TCR_Public/091223.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 23, 2009, Vol. 13, No. 354

                            Headlines

ABE ALIZADEH: Puts Restaurants on Auction Block
ABITIBIBOWATER INC: Has FSC Certification of Forestlands
ABITIBIBOWATER INC: Wants to Settle Wrongful Death Suit for $6.5MM
ACCURIDE CORP: Contested Plan Goes to Creditors for Vote
ACXIOM CORPORATION: Moody's Assigns 'Ba2' Rating on $372 Mil. Loan

ALCOA INC: Moody's Reviews 'Ba2' Preferred Stock Ratings
AMERICAN EQUITY: Fitch Assigns 'BB' Rating on Senior Notes
APPLETON PAPERS: Completes Sale of C&H Packaging to InterFlex
ARCHANGEL DIAMOND: Wins Confirmation of Chapter 11 Plan
ARINC INCORPORATED: Moody's Raises Corporate Family Rating to 'B3'

ASARCO LLC: Deadline to File Administrative Claims on Jan. 25
ASARCO LLC: Parent Proposes Feb. 8 Deadline for Fee Applications
ASARCO LLC: Sterlite Appeals Order Confirming Grupo Plan
ASSOCIATED HEALTHCARE: Carroll Workers Get $400,000 Back Wages
AVAYA INC: Moody's Downgrades Corporate Family Rating to 'B3'

BARWOOD INC: Taxicab Regulations Enforceable in Bankruptcy Sale
BASIN WATER: Creditors Voting on 75% Liquidating Plan
BONEYARD LLC: Sec. 341 Creditors Meeting Set for Jan. 21
BONEYARD LLC: Wants to Sell Real Property to Toll Bros.
BOYD GAMING: Amends Bank Credit Facility for Flexibility

BROOKLYN ARENA: S&P Withdraws 'B' Rating on Senior Secured Notes
BUCYRUS INTERNATIONAL: Moody's Affirms 'Ba2' Corp. Family Rating
BUCYRUS INTERNATIONAL: S&P Affirms 'BB' Corporate Credit Rating
BULLION RIVER: Needs $1.3 Mil. New Equity to Reorganize
CAFE LUNA: Cost Overruns Cues Chapter 11 Bankruptcy

CAPMARK FINANCIAL: Elliott Affiliated Firms Acquire Tokyo Unit
CAPMARK FINANCIAL: Has Nod to Hire Dewey & LeBoeuf as Attorneys
CAPMARK FINANCIAL: Has Nod to Hire Reed Smith as Special Counsel
CAPMARK FINANCIAL: Panel Has Nod to Houlihan as Inv. Banker
CATHOLIC CHURCH: Wilmington Hiding $76M in Trust, Claimants Say

CHARLES RIVER: Moody's Retains 'Ba1' Corporate Family Rating
CHATTEM INC: Moody's Reviews 'Ba3' Corporate Family Rating
CHATTEM INC: S&P Puts 'BB-' Rating on CreditWatch Negative
CHEMTURA CORP: Authorized to Hire Deloitte as Accountant
CHEMTURA CORP: Gets Nod to Enter Into Contracts With Tetra Tech

CHEMTURA CORP: Seeks Nod to Tap Pillsbury as Litigation Counsel
CHRYSLER LLC: Chrysler Among Top Brands Avoided by Consumers
CHRYSLER LLC: Dealers Wary Over Appeals Process
CHRYSLER LLC: New Chrysler Restores Leasing Plan for Retirees
CHRYSLER LLC: New Chrysler to Keep Sterling Plant Until 2010

CHRYSLER LLC: Used Government Funds for Daily Expenses
CIRCUIT CITY: Credit Suisse Buying Claims
CIRCUIT CITY: Trial on Lawsuit vs. Sirius on June 24
CIT GROUP: Names 4 New Independent Directors; CFO Leone to Retire
CITADEL BROADCASTING: Case Summary & List of 50 Largest Creditors

CITADEL BROADCASTING: Chapter 11 Filing Cues Moody's 'D' Rating
CITADEL BROADCASTING: Gets Court OKs of All "First-Day Motions"
CITADEL BROADCASTING: Seeks Feb. 2 Extension for Schedules
CITADEL BROADCASTING: Wilmington Trust Not a Creditor
COBALT WORLDWIDE: Files for Chapter 11 Protection

COMMUNITY-GENERAL HOSPITAL: Moody's Cuts Bond Rating to 'B2'
COOPER-STANDARD: Corre Opportunity Buys Claims
CRUCIBLE MATERIALS: Remaining Assets Sold for $13.2 Million
DANA HOLDING: Moody's Raises Probability of Default Rating to 'B3'
DOLLARAMA GROUP: Moody's Upgrades Corporate Family Rating to 'Ba3'

DYNETECH CORP: Creditors Question $1.86MM Winter Park Home
ESTATE FINANCIAL: Three Resign from Official Creditors Committee
FAIRFIELD RESIDENTIAL: Wants Andrew Hinkelman as CRO
FAIRPOINT COMMS: Final DIP Hearing Moved to January 13
FAIRPOINT COMMS: Negotiating Settlement With Lenders

FAIRPOINT COMMS: Sec. 341 Meeting of Creditors Moved to Feb. 1
FAYETTEVILLE MARKETFAIR: Asks Court OK to Access Cash Collateral
FAYETTEVILLE MARKETFAIR: Taps Everett Gaskins as Bankr. Counsel
FILENE'S BASEMENT: Liquidating Plan Going Out for Creditor Vote
FORD MOTOR: Clears Major Hurdles in Sale of Volvo Unit

FORTUNET INC: Receives Delisting Notice, Has Plans to Appeal
GENERAL GROWTH: Court Convenes Plan Hearing for 26 Debtors
GENERAL MOTORS: Begins Omnibus Claims Objections
GENERAL MOTORS: GM to Present Opel Restructuring Plan in January
GENERAL MOTORS: Objects to FRG & Brittingham Rule 2004 Discovery

GENERAL MOTORS: W. Lawrence Appeal Denial of Lift Stay
GLOBAL CROSSING: Term of CEO Legere's Agreement Extended to 2012
GLOBAL CROSSING: GCUK Posts GBP1.569-Mil. Net Loss for Q3 2009
GUNDLE/SLT ENVIRONMENTAL: Moody's Cuts Corp. Family Rating to 'B3'
HACKETTS: To Shut Down Denmars Department Store

HARRAH'S ENTERTAINMENT: Files Prospectus on Resale of Notes
HARRAH'S ENTERTAINMENT: HOC Exchange Offer to Expire Jan. 21
HARTMARX CORP: Gets OK to Sell Distribution Facility
HAWKEYE RENEWABLES: Prepack Plan Offers 0% to Unsec. Creditors
HEARTLAND PUBLICATIONS: Case Summary & 20 Largest Unsec. Creditors

HEARTLAND PUBLICATIONS: Gets Court Okay of First Day Motions
HEARTLAND PUBLICATIONS: Chapter 11 Plan to Convert Debt to Equity
HEIDTMAN MINING: Wants Plan Filing Deadline Moved to March 1
HEATING OIL: State Court Suit Violating Stay Void Ab Initio
HIGHWOODS REALTY: Moody's Upgrades Senior Debt Rating From 'Ba1'

HSN INC: Moody's Changes Outlook to Stable, Affirms 'Ba2' Rating
IDEARC INC: Wins Confirmation of Plan of Reorganization
IMAGE ENTERTAINMENT: To Sell Up to $30MM Series B&C Stock
INFINITO GOLD: Court Delays Ruling; Bridge Loan Facility In Place
ISACK ROSENBERG: Rule 9019 Compromise Was Not Unreasonable

KRATON POLYMERS: Moody's Reviews 'B2' Corporate Family Rating
LATHAM INT'L: Files Chapter 11 With Pre-Packaged Plan
LEAR CORP: Moody's Affirms Corporate Family Rating at 'B2'
LEAR CORP: Warrants at $0.01 Per Share Become Exercisable
LEHMAN BROTHERS: Buys $3.46BB in Loans from German Bank Unit

LONGVIEW ALUMINUM: Control Irrelevant to Status as LLC Insider
LUNA INNOVATIONS: Confirmation Accelerated with Hansen Settlement
MAGUIRE PROPERTIES: Closes Sale of Lantana Media Campus
MAMMOTH TEMECULA: Court OKs Interdistrict Transfer of Ch. 11 Case
MERCER INT'L: Conducts Exchange Offer for $23.6MM of 8.5% Notes

MERVYN'S LLC: Sues Citigroup for Return of Rent Payments
MGM MIRAGE: Gary Jacobs Resigns as Director and Officer
MICHAEL DAY: RadiciGroup Bids to Acquire Assets for $5.7 Million
NEXTMEDIA GROUP: Plans Sale to Creditors in Prepack Ch. 11
NEXTMEDIA GROUP: Bankruptcy Cues Moody's Rating Cut to 'D'

NORICAN GROUP: Concludes Financial Restructuring Talks
NORTEL NETWORKS: Continues to Lead Global Carrier VoIP Market
NORTEL NETWORKS: Ledcor Buys Hain Capital's $608,000 Claim
NYC OFF-TRACK BETTING: List of 20 Largest Unsecured Creditors
OTTER TAIL: Aims to File Chapter 11 Plan by December 25

OVERLAND STORAGE: Receives Nasdaq Staff Determination Notice
PANOLAM HOLDINGS: Can Access Secured Lenders Cash Collateral
PARADISE PALMS: Can Hire Latham Shuker as Bankruptcy Counsel
PARADISE PALMS: Files Schedules of Assets and Liabilities
PARADISE PALMS: Creditor LEN Paradise Wants Case Dismissed

PARADISE PALMS: Wants to Obtain DIP Financing from EFO Financial
PRESERVE LLC: Has Until January 27 to File Chapter 11 Plan
PTC ALLIANCE: Black Diamond Named Winning Bidder for Assets
QUEST RESOURCE: Enters Into Amendments to Credit Agreements
RECKSON OPERATING: S&P Affirms 'BB+' Corporate Credit Rating

RED ROCKET: U.S. Trustee Wants Carve Out, Prepetition Claim Review
REPROS THERAPEUTICS: Awaits NASDAQ Ruling on Delisting Appeal
REYNOLDS & REYNOLDS: Moody's Affirms Corp. Family Rating at 'B1'
R.H. DONNELLEY: Gets Nod to Hire PwC as Special Accountants
R.H. DONNELLEY: Proposes to Assume Panorama Lease

RIVER WATER: Files for Chapter 11 Bankruptcy in Richmond
SAMSONITE STORES: Parent to Pay $1M to Settle FLSA Class Action
SANTA CLARA SQUARE: Case Summary & 7 Largest Unsecured Creditors
SONORAN ENERGY: Chapter 11 Case Dismissed Effective Dec. 31
SNOQUALMIE ENTERTAINMENT: Moody's Cuts Corp. Family Rating to Caa3

SOUTHEAST BANKING: Court Extends Plan Effective Date Until Dec. 31
SPANSION INC: Second Amended Joint Chapter 11 Plan Filed
SPRINGS WINDOW: Moody's Assigns 'B2' Rating on $38 Mil. Tranche
TARGA RESOURCES: Receives Requisite Consents for Senior Notes
TAYLOR-WHARTON: Plan Provides Consolidation of Estates

TEAM FINANCE: Moody's Reviews 'B2' Corporate Family Rating
THOMSON SA: Two Committees Approve Restructuring Plan
THORNBURG MORTGAGE: Court Approves Sale of $11 Billion Portfolio
TLC VISION: Case Summary & 30 Largest Unsecured Creditors
TRIBUNE CO: Appoints G. Spector as Chief Operating Officer

TRIBUNE CO: Fair Harbor Capital Buys Multiple Claims
TRIBUNE CO: Names Randy Michaels as Chief Executive Officer
TRUMP ENTERTAINMENT: Beal Amends Proposed Disclosure Statement
TXCO RESOURCES: Wins Approval of Disclosure Statement
VALASSIS COMMUNICATIONS: Enters Into Interest Rate Swap Agreement

VERTRO INC: Receives Non-Compliance Notice From NASDAQ
VISTA LEVERAGED: Moody's Upgrades Rating on Senior Notes to 'B3'
VISTEON CORP: Gets Nod for Sale of TVAP/TVEC JV Interests
VISTEON CORP: Panel Wants to Conduct Rule 2004 Exam on PwC
VISTEON CORP: Unsecured Creditors to Have 0% Recovery Under Plan

WASHINGTON MUTUAL: FDIC Wants Stay Relief for Set-Off Rights
WASHINGTON MUTUAL: Wence Sues WMB, BoA for Foreclosure
WATERSIDE CAPITAL Receives NASDAQ Delisting Notice
WAVERLY GARDENS: Can Access First Tennessee Cash Until December 31
WEDGE ENERGY: Completes Sale of Asset, Settlement With Creditors

WOODCREST CLUB: Asks Court's Go Signal for DIP Financing

* S&P Keeps Negative Outlook for Lodging & Gaming Industry
* Thompson Hine Names Seven New Partners

* Upcoming Meetings, Conferences and Seminars

                            *********

ABE ALIZADEH: Puts Restaurants on Auction Block
-----------------------------------------------
kmjnow.com reports that National Franchise Sales will be
conducting an auction for several Jack in the Box restaurants
owned by former Abe Alizadeh.  The auction will start this week,
with closing in March.

Abe Alizadeh is a longtime Jack in the Box Inc. franchisee in
Northern California.  In September 2009, Mr. Alizadeh sent four
entities that operate his Jack in the Box Inc. franchised
restaurants to Chapter 11 bankruptcy protection.


ABITIBIBOWATER INC: Has FSC Certification of Forestlands
--------------------------------------------------------
AbitibiBowater, in partnership with Produits Forestiers Petit-
Paris Inc. (PFPP), announced that forest management units (27-51
and 24-51) in the Lac Saint-Jean region in Quebec have received
certification to the Forest Stewardship Council (FSC) standard.
The certification covers over 6.1 million acres (close to
2.5 million hectares) of forestlands, making it the single largest
FSC certificate to be issued in the province of Quebec to date.
These forest management units supply fiber to the Company's
Girardville, Mistassini and Saint-Felicien sawmills; the PFPP
joint-venture sawmill; seven AbitibiBowater value-added and
engineered wood products facilities (including partnerships); as
well as the Company's Alma and Kenogami paper mills.

"The FSC certification of these Quebec woodlands provides an
additional independent confirmation of the sustainability of our
forest management practices and underscores our commitment to the
natural resources under our care," said David J. Paterson,
President and Chief Executive Officer.

As previously announced on September 3, 2008, AbitibiBowater is
committed to expanding on its inclusive approach to the
predominant third-party sustainable forest management (SFM)
certification standards.  The centerpiece of this commitment is a
Company-wide promise to maintain 100% third-party SFM
certification of all its managed woodlands.  In addition to the
FSC certification received today in Quebec, the Company continues
to pursue FSC certification initiatives in other management units
in Quebec, Ontario and Nova Scotia.  AbitibiBowater will also
expand audited FSC Chain-of-Custody certifications at a number of
Company operations.

FSC is an independent, non-governmental, not-for-profit
organization established to promote the responsible management of
the world's forests.  AbitibiBowater received its certification
from the Rainforest Alliance SmartWood(TM) Program, an FSC-
accredited certifier.

AbitibiBowater 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.

                       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: Wants to Settle Wrongful Death Suit for $6.5MM
------------------------------------------------------------------
AbitibiBowater Inc. and its units ask the U.S. Bankruptcy Court to
approve a settlement agreement they negotiated in relation to a
complaint filed by Tiffany Lloyd, Latoya Lloyd, Crystal Lloyd,
Mark Lloyd, Brittney Lloyd, Courtney Lloyd, Cameron Lloyd, Jake
Wells, Sr., and Mark O'Hara against them and Jeffrey Trammell in
the Circuit Court of St. Charles County in Missouri.

The Lloyd Complaint, currently ongoing, alleges causes of action
for wrongful death, negligence per se, and negligent supervision
hiring related to a November 2007 traffic accident. The Complaint
specifically alleges that Mr. Trammell, acting as an employee of
the Debtors, lost control of his vehicle in the County of St.
Charles, Missouri, and collided with Regina Lloyd's vehicle,
causing Ms. Lloyd to suffer injuries ultimately resulting in her
death, Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates.

Following extensive negotiations, the Debtors and the Claimants
agreed to settle any and all claims related to the Missouri
Action, and to establish the terms and a schedule for payment of
the agreed settlement amount.  The Settlement Agreement, which
was reached in accordance with Rule 9019 of the Federal Rules of
Bankruptcy Procedure, specifically provides that:

  (a) The Missouri Action will be settled for the sum of $6.5
      million, the entirety of which will be paid and satisfied
      from the proceeds of applicable insurance of the Debtors;
      and

  (b) In the event any judgment is obtained in the Missouri
      Action, including judgment for punitive, compensatory, or
      other damages of any kind, the Claimants will only enforce
      the judgment as to the $6.5 million settlement.

Under the Settlement Agreement, in no event will the Claimants
recover from the Debtors amounts in excess of $6.5 million.
Hence, limiting the Debtors' liability to an amount claimable
under the applicable insurance policies, causing the Debtors'
out-of-pocket expense to be likely minimal, Mr. Greecher points
out.

                       About AbitibiBowater

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

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

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

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

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


ACCURIDE CORP: Contested Plan Goes to Creditors for Vote
--------------------------------------------------------
Accuride Corp. has received approval of the disclosure statement
explaining its Chapter 11 plan of reorganization.  Accuride may
now send the plan to creditors for a vote.  Creditors are required
to return ballots by January 29.  The Debtor will present the Plan
for confirmation at a hearing scheduled for February 10.

The newly appointed shareholders' committee contends the plan
undervalues the company.

The Plan offers to return 100 cents on the dollar to unsecured
creditors and gives 98% of the new stock to holders of subordinate
notes.   Impaired creditors -- general unsecured claimants are not
impaired -- are voting on the Plan.

Additional terms of the Plan are:

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

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

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

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

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

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

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

Objections to confirmation of the Plan are due January 29.

                      About Accuride Corp.

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

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

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

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


ACXIOM CORPORATION: Moody's Assigns 'Ba2' Rating on $372 Mil. Loan
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Acxiom
Corporation's $372 million senior secured term loan maturing
March 15, 2015, and $120 million senior secured revolving credit
facility expiring March 15, 2014.  Concurrently, Moody's affirmed
Acxiom's Ba2 corporate family rating and Ba3 probability of
default rating.  These actions follow the company's amendment of
its credit agreement with its lenders.  Furthermore, the rating
outlook for Acxiom has been revised to stable from negative based
on the company's demonstrated ability to reduce its cost structure
and maintain profitability and good free cash flow while also
paying down a modest amount of debt during an economic downturn.

The amendment dated November 13, 2009, extended the maturity date
of a portion of the company's term loan and revolving credit
facility.  The $372 million term loan was carved out of the
company's $450 million existing term loan facility maturing
September 15, 2012.  The $120 million revolving credit facility
was extended from the company's $200 million revolving credit
facility maturing September 15, 2011.  The remaining amounts of
the term loan and revolver not extended will mature at their pre-
existing maturity dates.

Acxiom's Ba2 CFR continues to reflect the company's leadership
position in the database marketing services space, improved cost
structure and lower capital spend, and modest financial leverage.
The rating is constrained by its relatively high client
concentration, modest size (measured by profitability and return
on assets), and continued challenges in several markets the
company serves including financial services and retail, which
account for approximately 30% of revenues.

The stable outlook reflects Moody's expectations that Acxiom will
continue to prudently manage its cost structure during this
difficult environment and the company will begin to achieve
organic revenue and earnings growth at some point during 2010.
The stable outlook also assumes the company will continue to
generate good levels of free cash flow and exhibit conservative
financial policies.

This new rating was assigned:

* $372 million Senior Secured Term Loan due 2015 -- Ba2 (LGD-2,
  28%)

* $120 million Senior Secured Revolving Credit Facility expiring
  2014 -- Ba2 (LGD-2, 28%)

These ratings were affirmed:

* Corporate Family Rating -- Ba2

* Probability of Default Rating -- Ba3

* $78 million Senior Secured Term Loan due 2012 -- Ba2 (LGD-2,
  28%)

* $80 million Senior Secured Revolving Credit Facility expiring
  2011 -- Ba2 (LGD-2, 28%)

The last rating action was on December 13, 2007, when Moody's
confirmed Acxiom's Ba2 corporate family rating and assigned a
negative rating outlook.

With over $1.1 billion in revenues for the twelve months ended
September 30, 2009, Acxiom Corporation, headquartered in Little
Rock, Arkansas, is a customer data integration, data content and
information technology outsourcing services provider.  The company
provides data-processing services, database management, and
solutions for product-marketing applications.


ALCOA INC: Moody's Reviews 'Ba2' Preferred Stock Ratings
--------------------------------------------------------
Moody's placed Alcoa's Baa3 senior unsecured ratings and its
short-term Prime-3 rating under review for possible downgrade.

The review reflects the company's announcement that it will enter
into a joint venture with Ma'aden (the Saudi Arabian Mining
Company) to develop a new industrial complex in Saudi Arabia
comprised of a bauxite, an alumina refinery, aluminum smelter and
a rolling mill.  Alcoa will control 40% of the joint venture and
hold a 20% economic interest through an investment partnership.
Alcoa's equity investment will be in the $900 million range over a
four year period.  Given Moody's expectation for only slow
recovery in the aluminum industry and in Alcoa's earnings, the
potential for further delay in balance sheet improvement and debt
reduction as a result of this investment is a consideration
prompting the review.

The review also results from the slower than anticipated, by
Moody's, recovery in earnings generation through 2009 to date
despite higher than anticipated aluminum prices together with the
more moderate pace of improvement in debt protection metrics, debt
reduction, and balance sheet strength.  For the trailing twelve
months through September 2009, Alcoa's debt/EBITDA is 17.3x, using
Moody's standard adjustments.

The review will focus on the strategic benefit of this joint
venture to Alcoa, the timing of cash outflows, and the level of
returns expected as well as the outlook for the aluminum industry.
Moody's continues to believe the industry has excess capacity and
that a price correction is likely given that fundamental demand in
key end markets has not improved to the level that the run-up in
the price of aluminum would indicate.

The review will also focus on Alcoa's likely operating performance
over the next two years, cost position, and the degree to which
cost reductions achieved are sustainable in an improving business
environment.  The review will also consider working capital
investment requirements as business volumes increase as well as
capital expenditure requirements, including the timing of equity
investments in the new joint venture.  The ability to be free cash
flow generative and reduce debt from current levels such that
leverage metrics and interest coverage ratios move back into
ranges appropriate for investment grade ratings will also form an
integral part of the review.  Based upon third quarter run rates,
Moody's views Alcoa as running at EBITDA levels of between
$2.5 billion and $3.5 billion.

On Review for Possible Downgrade:

Issuer: Alcoa Inc.

  -- Commercial Paper, Placed on Review for Possible Downgrade,
     currently P-3

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa3

  -- Preferred Stock, Placed on Review for Possible Downgrade,
     currently Ba2

  -- Senior Unsecured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Baa3

  -- Senior Unsecured Conv./Exch.  Bond/Debenture, Placed on
     Review for Possible Downgrade, currently Baa3

  -- Senior Unsecured Commercial Paper, Placed on Review for
     Possible Downgrade, currently P-3

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently Baa3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Baa3

Issuer: Alcoa Trust I

  -- Preferred Stock Shelf, Placed on Review for Possible
     Downgrade, currently (P)Ba1

Issuer: Chelan County Development Corporation, WA

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently Baa3

Issuer: Milam (County of) TX, Indust.  Devel.  Corp.

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently Baa3

Outlook Actions:

Issuer: Alcoa Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Alcoa Trust I

  -- Outlook, Changed To Rating Under Review From Stable

Moody's last rating action on Alcoa was on March 18, 2009, when a
Baa3 rating was assigned to its convertible notes issuance due
2014.

Headquartered in New York City, New York, Alcoa is a leading
global producer of alumina, primary aluminum, and downstream
products.  Alcoa generated revenues of $18.7 billion in the twelve
month period ending September 30, 2009.


AMERICAN EQUITY: Fitch Assigns 'BB' Rating on Senior Notes
----------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to American Equity
Investment Life Holding Company's proposed issuance of 5.25%
contingent convertible senior notes due 2029.  The Rating Watch is
Negative.  See detailed list below for existing ratings, which
remain on Rating Watch Negative where they were placed on May 8,
2009.

Recently AEL announced its intention to exchange $56.2 million in
principle of its existing 5.25% contingent convertible senior
notes for an equal principal amount of the new issuance due 2029.
In addition to the exchanges, AEL privately placed $52.2 million
of the new issuance.  AEL intends to use the net proceeds from the
private placement of this new issuance for general corporate
purposes, which may include a reduction of outstanding debt and/or
a contribution to the capital and surplus of American Equity
Investment Life Insurance Company, AEL's primary insurance
subsidiary, to support its growth.

The Negative Rating Watch reflects Fitch's belief that some
uncertainty exists with respect to the ramifications of a Wells
Notice.

Fitch views AEL's chief credit strengths to include a high credit
quality bond portfolio, improved operating performance and
adequate statutory capital for the rating.  Fitch's rating
concerns include AEL's lack of diversification in revenue and
earnings, as well as distribution; increased credit risk in AEL's
investment portfolio over the next couple of years in a difficult
economic environment; and a possible spike in interest rates and
surrender rates.

Future credit considerations include the extent investment
impairments contribute more than expected volatility to earnings
and capital than what Fitch considers reasonable at the current
rating category.  Additionally, Fitch would expect downward
pressure on AEL's ratings if AEL were not able to react
appropriately to changes in the regulatory environment for the
sales of fixed-indexed annuity products, particularly with respect
to Rule 151A.

AEL is headquartered in Des Moines, Iowa and had reported total
GAAP assets of $21.3 billion and equity of $751 million at
Sept. 30, 2009.  AEILIC, the main operating subsidiary of AEL is
also headquartered in Des Moines and had total net admitted assets
of $16.3 billion and capital and surplus of $1.1 billion at
Sept. 30, 2009.

Fitch assigns this rating:

  -- 5.25% contingent convertible senior notes due 2029 'BB'; on
     Rating Watch Negative.

Fitch currently rates AEL and its subsidiaries:

American Equity Investment Life Holding Company

  -- Issuer Default Rating 'BB+';
  -- 5.25% senior convertible debentures due 2024 'BB';
  -- Trust preferred securities 'BB-'.

American Equity Investment Life Insurance Company
American Equity Investment Life Insurance Company of New York

  -- Insurer financial strength rating 'BBB+'.

The above ratings remain on Rating Watch Negative.


APPLETON PAPERS: Completes Sale of C&H Packaging to InterFlex
-------------------------------------------------------------
Appleton Papers Inc. has completed the sale of C&H Packaging to
InterFlex Group, Inc. based in Wilkesboro, North Carolina.

Terms of the sale were not disclosed.

In July, Appleton announced its intention to explore options to
sell C&H Packaging, a wholly owned subsidiary Appleton acquired in
April 2003.  C&H Packaging is located in Merrill, Wisconsin, and
prints and converts flexible plastic packaging materials for
companies in the food processing, household and industrial
products industries.  C&H Packaging employs roughly 80 people.

