,
Direct General Insurance Company of Louisiana (Baton Rouge, LA)
and Direct National Insurance Company (Little Rock, AR).  The
outlook for all ratings is stable.

The rating affirmations are reflective of Direct General's
elevated underwriting leverage and limited business profile.
These negative rating factors are partially offset by its adequate
risk-adjusted capitalization, low cost operations and established
position in the non-standard automobile marketplace.

The ICR upgrades of Direct General Insurance Company of Louisiana
and Direct National Insurance Company reflect rating enhancement
due to their strategic importance to Direct General's overall
business strategy and profile.  A.M. Best acknowledges that these
companies are fully integrated into the organization's strategic
plan and operate under the same management, business profile,
technology and investment platform.

Additionally, A.M. Best has affirmed the FSR of B (Fair) and ICR
of "bb+" of Direct General Life Insurance Company (DGLIC) (Aiken,
SC).  The outlook for both ratings is stable.

The ratings of DGLIC recognize its mono-line term life insurance
product offering, dependence on the property/casualty agent force
to sell life insurance and dividend service requirements from
Direct General.  Offsetting these factors is the adequate level of
capitalization and positive trends in premium growth and operating
earnings within DGLIC.

In addition, A.M. Best has withdrawn the FSR of B (Fair) and ICR
of "bb+" of Direct Life Insurance Company (Direct Life) (Griffin,
GA) and assigned an NR-3 (Rating Procedure Inapplicable) to the
FSR and an "nr" to the ICR.  These withdrawals are based on Direct
Life having no active business issued, and its remaining policies
in force will run off by year-end 2009.


DUBAI WORLD: May Pay Interest Pending Standstill Agreement
----------------------------------------------------------
Dow Jones Newswires' Mirna Sleiman reports Dubai World on Monday
met with bankers representing more than 90 lenders at the Dubai
World Trade Center's Sheik Maktoum conference hall for an initial
presentation from its restructuring team.  Dubai World is seeking
to restructure about $22 billion of debt.

Dow Jones reports that a Dubai World spokesman said the company
will make interest payments on its debts until a standstill can be
agreed with creditors. "Dubai World will keep on servicing its
debt," the spokesman said. "No official standstill agreement was
presented today. This is the official first meeting between Dubai
World and lenders."

"This is a long process that will take long time," said the
spokesman for Dubai World after a presentation given to banks in
Dubai, according to Dow Jones.

Dow Jones relates bankers attending the meeting were divided over
whether creditors would accept a payoff on reduced terms, or agree
to refinance Dubai World's obligations for an extended period.  "I
can guarantee there will not be haircuts," said one local banker
attending the meetings, Dow Jones notes.

Dow Jones says banks are now expected to form into a creditors
committee head by a club of senior lenders including HSBC Holding
PLC, Lloyds Banking Group PLC, Royal Bank of Scotland Group PLC
and Standard Chartered PLC.

Dow Jones says earlier Monday, the U.A.E.'s economy minister
Sultan Mansouri said Dubai could receive more financial support
from the country's federal government in 2010.  "The way we see
it, this is one economy," Mr. Mansouri in Abu Dhabi.

As reported by the Troubled Company Reporter on December 15, 2009,
the government of Abu Dhabi would provide $10 billion to Dubai
World.  The funding brings Abu Dhabi's direct and indirect support
for Dubai to $25 billion so far.

Meanwhile, Dania Saadi at The Wall Street Journal reports Dubai-
based Kleindienst Group said Monday it plans to move ahead with
the Heart of Europe project, but needs to raise 70% of the cost of
development.  According to the Journal, Josef Kleindienst, the
company's chief executive, said funding is needed from 2012
onwards to complete the project.  Mr. Kleindienst, the Journal
relates, said he was forging ahead, even as Nakheel's parent
company, Dubai World, failed on Monday to reach an agreement with
its creditors to restructure about $22 billion of debt.

The Journal explains the "Heart of Europe" islands would be part
of what is known as the World project, a follow-up to Dubai
property developer Nakheel's nearby palm island, another
reclamation and real-estate project that was completed in 2007,
becoming the world's largest man-made island.  If completed, the
World would involve the reclamation of an archipelago of 300
islands, a mini-replica of the Earth's major land masses.

                         6-Month Standstill

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

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

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

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

                          Large Exposure

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

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

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

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

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

                        About Dubai World

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

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


ENABLE HOLDINGS: Net Loss Down to $2.36-Mil. in Q3 2009
-------------------------------------------------------
Enable Holdings, Inc. reported a net loss of $2,366,000 on net
revenues of $7,441,000 for the three months ended September 30,
2009, compared with a net loss of $4,685,000 on net revenues of
$8,917,000 for the same period of 2008.

The Company reported a net loss of $8,059,000 on net revenues of
$15,514,000 for the nine months ended September 30, 2009, compared
with a net loss of $10,047,000 on net revenues of $24,484,000 for
the same period last year.

Net loss for the nine months ended September 30, 2009, decreased
primarily due to cost reductions, as gross profit remained
relatively constant.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheet
showed $5,724,000 in total assets and $13,071,000 in total
liabilities, resulting in a $7,347,000 total shareholders'
deficit.

The Company's consolidated balance sheet also showed strained
liquidity with $3,159,000 in total current assets available to pay
$12,173,000 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?4c05

                       Going Concern Doubt

As of September 30, 2009 the Company had accumulated a deficit of
approximately $53,731,000.  The Company has incurred losses in the
last 11 years, significantly so in the last two years,
attributable to operations and the change in the business model.
The Company has managed its liquidity during this time through a
series of cost reduction initiatives and short-term financing
transactions.  However, the current credit market remains volatile
which affects the Company's ability to raise long-term capital
financing and inventory financing needed in its business.

The Company believes the above factors raise substantial doubt as
to its ability to continue as a going concern.

                      About Enable Holdings

Based in Itasca, Ill., Enable Holdings, Inc. (ENAB.OB) --
http://www.enableholdings.com/-- operates  online websites
located at http://www.uBid.com/and http://www.RedTag.com/ The
two websites offer excess, new, overstock, close-out, recertified
and limited supply brand name merchandise to both consumers and
businesses using auction style and fixed price formats.  The
Company's online properties offer brand-name merchandise from over
200 product categories including but not limited to, computer
products, consumer electronics, apparel, housewares, watches,
jewelry, travel, sporting goods, automobiles, home improvement
products and collectibles.


ERICKSON RETIREMENT: Won't Have Patient-Care Ombudsman
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
declined to order the appointment of a mandatory patient-care
ombudsman for Erickson Retirement Communities LLC.  Instead of an
ombudsman, Erickson will file comprehensive reports with the court
and regulators.

Erickson Retirement Communities LLC and its units currently manage
and have varying interests in 20 continuing care retirement
communities in 11 states.   The United States Trustee for Region 6
noted that the definition of "health care business" under Section
101(27)(A) of the Bankruptcy Code is sufficiently broad to
determine whether the Debtors' operations falls within the
definition of "health care business."

The Debtors, however, countered that the appointment of a patient
care ombudsman in their 11 cases is necessary.  The Debtors note
that (1) their business is not a traditional healthcare business
within the meaning of Section 333(a)(1) of the Bankruptcy Code;
(2) they do not operate the communities but manage them through
management contracts with independent not-for-profit
organizations, which are the licensed healthcare operators of the
communities; and (3) only three of the facilities relevant to the
Debtors' Chapter 11 cases -- Ann's Choice, Inc., Fox Run, Inc. and
Maris Grove, Inc. -- offer healthcare services to residents, and
only 10% of the total residents at the Debtors' facilities receive
healthcare services.

                      About Erickson Retirement

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

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

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

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


EVERGREEN ENERGY: Enters Into Agreement to Restructure Sr. Notes
----------------------------------------------------------------
Evergreen Energy Inc. entered into a binding term sheet subject to
definitive documentation to restructure and extend the terms of
its March 20, 2009 Note Purchase Agreement with its lenders
extending its maturity to the earlier of June 30, 2010, or upon
the sale of Buckeye Industrial Mining Co.  As part of the
restructuring, the stated principal amount of the Notes has been
increased by $2.25 million, bringing the aggregate principal
amount of Notes to $17.25 million.  Interest shall be due and
payable at maturity of the Notes and the rate remains 10% per
annum.

"The restructuring and extension of the terms of these notes
enables Evergreen to remain focused on our efforts to
commercialize GreenCert(TM), remarket Buckeye and proceed with the
intent to spin off K-Fuel(R)," said Thomas H. Stoner, Jr., CEO of
Evergreen.  "We continue to evaluate opportunities to sell Buckeye
at the most advantageous terms to the company and its
shareholders.  To this end, and as announced last month, we have
retained Raymond James to assist us in this remarketing effort.
We are also focused on the spin off of our K-Fuel operations."

Under the restructured terms, Evergreen will use its best efforts
to issue additional common equity on or before January 31, 2010,
and enter into a binding agreement for the sale of Buckeye on or
before March 31, 2010.  Failure of either of these deadlines is an
event of default.

Additional detail on the terms of the restructuring and extension
can be found in the Form 8-K the company filed December 18 with
the SEC.

                   About Evergreen Energy Inc.

Evergreen Energy Inc. (NYSE Arca: EEE) --
http://www.evgenergy.com/-- has developed two proven,
proprietary, patented, and transformative green technologies: the
GreenCert(TM) suite of software and services and K-Fuel(R).
GreenCert, which is owned exclusively by Evergreen, is a
scientifically accurate, scalable environment intelligence
solution that measures greenhouse gases and generates verifiable
emissions credits.  K-Fuel technology significantly improves the
performance of low-rank coals yielding higher efficiency and
lowering emissions.


FAIRFIELD RESIDENTIAL: Files Ch 11 Plan; Trust, Newco to be Formed
------------------------------------------------------------------
Fairfield Residential, et al., have filed its reorganization plan
in the U.S. Bankruptcy Court for the District of Delaware.

Under the Plan, an initial liquidating trustee will be selected by
creditors.

The Liquidating Trustee will pay holders of administrative claims
and priority tax claims in cash, in full, within 20 days after the
effective date of the Plan.

Holders of unsecured claims of Capmark Finance under the credit
agreement dated December 27, 2005 -- classified under Class 2.A --
and unsecured claims owed to Fairfield Residential LLC --
classified under Class 2.B -- will split available cash allocated
for these creditors.

Holders of unsecured claims against Fairview Homes, Inc., Fairview
L.P., Fairview WA and Fairview CA -- under class 2.C, 2.D., 2.E,
and 2.F, respectively -- will receive a pro rata distribution in
cash of the proceeds received from the liquidation of the Debtors.

In full and final satisfaction of Wachovia Finance Co.'s Allowed
Class 3 Claim, Wachovia will be entitled to (A) a recovery on its
Claim through, at its option, (i) a sale of the Wachovia Real
Estate to a third-party or (ii) the retention of the Wachovia Real
Estate; and (B) an Allowed General Unsecured Claim in Class 2B in
the amount of the difference between the outstanding balance under
the Wachovia Facility on the Petition Date and the value (as
determined by the Bankruptcy Court or as otherwise mutually agreed
between the Debtors and Wachovia, as may be reasonably acceptable
to the Committee and the Capmark Lenders) of the collateral
securing the Wachovia Facility.

The Liquidating Trustee will distribute to each Holder of allowed
convenience claims under Class 4 will receive cash equal to 100%
of the face amount thereof up to a maximum of $1,000 total payout
in full and final satisfaction of the Claim.

Intercompany Claims in Class 5 will be settled and forever
discharged.

On the Effective Date, interests in any of the Debtors will be
deemed canceled, null and void, and of no force and effect, and
holders of interest related claims in Class 6 will receive no
distributions.

The Fairfield Trust will be formed and established as a Delaware
common law trust for the sole purpose of liquidating the Estates
(other than FF Properties) and making distributions to holders of
allowed claims and interests, in accordance with the Plan and
Treasury Regulation, with no objective to continue or engage in
the conduct of a trade or business.  Subject to definitive
guidance from the IRS, all parties will treat the Fairfield Trust
as a liquidating trust for all federal income tax purposes.

Newco will be formed as a new entity, which will hold, directly or
indirectly, all of the equity interests of Reorganized FF
Properties.  Reorganized Fairfield will retain the Reorganized
Fairfield Assets and will assume certain executory contracts and
operating liabilities of FF Properties and its affiliates
associated with the employees of the Debtors.  Newco will be
structured for administrative and tax efficiency consistent with
its two primary businesses: (i) providing management and other
services and (ii) investing as a general partner in new projects.

A copy of the Plan is available for free at:

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

The Debtors seek the Court's approval to file the Plan without an
accompanying disclosure statement, and to fix December 28, 2009,
as the deadline for the filing of the disclosure statement.

The Debtors want to provide the finalized Plan to their various
creditors constituencies as quickly as possible.  The Debtors say
that by providing the creditors with the Plan well in advance of
any voting deadlines, the Debtors are in effect generously
expanding the notice periods typically required.  The Debtors
believe that the expansion will provide their creditors with
additional time to fully vet the Plan.

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.


FAIRFIELD RESIDENTIAL: Taps Paul Hastings as Bankruptcy Counsel
---------------------------------------------------------------
Fairfield Residential LLC, et al., have sought authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Paul, Hastings, Janofsky & Walker LLP as bankruptcy counsel, nunc
pro tunc to the petition date.

Paul Hastings will, among other things:

     (a) prepare on behalf of the Debtors necessary and
         appropriate applications, motions, proposed orders,
         pleadings, notices, schedules and other documents, and
         reviewing financial and other reports to be filed;

     (b) advise the Debtors with respect to, and assisting in the
         negotiation and documentation of, financing agreements
         and related transactions;

     (c) advise the Debtors in the formulation, negotiation and
         promulgation of a plan or plans of reorganization, and
         related transactional documents; and

     (d) assist the Debtors in reviewing, estimating and resolving
         claims asserted against the Debtors' estates.

Richard A. Chesley, a member at Paul Hastings, says that the firm
will be paid based on the hourly rates of its professionals:

     Richard A. Chesley, Partner, Chicago            $895
     Kimberly J. Newmarch, Associate, Chicago        $645
     Stephenie S. Park, Associate, Chicago           $425
     Daniel M. Simon, Associate, Chicago             $425
     Sarah E. Tybor, Paralegal, Chicago              $300

Mr. Chesley assures the Court that Paul Hastings is
"disinterested" 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.


FAIRFIELD RESIDENTIAL: Wants Richards Layton as Delaware Counsel
----------------------------------------------------------------
Fairfield Residential LLC, et al., have asked for permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Richards, Layton & Finger, P.A., as Delaware counsel, nunc pro
tunc to the Petition Date.

RL&F will, among other things:

     (a) prepare petitions, motions, applications, orders, reports
         and papers necessary or desirable to commence the Chapter
         11 cases;

     (b) take action to protect and preserve the Debtors' estates,
         including the prosecution of actions on the Debtors'
         behalf, the defense of actions commenced against the
         Debtors in the Chapter 11 cases, negotiation of disputes
         in which the Debtors are involved, and the preparation of
         objections to claims filed against the Debtors;

     (c) prepare the Debtors' plan of reorganization and
         disclosure statement and any related documents and
         pleadings necessary to solicit votes on the Debtors'
         plan; and

     (d) prosecute on behalf of the Debtors the proposed plan of
         reorganization and seek approval of all transactions
         contemplated.

Daniel J. DeFranceschi, a director of RL&F, says that the firm
will be paid based on the hourly rates of its professionals:

            Daniel J. DeFranceschi           $600
            Paul N. Heath                    $525
            Lee E. Kaufman                   $275
            Travis A. McRoberts              $230
            Ann Jerominski                   $195

Mr. DeFranceschi assures the Court that RL&F is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

By separate application, the Debtors are seeking to employ and
retain Paul, Hastings, Janofsky & Walker LLP as co-counsel.  Paul
Hastings and RL&F have discussed a division of responsibilities
regarding representation of the Debtors and will make every effort
to avoid and/or minimize duplication of services.

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.


FAIRFIELD RESIDENTIAL: Wants Procopio Cory as Special Counsel
-------------------------------------------------------------
Fairfield Residential LLC, et al., have asked for permission from
the U.S. Bankruptcy Court for the District of Delaware to hire
Procopio, Cory, Hargreaves & Savitch LLP as special corporate
counsel, nunc pro tunc to the Petition Date.

Procopio Cory will, among other things:

   (a) advise and assist the Debtors with respect to the Debtors
       or their affiliates' corporate matters to the extent
       consistent with past practices;

   (b) advise and assist the Debtors with respect to tax and
       operating aspects of entities that were designed as profit
       or investment plans for certain executives and employees of
       the Debtors; and

   (c) advise and assist the Debtors with respect to the Debtors
       and their affiliates' duties, both from a legal as well as
       a contractual standpoint, as managers and/or as general
       partners of real estate operating companies, including
       without limitation, with respect to operating agreements
       and third party construction, development, management
       and/or financing contracts.

Craig P. Sapin, a member at Procopio Cory, says that the firm will
be paid based on the hourly rates of its professionals:

          Craig A. Sapin, Partner               $540
          Raymond G. Wright, Partner            $490
          Sarah K. Rosen, Partner               $440
          Robert J. Brown, Partner              $425
          Jay D'Elia, Senior Counsel            $425
          Kelly M. Bethea, Paralegal            $200

Mr. Sapin assures the Court that Procopio Cory is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The Debtors have chose Paul, Hastings, Janofsky & Walker LLP as
their general reorganization and bankruptcy counsel.  Paul
Hastings and Procopio Cory have advised the Debtors that they will
make every effort to minimize duplication of their work, with Paul
Hastings being chiefly responsible for providing general
bankruptcy and reorganization advice to the Debtors, and Procopio
Cory focusing on general corporate and related matters.

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.


FAIRVUE CLUB: Counters American Security's $3.48 Mil. Suit
----------------------------------------------------------
The Tennessean's Eric Miller reports that Fairvue Plantation filed
a $5 million countersuit in response to the lawsuit sought by
American Security and Trust to recover about $3.48 million loan.
American Security's suit alleges that the Company defaulted on $40
in loans from five other banks including Bank of Nashville, Wilson
Bank & Trust, Silverton Bank, and Volunteer State Bank.  American
Security requested the appointment of a receiver to manage the
expenses of the company.

Gallatin, Tennessee-based Fairvue Club Properties, LLC, filed for
Chapter 11 bankruptcy protection on December 1, 2009 (Bankr. M.D.
Tenn. Case No. 09-13807).  William L. Norton, III, Esq., at
Bradley Arant Boult Cummings LLP 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.


FAYETTEVILLE MARKETFAIR: Sec. 341 Creditors Meeting on Jan. 25
--------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of
Fayetteville Marketfair Investors, LLC's creditors on January 25,
2010, at 10:00 a.m. at USBA Creditors Meeting Room, 1760 B
Parkwood Blvd., Wilson, NC 27893.

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.

Miami, Florida-based Fayetteville Marketfair Investors, LLC, filed
for Chapter 11 bankruptcy protection on December 14, 2009 (Bankr.
E.D. N.C. Case No. 09-10859).  William P. Janvier, Esq., at
Everett Gaskins Hancock & Stevens, LLP, 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.


FINAL ANALYSIS: Wants Case Converted to Chapter 7 Liquidation
-------------------------------------------------------------
Final Analysis Communication Services, Inc., asks the U.S.
Bankruptcy Court for the District of Maryland to convert its
Chapter 11 case to case under Chapter 7.

The Debtor relates that the estate is administratively insolvent
and it is unlikely that it can confirm a plan of reorganization.

Lanham, Maryland-based Final Analysis Communication Services Inc.
filed a voluntary Chapter 11 petition on Dec. 29, 2006 (Bankr. D.
Md. Case No. 06-18520).  Edward J. Tolchin, Esq., at Fettmann,
Tolchin & Majors PC; J. Daniel Vorsteg, Esq., Martin T. Fletcher,
Esq., Cameron J. Macdonald, Esq., Chengzhi Yu, Esq., and Stephen
B. Gerald, Esq., at Whiteford, Taylor & Preston, LLP, represent
the Debtor as counsel.  No official committee of unsecured
creditors has been appointed in the case.  When it filed for
bankruptcy, the Debtor estimated its assets at more than
$100 million and debts at $1 million to $100 million.


FINLAY ENTERPRISES: Court Extends Ch. 11 Plan Filing Until April 2
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Finlay Enterprises, Inc., and its debtor-affiliates'
exclusive periods to file a Chapter 11 plan and to solicit
acceptances of that plan until to April 2, 2010, and June 1, 2010,
respectively.

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008.  The number of locations at the end
of the second quarter ended August 1, 2009, totaled 182, including
67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S. D. N.Y. Case No. 09-14873).  Weil, Gotshal &
Manges LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the petition date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.

On September 25, 2009, the Bankruptcy Court appointed Gordon
Brothers Retail Partners, LLC, as agent for Finlay Enterprises and
its affiliates and subsidiaries to conduct "store closing" or
similar sales of merchandise located at all of the Company's
retail store locations and the Company's two distribution centers.
The transaction is expected to be completed by February 28, 2010.
Gordon Brothers bid 85.75 cents on the dollar for inventory valued
at an estimated $116 million for closings sales of 49 Finlay
stores.  Gordon had a prepetition contract to conduct store
closings sales for 55 other stores.


FINLAY ENTERPRISES: Sale of Substantially All Assets Approved
-------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York authorized Finlay Enterprises, Inc.,
and its debtor-affiliates to sell substantially all of their
assets.

The Debtors entered into an agency agreement with Gordon Brothers
Retail Partners, LLC, for the liquidation of substantially all of
the Debtors' merchandise at 49 of their 107 retail locations and
assumed a prepetition agreement with Gordon Brothers for the
liquidation of the merchandise located in the Debtors' 58 other
retail locations.  The sale was pursuant to Section 363 of the
Bankruptcy Code.

Gordon Retail's offer was subject to higher and better offers.

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008.  The number of locations at the end
of the second quarter ended August 1, 2009, totaled 182, including
67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S. D. N.Y. Case No. 09-14873).  Weil, Gotshal &
Manges LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the petition date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.

On September 25, 2009, the Bankruptcy Court appointed Gordon
Brothers Retail Partners, LLC, as agent for Finlay Enterprises and
its affiliates and subsidiaries to conduct "store closing" or
similar sales of merchandise located at all of the Company's
retail store locations and the Company's two distribution centers.
The transaction is expected to be completed by February 28, 2010.
Gordon Brothers bid 85.75 cents on the dollar for inventory valued
at an estimated $116 million for closings sales of 49 Finlay
stores.  Gordon had a prepetition contract to conduct store
closings sales for 55 other stores.


FIRST CHURCH OF THE NAZARENE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: First Church of the Nazarene Vista California
        1755 Thibodo Rd.
        Vista, CA 92081

Bankruptcy Case No.: 09-18332

Chapter 11 Petition Date: November 30, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Chief Judge Peter W. Bowie

Debtor's Counsel: Timothy McCandless, Esq.
                  15647 Village Dr.
                  Victorville, CA 92392
                  Tel: (760) 912-3837

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 Janice K. Iller.


FONTAINEBLEAU LAS VEGAS: Receives Final Approval on DIP Financing
-----------------------------------------------------------------
ABI reports that bankruptcy Judge A. Jay Cristol on Wednesday gave
final approval to Fontainebleau Las Vegas Holdings LLC's
$51.21 million debtor-in-possession loan.

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FRIAR TUCK: To Hand Deed to Bank If Sale Won't Push Through
-----------------------------------------------------------
Caterpillar Lawn Service Inc.'s attempt to buy the Friar Tuck Inn
in Catskill for $4.5 million fell through and the deed to it will
be handed over to Ulster Savings Bank if the property is not sold
by Jan. 10, 2010, according to Larry Rulison, business writer at
Times Union.  Ulster Savings holds a $3.4 million mortgage for the
property.  The bank has provided $625,000 in financing to keep
operations going.

Catskill, New York-based Friar Tuck Inn of the Catskills, Inc. and
affiliate Friar Tuck Resorts, Inc. filed for Chapter 11 bankruptcy
protection on May 31, 2009 (Bankr. N.D.N.Y. Case No. 09-11996 and
09-11997).  Its affiliate, Friar Tuck Resorts, Inc., also filed
for bankruptcy.  Sean C. Serpe, Esq., at Pelton Serpe LLP assists
Friar Tuck in its restructuring efforts.  Friar Tuck Inn listed
$17 million in assets and $4 million in debts.


GENERAL CABLE: Moody's Raises Ratings on Senior Notes to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service raised the ratings on the senior notes
of General Cable Corporation to Ba3 from B1 upon the completion of
an exchange offer that replaced senior unsecured notes with
convertible subordinated notes.  Moody's concurrently assigned a
B2 rating to the new subordinated convertible notes and affirmed
the Ba3 Corporate Family Rating, Ba3 Probability of Default Rating
and SGL-1 Speculative Grade Liquidity rating.  The rating outlook
remains stable.

GCC recently completed an exchange offer for its outstanding 1%
Senior Convertible Notes due 2012 (2012 Senior Notes).  The
company exchanged $925 principal amount of new Subordinated
Convertible Notes due 2029 (2029 Subordinated Notes) for each
$1,000 principal amount of 2012 Notes tendered.  Approximately
$464.4 million principal amount of the 2012 Senior Notes was
tendered and exchanged for approximately $429.5 principal amount
of 2029 Subordinated Notes.  As a result of the exchange, Moody's
raised the ratings on the existing senior unsecured notes of GCC
to Ba3 from B1 in accordance with Moody's Loss Given Default
rating methodology.  The exchange transaction added subordinated
indebtedness to the capital structure and created a layer of first
loss absorption for the senior notes in a default scenario.

The Ba3 Corporate Family Rating benefits from the company's
leading market positions in the highly cyclical wire and cable
industry, favorable longer term demand trends, broad geographic
diversity and very good liquidity.  The current economic downturn
has sharply weakened demand for GCC's products in many major end
markets and created a difficult pricing environment.  Despite a
sharp profitability decline in 2009, credit metrics position the
company adequately in the Ba3 rating category.

Moody's took these rating actions:

  -- Upgraded $11 million senior unsecured convertible notes due
     2012, to Ba3 (LGD 4, 53%) from B1 (LGD 4, 61%)

  -- Upgraded $355 million senior unsecured convertible notes due
     2013, Ba3 (LGD 4, 53%) from B1 (LGD 4, 61%)

  -- Upgraded $125 million senior unsecured floating rate notes
     due 2015, Ba3 (LGD 4, 53%) from B1 (LGD 4, 61%)

  -- Upgraded $200 million senior unsecured notes due 2017, Ba3
     (LGD 4, 53%) from B1 (LGD 4, 61%)

  -- Assigned $429.5 million subordinated convertible notes due
     2029, B2 (LGD 6, 92%)

  -- Affirmed Speculative Grade Liquidity Rating, SGL-1

  -- Affirmed Corporate Family Rating, Ba3

  -- Affirmed Probability of Default Rating, Ba3

The last rating action on GCC was on November 2, 2009, when
Moody's affirmed the Ba3 Corporate Family Rating of GCC and
assigned an SGL-1 speculative grade liquidity rating.

General Cable Corporation is a leading global developer and
manufacturer of copper, aluminum and fiber optic wire and cable
products.  For the twelve months ended October 2, 2009 (LTM
period), the company reported revenues of approximately
$4.5 billion.


GENERAL CABLE: S&P Corrects Press Release; Assigns 'B' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services has corrected a media release
it published earlier, saying that the company's new notes were
described incorrectly in the headline.

S&P said it assigned its 'B' issue-level and '6' recovery ratings
to Highland Heights, Kentucky-based General Cable Corp.'s
$429.5 million of subordinated convertible notes due 2029.  The
'6' recovery rating indicates S&P's expectation for negligible
(0%-10%) recovery in the event of a payment default.  At the same
time, S&P affirmed the 'BB-' corporate credit rating on General
Cable.  The outlook is stable.

These rating actions follow General Cable's recently completed
offer to exchange $925 principal amount of new subordinated
convertible notes due 2029 for $1,000 principal amount of its
outstanding 1% senior convertible notes due 2012.  General Cable
is a leading global supplier of wire and cable products.  The
company supplies a wide variety of wire and cable products to the
electrical grid, industrial, and specialty markets, and
communications markets.  Debt outstanding at Oct. 2, 2009, pro
forma for the exchange offer, totaled about $1.3 billion.

"The ratings on General Cable reflect the company's challenging
operating environment, characterized by weak demand, primarily in
the North American and certain European markets and cautious
capital spending by key customers," said Standard & Poor's credit
analyst Susan Madison.  Another factor is volatile raw material
pricing.  The company's leading position in a number of important
geographies around the world, especially in the energy
transmission and distribution market, its moderate financial
profile, and solid liquidity partially offset those factors.


GENERAL GROWTH: Board Declares $0.19 Per Share Dividend
-------------------------------------------------------
General Growth Properties, Inc., disclosed that the Bankruptcy
Court authorized the payment of a dividend to holders of GGP
common stock, and that its Board of Directors had declared a
common stock dividend of $0.19 per share, payable in combination
of cash and common stock.  The dividend is payable on January 28,
2010, to stockholders of record on December 28, 2009.  The cash
component of the dividend will not exceed 10% in the aggregate.

In accordance with Internal Revenue Service procedure,
stockholders may elect to receive payment of the dividend all in
cash or all in common stock.  To the extent that more than 10% of
cash is elected, the cash portion will be prorated.  Stockholders
who do not make an election will receive 100% in common stock.
The number of shares of common stock issued as a result of the
dividend will be calculated based on the volume weighted average
trading prices of GGP's common stock on January 20, 21 and 22,
2010.  GGP expects the dividend to be taxable to its stockholders,
without regard to whether a particular stockholder receives the
dividend in the form of cash or common stock.

An information letter and election form will be mailed to
stockholders of record promptly after December 28, 2009.  The
properly completed election form to receive cash or shares of
common stock must be received by GGP's transfer agent prior to
5:00 p.m. (EST) on January 22, 2010.  Registered stockholders with
questions regarding the dividend election may call BNY Mellon
Shareowner Services, GGP's transfer agent, at (201) 680-6578.

               About General Growth Properties

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

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

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


GENERAL GROWTH: Order Confirming 218 Debtors' Reorganization Plan
-----------------------------------------------------------------
Judge Allan L. Gropper of the United States Bankruptcy Court for
the Southern District of New York issued on December 15, 2009, an
order confirming the Joint Plan of Reorganization with respect to
218 debtor affiliates of General Growth Properties, Inc.

A list of the 218 Plan Debtors subject to the Confirmation Order
is available for free at:

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

Judge Gropper also approved, on a final basis, the accompanying
Disclosure Statement, as amended, provided holders of claims
entitled to vote on the Plan with adequate information to make an
informed decision as to whether to vote to accept or reject the
Plan in accordance with Section 1125(a)(1) of the Bankruptcy
Code.  Judge Gropper further held that the Amended Disclosure
Statement provides holders of claims, holders of interest and
other parties-in-interest with sufficient notice of the release,
exculpation and injunction provisions contained in the Plan, in
satisfaction of the requirements of Rule 3016(c) of the Federal
Rules of Bankruptcy Procedure.

With respect to the Plan, the Court held that the Plan satisfies
Section 1129 of the Bankruptcy Code:

  (1) The Plan complies with the applicable provisions of the
      Bankruptcy Code, thus, satisfying Section 1129(a).  In
      addition to Administrative Expense Claims, Priority Tax
      Claims, Priority Tax Claims, Secured Tax Claims and GGP
      Administrative Expense Claims, which need not be classified,
      the Plan designates seven Class of Claims and Interests.
      Valid business, factual and legal reasons exist for
      separately classifying the various Classes of Claims and
      Interests created under the Plan, and the Classes do not
      unfairly discriminate between holders of Claims and
      Interests.  Thus, the Plan satisfies Section 1122 and
      1123(a)(1) of the Bankruptcy Code.

  (2) The Plan Debtors have complied with Section 1129(a)(2).
      Specifically:

     (a) Each of the Plan Debtors is an eligible debtor under
         Section 109 of the Bankruptcy Code;

     (b) The Plan debtors have complied with applicable
         provisions of the Bankruptcy Code; and

     (c) The Plan Debtors have complied with the applicable
         provisions of the Bankruptcy Code, the Bankruptcy Rules
         and the Local Rules in transmitting the Plan,
         Disclosure Statement, the Ballots and related documents
         and notices and in soliciting and tabulating the votes
         on the Plan.

  (3) The Plan Debtors have proposed the Plan in good faith and
      not by any means forbidden by the law, thus satisfying
      Section 1129(a)(3).  The Plan was proposed with the
      legitimate and honest purpose of maximizing the value of the
      Plan Debtors' estates and to effectuate a successful
      reorganization of the Plan Debtors.  The Plan was the
      product of extensive negotiations conducted at arm's length
      among representatives of the Plan Debtors, the Official
      Committee of Unsecured Creditors, the Official Committee of
      Equity Security Holders, the DIP lenders, and the Secured
      Debt Holders, through the Special Servicers.  Furthermore,
      the Plan's classification, indemnification, exculpation,
      release and injunction provisions have been negotiated in
      good faith and at arm's length are consistent with Sections
      105, 1122, 1123(b)(6), 1129 and 1142, and are each necessary
      for the Plan Debtors' successful reorganization.

  (4) Any payment made or to be made by the Plan Debtors, or by a
      person issuing securities or acquiring property under the
      Plan, for services or for costs and expenses in connection
      with the Chapter 11 cases, or in connection with the Plan
      and incident to the Debtors' Chapter 11 cases, has been
      approved by, or is subject to the approval of, the Court as
      reasonable, thus, satisfying Section 1129(a)(4).

  (5) The Plan Debtors have complied with Section 1129(a)(5).  The
      identity and affiliations of each proposed initial director,
      officer, or voting trustee of the Plan Debtors will be those
      described in the Plan Supplement.  The directors and
      officers that are employees and insiders receive no
      additional compensation and receive certain indemnities.
      The appointment to, or continuance in the offices of these
      persons is consistent with the interests of holders of
      Claims and Interests and with public policy.

  (6) Section 1129(a)(6) is satisfied because the Plan does not
      provide for any rate changes over which a governmental
      regulatory commission has jurisdiction.

  (7) The Plan satisfies Section 1129(a)(7).  Based on the
      testimony and documentary evidence presented at the Joint
      Disclosure Statement and Confirmation Hearing, the Court
      finds that the holders of Claims and Interests in all
      Classes will receive at least as much under the Plan as they
      would have under a Chapter 7 liquidation.  Accordingly, the
      Plan satisfies the "best interest of creditors" test under
      Section 1129(a)(7).