Appleton's chief executive officer, Mark Richards, said that
Appleton intends to focus its performance packaging operations on
film production.  Appleton's film-producing facilities include
American Plastics in Rhinelander, Wisconsin, and New England
Extrusion in Turners Falls, Massachusetts, and Milton, Wisconsin.

                        About Appleton Papers

Appleton Papers Inc. -- http://www.appletonideas.com/--
headquartered in Appleton, Wisconsin, produces carbonless,
thermal, security and performance packaging products.  Appleton
has manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.

As of October 4, 2009, Appleton had $830.1 million in total assets
against total current liabilities of $151.1 million, long-term
debt of $558.9 million, postretirement benefits other than pension
of $45.7 million, accrued pension of $102.7 million, environmental
liability of $38.1 million, other long-term liabilities of
$9.8 million, redeemable common stock of $133.6 million,
accumulated deficit of $114.1 million, and accumulated other
comprehensive loss of $95.9 million.

                           *     *     *

Appleton Papers carries Moody's "B3" senior secured debt rating;
"B2" long-term corporate family rating; and "Caa1" senior
unsecured debt and senior subordinate rating.  The Company carries
S&P's "B" long-term foreign issuer credit rating and long-term
local issuer credit rating.


ARCHANGEL DIAMOND: Wins Confirmation of Chapter 11 Plan
-------------------------------------------------------
Archangel Diamond Corporation announces that on December 17, 2009,
the United States Bankruptcy Court for the District of Colorado
entered an order confirming Archangel's Amended Plan of
Liquidation.

An involuntary Chapter 7 liquidation bankruptcy proceeding was
initiated against Archangel on June 26, 2009.  Archangel converted
the Chapter 7 proceeding to a Chapter 11 reorganization proceeding
on September 3, 2009, and it filed its Plan of Liquidation on the
same day.  Archangel obtained debtor-in-possession financing from
Firebird Global Master Fund, Ltd.  Archangel filed the Plan on
November 4, 2009, and distributed the disclosure statement for the
Plan and balloting materials on November 5, 2009.  Votes to accept
or reject the Plan received prior to the December 3, 2009
balloting deadline were counted. One hundred percent of those
creditors voting and 100% of those equity holders voting voted to
accept the Plan.  The confirmation hearing on the Plan was held on
December 11, 2009.

The Plan transfers the assets of Archangel -- being substantially
Archangel's legal proceedings against AGD, LUKoil and certain
related partie -- to a trust of which the Corporation's creditors
as of June 26, 2009, and the Corporation's equity holders as of
September 3, 2009, are beneficiaries, and otherwise sets forth the
treatment of such creditors and equity holders.  The Order
approves the treatment of creditors and equity holders of the
Corporation and establishes the binding legal effect of the Plan.
The claims of creditors as against Archangel were extinguished and
are now reflected as interests in the Liquidating Trust.
Archangel intends to apply for a recognition order from the
Ontario Superior Court of Justice which will domesticate the Order
and its effect in Canada.  As a result, Archangel will have no
assets, nor liabilities, nor any business or undertaking.
Subsequently, Archangel intends to apply to the NEX Board of the
TSX Venture Exchange for the voluntary delisting of its common
shares and will call a special meeting of Archangel's
shareholders, anticipated to be held in the first quarter of 2010,
to approve the delisting and the voluntary filing of Articles of
Dissolution of Archangel.  Full particulars concerning the special
business to be considered at the special meeting will be contained
in Archangel's management information circular which will be
mailed in late January 2010.

                      About Archangel Diamond

Archangel Diamond (NEX BOARD:AAD.H) is a Canadian diamond company
focused on exploration and mining in Russia.  The company is
listed on the Toronto Venture Exchange (trading symbol AAD).

Three creditors filed a petition to send Archangel Diamond
Corporation to liquidation under Chapter 7 of the U.S. Bankruptcy
Code on June 26, 2009 (Bankr. D. Colo. Case No. 09-22621).
Archangel subsequently converted its case to a Chapter 11
bankruptcy.


ARINC INCORPORATED: Moody's Raises Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service raised its ratings of ARINC
Incorporated; corporate family and probability of default ratings
each to B3 from Caa1, the first lien bank facilities to B1 from B3
and the second lien bank facilities to Caa2 from Caa3.  The
outlook is stable.

"The upgrade of the ratings reflects the strengthening of credit
metrics that followed the repurchase of first lien debt in the
first half of 2009, which the company has sustained with good
operating performance and cost management initiatives through the
remainder of 2009," said Moody's Senior Analyst, Jonathan Root.
Moody's anticipates EBIT to Interest of more than one time and
Debt to EBITDA of about 5.0 times at December 31, 2009.  These
levels are much improved from Moody's expectations early in 2009
when it downgraded the ratings to Caa1.

The B3 Corporate Family rating considers the still highly-levered
capital structure, profit margins that trail those of other
aerospace and defense companies and overall credit metrics
indicative of the single-B rating category.  However, ARINC
maintains a meaningful backlog of contracted business, including
the MI-17 helicopter program.  Moody's also anticipates that ARINC
will sustain modest positive free cash flow generation for 2009
and 2010 and that it will obtain new contract awards over time.
These factors and good liquidity mitigate potential downwards
pressure from the commercial customer base that is prone to
cyclical economic conditions and potential large swings in working
capital needs.

The stable outlook reflects Moody's expectation that operating
performance is not likely to deteriorate to levels weaker than the
B3-rating category because of the defense backlog and the
company's market position in air-to-ground aviation
communications.  While there is little further upwards rating
pressure in the near term, a positive rating action could follow
if EBIT to Interest improves to above 1.5 times and Debt to EBITDA
was sustained below 4.5 times.  The outlook could be changed to
negative or the ratings downgraded if free cash flow turns
negative or if the company is not able to sustain the backlog near
its current level of about 1.5 times consolidated revenue.  EBIT
to Interest sustained below one time or Debt to EBITDA that
increases above 6.0 times could also lead to a negative rating
action.

The principal methodology used in rating ARINC was Global
Aerospace and Defense, published in February 2007 and available on
www.moodys.com in the Rating Methodologies sub-directory under the
Research & Ratings tab.  Other methodologies and factors that may
have been considered in the process of rating ARINC can also be
found in the Rating Methodologies sub-directory on Moody's
website.

The last rating action was on February 24, 2009 when Moody's
downgraded the corporate family and probability of default ratings
to Caa1 from B3.

Issuer: ARINC Incorporated

Upgrades:

  -- Probability of Default Rating, Upgraded to B3 from Caa1

  -- Corporate Family Rating, Upgraded to B3 from Caa1

  -- First Lien Senior Secured Bank Credit Facility, Upgraded to
     B1 from B3

  -- Second Lien Senior Secured Bank Credit Facility, Upgraded to
     Caa2 from Caa3

LGD Assessments:

  -- First Lien Senior Secured, to LGD3, 31 from LGD3,36
  -- Second Lien Senior Secured, to LGD5,81 from LGD5,86

ARINC Incorporated, headquartered in Annapolis, MD, is a provider
of communications information technology products and services and
engineering services to the commercial aviation industry as well
as government agencies.


ASARCO LLC: Deadline to File Administrative Claims on Jan. 25
-------------------------------------------------------------
Asarco Incorporated and Americas Mining Corporation notified the
U.S. Bankruptcy Court for the Southern District of Texas and
parties-in-interest that their Seventh Amended Plan of
Reorganization for the Debtors became effective on December 9,
2009.  On the same day, the Parent's ultimate parent, Grupo
Mexico, S.A.B. DE C.V., announced the consummation of the Plan.

Grupo Mexico related in its statement that the Parent's Plan,
among other things, calls for Grupo Mexico to make a $2.2 billion
cash contribution to ASARCO LLC for distribution to creditors;
additionally disburse an estimated $1.4 billion in cash on hand
from ASARCO's balance sheet; guaranty ASARCO's issuance of a one-
year promissory note for $280 million payable to the asbestos
creditors; forgive $161 million worth of ASARCO upstream tax
obligations to AMC; and release AMC's claim to a $60 million tax
refund, which will instead remain with ASARCO's operations.

As widely reported, after a long legal battle between Grupo
Mexico/Parent and Sterlite/ASARCO LLC, District Court Judge Hanen
confirmed the Parent's Plan on November 13, 2009.  The Parent
Plan Confirmation paved the way for ASARCO's estranged Parent to
take control of the Debtors' business operations again.

To finance the Plan, Grupo Mexico revealed that a syndicate of
internationally recognized financial institutions has provided
$1.5 billion in financing to AMC.  Grupo Mexico contributed an
additional $700 million to fund the $2.2 billion cash
contribution on the closing date.

As of the Effective Date, Mark Roberts of Alvarez and Marsal
Holdings, LLC, became the Plan Administrator in accordance with
the Plan and Confirmation Order.

The Parent also notified parties-in-interest of these deadlines
in connection with the consummation of the Plan:

  * Deadline to file proofs of claim arising out of the
    rejection of contracts or leases will be the later of:

    -- January 8, 2010, which is 30 days after the Effective
       Date; and

    -- 30 days following the entry of an order approving
       rejection;

  * Deadline to file motions seeking payment of Postpetition
    Interest on a Claim at a rate other than the Plan Rate is
    on January 8, 2010;

  * Deadline to file motions seeking reimbursement of attorneys'
    fees and other costs and expenses associated with a Claim is
    on January 8, 2010; and

  * Deadline for Claimants, other than Professional Persons, to
    file requests for payment of Administrative Claims that
    arose after the September 19, 2008 Initial Administrative
    Claims Bar Date, and that remain unpaid on the Effective
    Date is on January 25, 2010.

In a separate notice, the Parent filed Exhibit 3 to the Parent's
Plan, which is the schedule of contracts and leases that are
being rejected under the Plan.  A copy of Exhibit 3 is available
for free at:

    http://bankrupt.com/misc/ASARCO_Plan_Exhibit3_120909.pdf

Pursuant to the Parent's Plan, any person or entity that has a
Claim in connection with the rejection of the contracts and
leases listed on Exhibit 3 will have until January 8, 2010 to
file a Proof of Claim, or the Claim will be barred and
discharged.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                       About ASARCO LLC

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

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

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

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

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

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

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

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

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


ASARCO LLC: Parent Proposes Feb. 8 Deadline for Fee Applications
----------------------------------------------------------------
In an effort to streamline and consolidate the fee application
and substantial contribution claim processes in ASARCO LLC's
bankruptcy case, Asarco Incorporated and America Mining
Corporation asks the Bankruptcy Court to establish certain
guidelines, deadlines and hearing dates for:

  (a) the applications for final allowances of compensation or
      reimbursement of expenses under Section 330 of the
      Bankruptcy Code;

  (b) Halcyon Master Fund L.P. and DK Acquisition Partners,
      L.P.'s request to allow their administrative expense
      claims;

  (c) the application of Sterlite (USA), Inc., and Sterlite
      Industries (India) Ltd. for allowance of compensation for
      substantial contribution under Section 503(b) of the
      Bankruptcy Code;

  (d) all other applications for the allowance of substantial
      contribution claims pursuant to Section 503(b)(3)(D), and
      related claims for reasonable compensation for
      professional services pursuant to Section 503(b)(4), other
      than the Halcyon Substantial Contribution Motion and the
      Sterlite Substantial Contribution Motion;

  (e) the applications for fee enhancements or success fees,
      including the request for approval of bonuses to Edward R.
      Caine, H. Malcolm Lovett, Jr., and Joseph F. Lapinksy; and

  (f) the motions for appointment of a fee examiner.

The Parent relates that they propose general guidelines,
deadlines and hearing dates under a certain Scheduling Order to
facilitate the efficient and comprehensive resolution of the
attendant applications and motions and maximize the time and
resources of the Court, the Debtors, their estates and their
stakeholders.

A copy of the Proposed Scheduling Order can be obtained for free
at http://bankrupt.com/misc/ASARCO_ProposedSchedule_121509.pdf

Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas, states that among other things, the Proposed
Scheduling Order provides for these terms:

  -- All Final Fee Applications, General Substantial
     Contribution Claims, and Fee Enhancement Applications must
     be filed by February 8, 2010, unless otherwise allowed by
     the Court, after a showing of good cause.

  -- Written objections to the Applications are due on March 10,
     2010.

  -- Interrogatories, requests for production of documents and
     requests for admission in connection with the Applications
     are due March 30, 2010.

  -- Applicants and Objectors will serve their responses,
     admissions and objections to each timely Discovery Request
     on or before April 14, 2010.

  -- The first hearing on Final Fee Applications and Fee
     Enhancement Applications will be scheduled for the week
     beginning May 24, 2010, with all subsequent hearings to
     take place on or before June 4, 2010.

  -- The first hearing on General Substantial Contribution
     Claims will be scheduled for the week beginning June 7,
     2010, with all subsequent hearings to take place on or
     before June 25, 2010.

The Parent sought and obtained the Court's nod for an expedited
hearing on its request set for December 18, 2009.

               Caine, Lovett and Lapinsky Object

Edward R. Caine, H. Malcolm Lovett, Jr. and Joseph F. Lapinsky
jointly tell Judge Schmidt that they object to the Parent's
request to the extent that the request attempts to delay the
scheduled hearing on their payment request and to group them with
other requests by case professionals for fee enhancements and
bonus payments that may or may not be filed.  They insist that
the issues relevant to their bonus request are distinct from
those of hourly or commissioned professionals.

Accordingly, Messrs. Caine, Lovett and Lapinsky ask the Court to
deny the Parent's request to the extent that it is intended to
cover their payment request.

                       About ASARCO LLC

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

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

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

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

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

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

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

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

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


ASARCO LLC: Sterlite Appeals Order Confirming Grupo Plan
--------------------------------------------------------
Sterlite (USA), Inc., and Sterlite Industries (India) Ltd.
notified the U.S. District Court for the Southern District of
Texas that they will take an appeal to the U.S. Court of Appeals
for the Fifth Circuit of District Judge Andrew S. Hanen's
Memorandum Opinion and Order of Confirmation and Injunction
entered on November 13, 2009.

Judge Hanen's November 13 Order confirmed the Seventh Amended
Plan of Reorganization for ASARCO LLC and its debtor affiliates
proposed by Asarco Incorporated and Americas Mining Corporation;
overruled USW's objections to confirmation of the Parent Plan;
and denied confirmation of the Debtors' Sixth Amended Joint Plan
of Reorganization.

Meanwhile, the principal parties in the Chapter 11 cases,
including the Debtors, the Parent, the Official Committee of
Unsecured Creditors and representatives of the Section 524(g)
Trust, have asked the U.S. District Court for the Southern
District of Texas to clarify which matters remain referred to the
Bankruptcy Court to adjudicate under Section 157 of the Bankruptcy
Code.

In consideration of the Parent's request for order regarding the
referral of matters to the Bankruptcy Court, District Court Judge
Andrew S. Hanen ruled that:

  (a) The District Court retains jurisdiction over any
      contested, disputed, or adversary matter related to:

      -- any of the injunctions issued on November 13, 2009,
         under the order confirming the Parent's Plan of
         Reorganization;

      -- the implementation, consummation, and effectuation of
         the Confirmation Order, as modified and supplemented on
         December 3, 2009;

      -- the labor issues, including the approval of any future
         agreed collective bargaining agreement; and

      -- the interpretation, construction, and enforcement of
         the Confirmation Order, as modified.

  (b) The District Court refers to the Bankruptcy Court for
      decision all matters described in Section 15.3 of the
      Parent Plan, except to the extent jurisdiction has been
      retained over the matter by the District Court.  For the
      avoidance of doubt, the referral explicitly includes
      these matters:

      -- The allowance and disallowance of all proofs of claim
         and requests for payment of administrative expenses,
         including all requests for allowance of fees and
         expenses of professionals engaged at the expense of the
         bankruptcy estates and all attendant requests for fee
         enhancements and bonuses, and all requests of parties-
         in-interest for allowance of substantial contribution
         claims, including also all requests of the Unions for
         allowance of their professional fees and expenses;

      -- Resolution of disputes between or among Reorganized
         ASARCO, the Environmental Custodial Trusts and third
         parties;

      -- Resolution of disputes between or among Reorganized
         ASARCO, the Section 524(g) Trust and third parties;

      -- Implementation of the transactions and payment of the
         allowed claims and administrative expenses contemplated
         under the Plan, including the transfer of the
         Designated Properties and Designated Sites and
         attendant contracts and related assets to the
         Environmental Custodial Trusts, and the transfers of
         assets and rights to the Section 524(g) Trust;

      -- All matters and proceedings related to the activities
         of the Plan Administrator and the Disputed Claims
         Reserve;

      -- All matters and proceedings principally involving tax
         refunds, tax payments, tax attributes, tax benefits,
         and similar or related matters with respect to any of
         the Debtors, Reorganized ASARCO, the Plan
         Administrator, and the Trusts arising on or prior to
         the Effective Date, arising on account of transactions
         contemplated by the Parent's Plan Documents, or
         relating to the period of administration of the
         Reorganization Cases;

      -- All matters and proceedings involving the rejection,
         assumption, or assignment of contracts and leases; and

      -- All avoidance actions brought under Chapter 5 of the
         Bankruptcy Code.

  (c) Subject to the releases and discharges in the Parent Plan
      and the November 13 Order, neither the November 13 Order,
      nor the District Court's order on retention of
      jurisdiction, nor this Order are intended to, nor will
      they, limit the rights of Reorganized ASARCO to commence
      suit and prosecute claims against any person or entity in
      any court of applicable jurisdiction.

  (d) To the extent allowed by law, and upon motion of the
      parties or sua sponte action by the District Court, any of
      the matters described under Paragraph 1 of the Order may
      be referred to the Bankruptcy Court.  Upon motion of the
      parties or sua sponte action, the District Court also
      reserves the right to withdraw the reference of any matter
      referred to the Bankruptcy Court by the November 13 Order,
      the Jurisdiction Order, or any other order entered by the
      District Court.

                        About Asarco LLC

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

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

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

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

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

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

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

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

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


ASSOCIATED HEALTHCARE: Carroll Workers Get $400,000 Back Wages
--------------------------------------------------------------
Sara Denhart at the Madison Courier says employees of Carroll
County Memory Hospital received $400,000 in back wages from
Associated Healthcare Systems Inc. of Brentwood, Tennessee.

Based in Brentwood, Tennessee, Associated Healthcare Systems Inc.
owns an operates a hospital and nursing home.  The company filed
for Chapter 11 bankruptcy on Oct. 1, 2007 (Bankr. M.D. Tenn. Case
No. 07-07219).  G. Rhea Lucy, Esq., at Gullett, Sanford, Robinson,
Martin, p.l.l.c., represents the Debtor in its restructuring
efforts.  In its petition, the Debtor listed both assets and debts
of between $1 million and $10 million.


AVAYA INC: Moody's Downgrades Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded Avaya's corporate family
rating to B3 from B2 and downgraded individual debt instruments as
outlined below.  The downgrade was driven by challenges presented
by the acquisition of Nortel's enterprise assets as well as the
large amount of additional debt incurred to finance the
acquisition (approximately $1 billion).  The transaction has
numerous strategic merits and has the potential to further bolster
Avaya's already leading position in the enterprise voice system
industry but Moody's views the risks associated with the
transaction combined with the already high debt load as sufficient
to warrant a one notch lower rating.  Prior to the acquisition,
Moody's viewed the company as on the low end of the B2 rating due
to the high leverage levels.  The ratings outlook is stable.

The acquisition brings Avaya access to Nortel's tremendous
installed base of corporate and government telephony system
customers as well as Nortel's extensive distribution channel.
Although Nortel's sales have deteriorated dramatically in the past
year, a significant portion of the decline was likely due to
uncertainty related to the bankruptcy proceedings of Nortel's
parent.  Avaya's ownership will likely provide comfort to Nortel
customers but the product roadmaps have yet to be rolled out and
ultimate acceptance may take some time to realize.  The
transaction is structured as an asset purchase in which Avaya will
only hire the personnel Avaya believes necessary to run the
business and therefore does not expose Avaya to pension and
severance obligations as well as other Nortel liabilities.

The B3 rating is predominantly driven by the very high leverage
levels and debt service requirements at Avaya at a time when they
are undertaking a significant acquisition and complex integration.
The rating acknowledges the company's industry leading position
within the enterprise telephony market and favorable replacement
trends facing the industry.  Leverage pro forma for the
transaction is estimated to be in excess of 7x funded debt to
EBITDA (on a Moody's adjusted basis which includes unfunded
pension obligations as well as adjustments for operating leases).
Despite the strong cash balances and strong cash generating
capabilities of the underlying business, the debt service,
restructuring costs, pension service and capital requirements of
the business will leave little cushion to support unforeseen
operating or integration challenges and minimal ability to make
material debt repayment.

Avaya's management team has made significant strides in improving
operating margins, working capital turns and the supply chain
since Avaya's going private transaction in 2007 and appears to
have a plausible plan for integrating Nortel and improving their
operations.  The risks are largely in the execution.

These ratings were downgraded:

* Corporate family rating to B3 from B2

* Probability of default to B3 from B2

* Senior Secured Revolving Credit Facility due 2013 to B1, LGD 3
  (33%) from Ba3, LGD3 (32%)

* Senior Secured Term Loan due 2014 to B1, LGD 3 (33%), from Ba3
  LGD3 (32%) $335 million

* $335 million Senior Secured ABL Revolving Credit Facility due
  2013 to B1, LGD 3 (33%) from Ba3, LGD3 (32%)

* $700 million Senior Unsecured Bridge Loan due 2015 to Caa2, LGD
  5 (80%) from Caa1, LGD5 (85%)

* $750 million Senior Unsecured PIK Toggle Bridge Loan due 2015 to
  Caa2, LGD 5 (80%) form Caa1, LGD5 (85%)

The above debt instrument ratings were determined using Moody's
Loss Given Default Methodology and based on relative priority of
the debt instruments within the capital structure.

Moody's most recent rating action on Avaya was August 1, 2008,
when Moody's assigned ratings to Avaya's ABL and Senior Unsecured
Loans.

Avaya is a global leader in enterprise telephony systems with LTM
revenue as of June 30, 2009, of $4.4 billion.  Nortel's enterprise
business had revenues of approximately $2.0 billion in the twelve
months ended June 30, 2009.


BARWOOD INC: Taxicab Regulations Enforceable in Bankruptcy Sale
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. District Judge
Peter J. Messitte in Baltimore ruled on Dec. 17 that a county
ordinance limiting the number of taxicab licenses that an owner
can sell in one year is an exercise of a police or regulatory
power that bankruptcy courts can't ignore.  The bankruptcy judge
signed a confirmation order approving the Chapter 11 plan over the
county's objection.  The county had denied the company's
application to transfer as many as 250 of its 360 taxicab
licenses.

According to the report, District Judge Messitte set aside
confirmation of the plan, saying the bankruptcy judge lacked power
to override the county taxicab ordinance restricting transfers of
licenses.  Judge Messitte noted that bankruptcy law subjects
reorganizing companies to valid police or regulatory laws by state
or local governments.  Judge Messitte said the bankrupt company
failed to carry the burden of showing "affirmatively and clearly"
that an ordinance which is facially an exercise of police or
regulatory power was in reality nothing other than a "purely
financial arrangement subordinate" to bankruptcy law.  Judge
Messitte said local laws must be enforced in bankruptcy if they
"protect health, safety and welfare."

                         About Barwood Inc.

Barwood Inc. -- http://www.barwoodinc.com/-- operates a taxi
company in the Montgomery County with 270 Passenger Vehicle
Licenses.  Blue Star Group, Inc. is the employer and paymaster for
all of the company's employees.

Barwood Inc. and its five of its affiliates filed voluntary
chapter 11 petitions with the U.S. Bankruptcy Court for the
District of Maryland on Jan. 29, 2007 (Bankr. Md. Case No. 07-
10860).

The Chapter 11 filing was triggered by two primary events, a
result of a legislative action and a litigation.

In November 2003, the Washington Post ran a series of articles
critical of the Montgomery County taxicab industry in general, the
County Executive, who is responsible for regulating the taxicab
industry, and the Company and its affiliates in particular.  ThAs
a direct result of these articles, the County Executive signed
into law, effective March 1, 2005, revisions to the Montgomery
County Code that resulted in a complete overhaul of the local laws
governing taxicabs.  This new legislation had significant adverse
impact on the company by, among other tings, severely restricting
the sale or transfer of licenses.

In addition, on Oct. 13, 2006, a District of Columbia jury awarded
a former customer, who was seriously injured in a collision,
damages in excess of $3 Million against Barwood, Inc., City Lease,
Inc. and the Washington Metropolitan Area Transit Authority.

Attorneys at Tydings and Rosenberg represented the Debtors.


BASIN WATER: Creditors Voting on 75% Liquidating Plan
-----------------------------------------------------
Bill Rochelle at Bloomberg reports Basin Water Inc. received
approval of the disclosure statement explaining its liquidating
Chapter 11 plan.  Creditors are now voting on the Plan.  With only
$38,000 in secured claims outstanding, unsecured creditors are
estimated to recover 75% on their $2.6 million in claims.

In September, the Bankruptcy Court authorized Basin Water to sell
its assets to Amplio Group SA for $2 million.  Although an auction
in August resulted in revised terms, the contract price didn't
rise from unit Amplio Filtration Holdings Inc.'s original
stalking-horse bid.

Based in Rancho Cucamonga, California, Basin Water, Inc. --
http://www.basinwater.com/-- designs, builds and implements
systems for the treatment of contaminated groundwater, industrial
process water and air streams from municipal and industrial
sources.

The Company and its affiliate, Basin Water-MPT Inc., filed for
Chapter 11 protection on July 16, 2009 (Bankr. D. Del. Lead Case
No. 09-12526).  Jaime Luton, Esq., and Michael R. Nestor, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $50,599,051 in total
assets and $14,235,275 in total liabilities.



BONEYARD LLC: Sec. 341 Creditors Meeting Set for Jan. 21
--------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Boneyard,
LLC's creditors on January 21, 2010, at 11:00 a.m. at 411 W Fourth
Street, Room 1-159, Santa Ana, CA 92701.

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.

Irvine, California-based Boneyard, LLC, is a limited liability
company whose sole member is Le Plastrier Management Co., Inc.
Boneyard filed for Chapter 11 bankruptcy protection on Dec. 14,
2009 (Bankr. C.D. Calif. Case No. 09-23930).  Richard W. Esterkin,
Esq., who has an office in Los Angeles, California, assists the
Company in its restructuring effort.  In its petition, the Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


BONEYARD LLC: Wants to Sell Real Property to Toll Bros.
-------------------------------------------------------
Boneyard, LLC, has sought the permission of the U.S. Bankruptcy
Court for the Central District of California to sell certain real
property to Toll Bros., Inc., free and clear of interests, for
$11 million.

The Debtor and Luckey Industrial, LLC, are single asset real
estate entities that are under common ownership.  The real
properties owned by the Debtor and Luckey are subject to trust
deeds in favor of Pacific Western Bank securing a single loan in
the amount of $13.5 million.  That loan is presently in default,
with foreclosure sales of the Debtor's real property scheduled for
February 17, 2010, and Luckey's property on December 22, 2009.