  (8) Classes A, C, D, E, F, and G are unimpaired by the Plan and,
      thus, holders of Claims in these Classes are conclusively
      presumed to have accepted the Plan pursuant to Section
      1126(f) of the Bankruptcy Code.  Class B is impaired by the
      Plan.  The full amount of the Secured Debt Claims held by
      holders of claims in Class B have voted to accept the Plan
      in accordance with Section 1126(d).  To the extent the
      holder of an Interest would be deemed impaired as a result
      of any action taken in connection with the Plan, the holder
      of that Interest will be deemed classified in a separate
      class.  Furthermore, in light of that holder's consent to
      the filing of the Plan and approval of the treatment
      afforded to holders of Interests, that holder of Interests
      will be deemed to have consented to that treatment.

  (9) The treatment of Administrative Expense Claims, Priority Tax
      Claims, Secured Tax Claims, GGP Administrative Expense
      Claims and Priority Non-Tax Claims pursuant to the Plan
      satisfies the requirements of Section 1129(a)(9).

(10) Class B is the only Class of Claims impaired by the Plan.
      All holders of Claims in Class B have voted to accept the
      Plan in accordance with Section 1126(d).  Thus, the Plan
      satisfies Section 1129(a)(10) of the Bankruptcy Code.

(11) The evidence proffered or adduced at the Joint Disclosure
      Statement and Confirmation Hearing and set forth in
      supporting declarations (i) is persuasive and credible, (ii)
      has not been controverted by other evidence, and (iii)
      establishes that the Plan is feasible and that there is a
      reasonable prospect of the Plan Debtors being able to meet
      their financial obligations under the Plan and their
      businesses in the ordinary course, and that confirmation of
      the Plan is not likely to be followed by the liquidation or
      the need for further financial reorganization of the Plan
      Debtors, thus satisfying the requirements of Section
      1129(a)(11).

(12) All fees due and payable pursuant to Section 1930 of Chapter
      123 of Title 28 of the United States Code, as determined by
      the Court at the Confirmation Hearing in accordance with the
      Bankruptcy Code, will be paid on the Effective Date pursuant
      to the Plan by the Plan Debtors, thus satisfying the
      requirements of Section 1129(a)(12).

(13) The Plan provides that on and after the Effective Date, all
      benefit plans, if any, entered into or modified before or
      after the Petition Date and not since terminated, will be
      deemed to be, and will be treated as if they were, executory
      contracts that are assumed.  The Plan Debtors' obligations
      under these Benefit Plans will survive confirmation of the
      Plan, except for (a) executory contracts or Benefit Plans
      rejected pursuant to the Plan and (b) executory contracts or
      employee Benefit Plans that have previously been rejected,
      are the subject of a motion to reject pending as of the
      Confirmation Date or have been specifically waived by the
      beneficiaries of any employee Benefit Plan or contract.  The
      Plan Debtors will continue to comply with all Benefit Plans,
      if any, for the duration of the period for which the Plan
      Debtors had obligated themselves to provide these benefits
      and subject to the right of the Plan Debtors to modify or
      terminate these Benefit Plans.  Debtor Mayfair Mall, LLC
      formerly known as Mayfair Property, Inc.-sponsored
      Retirement Income Plan for Employees Represented by Local #1
      and non-Debtor General Growth Management, Inc.-sponsored
      Pension Plan for Employees of Victoria Ward, Ltd. will
      continue after the Effective Date in accordance with their
      terms.  The Plan Debtors will (i) satisfy the minimum
      funding standards prescribed by Sections 1082 and 412 of
      Employee Retirement Income Security Act, (ii) be liable for
      the payment of any Pension Benefit Guaranty Corporation
      premiums prescribed by Sections 1306 and 1307 of the ERISA,
      subject to any and all applicable rights and defenses of the
      Plan Debtors, and (iii) administer the Pension Plans in
      accordance with the provisions of ERISA and the Internal
      Revenue Code.

      Moreover, no claims or liabilities whatsoever against any
      entity with respect to the Pension Plans will be released or
      exculpated by the Plan, nor will the entry of the
      Confirmation Order constitute the approval of any release
      whatsoever against any Person with respect to the Pension
      Plans.

(14) The Plan Debtors are not required by a judicial or
      administrative order, or by statute, to pay a domestic
      support obligation.  Thus, Section 1129(a)(14) is
      inapplicable in the Debtors' Chapter 11 cases.

(15) The Plan Debtors are not individuals, and thus, Section
      1129(a)(15) in the Debtors' Chapter 11 cases.

(16) The Plan Debtors are each moneyed, business, or commercial
      corporations, and thus, Section 1129(a)(16) is inapplicable
      in the Debtors' Chapter 11 cases.

The Plan Debtors, the Creditors' Committee and the Equity
Committee, the DIP Lender, the Secured Debt Holders, and all of
their members are authorized to (i) consummate the Plan and the
agreements, settlements, transactions, transfers and
documentation contemplated and (ii) take any actions authorized
and directed by the Confirmation Order.

For purposes of the Confirmation Order, the Secured Debt Holders
will have the right to render the terms and conditions of the
Plan null and void in their sole discretion

  (i) at any time after December 31, 2009, if the Secured Debt
      Holders consummate the transactions contemplated by the
      Plan, or "Performance Condition," but the applicable Plan
      Debtors do not satisfy their Performance Conditions; and

(ii) at any time after January 31, 2010, if the Effective Date
      has not occurred.

The Plan Debtors will have the right to render the terms and
conditions of the Plan null and void in their sole discretion at
any time after January 31, 2010, if the Effective Date has not
occurred.

                      Other Provisions

"Exhibit Bs" to the Plan of the Plan Debtors Boise Towne Plaza
L.L.C.; Boulevard Associates; Eden Prairie Mall, LLC; GGP-
Knollwood Mall LP; GGP-Mall of Louisiana, LP; GGP-North Point
Inc.; GGP-UC L.L.C.; Gateway Crossing, LLC; Hulen Mall, LLC;
Oglethorpe Mall, LLC; Peachtree Mall, LLC; Sikes Senter, LLC;
Southland Mall LP, and Woodbridge Center Property LLC will be
deemed amended to insert certain language.  A full-text copy of
the language is available for free at:

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

As of the Effective Date, all property of the Plan Debtors'
estates will revest in the Plan Debtors free and clear of all
claims and liens, including 325 mechanics' lien claims, a list of
which is available for free at:

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

Judge Gropper also approved the treatment of Intercompany
Obligations.

Judge Gropper allowed Howard County, Maryland's (i) Claim No.
9128 against Gateway Overlook II Business Trust for $275,000 as a
priority tax claim, and (ii) Claim No. 9129 against Gateway
Overlook Business Trust for $330 as a general unsecured claim to
be paid pursuant to the Plan.

Solely with respect to Sterling, Inc., Sterling Jewelers, Inc.
and Sterling Jewelers LLC, if no portion of an Administrative
Expense Claim or Claim is Disputed between Sterling, Inc.,
Sterling Jewelers, Inc. or Sterling Jewelers LLC and a specific
Plan Debtor, that Plan Debtor will make a payment or distribution
on account of such Administrative Expense Claim or Claim pursuant
to the Plan notwithstanding the fact that another Plan Debtor may
dispute another Claim or Administrative Expense Claim of
Sterling, Inc., Sterling Jewelers, Inc. or Sterling Jewelers LLC.

Solely with respect to TSA Stores, Inc., if no portion of an
Administrative Expense Claim or Claim is Disputed between TSA
Stores, Inc. and a specific Plan Debtor, that Plan Debtor will
pay the Administrative Expense Claim or Claim on the Effective
Date pursuant to the Plan.  The Plan will not relieve the Plan
Debtors of their obligations under Section 365(d)(3) of the
Bankruptcy Code or adversely affects TSA Stores, Inc.'s rights to
obtain payment of Administrative Expense Claims and enforce
obligations of the Plan Debtors in accordance with Section
365(d)(3).

Solely with respect to Limited Stores, LLC and Express,
LLC, if no portion of an Administrative Expense Claim or Claim is
Disputed between Limited Stores, LLC and a specific Plan Debtor
or Express, LLC and a specific Plan Debtor, no dispute with
Limited Stores, LLC having any impact upon Express, LLC and vice
versa, that Plan Debtor will make a payment or distribution on
account of that Administrative Expense Claim or Claim in
accordance with the Plan.

The Plan Debtors acknowledge that Travelers Casualty and Surety
Company of America, Safeco Insurance Company of America,
Continental Casualty Company and Hartford Fire Insurance Company
are, or may be, holders of Other Secured Claims under the Plan to
the extent of the value of their collateral or other rights.  The
Plan will not and does not prejudice the rights, claims and
defenses of the Surety Companies regarding any bonds, indemnity
agreements and the collateral, if any, that secures their claims.
Similarly, the Plan does not release or affect in any way the
Surety Companies rights against any indemnitor or third party,
whether arising under contract, under statute or by way of
assignment or subrogation.  The Plan reserves all of the Surety
Companies' and Plan Debtors' rights and defenses against each
other or any other entity or person with respect to any claim
arising under the bonds.

On the Effective Date and pursuant to Sections 365(a) and
1123(b)(2) of the Bankruptcy Code, all of the Plan Debtors'
executory contracts and unexpired Property Documents will be
assumed by the Plan Debtors unless an executory contract or
unexpired Property Document:

   (i) to be rejected pursuant to the Plan,

  (ii) has expired or terminated by operation of law or contract,

(iii) is the subject of a motion to reject filed on or before
       the Effective Date, or

  (iv) is deemed rejected pursuant to a prior order of the Court.

                       Plan Objections Overruled,
                     If Not Resolved or Withdrawn

All parties have had a full and fair opportunity to litigate all
issues raised by objections to confirmation of the Plan, or which
might have been raised, and the objections to confirmation have
been fully and fairly litigated.  Thus, all objections,
responses, statements and comments in opposition to the Plan,
other than those withdrawn or resolved on the record of the
December 15 Confirmation Hearing are overruled for the reasons
stated on the record, Judge Gropper held.

Prior to entry of the Confirmation Order, 45 parties objected to
the Plan and Disclosure Statement.  The parties thus asked the
Court to deny confirmation of the Plan and final approval of the
Disclosure Statement.  The parties are:

* Diana G. Adams, United States Trustee for Region 2
* United States of America
* Pension Benefit Guaranty Corporation
* Lewisville Independent School District
* Pima County
* County of Denton, Texas
* Arlington Independent School District, Dallas County Utility
   and Reclamation District
* Bexar County, Cypress-Fairbanks ISD, Dallas County, Fort Bend
   County, Harris County, Irving ISD, Montgomery County, and
   Tarrant County
* Maricopa County Treasurer
* Travelers Casualty and Security Company of America
* Safeco Insurance Company of America, Hartford Fire Insurance
  Company and Continental Casualty Company
* Ivanhoe Capital LP
* Vratsinas Construction Company
* Sterling, Inc., Sterling Jewelers, Inc. and Sterling Jewelers
   LLC
* H&M Hennes & Mauritz L.P.
* AT&T
* TSA Stores, Inc. doing business as The Sports Authority
* Macy's West Stores, Inc., Macy's Retail Holdings, Inc. and
   Bloomingdale's Inc.
* Borders Group, Inc.
* Sears, Roebuck and Co.
* The Finish Line, Inc. and The Finish Line Man Alive, Inc.
* Microsoft Corporation and Microsoft Licensing GP, formerly
   known as MSLI, GP
* Limited Stores, LLC and Express, LLC
* Constellation NewEnergy, Inc. and Constellation NewEnergy -
   Gas Division, LLC
* Nextel of California, Inc., and Nextel Retail Stores, LLC
* AnnTaylor Retail, Inc.
* M&I Equipment Finance Company
* Sephora USA, Inc.
* Sam Meyers, Inc.
* Nevada Power Company and Sierra Pacific Power Company, each
   doing business as NV Energy
* Ross Dress for Less, Inc. and Ross Stores, Inc.
* Regis Corporation
* Foot Locker Retail, Inc., Foot Locker Specialty, Inc., Foot
   Locker Stores, Inc., FL Specialty Operations LLC, and FL
   Retail Operations LLC
* PSB Partners
* Cinemark USA, Inc. and its affiliate Century Theatres, Inc.
* The Millard Group, on behalf of its affiliate Millard Mall
   Services, Inc.
* Barnes & Noble Booksellers, Inc.
* Coach, Inc.
* Brickman Group, Ltd.
* Park Place Hotel Limited Partnership
* Nickels and Dimes Incorporated
* Euromarket Designs, Inc. doing business as Crate and Barrel
* VJ & O'Neal Enterprises, LLC
* DND Neffson Co.
* Kohl's Department Stores, Inc.
* Helzberg Diamond Shops, Inc. doing business as Helzberg
   Diamonds

The U.S. Trustee complained that the Plan and Disclosure
Statement contain broad non-debtor release provision, which
exceeds the limitations of Section 524(e), thus rendering the
Plan unconfirmable under Section 1129(a)(1).  The U.S. Trustee
further objected to the limited governmental carve-out proposed
in the Plan as it only excludes from the releases and injunctions
proposed to be granted to environmental liabilities.  The U.S.
Government joined in the U.S. Trustee's objection.

The PBGC noted that while the Disclosure Statement clearly stated
that no claims whatsoever with respect to the Pension Plans will
be released or affected the Plan, however, this language has not
been included in the Plan.  Thus, the PBGC said that the Plan
should be amended to conform to the Disclosure Statement.

Lewisville ISD, Pima County, County of Denton, Arlington ISD,
Local Texas Entities, Maricopa County, hold secured claims for ad
valorem taxes against the Debtors.  Thus, the Taxing Authorities
asked the Court to deny confirmation of the Plan until the time
as the Debtors provide appropriate treatment for their secured
tax claims.

Travelers Casualty and Safeco sought clarification that the Plan
will not and does not prejudice or affect the rights, claims and
defenses of Travelers Casualty and Safeco regarding the bonds
issued to the Debtors, indemnity agreements, and collateral which
secures the Insurance Companies' claims against the Debtors.

Vratsinas, a holder of a mechanic's lien worth $1,484,084,
contended that the Plan incorrectly it as an unimpaired creditor
when it is an impaired creditor.  Moreover, the Sterling Entities
argued that the Plan improperly proposes to withhold
distributions to holders of Allowed Claims who also hold a
Disputed Claim pending resolution of that Disputed Claim.

Thirty-two parties objected to, among others, the proposed
assumption and rejection of their contracts and the proposed cure
amounts of the contracts to be assumed under the Plan.  The
contract parties also pointed out that the Plan should be
clarified so that it does not alter their legal, equitable and
contractual rights under their applicable contracts with the
Debtors.

M&I Equipment and NV Energy filed supplements to their
objections, identifying specific contracts and corresponding cure
amounts.

Moreover, Maria Ann Milano, Esq., at Riddell Williams P.S., in
Seattle, Washington, counsel to Microsoft filed a declaration
supporting Microsoft's objection to the proposed assumption of
its contract.  Subsequently, Microsoft was contacted by the
Debtors and the reason that the contracts with Microsoft were not
listed in the contracts to be assumed under the Plan is that GGP
is not a Plan Debtor, she disclosed.  She added that Microsoft
and GGP are negotiating an amendment to their agreement to
resolve the outstanding cure amount.  Thus, Microsoft withdrew
its assumption objection.

Ivanhoe and its affiliate Ivanhoe Equities V L.P. reserved their
rights to object to the Plan.

             Debtors' Response to Plan Objections

On behalf of the Debtors, Marcia L. Goldstein, Esq., at Weil,
Gotshal & Manges LLP, in New York, pointed out that the result in
the Plan Debtors' Chapter 11 cases is a monumental achievement in
the overall context of GGP's Chapter 11 cases.

Just eight months after filing Chapter 11, the Plan Debtors have
reached an agreement with their secured lenders on a consensual
plan of reorganization, Ms. Goldstein said.  The Plan
restructures $10 billion in project-level secured debt across 110
properties, provides all creditors with a 100% recovery,
reinstates existing equity interests, and permits the Plan
Debtors to emerge from bankruptcy before year-end, she noted.
The core of the Plan is the settlement the Plan Debtors have
reached with the Secured Debt Holders.  This settlement resulted
from hard-fought negotiation between the Plan Debtors and the
Secured Debt Holders, and provides substantial benefits to both
sides, including extension of up to 1.5 years to loans greater
than $150 million, she added.

The Plan will also allow the Plan Debtors to emerge from Chapter
11, while providing significant value to all of the Plan Debtors'
stakeholders, including lenders, customers, and employees, Ms.
Goldstein maintained.  By providing certainty regarding the post-
bankruptcy status of approximately 110 properties, including a
"runway" of at least four years before their first loans mature,
the Plan Debtors' emergence will enhance the prospects for the
parent level entities to emerge from bankruptcy, she maintained.
The Plan Debtors are also ready, willing, and able to consummate
their consensual restructuring swiftly upon confirmation and to
reach consensual agreements with the few remaining secured
lenders that are not part of the Plan, she disclosed.  Moreover,
the Creditors' Committee and the Equity Committee fully support
the Plan and each impaired creditor entitled to vote on the Plan
has voted to accept the Plan, she added.

To address the U.S. Trustee's and the U.S. Government's concerns,
Ms. Goldstein pointed out that exculpations and releases in the
Plan are critical aspects of the compromise and settlements
underlying the Plan and are justified under the unique
circumstances of the Plan Debtors' Chapter 11 cases.  She
explained that the Plan provides for a typical exculpation
clause, confirming that the key constituencies in the Plan
Debtors' Chapter 11 cases -- the Plan Debtors, Secured Debt
Holders, Special Servicers, Master Servicers, Creditors'
Committee, the Equity Committee, and the DIP Lender, and their
directors -- will not be liable for any claims on account of
their conduct in connection with the Chapter 11 cases except in
accordance with the standards of liability governing participants
in the bankruptcy process.  Similarly, without these releases,
the Secured Debt Holders would not be willing to enter into the
settlements and the consensual Plan that is before the Court
would not be possible, she argued.  Moreover, the U.S.
Government's and the U.S. Trustee's proposed carve-out from the
limited third-party releases in the Plan is overbroad and would
grant all federal, state, and local governmental creditors
special status more favorable than that afforded any other
creditor, she maintained.

In addition, Ms. Goldstein noted that the Plan Debtors received
25 formal objections to the confirmation of the Plan, excluding
cure objections, and three informal objections to the
confirmation of the Plan.  The Plan Debtors thus served with the
Court a report to apprise the Court of the status of the 25 Plan
Objections as of December 15, 2009.  As gathered from the report,
all of the 25 objections have been resolved.

A full-text copy of the Plan Objection Status Report is available
for free at: http://bankrupt.com/misc/ggp_planobjstatusreport.pdf

Thus, the Plan Debtors asked the Court to confirm the Plan and
approve on a final basis the Disclosure Statement.

In support of the Plan, Thomas H. Nolan, Jr., president and chief
operating officer of GGP, related that the Debtors have used the
bankruptcy process to achieve what they could not outside of
bankruptcy: direct communications with representatives of
services and other lenders authorized to renegotiate loan terms,
leading to loan extensions that squarely address the core
maturity issues that required the Plan Debtors to file for
bankruptcy protection in April 2009.  Thus, he affirmed that
confirmation of the Plan is in the best interests of the Plan
Debtors and their creditors.  The Plan will position the Plan
Debtors to deliver sustainable, significant value to their
stakeholders, including lenders, customers, and employees.

In another affidavit supporting the Plan, James A. Mesterharm,
managing director of AlixPartners, LLP, as restructuring advisor
to the Debtors, pointed out that the Plan, if confirmed, will not
likely be followed by liquidation or the need for further
reorganization of the Plan Debtors or their successors under the
Bankruptcy Code.  He noted that the Plan with support from GGP
Limited Partnership and continued use of the enterprise's
consolidated cash management system and related liquidity, will
have sufficient cash flow to:

  (a) make all payments and other distributions required under
      the Plan,

  (b) service all debt obligations contemplated by the Plan, and

  (c) continue to operate their businesses following emergence
      from chapter 11 protection as contemplated by the Plan.

A full-text copy of the Confirmation Order dated December 15,
2009, is available for free at:

   http://bankrupt.com/misc/ggp_Dec15ConfirmationOrder.pdf

          Secured Creditors Vote in Favor of Plan

Travis K. Vandell, senior managing consultant at Kurtzman Carson
Consultants LLC, the Debtors' claims agent, submitted to the
Court on December 14, 2009 a tabulation of votes received for the
Plan Debtors' Joint Plan of Reorganization.

109 creditors grouped as Class B holding a total of
$1,403,151,098 of claims voted to accept the Plan.  Class B is
the only voting class under the Plan.

A full-text copy of the Tabulation Report of the votes on the
Plan is available for free at:

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


          Hearing Adjourned for 24 Plan Debtors

Judge Gropper adjourned hearing with respect to confirmation of
the Plan and final approval of the Disclosure Statement with
respect to 24 Plan Debtors to December 18, 2009.  The Plan
Debtors subject to adjournment are:

* Burlington Town Center II LLC
* Chico Mall, L.P.
* Fox River Shopping Center, LLC
* Baltimore Center Associates Limited Partnership
* Baltimore Center Garage Limited Partnership
* Baltimore Center, LLC
* GGP-Mall of Louisiana II, L.P.
* GGP-Mall of Louisiana, Inc.
* GGP-Mall of Louisiana, L.P.
* Mall of Louisiana Holding, Inc.
* Lancaster Trust
* Parcit-IIP Lancaster Venture
* Parcity L.L.C.
* Park City Holding, Inc.
* PC Lancaster L.L.C.
* PC Lancaster Trust
* Providence Place Holdings, LLC
* Rouse Providence LLC
* Stonestown Shopping Center, L.P.
* Stonestown Shopping Center Holding L.L.C.
* Stonestown Shopping Center L.L.C.
* Ward Plaza-Warehouse, LLC
* The Woodlands Mall Associates, LLC
* Land Trust No. FHB-TRES 200601

                  About General Growth Properties

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

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

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


GENERAL MOTORS: Microsoft's Liddell Named as Vice Chairman & CFO
----------------------------------------------------------------
Chris Liddell has been appointed General Motors vice chairman and
chief financial officer.  Mr. Liddell was most recently CFO for
Microsoft Corp., a post he held since May, 2005.

"Chris brings a depth and experience to this job that were
unmatched in our search for a new financial leader," said Ed
Whitacre, GM chairman and CEO.  "Chris will lead our financial and
accounting operations on a global basis and will report directly
to me.  We're also looking to his experience and insights in
corporate strategy as a member of the senior leadership team in
helping our restructuring efforts."

Mr. Liddell will start with GM in the new year.  While at
Microsoft, Mr. Liddell was responsible for leading Microsoft
Corp.'s worldwide finance organization, which included overseeing
acquisitions, corporate strategy, treasury activities, tax
planning, accounting and reporting, internal audit, and investor
relations.  He is leaving Microsoft on December 31 of this year.

Before joining Microsoft, Mr. Liddell was CFO at International
Paper Co., the world's largest forest products company, with
similar responsibilities.  Prior to that, he was chief executive
officer of Carter Holt Harvey Ltd., then New Zealand's second-
largest listed company.  He also has worked as an investment
banker as managing director and joint CEO for CS First Boston NZ
Ltd.

Mr. Liddell, 51, holds an engineering degree with honors from the
University of Auckland, New Zealand, and a Master of Philosophy
degree from Oxford University in England.  He has served as
director of the New Zealand Rugby Union and governor of the New
Zealand Sports Foundation.  He is a distinguished alumnus of the
University of Auckland.  Mr. Liddell was a member of the
Securities and Exchange Commission's Advisory Committee on
Improvements to Financial Reporting.

                           *     *     *

The Wall Street Journal's John D. Stoll and Joann S. Lublin report
that Mr. Liddell isn't considered an immediate candidate for CEO,
but his diverse background and aspirations for bigger things could
distinguish him if Mr. Whitacre looks for insiders to groom for
the top job, said people familiar with the situation.

A person close to the situation told the Journal GM will pay Mr.
Liddell a cash salary of about $700,000 a year, more than his
Microsoft salary of about $500,000.  GM, the source said, also is
giving Mr. Liddell about $3 million a year in restricted shares
paid as "salary stock" -- long-term stock grants in lieu of cash
that can't be touched for several years.  He will get a similar
grant in 2011 and 2012, but can't sell those shares for three
years, according to the informed individual, the Journal reports.

The Journal notes Microsoft said Mr. Liddell was paid $3.5 million
in total direct compensation in its fiscal year ended June 30, and
$4.8 million in its previous fiscal year.

The informed person told the Journal Kenneth Feinberg, the Obama
administration's pay czar, "had to approve everything" in Mr.
Liddell's GM package.  Mr. Feinberg and GM officials "went back
and forth on everything.  There was a lot of arm wrestling," the
source told the Journal.

In addition to his pay, Mr. Liddell will have his choice of GM
vehicles to drive, the Journal adds.

                     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: House Approves Compromise on Dealer Cuts
--------------------------------------------------------
The House of Representatives approved a $1.1 trillion spending
bill to give 789 closed dealerships of Chrysler and more than
$1,350 GM dealers to be closed by General Motors Company in 2010
an opportunity to challenge the automakers' decisions, The
Associated Press reported on December 10, 2009.

Specifically, the bill required GM, Chrysler and the dealers to
undergo binding arbitration before any closing of dealership
occurs, Dow Jones Newswires explained on December 10, 2009.

However, the binding arbitration could add up to GM's and
Chrysler's costs, which the automakers need to slash to increase
profitability, Dow Jones Newswires stated.

As an alternative to the proposed bill, GM disclosed that it will
cite specific reasons for closing a dealership and will offer
binding arbitration to settle disputes.  In this light, the
proposal is more suitable than the proposed bill, which would
raise a variety of legal and constitutional concerns, GM said, Dow
Jones disclosed.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler produces
Chrysler, Jeep, Ram, Dodge, Mopar and Global Electric
Motorcars (GEM) brand vehicles and products.

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

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

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


GENERAL MOTORS: Panel & JPM Ink Confidentiality Pact on Docs.
------------------------------------------------------------
The Official Committee of Unsecured Creditors and JPMorgan Chase
Bank, N.A., entered into a stipulation governing the discovery
provided by the Committee, JPMorgan and any other party to the
adversary action filed by the Creditors' Committee to challenge
the lien securing a Term Loan Agreement, dated November 29, 2006,
as amended, among GM, Saturn Corporation, and JPMorgan as
administrative agent and lender, under which a group of 415
lenders advanced $1.5 billion in loan proceeds to certain of the
Debtors secured by a first-priority lien on certain assets of GM.

Pursuant to a Protective Order dated November 30, 2009, Judge
Robert E. Gerber of the United States Bankruptcy Court for the
Southern District of New York directed that if any producing party
or non-party determines that any Discovery Material contains or
discloses proprietary or non-public information of a commercially,
financially or personally sensitive nature, including confidential
trade secrets, unpublished financial data, confidential business
or products plans, or confidential customer information, may
designate specifically identified Discovery Material as
"Confidential."

Copies and originals of Confidential Discovery Material which were
reproduced, given or exchanged in the Action will be designated so
by the producing party or non-party by stamping or otherwise
clearly marking on the first page of a document or writing
"Confidential."

Information contained or revealed in a deposition, whether in a
question, answer, or exhibit, in this Action may be designated on
the record as "Confidential."  Transcripts of testimony and/or
exhibits so designated during the deposition may, at the option of
any party, be appropriately marked and bound separately.  A party
may also designate information disclosed at depositions as
"Confidential" by notifying counsel for all the parties within 30
days from receipt of the official transcript of the Deposition.

Any person or entity who receives from any other parties
information of any kind provided in the course of discovery in the
Action -- or Discovery Material that is designated "Confidential"
-- will not disclose the Discovery Material to anyone else except
as expressly permitted by the Stipulation and will not be used for
any purpose other than for the prosecution or defense of the
Action.

Confidential Discovery Material will not be disclosed directly or
indirectly by the person receiving such materials to persons other
than:

  (a) members of the Creditors' Committee and their counsel, and
      JPMorgan;

  (b) outside counsel retained specifically for the Action, and
      regular and temporary employees and service vendors of
      that counsel;

  (c) experts or consultants engaged to assist outside counsel
      retained specifically for the Action;

  (d) witnesses or deponents during the course of, or to the
      extent necessary to prepare for, depositions or testimony
      in the Action;

  (e) stenographers engaged to transcribe depositions conducted
      in the Action;

  (f) the Court and its support personnel; and

  (g) any other person, only upon order of the Court or with the
      written consent of the party producing the Confidential
      Discovery Material.

Confidential Discovery Material may be provided to experts or
consultants only to the extent necessary to prepare a written
opinion, to prepare to testify, or to assist outside counsel
retained specifically for the Action.  All Confidential Discovery
Material filed with the Court will be filed and kept under seal
until further order of the Court.

The Court noted that the Protective Order will not be construed to
limit in any way any party's or non-party's use of its own
Confidential Discovery Material, nor shall it affect any person's
or entity's subsequent waiver of its own prior designation with
respect to its own Confidential Discovery Material.

Any party that objects to any designation of confidentiality may,
at any time prior to the trial of the Action, serve for the
designating party or non-party a written notice stating with
particularity the grounds of the Objection.  Thereafter, the
parties must confer regarding the Designations.

If agreement cannot be reached within 10 days of the receipt of
the Notice, the objecting party may seek a ruling from the Court
that such Discovery Material should not be treated as
"Confidential."

The Protective Order will not apply to the treatment to be given
at the trial of this Action to any Discovery Material designated
as "Confidential."  The Treatment will be subject to subsequent
order of the Court issued prior to trial, according to Judge
Gerber.

A full-text copy of the Protective Order is available for free at:

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

                     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: Remy Objects to Contract Rejection
--------------------------------------------------
Remy International, Inc., a former subsidiary of General Motors
Corporation, object to the proposed rejection of its contract,
saying the Debtors are seeking to reject their 15-year-old
contract with Remy in an attempt to stay away from paying legal
costs related to asbestos claims.

Remy, in court papers, objects to the Debtors' rejection of an
asset purchase agreement entered among General Motors, DRA Inc.
and DR International, Inc., citing that the APA is not an
executory contract.

Remy seeks production of all insurance policies transferred from
the Debtor to General Motors under which Remy was named as an
additional insured plus all policies under which the Debtors have
defended and indemnified Remy pursuant to the APA.  To the extent
the Debtors characterize the APA as continuing "certain continuing
environmental obligations," Remy asks the Court to direct that
these obligations be assumed by New GM.

Remy asserts that its legal costs relative to product-liability
had been paid for by the Debtors.  Those legal costs include
asbestos claims for parts manufactured prior to the 1994 sale
until GM's bankruptcy filing in June 2009, but Remy said that GM
is seeking to reject the deal as it had scrapped numerous other
dealer and sponsorship agreements.

"Liabilities for these GM owned properties were transferred to New
GM as part of the sale and should be assumed by New GM," Remy said
in court papers.

There are four other pending asbestos cases that GM continues to
defend under the terms of the purchase agreement, but since the
automaker filed for bankruptcy, Remy has been forced to defend
itself against two new asbestos claims and has had to pay $18,000
in legal bills for a case GM assured to defend but later seeks to
scrap, the Wall Street Journal said.

                     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: Objects to Marchbanks' $2.5 Bil. Claim
------------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., and its
units ask the Bankruptcy Court to expunge Claim Nos. 4620 and 7291
filed by Theresa L. Marchbanks because those Claims assert
allegations of the same set of events relating to personal injury,
but with no supporting documentation that would allow the Debtors
to effectively analyze the asserted liability.

Claim No. 4620 asserts $2.5 billion, while it is unclear what
amount Ms. Marchbanks is claiming under Claim No. 7291.

"Claim No. 7291 identifies '$22.5' as the amount of the claim, yet
indicates that $10,950 of the claim is entitled to priority under
Section 507(a) of the Bankruptcy Code," Harvey R. Miller, Esq., at
Weil, Gotshal & Manges LLP, in New York, said.

Despite multiple requests from the Debtors, Ms. Marchbanks did not
provide any legal or factual support for her alleged personal
injury and unpaid wages, salaries, or commissions claims.  Thus,
the Claims cannot be afforded prima facie validity under the
Bankruptcy Code, according to Mr. Miller.

Mr. Miller relates that Ms. Marchbanks was employed with Delphi
Automotive Systems, formerly an affiliate of Motors Liquidation
Company, until December 31, 1998.  Given that Ms. Marchbanks'
employment ended over 10 years prior to the Petition Date, she
cannot have a claim against the Debtors for unpaid wages,
salaries, or commissions earned within 180 days of the Petition
Date.  As a result, Claim Nos. 4620 and 7291, to the extent
allowed, should not be entitled to any priority status, Mr. Miller
noted.

                     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: To Start Repaying Loans in June 2010
----------------------------------------------------
General Motors Corp. is set to repay loans from the U.S. and
Canadian governments by the end of June 2010, as confirmed by GM
chief executive officer Edward E. Whitacre, Jr.

As part of its restructuring, GM obtained bailout from the U.S.
government, amounting to roughly $6.7 billion out of $50 billion
in assistance it received from the U.S., Canada and Ontario
governments.  The loans had a scheduled maturity date of July
2015, The Washington Post notes.

At a meeting at GM headquarters in Detroit on December 15, 2009,
Mr. Whitacre emphasized on the Company's goals to improve its
vehicles and create brand image, and ultimately up its sales.

"I believe we have a perception problem, Mr. Whitacre admits,
noting that the Company has to work on selling more cars, forge
better relationships with dealers and implement better marketing
strategies.  "We have to convince the consumer of North America
that what we have is the best and we're going to set out to do
that," Mr. Whitacre adds.

Mr. Whitacre echoes the statements of GM North American operations
head Mark Reuss, who said that one of GM's goals was "to make this
country proud of this company again," as reported by The New York
Times.

Mr. Whitacre took over as interim CEO following Fritz Henderson's
abrupt resignation on December 1, 2009.  Admitting to knowing
little about the car industry, Mr. Whitacre is gaining assistance
from top executives and is meeting with workers, union leaders and
dealers to steer the Company toward its goals, says The Washington
Post.

"Even though [Mr. Whitacre] doesn't consider himself an auto
expert, he asks great questions," Susan E. Docherty, GM's new vice
president for Sales and Marketing, commented to the New York
Times.

The Obama administration, according to Mr. Whitacre, has remained
"hands off" in running GM operations.

                     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: Says SAAB Sale "Would Not Be Concluded"
-------------------------------------------------------
General Motors disclosed that the intended sale of Saab Automobile
AB 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.  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.  Saab Automobile
AB 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 today's
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.  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.

General Motors Company, one of the world's largest automakers,
traces 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 the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall, Wuling and Jiefang.

                            About SAAB

The Troubled Company Reporter Europe, citing Bloomberg News,
reported on Feb. 23, 2009, Saab filed for protection from
creditors after parent GM said it will cut ties with the Swedish
carmaker following two decades of losses.  The Trollhaettan,
Sweden-based company filed for reorganization with a Swedish
district court to separate itself from GM and bring resources back
to Sweden.

On June 25, 2009, Troubled Company Reporter, citing The Wall
Street Journal, reported creditors of Saab approved the
automakers' proposal for settling its debts by paying a quarter of
what it originally owed.  Saab proposed to settle its debts by
paying 25% of about US$1.34 billion it owed to more than 600
creditors, including auto suppliers and the Swedish government.
The vast majority of the debt, almost SEK10 billion, was owed to
GM.

Saab Automobile AB -- http://www.saab.com/-- is a wholly owned
subsidiary of General Motors.  With an annual production of up to
126,000 cars, Saab's current models include the 9-3 (available as
a convertible or sport sedan), the luxury 9-5 sedan (also
available in a sport wagon), and the seven-passenger 9-7X SUV.

                     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)


GENMAR HOLDINGS: Sells Marina to RLA Family for $3 Million
----------------------------------------------------------
Minneapolis/St. Paul Business Journal reports that Genmar has sold
a 3.28-acre marina on Lake Minnetonka to RLA Family Limited
Partnership for $3 million.

The Company's broker NorthMarq Corporate Solutions is planning to
sell two factory building in Sarasota, Florida, and Culver,
Oregon, source notes.

                   About Genmar Holdings, Inc.

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

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

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


GHANA REINSURANCE: A.M. Best Affirms FSR of 'B'
-----------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B
(Fair) and the issuer credit rating of "bb+" of Ghana Reinsurance
Company Limited (Ghana Re) (Ghana).  The outlook for both ratings
is stable.

The ratings reflect the company's strong risk-adjusted
capitalisation and investment performance.  Offsetting factors are
the increasing pressure on business growth prospects due to the
anticipated reduction in the level of support from compulsory
business cessions, and the negative effect this is likely to have
on Ghana Re's underwriting performance.  The company's high level
of indebtedness by cedants is also an area of concern.

Ghana Re's risk-adjusted capitalisation was supported by the
transfer of GHC 12 million of profit to capital in 2008, to
mitigate impact on capital of adverse equity value and currency
movements.  A.M. Best considers the current risk-based
capitalisation level to be strong and supportive of the company's
business growth targets over the short to medium term.

A.M. Best, however, believes that Ghana Re's business growth
prospects will come under some pressure in the short term,
following the withdrawal from the local market in 2008 of
compulsory sessions that obliged local insurers to cede 20% of all
business written to Ghana Re.  In 2008, approximately 60-65% of
the company's gross premiums originated from compulsory sessions.
Nonetheless, the company is alleviating this by strengthening its
presence in markets outside of Ghana.  A.M. Best considers that
while the regional expansion is likely to suppress the drop in
sales volumes, this introduces additional uncertainty in the
quality of business written, although this is partially offset by
the increased flexibility in business acceptance decisions.  In
addition, the level of commission payable on the new business is
expected to be higher than that payable under the legal cession
framework; thus, A.M. Best anticipates some reduction in
underwriting profit in the medium term.

In line with other reinsurers in this market, Ghana Re continues
to have a high level of insurance debtors on its balance sheet.
In 2008, the amounts owed to Ghana Re by ceding companies
increased to GHC 36.6 million (GHC 24.9 million in 2007),
reflecting reinsurers' limited flexibility in addressing the
problem.  Ghana Re's efforts to reduce the debts include
tightening its conditions of cover and increasing its provision
for bad debts (75% increase in 2008).  The increased provision,
however, is putting additional pressure on the company's expense
ratios, which are already an area of concern owing to the high
commission rates in the market.


GLEN ROSE: Posts $307,000 Net Loss in 2nd Quarter Ended Sept. 30
----------------------------------------------------------------
Glen Rose Petroleum Corp. reported a net loss of $306,793 on oil
and gas sales of $28,932 for the three months ended September 30,
2009, compared with a net loss of $873,340 on oil and gas sales of
$57,662 for the same period ended September 30, 2008.

Total operating costs and expenses decreased $665,556, or
approximately 71.5%, from $931,002 for the three months ended
September 30, 2008, to $265,446 for the three months ended
September 30, 2009.

The Company reported a net loss of $585,796 on oil and gas sales
of $64,142 for the six months ended September 30, 2009, compared
with a net loss of $1,532,131 on oil and gas sales of $72,871 for
the same period ended September 30, 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $6,320,024 in total assets, $3,570,391 in total
liabilities, and $2,749,633 in total shareholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $240,865 in total current
assets available to pay $3,223,549 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4c08

                       Going Concern Doubt

"The Company has incurred substantial losses from operations and
has a working capital deficit, which history and circumstance
raise substantial doubt as to the Company's ability to continue as
a going concern."

The Company had a net loss of $585,796 for the six months ended
September 30, 2009, and a net loss of $2,181,974 for the fiscal
year ended March 31, 2009, and, as of the same periods, the
Company had an accumulated deficit of $49,018,565, and
$48,432,770, respectively.  During the quarter ended September 30,
2009, the Company received $315,280 of net debt financing.  The
Company is currently seeking additional debt, equity and tax-
benefitted financing to provide the needed funds to develop its
properties and expand.  However, the Company can provide no
assurance that it will be able to obtain the financing it needs.
Until such funding is obtained and/or positive results from
planned property development materialize, doubt about its ability
to continue as a going concern may remain.

Currently the Company has one customer who buys 100% of its
production.

                    About Glen Rose Petroleum

Dallas-based Glen Rose Petroleum Corp. (Nasdaq: GLRP) --
http://www.glenrosepetroleum.com/-- owns UHC Petroleum
Corporation, a Texas corporation, which is a licensed operator
with the Texas Railroad Commission.  UHC Petroleum is an
independent producer of natural gas and crude oil based in Dallas,
Texas and Edwards County, Texas.  UHC Petroleum operates the
Wardlaw Field, which lies in Edwards County, Texas in the
southeast portion of the Val Verde Basin and is approximately 28
miles west of Rocksprings and 550 miles west of Dallas.  UHC
Petroleum has a gross working interest of 100% and a net revenue
interest of 75% of the Wardlaw Field.  The lease terms provide
that the leases on the entire acreage is extended by a period of
90 days each time a well (successful or not) is drilled;
therefore, based on drilling to date, the primary lease term
currently extended to 2014.


GLOBAL CONTAINER: Can Obtain $1.4MM DIP Loan from National Bank
---------------------------------------------------------------
The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the
Eastern District of New York, in a second interim order,
authorized Global Container Lines Ltd., et al., to:

   -- incur postpetition debt on a secured basis with National
      Bank of Pakistan;

   -- use of cash collateral; and

   -- granting NBP adequate protection.

A final hearing on the DIP loan and cash collateral will be held
on December 22, 2009, at 2:00 p.m, in Courtroom 960, U.S.
Bankruptcy Court, 290 Federal Plaza, Central Islip, New York.

The Debtors related that they need to use certain funds to meet
their immediate operating needs.

The lender consented to an additional $1,400,000 for a total DIP
advance of $4,000,000, and the Debtor is authorized to use cash
collateral.

As reported in the Troubled Company Reporter on November 19, 2009,
the Debtors will grant the lender continuing, valid, binding,
enforceable and perfected postpetition security interests and
replacement liens in and on the Collateral.

The adequate protection liens will be subordinate to the post-
petition liens and will be subject to the carve out expenses, but
will be first priority, perfected and superior to any other
security interest in, lien on or claim against the Collateral.

Garden City, New York-based Global Container Lines Limited filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
E.D. N.Y. Case No. 09-78585).  C. Nathan Dee, Esq., and Matthew G.
Roseman, Esq., at Cullen & Dykman, LLP, 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.


GLOBAL CONTAINER: Court to Consider Sale of RORO Vessel on Dec. 22
------------------------------------------------------------------
The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the
Eastern District of New York will consider Global Container Lines
Ltd., et al.'s motion to sell certain property on December 22,
2009, at 2:00 p.m.  Objections, if any, are due on December 21,
2009, at 1:00 p.m.

The Debtors has asked for a authority to conduct a public auction
of M.V. Globel Precision, a Rollon/Roll off vessel, free and clear
of liens, claims and encumbrances.  One of the Debtors, Gilmore
Shipping Corp., holds title to the property.

The Debtors relate that the ship is incapacitated and is situated
in the United Arab Emirates, anchored off of the Port of Shajah,
the main shipping port of the Debtors.

The Debtors intend to pay the maritime liens from the proceeds of
the sale, otherwise the port authorities in Sharjah may not
release the vessel from its anchorage for transport to a graving
yard where the ship will be scrapped.

The Debtors further ask the Court to direct Key Bank to reimburse
certain costs incurred after the ship was disabled at sea.  Key
Bank holds a first preferred ship mortgage against the ship with a
claim of $5,195,000.

The Debtors also ask the Court to permit Vogt and Maguire
Shipbroking Ltd. to conduct the auction of the property.

Garden City, New York-based Global Container Lines Limited filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
E.D. N.Y. Case No. 09-78585).  C. Nathan Dee, Esq., and Matthew G.
Roseman, Esq., at Cullen & Dykman, LLP, 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.


GOLDEN ELEPHANT: Posts $1.9 Million Net Loss in Q3 2009
-------------------------------------------------------
Golden Elephant Glass Technology, Inc., reported a net loss of
$1.9 million for the three months ended September 30, 2009,
compared with net income of $3.5 million for the same period of
2008.

Sales revenue is generated from sales of the Company's float glass
products and ultra-white glass products from the inventory.  Sales
revenue decreased $17.4 million, or 100%, to $0 for the three
months ended September 30, 2009, from $17.4 million for the same
period ended on September 30, 2008.  The Company attributed the s
decrease to weakened demand for the Company's products resulting
from the global economic crisis as well as the cessation of
operations.

                       Nine Months Results

The Company reported a net loss of $6.8 milllion on sales revenues
of $2.3 million for the nine months ended September 30, 2009,
compared with net income of $8.3 million on sales revenues of
$44.6 million for the same period last year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $40,147,420 in total assets, $32,628,005 in total
liabilities, and $7,519,415 in total stockholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $13,903,324 in total current
assets available to pay $32,628,005 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4c02

                       Going Concern Doubt

The Company incurred a net loss of $6.8 million for the nine
months ended September 30, 2009, and had net current liabilities
of $32.6 million and accumulated deficit of $7.6 million as of
September 30, 2009.  In addition, due to deteriorating global
economic environment and shrinking gross profit margin of float
glass, the management decided to implement a maintenance program
for both 300 tons and 500 tons float glass production lines in
late November 2008 and January 2009, respectively.  During the
maintenance period, all operations of the production lines and all
manufacturing of the float glass products are suspended.

"Referring to the above factors, substantial doubt is raised to
the Company's ability to continue as a going concern."

Management believes that the suspension of production lines during
deteriorating global economic environment provides an opportunity
to mitigate the negative economic impact to the Company.  Other
than the routine maintenance, the Company's maintenance program
also involves upgrades to its production lines for producing
higher end products for improving the profitability in the future.
However, the Company has no assurance with respect to the future
profitability.

                      About Golden Elephant

Based in Fuxin City, Liaoning, People's Republic of China, Goldern
Elephant Glass Technology, Inc. (OTC: GOEG), formerly Nevstar
Corporation,  is a float glass manufacturer.  The Company's
product offerings include float glass, ultra-clear glass (also
called crystal glass), colored float glass and high grade glass
processed products such as mirrors, glass artwork, tempered glass,
insulated glass, laminated glass, lacquered glass and similar
products.  The Company sells its  products to end users in China,
Asia, Europe, South America and South Africa.

Products are used in a variety of end products, including
automobiles, commercial and residential buildings, construction
materials, furniture and display cases, lighting fixtures and
decorative glass artwork, bath fixtures and electrical household
appliances, such as refrigerators and microwave ovens.  Major
customers include Anshan Xingsheng Glass Distribution Office,
Guangzhou Runcheng Commerce and Trade Co., Ltd., Feshan Jianheng
Commerce and Trade Co., Ltd and Fujian Chengda Glass Trade Co.,
Ltd.


GPX INT'L: Creditors Have Until February 1 to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
established February 1, 2010, as the last day for individuals and
entities to file proofs of claim against GPX International Tire
Corporation.

The Court also related that the bar date will apply to all claims
arising prior to October 26, 2009.

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

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


HAWKEYE RENEWABLES: Files Chapter 11 with Prepackaged Plan
----------------------------------------------------------
Hawkeye Energy Holdings, LLC, announced December 21 that the
proposed plan of reorganization of one of its subsidiaries,
Hawkeye Renewables, LLC, has been overwhelmingly accepted by its
first lien lenders. To implement this "pre-packaged" restructuring
plan, which will make the unit financially stronger and much
better capitalized by converting debt into equity, Renewables has
filed for reorganization under chapter 11 of the U.S. Bankruptcy
Code in Delaware.

Hawkeye Renewables, which owns and operates ethanol plants in Iowa
Falls and Fairbank, Iowa, is open for business and continuing
normal operations.  Hawkeye Renewables has filed customary "first
day motions" with the court seeking authority to honor obligations
to the unit's employees and customers as well as critical trade
creditors and suppliers in the ordinary course of business, which
if granted will leave such parties unaffected by the
restructuring.

Hawkeye Renewables' plants in Iowa Falls and Fairbank are buying
corn as usual.  Renewables fully expects that all corn suppliers
will be paid in full under normal terms for current and future
contracts and that both plants will continue to meet all sales
commitments to their ethanol and distillers grain customers.

Hawkeye Energy's subsidiaries Hawkeye Growth, which owns and
operates ethanol plants in Menlo and Shell Rock, Iowa, and Hawkeye
Gold, which is responsible for marketing ethanol and distillers
grains, are not part of the reorganization and are unaffected by
the filing.

Hawkeye Energy Holdings CEO Bruce Rastetter said, "The U.S.
biofuels industry is going through a period of historic change and
we are taking the necessary steps to position our business units
to succeed in a dynamic and sometimes volatile business
environment.  The ethanol industry was severely affected in 2008
and 2009 by unprecedented volatility in commodity prices and
margins.  While the market for ethanol has stabilized and
financial performance has improved in recent months, it
nevertheless became clear that a restructuring of the Renewables
unit's balance sheet would be necessary for the company to compete
effectively in the future."

Mr. Rastetter continued, "The steps we are announcing today come
after lengthy discussions with Renewables' first lien lenders and
are designed to strengthen the unit financially and allow it to
continue focusing on becoming one of the lowest-cost, best-
positioned ethanol manufacturers in the world.  Hawkeye Energy
continues to believe in the future of the homegrown biofuels
industry, and we especially value its critical contribution to
energy independence for the U.S. and economic growth right here in
Iowa."

The implementation of the plan, which has been accepted by first
lien lenders but not by second lien lenders, is subject to court
approval.  When its financial restructuring is completed, which is
expected to occur on an expedited basis, Renewables will be one of
the nation's largest, most economically sound independent ethanol
producers, with over 220 million gallons of annual ethanol
production and very little debt.  Renewables will continue to
market its ethanol and distillers grains through Hawkeye Gold and
will continue to be managed by the team at Hawkeye Energy.

                About Hawkeye Energy Holdings

Hawkeye Energy Holdings and affiliates Hawkeye Renewables and
Hawkeye Growth have 450 million gallons of ethanol production
capacity located in Iowa. Hawkeye Renewables' Iowa Falls and
Fairbank facilities currently operate over 220 million gallons of
ethanol production and Hawkeye Growth's Menlo and Shell Rock
plants operate over 230 million gallons of production. Hawkeye
Gold provides marketing services for ethanol and distillers grains
for all of Hawkeye Energy Holdings' plants and several independent
third party plants. Hawkeye Energy Holdings is headquartered in
Ames, Iowa.


HAYES LEMMERZ: Emerges From Chapter 11 Bankruptcy
-------------------------------------------------
Hayes Lemmerz International, Inc. announced December 21 that it
has emerged from its voluntary Chapter 11 reorganization.
Creditors overwhelmingly voted in favor of the Company's Plan of
Reorganization, which was confirmed on November 3, 2009, by the
U.S. Bankruptcy Court for the District of Delaware.

The Company's total consolidated prepetition funded indebtedness
of approximately $720 million has been reduced to approximately
$240 million.  In addition, the Company's legacy retiree medical
and pension liabilities in the United States of over $250 million
are expected to be less than $75 million.

In conjunction with its emergence from Chapter 11, Hayes completed
its exit financing facility. The facility consists of a new $200
million term loan (which amount is included in the $240 million of
funded indebtedness shown above).

"Hayes has continued to win significant new business throughout
the restructuring process, and we are extremely grateful to our
customers for their confidence in our future," said Curtis J.
Clawson, Chairman and Chief Executive Officer of the Company. "We
also appreciate the support of our suppliers, who have remained
loyal to Hayes during our restructuring efforts. Our employees did
a great job of taking care of our customers and making big strides
in safety and productivity during the Chapter 11 process. We are
comfortable that our exit financing will provide us with the
liquidity to fund operating expenses and meet all of our
obligations. Hayes emerges today as a leaner, stronger competitor
well positioned to extend our leadership in the global wheel
market."

                        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.


HEADLEE MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Headlee Management Corp.
        PO Box 10150
        Newburgh, NY 12552

Bankruptcy Case No.: 09-38420

Chapter 11 Petition Date: December 8, 2009

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

Judge: Cecelia G. Morris

Debtor's Counsel: Scott S. Markowitz, Esq.
                  Tarter Krinsky & Drogin LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: (212) 216-8001
                  Email: smarkowitz@tarterkrinsky.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/nysb09-38420.pdf

The petition was signed by Thomas N. Thurber, chief executive
officer of the company.


HEARTLAND PUBLICATIONS: Files Pre-Negotiated Ch 11 Bankr. Petition
------------------------------------------------------------------
Heartland Publications, LLC, has reached agreement with the
majority of its secured first-lien lenders, led by GE Capital as
agent, on a financial restructuring that will reduce the company's
debt by more than half and create a new capital structure for the
Company.

The financial recapitalization will be completed under Chapter 11
of the U.S. Bankruptcy Code.  Petitions were filed with the U.S.
Bankruptcy Court for the District of Delaware.  The Company plans
to file shortly its pre-negotiated Plan of Reorganization and
Disclosure Statement which outline how the debt will be
restructured.  The Company anticipates that its financial
reorganization will be completed by early spring.

The Company's publications will continue to operate without
interruption, and all advertising and circulation agreements will
continue as before.  Heartland has sufficient funds and positive
cash flow to pay its ongoing expenses for the foreseeable future.

"We have built Heartland Publications into one of the best-
performing newspaper companies in the country.  And we have made
great strides to reduce costs as we made investments into online
and other new products and revenue streams," stated Michael C.
Bush, president and chief executive officer.  "The only problem we
have not been able to fix is our balance sheet, which was not
predicated on either a severe recession or substantial reduction
in newspaper valuations.  With the support of our senior lenders,
we have voluntarily entered Chapter 11 as the most expeditious way
to achieve the kind of balance sheet we will need for future
growth.  Once we have successfully delevered the company, we will
seek new opportunities to grow Heartland in current and new
markets."

Mr. Bush stated, "We are asking the Court to approve immediately
the continuation of all employee and customer programs and certain
key vendor initiatives.  Most important, we will continue to
participate in and serve our communities as we have in the past.
Our readers, advertisers, and other business associates will see
no change in our day-to-day operations."

Under the Company's pre-negotiated Plan of Reorganization, which
will be filed in the next week, $70 million of existing first-lien
debt would be exchanged into two term loans of $60 million and
$10 million, respectively, plus an additional $2 million revolving
credit facility.  In addition, the first-lien lenders would be
entitled to approximately 90% of the equity in the reorganized
company before dilution for certain warrants and other equity
instruments contemplated for other stakeholders.  Holders of
second-lien claims would receive no distribution if they reject
the Plan.

The Plan also calls for the full satisfaction of general unsecured
claims.

Mr. Bush credited the Company's nearly 800 full-time and part-time
employees "who have worked so hard to provide newspapers that meet
the needs of their reading audiences.  We can take pride in
consistently offering the best in news, advertising, and
entertainment for our local communities.  There are no operational
changes, including layoffs, planned as a result of the filing.  We
will continue to manage the bottom line carefully as well as
continue our ongoing program to consolidate back-office functions
into our operating hubs.  When the restructuring is completed in a
few months, we will have the right foundation for our company's
future growth."

The Company is being advised by Young, Conaway, Stargatt and
Taylor LLP as legal counsel; and Duff & Phelps Securities, LLC, as
financial advisors.

Headquartered in Clinton, Connecticut, Heartland Publications, LLC
-- http://www.heartlandpublications.com/-- operates 50 paid-
circulation newspapers and numerous free or controlled
distribution products in Georgia, Kentucky, North and South
Carolina, Ohio, Oklahoma, Tennessee, Virginia and West Virginia.
The Company reaches more than 250,000 print subscribers each month
and many others via interactive Web sites.  The Company operates
50 paid-circulation newspapers and numerous free or controlled
distribution products in nine states.

Heartland Publications and its units filed for Chapter 11 on
Dec. 21 (Bankr. D. Del. Case No. 09-14459).  The petition listed
assets of $134 million against debt totaling $166 million.


HONOLULU SYMPHONY: Files Chapter 11 Amid Decline in Donations
-------------------------------------------------------------
Honolulu Symphony orchestra filed for Chapter 11 on Dec. 18 in its
hometown (Bankr. D. Hawaii Case No. 09-02978), saying assets are
less than $500,000 while debt exceeds $1 million.
Bill Rochelle at Bloomberg reports the the symphony blamed the
filing on a decline in donations which left the orchestra unable
to cover costs, since ticket sales represent only 30% of the
budget.  The symphony said it would use Chapter 11 to reorganize
fundraising activities.  According to UPI.com, Honolulu Symphony
said it is terminating 19 of its administrative employees.


IMAGE ENTERTAINMENT: Gets Nasdaq Staff Determination on Delisting
-----------------------------------------------------------------
Image Entertainment, Inc., received a Nasdaq Staff Determination
Letter from the staff of the Nasdaq Stock Market Listing
Qualifications Department on December 15, 2009.  The Letter
indicated that the Company had not regained compliance in
accordance with Listing Rule 5810(c)(3)(D) with the minimum market
value of publicly held shares requirement for continued listing
set forth in Listing Rule 5450(b)(2)(C) by December 14, 2009 in
accordance with the Nasdaq Staff Deficiency Letter previously
issued on September 15, 2009.  The Letter further indicated that,
unless the Company requests a hearing to appeal the Staff's
determination by December 22, 2009, trading of the Company's
common stock will be suspended from The Nasdaq Stock Market
effective at the opening of business on December 24, 2009 and a
Form 25-NSE will be filed with the Securities and Exchange
Commission that will remove the Company's common stock from
listing and registration on Nasdaq.

The Company currently intends to request a hearing before a Nasdaq
Hearings Panel to appeal the Staff's delisting determination on or
before December 22, 2009.  A hearing would stay the suspension of
the Company's common stock and the filing of the Form 25-NSE
pending the issuance of the Panel's written decision.
Accordingly, so long as the Company requests a hearing by the
deadline the Company's common stock is expected to continue to be
listed on The Nasdaq Global Market pending the conclusion of the
appeal process.  There can be no assurance that the Panel will
grant the Company's request for continued listing.

                  About Image Entertainment

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

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


IMPERIAL CAPITAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Imperial Capital Bancorp, Inc.
        888 Prospect Street,, Suite 110
        La Jolla, CA 92037

Bankruptcy Case No.: 09-19431

Chapter 11 Petition Date: December 18, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Gregory K. Jones, Esq.
                  Stutman, Treister & Glatt, P.C.
                  1901 Avenue of the Stars, 12th floor
                  Los Angeles, CA 90067
                  Tel: (310) 228-5600
                  Email: gjones@stutman.com

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

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

The petition was signed by Joseph W. Kiley III, the company's
chief executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
ITLA Capital Statutory     Junior Subordinated    $26,863,689
Trust V                    Deferrable Interest
                           Debentures Due 2032

Trapeza CDO I, LLC         Junior Subordinated    $21,973,391
                           Deferrable Interest
                           Debentures Due 2032

ITLA Capital Statutory     Junior Subordinated    $17,606,537
Trust II                   Deferrable Interest
                           Debentures Due 2031

ITLA Capital Statutory     Junior Subordinated    $16,461,615
Trust I                    Deferrable Interest
                           Debentures Due 2030

Trapeza CDO II, LLC        Junior Subordinated    $10,932,793
                           Deferrable Interest
                           Debentures Due 2032

George W. Haligowski       Deferred Compensation  $4,663,672

George W. Haligowski       Salary Continuation    $2,912,998
                           Plan

Brian Benson               Deferred Compensation  $94,177

David Hunt                 Deferred Compensation  $86,781

Timothy M. Doyle           Deferred Compensation  $53,133

Silver Freedman & Taff LLP Legal Services         $50,000

Sidley & Austin LLP        Legal Services         $50,000

Scott Wallace              Deferred Compensation  $43,802

American Express, Inc.     Corporate Credit Card- $30,000
                           Business Travel Expenses

Charles E. Kohl            Deferred Compensation  $22,367

Squar, Milner, Peterson,   Accounting and         $25,000
Miranda & Williamson, LLP  Auditing Services

KPMG                       Accounting and         $20,000
                           Auditing Services

Ernst & Young              Accounting and         $20,000
                           Auditing Services

San Diego Gas & Electric   Utility Services       $10,000

Rosemary E. Lennon         Deferred Compensation  $6,557


INTERNATIONAL LEASE: Moody's Cuts Senior Unsecured Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of International Lease Finance Corporation to B1 from Baa3 and its
short-term rating to Not Prime from Prime-3.  The outlook for the
ratings is negative.  This concludes Moody's review of ILFC's
ratings first initiated on July 31, 2009.

The downgrade reflects Moody's view that support from ILFC's
parent, American International Group Inc., has diminished both in
terms of quality and duration.  As a result, with this rating
action the rating uplift from ILFC's stand-alone credit profile
attributed to AIG support is reduced from multiple notches to one
notch.  Moody's views ILFC's stand-alone credit profile as
consistent with a mid-B rating, driven primarily by liquidity
constraints.

The duration of AIG's support of ILFC is relatively certain
through November 2010, given AIG's statements to this effect in
its financial filings with the SEC.  Moody's views AIG's near-term
support as a critical bridge that reduces the risks associated
with ILFC's efforts to address short-term liquidity issues and
transition towards a more stable funding profile.  However,
Moody's believes longer-term support from AIG is less certain
because of ILFC's diminished strategic importance to AIG.

In Moody's view, the quality of AIG's support of ILFC has
weakened.  As a reflection of this, Moody's anticipates that ILFC
will likely need to record losses as it sells aircraft assets to
generate cash to service debt maturities, in lieu of injections
from AIG.  In contrast, previous to the onset of financial stress
at AIG, Moody's believes that AIG would have supported ILFC,
avoiding such losses.

"We think AIG's support mitigates potentially more severe near-
term illiquidity at ILFC while the firm tackles coming debt
maturities," said Moody's senior analyst Mark Wasden.  "ILFC needs
to transition to funding that is better matched to its asset
profile, and it will need AIG's support to accomplish this,"
Wasden added.

Moody's said that ILFC's rating also reflects its weakened credit
profile and inadequate funding structure, resulting from the
mismatch between the maturity profile of the firm's assets and
liabilities.  ILFC has significant debt maturities over the next
few years that exceed its traditional liquidity resources.  The
firm is currently unable to economically issue unsecured debt,
traditionally the backbone of its funding, in volumes sufficient
to refinance maturating debt.  Additionally, ILFC has no un-drawn
capacity under its bank facilities.

Moody's expects that ILFC will pursue liquidity actions over the
next several quarters to address its funding mismatch, including
issuing secured debt and selling some assets.  Though necessary,
Moody's believes these actions will ultimately reduce ILFC's
financial and operational flexibility.  Additionally, these
actions carry significant execution risk, which constrains the
firm's ratings.

Moody's believes ILFC's franchise strengths are supportive of its
efforts to repair its funding profile.  ILFC's position as a
leading player in the aircraft leasing industry has provided it
with near-unrivaled purchasing power with Boeing and Airbus and
access to global air carriers.  The firm's fleet is comprised of
high quality, relatively young and in-demand aircraft that have on
average suffered less deterioration in value than older vintage
aircraft.  In addition, Moody's expects that ILFC's operating cash
flow will hold up well even after incorporating cyclical pressures
on lease rates and utilization.  ILFC will take delivery of fewer
new aircraft over the next few years, which reduces the burden on
the company's cash resources and its order book in later years
includes new aircraft such as Boeing's 787 that should preserve
its reputation as a provider of the most sought-after aircraft to
the global airline industry.

However, while ILFC's size and market presence are strategic
strengths, they are also fundamental weaknesses.  ILFC is exposed
to very large and ongoing funding requirements that may not be
fully accommodated during periods of market contraction.  In
Moody's view, ILFC is unlikely in the foreseeable future to have
the level of financial flexibility and access to unsecured debt
that it previously had under ownership by a stronger AIG.

Moody's noted that ILFC's current liquidity initiatives could
result in a decrease in the firm's leverage over the next few
years.  An improved capital cushion could aid the firm's efforts
to re-engage debt investors.  However, uncertainty regarding the
firm's eventual ownership works against its efforts to attract new
capital and is a factor in the rating analysis.  Additionally, it
is unclear whether a low leverage strategy will generate
sufficient returns to attract equity capital to effect a
transition of ownership of the firm.

If ILFC's actions to repair its liquidity profile and access new
capital sources are successful, while also preserving key
franchise strengths and generating attractive returns, the firm's
stand-alone credit profile could improve.  ILFC's ratings will
also incorporate the effects of any change in ownership, including
any support provided by a new owner.

The outlook for ILFC's long-term ratings is negative, reflecting
the substantial execution risks associated with the firm's
liquidity initiatives in an as-yet unstable funding and operating
environment.  The negative outlook also recognizes the probable
negative pressures on ILFC's revenues and expenses associated with
the economic downturn, and its effects on the firm's airline
customers.  A stable outlook could follow if ILFC makes meaningful
progress towards a stabilization of its liquidity profile and
operating conditions improve.

Ratings affected by the action include:

International Lease Finance Corp.:

  -- Senior Unsecured: to B1 from Baa3
  -- Short-term: to Not Prime from Prime-3
  -- Preferred Stock: to B3 from Ba2

ILFC E-Capital Trust I:

  -- Preferred Stock: to B3 from Ba2

ILFC E-Capital Trust II:

  -- Preferred Stock: to B3 from Ba2

In its last rating action, on July 31, 2009, Moody's downgraded
ILFC's senior unsecured rating to Baa3 from Baa2 and its short-
term rating to Prime-3 from Prime-2 and placed ILFC's ratings on
review for further possible downgrade.

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.


INTERSTATE HOTELS: Joint Venture Cues Moody's Rating Reviews
------------------------------------------------------------
Moody's Investors Service placed Interstate Hotels & Resorts,
Inc., and Interstate Operating, LP., ratings under review
direction uncertain.

This rating action reflects the announcement that Interstate has
agreed to be acquired by a 50/50 joint venture between
subsidiaries of Thayer Lodging Group and Jin Jiang Hotels.  All
outstanding common stock and OP units of Interstate will be
acquired for $2.25 per share, in an all cash transaction valued at
$307 million.  Interstate's lenders have approved the transaction
subject to certain pay downs at closing on its senior secured
credit facility and on one of its non-recourse mortgage loans.
The transaction is not contingent upon obtaining any additional
financing.

During its review, Moody's will closely monitor the impact this
pending acquisition will have on Interstate's ultimate capital
structure, operating strategy, management composition and security
for its senior secured credit facility.  Moody's will adjust
Interstate's rating and outlook as appropriate when the
transaction is closed.

These ratings were placed under review direction uncertain

* Interstate Hotels & Resorts, Inc. -- corporate family rating at
  Caa1

* Interstate Operating Company, L.P. -- senior secured debt at
  Caa1

Moody's last rating action with respect to Interstate was on
July 15, 2009, when Moody's confirmed Interstate's ratings at Caa1
and placed the ratings on negative outlook, concluding Moody's
previous review.

Interstate Hotels & Resorts is based in Arlington, Virginia, USA
and has ownership interests in 56 hotels and resorts, including
seven wholly-owned assets.  Together with these properties, the
company and its affiliates manage a total of 224 hospitality
properties with over 45,000 rooms in 37 states, the District of
Columbia, Russia, Mexico, Belgium, Canada and Ireland.


ION MEDIA: Says It Has Emerged from Chapter 11
----------------------------------------------
ION Media Networks, Inc., owner and operator of the ION
Television, qubo, and ION Life broadcast networks, on December 21
announced that it has successfully completed its financial
restructuring.  The Company also announced that it has received
all necessary approvals from the Federal Communications Commission
for the ownership change pursuant to its plan of reorganization.

"We are pleased about completing our financial restructuring so
smoothly and appreciate the support of our stakeholders and
employees".

According to the Company, in a brief and seamless restructuring
process, it was able to eliminate over $2.7 billion in legacy debt
and preferred stock claims.  ION emerges debt-free and with equity
growth funding from its owners, which include Avenue Capital,
Black Diamond Capital, and Trilogy Capital as the three largest
holders backing the company's plan.

"We are pleased about completing our financial restructuring so
smoothly and appreciate the support of our stakeholders and
employees," said Brandon Burgess, ION's chairman and chief
executive officer.  "Emerging debt-free with $150 million in
growth funding will allow us to further build our TV content
brands, as well as develop the value of our digital spectrum and
technology assets."

ION's Fourth Modified Joint Plan of Reorganization was confirmed
by the United States Bankruptcy Court for the Southern District of
New York on December 3, 2009.

Kirkland & Ellis LLP is serving as legal counsel to ION and Moelis
& Company LLC is serving as financial advisor in connection with
the restructuring.

                     About Ion Media Networks

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

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

In November 2009, U.S. Bankruptcy Judge James Peck entered a 30-
page memorandum decision confirming ION Media Networks, Inc.'s
Chapter 11 plan of reorganization.

At the behest of Cyrus Capital Partners, the United States Court
of Appeals for the Second Circuit on Dec. 17 stayed the U.S.
Bankruptcy Court's recent decision to approve the Chapter 11
bankruptcy reorganization plan of ION Media.  Cyrus Capital
Partners, which appealed the U.S. Bankruptcy Court's decision,
said it expects a court date in January to hear its appeal.
Cyrus, an ION Media Networks creditor, challenged the Bankruptcy
Court's decision to deny it the legal standing to object to ION's
plan of reorganization.