The Debtor seeks to sell:

     (a) real property;

     (b) 21 lots adjacent to the real property, which the Debtor
         is obligated to convey to Barto/Signal Hill Petroleum,
         Inc. and for which the Debtor is to receive a total of
         $630,000; and

     (c) two bank accounts, each of which hold $250,000, one of
         which is subject to the Bank's lien and the other of
         which is not.

The Debtors expects to close the sale by January 15, 2010.

The sale, if approved, will reduce the amount owed to the Bank to
$2.5 million, creating equity in Luckey' property and enabling
Luckey to restructure the debt encumbering its property and
avoiding losing that property to foreclosure.  The sale will also
result in Toll Bros. replacing certain bonds that were posted in
order to secure the entitlements to the Debtor's property.3 As a
result, the cash collateral securing letters of credit backing
those bonds, in the total sum of $500,000, will become available
to the Debtor, enabling the Debtor to further reduce the amount
owed to the Bank, as well as pay the administrative expenses of
this chapter 11 case and fund a dividend to unsecured creditors.

The Debtor asks that it be allowed to pay a $500,000 break-up fee
to Toll Bros. or the Bank in the event that the court approves a
sale to another buyer.  The Debtor requests that the Court
establish these minimum bidding increments: (a) for the first bid,
assuming that the Court determines to approve the requested break-
up fee, $600,000 and (b) for all further overbids, $100,000. Given
the amount of the proposed sale, the Debtor believes that bidding
increments of $100,000 are reasonable and that the first overbid
should be required to reimburse the Debtor for any break-up
fee that this Court may authorize plus the minimum increased bid
of $100,000.  The proposed purchase agreement provides for a good
faith deposit of $100,000, which has been made by Toll Bros.  The
Debtor requests that, in order for a bidder to qualify for
bidding, that the bidder must provide the Debtor with good funds
(cash or a cashiers check) in the sum of $100,000 at the time that
a bid is accepted as the winning bid.  The Debtor wants the Bank
to be permitted to credit bid at the sale hearing up to the amount
of its debt, which the Debtor believes to be $13.5 million.

Irvine, California-based Boneyard, LLC, is a limited liability
company whose sole member is Le Plastrier Management Co., Inc.
Boneyard filed for Chapter 11 bankruptcy protection on Dec. 14,
2009 (Bankr. C.D. Calif. Case No. 09-23930).  Richard W. Esterkin,
Esq., who has an office in Los Angeles, California, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


BOYD GAMING: Amends Bank Credit Facility for Flexibility
--------------------------------------------------------
Boyd Gaming Corporation amended its First Amended and Restated
Credit Agreement dated as of May 24, 2007.

"While not required by our lenders, this Amendment provides us
with enhanced flexibility and furthers our ability to pursue
potential strategic growth opportunities in the future.  This
Amendment was done with full consideration of our recently
announced proposal to acquire the assets of Station Casinos, and
that proposal was not contingent on this Amendment," said Keith
Smith, President and Chief Executive Officer of Boyd Gaming.

In addition to other changes, pursuant to the Amendment, beginning
March 31, 2011, Boyd Gaming's ratio to determine maximum funded
debt will increase:

    --  As of March 31, 2011, 7.00 times EBITDA for the four
        quarters ending on such date;

    --  As of June 30, 2011, 6.75 times EBITDA for the four
        quarters ending on such date;

    --  As of September 30, 2011, 6.50 times EBITDA for the four
        quarters ending on such date;

    --  As of December 31, 2011, 6.00 times EBITDA for the four
        quarters ending on such date;

    --  As of March 31, 2012, 5.50 times EBITDA for the four
        quarters ending on such date.

Under the previous terms of the Credit Agreement, Boyd Gaming's
ratio to determine maximum funded debt as of March 31, 2011 would
have been 6.50 times EBITDA for the four quarters ending on such
date, and would have been 5.25 times EBITDA for the four quarters
ending as of the end of each calendar quarter thereafter through
March 31, 2012.  The Amendment does not modify the existing
maximum leverage ratio through September 30, 2010, which ranges
from 6.50 to 7.25.  For the calendar quarter ending December 31,
2010, the Amendment decreases the maximum leverage ratio from 7.50
to 7.25.

Pursuant to the Amendment, Boyd Gaming reduced its borrowing
capacity from $4 billion to $3 billion.  The Company currently has
approximately $2 billion in outstanding debt under the Credit
Agreement, and has remaining incremental capacity of approximately
$1 billion.

                        About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation --
http://www.boydgaming.com/-- is a leading diversified owner and
operator of 16 gaming entertainment properties located in Nevada,
New Jersey, Mississippi, Illinois, Indiana, and Louisiana.

                       *     *     *

As reported in the Troubled Company Reporter on August 21, 2009,
Standard & Poor's Ratings Services said that it affirmed its 'BB-'
corporate credit rating on Las Vegas-based Boyd Gaming Corp. The
rating outlook is negative.


BROOKLYN ARENA: S&P Withdraws 'B' Rating on Senior Secured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its
preliminary 'B' rating on Brooklyn Arena Holding Co. LLC's senior
secured notes of up to $146.8 million that mature in 2017 at the
issuer's request.  At the same time, S&P withdrew its recovery
rating of '6'.

The notes were not sold in December 2009.  The issuer's intends to
market them in the new year.


BUCYRUS INTERNATIONAL: Moody's Affirms 'Ba2' Corp. Family Rating
----------------------------------------------------------------
Moody's affirmed Bucyrus International, Inc.'s Ba2 corporate
family rating, probability of default rating and senior secured
ratings but revised the ratings outlook to stable from positive
upon the announcement that the company had entered into a
definitive agreement to acquire the mining equipment business of
Terex Corporation (Terex Mining) for a consideration of
$1.3 billion.  To finance the acquisition, Bucyrus plans to enter
into a new term loan agreement, utilize its existing credit
facility (which is expected to be increased), and potentially use
approximately $300 million in Bucyrus's stock.  The acquisition is
subject to regulatory approvals and customary closing conditions.
Terex Mining is primarily engaged in the design, manufacture and
sales of hydraulic excavators, surface mining trucks and drilling
equipment, as well as sales of aftermarket parts and services.
Terex Mining has recently had sales of approximately $1.2 billion.

The rating affirmation considers Bucyrus's robust cash flow, the
elevated but manageable debt the company is expected to have
following the acquisition, and its commitment to repaying much of
the acquisition debt as quickly as possible.  The affirmation also
reflects relatively few integration risks related to the Terex
Mining acquisition, meaningful synergies, opportunities for
expansion in Terex Mining's aftermarket business, and modest
advantages in terms of geographic, end-market and customer
diversification.  The rating affirmation reflects the substantive
cushion the company has in its current Ba2 rating and, therefore,
its ability to accommodate an increase in debt and leverage.  As
of September 30, 2009, Bucyrus's debt to EBITDA was 1.4x using
Moody's adjustments for operating leases and underfunded pensions.
Upon closing of the Terex Mining transaction, assuming the full
purchase price is funded by debt, Moody's estimates that Bucyrus's
debt to EBITDA could go to 3.0x to 3.3x.

Nevertheless, Moody's recognizes the potential weakening of the
combined company's credit metrics going forward given current
weakened conditions in its mining equipment end-markets, as well
as Terex Mining's generally lower profitability.  The affirmation
of the ratings is contingent upon the company being able to
generate sufficient cash flow to enable rapid de-leveraging.
Should debt to EBITDA and EBIT to interest coverage not be below
2.5x and above 5.0x, respectively, by the end of 2010, negative
rating pressure may occur.  Additionally, the rating affirmation
at the Ba2 level is contingent upon smooth integration of the
acquisition, the company's ability to realize operational
synergies, and achieve improvement in Terex Mining's margins.

Bucyrus's current Ba2 rating is supported by its commanding market
share for surface and underground mining equipment, its large
installed equipment base, a high proportion of aftermarket parts
and services sales, which are more stable than original equipment
(OE) sales, and solid growth and profitability it has been able to
achieve as a result of the strong commodity cycle over the past
several years.  However, the ratings also reflect Bucyrus's
increased pro forma leverage, potential operating volatility due
to its dependence on the highly cyclical mining industry and
commodity markets, and the company's acquisitive nature.

The stable outlook reflects Moody's view that the worst of the
mining industry retraction is behind us and that Bucyrus will be
able to accomplish successful integration of the Terex Mining
acquisition and rapidly de-leverage its balance sheet.

These ratings were affirmed:

* Corporate family rating -- Ba2

* Probability of default rating -- Ba2

* $357.5 million secured revolving credit facility maturing May 4,
  2012 -- Ba2 (LGD3, 45%)

* EUR65 million five-year unsecured revolving credit facility
  maturing May 4, 2012 -- Ba2 (LGD3, 45%)

* $515 million secured term loan due 2014 -- Ba2 (LGD3, 45%)

Moody's previous rating action for Bucyrus occurred on August 1,
2008, when the company's corporate family rating, probability of
default rating and the secured debt ratings were raised to Ba2
from Ba3, and the outlook was changed to positive from stable.

Bucyrus International, headquartered in South Milwaukee,
Wisconsin, is a global manufacturer of surface and underground
original equipment used in the production of coal, copper, iron
ore, oil sands, and other minerals.  The company also provides
aftermarket replacement parts and services for these machines.  In
the twelve months ending September 30, 2009, Bucyrus generated
approximately $2.7 billion in revenues.


BUCYRUS INTERNATIONAL: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, on South Milwaukee, Wisconsin-based Bucyrus International
Inc. including the 'BB' corporate credit rating.  The outlook is
positive.

S&P expects the proposed acquisition of Terex's mining equipment
business to strengthen Bucyrus' position in the mining equipment
market by increasing its scale and broadening its product
portfolio.  As such, S&P view this transaction as favorable to
Bucyrus' overall business risk profile.  The acquisition, which is
not subject to shareholder approval by either company, is subject
to certain regulatory approvals and other customary closing
conditions and is expected to close during the first quarter of
2010.  "The positive outlook reflects the company's good credit
ratios, which have created some cushion for the company to pursue
the proposed acquisition," said Standard & Poor's credit analyst
Robyn Shapiro.

The ratings on Bucyrus reflect the company's fair business risk
profile, with its leading position in the niche market for surface
and underground mining equipment manufacturing.  Key business
risks include the company's exposure to the cyclical mining end
market and volatile commodity prices.  The company benefits from
its sizable installed machine base, the high barriers to entry in
the mining equipment manufacturing industry, as well as the solid
aftermarket for the company's parts and services.

Bucyrus manufactures electric mining shovels, blasthole drills,
and draglines for the surface mining industry.  It is one of the
world's leading manufacturers of large-scale excavation equipment
used in surface mining.  Following the May 2007 acquisition of DBT
GmbH, the company's underground mining business complements
surface mining equipment operations, with products such as roof
support systems and continuous miners and shearers.  Annual sales
of more than $2 billion include aftermarket sales in support of
its large installed base of long-lived machines, which are used
throughout the world for mining coal, copper, oil sands, gold,
iron ore, and other minerals.  The company's large installed base
of machines presents the opportunity for capturing a greater share
of replacement parts and repair business.

The outlook is positive.  Bucyrus' good credit ratios have created
some cushion for the company to pursue the proposed acquisition of
Terex's mining equipment business.  "If operating prospects for
the combined business remain adequate and Bucyrus continues to
generate good cash flows and demonstrates a commitment to debt
reduction, S&P could raise the rating within a year S&P could
raise the ratings if, for example, FFO to total adjusted debt is
greater than 30%.  Still, Bucyrus will need to maintain
acquisition and financial discipline in preparation for the next
inevitable downturn.  S&P could revise the outlook to stable from
positive if either a decline in market conditions or more
aggressive financial policies appear likely to cause FFO to total
debt to remain below 30%.


BULLION RIVER: Needs $1.3 Mil. New Equity to Reorganize
-------------------------------------------------------
According to redding.com, Bullion River Gold Corp. will reorganize
by attaining $1.3 million new equity financing, hiring a new
engineering and geology team, and locating its administrative
office at the French Gulch Mine.

Bullion River Gold Corp. (OTCBB:BLRV) announced on November 14,
2008, that it has filed a Form 15 with the Securities and Exchange
Commission suspending its reporting obligations under the
Securities Exchange Act of 1934.  Upon the filing of the Form 15,
the Company's obligation to file current and periodic reports were
suspended until total assets exceed $10 million and shareholders
of record exceed 500.  In addition, the company's common stock
will cease trading on the OTC Bulletin Board.  Due to the high
cost of compliance under the securities laws, rules and
regulations applicable to public companies, including the
Sarbanes-Oxley Act of 2002, the Company's board of directors
determined that it could no longer afford to remain a public
company.


CAFE LUNA: Cost Overruns Cues Chapter 11 Bankruptcy
---------------------------------------------------
Rick Rommell at the Journal Sentinel says Cafe Luna LLC filed for
bankruptcy in the U.S. Bankruptcy Court, saying its has been hurt
by the recession, cost overruns, delayed construction, lagging
sales and receivership.

Ms. Rommell says the company has $74,000 in assets and about
$1 million in debts.

Cafe Luna LLC operates an after-dinner lounge located along the
Milwaukee River at 106 W. Seeboth St.


CAPMARK FINANCIAL: Elliott Affiliated Firms Acquire Tokyo Unit
--------------------------------------------------------------
Luxembourg-based investment companies affiliated with Elliott
Management Corporation, a $16 billion private investment firm,
announced today that they have entered into a Sale and Purchase
Agreement to acquire 100% of the outstanding shares of Premier
Asset Management Company in Tokyo, the servicing business of
Capmark Financial Group.  Financial terms were not disclosed.

The transaction, which was approved last week by a U.S. Bankruptcy
Court in Delaware handling the sale of Premier in an auction
process of certain Capmark assets, is scheduled to close by
January 29, 2010.

Premier was the first company to acquire a servicing license in
Japan in the late 1990s.  Since then, Premier has grown into one
of Japan's market leaders for CMBS and warehouse non-recourse loan
servicing. In addition, the company provides special servicing to
defaulted non-recourse loans as well as third party non-performing
loan collections.

Elliott said it will to keep Premier's current management in place
and expects to maintain the company's existing platform in the
Japanese market.

"We are pleased to have been the successful bidder in this process
and expect to close the transaction as soon as possible," Elliott
said.

Elliott Management acts as advisor to Elliott Associates, L.P.,
and Elliott International Limited, which together have more than
$16 billion in assets under management.  The firm, founded in
1977, is one of the oldest private investment firms of its kind
under continuous management.  Elliott's investors include private
endowments and charitable institutions, family offices,
individuals, and friends and employees of the firm.

                  About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Has Nod to Hire Dewey & LeBoeuf as Attorneys
---------------------------------------------------------------
Capmark Financial Group Inc. and its units obtained the Court's
authority to employ Dewey & LeBoeuf LLP as their attorneys, nunc
pro tunc to October 25, 2009.  The Debtors tell the Court that
Dewey & LeBoeuf has represented them since February 2, 2009, in
connection with their restructuring efforts.

As the Debtors' attorneys', Dewey & LeBoeuf will:

  (a) advise the Debtors in connection with the legal aspects of
      a financial restructuring under Chapter 11;

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

  (c) 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 negotiation of disputes in which
      the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

  (d) take all necessary actions, including to negotiate and
      prepare on behalf of the Debtors, a plan related to
      disclosure statement and all related documents, and those
      further actions as may be required in connection with the
      administration of the Debtors' estates; and

  (e) perform all necessary legal services in connection with
      the prosecution of the Debtors' Chapter 11 cases.

The Debtors propose to pay the firm based on its customary hourly
rates:

           Professional           Range
           ------------           -----
           Partners               $625-$995
           Counsel                $625-$675
           Associates             $385-$625
           Paraprofessionals      $155-$275

The Debtors will also reimburse Dewey & LeBoeuf for all expenses
incurred in connection with its representation.

Michael P. Kessler, Esq., at Dewey & LeBoeuf, 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 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)


CAPMARK FINANCIAL: Has Nod to Hire Reed Smith as Special Counsel
----------------------------------------------------------------
Capmark Financial Group Inc. and its units obtained approval from
the Court to employ Reed Smith LLP as their special counsel, nunc
pro tunc to the Petition Date.  The Debtors have selected Reed
Smith because of its extensive history and experience as the
Debtors' primary outside counsel during the last five years.

As the Debtors' special counsel, Reed Smith will advise the
Debtors with respect to:

  (a) matters that involve recoveries against the Debtors'
      outside insurers and provide litigation services related
      to those matters;

  (b) loan servicing activities, including, without limitation,
      transfers of trust assets, real estate title work, loan
      defeasances and other types of work related to securitized
      real estate loans;

  (c) certain litigation matters; and

  (d) director and officer issues.

The Debtors will pay Reed Smith in accordance with the firm's
current hourly rates:

  Partners              $435-$1,110
  Attorneys             $320-$635
  Service providers     $115-$365

The Debtors will also reimburse Reed Smith for its actual and
necessary expenses and other charges.

According to the Debtors, Reed Smith held an advance retainer of
$700,000 for its services as of the Petition Date.

Ajay Raju, Esq., at Reed Smith LLP, in Wilmington, Delaware,
assures the Court that his firm does not hold or represent any
interest adverse to the Debtors' estates on matters in which it
is being engaged.

                      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: Panel Has Nod to Houlihan as Inv. Banker
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases obtained the Court's authority to retain
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker, nunc pro tunc to November 3, 2009.
The Committee has chosen Houlihan Lokey because it has wealth of
experience in providing financial advisory and investment banking
services in restructuring and reorganizations and enjoys an
excellent reputation for services it has rendered in large and
complex Chapter 11 cases on behalf of debtors and creditors
throughout the United States and globally.

The Committee maintains that given the complexity of the Debtors'
cases, their immense book of assets, and the numerous financing
transactions that have already been proposed that will continue
to be proposed, the services of Houlihan Lokey are deemed
necessary to enable it to adequately assess and participate in
meaningful negotiations regarding the potential sales or
reorganization of the Debtors' assets.

As the Committee's financial advisor and investment banker,
Houlihan Lokey will:

  (a) analyze business plans and forecasts of the Debtors;

  (b) evaluate the assets and liabilities of the Debtors;

  (c) assess the financial issues and options concerning (i) the
      sale of the Debtors, either in whole or in part, and (ii)
      the Debtors' Chapter 11 plan of reorganization or
      liquidation or any other Chapter 11 plans;

  (d) analyze and review the financial and operating statements
      of the Debtors;

  (e) analyze strategic alternatives available to the Debtors;

  (f) assist the Committee in identifying potential alternative
      sources of liquidity in connection with any debtor-in-
      possession financing and any Chapter 11 plans;

  (g) represent the Committee in negotiations with the Debtors
      and third parties;

  (h) provide testimony in court on behalf of the Committee; and

  (i) provide other financial advisory and investment banking
      services as may be agreed upon by Houlihan Lokey and the
      Committee.

The Debtors will pay Houlihan Lokey:

  (i) a monthly fee of $200,000;

(ii) a cash fee equal to $5,000,000, which fee will be (A)
      earned upon confirmation of any Chapter or Chapter 7 plan
      and paid upon consummation of that Plan or (B) earned and
      paid upon dismissal of the cases;

(iii) an incentive fee in an amount equal to 0.5% of value
      distributed to unsecured creditors in excess of
      $1,655,004,408;

Fifty percent of the Monthly Fees to be paid to Houlihan Lokey
after the ninth month will be credited towards the Base Fee.

The Debtors will also reimburse Houlihan Lokey for its necessary
expenses incurred.

The Debtors will indemnify and hold harmless Houlihan Lokey and
its affiliates, directors, officers, shareholders, partners,
members, agents, representatives, advisors, among others, from
any losses, claims, damages or liabilities.  However, the Debtors
will not be liable for any loss, claim, damage or liability which
is finally determined by a court to have resulted primarily from
the willful misconduct or gross negligence of that Indemnified
Party.

Bradley C. Geer, managing director of Houlihan Lokey & Zukin
Capital, Inc., 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)


CATHOLIC CHURCH: Wilmington Hiding $76M in Trust, Claimants Say
---------------------------------------------------------------
According to Law360, a committee of unsecured creditors alleges in
an adversary complaint that the Catholic Diocese of Wilmington
Inc. has concealed $76 million of its own money in the guise of a
trust for nondebtor affiliates such as individual parishes.

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

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

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000.


CHARLES RIVER: Moody's Retains 'Ba1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service revised the instrument ratings on the
senior secured credit facility of Charles River Laboratories
International, Inc., to Baa2 from Baa3, in accordance with Moody's
Loss Given Default Methodology.  The Ba1 Corporate Family Rating
and Probability of Default and the Speculative Grade Liquidity
Rating of SGL-2 are unaffected by the actions.  The outlook
remains negative.

The ratings continue to be supported by Charles River's leading
market positions in its core RMS and PCS markets, good geographic
and customer diversity, strong operating cash flow generation and
moderate financial policies.  The negative outlook reflects
Moody's expectation that Charles River will continue to face
pressures over the near-term, as a result of macroeconomic
factors, pharmaceutical industry consolidation and significant
overcapacity in the preclinical services business.

Ratings Unchanged:

* Corporate Family Rating, Ba1
* Probability of Default Rating, Ba1
* Speculative Grade Liquidity Rating, SGL-2

Ratings Upgraded:

* Senior Secured $200 million Revolving Credit Facility due 2011,
  to Baa2 (LGD2, 17%) from Baa3 (LGD2, 20%)

* Senior Secured $156 million Term Loan facility ($54.6 million
  outstanding) due 2011, to Baa2 (LGD2, 17%) from Baa3 (LGD2, 20%)

The outlook remains negative.

The last rating action was March 12, 2009 when Moody's changed the
rating outlook to negative from stable.

Charles River Laboratories International, Inc., headquartered in
Wilmington, MA, is a contract research organization that provides
research tools and services for drug discovery and development.
The company's revenues are roughly split between the Research
Models and Services business, which involves the commercial
production and sale of animal research models; and the Preclinical
Services business, which involves the development and safety
testing of drug candidates.  The company reported revenues of
$1.2 billion for the twelve months ended September 26, 2009.


CHATTEM INC: Moody's Reviews 'Ba3' Corporate Family Rating
----------------------------------------------------------
Moody's placed the Ba3 Corporate Family Rating and the B2 senior
sub ratings of Chattem, Inc., on review for possible upgrade
following the announcement that it will be acquired by A1 rated
Sanofi-Aventis, based in France.  An agreement has been signed by
the companies and the tender offer is expected to begin in early
January.

The outcome of the review will depend on the consummation of the
transaction and clarity around how the debt will be treated.

The last rating action took place on December 1, 2006, when the
ratings were confirmed following a review for downgrade that
initiated October 2006.

Chattem, Inc., is a leading marketer and manufacturer of a broad
portfolio of branded OTC healthcare products, toiletries and
dietary supplements.  The company had total revenue of
$459 million for the last twelve months ended August 2009.


CHATTEM INC: S&P Puts 'BB-' Rating on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB-'
corporate credit rating on Chattem Inc. on CreditWatch with
positive implications.

"Chattem announced that France-based pharmaceuticals company
sanofi-aventis S.A. will acquire 100% of Chattem's outstanding
shares in a cash tender offer for $93.50 per share, or
approximately $1.9 billion," said Standard & Poor's credit analyst
Susan H. Ding.  S&P expects the transaction to close during the
first quarter of 2010.  sanofi has indicated that it will assume
Chattem's outstanding debt, which was about $400 million as of
Aug. 31, 2009.

Standard & Poor's will monitor events closely as they occur.  Upon
completion of the acquisition, S&P will likely raise Chattem's
issue-level debt ratings to that of sanofi's and withdraw the
corporate credit rating on Chattem.


CHEMTURA CORP: Authorized to Hire Deloitte as Accountant
--------------------------------------------------------
The Bankruptcy Court has authorized Chemtura Corp. and its units
to employ Deloitte Financial Advisory Services and overruled the
objections filed by Jon Eric Jacks, which was joined by Peter A.
Pizzi.

Mr. Jacks noted, in his objection, that Fresh Start accounting is
not optional and the Debtors must show specific necessity as
required by Rule 2014 of the Federal Rules of Bankruptcy
Procedure.  He points out that (i) a Plan of Reorganization has
not been presented or confirmed, which is a prerequisite of Fresh
Start accounting; and (ii) the valuation of the Debtors' assets is
not complete.  Therefore, the liabilities to be incorporated in a
revalued balance sheet needed in Fresh Start Accounting are not
complete, he contends.

On the Debtors' behalf, Richard M. Cieri, Esq., at Kirkland &
Ellis LLP, in New York, argues that the objections raised against
the Deloitte FAS employment application are "thinly-veiled
attempt[s] by equity holders to continue their unsupported
lobbying efforts for the appointment of an equity committee and
to interrupt the Debtors' good faith efforts to progress these
Chapter 11 cases toward conclusion."

Stephen C. Forsyth, the Debtors' executive vice president and
chief financial officer, relates that the Debtors are diligently
working to emerge from Chapter 11 pursuant to a plan of
reorganization.  He notes that an important part of developing a
Plan will be understanding and reconciling the thousands of
proofs of claim that the Debtors expect will be filed on or
before the October 30, 2009 Bar Date.

In addition, upon a successful emergence, Mr. Forsyth notes that
the Debtors will be required to record the effects of their Plan
and, if applicable, revalue their assets and liabilities under
fresh-start accounting methods.  Accordingly, the Debtors have
determined that it is in the best interests of their estates to
employ Deloitte FAS to assist in these tasks.

The Debtors will pay Deloitte FAS on an hourly basis in
accordance with these rates:

      Partner/Principal/Director          $600 to $725
      Senior Manager                      $480 to $580
      Manager                             $380 to $500
      Senior Associate                    $275 to $375
      Associate and Junior Staff          $175 to $250

Mr. Forsyth notes that Deloitte FAS has agreed to reduce its fees
incurred solely with respect to the Bankruptcy Claims
Administration Services so that the blended hourly rates for the
services will not exceed $350 per hour.

                      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: Gets Nod to Enter Into Contracts With Tetra Tech
---------------------------------------------------------------
Chemtura Corp. and its units sought and obtained the Court's
permission to:

  (a) amend and assume three executory contracts with TETRA
      Technologies, Inc.;

  (b) enter into a Sodium Chloride Requirements Sales Agreement
      with TETRA Technologies;

  (c) transfer certain mineral interests to TETRA, free and
      clear of any liens, claims and encumbrances in connection
      with the amendments and assumption of the Agreements.

TETRA is a company that produces brominated products, among
others, and is an important customer of the Debtors.  TETRA
recently constructed a calcium chloride facility adjacent to the
Debtors' El Dorado, Arkansas facility.  In 2006, before the
construction of TETRA's facility, the Parties entered into
certain Agreements in order to facilitate Chemtura Corporation's
supply of feedstocks for the facility once it was constructed and
for the purchase and sale of bromine and certain bromine
derivatives.  These Agreements are referred to as Supply and
Sales Agreements.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
says that in anticipation of TETRA's facility soon becoming
operational, the Debtors recognized an opportunity to improve the
profitability of their relationship with TETRA under the Supply
and Sales Agreements and began arm's-length negotiations with
TETRA to amend those Agreements.  As a result, the Debtors agreed
to amend the Supply and Sales Agreements, assume the Agreements
as amended, and enter into the Sodium Chloride Agreement.