JAMES LEE NICKESON: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: James Lee Nickeson
        44554 106th St.
        Veblen, SD 57270

Bankruptcy Case No.: 09-10263

Chapter 11 Petition Date: December 3, 2009

Court: United States Bankruptcy Court
       District of South Dakota (Northern (Aberdeen)

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Curt R. Ewinger, Esq.
                  PO Box 96
                  Aberdeen, SD 57402-0096
                  Tel: (605) 225-9594
                  Email: rer@ewingerlaw.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 12 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/sdb09-10263.pdf

The petition was signed by Mr. Nickeson.


JAMES SHANNON: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: James G. Shannon, Jr.
        299 Racehorse Road
        Sylvania, GA 30467

Bankruptcy Case No.: 09-61153

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Statesboro)

Debtor's Counsel: H. Lehman Franklin, Jr., Esq.
                  P.O. Box 964
                  Statesboro, GA 30459
                  Tel: (912) 764-9616
                  Fax: (912) 764-8789
                  Email: hlfpcbankruptcy@hotmail.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 8 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/gasb09-61153.pdf

The petition was signed by James G. Shannon, Jr.


JARDEN CORPORATION: Mapa Spontex Deal Won't Move Moody's B1 Rating
------------------------------------------------------------------
Moody's says Jarden's recent announcement to buy the Mapa Spontex
Baby Care and Home Care businesses of Total SA does not have any
immediate impact on its SGL 2 liquidity rating, B1 corporate
family rating or positive outlook.

The last rating action was on November 10, 2009, where Moody's
revised the rating outlook to positive from stable and affirmed
all ratings.

Jarden Corporation is a manufacturer and distributor of niche
consumer products used in and around the home.


JOSEPH ROBERT: Sec. 341 Creditors Meeting Set for Jan. 27
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Joseph
Robert Gilchrist's creditors on January 27, 2010, at 11:00 a.m. at
220 W. Garden Street, Suite 700, Pensacola, FL 32502.

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.

Pensacola, Florida-based Joseph Robert Gilchrist -- aka Joseph R.
Gilchrist and Joe Gilchrist -- filed for Chapter 11 bankruptcy
protection on December 14, 2009 (Bankr. N.D. Fla. Case No. 09-
32501).  John E. Venn, Esq., who has an office in Pensacola,
Florida, assists the Debtor in his restructuring effort.  The
Debtor listed $10,000,001 to $50,000,000 in assets and $10,000,001
to $50,000,000 in liabilities.


KEYLIME COVE: Financial Woes Prompts Chapter 11 Filing
------------------------------------------------------
Dan Moran at Lake County News-Sun reports that KeyLime Cove of
Gurnee made a voluntary filing under Chapter 11 in the U.S.
Bankruptcy Court for the District of Delaware, listing assets of
between $50 million and $100 million, and debts of between
$100 million and $500 million.

According to the report, the Company said its financial health was
affected by the slow months experienced during vacation seasons.
The Company expects to emerge from Chapter 11 within 60 days.

KeyLime Cove of Gurnee operates a resort located in north of Grand
Avenue along Dilleys Road.


KIRKLAND HUTCHESON: Meeting of Creditors Set for January 7
----------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
in Kirkland Hutcheson, LLC's Chapter 11 case on January 7, 2010,
at 1:30 p.m.  The meeting will be held at the Jury Assembly Room,
222 N. John Q. Hammons Parkway, Springfield, Missouri.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Kirkland Hutcheson, LLC, dba Castle Rock Resort, fka Atrium Inn,
operates a lodging business.  The Company filed for Chapter 11 on
November 24, 2009 (Bankr. W.D. Mo. Case No. 09-62695).  The David
Schroeder Law Offices, PC represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


LAS VEGAS CASINO: Canaveral Port Recoups Monies to Pay Lienholders
------------------------------------------------------------------
According to Orlando Business Journal, Canaveral Port Authority
recovered about $550,000 after Las Vegas Casino LLC filed for
Chapter 11 bankruptcy and the ship was sold for $2 million, which
was used to pay the port and other lien holders.

Cape Canaveral, Florida-based Las Vegas Casino Lines LLC --
http://new.lasvegascasinolines.com/-- is a casino ship sailing
out of Port Canaveral.  The Company filed for Chapter 11
bankruptcy protection on March 24, 2009 (Bankr. M.D. Fla. Case No.
09-03690).  Raymond J. Rotella, Esq., at Kosto & Rotella PA
assists the Company in its restructuring efforts.  The Company
listed $1,000,001 to $10,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


LEAR CORP: Warrants to Buy Common Shares Become Exercisable
-----------------------------------------------------------
Lear Corporation said Monday its Warrants to purchase Common
Stock, par value $0.01 per share, issued in connection with Lear's
emergence from Chapter 11 bankruptcy proceedings, have become
exercisable.

As of December 21, 2009, Lear had 8,155,353 Warrants outstanding.
The Warrants are exercisable on a one-for-one basis for an
aggregate of up to 8,155,353 shares of Lear Common Stock at an
exercise price of $0.01 per share of Common Stock. The Warrants
expire at 5:00 p.m. New York City Time on November 9, 2014.

Holders may exercise the Warrants by delivering a notice of
election to exercise the Warrants to Mellon Investor Services, as
Warrant Agent, in accordance with the procedures set forth in the
Warrant Agreement, dated November 9, 2009. Questions regarding the
exercise of the Warrants may be directed to the Warrant Agent at
1-800-777-3674.

                          About Lear Corp.

Southfield, Michigan-based Lear Corporation (NYSE: LEA) --
http://www.lear.com/-- is one of the world's leading suppliers of
automotive seating systems and electrical distribution and power
management systems.  The Company's world-class products are
designed, engineered and manufactured by a diverse team of
approximately 75,000 employees at 205 facilities in 36 countries.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, served as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP was engaged as CCAA
counsel.  Bodman LLP was hired as special Michigan counsel.
Winston & Strawn LLP and Brooks Kushman P.C. were been tapped as
special counsel.  Alvarez & Marsal North America, LLC, served as
the Debtors' restructuring advisors.  Ernst & Young LLP acted as
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC served as the Debtors' claims and notice agent.
Simpson Thacher & Bartlett LLP represented JP Morgan, as
administrative agent for senior secured lenders and DIP lenders.

Lear emerged from Chapter 11 on November 9.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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

                           *     *     *

As reported by the Troubled Company Reporter on November 17, 2009,
Standard & Poor's Ratings Services assigned Lear Corp. a 'B'
corporate credit rating.  The outlook is stable.  S&P also
assigned a 'BB-' issue rating (two notches above the corporate
credit rating) and '1' recovery rating to the new company's
proposed $400 million, first-lien exit facility; and a 'BB-' issue
rating and '1' recovery rating to the new company's proposed $550
million, second-lien term loan facility.  Lear has total balance
sheet debt of approximately $996 million, a reduction of more than
75% from pre-bankruptcy levels, S&P noted.


LIFEMASTERS SUPPORTED: Completes Ch. 11 Sale of Assets to StayWell
------------------------------------------------------------------
LifeMasters Supported SelfCare, Inc., 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.

"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.

StayWell Health Management 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.  Founded in 1978, StayWell
Health Management is a MediMedia USA Company headquartered in St.
Paul, Minn. The company has 350 employees.  StayWell's programs
and publications help improve the lives of more than 50 million
people each year.

Irvine, California-based LifeMasters Supported SelfCare, Inc. --
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.


LIVE CURRENT: Reports $726,000 Net Income in Q3 2009
----------------------------------------------------
Live Current Media Inc. reported consolidated net income of
$726,464 on total sales of $1,757,736 for the three months ended
September 30, 2009, compared with a consolidated net loss of
$3,256,764 on total sales of $1,954,684 for the same period of
2008.

Although total revenues were down 10% from the same period last
year, gross profit was up by 63% compared to the same period last
year.  Total operating expenses decreased by 66% to $1.2 million
compared to $3.56 million in Q3 2008.

The Company sold 4 non-core domain names during the quarter for a
gain of $1.1 million not including the sale of cricket.com.  The
Company recognized only $41,667 related to the cricket.com sale
during the period.  There was no comparable gain during the 2008
quarter.

                       Nine Months Results

The Company reported a consolidated net loss of $1,605,375 on
total sales of $5,215,023 for the nine months ended September 30,
2009, compared with a net loss of $7,495,165 on total sales of
$5,738,616 for the same period last year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $5,776,738 in total assets, $3,835,260 in total
liabilities, and $1,941,478 in total shareholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,694,945 in total current
assets available to pay $3,526,208 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4c04

                       Going Concern Doubt

The Company has generated consolidated net income of $703,127 and
realized a negative cash flow from operating activities of
$886,966 for the three months ended September 30, 2009.  It has
generated a consolidated net loss of $1,617,760 and realized a
negative cash flow from operating activities of $3,405,744 for the
nine months ended September 30, 2009.  At September 30, 2009,
there is an accumulated deficit of $14,373,893 and a working
capital deficiency of $1,831,263 at December 31, 2008.

"The Company's ability to continue as a going-concern is in
substantial doubt as it is dependent on the continued financial
support from its investors, the ability of the Company to raise
equity financing and the attainment of profitable operations and
further share issuances to meet the Company's liabilities as they
become payable."

                     About Live Current

Live Current Media Inc. (OTC BB: LIVC) --
http://www.livecurrent.com/-- builds, owns and operates some of
the most powerful and engaging content and commerce destinations
on the Internet, including http://www.perfume.com/ Through
subject-specific DestinationHubs(TM), Live Current properties
connect people to each other and to the information, brands, and
products they are passionate about.  Live Current has headquarters
in Vancouver, Canada with a location in Seattle, Washington.


LUNA INNOVATIONS: Could Exit from Bankruptcy as Early as Jan. 12
----------------------------------------------------------------
Luna Innovations Incorporated disclosed that a bankruptcy court
hearing has been set for January 12, 2010, to decide whether to
confirm Luna's Plan of Reorganization and allow Luna to emerge
from bankruptcy.  If the court confirms Luna's Plan, Luna could
emerge from bankruptcy as early as January 12 or 13.  Under the
Plan, Luna proposes to pay 100% of its due and payable valid
claims, and Luna stockholders will retain their shares of Luna's
Common Stock.  As previously announced, the Plan also includes the
settlement of Luna's dispute with Hansen Medical, Inc., which is
subject to various conditions.

The bankruptcy court decided to combine the hearing on approval of
Luna's Disclosure Statement with the hearing on confirmation of
the Plan, for the purpose of accelerating Luna's reorganization
process.  Further information on the court process can be found at
http://chapter11.epiqsystems.com/under Luna Innovations.

As previously announced, in September 2009, a NASDAQ Listing
Qualifications Panel granted Luna's request for continued listing
on The NASDAQ Stock Market subject to the requirement that Luna
demonstrate compliance with all applicable requirements for
initial listing on The NASDAQ Capital Market by December 31, 2009,
among other requirements.  Luna has requested that the Panel grant
it a further extension through January 13, 2010, so as to afford
Luna the opportunity to emerge from bankruptcy and demonstrate
compliance with all applicable listing requirements.  There can be
no assurances, however, that the Panel will grant Luna's request
for additional time to emerge from bankruptcy or that Luna will
timely achieve compliance with the applicable listing requirements
for The NASDAQ Capital Market.

                    About Luna Innovations

Headquartered in Roanoke, Virginia, Luna Innovations Inc.
(NASDAQ:LUNA) -- http://www.lunainnovations.com/-- is focused on
sensing and instrumentation, and pharmaceutical nanomedicines.
Luna develops and manufactures new-generation products for the
healthcare, telecommunications, energy and defense markets.
Luna's products are used to measure, monitor, protect and improve
critical processes in the markets it serves.

Luna Innovations in July 2009 filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Western District of Virginia.


MAJESTIC STAR: U.S. Trustee Appoints 5-Member Creditors Panel
-------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases of The Majestic Star Casino, LLC, and its
debtor-affiliates.

The Creditors Committee members are:

1. Law Debenture Trust Company of New York
   Attn: Anthony Bocchino
   400 Madison Ave., 47th Floor
   New York, NY 10017
   Tel: (212) 750-6474
   Fax: (212) 750-1361

2. Newport Global Advisors
   Attn: Ryan Langdon
   21 Waterway Ave., No. 150
   The Woodlands, TX 77380
   Tel: (713) 559-7400

3. Brigade Leveraged Capital Structures Master Fund Ltd.
   Attn: Carney Hawks
   399 Park Ave., 16th Floor
   New York, NY 10022
   Tel: (212) 745-9745
   Fax: (212) 745-9701

4. Ore Hill Partners LLC
   Attn: Claude A. Baum
   650 Fifth Ave., 9th Floor
   New York, NY 10019
   Tel: (212) 389-2333
   Fax: (212) 381-1932

5. Wilmington Trust Company
   Attn: Patrick J. Healy
   Rodney Square North
   1100 North Market Street
   Wilmington, DE 19801
   Tel: (302) 636-6391
   Fax: (302) 636-4149

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

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nevada.  It is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Indiana on June 7,
1996.  The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company filed for Chapter 11 bankruptcy protection on
November 23, 2009 (Bankr. D. Delaware Case No. 09-14136).

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million, resulting in a members' deficit of
$343.13 million.  When it filed for bankruptcy, the Company listed
$100,000,001 to $500,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.


MAJESTIC STAR: Gets Final Approval for Cash Collateral Use
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Majestic Star Casino
LLC received from the Bankruptcy Court final authorization to use
cash representing collateral for secured lenders.

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nevada.  It is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Indiana on June 7,
1996.  The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company filed for Chapter 11 bankruptcy protection on
November 23, 2009 (Bankr. D. Delaware Case No. 09-14136).

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company listed
up to $500 million in assets and up to $1 billion in debts.


MISS SHELLEY'S UPWARD: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Miss Shelley's Upward Prep., Inc.
        66 Nassau Road
        Roosevelt, NY 11575

Bankruptcy Case No.: 09-79311

Chapter 11 Petition Date: December 3, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Scott Markowitz, Esq.
                  Tarter Krinsky & Drogin LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: (212) 216-8001
                  Email: smarkowitz@tarterkrinsky.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/nyeb09-79311.pdf

The petition was signed by Shelley Williams, president of the
company.


MULTIPLAN INC: Viant Merger Deal Cues S&P to Withdraw 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B+'
issue-level rating and '3' recovery rating on MultiPlan's planned
$315 million senior secured incremental term loan (due April
2013).

"We withdrew the rating following the news that MultiPlan's
acquisition of Viant Holdings Inc. will not receive regulatory
approval by year-end."  The delay in financing is occurring
despite MultiPlan having already received sufficient consents and
lender commitments to fund its planned incremental term loan.  If
MultiPlan resumes the debt-issuance process under the same terms,
S&P expects to re-assign the issue-level and recovery ratings on
the loan.

The ratings on Viant remain on CreditWatch with positive
implications, indicating that the acquisition could still receive
regulatory approval over the next 90 days.


NATCHEZ REGIONAL: Steps Out of Bankruptcy After Court Okayed Plan
-----------------------------------------------------------------
Emily Ham at The Natchez Democrat says Nathcez Regional Medical
Center is out of bankruptcy after a court approved its plan, which
all unsecured creditors owed $5,000 will be paid in full in
January.

The hospital will begin its equal payments to creditors for a 24-
month period by Oct. 1, 2010, and creditors will have received
about $3.5 million including interest by Sept. 30, 2012.

Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou.  The hospital is owned by Adams County.

The Debtor filed a petition for Chapter 9 on Feb. 12, 2009 (Bankr.
S.D. Miss. Case No. 09-00477).  Eileen N. Shaffer, Esq.,
represents the Debtor as counsel.  The Debtor listed total assets
of between $10 million and $50 million, and total debts of between
$10 million and $50 million.


NEENAH PAPER: S&P Changes Outlook to Stable; Affirms 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Alpharetta, Georgia-based Neenah Paper Inc. to stable from
negative.  At the same time, S&P affirmed its ratings on the
company, including the 'B+' corporate credit rating.

"The outlook revision reflects S&P's assessment that Neenah's
operating performance will likely improve during the next few
quarters because of a recovery in market demand as a result of
better economic conditions, which should lead to higher volumes
and pricing," said Standard & Poor's credit analyst Andy Sookram.
As a result, S&P expects credit measures to improve during this
period to a level that, in S&P's opinion, would be considered
appropriate for the current 'B+' rating.  Specifically, S&P
expects operating margins (before depreciation and amortization)
to be above 10% due to stronger demand as well as cost savings.
Furthermore, S&P thinks the company will continue to use its free
cash flow to repay debt; thus improving total adjusted leverage to
about 5x and EBITDA coverage of interest to more than 3x by the
end of 2010.  S&P also believe that the company will maintain
sufficient liquidity for the ratings due to higher earnings,
$50 million of availability under its revolving credit facility,
and minimal debt maturities given the recent refinancing of its
revolving credit facility.

S&P believes that better market conditions will likely result in
increased volumes and pricing in 2010, leading to an improvement
in Neenah's operating performance.  The rating and outlook
incorporate S&P's expectation that market conditions will likely
remain favorable for the next few quarters and the company will
generate higher earnings, resulting in improved credit measures.
Specifically, S&P believes debt to EBITDA will be reduced to about
5x in 2010 as the company utilizes its free cash flow to reduce
debt.  S&P could take a negative rating action if the company is
not able to strengthen its operating performance and credit
measures as expected.  Specifically, S&P could take such an action
if debt to EBITDA were to remain higher than 5.5x on a sustained
basis because of a decline in market conditions or a significant
increase in input costs without corresponding sales price
increases.  S&P could take a positive rating action if the
company's credit metrics show meaningful improvement,
specifically, operating margins in excess of 13% and debt to
EBITDA of less than 4x on a sustained basis.  This could occur if
the company is able to sell its timberlands and use the proceeds
to reduce debt.


NEW YORK RACING: To Run Out of Money By Next Summer
---------------------------------------------------
Stephen Geffon at Queens Chronicle says the New York Racing
Association may run out of money by next summer if the state does
not select a bidder to construct and operate the Aqueduct video
lottery terminals.

NYRA president Charles Hayward blamed the 10% decline in wagering
at Aqueduct this year for NYRA's running out of cash, Mr. Geffon
notes.  Mr. Hayward said half of the $30 million from the state to
keep it operating until the Aqueduct's VLT became operation has
been depleted, he notes.

                           About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The Company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.

When the Debtor sought protection from its creditors, it listed
assets of $153 million and debts of $310 million.


NIKISKI PARTNERS: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nikiski Partners, Ltd.
        25025 I-45 North, Suite 420
        The Woodlands, TX 77387-8727

Bankruptcy Case No.: 09-39332

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: William Alfred Wood, III, Esq.
                  Bracewell & Giuliani LLP
                  711 Louisiana St, Ste 2300
                  Houston, TX 77002-2781
                  Tel: (713) 223-2300
                  Fax: (713) 221-2124
                  Email: Trey.Wood@bracewellgiuliani.com

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

Estimated Debts: $0 to $50,000

The petition was signed by Philippe E. Mulacek.

Debtor's List of 2 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
The Advisors Group         Trade Debt             $5,401
Attn: John Russell

Dale A. Dossey             Trade Debt             $350


NORTEL NETWORKS: Canada Employee Claims Deadline Moved to Jan. 31
-----------------------------------------------------------------
The Ontario Superior Court of Justice extended to January 31,
2010, the deadline by which former Nortel employees must file
their applications for payment of claims against Nortel Networks
Corporation and its four Canadian affiliates.

Former Nortel employees who are in financial constraints due to
illness and ineligibility for pension or employment insurance
benefits are entitled to apply for immediate payment of their
claims.  A mechanism for immediate payment of those claims was
approved by the Canadian Court on July 30, 2009.

Ernst & Young Inc., the firm appointed to monitor the assets of
NNC and its affiliates, disclosed in its 32nd Monitor Report that
it has received 28 applications for payment as of November 30,
2009.

Eleven claims, totaling $80,818, had been accepted.  The payments
range from $1,080 to $12,100, some of which were made by
installments.  As of November 30, 2009, a total of $55,418 had
been paid to the claimants, according to the Monitor Report.

Meanwhile, 16 applications have not yet been approved as of
November 30, 2009, either because of (i) the existence of family
income, (ii) medical costs that did not meet the criteria
outlined in the eligibility requirements, or (iii) the applicant
is not a resident in Canada.  One recently received application
is still being determined for approval or rejection.

Applicants whose claims were rejected in whole or in part were
advised to contact Ernst & Young either to appeal or to inform
the firm of any changes in their circumstances.  As of Nov. 30,
2009, four appeals have been received by Ernst & Young.  The
appeals received subsequent to September 25, 2009, were of
previously appealed awards.  An additional $2,500 was awarded in
the Appeals, the Monitor Report noted.

                      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 the Company's 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 Jan. 29 Extension of Stay Period Under CCAA
-----------------------------------------------------------------
Nortel Networks Corporation and its principal operating subsidiary
Nortel Networks Limited and its other Canadian subsidiaries that
filed for creditor protection under the Companies' Creditors
Arrangement Act have obtained an order from the Ontario Superior
Court of Justice further extending, to January 29, 2010, the stay
of proceedings that was previously granted by the Canadian Court.
The purpose of the stay of proceedings is to provide stability to
the Nortel companies to finalize funding arrangements and continue
with their divestiture and other restructuring efforts.

                    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 John Ray as Principal Officer
-------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ John Ray as their principal officer effective December 7,
2009.

Andrew Remming, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in
Wilmington, Delaware, asserts that the employment of a principal
officer in the Debtors' cases would "help ensure that critical
management functions related to the Debtors' bankruptcy cases and
sale processes are effectively discharged."

The role of Mr. Ray as principal officer is critical to the
Debtors' efforts to support and defend the Debtors' interests
among the various constituencies, to maximize recoveries for
creditors of the Debtors as well as to market and sell their
remaining businesses and assets, Mr. Remming says in court
papers.

Mr. Ray is the senior managing director of Illinois-based Avidity
Partners LLC.  He served as chief administrative officer and
general counsel of Fruit of the Loom from 1998 to 2002, and as
president of Enron Corp. from 2005 to 2009.

As principal officer to the Debtors, Mr. Ray will be tasked to:

  (1) direct and oversee the winding up of the businesses of the
      Debtors and review and guide their interaction with other
      Nortel entities and businesses;

  (2) support and defend the interests of the Debtors' estates
      and their creditors on issues, including purchase price
      and cost allocation, repatriation of cash, cost
      reductions, transition services and related pricing,
      claims resolution, inter-estate disputes between the
      Debtors or among the Debtors and the various Nortel
      entities, compensation, auditing and other administrative
      functions, and any other issues that may affect recoveries
      to creditors of the Debtors' estates;

  (3) receive periodic reports from operational management on
      the provision of transition services and the winding down
      of the Nortel businesses;

  (4) work with all constituents to develop and implement plans
      to monetize remaining assets, strategies to wind down
      Nortel businesses, plans of liquidation or reorganization;

  (5) interact and consult as appropriate with Nortel employees,
      Ernst & Young Inc., the joint administrators, the
      Official Committee of Unsecured Creditors, an ad hoc group
      of bondholders which holds claims against the Debtors,
      and their advisors; and

  (6) meet with and provide periodic reports to the Board of
      Directors of NNI, the Creditors Committee, the steering
      committee of the bondholders' group and the Court.

Mr. Ray will be paid $450 per hour for his services and will be
reimbursed of expenses he incurred in connection with his
employment.

In a statement filed with the Court, Mr. Ray declared that he and
his firm do not hold interests adverse to the Debtors and that
they do not have any connection with the Debtors, their creditors
or any other party with an actual or potential interest in these
Chapter 11 cases.

                      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 the Company's 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: Seeks Determination of Sun Life Funds Ownership
----------------------------------------------------------------
Nortel Networks Ltd. and four of its Canadian affiliates seek
directions from the Ontario Superior Court of Justice Commercial
List on the determination of the legal ownership of certain funds
held by Sun Life Assurance Company of Canada.

The CCAA Applicants' request was made upon consultation with
Koskie Minsky and Ernst & Young LLP, the Court-approved Monitor
of the Nortel CCAA Proceedings.

Elena King, senior vice president, human resources of Nortel
Networks Corporation and Nortel Networks Limited, relates that
upon the commencement of the CCAA Proceedings, the Applicants
stopped making payments on account of unsecured claims, including
those related to a Supplementary Pension and Retirement Allowance
Plan or SPRAP.  The SPRAP was a retirement benefit plan made
available to certain invited senior officers, according to Ms.
King.

Ms. King notes that Nortel entered into a Group Annuity Contract
with Sun Life on July 3, 1980, whereby (i) Nortel would make
deposits to Sun Life annually, (ii) Sun Life agreed to maintain a
Deposit Fund, (iii) a separate account would be maintained by Sun
Life for each individual to whom a portion of a deposit had been
allocated by Nortel; and (iv) at the direction of Nortel, Sun
Life will pay Nortel all or any portion of the balance in any
participant's account by charging against that participant's
account the amount withdrawn.

Upon retirement, participants elected to have the amount in their
"account" paid to them through:

-- a life annuity, guaranteed for 10 years;
-- a term certain annuity for a specific period;
-- a lump sum payment;
-- a transfer of the Accumulated Sum to Nortel, from which
    planned withdrawals could be effected.

Where a retiree elected to have his Accumulated Sum paid into an
annuity, Sun Life used the Accumulated Sum to purchase an annuity
under Policy No. 14190.

As of the commencement of the CCAA Proceedings, nine former
Nortel employees or their surviving spouses continued to receive
payments from Nortel pursuant to the Annuity Policy.

Ms. King notes that once a participant elected to have the
Accumulated Sum transferred into an annuity, Sun Life purchased
an annuity for that value and listed Nortel as both the owner and
the beneficiary.

She further elaborates that upon the commencement of a
participant's annuity payments, Sun Life transferred scheduled
benefit payments from the annuity to Nortel.  Nortel recorded
those payments as income on its balance sheet and deposited the
funds into its general operation account.  Nortel then issued
cheques to the participant or their surviving spouse.  Nortel
treated payments to participants as deductible expenses while
participants reported those payments as income to be taxed in the
usual course.

Nortel believes it is the owner of the Annuities.  However, due
to the passage of time, some of the original documents relating
to the matter have not been located, according to Nortel.  Nortel
says it has only been able to locate one memorandum of agreement
between Nortel and one Marcelo Gumucio.  In this light, Nortel
seeks advice and direction from the Canadian Court to determine
ownership of the Annuities.

                         Other Annuities

Ms. King also revealed some information on other annuities to the
Court.

Due to some amendments made to the Income Tax Act in 1986, Nortel
established the Employee Benefit Plan for Senior Management
Canada to replace the SPRAP.  The Employee Benefit Plan provided
senior employees payments similar to the SPRAP, and upon an
employee's election at retirement, annuities were purchased by
Sun Life.  However, annuities held by Sun Life under Policy No.
14975 listed the Northern Telecom Employee Benefit Plan as the
owner and Montreal Company Trust as the trustee and the former
employees as annuitants, according to Ms. King.  "Upon
retirement, payments flowed to annuitants from Sun Life through a
trust company never once coming into Nortel's possession," she
discloses.  "As such, payments to annuitants under Policy No.
14975 have continued to flow post filing."

Ms. King also relates that Suzanne Wood of Ogilvy Renault LLP,
the Applicants' counsel, have been contacted by counsel to Edmund
Fitzgerald, a former Nortel employee.  It is noted that Sun Life
Policy No. S-0179-G list Mr. Fitzgerald as the annuitant and
Northern Telecom Inc. as owner.  Northern Telecom is predecessor
company to NNI, Nortel's principal U.S. operating subsidiary.

                      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 the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTH COUNTRY: Files Ch. 11; Famous Dave's to Buy Back Franchises
-----------------------------------------------------------------
North Country BBQ Ventures Inc., an operator of nine Famous
Dave's BBQ restaurants, filed a Chapter 11 petition in Newark, New
Jersey.

Famous Dave's of America, Inc., has entered into a "stalking
horse" asset purchase agreement pursuant to which it has agreed to
pay cash consideration of $5.0 million to acquire up to nine
Famous Dave's franchise restaurants owned by North Country BBQ
Ventures, LLC.  The agreement does not require the Company to
assume North Country's liabilities.  The asset purchase agreement
constitutes a stalking horse bid in a sale process being conducted
under Section 363 of Chapter 11 of the U.S. Bankruptcy Code.  As
such, the Company's acquisition of the North Country restaurants
remains subject to approval by United States Bankruptcy Court for
the District of New Jersey and a subsequent auction process in
which other interested buyers may submit competing bids for North
Country's assets.  It is expected that the sale process will be
completed during the first quarter of 2010 and the restaurants are
expected to remain open throughout the process.

The acquired locations would complement the 45 stores the
Minnetonka, Minnesota-based franchiser already owns, not including
132 others that are franchised.

Christopher O'Donnell, chief executive officer of Famous Dave's
stated: "When these types of opportunities become available, we
owe it to our shareholders to take a hard look at the ones that
make sense."  Mr. O'Donnell continued, "The operations at these
restaurants are good, and they have a loyal base of guests that
love our concept.  We want Famous Dave's to continue to thrive and
grow in this region, and believe that if we are the successful
bidder, our purchase of these assets, at an appropriate price
would represent a terrific opportunity to perpetuate our brand and
deliver shareholder value."

"During 2009, Famous Dave's strengthened its balance sheet by
retiring debt in excess of $10 million, and protected its
profitability in order to position the Company for continued
growth," said K. Jeffrey Dahlberg, chairman of the board of Famous
Dave's.  "We continue to look for ways to generate value for our
shareholders.  The acquisition of these restaurants should allow
us to do just that, potentially adding more than $20.0 million in
top line sales for the nine restaurants, and more importantly,
contributing to improved profitability."

                       About North Country

Based in New Providence, New Jersey, North Country is one of the
Company's largest franchisees with restaurants located in New
Jersey, New Hampshire and New York.

North Country BBQ Ventures Inc., an operator of nine Famous
Dave's BBQ restaurants, filed a Chapter 11 petition on Dec. 18
in Newark, New Jersey (Bankr. D. N.J. Case No. 09- 44194).  The
Chapter 11 petition said assets are less than $10 million while
debt exceeds $10 million.


NORTH COUNTRY: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: North Country BBQ Ventures, Inc.
          dba Famous Dave's BBQ
        571 Central Avenue, Suite 106
        New Providence, NJ 07974

Bankruptcy Case No.: 09-44194

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
North Country BBQ Ventures (Brick), LLC            09-44217
North Country BBQ Ventures (Hamilton), LLC         09-44220
North Country BBQ Ventures (Hillsborough), LLC     09-44222
North Country BBQ Ventures (Manchester), LLC       09-44227
North Country BBQ Ventures (Mountainside), LLC     09-44228
North Country BBQ Ventures (Smithtown), LLC        09-44234
North Country BBQ Ventures (Westubury), LLC        09-44235
North Country BBQ Ventures (Woodbridge), LLC       09-44237

Chapter 11 Petition Date: December 18, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Mark S. Lichtenstein, Esq.
                  Crowell & Moring
                  153 East 53rd Street
                  New York, NY 10022
                  Tel: (212) 223-4000
                  Fax: (212) 223-4134
                  Email: mlichtenstein@crowell.com

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

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

A list of the Company's 11 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/njb09-44194.pdf

The petition was signed by David Reilly, vice president and acting
chief financial officer of the company.


NTK HOLDINGS: GE Capital is Co-Lender in $250-Mil. Exit Financing
-----------------------------------------------------------------
GE Capital, Restructuring Finance is co-collateral agent in a
$250 million plan of reorganization credit facility for Nortek,
Inc., a manufacturer of residential and commercial building
products. The loan supports Nortek's pre-packaged exit from
bankruptcy and ongoing working capital needs.  GE Capital Markets
served as joint-lead arranger.

"This plan of reorganization financing is an important part of our
successful emergence from chapter 11," said Almon Hall, chief
financial officer of Nortek, Inc.  "In a tight timeframe, GE
Capital provided the know-how and liquidity we needed to
successfully complete our financial restructuring."

"Working with borrowers and their advisors, we aim to provide
businesses with the capital necessary to help them move forward,"
said Rob McMahon, managing director of GE Capital, Restructuring
Finance.  "Today's fast pace requires deep industry experience,
knowledge of the bankruptcy code and an appreciation of our
client's business."

           About GE Capital, Restructuring Finance

GE Capital, Restructuring Finance is a leading provider of senior
secured loans to distressed companies supporting Chapter 11
filings, plan-of-reorganizations and out-of-court restructurings.

                         About GE Capital

GE Capital offers consumers and businesses around the globe an
array of financial products and services.

                       About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Amends Application for Qualification of Indenture
---------------------------------------------------------------
In Form T-3 filed with the United States Securities and Exchange
Commission, Nortek, Inc., amended its applications for
qualification of indenture under the Trust Indenture Act of 1939.

Nortek Inc.'s 11% Senior Secured Notes due 2013 to be issued
under the indenture to be qualified will be offered to holders of
the Company's 10% Senior Secured Notes due 2013 pursuant to the
terms of the plan of reorganization of NTK Holdings, Inc., and its
debtor subsidiaries, including the Nortek, Inc., under the
Bankruptcy Code.

The Plan of Reorganization will become effective on the date on
which all conditions to consummation of the Plan of
Reorganization have been satisfied or waived.

The New Notes are being offered in exchange for all outstanding
Old Notes at the exchange ratio of approximately $1,000 principal
amount of the New Notes for each $1,000 principal amount of the
Old Notes.

The issuance of the New Notes is exempt from registration under
the Securities Act of 1933, as amended, pursuant to the exemption
provided by Section 1145(a)(1) of the Bankruptcy Code.

Section 1145(a)(1) of the Bankruptcy Code exempts an offer and
sale of securities under a plan of reorganization from
registration under the Securities Act and state securities laws
if three principal requirements are satisfied: (i) the securities
must be offered and sold under a plan of reorganization and must
be securities of the debtor, an affiliate participating in a
joint plan with the debtor or a successor to the debtor under the
plan; (ii) the recipients of the securities must hold a
prepetition or administrative expense claim against the debtor or
an interest in the debtor; and (iii) the securities must be
issued entirely in exchange for the recipient's claim against or
interest in the debtor, or principally in such exchange and
partly for cash or property.

A full-text copy of the Application is available for free at:

                http://ResearchArchives.com/t/s?4bc9

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Submits Final Report on Chapter 11 Cases
------------------------------------------------------
In accordance with Rule 5009-1(c) of the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware, NTK Holdings Inc. and its
units submitted to the Court, on December 11, 2009, a final report
on their jointly administered Chapter 11 cases in support of the
Motion to close cases, which seeks a final decree and order
closing all of the Chapter 11 cases filed by the Debtors other
than Case No. 09- 13611, the lead case filed by NTK Holdings,
Inc., and Case No. 09-13647 commenced by Nortek, Inc.