The Amended Supply and Sales Agreements obtain better pricing
terms and allow TETRA to put to use certain of the Debtors'
process by-products, which are used as feedstock for TETRA's El
Dorado facility, Mr. Cieri further tells the Court.

Specifically, the Amended Supply and Sales Agreements are:

1. A Tail Brine Requirements Sales Agreement, which provides
    that Debtor Great Lakes Chemical Corporation will supply
    TETRA with by-product tail brine from the Debtors' bromine
    production operations at their El Dorado facility that meet
    specifications required by TETRA.  The Tail Brine Agreement
    has an initial term of 23 years and renews automatically
    thereafter, unless otherwise terminated by either party on
    four years written notice before the end of the initial
    term.

    The key terms of the amendment to the Tail Brine Agreement
    are:

       (a) TETRA will have the right to take tail brine from any
           GLCC plant where production takes place;

       (b) The Debtors will not make any process changes that
           have a material, negative effect on the supply or
           quality of tail brine supplied to TETRA, and the
           Debtors will notify TETRA of any proposed action that
           might have a material, negative effect so that TETRA
           can perform any testing necessary related to the
           proper grade of product;

       (c) TETRA acknowledges that there is no cure amount that
           the Debtors need to pay in connection with the
           assumption of the Tail Brine Agreement, as amended;
           and

       (d) The Debtors will transfer to TETRA certain mineral
           interests, including certain quantities of mineral
           salts.

2. A Clear Brine Fluids Manufacturing and Supply Agreement,
    which provides, among other things, that TETRA will
    manufacture and supply the Debtors with certain clear brine
    fluids that meet the Debtors' technical specifications.  The
    Clear Brine Fluids Agreement is to continue until terminated
    by either party on not less than one-year written notice.

    The key terms of the second amendment to the Clear Brine
    Fluids Agreement are:

       (a) The initial term will be from September 12, 2006
           through December 31, 2009.  Thereafter, the Clear
           Brine Fluids Agreement will renew for an additional
           five-year period.  At the end of the five-year
           period, the Clear Brine Fluids Agreement will
           continue to renew for additional five-year periods,
           provided that either party may terminate the
           agreement before the commencement of any additional
           five-year period by providing not less than two
           years notice of termination;

       (b) The fees to be paid by the Debtors for the clear
           brine fluids will adjust quarterly according to a
           formula tied to raw material price adjustments;

       (c) TETRA acknowledges that there is no cure amount that
           Chemtura needs to pay in connection with the
           assumption of the Clear Brine Fluids Agreement, as
           amended; and

3. A Bromine Requirements Sales Agreement, which provides,
    among other things, that the Debtors will supply TETRA with
    bromine between a specified minimum and maximum amount
    beginning on January 1, 2008.  The Bromine Agreement has an
    initial term of 23 years, unless sooner terminated, and will
    automatically renew for an indefinite term, provided that
    either party may terminate without cause by providing four
    years written notice.

    The key terms of the second amendment to the Bromine
    Agreement are:

       (a) TETRA agrees to purchase its bromine requirements
           from the Debtors subject to specified minimum and
           maximum amounts;

       (b) The pricing chart included in the Bromine Agreement
           will be replaced by a quarterly pricing formula
           effective August 1, 2009; and

       (c) TETRA acknowledges that there is no cure amount that
           the Debtors need to pay in connection with the
           assumption of the Bromine Agreement, as amended.

In addition to negotiating the Amendments, the Parties have
negotiated a Sodium Chloride Requirements Sales Agreement, which
generally provides that upon the occurrence of certain
contingencies, TETRA will sell to the Debtors sodium chloride
that meets certain technical specifications.  The Sodium Chloride
Agreement will continue until the expiration or termination of
the Tail Brine Agreement, at which time the Sodium Chloride
Agreement will automatically terminate.  Additionally, at any
time after the expiration of 19 years after commencement of the
Sodium Chloride Agreement, either party may terminate the Sodium
Chloride Agreement without cause by providing one year written
notice to the other party.

                      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 Nod to Tap Pillsbury as Litigation Counsel
---------------------------------------------------------------
Chemtura Corp. and its units ask Judge Robert Gerber for authority
to expand the ordinary course employment of Pillsbury Winthrop
Shaw Pittman LLP as the firm's fees and expenses are expected to
exceed the limits established by the Court for ordinary course
professionals.

Pillsbury Winthrop was originally retained by the Debtors in
connection with litigation involving the alleged breach of an
environmental agreement related to pre-closing contamination at
the Debtors' former petroleum refinery and associated tank farm
in Bakersfield, California, known as the "Tricor Refining
Matter".  Pillsbury represented the Debtors and their
predecessors-in-interest in connection with the Tricor Refining
Matter for more than six years, including a trial on liability in
2005 and a second trial on damages in November 2008 and March
2009.

The Debtors assert that the Tricor Refining Matter is very
complex, and involves the extensive use of expert witnesses with
whom Pillsbury attorneys have worked throughout the case, which
began in June 2003.  They note that Phase 2 of the refinery-
related portion of the case has been largely concluded, but needs
some additional work and other issues relating to an associated
tank farm are the subject of a tolling agreement.

By this application, the Debtors seek to employ Pillsbury
Winthrop as special litigation counsel nunc pro tunc to
October 1, 2009.

As a result of previous engagements with the Debtors, Pillsbury
has extensive knowledge concerning the Tricor Refining Matter as
well as other matters and is already familiar with the Debtors'
business affairs to the extent necessary for the scope of the
proposed and anticipated services related to the Tricor Refining
Matter and other matters, Billie S. Flaherty, Esq., the Debtors'
senior vice president, general counsel, and secretary, contends.

As the Debtors' special litigation counsel, Pillsbury's
assistance will involve, among other things:

  (a) briefing on issues in Phase 2;

  (b) analyzing the Court's Phase 2 ruling on damages;

  (c) preparing a proposed statement of decision and final
      judgment, or providing objections to plaintiff's proposed
      statement of decision and final judgment, depending on the
      Court's ruling in Phase 2;

  (d) responding to plaintiff's claim for pre-judgment interest
      and attorneys fees;

  (e) responding to plaintiff's claims relating to alleged
      contamination of the tank farm and pursuing the Debtors'
      claims against plaintiff relating to trespass and
      abandonment;

  (f) briefing on any issues, as asked by the Court; and

  (g) other general litigation analysis and strategy related to
      the Triocor Refining Matter as necessary.

The Debtors will pay for Pillsbury's services on an hourly basis
according to these rates:

         Partners                       $630 to $655
         Associates                     $360 to $600
         Paralegals/Legal Analysts      $200 to $330

During the 90-day period before the Petition Date, the Debtors
paid Pillsbury $271,640 for professional services performed and
expenses incurred in connection with the preparation for and
conduct of the Phase 1 trial on liability in the Tricor Refining
Matter.  Pillsbury filed an unsecured for $515,124 against the
Debtors on October 30, 2009, representing professional services
performed and expenses incurred in connection with the
preparation for and conduct of the Phase 1 trial on liability and
the Phase 2 trial on damages, including payment of certain expert
witness fees.

Margaret Rosegay, Esq., a partner at Pillsbury, assures the Court
that her firm is an "uninterested person" as the term is defined
under Section 101(14) of the Bankruptcy Code.

                      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: Chrysler Among Top Brands Avoided by Consumers
------------------------------------------------------------
Nearly one in five new-vehicle buyers who avoid a particular
vehicle model cite their concern over the future of the brand as a
reason for avoidance, according to the J.D. Power and Associates
2009 Avoider StudySM.

The study, now in its seventh year, examines the reasons consumers
fail to consider or avoid particular models when shopping for new
vehicles.  While the top three avoidance reasons in 2009-styling,
price and perceived reliability-remain unchanged from 2008,
concern over the future of the brand is the fourth-most-frequently
mentioned reason for avoiding a particular model.  Included in the
study for the first time, this reason was mentioned by 18 percent
of avoiders.

Among brands that were avoided due to concerns over their future
viability, the top five are domestic brands: Chrysler, Dodge,
HUMMER, Pontiac and Saturn.  At the time of the study, GM had
announced that HUMMER, Pontiac and Saturn would not be part of
"New GM," while Chrysler, along with GM, was in bankruptcy
proceedings.  Ford, Lincoln and Mercury had much lower levels of
avoidance because of concerns over the brands' futures.  This
could be largely attributable to the fact that Ford did not enter
bankruptcy proceedings or receive government assistance during the
auto industry bailout.

"New-vehicle buyers want to know that if anything goes wrong with
their vehicle in a year or two that the manufacturer will be there
to back up their product," said Kerri Wise, director of automotive
research at J.D. Power and Associates.  "While Chrysler and GM
struggled to gain the confidence of some consumers, Ford actually
made strides in improving perceptions of its products and reducing
year-over-year avoidance in the critical areas of quality and
reliability."

Buyers who avoided a particular brand due to concern about the
brand's future are more likely to also avoid the brand because of
reliability, rapid depreciation, the manufacturer's reputation and
poor quality, when compared with avoiders who did not express
concern with a brand's future.

"For some American manufacturers, quality and reliability
performance in the past has led to a poor perception among
consumers and, ultimately, to overall avoidance of those brands,"
said Mr. Wise.  "These perceptions are slow to change among
consumers, so domestic brands must continue to focus on quality
improvement and make sure their efforts are communicated to
consumers."

The uncertain economic outlook has also negatively impacted
avoidance rates for import brands.  Although imports have
increased 2009 year-to-date market share by 3 percentage points,
compared with 2008, a "Buy American" sentiment has grown from 2008
among domestic buyers who avoid imports.  In 2009, nearly six in
10 domestic buyers who avoided an import model cite they "didn't
want a foreign/import vehicle" as a reason for avoidance-compared
with 46 percent in 2008.

"Several import models are actually produced in the U.S. but are
still avoided due to foreign origin," said Mr. Wise.  "To combat
this growing sentiment against import vehicles, import brands that
produce vehicles in the U.S. must continue to promote and
emphasize their domestic ties, as well as other product
advantages."

The study, which also examines the performance of 19 all-new
models, finds that one of the biggest obstacles to consideration
for all-new model launches is a lack of awareness among consumers.
While launches such as the Chevrolet Camaro and Dodge Challenger
have high levels of awareness, due to both their past generations
and consumer buzz over the new releases, some new vehicles do not
have high awareness among consumers.

"Creating awareness and an identity in the crowded automotive
market takes both time and money," said Mr. Wise.  "A new-vehicle
buyer who purchases in a segment in which an all-new model
competes and doesn't even know that the new model exists presents
an obvious concern for future sales of that model."

Styling is also a critical element of consideration for all-new
model launches.  The study finds that the Audi Q5, Dodge
Challenger, Kia Soul and Pontiac G3 are "universally desired,"
meaning that buyers are driven to purchase them due to styling and
avoiders are not turned off by the styling.  On the other hand,
some models appear to be polarizing when it comes to styling,
including models such as the Ford Flex and Nissan Cube. While
buyers of these models are influenced to purchase due to styling,
this same styling causes many consumers to avoid these models.

"Many manufacturers would like their vehicles to be universally
appealing, but 'love it or hate it' models have the potential to
create just as much buzz and move as quickly off the lot," said
Mr. Wise.  "It is important for launch models to hit the mark when
it comes to styling, as a hot model launch may be a game changer
for a brand overall."

The 2009 Avoider Study is based on responses from nearly 45,000
owners who registered a new vehicle in May or June 2009.  The
study was fielded August through October 2009.

                About J.D. Power and Associates

Headquartered in Westlake Village, Calif., J.D. Power and
Associates is a global marketing information services company
operating in key business sectors including market research,
forecasting, performance improvement, Web intelligence and
customer satisfaction.  The company's quality and satisfaction
measurements are based on responses from millions of consumers
annually.  For more information on car reviews and ratings, car
insurance, health insurance, cell phone ratings, and more, please
visit JDPower.com. J.D. Power and Associates is a business unit of
The McGraw-Hill Companies.

                         About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Dealers Wary Over Appeals Process
-----------------------------------------------
Dealers in Utah whose franchise agreements were terminated by
Chrysler are cautious of a recent offer to participate in talks
with the auto maker to restore their car showrooms.

"To me it is a completely political move that won't amount to a
hill of beans," The Salt Lake Tribune quoted Jim Hinckley as
saying.  The dealer's Hinckley Dodge of Ogden was on Chrysler's
hit list while his Hinckley Dodge Chrysler Jeep of Salt Lake City
was spared.

Mr. Hinckley doubts he will participate in talks with Chrysler,
believing there is little hope the auto maker would change its
mind.

"I have a hard time believing they are going to take back someone
who they already have terminated and has been out of business for
six months," The Salt Lake Tribune quoted him as saying.

Chrysler terminated 789 dealers in June as part of the acquisition
of its major assets by Italy-based auto maker, Fiat S.p.A.

James Painter, a Utah automobile dealer who lost his Chrysler
dealership in St. George and Nephi, expects to participate in
meetings but questions the need for arbitration.

"Why do we need to arbitrate? Neither one of them had any good
reason to terminate me," The Salt Lake Tribune quoted him as
saying.

Last week, the House has approved a spending bill that would give
dealers of Chrysler and another bankrupt auto maker, General
Motors Corp., a chance to appeal their termination.

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

The legislation is due to be submitted for a vote by the Senate
this week before it is signed by President Barack Obama.

                         About Chrysler LLC

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

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

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

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


CHRYSLER LLC: New Chrysler Restores Leasing Plan for Retirees
-------------------------------------------------------------
Chrysler Group LLC is restoring a discount lease program for about
26,000 salaried retirees and surviving spouses that was
discontinued early this year, according to a December 10 report by
the Detroit Free Press.

Under the program, retirees will be able to lease two 2010 model
Chrysler, Jeep, Dodge or Ram vehicles for three years between
December 9 and June 30, 2010.  The leases will be offered by GMAC,
Chrysler's finance company.

On average, retirees who are leasing over three years will pay
about $100 a month less than current employees who are leasing for
two years.  The lessees are required to pay insurance, tax, title
and registration fees but no down payment is required and oil
changes and scheduled maintenance are covered, Detroit Free Press
reported.

Meanwhile, the lease program for current employees reopened in
October but those leases are only for two years.

                         About Chrysler LLC

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

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

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

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


CHRYSLER LLC: New Chrysler to Keep Sterling Plant Until 2010
------------------------------------------------------------
Sergio Marchionne, chief executive of Chrysler Group LLC, told
Michigan lawmakers the auto maker will keep the Sterling Heights
Assembly plant open through 2011, according to U.S. Representative
Candice Miller.

The plant produces the Chrysler Sebring, which is reportedly one
of the most fuel efficient vehicles in Chrysler's lineup.

"Mr. Marchionne indicated that the Sebring would be a big part of
Chrysler's return to profitability and will require the operation
of SHAP into 2011.  He also indicated at that point Chrysler will
evaluate where future products would be produced, but that he
expected future versions of the Sebring would be built in the
United States," Ms. Miller said in a December 8 statement.

The announcement came after the Michigan delegation met with Mr.
Marchionne to discuss the future of Chrysler.

"My colleagues and I committed to Chrysler that we would work with
them to make the best case possible that future versions of the
Sebring should be built in Sterling Heights as this decision
making process goes forward," Ms. Miller said.

"The employees at the SHAP clearly are among some of the best in
the company and have proven that they can build the highest
quality vehicles in an incredibly efficient manner.  I look
forward to working with them as we work to convince Chrysler
management to keep this work in Sterling Heights," she said.

In a statement, Mr. Marchionne said Chrysler will continue to
engage in dialogue with a number of concerned individuals
regarding the future of the Sterling Heights Assembly Plant.

"The company has a series of issues that must be resolved related
to a potential production extension at Sterling Heights Assembly
prior to any official announcement," he said.  Mr. Marchionne said
discussions with the city, state and asset managers continue with
full support and commitment from the International UAW Chrysler
Department led by General Holiefield.

"The company will continue to work with the appropriate parties to
resolve the concerns with a focus on rebuilding the fabric of a
new Chrysler into a vibrant and competitive entity," he said.

                         About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Used Government Funds for Daily Expenses
------------------------------------------------------
A report released by a government watchdog for the $700 billion
financial bailout fund said that Chrysler used most of its bailout
funds for daily expenses, The Associated Press reported.

Chrysler used 84 percent of its funds on day-to-day expenses.  The
auto maker has received $12.5 billion in total, according to the
AP report.

The U.S. government provided the funds to help Chrysler in its
restructuring in exchange for the government's 8% stake in the
auto maker.  The $12.5 billion was taken from the Troubled Relief
Asset Program, which the government implemented to assist
struggling companies.

                         About Chrysler LLC

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

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

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

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


CIRCUIT CITY: Credit Suisse Buying Claims
-----------------------------------------
The Bankruptcy Clerk recorded these claims that changed hands in
November 2009:

                                         Claim       Amount
Transferor           Transferee          Number    Transferred
----------           ----------          ------    -----------
Hain Capital         Monarch Master         747       $514,159
  Holdings, LLC        Funding Ltd.

Hain Capital         Monarch Master        1059        446,517
  Holdings, LLC        Funding Ltd.

The Bankruptcy Clerk recorded these claims changing hands in
December 2009:

                                         Claim       Amount
Transferor           Transferee          Number    Transferred
----------           ----------          ------    -----------
Averatec Inc.        ASM Capital, L.P.      111       $193,032
  Trigem USA Inc.

Credit Suisse        Credit Suisse Loan     913      1,041,711
  International        Funding LLC

Credit Suisse        Credit Suisse Loan     954      2,901,345
  International        Funding LLC

Credit Suisse        Credit Suisse Loan    1224        169,015
  International        Funding LLC

Credit Suisse        Credit Suisse Loan    6273        445,182
  International        Funding LLC

Credit Suisse        Credit Suisse Loan    6455        392,648
  International        Funding LLC

Credit Suisse        Credit Suisse Loan    7983      5,636,579
  International        Funding LLC

Hain Capital Group,  Monarch Master       14349        465,567
  LLC                  Funding Ltd.

Tech For Less LLC    TFL Enterprises LLC      -        104,986

                        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: Trial on Lawsuit vs. Sirius on June 24
----------------------------------------------------
The Bankruptcy Court will conduct a trial on June 24, 2010, on
Circuit City Stores Inc.'s lawsuit against Sirius XM Radio Inc.,
seeking a disallowance of the Sirius' claims and turnover of
property.

Sirius XM did not file a proof of claim by the Jan. 30, 2009
prepetition claims bar date. However, it filed an administrative
claim against the Debtors.

Sirius XM is the successor by merger of XM Satellite Radio Inc.,
and Sirius Satellite Radio Inc.  On April 1, 2007, the Debtors and
XM Satellite entered into an XM Sales and Marketing Agreement.  On
May 29, 2008, the Debtors and Sirius Satellite entered into a
Retail Distribution Agreement.  They are also parties to several
advertising agreements.  Pursuant to the Sirius XM Contracts,
Sirius XM was obligated to remit to the Debtors, and the Debtors
were entitled to payment from Sirius XM, for activation
commissions and receivables.

According to Mr. Foley, the Debtors performed these services and
demanded payment.  As of August 24, 2009, Sirius XM is indebted
to the Debtors for an aggregate of $7,105,868.  Circuit City sued
Sirius for, among other things, breach of contract on due to its
failure to pay the Unpaid Obligations.

Sirius XM Radio Inc., denies the allegations in Circuit City
Stores, Inc.'s Complaint.  Sirius argues that Circuit City failed
to provide numerous postpetition services to Sirius XM under the
terms of the Retail Distribution Agreement and committed numerous
breaches of the Agreement.

                        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).


CIT GROUP: Names 4 New Independent Directors; CFO Leone to Retire
-----------------------------------------------------------------
CIT Group Inc. said that, effective December 18, 2009, Michael J.
Embler, Arthur B. Newman, Daniel A. Ninivaggi and R. Brad Oates
have been appointed by the Company's Board of Directors to serve
as Directors.

"We are pleased that these outstanding new Directors will be
joining CIT to further advance our restructuring strategy and
governance initiatives."

CIT's Board now consists of 11 independent Directors and Jeffrey
M. Peek, Chairman and Chief Executive Officer. The search for
three additional independent Directors and a new CEO is
progressing in due course.  Once fully reconstituted, CIT's new
Board will consist of 13 Directors, including seven new
independent Directors identified by CIT's creditors and
recommended by the Nominating and Governance Committee of CIT's
Board, five incumbent independent Directors and the new CEO.

The Company also said Joseph M. Leone, Vice Chairman and Chief
Financial Officer, has decided to retire after over 25 years of
service.  To assist in the transition, Mr. Leone has deferred his
retirement date until April 30, 2010.

"We are pleased that these outstanding new Directors will be
joining CIT to further advance our restructuring strategy and
governance initiatives," said Mr. Peek. "CIT will benefit greatly
from their broad banking, legal, risk management and corporate
restructuring experience as it transitions to a more focused
company serving the financing needs of the small business and
middle market sectors.  I also want to thank Joe for his long-
standing service and his invaluable contributions during the
restructuring of the Company.  We wish him all the best for the
future."

               Newly Appointed Independent Directors

    * Michael J. Embler, 45, formerly served as the Chief
      Investment Officer of Franklin Mutual Advisers LLC, an asset
      management subsidiary of Franklin Resources, Inc.  Mr.
      Embler joined Franklin Mutual Advisers in 2001 and, prior to
      becoming Chief Investment Officer in 2005, served as head of
      its Distressed Investment Group.  From 1992 until 2001, he
      worked at Nomura Holdings America, where prior to his
      departure he served as Managing Director managing a team
      investing in a proprietary fund focused on distressed and
      other event-driven corporate investments.

    * Arthur B. Newman, 66, currently serves as Senior Managing
      Director and Co-Head of the Restructuring and Reorganization
      Advisory Group at Blackstone Group L.P., a position which he
      has held since 1991.  In this capacity, he has served as
      advisor to both debtors and creditors on some of the largest
      business restructurings across a variety of industries.
      Prior to joining Blackstone Group, Mr. Newman served from
      1989 until 1991 as a Managing Director and Head of the
      Restructuring and Reorganization Group at Chemical Bank &
      Trust Company.

    * Daniel A. Ninivaggi, 45, has served as Of Counsel to the
      international law firm of Winston & Strawn LLP since July
      2009.  From 2003 until July 2009, Mr. Ninivaggi served in a
      variety of executive positions at Lear Corporation, a global
      automotive supplier, including General Counsel from 2003
      through 2007, Senior Vice President from 2004 until 2006 and
      most recently Executive Vice President and Chief
      Administrative Officer from 2006. Prior to joining Lear
      Corporation, from 1998 until 2003, Mr. Ninivaggi was a
      partner of Winston & Strawn LLP, specializing in corporate
      finance, mergers and acquisitions, and corporate governance.
      Mr. Ninivaggi also serves as a senior advisor to Casesa
      Shapiro Group LLC, an automotive industry consulting firm.

    * R. Brad Oates, 56, currently serves as Chairman and Managing
      Partner of Stone Advisors, LP, a strategic advisory firm
      specializing in distressed asset situations, which is
      currently engaged as a contractor by the FDIC to assist in
      resolving bank receiverships.  Prior to joining Stone
      Advisors, Mr. Oates served from 1988 until 2003 as President
      and Chief Operating Officer of Bluebonnet Savings Bank FSB,
      responsible for bank operations and strategic planning in a
      bank turnaround situation, and as Executive Vice President
      of Stone Holdings, Inc., the holding company for Bluebonnet
      Savings Bank and a private investment company specializing
      in banking, information services, risk management, and
      emerging technologies.

Early this month CIT announced its successful and expedited
emergence from bankruptcy, which allowed the Company to reduce its
total debt by approximately $10.5 billion and liquidity demands
over the next three years while enhancing its capital ratios to
levels that exceed regulatory standards.

                          About CIT Group

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

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

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

On December 8, the Court confirmed the Debtors' prepackaged plan.
On December 11, CIT emerged from bankruptcy.


CITADEL BROADCASTING: Case Summary & List of 50 Largest Creditors
-----------------------------------------------------------------
Lead Debtor: Citadel Broadcasting Corp.
            d/b/a Citadel Communications Corp.
            7201 West Lake Mead Blvd., Suite 400
            Las Vegas, NV 89128

Bankruptcy Case No.: 09-17422

Debtor-affiliates filing separate Chapter 11 petitions:

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

Chapter 11 Petition Date: December 20, 2009

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

Bankruptcy Judge: Burton R. Lifland

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

Debtors'
Financial
Advisors:         Lazard Freres & Co. LLC

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

Debtors'
Independent
Auditors:         Deloitte & Touche LLP

Debtors' Claims
Agent:            Kurtzman Carson Consultants LLC

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

List of debtors' 50 Largest Unsecured Creditors:

  Entity                                          Claim Amount
  ------                                          ------------
  JPMorgan Chase Bank, N.A.                          Unknown
  270 Park A venue, 4th Floor
  New York, NY 10017
  Attn.: Tina Rutyer
  Phone: 212-270-4676
  Fax: 212-270-5127

  Wilmington Trust Company                         $49,163,750
  50 South Sixth St., Suite 1290
  Drop Code 7100
  Minneapolis, MN 55402-1544
  Attn.: Jane Schweiger
  Phone: 612-217-5632
  Fax: 612-217-5651

  The Walt Disney Company                          $11,198,022
  500 South Buena Vista St.
  Burbank, CA 91521
  Attn.: Kevin Mayer
  Phone: 818-560-1000
  Fax: 818-560-5630

  American Society of Composers,                    $1,113,639
  Authors and Publishers
  1 Lincoln Plaza, Floor 6
  New York, NY 10133-0043
  Attn: Kate Owens
  Phone: 212-621-6462
  Fax: 212-621-8453

  Broadcast Music, Inc.                             $1,107,731
  10 Music Square East
  Nashville, TN 37203-4399
  Attn: Darlene Perry
  Phone: 615-401-2426
  Fax: not available

  John Mitch Dolan                                    $916,844
  203 Bald Hill Rd
  New Canaan, CT 06840
  Phone: 203-972-1438
  Fax: not available

  HSBC Corporate Trust and Loan Agency                $478,092
  10 East 40 St., 14th Floor
  New York, NY 10016
  Attn.: Ignazio Tamburello
  Phone: 212-525-1633
  Fax: 212-525-1300

  SoundExchange, Inc.                                 $136,035
  1121 14th St. NW, Suite 700
  Washington, D.C. 20005
  Phone: 202-640-5858
  Fax: 202-640-5859

  Dish Network Corporation                             $96,332
  9601 S Meridian Blvd.
  Englewood, CO 80112-5905
  Phone: 303-723-1000
  Fax 303-1499

  FK South, LLC                                        $87,649
  3031 W Grand Blvd Ste 400
  Detroit, MI 48202-3096
  Phone: 313-972-4000
  Fax: 313-972-4001

  Wirtz Realty Corporation                             $85,642
  680 N Lake Shore Drive
  Suite 1900
  Chicago, IL 60611-3084
  Phone: 312-943-7001
  Fax: 312-943-9017

  AT&T, Inc.                                           $87,195
  Attn: Remittance
  4513 Western Avenue
  Lisle, IL 60532
  Phone: 877-212-7900
  Fax: not available

  Verizon Business                                     $68,725
  PO Box 371322
  Pittsburgh, PA 15250-7322]
  Phone: not available
  Fax: not available

  Radio Advertising Bureau, Inc.                       $59,806
  1320 Greenway Dr., Suite 500
  Irving, TX 75038
  Attn.: Beverly Fraser
  Phone: 972-753-6721
  Fax: not available

  Entertainment Communications Network, Inc.           $49,256
  4370 Tujunga Avenue
  Studio  City, CA 91604
  Phone: 818-752-1400
  Fax: 818-752-1444

  Ascent Media Network Services, Inc.                  $42,000
  520 Broadway
  5th Floor
  Santa Monica, CA 90401-2420
  Phone: 310-434-7000
  Fax: 310-434-7111

  Girgner, Inc.                                        $38,098
  Alpenstrasse 2 ZUG
  Zurich, Switzerland 6304
  Phone: not available
  Fax: not available

  CSM Corporation                                      $37,070
  500 Washington Ave S
  Suite 3000
  Minneapolis, MN 55415
  Phone: 612-395-7000
  Fax: 612-395-2742

  Los Angeles Dodgers LLC                              $35,300
  1000 Elysian Park Avenue
  Los Angeles, CA 90012-1199
  Phone: 323-224-1500
  Fax: 323-224-1269

  Coleman Research Group, Inc.                         $35,000
  280 Park Avenue
  12th Floor East
  New York, NY 10017
  Phone: 212-223-0185
  Fax: 212-898-0160

  Controlware Communications Systems, Inc.             $32,973
  1 Industrial Way W
  Building D Suite F
  Eatontown, NJ 07724
  Phone: (732) 919-0400
  Fax: (732) 919-7673

  Verizon Wireless                                     $32,611
  365 State St
  Springfield, MA 01103
  Attn: Linda Shedd
  Phone: 413-731-8606
  Fax: not available

  Duebler Electric, Inc.                               $27,416
  5143 River Road
  New Orleans, LA 70123
  Phone: 504-733-1990
  Fax: not available

  DMR                                                  $27,045
  200 W Pike St
  Covington, KY 41011
  Phone: 859-655-9200
  Fax: 859-655-3480

  Paul Miles Advertising & Productions                 $24,000
  25 Jefferson Place SE
  Grand Rapids, MI 49503-4385
  Phone: 616-459-6660
  Fax: 616-459-5522

  New York Yankees Baseball Club                       $22,753
  1 East 161 Street
  Bronx, NY 10451
  Phone: 718-293-4300
  Fax: 718-293-8414

  Wilmington Trust Corporation                         $22,700
  Rodney Square North
  1100 North Market Street
  Wilmington, DE 19890
  Phone: 302-651-1000
  Fax: not available

  Cheyenne Propagation Inc.                            $19,687
  830 Tenderfoot Hill Road
  Suite 200
  Colorado Springs, CO 80906
  Phone: 719-576-4424
  Fax: not available

  Katz Media Group                                     $19,640
  125 W 55th Street Floor 8
  New York, NY 10019-5369
  Attn: Diane Marchetti
  Phone: 212-424-6000
  Fax: not available

  Office Depot, Inc.                                   $16,510
  6600 North Military Trail
  Boca Raton, FL 33496
  Phone: 561-438-4800
  Fax: 800-685-5010

  CDW Direct LLC                                       $16,128
  200 N. Milwaukee Avenue
  Vemon Hills, IL 60061
  Phone: 847-465-4000
  Fax: 847-465-6800

  Mid South Public Communications Foundation           $14,475
  900 Getwell Road
  Memphis, TN 38111-7494
  Phone: 901-458-2521
  Fax: not available

  Rocky Mountain Erection, Inc.                        $13,270
  10601 Laramie Road
  Yukon, OK 73099
  Phone: 405-722-7447
  Fax: not available

  Merrill Corporation                                  $13,215
  One Merrill Circle
  St. Paul, MN 55108
  Phone: 651-646-4501
  Fax: not available

  Liberty Square, Inc.                                 $12,905
  14 E Main Street
  Mendham, NJ 07945
  Phone: 973-543-2200
  Fax: not available

  National Grid plc                                    $12,884
  280 Melrose Street
  Providence, RI 02907-2152
  Phone: 401-784-7000
  Fax: not available

  Hanco, Inc.                                          $12,430
  115 Linden Street
  Reno, NV 89502
  Phone: 724-745-1700
  Fax: 724-745-1700

  District of Columbia Joint Tower Venture             $12,361
  4100 Wisconsin Ave NW
  Washington, DC 20016
  Phone: not available
  Fax: not available

  Efficio Solutions Inc.                               $11,555
  52 Westerville Square
  Suite 244
  Westerville, OH 43081
  Phone: 614-895-9584
  Fax: 614-895-9050

  Greater Flint Building Services LLC                  $11,370
  3297 Associates Drive
  Burton, MI 48529
  Phone: 810-232-0665
  Fax: not available

  DEG Associates Inc.                                  $11,210
  155 Wade Street
  Fall River, MA 02721
  Attn: David Gauthier
  Phone: 508-676-8272
  Fax: 508-676-1523

  AD-Fax Media Marketing, Inc.                         $11,022
  149 Madison Avenue
  Room 801
  New York, NY 10016-6713
  Phone: 212-684-9665
  Fax: 212-684-1151

  Bythedale Children's Hospital                        $10,424
  95 Bradhurst Avenue
  Valhalla, NY 10595-1697
  Phone: 914 592-7555
  Fax: not available

  Bay Craft Printing Inc.                              $10,044
  21403 Sharp Street
  Rock Hall, MD 21661
  Phone: 410-778-2715
  Fax: not available

  Hispanic USA Inc.                                    $10,000
  3001 Ponce de Leon Blvd
  Suite 102
  Coral Gables, FL 33134
  Phone: 305-441-5334
  Fax: not available

  Media Score, Inc.                                    $10,000
  3503 Hillrose Drive
  Richardson, TX 75082
  Phone: 214-419-2915
  Fax: not available

  Kroma Printing Industries                             $9,653
  875 Avenue of the Americas
  New York, NY 10001
  Phone: 212-594-6633
  Fax: not available

  Piper Electrical Co., Inc.                            $9,270
  186 Main Street
  Leominister, MA 01453
  Phone: 978-537-3520
  Fax: 978-840-1112

  Granby One LLC                                        $9,090
  1430 Richland Street
  Columbia, SC 29201
  Phone: not available
  Fax: not available

  WideOrbit, Inc.                                       $8,874
  2 Harrison Street
  Suite 600
  San Francisco, CA 94105
  Phone: 415-675-6700
  Fax: 415-675-6701

List of Debtors' Five Largest Secured Claims:

                                        Claim
                                        Amount  Description
                                        ------  -----------
JPMorgan Chase Bank N.A.       $2,075,620,590  Senior secured
270 Park Avenue, 4th Floor                     credit facility
New York, NY 10017

JPMorgan Chase Bank N.A.          970,000,000  Interest rate
                                                swap

Ace American Insurance              2,329,545  Backed by Letter
Company                                        of Credit
436 Walnut Street
Philadelphia, PA 19106

260-261 Madison Avenue LLC            597,996  Backed by Letter
c/o The Sapir Organization                     of Credit
384 5th Avenue
New York, NY

Pacific Office Automation,            143,784  Secured
Inc./CIT Technology Financing                  equipment lease
Services, Inc.                                 for copiers &
21146 Network Place                            printers
Chicago, IL 60673-1211


List of Equity Security Holders:

PUBLICLY HELD DEBENTURES:

Revolving Credit Facility:
  Amount outstanding as of 12/20/09                $140,645,968
  Number of Holders as of 9/2/09                             16

Tranche A Term Loan:
  Amount outstanding as of 12/20/09                $544,815,956
  Number of Holders as of 9/2/09                             43

Tranche B Term Loan:
  Amount outstanding as of 12/20/09              $1,390,158,666
  Number of Holders as of 9/2/09                            365

8% Convertible Subordinated Notes 1:
  Amount outstanding as of 12/20/09                 $49,631,188

PUBLICLY HELD EQUITY:

Preferred Stock:
  Shares authorized                                 200,000,000
  Shares issued or outstanding as of 10/31/09                 0

Common Stock:
  Shares authorized                                 500,000,000
  Shares outstanding as of 10/30/09                 259,577,927
  (not held by Debtors' Officers and Directors)

  Number of Holders (approximately)                   1,106,000

Common Stock held by Debtors' Officers and Directors:
  Farid Suleman                                       4,170,406
  Randy Taylor                                           81,766
  Jacquelyn J. Orr                                       37,585
  Judith Ellis                                          174,202
  Patricia Stratford                                     56,517
  J. Anthony Forstmann                                    6,667
  Theodore J. Forstmann                                       -
  Michael A. Miles                                      510,000
  Michael J. Regan                                       31,667
  Thomas Reifenheiser                                   103,334
  Herbert J. Siegel                                      10,000
  Wayne T. Smith                                      1,075,000

Total Common Stock Outstanding as of 10/30/09        265,759,192

The Debtors do not currently have an estimate of the holders of
the 8% Convertible Subordinated Notes, but it is assumed that
they are not widely held.  Upon the filing of the petitions, a
request will be made to identify the precise number and names of
the holders in order to provide services.

Mr. Forstmann does not directly own any shares.  However, Mr.
Forstmann is deemed to be a beneficial owner of the 76,277,703
shares held by Forstmann Little & Co. entities.


CITADEL BROADCASTING: Chapter 11 Filing Cues Moody's 'D' Rating
---------------------------------------------------------------
Moody's Investors Service has downgraded Citadel Broadcasting
Corporation's Probability of Default Rating to D from Ca, affirmed
its Caa3 Corporate Family Rating and affirmed the Caa3 rating of
the company's senior secured credit facility following the
announcement on December 20, 2009 that Citadel has filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  Moody's will be withdrawing all of Citadel's
ratings shortly.

The downgrade of Citadel's PDR reflects the company's bankruptcy
filing, which Moody's classifies as a "default" event, consistent
with a "D" Probability of Default Rating.  Citadel's Caa3 CFR
incorporates Moody's fundamental valuation of Citadel's assets and
expectation of an above average family recovery at approximately
65%.

Downgrades:

Issuer: Citadel Broadcasting Corporation

* Probability of Default Rating -- Downgraded to D from Ca

Affirmations:

Issuer: Citadel Broadcasting Corporation

* Corporate Family Rating -- Affirmed at Caa3
* Senior Secured Credit Facility -- Affirmed at Caa3 (LGD 3, 32%)

Moody's last rating action on Citadel was on June 25, 2009 when it
downgraded the company's CFR to Caa3 from Caa2 and PDR to Ca from
Caa3.

Citadel Broadcasting Corporation, headquartered in Las Vegas,
Nevada, is a radio broadcaster comprised of 165 FM and 58 AM
stations in more than 50 markets.  For the LTM period ended
September 30, 2009, Citadel generated revenues of $745 million.


CITADEL BROADCASTING: Gets Court OKs of All "First-Day Motions"
---------------------------------------------------------------
Citadel Broadcasting Corporation disclosed that the United States
Bankruptcy Court for the Southern District of New York granted all
of the Company's first day relief motions.

Court approval includes access to more than $36 million of cash on
hand, as well as all cash generated from daily operations, which
will be used to continue to satisfy Citadel's obligations without
interruption during the course of its restructuring.  As
previously announced, Citadel recently reached an accord with more
than 60% of its senior secured lenders on the terms of a pre-
negotiated financial restructuring that would extinguish
approximately $1.4 billion of indebtedness.

The Company also announced that it received Court approval to,
among other things, pay pre-petition employee wages, salaries,
health benefits and other employee obligations during its
restructuring under Chapter 11.  The Company was also provided
with authority to continue to honor its current customer programs.
The Company is authorized to pay ordinary course post-petition
expenses without seeking Court approval.

"We are pleased with the prompt action of the Bankruptcy Court in
approving our first day motions and appreciate the support from
our senior lenders in this restructuring process," said Farid
Suleman, Citadel's Chief Executive Officer.  "The relief afforded
by the Bankruptcy Court and our secured lenders will allow our
stations and the network to continue business operations as
usual."

Citadel will continue its operations in the ordinary course
through the financial restructuring process and provide
uninterrupted service to its listeners and clients. In light of
the pre-negotiated restructuring supported by holders representing
more than 60% of its total outstanding secured debt, Citadel
expects to complete the restructuring process on an accelerated
basis.

Kirkland & Ellis LLP is serving as legal counsel and Lazard Freres
& Co. LLC. as financial advisor for the restructuring.

                    About Citadel Broadcasting

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

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

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

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


CITADEL BROADCASTING: Seeks Feb. 2 Extension for Schedules
----------------------------------------------------------
Citadel Broadcasting Corp. and its units ask the Court to extend
the time for them to file schedules of assets and liabilities,
executory contracts and unexpired leases, current income and
expenditures, and statements of financial affairs to February 2,
2010, without prejudice to the Debtors' ability to request
additional time should it become necessary.

Section 521 of the Bankruptcy Code and Rule 1007(c) of the
Federal Rules of Bankruptcy Procedure require the Debtors to
file, among other things, the Schedules within 14 days after the
Petition Date, unless the Court orders otherwise.

However, Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New
York, contends that the scope and complexity of the Debtors'
businesses, coupled with the limited time and resources available
to the Debtors to marshal the information necessary to complete
the Schedules and Statements, make it unlikely for the Debtors to
complete the Schedules and Statements in the mandated timeframe.

Mr. Henes further submits that focusing the attention of the
Debtors' key accounting and legal personnel on critical
operational and Chapter 11 compliance issues during the early
days of the Chapter 11 cases will help the Debtors make a
smoother transition into Chapter 11, thereby maximizing the value
of their estates for the benefit of creditors and all parties in
interest.

                    About Citadel Broadcasting

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

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

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

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


CITADEL BROADCASTING: Wilmington Trust Not a Creditor
-----------------------------------------------------
Wilmington Trust is serving as trustee for holders of
approximately $49 million of debt issued by Citadel Broadcasting
Corporation.

News reports may have led some observers to believe that
Wilmington Trust has loaned money to Citadel.  In fact, Wilmington
Trust is not a creditor of Citadel, despite the bankruptcy
filing's listing of Wilmington Trust among Citadel's largest
unsecured creditors. Wilmington Trust is serving as trustee and
has no credit exposure, unsecured or otherwise, to Citadel.
Through its CCS business, Wilmington Trust is paid a fee for
providing trustee services.  Citadel's bankruptcy filing has no
effect on Wilmington Trust's balance sheet, credit quality, or
financial condition.

Wilmington Trust's CCS business offers institutional trustee,
agency, asset management, retirement plan, and administrative
services for clients worldwide who use capital market financing
structures, as well as those who seek to establish or maintain
nexus, or legal residency, for special purpose entities. Because
Wilmington Trust does not underwrite securities offerings or
provide investment banking services, it is able to deliver
corporate trust services that are conflict-free.

                       About Wilmington Trust

Wilmington Trust Corporation is a financial services holding
company that provides Regional Banking services throughout the
mid-Atlantic region, Wealth Advisory Services for high-net-worth
clients in 36 countries, and Corporate Client Services for
institutional clients in 88 countries.  Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.
Wilmington Trust Corporation and its affiliates have offices in
Arizona, California, Connecticut, Delaware, Florida, Georgia,
Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey,
New York, Pennsylvania, South Carolina, Vermont, the Cayman
Islands, the Channel Islands, London, Dublin, Frankfurt,
Luxembourg, and Amsterdam.

                    About Citadel Broadcasting

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

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

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

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


COBALT WORLDWIDE: Files for Chapter 11 Protection
-------------------------------------------------
Nashville Business Journal says Cobalt Worldwide LLC filed for
Chapter 11 bankruptcy with assets of more than $50,000 and
liabilities of between $1 million and $10 million.  The Company
owes $480,000 on a line of credit from FirstBank of Lexington,
Tennessee.  Cobalt Worldwide LLC provides furniture and lighting
for Sonic Drive-ins.


COMMUNITY-GENERAL HOSPITAL: Moody's Cuts Bond Rating to 'B2'
------------------------------------------------------------
Moody's Investors Service has downgraded to B2 from B1 the bond
rating assigned to the debt of Community-General Hospital of
Greater Syracuse issued through the Onondaga County Industrial
Development Authority.  The downgrade is a result of CGH"s
continued weak financial performance, declining volume trends,
under-funded pension obligation, and the possibility that the
hospital may trigger an event of default under the trust indenture
leading to an acceleration of the 1993 and 1998 bonds.  The
outlook remains negative.

Legal Security: The bonds are secured by a pledge of gross
receipts of the hospital; no mortgage pledge present.  Debt
service reserve fund intact.

Interest Rate Derivatives: None

                            Challenges

* Expectations for weak financial performance in FY 2009 which
  could lead to potential covenant violation triggering an event
  of default under the Trust Indenture and requiring a consultant
  call-in; leading to acceleration of the 1993 and 1998 bonds
  although requires 25% bondholder approval

* Financial performance continues to deteriorate; FY 2009 will be
  the fourth consecutive year of operating losses for the hospital

* FY 2009 represents the third straight year of admission declines
  (a material 7% through the first nine months of FY 2009 over the
  prior year period)

* Competitive four market hospital of which CGH has the smallest
  market share (15%)

* Weak demographics in the Syracuse market; characterized by
  declining population, high unemployment, and low wealth indices

* Significantly under-funded pension obligation presents risk to
  CGH's balance sheet; 91.5% funded (ABO basis) as of January 1,
  2009, although the sharp drop in investment return in late 2008
  and early 2009 is expected to drop the funded ratio for FY 2009.
  Current regulation allows CGH to amortize the unfunded
  obligation over the next seven years

* Aging plant (average age of plant is 16.9 years) and deferred
  maintenance results in an ongoing competitive concern

                            Strengths

* Modest absolute level of debt ($13.4 million and 11.9% debt to
  revenue); all of CGH's debt is fixed rate

* Conservative investment allocation (100% fixed income and money
  market funds) helps to preserve CGH's liquidity; cash to debt is
  favorable at 90%

* Relatively favorable location in a southwest suburb of Syracuse

* Some moderate growth in CGH's orthopedics and urology volumes, a
  direct result of management's strategy to grow these service
  lines

* Debt Service Reserve Fund currently funded at $3 million

                    Recent Developments/Results

Located in suburban Syracuse, New York, CGH is a 306-bed, single-
site hospital that provides medical, surgical, orthopedic, low-
risk obstetric, and psychiatric services to residents of Central
New York.  CGH generated approximately 8,800 inpatient admissions
in FY 2008 -- a 4% decline compared to FY 2007-and volumes through
September 30, 2009 show further deterioration.  Declining volumes
remains a key credit weakness for CGH, as is their position as the
smallest of four hospitals in the Syracuse market (reflected by a
narrow 15% market share).  CGH's competitors include Crouse
Hospital (506-beds), St. Joseph's Hospital (431-beds), and
University Hospital (378-beds).  In addition, CGH faces increased
physician competition (another physician owned orthopedic surgery
center will be opening shortly, flooding the market with an
additional four operating rooms) and as a result has seen a
decline in outpatient and ancillary volumes in recent years.
Moody's note favorably that CGH has grown its orthopedic and
urology services lines, but, in general, volumes have been
steadily declining year-over-year.

In an effort to strategically realign itself, CGH engaged a
consultant in the summer of 2009.  As part of the strategic
planning process, the consultants recommended that CGH consider an
affiliation with Crouse Hospital (the number two provider in
Syracuse with approximately 27% market share).  Independently,
Crouse Hospital also engaged its own strategic consultant and
identified CGH as a potential partner.  On October 21, 2009, both
facilities announced that they were participating in exploratory
discussions regarding a potential collaboration.  Management at
both hospitals remains in talks, and will continue during the
interim with their normal business operations.  If the affiliation
comes to fruition, it will not be until December 2010 at the
earliest.

Financial performance improved slightly through the first nine
months of FY 2009, but CGH continues to generate operating losses
and recorded a $2 million deficit through September 30, 2009.
Moody's note that operating revenues increased 3% in the interim
period, a result of the increase in orthopedic surgery volumes,
while expenses only increased by 2% through nine months FY 2009.
Management is currently engaged in a year-long expense reduction
initiative (started in October 2009) in an effort to control
expenses and improve efficiencies.  As stipulated in the 1993
Trust Indenture, CGH is required to bring in a consultant should
their coverage ratio fall below 1.20x.  Failure of CGH to maintain
a 1.0x coverage ratio results in an event of default under the
Trust Indenture.  Currently, CGH has a coverage ratio of 1.03x,
based on the calculation as defined in the Trust Indenture.  If
CGH falls below the 1.0x threshold, the trustee may, with the
request of 25% of the bondholders, declare an event of default
triggering an acceleration.  Moody's note that the Trust Indenture
does present CGH with the opportunity to cure such default within
30 days, and the 30 day period may be extended so long as CGH
commences the cure within 30 days and proceeds with diligence to
accomplish the cure.

Balance sheet indicators remain anemic, although CGH has
maintained liquidity levels similar to FY 2008 with $12.2 million
(38 days) of unrestricted cash and investments as of September 30,
2009.  Cash is invested conservatively, with no allocation to
equities (CGH holds its cash primarily in money market funds and
fixed income instruments).  Absolute level of debt on the balance
sheet is low ($13.4 million), which is reflected in a debt to
revenue ratio of only 11.9%.  Capital spending through September
2009 was approximately equal to depreciation, and management
expects to spend $7.6 million to retrofit its former 50-bed
Skilled Nursing Facility as a new orthopedics unit.  The
$7.6 million will not be a cash outlay for CGH; the monies are
part of a $12.8 million HEAL NY Grant that was granted to CGH as a
result of the costs associated with implementing Berger Commission
recommendations (closure of the SNF).  While the new orthopedics
unit may be favorable for CGH in generating more orthopedic
surgery volumes, Moody's feel that CGH will continue to face major
competitive issues as a result of limited capital spending in
years past (average age of plant is 17 years).  The balance sheet
faces additional pressure due to pension funding requirements.  As
of December 31, 2008, CGH's defined benefit pension plan was only
57% funded; representing an obligation of $32.9 million that will
need to be addressed by CGH.  Management expects to contribute a
total of $3.5 million in FY 2009, and a similar amount during FY
2010 (CGH makes quarterly contributions to its pension plan).
Moody's note favorably that current IRS regulations permit CGH to
amortize the unfunded obligation over the next seven years.

While demographic characteristics appear satisfactory when
compared to other upstate New York communities, Syracuse continues
to be challenged with a declining population, income levels well
below state and national medians, and low wealth indicators.  An
additional 2,000 jobs in the region are expected to be lost when
Magna International (an auto parts manufacturer) closes its doors
in the next several months.  While the difficult economic
environment has eased somewhat for Syracuse in recent months,
Moody's economy.com reports that longer-term, Syracuse will under-
perform the U.S. rate of growth, as it has for decades.

                             Outlook

The outlook reflects Moody's expectation that declining financial
performance and pension funding requirements will continue to
stress liquidity in the immediate period.

                 What could change the rating -- UP

Material and sustained improvement in operating performance and
commensurate increases in liquidity measures.

                What could change the rating -- DOWN

Further decline in operating performance or liquidity, additional
debt, or an event of default leading to immediate acceleration.

                         Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Community General Hospital
     of Greater Syracuse

  -- First number reflects audit year ended December 31, 2008

  -- Second number reflects 9 month interims ended September 30,
     2009, annualized

* Inpatient admissions: 8,844; 8,368

* Total operating revenues: $118.8 million; $120.6 million

* Moody's-adjusted net revenue available for debt service:
  $4.2 million; $3.5 million

* Total debt outstanding: $13.4 million; $13.4 million

* Maximum annual debt service (MADS): $2.7 million; $2.6 million

* MADS Coverage with reported investment income: 1.21 times; 1.37
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.32 times; 1.39 times

* Debt-to-cash flow: 3.81 times; 4.73 times

* Days cash on hand: 36.6 days; 37.6 days

* Cash-to-debt: 86.5%; 90.9%

* Operating margin: -1.5%; -2.3%

* Operating cash flow margin: 2.8%; 2.2%

Rated Debt (debt outstanding as of December 31, 2008):

  -- Series 1993B: $6.9 million outstanding; B2
  -- Series 1998: $1.2 million outstanding; B2

The last rating action was on December 5, 2008, when the ratings
of Community General Hospital of Greater Syracuse were downgraded
to B1 from Baa3 and the outlook was revised to Negative from
Stable.


COOPER-STANDARD: Corre Opportunity Buys Claims
----------------------------------------------
The Office of the Clerk of the Bankruptcy Court received notices
of transfer of claims in Cooper-Standard Automotive Holdings
Inc.'s Chapter 11 cases from November 30 to December 14, 2009:

                                               Claim      Claim
  Transferors           Transferees             Number     Amount
  -----------           -----------             ------    -------
Adfast N.Y. Inc.        Corre Opportunities      682        $661
                       Fund L.P.

Associated Battery      Corre Opportunities        -        $621
Co. Inc.                Fund L.P.

Ferro Technologies      Fair Harbor Capital        -      $2,323
Inc. UPARC

Gibson Heat Treating    Blue Heron Micro         487        $340
                       Opportunities Fund LLP

Great Lakes Asphalt     Liquidity Solutions Inc.   -      $1,150
Maintenance

Image One Corporation   Corre Opportunities        -        $579
                       Fund L.P.

J&i Technologies        Claims Recovery            -     $10,345
                       Group LLC

Klopfenstein, Michael   Corre Opportunities        -        $312
                       Fund L.P.

Mathson Industries Inc. Corre Opportunities        -      $1,504
                       Fund L.P.

Miller Printing & Label Fair Harbor Capital        -      $1,185

Plas-Tech Molding       Claims Recovery            -     $23,364
& Design                Group LLC

Plastronics Plus        Claims Recovery            -      $1,543
                       Group LLC

Progressive Business    Corre Opportunities        -        $399
Publications            Fund L.P.

Rentacrate LLC          Liquidity Solutions Inc. 183      $1,075

Rogersville Tobacco     Corre Opportunities        -        $309
Exchange                Fund L.P.

                       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: Remaining Assets Sold for $13.2 Million
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Crucible Materials
Corp. was authorized last week to sell the remaining assets for
$13.2 million to SBI Trading Co.  There were no other bids.

Crucible sold most of the assets to three buyers in September for
$52 million.  As reported by the Troubled Company Reporter on
Sept. 22, Crucible sold its compaction metals and research
divisions to Allegheny Technologies Incorporated for $40.95
million at an auction.  It also sold (i) its specialty metals
division located in Syracuse, New York, to Crucible Industries
LLC, for $8 million, and (ii) its service center in Romeoville,
Illinois, to Erasteel Inc., a unit of Eramet SA, for $2 million.

The Bankruptcy Court has extended Crucible's exclusive right to
propose a Chapter 11 plan until Feb. 1.

                     About Crucible Materials

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.