                        Fees and Expenses

According to Richard L. Bready, chief executive officer of
Nortek, Inc., the final fees payable to the U.S. Trustee and to
professionals will be included in the final report submitted in
the cases of NTK Holdings, Inc., and Nortek, Inc.

No trustee or examiner was appointed in the Cases.  Accordingly,
no fees were incurred in respect of a trustee or trustee's
counsel, Mr. Brady says.

Mr. Bready relates that all required fees due under Section 1930
of the Judiciary and Judicial Procedures have been paid current
as of December 11 and any additional fees due will have bee paid
on or before the date of the hearing on the Motion.  In addition,
NTK Holdings, Inc. and Nortek, Inc., will continue to pay all
required fees due Section 1930 until the Court enters an order
closing their Chapter 11 cases.

                         Distributions

On December 4, 2009, the United States Bankruptcy Court for the
District of Delaware entered an order confirming the Joint
Prepackaged Plan of Reorganization, dated as of December 3, 2009.

Mr. Bready says that all claims distributions required to be made
under the Plans, other than payments on account of professional
fees, will have been made before the hearing on the Motion.

Mr. Bready avers that the Debtors will make reasonable efforts to
locate addresses for claimholders that fail to provide the
Debtors with a valid address; however, distributions to
claimholders that cannot be located will be deemed unclaimed
property under Section 347(b) of the Bankruptcy Code at the
expiration of one year from the Effective Date.

After the date, all unclaimed property or interest in property
will revert to the applicable reorganized debtor and the claim of
any other holder to the property or interest in property will be
discharged and forever barred.

According to Mr. Bready, all other matters to be completed upon
the Effective Date of the Plan will have been fulfilled or
completed before a hearing on the Motion, as the Debtors expect
that the Effective Date will occur prior to a hearing on the
Motion.

There are no pending adversary proceedings or contested matters
in the Cases which would affect the substantial consummation of
the Cases, Mr. Bready says.

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Wants Final Decree Closing 36 Chapter 11 Cases
------------------------------------------------------------
NTK Holdings, Inc., and certain of its debtor affiliates ask
Judge Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware to enter a final decree closing certain
of the Debtors' Chapter 11:

  Debtor                                 Case No.
  ------                                 --------
  Nortek Holdings, Inc.                  09-13632
  Aigis Mechtronics, Inc.                09-13648
  Broan-Mexico Holdings, Inc.            09-13644
  Broan-NuTone LLC                       09-13621
  Broan-NuTone Storage Solutions LP      09-13613
  CES Group, Inc.                        09-13638
  CES International Ltd.                 09-13624
  Cleanpak International, Inc.           09-13641
  Elan Home Systems, L.L.C.              09-13642
  Gefen, Inc.                            09-13619
  Governair Corporation                  09-13627
  GTO, Inc.                              09-13631
  HC Installations, Inc.                 09-13639
  Huntair, Inc.                          09-13637
  International Electronics, LLC         09-13645
  Linear LLC                             09-13625
  Linear H.K. LLC                        09-13633
  Lite Touch, Inc.                       09-13618
  Magenta Research Ltd.                  09-13612
  Mammoth-Webco, Inc.                    09-13636
  Niles Audio Corporation                09-13635
  Nordyne Inc.                           09-13630
  NORDYNE International, Inc.            09-13615
  Nortek International, Inc.             09-13628
  NuTone LLC                             09-13629
  OmniMount Systems, Inc.                09-13623
  Operator Specialty Company, Inc.       09-13622
  Pacific Zephyr Range Hood, Inc.        09-13614
  Panamax Inc.                           09-13616
  Rangaire GP, Inc.                      09-13646
  Rangaire LP, Inc.                      09-13640
  Secure Wireless, Inc.                  09-13620
  SpeakerCraft, Inc.                     09-13626
  Temtrol, Inc.                          09-13643
  Xantech Corporation                    09-13634
  Zephyr Corporation                     09-13617

Section 350(a) of the Bankruptcy Code provides that "[a]fter an
estate is fully administered and the court has discharged the
trustee, the court shall close the case."  Rule 3022, which
implements Section 350 of the Bankruptcy Code, further provides
that "[a]fter an estate is fully administered in a chapter II
reorganization case, the court, on its own motion or on motion of
a party in interest, shall enter a final decree closing the
case."

Moreover, Rule 5009-I(a) of the Local Rules of Bankruptcy
Practice and Procedure of the United States Bankruptcy Court for
the District of Delaware, provides that, "[u]pon written motion,
a party in interest may seek the entry of a final decree at any
time after the confirmed plan has been substantially consummated
provided that all required fees due under Section 1930 of the
Judiciary and Judicial Procedures have been paid."

By all measures, the Debtors' prepackaged cases were successful,
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court.

On the Effective Date of the Plans, Mr. Collins avers, the
Debtors will have paid all disbursements required to be paid on
the Effective Date, de-levered their balance sheets, and emerged
from Chapter 11 as stronger, reorganized companies.

As of December 11, 2009, the only significant remaining payments
that the Debtors must make under the Plans are payments to
professionals retained pursuant to orders of the Court, which the
Debtors will pay pending the Court's approval of final fee
applications, Mr. Collins adds.

The Debtors have already scheduled a hearing on the final fee
applications for January 27, 2010.  Thus the Debtors are leaving
open the cases of Nortek, Inc. (Case No. 09-13647 (KJC) and
NTK Holdings, Inc. (Case No. 09-13611 (KJC) pending the
resolution of professional fees.

Accordingly, the Debtors submit that upon the occurrence of the
Effective Date, the cases of the Closing Debtors will have been
"fully administered" as required under Section 350(a) of the
Bankruptcy Code and request a final decree closing the Cases.

The Court will convene a hearing on December 30, 2009, at
10:00 a.m. (Eastern Time).  Objections are due at 4:00 p.m.
(Eastern Time) on December 23, 2009.

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products.  NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort.  Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'D' corporate credit rating, on Providence, Rhode Island-based
Nortek Inc. and its parent company, NTK Holdings Inc., following
the company's announcement that it had completed its financial
restructuring and emerged from bankruptcy.

"In conjunction with the completed financial restructuring and
bankruptcy emergence, the company has eliminated $1.3 billion of
debt," said Standard & Poor's credit analyst Tobias Crabtree.  The
company's outstanding prepetition $750 million 10% senior secured
notes were converted into new $750 million 11% senior secured
notes.  In addition, the company's outstanding 8.5% and 9.875%
senior subordinated notes and NTK's 10.75% senior discount notes
were converted into new stock of the reorganized company.

The residential and commercial ventilation, HVAC, and home
technology products manufacturer had previously filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on Oct. 21, 2009, as a result of adverse business
conditions due to challenging residential and nonresidential end
markets and a significant debt burden at its parent company.


ORLEANS HOMEBUILDERS: Lenders Extend $375-Mil. Loan Agreement
-------------------------------------------------------------
Orleans Homebuilders, Inc., and its lenders have now executed a
Limited Waiver and Amendment extension to its $375 million Second
Amended and Restated Revolving Credit Loan Agreement dated
September 30, 2008, effective immediately.  The Temporary
Amendment, which effectively extends the maturity of the Credit
Facility from December 20, 2009, to January 29, 2010, generally
provides, among other things, the Company with the ability,
subject to compliance with conditions precedent and covenants, to
continue existing amendments to the determination of borrowing
base availability as provided in the Third Amendment to the Credit
Facility and to immediately permit the extension of letters of
credit issued under the Credit Facility to February 26, 2010.

The Company continues to work actively with its bank lending group
to obtain a maturity extension to its Credit Facility.  On
December 8, 2009, the Company announced that it and certain of its
lenders had agreed to a non-binding term sheet relating to a
24-month maturity extension and structural modifications of the
Credit Facility.

The Amendment will be subject to an affirmative vote by each of
the approximately 16 lenders party to the Credit Facility and the
Company can offer no assurances that each of the lenders will
approve the Amendment or as to the specific terms of the document
that may be approved.  If the Company does not enter into the
Amendment on or before approximately January 29, 2010, the Credit
Facility will mature on such date and the Company will not have
sufficient funds to repay amounts outstanding or continue normal
operations.

The Company currently expects that it and its lenders will enter
into the Amendment on or before January 29, 2010, or thereabouts,
although the Company can offer no assurance that it will be able
to do so.  The Company anticipates that without the Amendment:
(i) the Credit Facility will otherwise mature on approximately
January 29, 2010; (ii) the Company will likely not have sufficient
liquidity to continue its normal operations at or before that
time; and (iii) without an additional temporary amendment on or
before January 15, 2010, the Company will likely experience
liquidity problems due to borrowing base limitations or covenant
or other defaults under the Credit Facility on or before
January 15, 2010.  In addition, in the event that, at any time,
beneficiaries of letters of credit draw under outstanding letters
of credit, any draw will have an adverse effect on the Company's
ability to borrow under the Credit Facility and draws of any
significant amount of letters of credit will materially adversely
affect the Company's liquidity to continue its operations.

For additional discussion of the Company's liquidity, please refer
to the Liquidity and Capital Resources section of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2009, filed with the Securities and Exchange Commission on May 15,
2009, as well as the Current Reports on Form 8-K and press
releases filed with the Securities and Exchange Commission on
August 14, 2009, October 6, 2009, November 5, 2009, and
December 9, 2009, the Company's Form 12b-25 related to Form 10-K
filed with the Securities and Exchange Commission on September 29,
2009, and the Company's Form 12b-25 related to Form 10-Q filed
with the Securities and Exchange Commission on November 17, 2009.

The Company is currently noncompliant with the continuing listing
standards of the NYSE Amex LLC as set forth in Sections 134 and
1101 of the NYSE Amex LLC Company Guide because it failed to
timely file its Annual Report on Form 10-K for the fiscal year
ended June 30, 2009, and its Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2009.  The Exchange is
continuing the Company's listing pursuant to an extension.  The
Company submitted to the Exchange a plan of compliance on
November 16, 2009.  The Exchange has completed its review of the
Plan and has determined that, in accordance with Section 1009 of
the Company Guide, the Plan makes a reasonable demonstration of
the Company's ability to regain compliance with the continued
listing standards.  Based upon the information that the Company
provided the Exchange, the Exchange has granted the Company an
extension until February 15, 2010, for the Company to file its
Form 10-K for the fiscal year ended June 30, 2009, and its Form
10-Q for the three months ended September 30, 2009.

                 About Orleans Homebuilders, Inc.

Orleans Homebuilders, Inc. -- http://www.orleanshomes.com/--
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  The Company serves a broad customer
base including first-time, move-up, luxury, empty nester and
active adult homebuyers.  The Company currently operates in the
following eleven distinct markets: Southeastern Pennsylvania;
Central and Southern New Jersey; Orange County, New York;
Charlotte, Raleigh and Greensboro, North Carolina; Richmond and
Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida. The
Company's Charlotte, North Carolina operations also include
adjacent counties in South Carolina.


PERFORMANCE CAPITAL: Posts $315,000 Net Loss in Q3 2009
-------------------------------------------------------
Performance Capital Management, LLC, and subsidiary reported a net
loss of $314,696 on total net revenues of $1,263,706 for the three
months ended September 30, 2009, compared with a net loss of
$175,546 on total net revenues of $1,887,055 for the same period
of 2008.

The slowdown in the economy and the Company's lack of capital to
purchase new portfolios has resulted in the Company's total cash
proceeds (generated from operations) declining to a level that has
forced it to significantly contract its business operations and
explore its options for unwinding the Company.  Total cash
proceeds from collections decreased by $567,620 and total cash
proceeds from sales of portfolios decreased by $252,7266 for the
three months ended September 30, 2009, as compared to the three
months ended September 30, 2008.

                       Nine Months Results

The Company reported a net loss of $7,097 on total net revenues of
$4,176,108 for the nine months ended September 30, 2009, compared
with a net loss of $103,503 on total net revenues of $6,743,809
for the same period last year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $2,031,389 in total assets, $1,562,737 in total
liabilities, and $468,652 in members' equity.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?4c06

                       Going Concern Doubt

On November 9, 2009, the PCM LLC Board of Directors determined
that it is in the best interests of the Company and its members to
wind down business operations.  As a result, the Board of
Directors is reviewing the options available to the Company and
has directed management to prepare a plan of dissolution and
liquidation of the Company for the Board's consideration.  In the
meantime, the Company is exploring opportunities to sell some
Matterhorn and PCM LLC portfolios to raise capital to pay
outstanding obligations and fund ongoing expenses.

Should a plan of dissolution and liquidation of the Company be
approved by the Board of Directors and subsequently approved by
the required vote of PCM LLC members, the Company would then
change its basis of accounting from the going concern basis to the
liquidation basis.

While the basis of presentation remains that of a going concern,
based upon current cash and cash equivalent balances and planned
spending rates for the remainder of 2009, management believes that
the Company does not have adequate cash and cash equivalents on
hand to support ongoing operations over the next twelve months.
The Company has experienced recurring losses from operations, and
as of September 30, 2009, the Company had available cash and cash
equivalents of approximately $94,000.  "These factors raise
substantial doubt about the Company's ability to continue as a
going concern."

                    About Performance Capital

Based in Buena Park, Calif., Performance Capital Management, LLC,
and its wholly-owned subsidiary, Matterhorn Financial Services,
LLC, are engaged in the business of acquiring assets originated by
federal and state banks and other sources, for the purpose of
generating income and cash flow from managing, collecting, or
selling those assets.  These assets consist primarily of non-
performing credit card loan portfolios and are purchased and sold
as portfolios.  Additionally, some of the loan portfolios are
assigned to third-party agencies for collection.


PNG VENTURES: Posts $2.6 Million Net Loss in Q3 2009
----------------------------------------------------
PNG Ventures, Inc., reported a net loss of $2.6 million for the
three months ended September 30, 2009, compared with a net loss of
$2.8 million for the same period of 2008.

Total revenue for the third quarter of 2009 fell $4.9 million, or
approximately 54%, to $4.2 million, from $9.1 million in the third
quarter of 2008.

This decrease is primarily attributable to a decrease in the
volume of liquefied natural gas sold to customers, coupled with a
lower average sales price per gallon of LNG sold.

                       Nine Months Results

The Company reported a net loss of $2.8 million for the nine
months ended September 30, 2009, compared with a combined net loss
of $7.2 million for the six months June 30, 2008, the date at
which the predecessor entity terminated its existence as a result
of the Share Exchange, and for the three months ended
September 30, 2008 (the successor entity).

Total revenue for the nine months ended September 30, 2009,
decreased $6.4 million, or approximately 27%, to $17.5 million,
compared to combined revenue of $23.9 million during the
corresponding period in 2008.

The decrease is due to an approximately 31% decrease in the
average sales price of LNG, which is mainly due to lower market
prices for natural gas, but partially offset by an increase in the
volume of gas sold.

                          Share Exchange

On June 30, 2008, the Company completed the acquisition of New
Earth LNG, LLC, a newly formed and wholly-owned subsidiary of
Earth LNG, Inc., a Texas corporation.  With this acquisition the
Company changed its primary business focus to liquefied natural
gas production and distribution.  The acquisition of New Earth LNG
was effected through a share exchange agreement with Earth
Biofuels, Inc., a Delaware corporation and its wholly-owned
subsidiary, Earth LNG.  In the Exchange Agreement, PNG acquired
100% of the outstanding shares of New Earth LNG in exchange for
the issuance to Earth Biofuels of 7,000,000 shares of the common
stock of the Company and certain other consideration and share
issuances.

            Voluntary Reorganization under Chapter 11

In view of PNG's failure to resolve several material contingencies
associated with the restructuring of its outstanding
$36.25 million senior note with issued to Fourth Third, LLC and
its outstanding $3.188 million subordinated convertible note
issued to Castlerigg PNG Investments, LLC, on September 9, 2009,
the Company voluntarily filed petitions for relief under Chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court,
District of Delaware.    Castlerigg is currently the largest
shareholder of PNG and the holder of approximately $3.2 million of
the Company's unsecured debt.

Contemporaneously with filing petitions for relief under Chapter
11 of the Bankruptcy Code, PNG filed a joint Plan of
Reorganization with the Bankruptcy Court on September 10, 2009.

PNG's proposed plan of reorganization contemplates, among others:
(i) settlement of the majority of the Company's senior credit
facility for approximately 66% of the common stock of the newly
reorganized Company, with the balance being settled for a
combination of cash and a new four-year term loan; (ii) settlement
of the Company's trade debt and unsecured debt for approximately
28% of allowable claim amounts and 7.5% of the common stock of the
newly reorganized Company; and (iii) securing financing of
approximately $8.4 million to fund the Plan, for a combination of
a new four-year term loan and approximately 26.5% of the new
common stock of the newly reorganized Company.  Under the proposed
Plan, the Company's existing equity would be eliminated, including
all options, warrants and other derivative instruments that are
linked to the Company's existing equity.

As the proposed Plan has not yet been approved by the Bankruptcy
Court, it may be materially modified before approval and remains
subject to change.

                        About PNG Ventures

PNG Ventures, Inc., produces, distributes, and sells liquefied
natural gas to customers within the transportation, industrial,
and municipal markets in the western United States and parts of
Mexico.  The Company sells substantially all of its LNG to fleet
customers, who typically own and operate their fueling stations.
The Company also sells a small volume of LNG to customers for non-
vehicle use.  The Company owns one public LNG fueling station from
which it sells LNG to numerous parties.  The Company produces LNG
at its liquefaction plant in Arizona, but also purchases, from
time to time, LNG supplies from third parties, typically on spot
contracts.  The Company sells LNG principally through supply
contracts that are normally on an index-plus basis, although it
also occasionally enters into fixed-price contracts.

The Company is headquartered in Dallas, Texas.  The LNG business
conducts its operations principally in Arizona and California.
Through the Company's LNG business, the Company offers turnkey
fuel solutions to its customers, including clean LNG fuel (99%
methane gas) and delivery, equipment storage, fuel dispensing
equipment and fuel loading facilities.

PNG Ventures and its affiliates filed for Chapter 11 on
September 10, 2009 (Bankr. D. Del. Case No. 09-13162).  Attorneys
at Fox Rothschild LLP represent the Debtors in their restructuring
effort.  Logan & Co. serves as claims and notice agent.


POWER OF CHANGE CHRISTIAN: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Power of Change Christian Center, Inc.
        610 Range Ln
        PO Box 1514
        Cahokia, IL 62206

Bankruptcy Case No.: 09-45920

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Debtor's Counsel: Sharon D. Oden-Johnson, Esq.
                  The Law Office of S D. Oden
                  77 W Washington Suite 1712
                  Chicago, IL 60602
                  Tel: (312) 551-9969
                  Fax: (312) 551-9968
                  Email: sjohnson@sharonlaw.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 Henry Phillips Jr., agent of the
Company.


PROTOSTAR LTD: Can Pay Lenders With Satellite Cash, Judge Says
--------------------------------------------------------------
Law360 reports that a bankruptcy judge has approved ProtoStar
Ltd.'s proposal to distribute part of $195 million in proceeds
from the sale of a satellite to its lenders, but for now has
denied the bankrupt aerospace company's request to use the money
to pay down unsecured claims.

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.


QUANTUM FUEL: Receives Non-Compliance Notice From Nasdaq
--------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., disclosed that
it received a letter from The Nasdaq Stock Market on December 14,
2009, notifying the Company that it is not in compliance with the
Nasdaq Listing Rule 5250(c)(1) ("Rule 5250(c)(1)") because it did
not file its Quarterly Report on Form 10-Q for the fiscal quarter
ended October 31, 2009 (the "October 31, 2009 Form 10-Q") in a
timely manner.

As previously reported, the Company is also not in compliance with
Rule 5250(c)(1) because it has not filed either its Annual Report
on Form 10-K for the fiscal year ended April 30, 2009 or its
Quarterly Report on Form 10-Q for the fiscal quarter ended
July 31, 2009. As also previously announced, Nasdaq granted the
Company an exception until January 25, 2010 to submit the
Delinquent Filings and regain compliance with Rule 5250(c)(1).

As a result of the Company's failure to file its October 31, 2009
Form 10-Q, the Company must submit to Nasdaq an update to its
original plan to regain compliance by December 29, 2009.  Any
additional exceptions granted by the Nasdaq Listing Qualifications
Department to allow the Company to regain compliance with Rule
5250(c)(1) will be limited to January 25, 2010.  If the Nasdaq
does not agree to an additional exception relative to the
October 31, 2009 Form 10-K and/or if the Company does not regain
compliance with Rule 5250(c)(1) by January 25, 2009, Nasdaq will
provide written notification to the Company that its common stock
will be delisted from The Nasdaq Global Market.  The Company will
have the right to appeal such a delisting notice to a Nasdaq
Hearings Panel for review and seek a stay of such delisting.

The Company intends to submit its updated plan to regain
compliance to Nasdaq no later than December 29, 2009.  The Company
is working diligently to prepare the Delinquent Filings and the
October 31, 2009 Form 10-Q and currently anticipates being able to
file such reports no later than January 25, 2010.

                          About Quantum

Quantum Fuel Systems Technologies Worldwide, Inc., a fully
integrated alternative energy company, -- http://www.qtww.com/--
is a leader in the development and production of advanced
propulsion systems, energy storage technologies, and alternative
fuel vehicles.  Quantum's portfolio of technologies includes
advanced lithium-ion battery systems, electronic controls, hybrid
electric drive systems, hydrogen storage and metering systems, and
alternative fuel technologies that enable fuel efficient, low
emission hybrid, plug-in hybrid electric, fuel cell, and
alternative fuel vehicles.  Quantum's powertrain engineering,
system integration, vehicle manufacturing, and assembly
capabilities provide fast-to-market solutions to support the
production of hybrid and plug-in hybrid, hydrogen-powered hybrid,
fuel cell, alternative fuel, and specialty vehicles, as well as
modular, transportable hydrogen refueling stations.  Quantum's
customer base includes automotive OEMs, dealer networks, fleets,
aerospace industry, military and other government entities, and
other strategic alliance partners.


QUESTEX MEDIA: Completes Sale to First-Lien Lenders
---------------------------------------------------
Questex Media Group Inc. completed the sale of the business to
first-lien lenders who bought the operation in exchange for $120
million in secured debt and the assumption of $15 million provided
to finance the reorganization.

Questex Media Group Holdings, Inc. announced November 25 that the
U.S. Bankruptcy Court for the District of Delaware has approved
the sale of its assets to a group of its senior lenders.  The sale
brings Questex to the final step in the company's balance sheet
restructuring process, which will reduce the company's overall
indebtedness and provide increased access to capital for on-going
investments and development in the business.  The Company and its
senior lenders expect to close the sale and complete the company's
emergence from Chapter 11 within days.  Questex's operations will
continue as usual through the closing of the sale and emergence.

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  The Debtors' media
properties include 23 trade publications and 150 digital
publications.  The Company was formed in 2005 by Audax Group Inc,
a private equity firm based in Boston, which bought business units
from Advanstar Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5
(Bankr. D. Del. Lead Case No. 09-13423).  James Stempel, Esq., and
Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  The Debtors' investment
bankers are Miller Buckfire & Co., LLC.  The First Lien Steering
Committee is being advised by legal counsel, Weil, Gotshal &
Manges LLP; and investment bankers Imperial Capital, LLC.  The
Company says it has assets of $299 million against debts of $321
million as of the filing of its petition.


RAINBOWS UNITED: Closes Locations; To Lay Off 11 Employees
----------------------------------------------------------
According to KSN.com, Rainbows United said it is consolidating
operations and closing locations in an effort to save money.  The
changes would leave 11 employees without work.

Headquartered in Wichita, Kansas, Rainbows United, Inc. --
http://www.rainbowsunited.org/-- is a Wichita nonprofit agency
that serves children with special needs and their families.
Rainbows United serves more than 2,600 children aged birth through
5, including more than 2,300 with special needs.  The
organization, which has 435 full- and part- time employees, serves
primarily Sedgwick and Butler counties.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457).  Edward J.
Nazar, Esq., at Redmond & Nazar, L.L.P., assists the Company in
its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


RAMSEY HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ramsey Holdings, Inc.
        4707 N. Mingo Road
        Tulsa, OK 74117

Bankruptcy Case No.: 09-13998

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Auto Crane Company                                 09-_____
Eskridge, Inc.                                     09-_____
Ramsey Industries, Inc.                            09-13999
Ramsey Winch Company                               09-_____

Chapter 11 Petition Date: December 18, 2009

Court: United States Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: John D. Dale, Esq.
                  Gable & Gotwals
                  100 West 5th St., Ste. 1100
                  Tulsa, OK 74103
                  Tel: (918) 595-4800
                  Fax: (918) 595-4990
                  Email: bkcyfilings@gablelaw.com

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

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

The petition was signed by John Celoni Jr., the company's
president & CEO.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
AEA Mezzanine              Senior Subordinated    $6,561,086
(Unleveraged) Fund LP      Notes
c/o AEA Mezzanine Partners
LP
One Stamford Plaza
263 Tresser Blvd
Stamford, CT 06901

AEA Mezzanine Funding B    Senior Subordinated    $12,627,497
LLC                        Notes
c/o AEA Mezzanine Partners
LP
One Stamford Plaza
263 Tresser Blvd
Stamford, CT 06901

AEA Mezzanine              Senior Subordinated    $8,415,838
Funding LLC                Notes
c/o AEA Mezzanine Partners
LP
One Stamford Plaza
263 Tresser Blvd
Stamford, CT 06901

CapitalSource Commercial   All assets of Ramsey   $2,607,308
Loan Co. LLC               Holdings, Inc. (Book   ($0 secured)
c/o CapitalSource Finance  Value as of September
LLC                        2009 Balance Sheet)
Attention: Kevin Twomey
4445 Willard Avenue-
12th Floor
Chevy Chase, MD 20815

CapitalSource Finance, LLC All assets of Ramsey   $1,171,400
Attention: Kevin Twoney    Holdings, Inc. (Book   ($0 secured)
4445 Willard Avenue-       Value as of September
12th Floor                 2009 Balance Sheet)
Chevy Chase, MD 20815

Churchill Financial Cayman All assets of Ramsey   $10,986,153
Ltd.                       Holdings, Inc. (Book   ($0 secured)
Attention: David Montague  Value as of September
400 Park Avenue            2009 Balance Sheet)
New York, NY 10022

CIT Lending Services, Corp All assets of Ramsey   $15,416,494
Corporation                Holdings, Inc. (Book   ($0 secured)
c/o CIT Group Inc/         Value as of September
Global Sponsor Finance     2009 Balance Sheet)
Attention: David Manheim
44 Whippany Road
Morristown, NJ 07960

Cratos CLO I Ltd.          All assets of Ramsey   $3,739,951
c/o LaSalle Bank N.A.-     Holdings, Inc. (Book   ($0 secured)
Chicago                    Value as of September
Attention: Cratos CLO I    2009 Balance Sheet)
Ltd.- Greg Myers
181 W. Madison, Suite 3200
Chicago, IL 60603

CS Advisors CLO I Ltd.     All assets of Ramsey   $934,988
c/o Corporate Trust        Holdings, Inc. (Book   ($0 secured)
Services                   Value as of September
Attention: Edward          2009 Balance Sheet)
Greenaway-US Bank
One Federal Street,
Third Floor
Boston, MA 02110

Denali Capital CLO V, Ltd. All assets of Ramsey   $831,100
c/o Deutsche Bank/         Holdings, Inc. (Book   ($0 secured)
Andrew Choi                Value as of September
60 Wall Street, 39th Floor 2009 Balance Sheet)
Mail Stop NYC 60-3915
New York, NY 10005

Denali Capital CLO VII Ltd All assets of Ramsey   $831,100
c/o Deutsche Bank/         Holdings, Inc. (Book   ($0 secured)
Lan Tran                   Value as of September
60 Wall Street, 39th Floor 2009 Balance Sheet)
Mail Stop NYC 60-3915
New York, NY 10005


Denali Capital CLO VIII    All assets of Ramsey   $831,100
Ltd                        Holdings, Inc. (Book   ($0 secured)
c/o Deutsche Bank/         Value as of September
Andrew Choi                2009 Balance Sheet)
60 Wall Street, 39th Floor
Mail Stop NYC 60-3915
New York, NY 10005

Deutsche Bank Trust        All assets of Ramsey   $4,986,602
Company Americas           Holdings, Inc. (Book   ($0 secured)
Attention: Brian Foster    Value as of September
60 Wall Street, 39th Floor 2009 Balance Sheet)
New York, NY 10005

Emporia Preferred Fund I,  All assets of Ramsey   $1,869,976
Ltd.                       Holdings, Inc. (Book   ($0 secured)
c/o CDO Department/Loan    Value as of September
Servicing                  2009 Balance Sheet)
US Bank Corp. Trust Svc-
Doug Waddill
One Federal Street, 3rd Floor
Boston, MA 02110

Emporia Preferred Fund III All assets of Ramsey   $1,869,976
Ltd.                       Holdings, Inc. (Book   ($0 secured)
c/o Investor's Bank and    Value as of September
Trust Co.                  2009 Balance Sheet)
Attention: Bill Reilly,
Unit Manager
200 Clarendon Street,
5th Floor
Boston, MA 02110

Garrison Funding 2008-I    All assets of Ramsey   $3,739,951
Ltd.                       Holdings, Inc. (Book   ($0 secured)
c/o Garrison Investment    Value as of September
Group LP                 2009 Balance Sheet)
Attn: Ryan Morick
1350 Avenue of the Americas,
9th Floor
New York, NY 10019

General Electric Capital   All assets of Ramsey   $10,154,873
Corporation                Holdings, Inc. (Book   ($0 secured)
Attn: Nathan Green         Value as of September
201 Merritt 7              2009 Balance Sheet)
Norwalk, CT 06856

MC Funding Ltd             All assets of Ramsey   $3,739,951
c/o Monroe Capital         Holdings, Inc. (Book   ($0 secured)
Management LLC             Value as of September
Attention: Shannon O'Brien 2009 Balance Sheet)
311 South Wacker,
Suite 6400
Chicago, IL 60606

OFSI Fund III, Ltd.        All assets of Ramsey   $7,479,903
c/o Orchard First Source   Holdings, Inc. (Book   ($0 secured)
Capital Inc.               Value as of September
Attention: Jennifer Blanco 2009 Balance Sheet)
2850 West Golf Road,
Suite 520
Rolling Meadows, IL 60008

Pension Benefit Guaranty   Underfunded pension    $4,432,409
Corp.                      contribution for       ($0 secured)
Office of Chief Counsel    Ramsey Winch Company
1200 K. Street, N.W.       in the amount of
Washington, DC 20005-4026  $3,086,632 and
                           Auto Crane Company
                           in the amount of
                           $1,345,777


RED ROCKET: Asks Court to OK DIP Financing, Cash Collateral Use
---------------------------------------------------------------
Red Rocket Fireworks, Inc., seeks authority from the U.S.
Bankruptcy Court for the Western District of Missouri to obtain
postpetition secured financing from C&A Pyro, LLC.

The DIP lenders have committed to provide up to $270,000.  Raymond
I. Plaster, Esq., the attorney for the Debtor, explains that the
Debtor needs the money to finance its upcoming New Year's holiday
sales season.  The inventory Debtor currently has in its
possession is consigned inventory owned by C&A pursuant to a May,
2009 Consignment Agreement.

C&A allows the Debtor to sell its existing inventory and provide
additional inventory as may be agreed between the parties.  Debtor
is to remit 40% of its retail sales to C&A.  An additional 30% of
retail sales will be applied to repayment of the $270,000 line of
credit until it is repaid in full.  Wholesale sales will be made
only on terms approved by C&A.

The DIP financing is to be secured consistent with the provisions
of Bankruptcy Code Section 364(c) providing C&A with a priority
over any and all administrative expenses of the kind described in
Section 503(b) or Section 507(b), a lien on the property of the
estate that isn't otherwise subject to a lien, including
specifically, any and all rights of the Debtor as to the fireworks
inventory or the proceeds, and a junior lien on other property of
the estate that is subject to existing liens of other creditors.
The security granted and the priorities to be granted won't
interfere with existing property rights of other creditors as of
the date of filing.  Excluded from this security provision will be
the Debtor's pre-petition retainer deposited in the Raymond I.
Plaster, PC Missouri Lawyers Trust Account in the sum of $20,961.

The Debtor agrees to provide daily reports of all sales of
Fireworks Inventory.  In addition, the Debtor will be required to
maintain a sales tax escrow account into which all sale tax
collected on retail sales will be deposited for ultimate payment
to appropriate taxing authorities.

The Debtor will remit 30% of the Retail Proceeds as repayment of
the DIP Line at the same time, and on the same terms, that it
remits the Debtor's share of the Proceeds of the sale of Fireworks
Inventory.  Interest will accrue on all amounts outstanding under
the DIP Line at the rate of 9% per annum, calculated on the
outstanding balance daily.  This repayment remittance will
continue until the time as all principal advanced and interest
accrued and has been remitted in full, but in any event, the
entire amount balance of principal and accrued interest will be
due and payable in full no later than January 4, 2010.

In the event that the Debtor fails to make payment to the lender
as required under this Agreement, is in default under any other
provision of this Agreement, violates any outstanding Order of the
Bankruptcy Court with respect to its case, or the Bankruptcy case
is otherwise converted or dismissed, the full amount drawn upon
the DIP line of credit will become immediately due and payable.

A copy of the DIP financing agreement is available for free at:

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

The Debtor also seeks authority from the Court to use the cash
collateral securing its obligation to its prepetition lenders.
Mr. Plaster explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.  Mr. Plaster
says that the Debtor will also use the Cash Collateral to provide
additional liquidity.

The Debtors will use the collateral pursuant to the Debtor's
projected cash needs, a copy of which is available for free at:

               http://ResearchArchives.com/t/s?4c07

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.


RENAISSANCE HOME: Court Approves Chapter 11 Plan
------------------------------------------------
Ryan Frank at OregonLive.com says a federal judge approved a
Chapter 11 plan of Renaissance Home to emerge from bankruptcy
protection on Jan. 1, 2010.  The Company stated it had $25 million
in sales during the 15 months it was in bankruptcy, Mr. Frank
notes.

Renaissance Home is a real estate developer.  It filed for Chapter
11 protection in 2008, with assets of $115 million and liabilities
of $103 million.


R.H. DONNELLEY: Douglas County, et al., Object to Plan
------------------------------------------------------
Various parties have filed objections to R.H. Donnelley Corp.'s
proposed plan of reorganization.