DANA HOLDING: Moody's Raises Probability of Default Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service raised the Probability of Default Rating
of Dana Holding Corporation's to B3 from Caa1.  In a related
action the Corporate Family Rating was raised to B3 from Caa2, the
rating of the senior secured asset based revolving credit facility
was raised to Ba3, and the rating of the senior secured term loan
was raised to B1.  The Speculative Grade Liquidity Rating also was
raised to SGL-2 from SGL-3.  The rating outlook remains stable.

The B3 Probability of Default rating incorporates the company's
announced guidance for significantly improved EBITDA performance
in 2010 of about $500 million which should support improved credit
metrics supportive of the assigned ratings.  While Moody's
anticipates there will continue to be pressures on Dana's 2010
guidance, the company's performance has stabilized over the past
two quarters as a result of restructuring actions taken earlier in
the year.  These actions should support the company's performance
targets in 2010.  In addition, Dana's recent debt pay-downs have
improved covenant cushions ahead of step-downs over the coming
quarters.  The combination of these factors should support Dana's
liquidity position in the event that global economic conditions
result in near-term stagnation in the company's end markets.  The
notching of the Corporate Family Rating to the same level of the
Probability of Default Rating incorporates Moody's belief that
Dana's EBITDA guidance improves the company's recovery rate
expectations under Moody's Loss Given Default methodology.

The overall market conditions for Dana's products are expected to
strengthen over the near-term.  However, Moody's continues to
expect the results will be uneven geographically and for each
segment.  Further, the company's off-highway business and
commercial vehicle segments are expected to continue to face
challenging market conditions into 2010.  Dana continues to expect
additional restructuring actions in 2010 while reinstating certain
competitive compensation and benefits.

Dana also announced that it signed an agreement to sell its global
Structural Products business to Metalsa, S.A.  de C.V.  for an
aggregate purchase price of up to $150 million and the buyer's
assumption of certain liabilities related to the business.
Proceeds from the transactions will be used to pay down Dana's
term loan debt.  The pro forma annualized impact of the business
sale on the above EBITDA guidance in 2010 is about $55-
$60 million.  The impact of the sale of the Structural Products
business is estimated to have a nominal impact on leverage on a
pro forma basis.

The Speculative Grade Liquidity Rating of SGL-2 reflects good
liquidity over the near-term.  Moody's continues to expect Dana
will be challenged to generate positive free cash flow in 2010
inclusive of the sale of the Structured Products business, debt
reduction requirements, potential dividends, and the potential
settlement payment for tax liabilities expected to be resolved
from the company's emergence from Chapter 11 in January 2008.  The
company maintained strong cash balances of $814 million at
September 30, 2009, aided in part by a portion of the proceeds
from the equity issue.  Cash balances are expected to improve at
the company's fiscal year-end 2009 due to business seasonality.
Availability under the $650 million asset based revolving credit
at September 30, 2009 was approximately $178 million under
borrowing based limitations and net of letters of credit, though
effective availability was reduced to $136 million after
consideration for financial covenant limitations.  Dana also
maintained an undrawn European receivables loan facility of Euro
170 million, maturing in July 2012, which had availability of
$46 million, based on available assets.  The combination of
improved operating performance and Dana's debt pay down from its
recent $263 million equity issuance is expected to improve
financial covenant cushions over the near-term as test levels step
down.  Alternative liquidity is limited as all of the company's
domestic assets and 66% of the equity of the non-domestic
subsidiaries secure the revolving credit and term-loan.  There is
capacity to incur up to $400 million of additional debt in the
foreign subsidiaries, subject to financial covenant limitations.

The stable outlook considers Dana's stabilized performance over
the past two quarters, its strong cash position, and its financial
covenant cushions which should provide sufficient operating
flexibility over the near-term given the recovery challenges in
its end markets.

Ratings raised:

* Probability of Default Rating, to B3 from Caa1

* Corporate Family Rating, to B3 from Caa2

* $650 million senior secured asset based revolving credit
  facility, to Ba3 (LGD2, 24%) from B3 (LGD3, 43%);

* $1.0 billion (remaining amount) senior secured term loan, to B1
  (LGD3, 31%) from Caa1 (LGD3, 46%);

* Speculative Grade Liquidity rating, to SGL-2 from SGL-3

The last rating action for Dana Holding Corporation was on
November 25, 2009, when the rating outlook was stabilized.

Dana, headquartered in Toledo, Ohio, is a world leader in the
supply of axles, driveshafts, structural, sealing, and thermal
management products.  The company's customer base includes
virtually every major vehicle and engine manufacturer in the
global automotive, commercial vehicle, and off-highway markets.
The company employs approximately 23,000 people in 26 countries.
Revenues in 2008 were $8.1 billion.


DOLLARAMA GROUP: Moody's Upgrades Corporate Family Rating to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default ratings of Dollarama Group Holdings L.P.
to Ba3 from B1.  Concurrently, Moody's upgraded Dollarama's senior
subordinate rating to B2 from B3 and its speculative grade
liquidity rating to SGL-2 (indicating "good" liquidity) from SGL-3
(indicating "adequate" liquidity).  Finally, Moody's affirmed the
Ba1 senior secured rating of Dollarama's subsidiary, Dollarama
Group L.P.  The rating action reflects Moody's view that Dollarama
is likely to sustain the material improvement in its capital
structure following the completion of an initial public offering
by Dollarama's parent, Dollarama Inc.   The outlook is stable.

These ratings were upgraded:

Issuer: Dollarama Group Holdings L.P.

  -- Corporate Family Rating to Ba3 from B1

  -- Probability of Default Rating to Ba3 from B1

  -- Senior Subordinated Rating to B2 (LGD5, 84%) from B3 (LGD5,
     89%)

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

These ratings were affirmed:

Issuer: Dollarama Group L.P.

  -- Senior Secured Rating at Ba1 (LGD 2, 24% from LGD 2, 18%)

Moody's had expected DOL's IPO would result in an improvement to
the company's key credit metrics once its plans to complete the
IPO were announced in September 2009.  Upwards rating movement at
that time was hindered by a lack of clarity over the company's
longer-term plans for its capital structure.  Moody's has since
gained confidence that the meaningful improvement to Dollarama's
credit metrics is likely to be sustained for the foreseeable
future, which has prompted the rating upgrade.

Dollarama's Ba3 rating considers its market-leading position in a
segment of retailing that is relatively resilient to economic
trends.  These favorable attributes are further complemented by
the company's direct sourcing expertise, which contributes to an
operating margin that is substantially superior to its peers.
Moreover, Moody's expects the company's operating results should
continue to trend favorably through the near term driven in part
by its merchandising initiatives and value-oriented customer
behavior.  Lastly, the rating incorporates Moody's belief that
Dollarama is likely to balance the use of its free cash flow
between debt reduction and expansion objectives in a manner that
preserves the improvement in its capital structure that has
resulted from the IPO.

The rating remains constrained by the potential that Dollarama's
majority shareholder (Bain Capital) may eventually limit the
improvement to its balance sheet, which is also the basis for the
stable ratings outlook.  Additional key credit concerns relate to
the competitive retail environment and the potential that margin
pressure may develop over time.

The upgrade to Dollarama's liquidity rating reflects the increased
cushion to bank financial covenants that has resulted from the
recent reduction in its indebtedness as well as the successful
refinancing of its senior secured revolving credit facility, which
now matures in 2012.  Dollarama's SGL-2 liquidity rating further
considers its healthy cash balances, almost full availability
under its $75 million revolving credit facility, ongoing free cash
flow generation and limited near term debt maturities.  The rating
is constrained by the limited size of the revolver and secured
nature of the bank facilities.

Moody's last rating action on Dollarama was on September 17, 2009
when its ratings outlook was changed to positive from stable.

Dollarama Group Holdings L.P. is the parent of Dollarama Group
L.P, which is a leading extreme value retailer operating about 600
stores in Canada with annual revenue of roughly C$1.2 billion.
Both companies are headquartered in Montreal, Canada and are
subsidiaries of publicly-traded Dollarama, Inc.


DYNETECH CORP: Creditors Question $1.86MM Winter Park Home
----------------------------------------------------------
Richard Burnett at Orlando Sentinel reports that creditors of
Dynetech Corp. are questioning the $1.86 million lake front home
in Winter Park that founder Laurence J. Pino bought before the
company filed for bankruptcy in the U.S. Bankruptcy Court in
Orlando.  Mr. Pino bought the house at a time when the Company's
sales were plummeting and it was trying to fend off insolvency.
Based in Orlando, Dynetech Corp. offered business consulting
services.


ESTATE FINANCIAL: Three Resign from Official Creditors Committee
----------------------------------------------------------------
The U.S. Trustee for Region 16 amended the list of official
committee of unsecured creditors in the Chapter 11 cases of Estate
Financial, Inc., and Estate Financial Mortgage Fund, LLC, after
the resignation of three creditors from the Creditors Committee:
(1) Nancy Trotter, Trustee of the Nancy Lee Missakian Trotter
Trust; (2) Clifford Andreas Munk, Trustee of the Clifford and Lois
Munk Revocable Trust; and (3) Robert Berg, Trustee of the Donna
and Robert Berg Foundation.

The Creditors Committee now consists of:

1. Jim W. Davis
   P.O. Box 15
   Lemoore, CA 93245
   Tel: (559) 707-0084

2. Thomas Schultheis
   4455 Via Bendita
   Santa Barbara, CA 93110
   Tel: (805) 964-1224

3. John G. Henry, M.D.-Pension Fund
   Attn: John G. Henry, M.D.
   1905 Hidden Valley Road
   Templeton, CA 93465
   Tel: (805) 434-1873 and (805) 434-1720
   Fax: (805) 434-2068

4. Marjorie Jacobsen, Trustee of the Marjorie LaVerne Jacobsen
   2002 Revocable Trust
   Attn: Marjorie L. Jacobsen
   261 Leighton Avenue
   Cambria, Ca 93428
   Tel: (805) 927-0665

5. Marilyn Hanson
   5030 Vineyard Drive
   Paso Robles, CA 93446
   Tel: (805) 239-3648
   Fax: (805) 440-5699

6. Sherri G. Bell
   245 Kendal Lane
   Cambria, CA 93428
   Tel: (805)927-1461

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 Estate Financial, Inc.

Estate Financial, Inc. -- http://www.estatefinancial.com/-- is a
California corporation that had been a license real estate
brokerage firm since the later 1980's.  EFI solicited funding for,
and arranged and made, loans secured by various real property.
EFI also was the sole manager of Estate Financial Mortgage Fund
LLC (EFMF), a California limited liability company that was
organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case Number 08-11457).  Estate Financial Inc. consented to
the bankruptcy filing on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represent the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial listed total assets
of $27,428,550, and total debts of $7,316,755.


FAIRFIELD RESIDENTIAL: Wants Andrew Hinkelman as CRO
----------------------------------------------------
Fairfield Residential LLC, et al., have asked the U.S. Bankruptcy
Court for the District of Delaware to approve their engagement
contract with FTI Consulting, Inc., nunc pro tunc to December 13,
2009.

The Debtors entered into the agreement in April 2009, which was
then amended in October 2009.  Pursuant to the agreement, Andrew
will continue as Andrew Hinkelman as chief restructuring officer
and additional individuals employed by FTI will provide other
critical management services to the Debtors.

Mr. Hinkelman and FTI will assist management in evaluating
strategic alternatives, communicating with the Debtors'
stakeholders, and providing business plan analysis and liquidation
analysis in order to prepare a plan of reorganization and
disclosure statement to maximize value for the estates.

The Debtors agreed to pay FTI a monthly advisory fee of $120,000
for Mr. Hinkelman's services.  Fees in connection with the
additional personnel will be based upon these hourly rates:

     Senior Managing Directors             $710-$825
     Directors/Managing Directors          $520-$685
     Consultants/Senior Consultants        $255-$480
     Administrative/Paraprofessionals      $105-$210

Mr. Hinkelman assures the Court that Meltzer Purtill 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.


FAIRPOINT COMMS: Final DIP Hearing Moved to January 13
------------------------------------------------------
FairPoint Communications Inc. and its debtor affiliates are
seeking permission from the Bankruptcy Court to access up to
$75 million in postpetition financing from Bank of America, N.A.,
as administrative agent, and certain lenders.

In the Debtors' request for DIP financing, counsel Luc A. Despins,
Esq., at Paul, Hastings, Janofsky & Walker LLP, in New York, said
that financial performance problems have made it difficult for the
Debtors to service approximately $2.7 billion in funded
prepetition debt obligations under their March 2008 Prepetition
Credit Agreement with BofA and certain prepetition lenders.  Thus,
to ensure that their obligations are met and to demonstrate
adequate liquidity to their vendors and customers, the Debtors
sought sources of new capital.

The DIP financing agreement requires the Debtors to obtain
confirmation of a reorganization plan by July 31, 2010.

The Bankruptcy Court has allowed the Debtors to borrow up to
$20 million from the DIP Lenders on an interim basis.  The
$20 million may be used for letters of credit, pending entry of a
final order on the DIP Financing Motion.

                  Creditors Committee Object

The Official Committee of Unsecured Creditors reminds the Court
that the Debtors themselves admitted at an October 27, 2009
hearing that there was no current need for funds from the
proposed DIP Loan.

The Committee believes the Debtors have a substantial amount of
cash on hand and that it appears the use of cash collateral will
provide the Debtors with sufficient liquidity in their bankruptcy
cases, according to Paul N. Silverstein, Esq., at Andrews Kurth
LLP, in New York.

Mr. Silverstein contends that it seems the Debtors and the
Prepetition Lenders have proposed the DIP Facility for the
principal purpose of validating their prepetition liens, granting
additional liens and providing for the current payment in-full,
in cash, of postpetition fees and expenses of the Administrative
Agent for the Prepetition Liens.

"Even assuming that a DIP Loan is necessary, certain terms of the
proposed DIP Loan are neither fair, reasonable nor adequate," Mr.
Silverstein contends.  He cites that:

  -- The relatively short maturity and default provisions of the
     Proposed DIP Loan would force the Debtors to prosecute
     their Chapter 11 cases in a manner that fails to ensure the
     restructuring will maximize value for all creditors.

     The Proposed DIP Loan requires that a plan of
     reorganization be filed no later than January 11, 2010.
     That date is also the deadline for any adversary proceeding
     challenging the validity of the prepetition debt or liens.
     The Plan also has to become effective by the end of July
     2010.

  -- The Prepetition Lenders are not entitled to adequate
     protection.  There was no evidence at the October 27
     hearing regarding the value of the Prepetition Collateral
     or that it was depreciating.

  -- The Prepetition Lenders are not entitled to the current
     payment of postpetition fees and expenses.  Again, at the
     October 27 hearing, the Debtors testified "that Debtors'
     value is insufficient to pay the bank in full."  Thus, the
     Proposed DIP Loan seeks to elevate what would otherwise be,
     at best, an unsecured claim of the Prepetition
     Administrative Agent into a claim paid in cash on a current
     basis under the guise of adequate protection.

  -- The Proposed DIP Loan has no effective mechanism for
     recharacterization of the postpetition fees as a secured
     portion of the Prepetition Credit Facility because any
     challenge to amounts paid to the Prepetition Administrative
     Agent must be made by January 11, 2010.

  -- Neither the DIP Lenders nor the Prepetition Lenders are
     entitled to liens on the Chapter 5 Causes of Action.  It is
     particularly inappropriate to secure prepetition debt with
     liens on Causes of Action.  The Causes of Action are not
     the Debtors' property, but rather rights that may be
     exercised to benefit the Debtors' creditors.

Under these circumstances, the Committee asks the Court to deny
the Proposed DIP Loan.

                           *     *     *

The Final DIP Hearing was originally set for November 18, 2009.
It has been adjourned twice since then, for December 16, 2009, and
most recently for January 13, 2010, at 10:00 a.m., Eastern Time.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Negotiating Settlement With Lenders
----------------------------------------------------
FairPoint Communications has related that it intends to file a
bankruptcy plan with the U.S. Bankruptcy Court for the Southern
District of New York on January 15, 2010 yet, according to Maine
Public Broadcasting Network.

The Company was originally expected to submit its Chapter 11 plan
to the Court last December 10, 2009, or 45 days after it filed
for bankruptcy.

As of the Petition Date, FairPoint informed the Court that it has
negotiated a "Plan Term Sheet" with its noteholders and secured
lenders, the terms of which will be embodied in a plan of
reorganization to be finalized.  Among others, the Plan Term
Sheet is expected to significantly de-lever the Company's balance
sheet, including the conversion of about $1.7 billion of debt to
equity.

FairPoint spokesman Jeff Nevins did not disclose the specific
details that contributed to the plan filing delay.  The
Associated Press, however, reported that the Company is deferring
plan filing to finalize settlement with lenders, unions and other
parties.

Before FairPoint announced the plan filing delay, the Company
entered into a further stipulation with an Ad Hoc Committee of
its Secured Noteholders, the Bank of America, N.A., as
Prepetition Agent and DIP Agent, and the Official Committee of
Unsecured Creditors, for the extension of certain dates and
deadlines relating to the filing of the Plan, the DIP Motion and
an Examiner Motion.  The Examiner Motion was previously asserted
by the Ad Hoc Committee.  Specifically, in a Bankruptcy Court-
approved stipulation dated December 4, 2009, the Parties agreed
that:

  -- The Ad Hoc Committee was not to re-file the Examiner Motion
     before December 6, 2009;

  -- FairPoint was not to file a Plan or Disclosure Statement
     before December 8, 2009;

  -- The Final DIP Hearing was to be adjourned to December 16,
     2009; and

  -- The Ad Hoc Committee was not to file any objection or
     response to the DIP Motion before December 7, 2009.

Since the filing of the parties' stipulation, (i) the Final DIP
Hearing has been further adjourned to January 13, 2010, (ii) the
Ad Hoc Committee has not filed an objection to the DIP Motion,
and (iii) the Examiner Motion has not been re-filed.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Sec. 341 Meeting of Creditors Moved to Feb. 1
--------------------------------------------------------------
James T. Grogan, Esq., at Paul Hastings Janofsky & Walker LLP, in
New York, counsel, informed the Bankruptcy Court and parties-in-
interest that the meeting of the creditors of FairPoint
Communications Inc. and its debtor affiliates pursuant to Section
341(a) of the Bankruptcy Code has been continued to February 1,
2010, at 1:30 p.m., Eastern Time.

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAYETTEVILLE MARKETFAIR: Asks Court OK to Access Cash Collateral
----------------------------------------------------------------
Fayetteville Marketfair Investors, LLC, seeks authority from the
U.S. Bankruptcy Court for the Eastern District of North Carolina
to use cash securing its obligations to prepetition lenders.

William P. Janvier, Esq., at Everett, Gaskins, Hancock & Stevens,
L.L.P., the attorney for the Debtor, explains that the Debtor
needs to access the cash collateral to fund its Chapter 11 case,
pay suppliers and other parties.

Capmark Finance, Inc., asserts a $19,850,000 secured claim against
the Debtor.  Faison & Associates, LLC, was appointed as Receiver,
at the behest of Capmark, on an ex parte basis for certain
specified purposes, including the collection of rent, on
November 30, 2009.  The Debtor continued to receive rent through
the filing of the petition.

The Debtor has granted a security interest to Capmark in, among
other things, leases and rents.  A UCC-1 perfecting the security
interest of Capmark was filed with the North Carolina Secretary of
State on August 23, 2006.

Capmark hasn't consented to the use of the cash collateral.

The Debtor will present a proposed 30-day operating budget prior
to or at the hearing on this Motion.

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.


FAYETTEVILLE MARKETFAIR: Taps Everett Gaskins as Bankr. Counsel
---------------------------------------------------------------
Fayetteville Marketfair Investors, LLC, has sought permission from
the U.S. Bankruptcy Court for the Eastern District of North
Carolina to employ William P. Janvier and the law firm of Everett,
Gaskins, Hancock & Stevens, LLP, as bankruptcy counsel.

EGHS will, among other things:

     a. prepare necessary applications, complaints, answers,
        orders, reports, motions, notices, plan of reorganization,
        disclosure statement and other papers necessary in the
        reorganization case;

     b. perform necessary legal services in connection with the
        Debtor's reorganization, including Court appearances,
        research, opinions and consultations on reorganization
        options, direction and strategy; and

     c. perform other legal services for Debtor which may be
        necessary in the Debtor's Chapter 11 case.

Mr. Janvier, an attorney at EGHS, says that the hourly rates of
the personnel are:

          William P. Janvier               $390
          Eura Duval Gaskins, Jr.          $425
          Rebecca Redwine                  $225

Mr. Janvier assures the Court that Latham & Watkins is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

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.


FILENE'S BASEMENT: Liquidating Plan Going Out for Creditor Vote
---------------------------------------------------------------
Filene's Basement Inc., now formally named FB Liquidating Estate
after selling the business, received approval of the disclosure
statement explaining its proposed plan of liquidation.  The Debtor
will present the plan for confirmation at a hearing on January 26.

Under Filene's Basement's joint liquidation plan, holders of
administrative claims, priority tax claims and remaining secured
claims will receive 100 cents on the dollar.

Holders of unsecured creditors expected to aggregate $57 million
will retrieve at least 75% of their claims, while holders of
equity interests won't receive anything.

The Plan proposes to substantively consolidated the Debtors'
estates and vest all of the assets of the consolidated Debtors
into a single estate for distribution in accordance with the Plan.

A copy of the Plan is available for free at:

   http://bankrupt.com/misc/Filenes_Ch11_Plan.pdf

A copy of the Disclosure Statement is available at:

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

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009, (Bankr. D. Del. Case No. 09-11525).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring effort.  Epiq Bankruptcy Solutions serves as claims
and notice agent.  The Debtors listed $50,000,001 to $100,000,000
in assets and $100,000,001 to $500,000,000 in debts.

The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.


FORD MOTOR: Clears Major Hurdles in Sale of Volvo Unit
------------------------------------------------------
People familiar with the matter told The Wall Street Journal's
Matthew Dolan that Ford Motor Co. is expected to announce this
week that the major hurdles have been cleared in its effort to
sell its Volvo unit, enabling the auto maker to complete the sale
to a Chinese company by early 2010,.

The announcement could come as soon as Wednesday in the form of a
letter sent by Volvo chief executive Stephen Odell to employees of
the Swedish brand wholly owned by Ford, one person familiar with
the matter told the Journal.

The source, according to Mr. Dolan, said Ford is expected to
confirm some of the progress earlier announced by Zhejiang Geely
Holding Group, one of China's biggest auto makers, which had been
earlier identified as the preferred bidder for Volvo.  The Journal
relates Geely said in late November that it had reached an
agreement with Ford on intellectual-property rights involving
Volvo, addressing what had been a key stumbling block for a
possible acquisition.  Still, the timing of any final deal at that
time was unclear, according to Mr. Dolan.

Mr. Dolan relates Volvo officials declined to comment on the
matter Tuesday.  Other sources, according to Mr. Dolan, said that
several issues remained unresolved, including how to protect
Ford's intellectual property.

One source told the Journal the purpose of the upcoming
announcement would be two-fold:

     -- To give Volvo's an update on the talks 20,000 employees;
        and

     -- To reassure the Chinese government that the deal remained
        on track.

Geely has reached agreements for loans for the Volvo bid from Bank
of China Ltd., China Construction Bank Corp. and Export-Import
Bank of China, the Journal reports.

The Journal also says a Ford announcement would signal that the
chances for a rival bid from a consortium led by two former Ford
executives had dimmed.  The Journal notes the Crown consortium had
been led by former Ford director Michael Dingman and former Ford
and Chrysler LLC executive Shamel Rushwin and included
participation by Swedish investors.

One source told the Journal, Geely is financing a roughly
$2 billion bid for Volvo with a combination of cash, bank loans
and funds from a small number of investors.  That source said
those investors include a government-owned fund based in Tianjin,
China.


FORTUNET INC: Receives Delisting Notice, Has Plans to Appeal
------------------------------------------------------------
FortuNet, Inc., received notice from The NASDAQ Stock Market that
the Company's common stock failed to maintain a minimum market
value of publicly held shares of $5,000,000 for the previous 30
consecutive trading days, as required for continued inclusion on
The NASDAQ Global Market in accordance with Listing Rule
5450(b)(1)(C).  The Company was provided 90 calendar days, or
until December 14, 2009, to regain compliance in accordance with
the Marketplace Rule 5810(c)(3)(D).

On December 16, 2009, the Company received a written staff
determination from The NASDAQ Stock Market Listing Qualifications
Department that the Company has not regained compliance in
accordance with Marketplace Rule 5810(c)(3)(D).  The Staff
Determination states that trading of the Company's Common Stock
will be suspended at the opening of business on December 28, 2009,
and a Form 25-NSE will be filed with the Securities and Exchange
Commission removing the Company's securities from listing and
registration on The NASDAQ Stock Market unless the Company
requests a hearing to appeal the Staff Determination to a NASDAQ
Listing Qualifications Panel no later than 4:00 p.m. Eastern Time
on December 23, 2009.

The Company intends to request a hearing for its appeal of the
Staff Determination before a Panel.  The Company's Common Stock
will remain listed on The NASDAQ Global Market pending the outcome
of the Panel's decision.  The Company can provide no assurance as
to the success or outcome of the appeal.  If, following the
Panel's decision, the Company is unable to continue to be listed
on The NASDAQ Global Market, the Company will consider
transferring its securities listing to The NASDAQ Capital Market,
provided it meets the inclusion requirements for that market.

FortuNet, Inc. -- http://www.fortunet.com/-- is a manufacturer of
multi-game and multi-player server-based gaming platforms.  The
gaming platforms include networks of both wireless and stationary
player terminals, cashier-based point-of-sale terminals, self-
service point-of-sale kiosks and game file servers that conduct,
and control bingo games.  The gaming platforms have been adapted
to conduct traditional casino games, such as keno, poker and
slots, in addition to, and concurrently with, bingo.  The gaming
platforms enable patrons to play bingo using either the wireless
or the stationary player terminals.  In addition, the gaming
platforms have been adapted to enable patrons to play traditional
casino games using the stationary player terminals.  During the
year ended December 31, 2008, the Company established two
additional subsidiaries Star Bingo Holdings, LLC and Star Bingo
Supplies, LLC.


GENERAL GROWTH: Court Convenes Plan Hearing for 26 Debtors
----------------------------------------------------------
Judge Allan Gropper of the United States Bankruptcy Court for the
Southern District of New York will convene on December 22, 2009,
the hearing with respect to confirmation of the Joint Plan of
Reorganization and final approval of the Disclosure Statement
with respect to 26 Plan Debtors.  The Plan Debtors subject to
December 22 Hearing are:

* Burlington Town Center II LLC
* Chico Mall, L.P.
* Chico Mall L.L.C.
* 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.
* Parcity Trust
* 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.
* Land Trust No. FHB-TRES 200601
* Ward Plaza-Warehouse, LLC
* The Woodlands Mall Associates, LLC

As previously reported, Judge Gropper scheduled a hearing to
consider confirmation of the Plan and final approval of the
Disclosure Statement for December 18, 2009.
           Four Debtors Join as Plan Proponents

Four more Debtors were added as proponents to the Joint Plan of
Reorganization.  The additional Plan Proponent Debtors are:

* White Marsh Mall, LLC
* White Marsh Mall Associates
* White Marsh Phase II Associates
* White Marsh General Partnership

                 Amended Financial Projections

The Plan Debtors also amended their financial projections to
indicate that the addition of Fox River Shopping Center, LLC and
White Marsh General Partnership, White Marsh Mall Associates,
White Marsh Mall, LLC, and White Marsh Phase II Associates as
Plan Debtors have an immaterial impact on the aggregate numbers
and thus, the numbers have not been revised, Marcia L. Goldstein,
Esq., at Weil, Gotshal & Manges LLP, in New York, related.

Essentially, the Plan Debtors estimate that the Emergence Costs
are approximately $428 million.  Of this amount, $319.8 million
is associated with the mortgage and mezzanine debt restructuring,
including extension fees, servicer fees and expenses, catchup
amortization payments, accrued interest, the funding of certain
escrows and other expenses.  A further $108.2 million is
associated with distributions related to prepetition
claims against the Plan Debtors, Ms. Goldstein pointed out. The
Plan Debtors are expected to fund these restructuring costs and
Plan distributions predominately from funds generated by the Plan
Debtors since the Petition Date, with additional support from
excess liquidity of GGP Limited Partnership, she noted.

Moreover, Ms. Goldstein said that the Plan Debtors' cash flow in
2010 is estimated to be approximately $47.4 million less than
their cash needs, due primarily to the $150 million pay-down of
the secured debt on GGP Ala Moana L.L.C.'s property as negotiated
as part of the restructuring of that entity's property level
secured loan.  General Growth Properties, Inc. expects to fund
this shortfall out of excess liquidity of GGP LP, she explained.
The Ala Moana pay-down also can be deferred beyond 2010.

Ms. Goldstein further stated that the consolidated cash forecast
shows that GGP has sufficient cash for the period December 2009
to December 2010 to fund the Emergence Costs of the Plan Debtors
as well as the estimated $47.4 million shortfall in 2010.  On a
pro forma basis including all estimated Emergence Costs and other
payments required by the Plan, GGP projects it will have
$178.9 million in cash available at the end of 2010, she added.

A table showing GGP's 13 Months Cash Forecast is available for
free at http://bankrupt.com/misc/ggp_dec20cashforecast.pdf

                  Additional Plan Exhibits

The Plan Debtors submitted to the Court on December 16, 2009,
amended exhibits to their Joint Plan of Reorganization relating
to the 26 Plan Debtors.  The amended exhibits are:

* a list of the 26 Plan Debtors' officers and directors after
   the effective date of the Plan, available for free at:

       http://bankrupt.com/misc/ggp_26plandebofficers.pdf

* a full-text copy of property-specific Exhibit "B" for Fox
   River property, available for free at:

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

* a December 17, 2009 list of contracts to be assumed by the 26
   Plan Debtors, available for free at:

       http://bankrupt.com/misc/ggp_dec17contractslist.pdf

* 10 constructware agreements to be rejected under the
   Plan, comprised of:

   -- two constructware contracts between Plan Debtor Fox
      River Shopping Center, LLC, and Caroll Architects, Ltd.,

   -- four constructware contracts between Fox River and Miron
      Construction Co., Inc., and

   -- four constructware contracts entered separately between
      Fox River and (i) Carroll Associates Architects, Ltd.;
      (ii) Chipman Adams, Ltd.; (iii) Enstrom Studio, Inc.; and
      (iv) Immel, Howard Inc.

Ms. Goldstein related that the 26 Plan Debtors have no employees,
but are instead served by employees of certain affiliates.  To
the extent that any of the officers or directors of the Plan
Debtors are considered insiders under the Bankruptcy Code, they
are not separately compensated for serving in that capacity, but
will benefit from any applicable indemnity pursuant to which a
Plan Debtor is a party, she said.

The Plan Debtors subsequently filed amended exhibits on
December 17, 2009, to reflect adjournment of the confirmation
hearing from December 18 to December 22, 2009, set forth in the
cover page of the December 16 exhibits.

The Plan Debtors also submitted amended exhibits on December 20,
2009, with respect to Plan Debtors White Marsh General
Partnership, White Marsh Mall Associates, White Marsh Mall LLC,
and White Marsh Mall:

* property-specific exhibit "B" of the White Marsh Plan
   Debtors, available for free at:

       http://bankrupt.com/misc/ggp_4debpropexhibitB.pdf

* December 20, 2009 list of contracts to be assumed under the
   Plan, available for free at:

      http://bankrupt.com/misc/ggp_dec20contractslist.pdf

* a list of four contracts that expired under the
   Plan, namely:

   (1) a price schedule - exhibit A to Master Agreement between
       White Marsh Mall, LLC and Constellation NewEnergy, Inc.,

   (2) a block purchase agreement between White Marsh Mall, LLC
       and Constellation NewEnergy, Inc.,

   (3) an MFP lease between White Marsh General Partnership and
       Impact Networking, and

   (4) contractor agreement between White Marsh Mall Associate
       and TPC Electric, Inc.

* a list of directors and officers of the White Marsh Plan
   Debtors, available for free at:

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

                  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: Begins Omnibus Claims Objections
------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., and its
units have begun filing omnibus claims objections in their Chapter
11 cases.

In the first omnibus claims objection, the Debtors seek to
disallow and expunge 100 claims aggregating $284,034,479.  The
Debtors explain that the Claims have been amended and superseded
by later filed proofs of claim.  While the later filed proofs of
claim are not subject to the Debtors' objection, the Debtors
however reserve their right to object to the claims at a later
date.  A schedule of the claims subject to the 1st Omnibus Claims
Objection is available for free at:

      http://bankrupt.com/misc/GM_1stOOClaimsSched.pdf

In the second omnibus claims objection, the Debtors ask the Court
to disallow and expunge 100 claims totaling $112,392,080.  The
Debtors determine that the Claims have been amended and superseded
by later filed proofs of claim.  The Debtors do not object to the
later filed proofs of claim but reserve their right to object to
these proofs of claim at a later date.  A schedule of the claims
subject to the 2nd Omnibus Claims Objection is available for free
at:

        http://bankrupt.com/misc/GM_2ndOOClaimsSched.pdf

In the third omnibus claims objection, the Debtors seek the
disallowance and expungement of 100 claims amounting to
$5,444,782,083.  The Debtors contend that the Claims are
duplicates of earlier-filed claims.  The Debtors reserve their
right to object to any earlier-filed claims at a later date.  A
schedule of the claims subject to the 3rd Omnibus Claims Objection
is available for free at:

       http://bankrupt.com/misc/GM_3rdOOClaimsSched.pdf

In the fourth omnibus claims objection, the Debtors ask the Court
to disallow and expunge 100 claims aggregating $773,546,247.  The
Debtors point out that Claims to be expunged are duplicates of
earlier-filed claims.  Moreover, the Debtors reserve their right
to object to any earlier-filed claims.  A schedule of the claims
subject to the 4th Omnibus Claims Objection is available for free
at:

       http://bankrupt.com/misc/GM_4thOOClaimsSched.pdf

In the fifth omnibus claims objection, the Debtors seek to
disallow and expunge 100 claims totaling $218,783,080.  The
Debtors complain that the Claims at issue lack sufficient
documentation to ascertain the nature or validity of the Claims.
A schedule of the claims subject to the 5th Omnibus Claims
Objection is available for free at:

        http://bankrupt.com/misc/GM_5thOOClaimsSched.pdf

General Motors Bankruptcy News provides definitive coverage of all
omnibus claims objections, responses by claimants to those
objections, and orders by the Bankruptcy Court with respect to
those objections.

                     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: GM to Present Opel Restructuring Plan in January
----------------------------------------------------------------
General Motors Corporation's restructuring plan for its Opel and
Vauxhall operations in Europe will be delayed until January 2010,
GM Europe President Nick Reilly said in a blog post dated
December 10, 2009.

"Although we had hoped to have the new business model finalized in
December, it appears that more work needs to be done and further
consultations will not be rushed," Mr. Reilly noted.

GM Europe has said that it will provide a detailed plan for its
European operations by mid-December, AP reported.  GM had angered
officials for backing out of the lengthy negotiations with Magna
International Inc. and Savings Bank of the Russian Federation for
the finalization of the sale of Opel.

Mr. Reilly disclosed that early in December 2009, he met with
Germany Works Council Chairman Klaus Franz a union meeting in
Germany, as well as governmental and European Union officials in
Brussels to discuss viability plans for Opel.  He also noted that
he had visited Opel and Vauxhall sites throughout Europe to
discuss specifics with local plant managers and employee
representatives, and held a day-long meeting with senior Opel
leadership "to strategize on what needs be done now and in the New
Year."

Agreeing to Mr. Franz's opinion, Mr. Reilly thinks that the future
in Europe, as it relates to the Opel operations "looks great."

"To ensure that prosperous future, our company needs great
products and a winning product portfolio, which includes future
technologies and investments."

Opel's restructuring "is going to be one of the largest, most
complex industrial reorganizations in European manufacturing in
years, [affecting] thousands of people and their families; impact
plants and other stakeholders," Mr. Reilly wrote.

Given this, "it looks like an announcement may slip into January,
according to Mr. Reilly.

"This is not a broken promise. It is a pledge to do something
right," he concluded.

In a separate report, GM said that it will not move its European
headquarters to Germany as previously announced, according to the
Associated Press, citing a statement from Opel spokesman Andreas
Kroemer.

"The old headquarters will simply cease to exist in its current
ways.  "All relevant operations of Opel and Vauxhall will be
bundled in Ruesselsheim," Mr. Kroemer added.

Opel and its sister Vauxhall employ around 48,000 people in
Europe, more than 24,000 of them in Germany, the AP noted.

Opel also announced on December 15, 2009, that Walter G. Borst has
been appointed as supervisory board chairman succeeding Carl-Peter
Forster, who left the post in November 2009, following GM's failed
sale of Opel to Magna/Sberbank, the Wall Street Journal reported.

                     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 FRG & Brittingham Rule 2004 Discovery
----------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Office of Defense Administration of the USA/Canada
under the Federal Republic of Germany and David and Julie
Brittingham, separately ask the U.S. Bankruptcy Court to direct
(i) the production of documents, and (ii) the oral examination of
certain individuals connected with the Debtors in relation to:

  * a personal injury action commenced by Florian Hinrichs,
    styled Florian Hinrichs v. General Motors Corp., et al.,
    litigated in the Circuit Court for Geneva County in Alabama;
    and

  * the Brittingham's employment-related lawsuit styled
    Brittingham v. General Motors Corporation, et al., pending
    in the Common Pleas Court of Montgomery County, Ohio.

In 2007, a GM truck in which Mr. Hinrichs was a passenger was
rammed, leaving Mr. Hinrichs a paraplegic for life.  As a result
of the accident, FRG has paid and continues to pay medical and
related expenses, as required under German law.

The Brittinghams initiated the lawsuit alleging that the Debtors
negligently performed and approved Ms. Brittingham's pre-
employment physical examination and failed to inform her of a lung
abnormality or to refer her to a qualified physician, as GM
policies and procedures required.  The Brittinghams seek recovery
for personal damages, wages and other expenses, which are
estimated to add up to "several million dollars."

FRG and the Brittinghams are entitled to determine whether
insurance benefits exist as part of the Debtors' bankruptcy
assets, either through private policies or through a self-insured
program that could apply to their claims under the Alabama and
Ohio Actions, Samir P. Gebrael, Esq., at Klestadt & Winters LLP,
in New York, avers, on behalf of the Parties.

                       Debtors React

According to Harvey R. Miller, Esq., at Weil Gotshal & Manges LLP,
in New York, the Debtors have already provided the Office of
Defense Administration of the USA/Canada under the Federal
Republic of Germany with the insurance information it seeks.

Mr. Miller relates that in July 2009, the Debtors informed FRG
that the Debtors are self-insured up to $35 million on products
liability claims, which means that the Debtors themselves are
responsible at least the first $35 million of any liability
imposed for a single claim.  In September 2009, the Debtors
provided FRG with knowledge of the insurance policies maintained
by the Debtors.

In an effort to resolve the Motion, the Debtors offered to provide
evidence of the Debtors' insurance coverage above the $35 million
self-insured retention if FRG would agree to withdraw its Rule
2004 Examination request.  FRG, however, has refused to withdraw
the Motion, Mr. Miller tells the Court.

The Debtors cannot provide FRG with the further documentation or
testimony it seeks because the Debtors are not in possession,
custody or control of the insurance documents FRG seeks.  General
Motors, LLC purchased all of the Debtors' assets, including the
Insurance Policies, according to Mr. Miller.

The Debtors should not be required to divert limited resources and
expend estate funds to provide discovery to FRG, which is a non-
party to the Alabama Action, Mr. Miller asserts.  Given the cost
and disruption to the Debtors and their professionals that would
be caused by granting FRG's requests, the attendant burdens would
outweigh any possible benefit to FRG, Mr. Miller tells Judge
Gerber.

Accordingly, the Debtors ask the Court to deny FRG's request for
Rule 2004 Examination.

                     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: W. Lawrence Appeal Denial of Lift Stay
------------------------------------------------------
Walter J. Lawrence takes an appeal to the United States District
Court from the November 24, 2009 order of Bankruptcy Judge Robert
Gerber denying Mr. Lawrence's motion for stay relief.  Mr.
Lawrence said his appeal to the District Court is centered on a
test for determining abuse of discretion.

Walter J. Lawrence, a retired employee of the Debtors, asks the
U.S. Bankruptcy Court for the Southern District of New York to
modify the automatic stay pursuant to Section 362(a) of the
Bankruptcy Code to enable Mr. Lawrence's motion for summary
judgment pertaining to a litigation he filed against the Debtors
for the alienation of his pension plan payments, now pending in
the United States District Court in the Middle District of
Florida, to continue.

The Debtors, however, asked Judge Gerber to deny Mr. Lawrence's
motion for stay relief to pursue his prepetition action against
the Debtors, contenting that Mr. Lawrence failed to satisfy his
burden of establishing cause sufficient to truncate the
statutorily imposed breathing spell to which the Debtors are
entitled under 362 of the Bankruptcy Code.

Allowing the Mr. Lawrence relief from the automatic stay at this
juncture would expose the Debtors to countless other lift stay
motions, which would impose a burden on the Debtors and their
estates at a time when their limited remaining resources should be
devoted to other immediate tasks, Joseph H. Smolinsky, Esq., at
Weil, Gotshal & Manges LLP, in New York, assertd.


GLOBAL CROSSING: Term of CEO Legere's Agreement Extended to 2012
----------------------------------------------------------------
The Board of Directors of Global Crossing Limited on December 15,
2009, approved an amendment to the August 15, 2006 employment
agreement between the Company and its chief executive officer,
John J. Legere.  The Amendment extends the contractual term of the
Agreement for two years to August 15, 2012.   The other terms of
the Agreement remain unchanged.

Also on December 15, 2009, the Company's Board approved an
increase to the annual base salary of John A. Kritzmacher, its
executive vice president and chief financial officer, from
$495,000 to $550,000, effective January 1, 2010.  The other terms
of Mr. Kritzmacher's compensation arrangements remain unchanged.

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
and its subsidiaries are a global communications service provider,
serving many of the world's largest corporations, government
entities and many other telecommunications carriers, providing a
full range of Internet Protocol and managed data and voice
products and services.  The Company's network delivers services to
nearly 700 cities in more than 60 countries and six continents
around the world.  The Company operates as an integrated global
services provider with operations in North America, Europe, Latin
America and a portion of the Asia/Pacific region, providing
services that support a migration path to a fully converged IP
environment.

Global Crossing reported a net loss of $73 million for the three
months ended September 30, 2009, from a net loss of $72 million
for the year ago period.  Global Crossing reported a net loss of
$104 million for the nine months ended September 30, 2009, from a
net loss of $232 million for the year ago period.

At September 30, 2009, Global Crossing had $2,463,000,000 in total
assets against $2,796,000,000 in total liabilities, resulting in
$333,000,000 in stockholders' deficit.


GLOBAL CROSSING: GCUK Posts GBP1.569-Mil. Net Loss for Q3 2009
--------------------------------------------------------------
Global Crossing Limited's subsidiary, Global Crossing (UK)
Telecommunications Limited, generated GBP75 million of revenue in
the third quarter and Operating Income Before Depreciation and
Amortization of GBP20 million.  The company also reported cash
generated from operations of GBP13 million before interest.

"Despite a challenging economic environment, GCUK continues to see
healthy levels of demand for advanced IP-based networking
solutions, including managed services," said John Legere, Global
Crossing's chief executive officer.  "We are carefully aligning
our sales resources and capital investments to seize these
opportunities and further diversify our customer base."

                       Third Quarter Results

GCUK generated revenue of GBP75 million, a decrease of
GBP2 million or 3% sequentially and a decrease of GBP7 million or
9% on a year-over-year basis.  The sequential decrease in revenue
was primarily due to a decrease in non-recurring fees, including
fees for professional services, equipment sales and certain other
charges.  The year-over-year decrease in revenue was primarily due
to the conclusion of the Camelot contract in December 2008.

Gross margin was GBP30 million for the quarter, a GBP7 million
increase sequentially and flat compared with the same quarter last
year.  The sequential increase in gross margin was primarily due
to a reduction in access charges resulting from a GBP4 million
favorable regulatory ruling related to access costs paid in
periods prior to 2009 and a GBP2 million benefit from recharging
to the Rest of World segment a portion of retroactive property tax
assessments previously charged to GCUK, partially offset by a
decrease in revenue.

Sales, general and administrative expenses were GBP10 million for
the quarter, essentially flat on a sequential and year-over-year
basis.

GCUK's OIBDA for the third quarter was GBP20 million, compared
with GBP12 million in the second quarter of 2009 and GBP20 million
in the third quarter of 2008.  The sequential increase in OIBDA
was primarily due to the favorable regulatory ruling and the
retroactive property tax assessment recharge, partially offset by
lower revenue in the quarter.

GCUK recorded net loss of GBP1.569 million for the third quarter
of 2009, compared with net income of GBP9.990 million in the
second quarter of 2009 and a net loss of GBP6.642 million in the
third quarter of 2008.  Beyond the variances, the sequential
variation in net income/loss was primarily due to unrealized
foreign exchange losses on GCUK's U.S. dollar denominated Senior
Secured Notes in the third quarter of 2009, compared with gains in
the second quarter of 2009.  The year-over-year reduction in net
loss was primarily due to lower unrealized foreign exchange losses
on the U.S. dollar denominated Senior Secured Notes.

                        Cash and Liquidity

As of September 30, 2009, GCUK had GBP304.230 million in total
assets against $516.762 million in total liabilities, resulting in
total deficit of $212.532 million.  As of September 30, 2009, GCUK
had cash and cash equivalents of GBP26 million compared with GBP17
million at June 30, 2009, and GBP34 million at September 30, 2008.

Net cash generated from operating activities during the third
quarter totaled GBP13 million after operating working capital use
of GBP4 million.  GCUK's cash and cash equivalents increased by
GBP9 million in the third quarter, after purchases of property,
plant and equipment of GBP2 million and principal payments on
finance leases and other debt obligations of GBP3 million.

A full-text copy of GCUK's earnings release is available at no
charge at http://ResearchArchives.com/t/s?4c17

                    About Global Crossing (UK)

Based in London, U.K., Global Crossing UK Telecommunications Ltd.
provides a full range of managed telecommunications services in a
secure environment ideally suited for IP-based business
applications. The company provides managed voice, data, Internet
and e-commerce solutions to a strong and established commercial
customer base, including more than 100 UK government departments,
as well as systems integrators, rail sector customers and major
corporate clients.  In addition, Global Crossing UK provides
carrier services to national and international communications
service providers.

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
and its subsidiaries are a global communications service provider,
serving many of the world's largest corporations, government
entities and many other telecommunications carriers, providing a
full range of Internet Protocol and managed data and voice
products and services.  The Company's network delivers services to
nearly 700 cities in more than 60 countries and six continents
around the world.  The Company operates as an integrated global
services provider with operations in North America, Europe, Latin
America and a portion of the Asia/Pacific region, providing
services that support a migration path to a fully converged IP
environment.

Global Crossing reported a net loss of $73 million for the three
months ended September 30, 2009, from a net loss of $72 million
for the year ago period.  Global Crossing reported a net loss of
$104 million for the nine months ended September 30, 2009, from a
net loss of $232 million for the year ago period.

At September 30, 2009, Global Crossing had $2,463,000,000 in total
assets against $2,796,000,000 in total liabilities, resulting in
$333,000,000 in stockholders' deficit.


GUNDLE/SLT ENVIRONMENTAL: Moody's Cuts Corp. Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of
Gundle/SLT Environmental, Inc.  The company's Corporate Family
Rating and Probability of Default ratings were downgraded to B3
from B2.  The speculative grade liquidity rating remains at SGL-3
and the ratings outlook is stable.

The ratings downgrade was prompted by Moody's belief that the
company's credit metrics are likely to remain at a level more
consistent with the B3 ratings category over the intermediate
term.  The company's credit metrics have not met expectations and
are now below levels Moody's had previously stated could result in
a ratings downgrade.

The weakened global economy has reduced demand for the company's
liners.  The slowdown in construction activity results in less
construction waste being created while lower new home starts
reduces demand for waste water treatment facilities and new water
retention basins.  The weak economy has resulted in tighter
municipal budgets and has slowed development of new facilities
while fewer home starts have extended the useful life of municipal
solid waste treatment facilities.  The economy has also weakened
demand from golf course developers and from the mining industry.
The company's aquaculture business has also been under pressure.
As a result, the company's performance is expected to remain weak
into 2010 even though Moody's expect U.S. GDP growth in the low
single digits.  The stable outlook reflects the belief that the
company's credit metrics should show signs of stabilization as a
growing global economy stimulates demand.

The SGL-3 speculative grade liquidity rating reflects the
company's adequate liquidity profile.  Gundle should generate
modestly positive free cash flow in 2010 due in part to minimal
capital spending requirements.  The ABL revolver is largely
undrawn and could support higher net working capital investment
should volumes improve or resin prices increase.  Room under the
company's covenants is considered to be adequate.

The principal methodology used in rating Gundle was Moody's
Business and Consumer Service Methodology, published in August
2007 and available on www.moodys.com in the Rating Methodologies
sub-directory under the Research & Ratings tab.  Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.

The last rating action was on April 8, 2008, when the company's
rating outlook was changed to negative.

Downgrades:

Issuer: Gundle/SLT Environmental Inc.

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1
     from B3

Upgraded:

Issuer: Gundle/SLT Environmental Inc.

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4,
     62% from LGD4, 66%

Gundle/SLT Environmental, Inc., based in Houston, TX, is a leading
manufacturer of geosynthetic lining products used in environmental
protection and for the confinement of solids, liquids and gases in
the waste management, liquid containment and mining industries.
Gundle markets its products and installation services through
internal and third-party distribution channels.  LTM revenues
through September 30, 2009, totaled $350 million.


HACKETTS: To Shut Down Denmars Department Store
-----------------------------------------------
According to the PressRepublican.com, Hacketts is closing its
department store on Demars Boulevard on a date yet to be
determined.  Hacketts operates a department store.


HARRAH'S ENTERTAINMENT: Files Prospectus on Resale of Notes
-----------------------------------------------------------
Harrah's Operating Company, Inc., filed with the Securities and
Exchange Commission a registration statement and prospectus which
covers resales by holders of:

     (i) the 10.00% Second-Priority Senior Secured Notes due
         2015 issued by Harrah's Operating Company, Inc., on
         December 24, 2008;

    (ii) the 10.00% Second-Priority Senior Secured Notes due 2018
         issued by HOC on December 24, 2008;

   (iii) the 10.00% Second-Priority Senior Secured Notes due 2018
         issued by HOC on April 15, 2009;

    (iv) the 5.625% Senior Notes due 2015;

     (v) the 6.50% Senior Notes due 2016; and

    (vi) the 5.75% Senior Notes due 2017.

The 2015 Second Lien Notes mature on December 15, 2015, and the
2018(1) Second Lien Notes and 2018(2) Second Lien Notes mature on
December 15, 2018.  Interest on each series of the Second Lien
Notes is payable in cash on June 15 and December 15 and accrues at
a rate of 10.00% per annum.

The 2015 Senior Notes mature on June 1, 2015, the 2016 Senior
Notes mature on June 1, 2016, and the 2017 Senior Notes mature on
October 1, 2017.  Interest on the 2015 Senior Notes is payable in
cash on June 1 and December 1 and accrues at a rate of 5.625% per
annum.  Interest on the 2016 Senior Notes is payable in cash on
June 1 and December 1 and accrues at a rate of 6.50% per annum.
Interest on the 2017 Senior Notes is payable in cash on April 1
and October 1 and accrues at a rate of 5.75% per annum.

At any time prior to December 15, 2012, HOC may redeem, in whole
or in part, the 2015 Second Lien Notes at a price equal to 100% of
the principal amount of the 2015 Second Lien Notes redeemed plus
accrued and unpaid interest to the redemption date and a "make-
whole" premium.  Thereafter, HOC may redeem the 2015 Second Lien
Notes, in whole or in part, at the redemption prices set forth in
this prospectus.  At any time prior to December 15, 2013, HOC may
redeem, in whole or in part, the 2018(1) Second Lien Notes, in
whole or in part, at a price equal to 100% of the principal amount
of the 2018(1) Second Lien Notes redeemed plus accrued and unpaid
interest to the redemption date and a "make-whole" premium or the
2018(2) Second Lien Notes, in whole or in part, at a price equal
to 100% of the principal amount of the 2018(2) Second Lien Notes
redeemed plus accrued and unpaid interest to the redemption date
and a "make-whole" premium.  Thereafter, HOC may redeem the
2018(1) Second Lien Notes and/or the 2018(2) Second Lien Notes, in
whole or in part, at the redemption prices set forth in this
prospectus.

In addition, on or prior to December 15, 2011, HOC may redeem up
to 35% of the aggregate principal amount of the 2015 Second Lien
Notes, the 2018(1) Second Lien Notes and/or the 2018(2) Second
Lien Notes with the net cash proceeds from certain equity
offerings at the redemption prices set forth in this prospectus.
At any time prior to their respective maturity dates, HOC may
redeem, in whole or in part, any series of the Senior Notes at a
price equal to 100% of the principal amount of such series of
Senior Notes redeemed plus accrued and unpaid interest to the
redemption date and a "make-whole" premium.

The notes are senior indebtedness of HOC, rank pari passu in right
of payment with all of its existing and future senior indebtedness
of HOC, are senior in right of payment to all of its existing and
future subordinated indebtedness of HOC and are effectively
subordinated in right of payment to all of the existing and future
indebtedness and liabilities of its subsidiaries (in the case of
the Senior Notes) and its subsidiaries that are not Subsidiary
Pledgors (in the case of the Second Lien Notes).  In addition, the
Senior Notes are effectively subordinated to any senior secured
indebtedness of HOC or Harrah's Entertainment, including the
Second Lien Notes, as well as HOC's senior secured credit
facilities and first lien notes, in each case to the extent of the
assets securing such indebtedness.  The notes are irrevocably and
unconditionally guaranteed by Harrah's Entertainment.