A. Douglas County

Sharon K. Jones, treasurer of Douglas County, Colorado, asks the
Court not to confirm the Chapter 11 Joint Plan of Reorganization
for R.H. Donnelley Corporation and its subsidiaries because the
Plan does not disclose how it will treat Class 1B or Class 2B
"Other Secured Claims."

Ms. Jones tells the Court that in the Plan, the Debtors only
state:

  "Treatment . . . each holder of an Allowed Class 1B Claim . .
   . shall receive, on account of . . . such Allowed Class 1B
   Claim, at the election of the Debtor . . . or (d) providing
   such Holder with such treatment in accordance with Section
   1129(b) of the Bankruptcy Code as may be determined by the
   Bankruptcy Court."

Douglas County is a Class 1B and Class 2B creditor and holds a
valid, perfected statutory superpriority secured claim against
the Debtors for 2009 ad valorem commercial personal property
taxes.

Ms. Jones points out that the Plan contains identical language
for Class 2B claims.  She argues that the Debtors' statement is a
cavalier statement and prevents affected creditors from testing
at the confirmation hearing whether the Plan complies with
Section 1129(b) of the Bankruptcy Code.

Ms. Jones further contends that Class 1B and Class 2B creditors
have the right to have the Debtors tell them in the Plan how the
Debtors propose to deal with their claims, so that they can
obtain an adjudication during the confirmation process of whether
the Debtors' treatment of their claims is legal under the
Bankruptcy Code.  She points out that a delayed adjudication,
like what is permitted under the Plan, allows junior creditors to
be paid ahead of Class 1B and Class 2B Claimants, with the result
that the estate may not be financially able to pay the Class 1B
and 2B creditors by the time of the delayed adjudication.

In addition, Ms. Jones relates that the Plan fails to recognize
Douglas County's statutory property tax lien primes all
consensual liens and allows payment to creditors in "Other
Secured Claims" Classes 1A and 1B without regard to the
priorities among the liens securing the claims.

B. New York Tax & Finance Dept.

The New York State Department of Taxation and Finance filed
claims against several of the Debtors which assert assessments
for prepetition sales taxes and withholding taxes.

The Department objects to confirmation of the plan on the grounds
that certain provisions of the Plan deprive it of its right to
assess liability against the appropriate "Responsible Persons" of
the corporate Debtors for unpaid withholding taxes and sales
taxes.

Andrew M. Cuomo, Esq., the attorney general of the State of New
York, points out that the Plan, as applied to "Related Persons,"
effectively preclude the Department from pursuing collection
efforts against those non-debtor individuals who are potentially
liable as Responsible Persons for sales tax and withholding tax
obligations.

For these reasons, the Department asks the Court not to confirm
the Plan.

C. Corwin Trusts

Jack B. Corwin, trustee of the Jack B. Corwin Revocable Trust and
Charitable Remainder Stewardship Company of Nevada, as trustee of
the Jack B. Corwin 2006 Charitable Remainder Unitrust, asks the
Court to deny confirmation of the Debtors' Chapter 11 plan of
reorganization.

The Corwin Trusts are interest holders in Class 1I of the Plan
and are not entitled to vote because they are deemed to have
rejected the Plan.

R. Craig Martin, Esq., at Edward Angell Palmer & Dodge LLP, in
Wilmington, Delaware, relates that although Corwin Trusts do not
necessarily agree with the valuation data in the Disclosure
Statement for the Plan, they accept that once the Plan becomes
effective, the Corwin Trust's interests will be cancelled.
However, he notes that numerous claims exist against the Debtors'
officers and directors for breach of the securities laws and
other prepetition disclosures regarding the Debtors' financial
health and economic prospects.

Accordingly, Mr. Martin tells the Court that the officers and
directors should not be released for their prepetition actions
and omission -- as the Plan currently provides.

Mr. Martin relates that the Plan provides for at least four
different kinds of releases.  He points out there certain
articles which:

  -- provides for the discharge of claims against the Debtors,
     including their officers and directors, among others;

  -- sets contractual releases by creditors and interest holders
     of the Debtors and certain other parties, including the
     Debtors' officers and directors;

  -- provides for a "Supplemental Injunction" in aid of the
     Plan.  Mr. Martin notes that it is unclear what the
     Supplemental Injunction adds to the prior release and
     injunction provisions; and

  -- provides for "exculpation" of the Debtors and others with
     respect to the Plan proceedings and the conduct of the
     bankruptcy cases, generally.

Mr. Martin argues that the Plan provisions are an attempt by the
Debtors to insulate their current and former officers from any
liability, which contravene Section 524(e) of the Bankruptcy
Code.  He submits that the Provisions must be stricken from the
Plan prior to its confirmation.

As of the Petition Date, the Corwin Trusts owned approximately
five percent of the outstanding stock of R.H. Donnelley
Corporation, one of the Debtors.  Mr. Martin notes that the
Corwin Trusts held on to the stocks based on the public
statements of RHDC and its officers, including public filings
with the Securities and Exchange Commission.

                     About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

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)


R.H. DONNELLEY: Non-Consenting Noteholders' Voting Date on Dec. 28
------------------------------------------------------------------
R.H. Donnelley Corporation and its debtors affiliates, the
Official Committee of Unsecured Creditors, and consenting
noteholders, in a stipulation approved by Judge Kevin Gross of
the U.S. Bankruptcy Court for the District of Delaware, agreed
that the date by which all ballots of non-consenting noteholders
must be properly executed, delivered, and received by The Garden
City Group, is extended through and including December 28, 2009.

The Court has approved the Disclosure Statement explaining the
Debtors' Chapter 11 Plan of Reorganization and established
December 17, 2009 as the Voting Deadline.

            Amended Certificate of Incorporation

The Debtors filed on December 7, 2009, a supplement to the Plan,
which includes, among other things, the Second Amended and
Restated Certificate of Incorporation of a reorganized R.H.
Donnelley Corporation.

The COI contains certain provisions which restricts certain
transfers of the New RHDC Common Stock and, according to James F.
Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, is
intended to help preserve the value to Reorganized RHDC of its
net unrealized built-in losses and other tax attributes for
federal and state income tax purposes.

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

After the filing and service of the Plan Supplement, the Debtors,
the Creditors' Committee and the Consenting Noteholders conferred
regarding the potential for supplemental service of the Plan
Supplement upon non-consenting noteholders in Classes IE, IF, 2D,
3E, 4E, 4F and 10E through 16E, and have consensually reached the
Stipulation.

The Non-Consenting Noteholders may submit a Ballot or a
replacement Ballot prior to December 28 either (i) directly to
the Voting Agent (a) pursuant to the instructions contained in
the applicable Ballot or (b) electronically by e-mailing a
scanned, signed copy of the Ballot to:

            rhdnoteholderballot@gardencitygroup.com

or (ii) to their Voting Nominee no later than two business days
before December 28 to allow sufficient time for the Voting
Nominee to process and submit a Master Ballot to the Voting Agent
by the Non-Consenting Noteholder Voting Deadline.

                        The Chapter 11 Plan

R.H. Donnelley Corp. has won approval of the disclosure statement,
bringing the Debtor closer to realizing a Chapter 11
reorganization plan that aims to shed $6.4 billion in debt.

As scheduled, the Court will convene a hearing to consider
confirmation of the Plan on January 12.  Objections to
confirmation of the Plan are due December 17.

R.H. Donnelley reached an agreement on the terms of the Plan with
several creditor groups, including noteholders and bank lenders,
prior to filing for Chapter 11 protection on May 28, 2009.  The
so-called "lock-up" agreements between the Company and its bank
lenders and noteholders remain in place.

Under the terms of the Plan of Reorganization:

    * R.H. Donnelley would reduce its total debt by approximately
      $6.4 billion, including the repayment of $700 million of
      secured indebtedness

    * The approximately $6.0 billion of unsecured bond
      indebtedness would be exchanged for virtually all of the
      equity in the restructured Company and $300 million of
      unsecured notes issued by the Company; all existing equity
      in the Company would be extinguished

    * Total cash interest expense reduction of approximately
      $500 million annually

    * Post-restructuring secured and consolidated debt of
      approximately $3.1 billion and $3.4 billion, respectively,
      which represents approximately 2.9x and 3.2x net secured and
      net consolidated leverage, respectively

    * Post-restructuring cash balance of approximately
      $125 million.

Prior to the hearing, Sharon K. Jones, the Treasurer of Douglas
County, Colorado, filed an objection, saying that the Disclosure
Statement, as amended October 19, does not resolve Douglas
County's claim.  She added that the Plan does not contain the
language in the October 19 Disclosure Statement partially
addressing Douglas County's claim.

A full-text copy of the Plan, as amended October 19, is available
for free at:

          http://bankrupt.com/misc/RHDOct19Plan.pdf

A full-text copy of the explanatory Disclosure Statement, as
amended October 19, is available for free at:

          http://bankrupt.com/misc/RHDOct19DS.pdf

                   About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

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)


RIDGEFIELDS COUNTRY: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ridgefields Country Club Properties, Inc.
        2320 Pendragon Road
        Kingsport, TN 37660

Bankruptcy Case No.: 09-53418

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Ridgefields Country Club, Inc.                     09-53417

Chapter 11 Petition Date: December 17, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Dean B. Farmer, Esq.
                  Hodges, Doughty & Carson PLLC
                  P.O. Box 869
                  Knoxville, TN 37901
                  Tel: (865) 292-2307
                  Fax: (865) 292-2252
                  Email: dfarmer@hdclaw.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 2 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/tneb09-53417.pdf

The petition was signed by Mark J. Pate, trasurer of the company.


ROPER BROTHERS: Files Chapter 11 in Richmond Roper Brothers Lumber
------------------------------------------------------------------
Bill Rochelle at Bloomberg News reports Roper Brothers Lumber Co.,
with seven locations in Virginia, filed for Chapter 11
reorganization on Dec. 16 in Richmond (Bankr. E.D. Va. Case No.
09-38215, saying assets and debt both exceed $10 million.  Based
in Petersburg, Virginia, the company has been in business since
1909. It supplies lumber and building products and operates a
truss and millwork plant.


RIDGEFIELDS COUNTRY: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ridgefields Country Club Properties, Inc.
        2320 Pendragon Road
        Kingsport, TN 37660

Bankruptcy Case No.: 09-53418

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Ridgefields Country Club, Inc.                     09-53417

Chapter 11 Petition Date: December 17, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Dean B. Farmer, Esq.
                  Hodges, Doughty & Carson PLLC
                  P.O. Box 869
                  Knoxville, TN 37901
                  Tel: (865) 292-2307
                  Fax: (865) 292-2252
                  Email: dfarmer@hdclaw.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 2 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/tneb09-53417.pdf

The petition was signed by Mark J. Pate, trasurer of the company.



ROUTE 32 NW REALTY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Route 32 NW Realty, LLC
        PO Box 10150
        Newburgh, NY 12552

Bankruptcy Case No.: 09-38443

Chapter 11 Petition Date: December 8, 2009

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

Judge: Cecelia G. Morris

Debtor's Counsel: Scott S. Markowitz, Esq.
                  Tarter Krinsky & Drogin LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: (212) 216-8001
                  Email: smarkowitz@tarterkrinsky.com

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

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

The Debtor identified Bank of America with a debt claim (334
Windsor Highway New Windsor, NY 12553) for $7,300,000 (unknown
secured) as its largest unsecured creditor. A list of the
Company's 1 largest unsecured creditor is available for free at:

             http://bankrupt.com/misc/nysb09-38443.pdf

The petition was signed by Thomas N. Thurber, managing member of
the company.


SAIGON VILLAGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Saigon Village, LLC
        428 South Milpitas Street
        Milpitas, CA 95035

Bankruptcy Case No.: 09-60597

Chapter 11 Petition Date: December 3, 2009

Court: United States Bankruptcy Court
       District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Lawrence A. Jacobson, Esq.
                  Law Offices of Cohen and Jacobson
                  900 Veterans Blvd. #600
                  Redwood City, CA 94063
                  Tel: (650) 261-6280
                  Email: laj@jacobsonattorneys.com

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

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

The petition was signed by Thomas Nguyen, the Company's member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Alameda County Water                              $150
District

Alameda County Water                              $250
District

Allied Waste                                      $1,000

Caprice Carter Lighting                           $1,050
Design
Attn: Caprice Carter

Alameda County Water                              $1,100
District

PG&E                                              $1,500

PG&E                                              $1,500

Alameda County Water                              $3,500
District

Statewide Roofing, Inc.                           $4,200
Attn: Theresia Hypes

HMH Engineers                                     $5,000
Attn: Danny Raymond

Alameda County Water                              $7,000
District

Acanthus Architecture                             $8,000
& Design
Attn: Minh D. Nguyen

Able Underground                                  $41,345
Construction
Attn: Glen Gilbert

Fred Kim                                          $100,000

Maggie Tran & Philip Lee                          $150,000

Mylinh Nguyen                                     $150,000

Michael Drier                                     $188,397

Brian Vu                                          $300,000
781 Via Baja Dr
Milpitas, CA 95035

David Baker                                       $388,800
9645 Cherrywood Ct
Gilroy, CA 95020

United Commercial Bank                            $18,489,985
555 Montgomery Street                             Collateral FMV
San Francisco, CA 94111                           $0


SAN CARLOS PLAZA: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: San Carlos Plaza
        428 S. Main Street
        Milpitas, CA 95035

Bankruptcy Case No.: 09-61154

Chapter 11 Petition Date: December 19, 2009

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

Judge: Roger L. Efremsky

Debtor's Counsel: Lawrence A. Jacobson, Esq.
                  Law Offices of Cohen and Jacobson
                  900 Veterans Blvd. #600
                  Redwood City, CA 94063
                  Tel: (650) 261-6280
                  Email: laj@jacobsonattorneys.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 10 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/canb09-61154.pdf

The petition was signed by Joseph Nguyen, managing member of the
company.


SANFORD HOROWITZ: Section 341(a) Meeting Set for January 13
-----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Sanford Jay Horowitz's Chapter 11 case on January 13, 2010, at
10:00 a.m.  The meeting will be held at 21051 Warner Center Lane,
No. 105, Woodland Hills, California.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Calabasas, California-based Sanford Jay Horowitz aka Sandy
Horowitz filed for Chapter 11 on November 3, 2009 (Bankr. C.D.
Calif. Case No. 09-24651).  The Law Offices of Peter M. Lively
represents the Debtor in his restructuring effort.  In his
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


SES SOLAR: Reports $120,800 Net Loss in Q3 2009
-----------------------------------------------
SES Solar Inc. reported a net loss of $120,799 for the three
months ended September 30, 2009, compared with a net loss of
$856,403 for the same period of 2008.

The Company recognizes revenue on the completed-contract method,
and therefore when projects are completed.  During the three
months ended September 30, 2009, the Company generated total
revenue of $38,046 compared to $1,569 for the three months ended
September 30, 2008.

The decrease in net loss during the three months ended
September 30, 2009, was due to $518,032 of favorable foreign
exchange rate conditions between the Swiss franc and the U.S.
dollar and a reduction in interest expense and general and
administrative expenses during the three month period ended
September 30, 2009.

                       Nine Months Results

The Company reported a net loss of $763,563 for the nine months
ended September 30, 2009, compared with a net loss of $355,790 for
the same period last year.

During the nine months ended September 30, 2009, the Company
completed several projects and generated total revenue of
$1.3 million compared to $34,161 for the nine months ended
September 30, 2008.

The increase in net loss during the nine months ended
September 30, 2009, compared to 2008 is due largely to the fact
that the Company generated income from discontinued operations for
the nine months ended September 30, 2008, of $1.3 million, which
included a gain of $1.2 million from the sale of the Solar Plant,
as compared to income of $0 for the nine months ended
September 30, 2009, from this discontinued activity.

                          Balance Sheet

As of September 30, 2009, the Company's consolidated balance
sheets showed $19.0 million in total assets, $16.6 million in
total liabilities, and $2.4 million in total stockholders' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1.2 million in total current
assets available to pay $15.5 million in total current
liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4c03

                       Going Concern Doubt

The Company has experienced losses from operations and anticipates
incurring losses in the near future.  The Company incurred a net
loss of $763,563 and a negative cash flow from operations of
$169,269, and had a working capital deficiency of $14.3 million as
of September 30, 2009.  "These matters raise substantial doubt
about its ability to continue as a going concern."

The Company has financed the construction of its manufacturing
facility with construction loans.  The Company intends to convert
these construction loans into a long term mortgage immediately
after completion of the facility.  Since the manufacturing
facility has not been completed as of September 30, 2009, no
construction loans have been converted into mortgages.

The Company's ability to continue its operations and market and
sell its products and services will depend on its ability to
convert the construction loans into mortgages and to obtain
additional financing.  If the Company is unable to obtain such
financing, the Company may not be able to continue its business.
Any additional equity financing may be dilutive to shareholders,
and debt financing, if available, will increase expenses and may
involve restrictive covenants.  The Company will be required to
raise additional capital on terms that are uncertain, especially
in light of current capital market conditions.  Under these
circumstances, if the Company is unable to obtain additional
capital or is required to raise it on undesirable terms, its
financial condition could be adversely impacted.

The Company's current business plan includes the development of a
new assembly line based on its proprietary technology and the
construction of a manufacturing facility in the suburbs of Geneva,
Switzerland to produce solar modules and solar tiles at a lower
cost.  These activities require that the Company design and
manufacture prototype panels, have them approved in accordance
with European and other standards, manufacture them in series and
sell them in the primary markets for solar photovoltaic cells.
Costs incurred in manufacturing prototype panels have been
expensed as research and development costs.

The Company does not believe that it can achieve profitability
until development, implementation, and commercialization of new
products manufactured through the new assembling process are
operational.

                         About SES Solar

Based in Geneva, Switzerland, SES SOLAR INC. (OTC BB: SESI)
through its subsidiaries, engages in designing, engineering,
producing, and installing solar panels or modules, and solar tiles
for generating electricity.  It produces and installs photovoltaic
solar products for commercial, industrial, and residential use.
The company's products are used by electric companies, local
governmental agencies, and private house owners.  SES Solar also
offers engineering services for photovoltaic projects.


SHOPPES OF KENWOOD: Chapter 11 Filing Blocks Sheriff's Auctions
---------------------------------------------------------------
Jon Newberry at Business Courier of Cincinnati reports that
Shoppes of Kenwood retail filed for Chapter 11 reorganization in
U.S. Bankruptcy Court, ceasing a sheriff's auction.  The Company
listed assets of between $1 million and $10 million, and
liabilities of more than $10 million.  Richard Boydston at
Greenebaum Doll & McDonald represents the Company.  Shoppes of
Kenwood owns a retail and office complex on Montgomery Road.


SIX FLAGS: Set for Confirmation Trial on Reorganization Plan
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the hearing to
consider confirmation of the reorganization plan for Six Flags
Inc. will begin March 8 and may continue until March 19, according
to a schedule submitted for the Bankruptcy Court's approval.

Expecting strident opposition from noteholders who would prefer a
plan of their own, the contending parties are to produce documents
by Jan. 6, conduct examinations of witnesses by Jan. 29, complete
questioning experts by Feb. 22, and hold a pretrial conference on
March 5 before the confirmation trial begins March 8.  The trial
will continue each business day until March 19.

As reported by the TCR, an ad hoc group of senior note holders of
Six Flags on November 29, 2009, submitted to SFI's Board of
Directors an alternative reorganization proposal, which, if
adopted, would provide higher recoveries to the creditors of SFI
and its debtor affiliates.

The SFI Noteholders said its Plan materially and directly improves
upon the Debtors' Plan in that:

      * Lenders are paid in full either with cash or through the
        reinstatement of their debt.

      * SFO Noteholders are paid in full with cash as opposed to
        receiving common stock and the ability to participate in
        a rights offering.

      * SFI Noteholders are allowed (i) approximately 19% of the
        new common stock and (ii) rights to participate in the
        convertible preferred stock offering to purchase as much
        as approximately 81% of the new common stock, subject to
        dilution by management's long term incentive plan.  In
        contrast, the Debtors' Plan provides SFI Noteholders
        with approximately 5% of the new common stock.

Specifically, the SFI Noteholders' Plan provides:

  (1) Lenders: While the Debtors' plan provides cash payment in
      full, the SFI Noteholder Plan reinstates the term loan and
      pays off the revolver in full in cash;

  (2) SFO Notes: While the Debtors' plan provides the holders of
      12-1/4% Senior Notes issued by Six Flags Operations, Inc.
      with (i) approximately 25% of the new common stock in SFI
      and (ii) rights to participate in the equity offering to
      purchase an additional approximately 70% of the new common
      stock, the SFI Noteholder Plan provides the holders of SFO
      Notes with cash payment in full;

  (3) SFI Notes: While the Debtors' plan provides the holders of
      SFI Notes with approximately 5% of the new common stock,
      the SFI Noteholder Plan provides the holders of SFI Notes
      with (i) approximately 19% of the new common stock and
      (ii) rights to participate in the convertible preferred
      stock offering to purchase up to an additional
      approximately 81% of the new common stock.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SORRENTO PAVILION: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sorrento Pavilion, LLC
        743 So. Winchester Blvd, Suite #210
        San Jose, CA 95128

Bankruptcy Case No.: 09-60685

Chapter 11 Petition Date: December 7, 2009

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

Judge: Roger L. Efremsky

Debtor's Counsel: Lars T. Fuller, Esq.
                  The Fuller Law Firm
                  60 N Keeble Ave.
                  San Jose, CA 95126
                  Tel: (408) 295-5595
                  Email: Fullerlawfirmecf@aol.com

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

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

According to the schedules, the Company has assets of $8,400,000,
and total debts of $4,509,703.

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

            http://bankrupt.com/misc/canb09-60685.pdf

The petition was signed by Vince Duc Nguyen, managing member of
the company.


SOUTHERN CALIF. UNIVERSITY: Moody's Cuts Bond Ratings to 'B3'
-------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B1 the rating
on Southern California University of Health Science's Series 1997
bonds issued through the California Educational Facilities
Authority.  The outlook remains negative.  The downgrade and
negative outlook reflect Moody's ongoing concern regarding the
financial health of the University due to continued poor operating
performance with marked deficits, challenged student market
position given limited program scope and further declines in the
University's financial resource base.  In addition, Moody's
remains concerned about governance stability as the University's
president has resigned after less than two years of service along
with significant turnover within the Board of Trustees.

Legal Security: General obligation of University with a security
interest in gross tuition receipts; mortgage on certain real
estate; cash funded debt service reserve fund.

Interest Rate Derivatives: None.

                            Challenges

* Operating performance has been very weak, with three years of
  double-digit operating deficits and negative cash flow;
  preliminary FY 2009 results indicate another year of weak
  operations; high reliance on student charges (73% of revenue
  base in FY2008) highlights the University's necessity for
  careful enrollment management;

* Challenging market position with limited program scope as the
  University offers programs in chiropractic medicine, acupuncture
  and oriental medicine; market position continues to weaken as
  represented by a 20% enrollment decline from fall 2004 to fall
  2008;

* Declining resource levels to $8.9 million in fiscal 2008
  providing less than one times coverage of outstanding debt, with
  preliminary FY2009 results indicating a further weakened balance
  sheet;

* Volatility in governance with significant turnover at the senior
  management and board levels.

                            Strengths

* Non-core real estate holdings potentially represent significant
  source of security for bondholders;

* No additional borrowing plans.

                       Recent Developments

Moody's downgrade and negative outlook reflects in large part the
University's continued poor operating performance and historic
reliance on one-time real estate sales to fund operations.  From
FY2006 to FY2008, the University's average operating margin
measured at a weak negative 19.7% compared to -2.0% from FY2002 -
FY2004.  In particular, in FY2008, the University recorded a
$3.6 million or 28.5% deficit, based on Moody's calculation, with
negative operating cash flow.  Preliminary FY2009 figures
indicating similarly strained results and cash balances will be
more impacted than prior years as an originally anticipated real
estate sale of approximately $2 million was delayed.

Moody's remains concerned as the FY2010 budget is again dependent
upon the delayed property sale to maintain balanced operations
while operating cash flow is slim.  Should there be any unexpected
challenges to finalizing the sale, Moody's is currently projecting
a 15% deficit.  Moody's note this sale will be of the University's
only remaining property that is not subject to the mortgage on the
bonds.  This creates even greater urgency for the University to
dramatically improve operating performance as future deficits
would be financed with limited remaining liquid financial assets.
At the same time, Moody's note management has made several major
expenditure reductions to the FY2010 and 2011 budgets based on a
comprehensive strategic plan adopted this fiscal year.  The plan
includes a substantial 20% budget reduction in operations
incorporating a reduction in workforce, outsourcing certain
administrative expenses and suspending pension contributions.
Should the University meet their current operating projections,
management expects a return to positive operating margins in
fiscal 2011.

In order to return to positive operating performance, a key
component of the University's strategic plan relies on revenue
enhancements through increased enrollment efforts and the success
of new academic programs.  Moody's will monitor enrollment
progress closely as Moody's remained concerned about the
University's weakened student market position.  Enrollment has
remained volatile and the University's position is vulnerable to a
reaccredidation process which will commence in the beginning of
2010.  In fall 2008, the University maintained a headcount
enrollment of 552, a 20% decline from fall 2004.  Positively,
management has indicated budgeted enrollment targets have been met
for fall 2009.  In addition, preliminary FY2009 results show a
positive year of net tuition revenue growth, following three years
of decline.

Financial resources continue to decline as the University has sold
real estate and made extraordinary draws from the endowment to
fund operations.  In FY2008, the University experienced a dramatic
33% decline in expendable resources to $8.9 million.  Expendable
financial resources to debt fell below 1.0 times for the first
time, dropping to 0.8 times while coverage of annual operations
also measured at a weak 0.52 times.  In FY2009, the University
faced the additional challenge of volatile investment markets.
Preliminary results indicate further declines with total cash and
investments measuring at approximately $10 million, compared to
$12.5 million in FY2008.  Despite this decline, the University
still maintains 40 acres of real estate that may carry significant
value and potential for sale, including 18 acres of farmland that
is surrounded by residential properties in an attractive area of
California.  However, in the current market and real estate
environment, it is unclear what the ultimate value and liquidity
of these properties may be.  This land is currently pledged to
bondholders.  Although no appraisal for the value of the land is
available, it seems likely to be worth in excess of the par amount
of debt outstanding and Moody's has considered the potential
recovery value as a factor in Moody's rating.

Moody's also remains concerned about governance stability as the
University's president has resigned after less than two years of
service.  Currently, an interim president has been put into place
with the expectation of appointing a permanent president within
the next year.  In addition, there has been significant turnover
within the University's Board of Trustees with four resignations
on the 18-member board.

                             Outlook

The negative outlook is driven by Moody's belief that the
University may face challenges returning to break-even operating
performance given recent failures to meet operating goals and
sustaining enrollment levels.  Failure to dramatically improve
operating performance or improve liquidity would likely lead to
additional rating pressure.

                What Could Change The Rating - Up

* Dramatic turnaround in financial performance and sustained
  return to at least break-even operating margin; demonstrated
  stability of enrollment trends and growth in net tuition revenue

               What Could Change The Rating - Down

* Continued pressures on enrollment and weak operating
  performance; further weakening of liquidity

Key Data And Ratios (FY 2008 financial data; fall 2008 enrollment
data):

* Figures in parenthesis are preliminary results for FY 2009 and
  fall 2009)

* Total Enrollment: 568 headcount

* Total Direct Debt: $11.3 million ($10.4 million)

* Expendable Resources to Debt: 0.79 times (0.4 times)

* Expendable Resources to Operations: 0.52 times (0.2 times)

* Three-Year Average Operating Margin: -19.7% (-24%)

* Operating Cash Flow Margin: -16.2%

The last rating action was on November 26, 2008, when the rating
on Southern California University of Health Sciences was revised
to B1 from Ba1 and the negative outlook was affirmed.


ST MARY'S: Panel Fights to Stay Hearing to Pave Way Saber's Plan
----------------------------------------------------------------
Bob Groves at NewJersey.com says the Official Committee of
Unsecured Creditors of St. Mary's Hospital asked a U.S. Bankruptcy
Court to adjourn the hearing on the hospital's plan of
reorganization up to eight weeks to consider a plan by Saber
Health Care of Armonk, New York.  According to the Committee, St.
Mary's plan is inferior to the one that it received from Saber
Health.  Creditors owing about $30 million in unsecured claims
will get only $1 million promissory note under St. Mary's plan,
Mr. Groves notes.

St. Mary's Hospital, Passaic, N.J., filed for Chapter 11
protection on March 9, 2009 (Bankr. D. N.J. Case No. 09-15619).
Joseph Lubertazzi, Jr., Esq., at McCarter & English assists the
hospital in its restructuring effort.  St. Mary's listed assets of
$70.8 million and debts of $128 million.


STATION CASINOS: FCP Holding's Schedules and Statement
------------------------------------------------------
A.     Real Property                                      None

B.     Personal Property                                   None
B.1    Cash on hand                                        None
B.2    Bank Accounts
      Bank of America, N.A. - 2622                            0

B.13   Business Interests and stocks
      Station Casinos, Inc. - 75.94% Non-Voting  $2,805,626,088

       TOTAL SCHEDULED ASSETS                    $2,805,626,088
       ========================================================

C.   Property Claimed as Exempt                            None

D.   Secured Claim
    Key Bank Real Estate Capital -
     Mortgage Loan A-1                             $687,905,355
    Key Bank Real Estate Capital -
     Mortgage Loan B-1                              437,889,618
    Key Bank Real Estate Capital -
     Mortgage Loan A-2                              412,743,213
    Key Bank Real Estate Capital -
     Mortgage Loan B-2                              262,733,770
    Key Bank Real Estate Capital -
     1st Mezz Loan A-1                              125,172,083
    Key Bank Real Estate Capital -
     2nd Mezz Loan A-1                              109,525,572
    Key Bank Real Estate Capital -
     1st Mezz Loan A-2                               75,103,250
    Key Bank Real Estate Capital -
     2nd Mezz Loan A-2                               65,715,343
    Key Bank Real Estate Capital -
     3rd Mezz Loan A-1-a                             55,437,045
    Key Bank Real Estate Capital -
     4th Mezz Loan A-1-a                             46,989,661
    Key Bank Real Estate Capital -
     4th Mezz Loan A-1-b                             46,989,661
    Key Bank Real Estate Capital -
     3rd Mezz Loan A-1-b                             38,524,048
    Key Bank Real Estate Capital -
     3rd Mezz Loan A-2-a                             33,262,227
    Key Bank Real Estate Capital -
     4th Mezz Loan A-2-a                             28,193,796
    Key Bank Real Estate Capital -
     4th Mezz Loan A-2-b                             28,193,796
    Key Bank Real Estate Capital -
     3rd Mezz Loan A-2-b                             23,114,429
    Others                                                    8

E.   Unsecured Priority Claims                             None

F.   Unsecured Non-priority Claims                         None


       TOTAL SCHEDULED LIABILITIES               $2,477,492,875
       ========================================================

                 Statement of Financial Affairs

FCP Holding, Inc., disclosed that it did not generate income from
the operation of its business during the two years before the
Petition Date.  FCP Holding also disclosed that it did not earn
from sources other than the operation of its business during the
two years before the Petition Date.

Fertitta Colony Partners, LLC, directly owns 100% equity at FCP
Holding, Inc.

                       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: Nine Units' Schedules & Statements
---------------------------------------------------
Nine debtor affiliates of Station Casinos, Inc., reported these
assets and liabilities:

  Debtor Entity                       Assets       Liabilities
  -------------                       ------       -----------
  FCP Mezzco Borrower I         $203,860,922      $206,046,090
  FCP Mezzco Borrower II        $178,378,307      $180,308,111
  FCP Mezzco Borrower III       $127,895,692      $154,690,378
  FCP Mezzco Borrower IV        $152,895,692      $154,464,203
  FCP Voteco LLC                         $42    $2,477,492,875
  Fertitta Partners LLC         $902,434,410    $2,477,492,875
  Reno Land Holdings LLC         $44,580,387                $0
  River Central, LLC              $3,489,703                $0
  Tropicana Station, LLC         $11,584,720                $0

The Debtor-Affiliates also filed their respective statements
of financial affairs.

FCP Mezzco Borrower I, LLC, said it incurred losses from the
operation of its business during the two years before the
Petition Date:

Period                              Amount
------                           -----------
January 2009 to July 28 2009     ($3,239,604)
Fiscal Year 2008                 ($8,396,533)
Fiscal Year 2007                 ($2,157,006)

FCP Mezzco Borrower II, LLC, said it incurred losses from the
operation of its business during the two years before the
Petition Date:

Period                              Amount
------                           -----------
January 2009 to July 28 2009     ($2,834,653)
Fiscal Year 2008                 ($7,478,609)
Fiscal Year 2007                 ($2,126,989)

FCP Mezzco Borrower III, LLC, said it incurred losses from the
operation of its business during the two years before the
Petition Date:

Period                              Amount
------                           -----------
January 2009 to July 28 2009     ($3,721,578)
Fiscal Year 2008                 ($8,254,830)
Fiscal Year 2007                 ($1,702,451)

FCP Mezzco Borrower IV, LLC, said it incurred losses from the
operation of its business during the two years before the
Petition Date:

Period                              Amount
------                           -----------
January 2009 to July 28 2009     ($4,008,661)
Fiscal Year 2008                 ($7,741,467)
Fiscal Year 2007                         ($0)

Reno Land Holdings LLC, said it incurred losses from the
operation of its business during the two years before the
Petition Date:

Period                              Amount
------                           -----------
January 2009 to July 31, 2009   ($17,647,014)
Fiscal Year 2008                 ($7,905,516)
Fiscal Year 2007                   ($268,777)

River Central, LLC, said it incurred losses from the operation of
its business during the two years before the Petition Date:

Period                              Amount
------                           -----------
January 2009 to July 31, 2009        ($871)
Fiscal Year 2008                   ($1,410)
Fiscal Year 2007                     ($860)

Tropicana Station, LLC, said it incurred losses from the
operation of its business during the two years before the
Petition Date:

Period                              Amount
------                           -----------
January 2009 to July 31, 2009     ($79,650)
Fiscal Year 2008                     ($500)
Fiscal Year 2007                     ($500)

FCP VOTECO LLC and Fertitta Partners LLC, said they did not earn
from the operation of their business during the two years before
the Petition Date.

These Debtors disclosed that they made payments or transfers of
not less than $5,475 per transfer within 90 days immediately
preceding the Petition Date:

  Debtor Entity           Transfer Amount    Receiver
  -------------           ---------------    --------
  FCP Mezzco Borrower I        $1,833,333    Key Bank Real
                                             Estate Capital

  FCP Mezzco Borrower II       $1,604,166    Key Bank Real
                                             Estate Capital

  FCP Mezzco Borrower III      $2,228,125    Key Bank Real
                                             Estate Capital

  FCP Mezzco Borrower IV       $2,417,708    Key Bank Real
                                             Estate Capital

Frank J. Fertitta III, Lorenzo J. Fertitta, and Thomas Barrack
each own 33.33% equity at FCP VOTECO LLC.  LJF Investco, LLC owns
40.27% equity at Fertitta Partners LLC.  Station Casinos, Inc.
directly owns 100% equity at Reno Land Holdings LLC, River
Central, LLC, and Tropicana Station, LLC.

                       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: Northern NV's Schedules and Statement
------------------------------------------------------
A.     Real Property
      ConocoPhillips Property                        $1,241,287
      G&C Petroleum Property                          3,062,733
      Gluhaich Property                               1,813,213
      Klefman Property                                3,551,072
      Levin Property                                  3,252,622
      Rotma Property                                  7,270,261

B.     Personal Property                                   None
B.1    Cash on hand                                        None

B.2    Bank Accounts
      First Independent Bank of Nevada - 13021738         8,267
      First Independent Bank of Nevada - 13026414         1,000
      First Independent Bank of Nevada - 15021975       149,519

B.3    Security Deposits
      No NV Acquisitions - Utility Deposits                 100
      3/27/09 Deposit to replace Bond                     7,600
      Reno Old Town Utility Deposit                         888

B.35   Other Personal Property
      Prepaid Commissions - Leasing                       5,862
      Other                                                   5

       TOTAL SCHEDULED ASSETS                       $20,364,429
       ========================================================

C.   Property Claimed as Exempt                            None

D.   Secured Claim                                         None

E.   Unsecured Priority Claims                             None

F.   Unsecured Non-priority Claims
    Allstate Insurance                                    1,308
    Cleaners at Old Town Mall                             7,998
    Express Smog                                          2,365
    Floridas Beauty Salon                                 1,020
    Hong Kong Diner                                       1,809
    Lights Out Fighting                                   1,754
    Pirates Pizza                                         2,985
    Smoke, LLC                                            1,818
    The Black Horse                                       1,000
    The Bridal Boutique                                   1,492
    Other                                                     4

       TOTAL SCHEDULED LIABILITIES                      $23,553
       ========================================================

                Statement of Financial Affairs

Northern NV Acquisitions, LLC, disclosed that it incurred losses
from the operation of its business during the two years before
the Petition Date:

Period                              Amount
------                           -----------
January 2009 to July 31, 2009    ($5,002,308)
Fiscal Year 2008                ($18,664,445)
Fiscal Year 2007                     $22,637

Northern NV disclosed that it did not earn from sources other
than the operation of its business during the two years before
the Petition Date.

Northern NV reported that on March 1, 2009, assignee Reno Elks
Home Company accepted a deed in lieu of foreclosure; Northern NV
was relieved from paying Assignee $4,000,000 pursuant to a note
secured by a deed of trust.

Northern NV said it has received notice in writing by a
governmental unit that it may be liable or potentially liable
under or in violation of an Environmental Law:

  Site Name and                                     Environmental
  Address        Governmental Unit  Date Of Notice  Law
  -------------  -----------------  --------------  -------------
180 W. Peckham   Nevada Division       4/30/2008    Soil and
Ln., Reno,       of Environmental                   ground water
NV 89509         Protection Agency                  contamination

Station Casinos, Inc., directly owns 100% equity at Northern NV
Acquisitions, LLC.

                       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)


TETON ENERGY: Gets OK for DIP Financing, Cash Collateral Use
------------------------------------------------------------
Teton Energy Corporation, et al., sought and obtained authority
from the U.S. Bankruptcy Court for the District of Delaware Court
to obtain postpetition secured financing from a syndicate of
lenders led by JPMorgan Chase Bank, N.A., as administrative agent.

The DIP lenders have committed to provide up to $750,000.

Gersten Savage 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 DIP facility will mature on January 31, 2010.  The DIP
facility will incur interest at alternate base rate plus 5.25% per
annum.  In the event of default, the Debtors will pay an alternate
base rate plus 7.25% per annum.

The Debtors' obligations under the DIP facility are secured by
substantially all of the Debtors' assets.

The DIP lien is subject to a Carve-Out for U.S. Trustee and Clerk
of Court fees; up to $100,000 in fees payable to professional
employed in the Debtors' case; and up to $50,000 in fees of the
committee in pursuing actions challenging the DIP Lenders' lien.

The Debtors must comply with the budget, delivery of financial
information, and other standard covenants.

The Debtors must have their plan of reorganization confirmed by
the Court on or before January 31, 2010.

The Debtors are required to pay a host of fees to JPMorgan Chase,
a 2.00% upfront fee and 1.00% unused fee.  The Debtors also must
reimburse JPMorgan Chase for legal expenses and pay JPMorgan
Chase's lawyers and other bankruptcy professionals.

The Debtors also obtained authority from the Court to use the cash
collateral securing their obligation to their prepetition lenders.
Gersten Savage explains that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.  Gersten
Savage says that the Debtors will also use the cash collateral to
provide additional liquidity.

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lenders valid and automatically perfected
first priority replacement liens and security interests in and
upon the collateral, as well as superpriority administrative
claims.

The Debtors promise to provide the lenders weekly reports of
receipts and budgeted cash usage, copies of all reports filed with
the Office of the U.S. Trustee within two days after the filing,
and additional financial or other information concerning the acts,
conduct, property, assets, liabilities, operations, financial
condition, and transactions of the Debtors, or concerning any
matter that may affect the administration of the estates.

JPMorgan Chase is represented in the case by William L. Wallander,
Esq., and Clayton T. Hufft, Esq., at Vinson & Elkins LLP.

A copy of the DIP financing agreement is available for free at:

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

A copy of the budget is available for free at:

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

                       About Teton Energy

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.


THORNBURG MORTGAGE: Selling Mortgage-Servicing Biz. in February
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Chapter 11
trustee for Thornburg Mortgage Inc. obtained permission from the
Bankruptcy Court to initiate a process that will culminate in a
February sale of the mortgage-servicing business.  Bids must be
submitted by Jan. 28 but there will be no auction.  The Chapter 11
trustee will evaluate qualifying bids and negotiate the best offer
among them. A hearing for approval of the sale was scheduled for
Feb. 10.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


TISHMAN SPEYER: S&P Withdraws 'D' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating on Tishman Speyer Real Estate D.C. Area Portfolio
(Borrower) L.P.  At the same time, S&P withdrew its 'D' issue
rating and '4' recovery rating on the company's $570 million of
secured bank debt.

S&P withdrew its ratings on TSDC because S&P does not expect to
receive the financial information necessary to maintain its
recovery ratings going forward.  Earlier this year, the
partnership's high leverage and weak debt coverage measures were
exacerbated by declining asset values and slower-than-anticipated
lease-up for several assets under redevelopment.  Since missing
the July 22, 2009, interest payment, the company has been in
discussions with its lenders to modify the credit agreement.

TSDC currently operates and holds interests in 21 high-quality
office buildings in Washington, D.C., and nearby suburbs in
Northern Virginia and Maryland.  As of Sept. 30, 2009, occupancy
for the overall portfolio was roughly 86% (including one
Washington, D.C., asset that remains under renovation and another
that is currently in lease-up after renovation).

                           Ratings List

  Tishman Speyer Real Estate D.C. Area Portfolio (Borrower) L.P.

                                       Rating
                                       ------
                                     To      From
                                     --      ----
              Corporate credit       NR      D/NM/--
              Secured debt           NR      D
                Recovery rating      NR      4


TLC VISION: To Restructure Debt in Pre-Arranged Chapter 11 Filing
-----------------------------------------------------------------
TLC Vision Corporation (NASDAQ: TLCV) (TSX: TLC) said December 21
that it has reached an agreement with holders of a majority of the
Company's senior secured debt to restructure its balance sheet.

To expedite its financial restructuring, which includes a pre-
arranged plan of reorganization, the Company and two of its wholly
owned subsidiaries, TLC Vision (USA) Corporation and TLC
Management Services Inc., have filed voluntary petitions under
Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.  In addition, the
Company is seeking a recognition of its Chapter 11 filing in a
case that it is commencing in the Ontario Superior Court of
Justice under the Canadian Companies' Creditors Arrangement Act.
No other company operations, affiliates or subsidiaries --
including its TLC Laser Eye Centers -- are involved in the filing.

TLCVision said clinical care for patients continues without change
or interruption.  TLCVision will continue to honor the TLC
Lifetime Commitment.  The Company also said the filing will not
affect its on-going commitments to current employees.

The Company said that it and a group of its senior secured lenders
have agreed on a Chapter 11 plan of reorganization.  The plan
provides for the following: a conversion of certain of the funded
indebtedness to 100% of the new equity of TLC Vision (USA)
Corporation, which will emerge as a privately held Company;
reinstatement of the balance of the funded indebtedness on
restructured terms and conditions; payments to employees and
critical vendors in the ordinary course of business; and
distributions to certain secured and unsecured creditors.  There
is no assurance of any distribution of funds to the shareholders
of the Company under the plan.

TLCVision President and Chief Operating Officer Jim Tiffany said,
"This proceeding will enable us to continue providing our surgeons
and eye care professionals with the tools, technologies and
services they need to deliver high-quality patient care.  After
evaluating a number of strategic alternatives with our board of
directors and advisors, we decided that restructuring our debt
through court protection was the best way to preserve the value of
our business.

"We expect to emerge swiftly from Chapter 11 with a stronger
balance sheet and able to better capitalize on our industry
leadership position."

In conjunction with the Chapter 11 filing, TLCVision filed a
number of first-day motions that will allow it to continue to
operate in the ordinary course during the restructuring process.
These motions include: immediate approval of use of a $15 million
debtor-in-possession financing facility; continued payment of
wages, salaries and other employee benefits; and authority to use
its cash collateral. Additionally, the Company filed a motion
seeking the necessary relief from the Court to pay certain
critical vendors in full. In conjunction with the filing, the
Company has also reached agreement to sell its six refractive
centers in Canada.  Closing of the transaction is subject to
customary conditions and approval of the Bankruptcy Court. The
Canadian centers will continue to operate under the TLC Canada
name.

                          About TLCVision

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are $100
million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TRIAN ACQUISITION: Board Approves Plan of Distribution
------------------------------------------------------
Trian Acquisition I Corp.' Board of Directors has approved a plan
of distribution.  The Company expects that liquidating
distributions will commence as soon as practicable following
January 23, 2010.  The Company also expects that its warrants will
cease trading on the NYSE Amex after the close of business on
December 17, 2009, and that its shares and units will cease
trading on the NYSE Amex after the close of business on
January 22, 2010.

The Company is a special purpose acquisition company formed in
October 2007 for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more domestic or
international operating businesses or assets, within a prescribed
time frame required by its amended and restated certificate of
incorporation and the terms of its January 2008 initial public
offering.

The Company has evaluated numerous potential business combination
opportunities since its initial public offering.  Ultimately, the
Company was not able to consummate a transaction that met its
disciplined investment criteria.  Therefore, the Board of
Directors of the Company has concluded that it is in the best
interest of its stockholders to liquidate and return proceeds in
the trust account to stockholders.

The Company will liquidate the amounts held in its trust account,
which consist of proceeds from the Company's initial public
offering and private placement of warrants, together with the
deferred portion of the underwriters' discount and commission and
interest (net of applicable taxes and amounts withdrawn from the
trust account to cover working capital expenses).  Payable upon
presentation, liquidating distributions will be made to holders of
shares of the Company's common stock issued in its initial public
offering.  Stockholders whose stock is held in "street name"
through a broker will automatically receive payment through the
Depository Trust Company.  As of December 17, 2009, the balance in
the trust account (net of expected payments of expenses) was
approximately $909 million, or approximately $9.88 per share of
common stock issued in the Company's initial public offering.  The
Company may incur additional expenses prior to the distribution
date that may reduce the per share value of the trust account.  No
payments will be made with respect to any of the Company's
outstanding warrants or shares of common stock that were acquired
prior to the Company's initial public offering.

The Company will file with the Securities and Exchange Commission
a Certification and Notice of Termination of Registration on Form
15 for the purpose of deregistering its securities under the
Securities Exchange Act of 1934, as amended, and the Company will
delist its shares, warrants and units from the NYSE Amex.  As a
result, the Company will no longer be a public reporting company.


TRIBUNE CO: Gets Nod to Assume Diablo Lease
-------------------------------------------
The Bankruptcy Court authorized Debtor Los Angeles Times
Communications LLC to assume an unexpired lease of non-residential
property located at 1569 South State, in Anaheim, California.  The
Debtors relate that landlord Diablo Investment Co. has consented
to the assumption and has agreed that the payment of a cure amount
of $19,097 will satisfy any and all defaults under the Lease.

The Lease pertains to a distribution center used in LA Times'
business to coordinate and distribute the Los Angeles Times to its
various customers and subscribers in the Orange County, California
area.

"Rejection of the Lease would be detrimental to LA Times' business
and reorganization prospects, as it would be forced quickly to
find an alternative location for its distribution of the Los
Angeles Times in the Orange County area," says Stephanie Pater,
director, Real Estate of Tribune Company.

The Debtors related that the objection to the assumption of Diablo
Investment Co. was resolved.  Accordingly, the Debtors submitted
to the Court a revised form of order, which provides that other
defaults must be cured in order for Debtor Los Angeles Times
Communications LLC to assume the lease.  Moreover, nothing in the
order prevents or excuses LA Times from the payment of
postpetition rent and similar amounts in the ordinary course.

                       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: Gets Nod To Sell Illinois Property for $695,000
-----------------------------------------------------------
Debtor Chicago Tribune Company obtained the Court's authority to
sell, for $695,000, a parcel of real property commonly known as
555 East Plainfield, Countryside, Illinois to Michael D. Gain and
Jennifer R. Gain, pursuant to a Purchase and Sale Agreement dated
November 10, 2009.  The sale will be clear of all liens, claims
and encumbrances.

The Countryside Property is a commercial property consisting of
approximately 15,215 square feet over 0.71 acres, located 16 miles
from Chicago.  Historically, the Countryside Property was used as
a distribution center for the Chicago Tribune newspaper.  However,
Chicago Tribune notes, in order to consolidate operations, reduce
inefficiencies and increase cash flow through the sale of the
Countryside Property, operations were moved from this site to a
distribution center in Westmont, Illinois, on
May 31, 2009, leaving the property vacant.

According to Chicago Tribune, Cushman & Wakefield of Illinois,
Inc., the broker, has actively and aggressively marketed the
Countryside Property.  The Debtor tells the Court that it has
received five offers from prospective buyers, including that of
the Purchaser.  The Debtor maintains that Mr. & Mrs. Gain's offer
was not only the highest and best offer received but is also
reflective of the Countryside Property's current market value.

                       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: Panel Wants Merrill to Produce Documents
----------------------------------------------------
As part of its statutory duties pursuant to Section 1103(c) of the
Bankruptcy Code, the Official Committee of Unsecured Creditors has
been investigating acts, conduct, liabilities and financial
condition of the Tribune Co., including, without limitation, the
transaction that took place beginning in April 2007 and culminated
with the consummation of the merger of the Tribune Company and
Tesop Corporation in December 2007.

The Committee relates that as of February 2005, Tribune Company
and Merrill Lynch Capital Corporation, Tribune Company's financial
advisor, reviewed certain factors affecting Tribune Company's
Broadcasting and Entertainment Group and discussed, on a
preliminary basis, the range of financial and strategic options
available with respect to that business.  According to the
Committee, Merrill continued to serve as Tribune Company's outside
advisor for the next three years, during which Tribune Company,
Merrill and other discussed a number of possible alternative
transactions.

Ultimately, on April 1, 2007, Tribune Company's board of directors
approved the Leveraged ESOP Transaction designed to return Tribune
Company to private ownership with a newly formed Tribune Employee
Stock Ownership Plan, EGI-TRB, LLC, a Delaware limited liability
company wholly owned by Sam Investment Trust -- a trust
established for the benefit of Samuel Zell and his family -- and
Mr. Zell.  The Leveraged ESOP Transaction ultimately resulted in
the merger.

On December 20, 2007, Tribune Company completed the Merger,
culminating with:

  (a) cancellation of all issued and outstanding shares of
      Tribune Company's common stock as of that date; and

  (b) Tribune Company's becoming wholly owned by the ESOP.

In connection with its investigation, counsel to the Committee has
spoken with various parties involved and sent requests for
information surrounding the Leveraged ESOP Transaction and the
Merger to the Debtors and Mr. Zell, among others.  With respect to
Merrill, the Committee sent detailed requests for information on
March 26, 2009, which request was generally limited to information
that Merrill would have by virtue of its rule as an agent and a
lender under a Credit Agreement and Bridge Facility.

The Committee asserts that Merrill has been dilatory in its
production of email to it.  According to the Committee, its
counsel made several requests to Merrill's counsel for estimates
of:

  (a) when the first installment of the rolling production of
      Merrill's email was expected to arrive; and

  (b) the estimated amount of time the overall email production
      would take for completion.

Thus, the Committee asks the Court to order Merrill to:

  (i) commence its production of emails responsive to the May
      14, 2009 Amended Request for Information within one week
      of the date of the Court's order;

(ii) complete production of 75% of the total number of email
      documents by the close information on December 30, 2009;
      and

(iii) complete the remainder of that production no later than
      the close of business on January 8, 2010.

                  Merrill Lynch Talks Back

Merrill Lynch asks the Court to deny the Rule 2004 and order that
Merrill Lynch produce responsive, non-privileged documents from
the Proper E-mail Set only by January 31, 2010.

Merrill Lynch asserts that given the enormous volume of email data
generated by the Committee's discovery demands, it cannot complete
its email production until January 31, 2010.  According to Merrill
Lynch, the Committee has no one but itself to blame for the timing
of its email production.  Merrill Lynch asserts that the Committee
failed to:

  (i) approach Merrill Lynch for emails until September 18;

(ii) reach an agreement on the EDP until October 26; and

(iii) alert Merrill Lynch that its email production would have
      any impact on the Committee work until November 2009.

Joseph M. Drayton, Esq., at Kaye Scholer LLP, in New York, filed a
declaration with the Court supporting Merrill Lynch's objection.

            U.S. Bank Agree to Produce Documents

The Official Committee of Unsecured Creditors and U.S. Bank
National Association have agreed to an order directing U.S. Bank
to produce documents and respond to the Committee's "Schedule of
Information Requested in Connection with Analysis of the Merger"
which was sent to U.S. Bank on November 10, 2009.

U.S. Bank agrees to search for and produce any available documents
requested in the Request by sending them to the Committee's
special counsel in Washington, D.C., in electronic form.  U.S.
Bank agrees to attempt to complete its production by December 31,
2009, and to produce a privilege log with respect to production is
by January 15, 2010.

All production of the Documents will be without any waiver of
attorney-client or any other privilege, or of work-product
protection.  U.S. Bank expressly reserves all rights regarding
inadvertent production of privileged or work-product material
provided under Rule 502 of the Federal Rules of Evidence.

                       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)


TRONOX INC: Reveals Plan Term Sheet for Reorganization Plan
-----------------------------------------------------------
Tronox Incorporated has successfully negotiated an agreed-upon
framework for a plan of reorganization built around a new debt
facility, new equity financing and the establishment of certain
environmental remediation trusts and a litigation trust under a
comprehensive settlement of Tronox's legacy environmental
liabilities with the United States government.

The terms of the Plan are set forth in a term sheet that is
annexed to a plan support agreement entered into by Tronox, the
United States government, the official committee of unsecured
creditors, certain members of such committee in their individual
capacity, the holders of approximately 65% of Tronox
Incorporated's 9.5% unsecured notes due December 1, 2012 (the
"Bondholders"), and the attorneys for certain parties, as
representatives.  Pursuant to the Plan Support Agreement, Tronox
has agreed to work with these key stakeholders to draft, file and
seek confirmation of a plan of reorganization that is consistent
with the term sheet and pursuant to a timeline that is set forth
in the Plan Support Agreement.  Pursuant to the terms of the Plan
and the rights offering described below, holders of general
unsecured claims that are "accredited investors" and eligible to
participate in the rights offering would receive 70% of the equity
in the reorganized Tronox and all of Tronox Incorporated's 9.5%
unsecured notes due December 1, 2012 would be cancelled as of the
effective date of the Plan.  In addition, the current holders of
general unsecured claims would receive their pro rata share of a
general unsecured claims pool to be established, which would be
funded with 30% of the equity in the reorganized Tronox.  Under
the current terms of the Plan, and subject to further discussion
with the official committee of equity security holders, the
holders of the outstanding shares of common stock of Tronox
Incorporated would not receive any recovery in connection with the
Plan. As a condition to the execution of the Plan Support
Agreement by the other parties, Tronox will cancel the auction,
scheduled for December 21, 2009, to sell substantially all of its
assets pursuant to Section 363 of the Bankruptcy Code.

To fund its ongoing operations through the effective date of the
Plan, Tronox has entered into a credit agreement for a
$425 million debtor-in-possession financing facility with a
syndicate of lenders led by Goldman Sachs Lending Partners LLC.
The Replacement DIP Facility will repay Tronox's currently
outstanding secured debt, including the current debtor-in-
possession facility, in its entirety immediately upon approval of
the Replacement DIP Facility by the Bankruptcy Court.  Subject to
certain conditions set forth in the Replacement DIP Agreement, the
Replacement DIP Facility will convert into exit financing on the
effective date of the Plan.

In addition, Tronox has entered into an equity commitment
agreement pursuant to which the Bondholders committed to provide,
subject to certain conditions set forth in the Equity Commitment
Agreement, a $105 million equity infusion on the effective date of
the Plan through a backstopped rights offering that will be made
available to unsecured creditors that are "accredited investors."
Proceeds from these financings on the effective date of the Plan
would be used in part to provide $115 million to fund an
environmental remediation trust and a litigation trust that form
part of a comprehensive settlement of Tronox's legacy
environmental liabilities with the United States and certain state
governments.

Under the terms of the Plan, all government claims related to
Tronox's legacy environmental sites (both owned and non-owned)
will be settled with the United States and certain state
governments through creation of the environmental remediation
trust and the litigation trust referenced above, to which Tronox
will contribute $115 million in cash and 88% of its interest in
the litigation against Anadarko Petroleum Corporation and Kerr-
McGee Corporation (the "Anadarko Litigation").  Furthermore, under
the terms of the Plan, the holders of claims related to potential
asbestos, benzene and creosote liabilities against Tronox will
receive their pro rata share of $7 million in cash and 12% of
Tronox's interest in the Anadarko Litigation.

A December 22, 2009 hearing has been set at which the Bankruptcy
Court will be asked to approve the Plan Support Agreement, the
Replacement DIP Agreement, the Equity Commitment Agreement and the
transactions contemplated by such agreements.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TUMBLEWEED INC: To Lease 8 Properties to GE Under Plan
------------------------------------------------------
Kevin Eigelbach, staff writer at Business First of Louisville,
reports that Tumbleweed Inc. filed a proposed reorganization plan,
wherein the Company will give its largest creditor General
Electric Franchise Corp., owing $17.4 million, eight properties
including its restaurant at 4255 Outer Loop in turn for a credit
of $11.6 million.

Mr. Eigelback adds the Company will lease the properties from GE
Franchise at least $900,000 for 20 years.  The company will deed
two properties in Evansville, Indiana, and Sheffield Lake, Ohio,
to GE for a credit of $2 million, he notes.

According to the Plan, the Company will provides for a series of
new loans from its second-largest creditor Fifth Third Bank that
would restructure the $2.86 million that the company owed.

Headquartered in Louisville, Kentucky, Tumbleweed, Inc. --
http://www.tumbleweedrestaurant.com/-- together with Custom Food
Solutions LLC operate a chain of restaurants.

Tubleweed and Custom Food filed separate petitions for Chapter
11 relief on March 27, 2009 (Bankr. W.D. Ky. Case No. 09-31525 and
09-31526).  Ruby D. Fenton-Iler, Esq., at Borowitz & Goldsmith,
PLC, David M. Cantor, Esq., at Seiller Waterman LLC, and Gary L.
Jones, Esq., at Jones Law Offices, represent Tumbleweed, Inc., as
counsel.  The Debtor listed between $10 million and $50 million
each in assets and debts.


USEC INC: Weak Credit Metrics Cue Moody's to Junk Corp. Rating
--------------------------------------------------------------
Moody's Investors Service downgraded its ratings for USEC Inc.,
lowering its corporate family and probability of default ratings
to Caa1 from B3 and its 3% convertible senior notes to Caa2 from
Caa1.  A developing rating outlook was assigned.  This concludes
Moody's review of USEC's ratings, which were placed under review
for possible downgrade on July 29, 2009.

The downgrade and the Caa1 corporate family rating reflect Moody's
expectation of weak credit metrics for the company over the next
several years; increasing competition from the company's three
primary global competitors, all of which are wholly or
substantially owned by governments; numerous risks related to the
development and commercial deployment of the American Centrifuge
Plant, an advanced uranium enrichment technology; and lack of
certainty regarding USEC's liquidity since its revolving credit
facility, which is used to secure over $40 million of letters of
credit, expires in August 2010.  The ratings are also constrained
by USEC's dependence on a single production facility, the
potential for higher costs for electric power, which accounts for
70-75% of USEC's costs to enrich uranium, reliance on numerous
agreements with the U.S. government for many important aspects of
its business, and regulatory risk.

USEC's ratings are supported by its significant market share,
sizable multi-year sales backlog with investment grade customers,
and a favorable supply-demand outlook for nuclear power.

Moody's ratings are predominantly based on its current operations
and do not try to predict the eventual outcomes associated with
the company's application for a loan guarantee from the U.S.
Department of Energy in support of ACP, nor subsequent financing
for ACP, which is a $3.5+ billion project.  If ACP goes ahead,
USEC will be a very different company -- and essentially have a
project financing rather than a corporate character.  When there
is more certainty on ACP, the DOE loan guarantee, and financing
arrangements for ACP, then Moody's will revisit Moody's USEC
rating, which would most likely move up as the commercial
deployment of ACP becomes more certain.  Moody's emphasize that
Moody's are not disregarding ACP in Moody's analysis.  Moody's
expect USEC will continue to work on the manufacturability and
quality assurance surrounding the AC100 production machines,
refinement of productivity and capital cost estimates, mitigation
of project risks, resolution of the issues raised by the DOE
prerequisite to approval of the loan guarantee, development of a
financing plan, and achievement of the milestones agreed to with
the DOE for deployment of ACP.  There are ongoing costs associated
with these activities but potentially serious long-term
consequences if USEC does not continue with the development and
deployment of ACP.  These are some of the reasons Moody's assigned
a developing outlook to the company.

Moody's last rating action on USEC was on July 29, 2009, when the
company's ratings were placed under review for possible downgrade
in connection with the DOE advising the company to withdraw its
loan guarantee application, and the convertible notes due 2014
were rated.

The company's ratings have been assigned by evaluating factors
that Moody's believe are relevant to the company's risk profile,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance 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 USEC's core industry; USEC's
ratings are believed to be comparable to those of other issuers
with similar credit risk.

Headquartered in Bethesda, Maryland, USEC, a leading global
supplier of low enriched uranium for nuclear power plants, had
revenues of $2.0 billion in the twelve months ending September 30,
2009.


VISTEON CORP: Creditors May Sue Ford over Spinoff
-------------------------------------------------
Creditors of Visteon Corp. are seeking to investigate the
company's ties with former parent Ford Motor Co. for a possible
lawsuit, according to ABI.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


WASHINGTON MUTUAL: Agrees With FDIC, JPM on Confidentiality
-----------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp., JPMorgan Chase
Bank, National Association, the Federal Deposit Insurance
Corporation, the Official Committee of Unsecured Creditors, the
Washington Mutual Bank Noteholders and the Office of Thrift
Supervision, have determined that certain information produced or
to be produced during discovery should be kept confidential in
order to protect their legitimate business and privacy interests,
their customers, and other parties-in-interest, with respect to
the actions involving:

  (i) WaMu's request for the turnover of $4 billion in funds
      held by JPMorgan; and

(ii) JPMorgan's complaint against the Debtors, the Creditors
      Committee and the FDIC to ensure that it is not divested
      of the assets and interests purchased in good faith from
      the FDIC, as receiver for WMB.

Accordingly, the Parties seek to enter into a Confidentiality
Stipulation and Protective Order.

Pursuant to the proposed Confidentiality Stipulation and
Protective Order, the Parties may designate documents or
information as "confidential or highly confidential" by placing
on or affixing to a document containing the information the words
"confidential" or "highly confidential" on each page of the
document.

All Unpublished Information under the Office of the Thrift
Supervision will be deemed Highly Confidential Information
whether or not designated by any Party.  A Designation of
Confidentiality will constitute as a valid representation to the
Court.

In the event a party produces two or more identical or
substantially identical documents of which a document is
designated as Confidential or Highly Confidential and the other
materials are not, all those Materials will be treated as
Confidential or Highly Confidential as appropriate.

Any Highly Confidential Information will not be filed with the
Court except as the Court may require.  If filed, the Documents
will be filed under seal for as long as they retain their Highly
Confidential Status.

The Parties further agree that Confidential Information may be
disclosed to:

  (1) current and former employees, officers and directors of
      the Parties, the Parties themselves and persons producing
      the information, provided that the Disclosure may be
      necessary to the litigation of the Actions;

  (2) counsel for the Parties to the Actions;

  (3) litigation support services;

  (4) persons expected to be deponents, trial witnesses and
      hearing witnesses in the Actions;

  (5) any person identified as an author of a document
      designated as containing Confidential Information;

  (6) Court officials involved in the Actions;

  (7) Court reporting personnel in the Actions;

  (8) any mediator or arbitrator in the Actions; and

  (9) retained outside consultants, financial advisors or
      experts.

On the other hand, Highly Confidential Information may be
disclosed only to:

  (1) current employees, officers or directors of the Party
      designating the information as Highly Confidential;

  (2) former employees, officers or directors of the Party
      designating the Information;

  (3) counsel for the Parties to the Actions;

  (4) litigation support services;

  (5) persons expected to be deponents, trial witnesses and
      hearing witnesses in the Actions;

  (6) any person identified as author of the Highly Confidential
      Document;

  (7) Court officials involved in the Actions';

  (8) Court reporting personnel;

  (9) any mediator or arbitrator involved in the Actions; and

(10) outside consultants, financial advisors or experts
      retained in the Actions.

The Parties ask the Court to approve their Stipulation, a full-
text copy of which is available for free at:

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

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Wants to Conduct Examination on FDIC, et al.
---------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure and Local Rule 2004-1 of the United States Bankruptcy
Court for the District of Delaware, Washington Mutual, Inc., and
WMI Investment Corp. ask the Court to compel the production of
documents and examination of witnesses from regulatory entities,
rating agencies, former WaMu suitors, banks, and professionals in
connection with the Debtors' investigation of certain prepetition
conduct that may unearth estate claims.

Specifically, the Debtors seek to conduct Rule 2004 Exams on
these parties:

  (1) The Federal Deposit Insurance Corporation
  (2) The Office of Thrift Supervision
  (3) The Office of the Comptroller of the Currency
  (4) the Board of Governors of the Federal Reserve System
  (5) The U.S. Department of the Treasury
  (6) The U.S. Securities and Exchange Commission
  (7) Former U.S. Treasury Secretary Henry M. Paulson, Jr.
  (8) Moody's Investors Service
  (9) Standard and Poor's Corporation
(10) Banco Santander, S.A.
(11) Toronto-Dominion Bank
(12) TD Bank, N.A.
(13) Wells Fargo, N.A.
(14) Federal Home Loan Bank-San Francisco
(15) Federal Home Loan Bank-Seattle
(16) The Goldman Sachs Group, Inc.
(17) PricewaterhouseCoopers
(18) Equale & Associates
(19) Richard F. Holt
(20) David Horne, LLC

The "Knowledgeable Parties" are likely to have information
currently unobtainable by the Debtors relevant to potential
estate claims sounding in business tort and tortious interference
against JPMorgan, Rafael X. Zahralddin-Aravena, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, asserts, on behalf of the
Debtors.

The Debtors specifically seek from the Knowledgeable Parties
documents and information relating to WaMu's acts, conduct, or
property, or their liabilities and financial condition, and any
other matter which may affect the administration of their Chapter
11 estates, Mr. Zahralddin-Aravena says.

The Information sought, Mr. Zahralddin-Aravena relates, is
closely relevant to allegations made in American National
Insurance Co., et al. v. FDIC, that JPMorgan:

  (i) engaged in sham negotiations designed to elicit
      confidential information from WaMu;

(ii) misused and publicly leaked this confidential information,
      in violation of a confidentiality agreement, to gain an
      unfair advantage in obtaining Washington Mutual Bank's
      long-coveted assets at a "fire sale" price; and

(iii) misused access to government regulators to acquire
      confidential information about contemplated government
      supervisory action directed at WaMu as part of an effort
      to "bargain and work with federal regulators for the
      seizure and sale of Washington Mutual's assets."

In particular, the Debtors assert that Discovery from each of the
Parties is warranted:

  -- to investigate a potential claim that JPMorgan leaked
     confidential WMI information to the Banks in an effort to
     prevent future loans to WaMu, restrict WaMu liquidity and
     drive WMB into Receivership;

  -- because the Regulators are in possession of information
     that the Debtors require to properly assess potential
     estate claims;

  -- because Discovery will aid WaMu's further investigation of
     a potential claim that JPMorgan leaked confidential WaMu
     information to the Rating Agencies in violation of the
     Confidentiality Agreement;

  -- because Discovery will the aid in determining the WaMu
     Suitors' engagement in talks to acquire or invest in WaMu
     and in finding out actions that they may have taken to
     interfere with a potential deal; and

  -- because Discovery from the JPMorgan Professionals will
     assist in JPMorgan's purported disclosure of confidential
     WaMu information to government regulators, rating agencies,
     media, and investors in an effort to, among other things,
     drive down WaMu's credit rating and stock price.

Mr. Zahralddin-Aravena asserts that the Rule 2004 Exam as it
relates to JPMorgan is appropriate and necessary and is unrelated
to any proceedings currently pending between JPMorgan and the
Debtors.  He maintains that the Requested Examination is not
duplicative of discovery taking place in the adversary actions
litigating (i) WaMu's request for the turnover of $4 billion in
funds held by JPMorgan, and (ii) JPMorgan's assertion against the
Debtors, the Official Committee of Unsecured Creditors and the
FDIC to ensure that it is not divested of the assets and
interests purchased in good faith from the FDIC, as receiver for
WMB -- of which both litigations are pending before the
Bankruptcy Court.

Mr. Zahralddin-Aravena maintains that the Rule 2004 Exam on the
Knowledgeable Parties will enable the Debtors, as estate
fiduciaries, to determine the validity and ownership of the
potentially significant claims.  He points out that to the extent
the Rule 2004 Exam demonstrates that the Debtors have viable
claims against JPMorgan, those claims are assets of the Debtors'
Chapter 11 estates and thus, any recovery will inure to the
benefit of the Debtors and their creditors.

Moreover, the Debtors insist that the Rule 2004 Exam will assist
them in identifying potential claims of the estates, which are
significant and may impact the administration of the estates and
formulation of a plan of reorganization.  The Debtors must obtain
necessary information under the Rule 2004 Exam in order to
properly discharge their duties as debtors-in-possession, Mr.
Zahralddin-Aravena states.

During the meet and confer process required by Bankruptcy Local
Rule 2004.1, a number of the Knowledgeable Parties agreed to
voluntarily produce documents responsive to Debtors' Rule 2004
Exam requests.  The Debtors' current Rule 2004 Motion is solely
directed at those parties with whom the Debtors were unable to
proceed consensually, Mr. Zahralddin-Aravena clarifies.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: A 'Group' Is An 'Ad Hoc Committee,' Judge Says
-----------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, U.S. Bankruptcy
Judge Mary F. Walrath in Delaware declined to allow a collection
of noteholders to avoid making required disclosures of their claim
holdings by calling themselves a "group" rather than an "ad hoc
committee."  Rules of bankruptcy procedure require an "entity or
committee representing more than one creditor" to make public
disclosure about the claim holdings of each member.  A group of
noteholders in the Chapter 11 liquidation of bank holding company
Washington Mutual Inc. only disclosed the membership, not each
member's holdings.  Judge Walrath, in her Dec. 2 opinion, said the
group "possesses virtually all the characteristics found in an ad
hoc committee, save the name."  She declined to accept the
argument that the group was a mere "loose affiliation of
creditors" who joined together to spread the cost of legal fees.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WESTERN REFINING: Moody's Gives Neg. Outlook; Keeps 'B3' Rating
---------------------------------------------------------------
Moody's Investors Service moved Western Refining, Inc.'s rating
outlook to negative from positive.  Moody's affirmed WNR's B3
Corporate Family Rating, B3 Probability of Default Rating, B3 (LGD
3:43%) senior unsecured note rating, B3 senior first secured Term
Loan B rating, and reduced the liquidity rating to SGL-4 from SGL-
3.

The move to a negative outlook reflects the cumulative impact of
the weak summer 2009 driving season, the current seasonally and
still cyclically extremely weak sector 2009-10 winter refining
margins, expected continued cyclical weakness during all of 2010,
and considerable uncertainty concerning the degree of seasonal
margin recovery to be expected for the summer 2010 quarters.  The
negative outlook also reflects concerns related to covenant
compliance during 2010.

While WNR has already successfully restructured its bank and Term
Loan B covenants to give it ample room to navigate its fourth
quarter 2009 and first quarter 2010 covenant tests, substantial
seasonal second and third quarter 2010 EBITDA recovery is needed
to meet the EBITDA/Interest and cumulative EBITDA tests for the
quarters ending June 30, September 30, and December 31, 2010.  WNR
will in all likelihood clear its very relaxed year-end 2009
covenants.

All but one covenant test were waived for March 31, 2010.  The
sole active first quarter covenant is a minimum single first
quarter EBITDA test of $5 million.  The two June 30, 2010 covenant
tests are first half EBITDA of $80 million and interest coverage
of 1.00 to 1.00.  These tests move to nine month September 30,
2010 EBITDA of $140 million and interest coverage of 1.25 to 1.00.
The cumulative EBITDA covenant then falls away, leaving two active
covenants at year-end 2010 - interest coverage of 1.50 to 1.00 and
Debt/EBITDA of 5.25 to 1.00.

Unless winter 2009-2010 margin weakness exceeds even Moody's
pessimistic view at this time, the ratings will be assessed again
roughly mid-way through first quarter 2010 when there will be
greater visibility on the underlying margin drivers preceding the
seasonally vital second and third quarter driving seasons.  The
outcome would depend on the strength of the underlying refined
product demand outlook, the free cash flow outlook, whether
alternative sources of leverage reduction were in progress and
whether, if needed, WNR was likely to be able to negotiate
covenant relief at that time.

The critical factors in staving off continuing severe refining
weakness will be (a) whether U.S. and world refined product demand
have sustained sufficient recovery to improve margins and (b)
whether Moody's see early promising signs of a sufficiently strong
2010 summer driving season to drive adequate WNR credit accretion.
In the meantime, WNR is restructuring its Four Corners refineries,
indefinitely suspending Bloomfield refinery operations and
dedicating its crude oil feed to the nearby Gallup refinery to run
it at much higher capacity utilization.  A long-running crude oil
shortage in the region had left both refineries running at roughly
one-half their capacity.  This will both reduce fixed costs in
absolute and spread pro-forma fixed costs at Gallup over higher
unit throughputs.  The large El Paso refinery is faring somewhat
better than cyclically weak Gulf Coast refining margins generally,
although that still means historically weak El Paso margins.  East
Coast margins remain extremely weak, possibly secularly weak, most
recently driving losses at the Yorktown refinery.

WNR's SGL-4 Speculative Grade Liquidity rating reflects the
possibility that cash flow will not cover interest and capital
spending over the next four quarters and that the undrawn revolver
could become unavailable if WNR does not meet its June 30, 2010
covenants.  Under WNR's $800 million secured borrowing base bank
revolver, with a borrowing base as of November 6, 2009, of
$545.8 million, there are no borrowings but approximately
$250 million to $290 million in letters of credit outstanding at
any given time.  WNR issues letters of credit to back its
purchases of crude oil.  WNR held $65 million in cash on
September 20, 2009.

The last rating action for WNR came on June 2, 2009, when Moody's
assigned B3 (LGD 3; 43%) ratings to WNR's eight year $325 million
fixed and $275 million floating rate note offerings, and affirmed
WNR's existing B3 Corporate Family Rating, B3 Probability of
Default Rating (PDR), B3 senior secured Term Loan B (LGD 3; 43%)
rating, and SGL-3 liquidity rating.

Western Refining, headquartered in El Paso, Texas, is an
independent refining and marketing company.  Western owns and
operates a 128,000 barrel per day low complexity light sweet
refinery at El Paso, Texas, a medium sized relatively complex
coking refinery at Yorktown, Virginia, and two very small light
sweet crude oil refineries at Gallup and Bloomfield, New Mexico.
Bloomfield refining operations are in the process of being
indefinitely suspended, enabling Gallup to run higher crude oil
throughput in that crude oil short region.  Bloomfield will
continue to operate as a products terminal.


WINNINGHAM DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Winningham Development, LLC
        4413 Bethel Road
        Olive Branch, MS 38654

Bankruptcy Case No.: 09-16348

Chapter 11 Petition Date: December 3, 2009

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

Judge: David W. Houston III

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Email: cmgeno@harrisgeno.com

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

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

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

The petition was signed by Bradley W. Sidle, chief manager of the
company.


WORLDSPACE INC: India Operations May Shutdown
---------------------------------------------
Chris Forrester at Rapid TV News, citing a report from Business
Line, says Worldspace Inc.'s operation in India may fold.  The
Company said it earned $4.6 million this year but operating
expenses and reorganization costs of $52 million leading to an
overall filing loss its "in Chapter 11 period."

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
Nos. 08-12412 to 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


WOUND MANAGEMENT: Posts $258,800 Net Loss in Q3 2009
----------------------------------------------------
Wound Management Technologies, Inc., reported a net loss of
$258,844 on total revenue of $102,926 for the three months ended
September 30, 2009, compared with a net loss of $341,489 on total
revenue of $77,084 for the same period of 2008.

The Company reported a net loss of $1,069,380 on total revenue of
$229,644 for the nine months ended September 30, 2009, compared
with a net loss of $928,228 on total revenue of $2125,484 for the
same period of the previous year.

Costs of revenues for the three months ended September 30, 2009,
were $98,123 and were $48,831 for the three months ended
September 30, 2008.  Costs of revenues for the nine months ended
September 30, 2009, were $511,875 and for the nine months ended
September 30, 2008, cost of revenues were $268,357.  Gross loss
for September 30, 2009, was $282,231 and was $52,873 for the nine
months ended September 30, 2008.

Selling, general and administrative expenses were $239,680 and
$386,888 for the three months ended September 30, 2009, and 2008,
respectively.  SG&A were $648,310 and $876,179 for the nine months
ended September 30, 2009, and 2008, respectively.  The Company
expects selling, general and administrative expenses to increase
as the Company continues to expand its marketing efforts and the
number of products it offers.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $4,934,524, total liabilities of
$1,606,632, and total shreholders' equity of $3,327,892.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $169,854 in total current
assets available to pay $1,606,632 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?4c0b

                       Going Concern Doubt

The Company has continuously incurred losses from operations and
has a significant accumulated deficit.  "These conditions raise
substantial doubt about its ability to continue as a going
concern."

It is the Company's belief that it will continue to incur losses
for at least the next twelve months, and as a result will require
additional funds from debt or equity investments to meet such
needs.  If the Company cannot obtain needed funds, it may be
forced to curtail or cease its activities.

                      About Wound Management

Wound Management Technologies, Inc. (OTC BB: WNDM)--
http://www.celleraterx.com/-- through its subsidiary Wound Care
Innovations, markets and distributes wound care products to the
healthcare market under patented technology licensed to the
company.  The Company's corporate headquarters are in Fort Worth,
Texas.


YRC WORLDWIDE: Inks Amendment to Revolver, ABS Facilities
---------------------------------------------------------
YRC Worldwide Inc. disclosed in a regulatory filing that on
December 15, 2009, it entered into amendment No. 13 to its credit
agreement.

The amendment: (i) extends the date upon which the revolving
commitments would be permanently reduced by an amount equal to the
then current aggregate revolver reserve amount to 12:00 a.m.,
January 12, 2010, if the exchange offers are not complete prior to
that date; (ii) extends the date to January 11, 2010 through which
YRC can access the existing revolver reserve block as defined in
the credit agreement for up to $50 million at any time for
specified operating needs; and (iii) extends the date when YRC
must begin to comply with the minimum available cash covenant to
the earlier of January 12, 2010, or the date that the exchange
offers are complete.

On December 15, 2009, YRC also entered into amendment No. 15 to
the ABS Facility.  The amendment (i) extends the deadline for YRC
to complete the exchange offers to January 12, 2010, for YRC to
begin to defer the portion of current letter of credit fees,
program fees and administration fees in excess of the fees in
place prior to February 12, 2009, (ii) in order for the expiration
of the ABS Facility to remain October 26, 2010, rather than
February 11, 2010, and (iii) extends the date when YRC must begin
to comply with the minimum available cash covenant to the earlier
of January 12, 2010, or the date that the exchange offers are
complete.

As reported by the Troubled Company Reporter, YRC 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.

Lenders holding at least 66-2/3% of the amount of commitments
under the credit agreement will be required to approve the revised
Minimum Condition for certain provisions of the 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 roughly $25 million per
quarter, and allow YRC access to the $106 million existing
revolver reserve.

YRC 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 these requirements and other amendments to
the 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 YRC provides certain requested
        information to the lenders on or before January 11, 2010.
        YRC 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 YRC retires any 8-1/2% Notes that
        remain outstanding following completion of the exchange
        offers, pay all amounts outstanding under the 5% Notes
        that retain a put right to require YRC to repurchase the
        notes prior to August 2010 and obtain the consent of
        66-2/3% of the lenders.

     -- YRC 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 will be reset
        based upon the company's current forecast.

     -- The minimum liquidity covenant will be reset to require
        that, (i) commencing on April 1, 2010, the company has at
        least $25 million of available cash (as defined in the
        credit agreement) at all times, and (ii) commencing
        October 1, 2010, the company has at least $50 million of
        available cash (as defined in the credit agreement) at all
        times.  Available cash is tested on each business day
        based on the daily average as of the end of business for
        the immediately preceding three business days.

YRC has said the documentation and final terms of the tentative
agreement in principle are being finalized and are subject to the
approval of lenders holding at least 66-2/3% of the amount of
commitments under the credit agreement.  The credit agreement
condition to the exchange offers will continue to be satisfied if
YRC executes an amendment with the material terms and conditions
substantially consistent with the terms and conditions outlined in
the prospectus supplement.

The amendment to YRC's credit agreement and the reduction in the
minimum conditions in the exchange offers will be conditioned on
the delivery to the lenders of a Certification of the Teamsters
pursuant to YRC's Amended and Restated Job Security Plan that it
approves of the amendments.

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.  The fund consent would permit
YRC to defer the payment of interest and to defer the beginning of
the repayment of deferred contributions to certain of the funds
upon the successful completion of the exchange offers.  The
approval is also a condition to the effectiveness of the credit
agreement amendment.  YRC said it is in active discussions with
the funds regarding the amendment to the minimum tender condition.

YRC did not make the November 25, 2009 interest payment of
approximately $2.5 million that was due on the Old 3.375% Notes
and the 3.375% Net Share Settled Notes.  YRC has said if the
default continues for a period of 30 days, which period ends on
December 25, 2009, the trustee under the indenture governing these
notes or holders of 25% of the aggregate principal amount of the
notes can accelerate YRC's obligations under these notes.  If this
occurs, it would result in cross defaults under many of YRC's
other debt agreements, leases and other financing and operating
agreements, which would have a material adverse effect on its
business.

In addition, if YRC consummates the exchange offers prior to
December 31, 2009, YRC will be able to defer approximately
$19 million in interest and fees that would otherwise be due under
its credit agreement on or immediately following that date.  If
YRC is obligated to make this payment and does not have access to
the $106 million revolver reserve, its liquidity position would
become unsustainable. As a result, YRC believes it is critical
that it complete the exchange offers prior to December 31, 2009.

YRC also said if it consummates the exchange offers at the minimum
tender conditions described, 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 credit agreement
will restrict YRC from using any of its operating cash, including
any tax refunds YRC may receive relating to its net operating
losses, to retire these notes, and thus YRC will be required to
obtain third party financing.  There can be no assurance that YRC
will be able to obtain this financing prior to March 1, 2010, or
that the terms of any such financing will be favorable to YRC or
its stakeholders.

                       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.

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

YRC Worldwide Inc., a Fortune 500 company headquartered in
Overland Park, Kan., -- http://yrcw.com/-- is one of the largest
transportation service providers in the world and the holding
company for a portfolio of successful brands including YRC, YRC
Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and
Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.


* Oil Platform Dismantling Spat Heads to State Court
----------------------------------------------------
A battle between Marathon Oil Co. and Union Oil Co. of California
over who is contractually responsible for decommissioning a now-
defunct oil platform in Alaska is heading to state court following
a federal judge's remand of the action over Marathon's objections,
Law360 reports.


* Virgin Islands Telecom Execs Protest Case Transfer
----------------------------------------------------
Law360 reports that executives of a group of insolvent Virgin
Islands telecommunication firms have appealed a federal judge's
decision to transfer a complicated settlement dispute involving
Greenlight Capital Inc. and Fulbright & Jaworski LLP to bankruptcy
court, arguing that the move was unconstitutional.


* Experts Say Commercial Property Woes Only Beginning
-----------------------------------------------------
According to industry experts, the commercial real estate market
(which includes shopping centers, strip malls, apartment
buildings, office buildings and warehouses) is due to suffer the
same fate as the recent collapse of the housing market only worse.
Commercial research provider Trepp found that delinquent loans in
commercial mortgage securities jumped 85 basis points to 5.65
percent at the end of November, up from just 4.8 percent a month
earlier.

In addition, the Mortgage Bankers Association's (MBA)
Commercial/Multifamily Delinquency Report showed that between the
second and third quarters of 2009, the 30-plus day delinquency
rate on loans held in commercial mortgage-backed securities rose
to 4.06 percent.  The 60-plus day delinquency rate on loans held
in life company portfolios rose to 0.23 percent.  And according to
Credit Suisse analysts, installments on $22.4 billion of mortgages
were 60 days late.

The increase in delinquency rates is expected to continue through
next year and peak in 2011.  There is about $300 billion in
negative equity overhang that needs to be refinanced in 2010 and
2011.  These numbers will only continue to increase as around $2
trillion in commercial mortgages are expected to come due for
payment within the next five years.

"What we are seeing now is the perfect recipe for disaster in the
commercial real estate market in 2010," said Jeramie Concklin,
Chief Executive Officer of Guardian Solutions, a commercial loan
restructuring company.  "A huge number of balloon payments for
commercial property loans are coming due in 2010 and 2011.  With
vacancy rates at high levels, unemployment soaring and commercial
property values plummeting, commercial property owners are not
going to be able to service their debt without serious
restructuring of their loans and business.  Property owners need
to prepare now in order to avoid default."

The United States Government has already taken steps in an effort
to curb the impact of the impending commercial real estate
meltdown.  The IRS has removed adverse tax consequences to
investors that grant commercial loan modifications to owners,
opening the opportunity for loan restructuring without imposing
tax consequences to investors.  The Federal Reserve also stepped
in, pushing new interagency guidance on restructuring commercial
real estate loans.

"We applaud the government's efforts to help commercial property
owners facing foreclosure secure loan restructuring," said Ira
Friedman, Chief Operating Officer of Guardian Solutions.
"Unfortunately the banks are not following suit.  Credit remains
tight and market conditions remain dismal, so refinancing is often
off the table.  Loan restructuring provides a viable alternative,
but to successfully secure a restructured loan requires intimate
knowledge of banking, business, law and finance that most property
owners do not have."

Commercial loan restructuring involves executing a plan to help
property owners avoid default and ultimately turning their
non-performing property asset into a performing property asset.
One aspect of restructuring includes permanently modifying the
original mortgage to include terms more favorable to borrowers
such as extending the length of the loan, a reduced interest rate,
lower mortgage payments, interest only payments for a specified
period and/or delayed payment of past due amount to the end of the
term.  Loan restructuring also includes a variety of other
solutions to ensure the long- and short-term viability of an
owner's commercial property such as a revised business plan,
expenditure reductions, revamped pricing structures for franchise
fees and legal maneuvers to protect assets.

The technical and legal aspects involved with securing a
commercial loan restructure prompts many property owners to ignore
their position and accept foreclosure rather than save their
investment.  This can result in losing the property, severely
damaging the borrower's credit and even personal bankruptcy.

However, commercial loan restructuring companies, such as Guardian
Solutions, can help stressed property owners navigate the complex
procedures, negotiations and nuances associated with a successful
loan restructure program.  Even mortgage brokers have difficulty
in providing answers to their clients in this regard.

"We have found that many commercial property owners and mortgage
brokers don't realize that there are opportunities and solutions
available for them to restructure their loans and avoid default,"
said Concklin.  "Guardian Solutions is a full-service loan
restructuring company that focuses solely on commercial
properties.  Our staff includes MBAs, lawyers, accountants, real
estate professionals that provide a comprehensive, individualized
restructuring program.  By leveraging the experience and
relationships we have already built in the industry, commercial
property owners can avoid foreclosure now, increase their current
cash flow, weather the commercial real estate collapse, and find
themselves in a much stronger position once the economy fully
recovers."

Guardian Solutions starts by evaluating an owner's asset
performance and potential.  A competitive analysis is also
performed to identify market trends and compare a client's
property with other properties in the geographic area.  From this
information, senior management creates a comprehensive
restructuring program including strategies for modifying the
owner's current mortgage with the lender.  The proposal is
submitted to the lender and Guardian Solutions' mediators enter
negotiations with the lender to secure the most advantageous terms
for the client.  Depending on the exact situation, the entire
process can take up to six months or longer.  But Guardian
Solutions offers a money-back guarantee that their services will
result in the lender accepting a restructure of the loan.

"Guardian Solutions can and will help commercial real estate
owners in distress," added Friedman.  "But the sooner a borrower
comes to us, the more options they have.  While it's never too
late to avoid foreclosure, a plan that's put in place at the first
sign of trouble usually contains the most beneficial terms and
achieves the greatest results. With the dismal forecasts for
commercial properties, wise property owners are taking a look at
their assets and preparing now for the eventual market declines."

                   About Guardian Solutions

Guardian Solutions -- http://www.GuardianSolutions.org/--
is the nation's largest commercial loan restructuring company and
is committed to helping commercial property owners save their
properties.  The Company's knowledgeable mediators are experienced
in a variety of disciplines to provide customized restructuring
solutions.


* Resources Global Promotes Brian Goodman to Sr. Practice Leader
----------------------------------------------------------------
Resources Global Professionals, a leading multinational provider
of professional services, has promoted Brian D. Goodman to Senior
Practice Leader for its Legal & Regulatory practice.  Mr. Goodman
will be responsible for the strategic growth and development of
the Legal & Regulatory practice in the Western Region, which
comprises 18 offices in the U.S. and Mexico.  Resources Global
Professionals is the operating subsidiary of Resources Connection,
Inc.

Mr. Goodman joined Resources in 2004 to design and launch the
Legal & Regulatory practice in Southern California.  "Our Legal &
Regulatory practice has grown substantially as corporations
increasingly recognize the value of our multi-disciplinary
services, which provide experienced and dedicated professionals to
meet peak needs or special projects, without the cost burden of
full-time employee salaries and benefits," said Don Murray,
Chairman and CEO of Resources.  "With Brian's leadership,
Resources has shaped a new way for our legal clients to obtain
highly capable support for their projects."

"In today's climate, General Counsels are under enormous pressure
to reduce legal expenses while still meeting the need to provide
high quality legal support," Mr. Goodman said.  "Resources bridges
a gap that previously existed between in-house law departments and
outside law firms.  By partnering with our clients to better
understand their businesses, we focus on client service and help
them find better and more efficient ways to manage work than was
traditionally performed by outside counsel or traditional
consulting firms."

With over 2,800 professionals globally, Resources is able to
assist clients with a wide array of legal challenges, including
mergers and acquisitions, initial public offerings, divestitures
and spin-offs, bankruptcies and restructurings, regulatory
compliance, investigations, contracts management, and litigation
support.  The Legal & Regulatory practice professionals average 16
years of experience from major law firms and corporate legal
departments in the U.S. and internationally.  Clients of the
company's Legal & Regulatory practice include Mattel, Verizon
Wireless, Bausch & Lomb, Broadcom, Advantage Sales & Marketing,
Western Digital, Toshiba America, St. John Knits and Sony
Electronics.

Before joining Resources Global, Mr. Goodman was a corporate
attorney focusing on general corporate and securities matters,
mergers and acquisitions, corporate governance, and technology
transactions.  Previously, he was senior corporate counsel and
secretary at Paciolan, Inc., and corporate counsel at AltaVista
Company.  Prior to his in-house roles, Mr. Goodman worked at the
Kansas City law firm of Shook, Hardy & Bacon, L.L.P., and served
as a judicial intern for The Honorable Arthur B. Federman, Chief
United States Bankruptcy Judge for the Western District of
Missouri.

Mr. Goodman received his J.D. from the University of Kansas School
of Law, and a B.S. in business economics and public policy from
the Kelley School of Business at Indiana University.  Mr. Goodman
serves on the Board of Directors at Human Options, a nationally
recognized nonprofit organization that serves the needs of victims
of domestic violence, and is also on the finance committee at the
Discovery Science Center. He resides in Costa Mesa, Calif., with
his wife and two children.

                   About Legal & Regulatory

The Legal & Regulatory practice of Resources Global Professionals
partners with corporate legal departments and law firms as a
trusted and reliable resource to help execute their legal, risk
management and regulatory initiatives.  The practice provides
clients with the consulting services of highly experienced legal
professionals, including attorneys, senior paralegals , contracts
managers, and regulatory compliance specialists to help meet
demands created by short and long-term staff absences, major
projects, regulatory inquiries, and rapid corporate growth. The
consultants average 16 years of experience from major law firms
and corporate legal departments in the U.S. and internationally.

              About Resources Global Professionals


Resources Global Professionals, the operating subsidiary of
Resources Connection, Inc., is a multinational professional
services firm that provides a wide array of consulting and
professional services to assist businesses in developing,
focusing, and executing business strategies.  Resources assists
clients with various types of projects in the areas of finance and
accounting, information management, legal and regulatory, risk and
compliance, human capital, and supply chain management.  Unlike
traditional management consulting firms, Resources not only
deploys subject matter experts to support client initiatives, but
also provides longer-term professional services to execute on the
strategies to ensure successful completion.  Resources was founded
in 1996 within a Big Four accounting firm.


* Tennebaum Capital Discloses Final Closing of DIP Financing Fund
-----------------------------------------------------------------
Tennenbaum Capital Partners, LLC, disclosed the third and final
closing of Tennenbaum DIP Opportunity Fund, LLC, a $454 million
fund focused on debtor-in-possession financing.

"The Fund will assist debtors with flexible loans that will
provide sufficient time to restructure during the reorganization
process," said Howard Levkowitz, Managing Partner of TCP.  "We're
positioned for this unique opportunity."

The Fund will lead, structure, agent and participate in DIPs and
DIP refinancings, using TCP's unique experience with distressed
investing to guide debtors through their restructurings.  The Fund
targets DIP loans of a minimum $10 million.

"This Fund builds on TCP's history of providing financing in
complicated situations or when financing is in short supply to
help distressed companies emerge from difficult circumstances and
achieve future success," said David Hollander, a Partner with TCP.

Debtor-in-possession financing, or DIP financing, is a special
form of financing provided to assist companies under Chapter 11
bankruptcy protection.  DIP financing is generally senior to other
debt, equity, and any other securities issued by a company.  DIP
loans are generally put into place at the beginning of bankruptcy
cases to provide immediate cash as well as ongoing working capital
to allow a company to reorganize.  DIP financing assists companies
by restoring vendor and customer confidence in the company's
ability to maintain its liquidity.

TCP has extensive experience working with companies in energy and
power, manufacturing, media and business services, retail and
consumer services, real estate, technology, telecom, and
transportation, but will consider loans in all industries.

Greenhill & Co., LLC, served as the exclusive global placement
agent for the Fund.

           About Tennenbaum Capital Partners, LLC

Tennenbaum Capital Partners(TM) is a Santa Monica, California-
based private investment firm.  The firm's investment strategy is
grounded in a long-term, value approach, and it assists -- both
financially and operationally -- transitional middle market
companies in such industries as technology, healthcare, energy,
aerospace, business services, retail and general manufacturing.
TCP's core strengths include in-depth knowledge of equity and debt
financing vehicles in the public and private markets, as well as a
thorough understanding of special situations.  These situations
may include legal, operational or financial challenges;
turnarounds, restructurings and bankruptcies; corporate
divestitures and buyouts; and complex ownership changes.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                             Total
                                                Total       Share-
                                   Total      Working     Holders'
                                  Assets      Capital       Equity
Company            Ticker          ($MM)        ($MM)        ($MM)
----------         ------         ------      -------     --------
AUTOZONE INC       AZO US      5,385.82      (186.44)     (483.96)
DUN & BRADSTREET   DNB US      1,600.30      (181.70)     (720.30)
CLOROX CO          CLX US      4,598.00      (665.00)      (47.00)
BOEING CO          BA US      58,667.00    (1,822.00)     (877.00)
MEAD JOHNSON-A     MJN US      1,964.30       502.30      (697.50)
UNISYS CORP        UIS US     2,741.10       186.80    (1,145.50)
BOEING CO          BAB BB     58,667.00    (1,822.00)     (877.00)
NAVISTAR INTL      NAV US      9,384.00       180.00    (1,294.00)
TAUBMAN CENTERS    TCO US      2,607.20          -        (466.57)
BOARDWALK REAL E   BEI-U CN    2,405.68          -         (36.79)
CHOICE HOTELS      CHH US        353.03       (13.42)     (132.91)
BOARDWALK REAL E   BOWFF US    2,405.68          -         (36.79)
LINEAR TECH CORP   LLTC US     1,466.40       993.39      (163.78)
WEIGHT WATCHERS    WTW US      1,076.72      (329.14)     (748.21)
MOODY'S CORP       MCO US      1,874.20      (305.80)     (647.50)
CABLEVISION SYS    CVC US     10,128.00      (111.68)   (5,193.36)
ARTIO GLOBAL INV   ART US        280.40          -         (33.37)
WR GRACE & CO      GRA US      3,936.80     1,095.10      (312.30)
IPCS INC           IPCS US       559.20        72.11       (33.02)
AFFYMAX INC        AFFY US       144.93         7.14        (2.73)
PETROALGAE INC     PALG US         3.23        (6.62)      (40.14)
DISH NETWORK-A     DISH US     8,658.74       710.57    (1,381.37)
IMS HEALTH INC     RX US       2,110.52       230.86       (42.68)
KL ENERGY CORP     KLEG US         4.53        (6.50)       (3.09)
SUN COMMUNITIES    SUI US      1,189.20          -         (95.46)
HEALTHSOUTH CORP   HLS US      1,754.40        35.90      (534.50)
REVLON INC-A       REV US        802.00       105.40    (1,043.40)
ARTIO GLOBAL INV   A1I GR        280.40          -         (33.37)
TENNECO INC        TEN US      2,939.00       233.00      (213.00)
SUCCESSFACTORS I   SFSF US       181.33         3.21        (2.59)
NATIONAL CINEMED   NCMI US       607.80        85.00      (504.50)
AGA MEDICAL HOLD   AGAM US       332.79        28.51       (47.64)
JUST ENERGY INCO   JE-U CN     1,378.06      (392.04)     (350.05)
OCH-ZIFF CAPIT-A   OZM US      1,976.06          -         (88.36)
REGAL ENTERTAI-A   RGC US      2,512.50       (13.60)     (258.50)
THERAVANCE         THRX US       183.47       123.53      (175.21)
OVERSTOCK.COM      OSTK US       144.38        34.09        (3.10)
VENOCO INC         VQ US         715.17       (13.00)     (169.00)
INTERMUNE INC      ITMN US       157.15        92.82       (83.36)
CARDTRONICS INC    CATM US       457.20       (41.75)       (8.29)
UAL CORP           UAUA US    18,347.00    (2,111.00)   (2,645.00)
ARVINMERITOR INC   ARM US      2,508.00        27.00    (1,248.00)
CHENIERE ENERGY    CQP US      1,918.95        28.24      (472.03)
KNOLOGY INC        KNOL US       643.99        20.90       (41.94)
PALM INC           PALM US     1,326.92        61.03      (151.17)
SONIC CORP         SONC US       849.04        84.81        (4.27)
BLOUNT INTL        BLT US        487.85        29.49       (22.15)
UNITED RENTALS     URI US      3,895.00       312.00       (18.00)
WORLD COLOR PRES   WC CN       2,641.50       479.20    (1,735.90)
FORD MOTOR CO      F US      205,896.00    (9,751.00)   (7,270.00)
BLUEKNIGHT ENERG   BKEP US       316.83        (4.27)     (133.64)
MANNKIND CORP      MNKD US       288.66        34.89        (2.41)
WORLD COLOR PRES   WC/U CN     2,641.50       479.20    (1,735.90)
SANDRIDGE ENERGY   SD US       2,310.97         1.42      (190.99)
CENVEO INC         CVO US      1,601.19       203.42      (178.97)
INCYTE CORP        INCY US       472.82       358.38      (199.36)
CENTENNIAL COMM    CYCL US     1,480.90       (52.08)     (925.89)
EXTENDICARE REAL   EXE-U CN    1,655.19       126.26       (47.76)
AFC ENTERPRISES    AFCE US       115.70        (0.30)      (22.90)
JAZZ PHARMACEUTI   JAZZ US       102.17        (8.97)      (82.44)
TALBOTS INC        TLB US        839.70        (3.95)     (190.56)
DOMINO'S PIZZA     DPZ US        443.74       106.68    (1,350.12)
AMR CORP           AMR US     25,754.00    (1,448.00)   (2,859.00)
SALLY BEAUTY HOL   SBH US      1,490.73       341.73      (613.65)
OMEROS CORP        OMER US         6.91        (7.00)      (14.27)
AMER AXLE & MFG    AXL US      1,953.00        33.10      (739.60)
ACCO BRANDS CORP   ABD US      1,078.00       217.20      (102.90)
DEXCOM             DXCM US        53.96        25.84        (9.10)
EXELIXIS INC       EXEL US       421.10        91.53      (142.77)
PDL BIOPHARMA IN   PDLI US       264.45       (16.23)     (242.39)
OSIRIS THERAPEUT   OSIR US       110.80        48.53        (3.29)
PROTECTION ONE     PONE US       632.46         8.11       (82.40)
FORD MOTOR CO      F BB       05,896.00    (9,751.00)   (7,270.00)
SIGA TECH INC      SIGA US         8.17        (4.07)      (11.49)
CYTORI THERAPEUT   CYTX US        25.00        11.37        (1.42)
SELECT COMFORT C   SCSS US        82.27       (68.66)      (38.75)
ZYMOGENETICS INC   ZGEN US       243.39        59.40       (21.76)
WARNER MUSIC GRO   WMG US      4,070.00      (650.00)     (143.00)
VIRGIN MOBILE-A    VM US         307.41      (138.28)     (244.23)
IMMUNOTECH LABOR   IMMB US         0.38        (2.32)       (2.09)
DELCATH SYSTEMS    DCTH US         6.77        (4.98)       (4.94)
US AIRWAYS GROUP   LCC US      7,744.00      (552.00)     (260.00)
EPICEPT CORP       EPCT SS        11.96         5.79        (5.16)
MEDIACOM COMM-A    MCCC US     3,721.86      (253.93)     (434.75)
LIN TV CORP-CL A   TVL US        772.71         6.57      (188.41)
QWEST COMMUNICAT   Q US       20,225.00       766.00    (1,031.00)
EASTMAN KODAK      EK US       7,483.00       935.00      (651.00)
HOVNANIAN ENT-A    HOV US      2,024.58     1,261.10      (316.31)
STEREOTAXIS INC    STXS US        40.48         1.36       (15.27)
HOVNANIAN ENT-B    HOVVB US    2,024.58     1,261.10      (316.31)
PRIMEDIA INC       PRM US        244.57       (13.17)     (113.20)
SINCLAIR BROAD-A   SBGI US     1,629.15       (17.99)     (132.17)
ENERGY COMPOSITE   ENCC US          -          (0.01)       (0.01)
GLG PARTNERS-UTS   GLG/U US      466.58       168.33      (277.14)
GLG PARTNERS INC   GLG US        466.58       168.33      (277.14)
CINCINNATI BELL    CBB US      2,011.20        22.00      (614.00)
DYAX CORP          DYAX US        51.59        23.57       (49.20)
ADVANCED BIOMEDI   ABMT US         0.15        (1.24)       (1.16)
NPS PHARM INC      NPSP US       154.65        72.04      (222.37)
SEALY CORP         ZZ US       1,031.68       146.49      (115.14)
CC MEDIA-A         CCMO US    17,696.08     1,507.96    (7,020.56)



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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.

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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.

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