The Second Lien Notes will be secured by second-priority liens on
certain assets of HOC and each wholly owned, domestic subsidiary
of HOC that is a subsidiary pledgor with respect to the senior
secured credit facilities.  The liens are junior in priority to
the liens on substantially the same collateral securing the senior
secured credit facilities and the first lien notes and to all
other permitted prior liens, including liens securing certain
derivative obligations and cash management obligations.  While the
collateral securing the senior secured credit facilities and the
first lien notes includes the equity interests of HOC and
substantially all of HOC's domestic subsidiaries and "first-tier"
foreign subsidiaries, the collateral securing the Second Lien
Notes does not include securities and other equity interests of
HOC or its subsidiaries.

HOC has not applied, and does not intend to apply, for listing of
the notes on any national securities exchange or automated
quotation system.

HOC will not receive any proceeds from the resale of the notes
hereunder.

A full-text copy of HOC's prospectus is available at no charge at:

               http://ResearchArchives.com/t/s?4c19

                   About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

                           *     *     *

As reported by the Troubled Company Reporter on September 25,
2009, Moody's Investors Service assigned a Caa1 rating to the
$1.0 billion senior secured term loan to be issued by Harrah's
Operating Company.  Moody's also affirmed Harrah's Entertainment's
Caa3 Corporate Family rating, Caa3 Probability of default rating
and all of the long-term debt ratings of HET and HOC, Inc.

The TCR said June 15, 2009, that Standard & Poor's Ratings
Services raised its corporate credit ratings on Harrah's
Entertainment and Harrah's Operating to 'CCC+' from 'CCC'.


HARRAH'S ENTERTAINMENT: HOC Exchange Offer to Expire Jan. 21
------------------------------------------------------------
Harrah's Operating Company, Inc., filed with the Securities and
Exchange Commission a registration statement and prospectus in
connection with its offer to exchange up to:

     -- $214,800,000 in aggregate principal amount of its
        registered 10.00% Second-Priority Senior Secured Notes due
        2015 and the guarantee thereof,

     -- $847,621,000 in the aggregate principal amount of its
        registered 10.00% Second-Priority Senior Secured Notes due
        2018,

     -- $3,705,498,000 in the aggregate principal amount of its
        registered 10.00% Second-Priority Senior Secured Notes due
        2018 and the guarantee thereof, and

     -- $2,095,000,000 in aggregate principal amount of its
        registered 11.25% Senior Secured Notes due 2017 and any
        guarantees thereof,

for a like principal amount of its unregistered:

     -- 10.00% Second-Priority Senior Secured Notes due 2015,
     -- 10.00% Second-Priority Senior Secured Notes due 2018,
     -- 10.00% Second-Priority Senior Secured Notes due 2018, and
     -- 11.25% Senior Secured Notes due 2017

The terms of the exchange notes and the related guarantees are
identical to the terms of the related original notes and the
guarantees in all material respects, except for the elimination of
some transfer restrictions, registration rights and additional
interest provisions relating to the original notes.  The notes are
irrevocably and unconditionally guaranteed by Harrah's
Entertainment, Inc.  The notes will be exchanged in denominations
of $2,000 and in integral multiples of $1,000.

HOC will exchange any and all original notes that are validly
tendered and not validly withdrawn prior to 5:00 p.m., New York
City time, on January 21, 2010, unless extended.

HOC has not applied, and does not intend to apply, for listing of
the notes on any national securities exchange or automated
quotation system.

A full-text copy of HOC's prospectus is available at no charge at:

               http://ResearchArchives.com/t/s?4c18

                   About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

                           *     *     *

As reported by the Troubled Company Reporter on September 25,
2009, Moody's Investors Service assigned a Caa1 rating to the
$1.0 billion senior secured term loan to be issued by Harrah's
Operating Company.  Moody's also affirmed Harrah's Entertainment's
Caa3 Corporate Family rating, Caa3 Probability of default rating
and all of the long-term debt ratings of HET and HOC, Inc.

The TCR said June 15, 2009, that Standard & Poor's Ratings
Services raised its corporate credit ratings on Harrah's
Entertainment and Harrah's Operating to 'CCC+' from 'CCC'.


HARTMARX CORP: Gets OK to Sell Distribution Facility
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Hartmarx Corp. has
authority to sell a former distribution facility in Michigan City,
Indiana, so long as no one objects. Because the property is worth
less than secured debt, the secured lender GE Commercial Finance
Business Property Corp. must cover expenses and give Hartmarx the
greater of $200,000 or 7% of net sale proceeds.

The Bankruptcy Court in June authorized the sale of the business
to Emerisque Brands U.K. Ltd. and SKNL North America Ltd. for
$119 million, including $70.5 million cash, the assumption of
$33.5 million in debt, and a junior secured note for $15 million.

Based in Chicago, Illinois, Hartmarx Corporation --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HAWKEYE RENEWABLES: Prepack Plan Offers 0% to Unsec. Creditors
--------------------------------------------------------------
Hawkeye Renewables, LLC, filed a proposed Chapter 11 plan together
with its bankruptcy petition.

Under the pre-packaged plan, debt will be converted to equity.
Lenders owed $592.8 million under a first lien credit agreement
would receive a term loan of $25 million and almost all of the
membership interest in the reorganized Renewables.  Lenders owed
$167.3 under a second lien credit agreement would receive (i)
profit participation interests (the Class C units), which will
entitle holders to 10% of the value of all distributions in excess
of $580 million, and (ii) if they vote in favor of the Plan,
additional profit participation interests (the Class B units),
which would entitle holders to 7.5% of the value of all
distributions in excess of $435 million.

Holders of first lien claims will recover 33.1% to 34.1% of their
allowed claims.  Holders of second lien claims would recover 4.1%
to 7.7%.  Holders of general unsecured claims and holders of
equity interests won't receive any distributions.

General unsecured claimants and equity holders are not voting on
the Plan. The Plan has been overwhelmingly accepted by its first
lien lenders.

The second-lien lenders rejected the Plan in a vote taken before
Chapter 11 filing.  Hawkeye hopes the Bankruptcy Court can confirm
the plan on Feb. 16 using the cram-down process, Bloomberg News
said.

A copy of the Plan is available for free at:

         http://bankrupt.com/misc/HawkEye_Chapter11Plan.pdf

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

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

Hawkeye Renewables LLC, a unit of Hawkeye Holdings LLC, blamed the
financial crunch brought on by the rising cost of corn, which has
led several ethanol companies to file for Chapter 11 in recent
months.

The company, source notes, said the U.S. ethanol produces were
hard hit by the economic downturn in 2008.

An affiliate of Blackstone Group LP said the company's midpoint
value is $210 million, or 35% of the first-lien debt.

                About Hawkeye Renewables

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.

On December 21, 2009, Hawkeye Renewables, LLC and its affiliate
company, Hawkeye Intermediate, LLC, filed Chapter 11 petitions
(Bankr. D. Del. Lead Case No. 09-14461).  Epiq Bankruptcy
Solutions serves as claims and notice agent.

The company listed assets of between $100 million and
$500 million, and debts of between $500 million and $1 billion.

Hawkeye Energy Holdings, Hawkeye Growth and Hawkeye Gold were not
included in the filing.


HEARTLAND PUBLICATIONS: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Heartland Publications, LLC
          aka Macon County Times
          aka The Tribune
          aka The Laurinburg Exchange
          aka Portsmouth Daily Times
          aka Blue Ridge Back Roads
          aka Newberry Shopper (TMC)
          aka The Carroll News
          aka The Coal Valley News
          aka Eastern Kentucky Shopper/
              Your Regional Shopper  topper
          aka Gallipolis Daily Tribune
          aka Powdersville Post
          aka Thomaston Shopper (TMC)
          aka Durant Daily
          aka Frederick Leader
          aka On the Vine
          aka Hazard Shopper Stopper
          aka The Anson Record
          aka Union Money Saver (TMC)
          aka El Heraldo
          aka Hazard Herald
          aka Fuqay-Varina Independent
          aka Grayson County News Gazette
          aka The Logan Banner
          aka Simple Pleasures
          aka The Community Common
          aka Extra Slice (TMC)
          aka Bladen Journal Xtra (TMC)
          aka County Times (TMC)
          aka LaGrange Daily News
          aka The Stokes News
          aka Robesonian
          aka The Pickens Sentinel
          aka LaGrange Shopper (TMC)
          aka Robensian Midweekly (TMC)
          aka Apex Herald
          aka Floyd County Times
          aka Middlesboror Daily News
          aka Clairborne Progress
          aka Independent Herald
          aka The Gilbert Times
          aka Home Buyer's Guide
          aka Pomeroy Daily Sentinel
          aka Yadkin Valley (TMC)
          aka Gamer News
          aka The Cheraw Chronicle
          aka The Herald Independent
          aka The Mount Airy News
          aka JP Shopper (TMC)
          aka Cumberland Trading Post
          aka Harlan Daily Enterprises
          aka Altus Times
          aka The Yadkin Ripple
          aka Community Nes Advertiser (TMC)
          aka The Thomaston Times
          aka Point Pleasant Register
          aka The Newberry Observer
          aka Sampson Independent
          aka Surry Scene (TMC)
          aka The Red Springs Citizen
          aka The Pilot
          aka Cleveland Post
          aka Weekly Times (TMC)
          aka Gallipolis Tri-County Shopper/News
          aka The Patriot
          aka The St. Pauls Review
          aka Bladen Journal
          aka SW Oklahoma Shopper
          aka Holly Springs Sun (TMC)
          aka The Grapevine
          aka Clairborne Progress Extra/Union
          aka The Jefferson Post
          aka Williamson Daily News
          aka The Easley Progress
          aka Richmond County Daily Journal
          aka The Samson County Shoppers Guide
          aka News Democrat Leader
          aka The Union Daily Times
          aka The Weekly Independent
          aka Horse Show Special Edition
        One West Main Street
        Clinton, CT 06413

Bankruptcy Case No.: 09-14459

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
Heartland Publications Holdings, LLC       09-14460

Chapter 11 Petition Date: December 21, 2009

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

Judge: Kevin Gross

About the Business:

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

                  Robert S. Brady, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  Email: bankfilings@ycst.com

Debtors'
Financial
Advisor:          Duff & Phelps, Securities LLC
                  55 East 52nd St.  31st Floor
                  New York, NY 10055
                  http://www.duffandphelps.com
                  Tel: (212) 871-2000
                  Fax: (917) 267-5077
                  Attn: Jon Melzer
                        Eric Williams

Debtors' Claims
& notice Agent:   Epiq Bankruptcy Solutions

Financial position as of Oct. 31, 2009:

    Total assets: $134.3 million
    Total liabilities: $166.2 million

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

            http://bankrupt.com/misc/deb09-14459.pdf

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Silver Point Finance LLC   loan                   $4,421,856

SP Newsprint Co.           trade                  $82,817

Abitibi Consolidated       trade                  $35,152
Sales Corporation

Bowater America Inc.       trade                  $33,131

Artistic Color Graphics    trade                  $28,668

Quality Web Printing       trade                  $26,926

Page Coop                  trade                  $16,524

King Features Syndicate    trade                  $15,201

Staples Business Advantage trade                  $11,658

Accountemps                trade                  $11,027

AGFA Corporation           trade                  $10,116

Shroom Inc.                trade                  $10,091

PBI Printing               trade                  $7,309

MTH Information Solutions  trade                  $5,787

US ink                     trade                  $4,201

Unifirst Corporation       trade                  $4,020

Crestmark Commerical       trade                  $3,636
Capital Lending I

Ricoh Americas Corporation trade                  $3,200

Brooks Office Systems      trade                  $3,179

Pitney Bowes Financial     trade                  $2,932
Services

The petition was signed by Michael C. Bush, president and chief
executive officer of the Company.


HEARTLAND PUBLICATIONS: Gets Court Okay of First Day Motions
------------------------------------------------------------
The Court has approved Heartland Publications, LLC's "first day"
motions.  Heartland Publications earlier this week announced that
it had reached agreement with the majority of its first-lien
lenders on a financial restructuring and filed voluntary petitions
with the U.S. Bankruptcy Court for the District of Delaware to
enter Chapter 11 protection.

"We are pleased with the prompt approval of these motions that
ensure that all of our publications will continue to operate with
no changes to advertising or circulation agreements or customer
programs, and no changes to employee pay or benefits," said
Michael C. Bush, president and chief executive officer.  "We are
on track to successfully complete this expedited financial
restructuring by early spring, reducing the company's debt by more
than half and creating a new capital structure," continued Mr.
Bush.

In addition to the continuation of customer and employee programs,
the company also received Court approval to maintain existing cash
management systems, access cash collateral, and pay certain key
vendors for prepetition expenses, among other items.

As previously announced, Heartland Publications has sufficient
funds and positive cash flow to pay its ongoing expenses for the
foreseeable future. The company intends to file its pre-negotiated
Plan of Reorganization in the next week; the Plan calls for the
full satisfaction of general unsecured claims.

                   About Heartland Publications

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
total assets of $134.3 million and total liabilities of $166.2
million as of Oct. 31, 2009.

Attorneys at Young, Conaway, Stargatt & Taylor, serve as
bankruptcy counsel.  Duff & Phelps, Securities LLC has been tapped
as financial advisors.  Epiq Bankruptcy Solutions is claims and
notice agent.


HEARTLAND PUBLICATIONS: Chapter 11 Plan to Convert Debt to Equity
-----------------------------------------------------------------
Heartland Publications LLC and it affiliates said they intend to
utilize the tools available to them under chapter 11 to improve
their balance sheet and strengthen their businesses for the
benefit of creditors, customers, employees, and the communities in
which the Debtors operate.

Towards that end, the Debtors have negotiated and executed a plan
term sheet with the first lien lenders, which provides for
meaningful returns to the prepetition lenders, and the potential
for payment in full of all of the Debtors' other trade creditors.

The Company anticipates that its financial reorganization will be
completed by early spring.

The Company has not yet filed its prepackaged Chapter 11 plan with
the Bankruptcy Court.  It expects to file the Plan in the next
week.

Under the Company's pre-negotiated Plan of Reorganization,
$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.

Heartland blamed the filing on a decline in advertising revenue
due to the economic downturn and growing competition from
internet-based alternatives.  The Company initiated cost saving
measures and has budgeted a $1.3 million decrease in operating
expenses for 2009 due to declining revenue.

                   About Heartland Publications

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
total assets of $134.3 million and total liabilities of $166.2
million as of Oct. 31, 2009.

Attorneys at Young, Conaway, Stargatt & Taylor, serve as
bankruptcy counsel.  Duff & Phelps, Securities LLC has been tapped
as financial advisors.  Epiq Bankruptcy Solutions is claims and
notice agent.


HEIDTMAN MINING: Wants Plan Filing Deadline Moved to March 1
------------------------------------------------------------
Heidtman Mining, LLC, asks the U.S. Bankruptcy Court for the
Western District of Arkansas to extend its exclusive periods to
file a plan of reorganization and solicit acceptances of that plan
until March 1, 2010, and April 27, 2010, respectively.

This is the Debtor's second request to extend its exclusivity and
solicitation periods to allow additional time to consummate a sale
of its assets, and then propose a plan to distribute the sale
proceeds.  Absent the extension, the Debtor's exclusivity period
will expire on January 10, 2010, and the solicitation period will
expire on March 9, 2010.

Toledo, Ohio-based Heidtman Mining, LLC, filed for Chapter 11 on
June 12, 2009 (Bankr. W.D. Ark. Case No. 09-72912).  George H.
Tarpley, Esq., Marcus Jermaine Watson, Esq., at Cox Smith Matthews
Incorporated; and Mark W. Hodge, Esq., at Chisenhall, Nesturd &
Julian, represent the Debtor in its restructuring efforts.  The
Debtor estimated $10 million to $50 million in assets and
$50 million to $100 million in debts in its bankruptcy petition.


HEATING OIL: State Court Suit Violating Stay Void Ab Initio
-----------------------------------------------------------
U.S. District Judge Charles Haight Jr. held on Dec. 17 that a
judgment in a state court lawsuit was void even though the
plaintiff was never listed as a creditor in the bankruptcy case
that began while the lawsuit was pending.  Judge Haight said the
judgment was void at the very outset because it was obtained in
violation of the so-called automatic bankruptcy stay that stops
all manner of creditor actions when a bankruptcy is filed, whether
or not the creditor knows about the filing.  Even if the lawsuit
plaintiff wasn't aware of the bankruptcy, proceeding to obtain a
judgment was a violation of the automatic stay, making the
judgment void, the judge ruled.  The plaintiff had received a
notice about the bankruptcy case, although the plaintiff wasn't
listed as a creditor.

                    About Heating Oil Partners

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.,
nka HOP Energy, LLC -- http://www.hopheat.com/-- is one of the
largest residential heating oil distributors in the United States,
serving approximately 150,000 customers in the Northeastern United
States.  The Company's primary business is the distribution of
heating oil and other refined liquid petroleum products to
residential and commercial customers.

The Company and its subsidiaries filed for chapter 11 protection
on Sept. 26, 2005 (Bankr. D. Conn. Case No. 05-51271) and filed
for recognition of the chapter 11 proceedings under the Companies'
Creditors Arrangement Act (Canada).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler PC, represent the
Debtors in their restructuring efforts.  Jeffrey D. Prol, Esq., at
Lowenstein Sandler PC, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $127,278,000 in total assets and
$155,033,000 in total debts.

The Bankruptcy Court confirmed Heating Oil Partners, LP, and
Heating Oil Partners, GP, Inc.'s First Amended Joint Plan of
Reorganization on June 15, 2006.  The Ontario Superior Court of
Justice Commercial List issued an order on June 26, 2006,
recognizing and implementing the order of the U.S. Bankruptcy
Court.


HIGHWOODS REALTY: Moody's Upgrades Senior Debt Rating From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Highwoods Realty
Limited Partnership (senior unsecured debt to Baa3 from Ba1).  The
outlook is stable.

The rating upgrade follows the REIT's announcement that it has
closed on a new $400 million unsecured revolving credit facility
which matures in February 2013.  The upgrade also reflects the
REIT's solid liquidity profile and improved asset quality since it
initiated its strategic plan in 2005.  Moody's believes Highwoods'
high quality property portfolio should help Highwoods weather what
is expected to be a protracted downcycle for the office market
given the unemployment outlook and the resulting challenging
operating environment.  The ratings upgrade also reflects
Highwoods' moderate leverage, tenant and economic diversity, and
healthy pool of unencumbered assets.  The REIT has enhanced its
balance sheet through reduced effective leverage (42.6% at 3Q09
vs.  50% at 3Q07), reduced net debt to EBITDA (5.3X at 3Q09 vs.
6.3X at 3Q07) and a reduced development pipeline (1.9% at 3Q09 vs
14.2% at 3Q07).  This, combined with steadily improving operating
performance, has resulted in fixed charge coverage increasing to
2.8X in 3Q09 from 2.1X in 3Q07.  The REIT's improved credit
profile provides solid cushion to weather what Moody's expects to
be a challenging operating environment.  Moody's expect fixed
charge coverage to trend downward over the next two years.

The stable outlook assumes that the REIT will maintain adequate
liquidity, operating at effective leverage below 45%, net debt to
EBITDA below 5.8X, and fixed charge coverage sustained above
2.25X.

Moody's stated that upward ratings movement would be predicated
upon effective leverage consistently below 45%, net debt to EBITDA
consistently below 5.0X, fixed charge coverage above mid-2x, and
secured debt less than 15% of gross assets.  Fixed charge coverage
below 2.0x, effective leverage (including pro rata share of JVs)
above 55%, net debt to EBITDA approaching 7.0x, or increased
speculative development would result in a negative rating
migration.

These securities were upgraded with a stable outlook:

* Highwoods Realty Limited Partnership -- Senior debt to Baa3 from
  Ba1, Senior debt shelf to (P)Baa3 from (P)Ba1

* Highwoods Properties, Inc. -- Preferred stock to Ba1 from Ba2,
  Preferred stock shelf to (P)Ba1 from (P)Ba2

Moody's last rating action with respect to Highwoods was on
January 14, 2009, when Moody's affirmed the ratings on Highwoods
Realty Limited Partnership (Ba1 senior debt) and Highwoods
Properties Inc. (Ba2 preferred stock) and revised the outlook to
positive from stable.

Highwoods Properties, Inc., headquartered in Raleigh, North
Carolina, USA, is a Real Estate Investment Trust and one of the
largest developers and owners of Class A suburban office and
industrial properties in the Southeastern USA.  Highwoods owns or
has an interest in 380 in-service office, industrial and retail
properties encompassing approximately 35.4 million square feet.
Highwoods also owns 580 acres of development land.  The REIT had
total assets of $2.9 billion as of September 30, 2009.


HSN INC: Moody's Changes Outlook to Stable, Affirms 'Ba2' Rating
----------------------------------------------------------------
Moody's Investors Service revised HSN Inc's rating outlook to
stable from negative.  All other ratings, including its Ba2
Corporate Family Rating, were affirmed.

The revision of the rating outlook to stable reflects the
company's improved operating performance in the current fiscal
year and moderate improvement in credit metrics.  HSN has
benefited from its efforts to reduce inventories, which have
reduced its markdown expenses.  It has also benefited from its
flexibility by adapting its merchandising strategies toward
promoting product categories which have proven more resilient in
the difficult economic environment.  Operating margins also
benefited from the company's cost savings initiatives.

These ratings were affirmed (and LGD assessments amended)

* Corporate Family Rating at Ba2

* Probability of Default Rating at Ba2

* $150 million senior secured revolving credit facility due 2013
  at Baa3 (LGD 2, 23% from LGD 2, 18%)

* $139 million senior secured term loan at to Baa3 due 2013 (LGD
  2, 23% from LGD 2, 18%)

* $240 million senior unsecured notes due 2016 at Ba3 (LGD 5, 73%
  from LGD 5, 70%)

* Speculative Grade Liquidity Rating at SGL-2

Moody's last rating action on HSN, Inc. was on March 4, 2009, when
the company's Corporate Family Rating was lowered to Ba2 and a
negative outlook was assigned.

Headquarted in St Petersberg, Florida HSN is a direct-to-consumer
retailer.  Its primary operating segments include HSN, a
television retailer that reaches approximately 93 million homes
and Cornerstore, a catalog and web based retailer of a number of
home and apparel lifestyle brands.  Revenues are approximately
$3 billion.


IDEARC INC: Wins Confirmation of Plan of Reorganization
-------------------------------------------------------
Idearc Inc. on December 22 announced that the U.S. Bankruptcy
Court for the Northern District of Texas, Dallas Division has
entered an order formally confirming its plan of reorganization,
positioning the Company to emerge from its Chapter 11 bankruptcy
proceedings on or about December 31, 2009.

"Idearc will emerge from this process in a much stronger position
financially and with a renewed focus on executing our long-term
business objectives."

As previously announced, following a confirmation hearing earlier
this month, the Court approved a global settlement agreement
reached by Idearc and its major creditor groups that resolves all
pending litigation among the parties and all objections by such
parties to confirmation of the plan of reorganization.

"We are very pleased to have reached another important milestone
on our path to emergence from the Chapter 11 process by year-end,"
said Scott W. Klein, chief executive officer of Idearc Inc.
"Idearc will emerge from this process in a much stronger position
financially and with a renewed focus on executing our long-term
business objectives."

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

                         About Idearc Inc.

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

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


IMAGE ENTERTAINMENT: To Sell Up to $30MM Series B&C Stock
---------------------------------------------------------
Image Entertainment, Inc.'s its board of directors approved the
sale of up to $30 million of newly authorized Series B Cumulative
Preferred Stock and Series C Junior Participating Preferred Stock
to certain affiliates of JH Partners, LLC.

Pursuant to the terms of a securities purchase agreement dated
December 21, 2009, the Company will sell 22,000 shares of Series B
Preferred Stock and 196,702 shares of Series C Preferred Stock for
an aggregate purchase price of $22.0 million and use the net
proceeds for the repayment of outstanding indebtedness, other
outstanding liabilities and general working capital.  The issuance
of the shares is scheduled to occur on or before January 8, 2010.
The transaction is not subject to a financing condition.

The securities purchase agreement also grants the Investors the
right to purchase up to an additional 8,000 shares of Series B
Preferred Stock and 71,528 shares of Series C Preferred Stock, for
an aggregate purchase price of $8.0 million, in two tranches, each
consisting of 4,000 shares of Series B Preferred Stock and 35,764
shares of Series C Preferred Stock.  The Investors may exercise
the first tranche in whole or in part and in one or more closings
within 120 days of the Initial Closing Date.  The second tranche
may be similarly exercised within 360 days of the Initial Closing
Date.  The net proceeds from the sale of any additional shares may
only be used by the Company to (i) acquire rights to additional
audio and video entertainment programming, (ii) repay any over-
advance under the Company's senior loan and security agreement, as
amended (the "Loan Agreement"), or (iii) repay accounts payable
incurred by the Company in the ordinary course of business.

As conditions to the initial closing, among other things, (i) the
Company must pay to the Investors a $1.0 million transaction fee
and reimburse the Investors for their out-of-pocket fees and
expenses in an amount up to $1.0 million, (ii) all but one of the
current members of the Company's board of directors shall have
resigned and (iii) the board of directors shall have appointed
four individuals designated by the Investors to the board of
directors.  The Investors have agreed to provide to the lenders
under the Loan Agreement credit support in an amount up to
$5.0 million to induce the lenders to increase availability under
the line of credit contemplated by the Loan Agreement until a new
facility can be documented and funded.

The securities purchase agreement may be terminated under certain
circumstances, including by mutual agreement of the parties, by
either the Company or the Investors if the transaction does not
close by January 8, 2010 or by the Investors on or before the
close of business on December 24, 2009 if the Company and the
Investors have not achieved by such date a reduction in
obligations to the Company's creditors that is satisfactory to the
Investors in their sole discretion.

Under certain circumstances related to termination of the
securities purchase agreement due to certain actions taken with
respect to other acquisition proposals received after the date of
the securities purchase agreement, the Company would be obligated
to pay a termination fee of $1.0 million and to reimburse the fees
and expenses of the Investors in an amount up to $1.0 million.

The Series B Preferred Stock is not convertible into shares of
common stock, is not entitled to voting rights other than those
rights required by law and limited voting rights with respect to
matters affecting the rights and privileges of the Series B
Preferred Stock, is not redeemable by the Company or the Investors
and bears a cumulative compounding dividend equal to 12% per annum
of the liquidation preference of $1,000 per share.  Accrued but
unpaid dividends will be added to the liquidation preference.  The
Series C Preferred Stock does not bear a dividend, but each share
is entitled to 1,000 times the aggregate per share amount of all
cash and non-cash dividends and other distributions paid on a
share of common stock.  The Series C Preferred Stock votes with
the common stock, is convertible into shares of common stock at a
ratio of 1,000 shares of common stock for each share of Series C
Preferred Stock and entitles the holder to 1,000 votes for each
share held on all matters submitted to a vote of stockholders.
The Series C Preferred Stock will automatically convert into
shares of the Company's common stock when there are sufficient
authorized but unissued shares of common stock to effect the
conversion.  The issuance of the initial 196,702 shares of Series
C Preferred Stock will result in the holders of those shares
holding 90% of the voting power of the Company's outstanding
capital stock.  If the Company issues all of the additional 71,528
shares of Series C Preferred Stock, the holders of Series C
Preferred Stock will hold approximately 92.5% of the voting power
of the Company's outstanding capital stock.  The Company will not
call a stockholders meeting to approve the issuance of the Series
B or Series C Preferred Stock.

Jeff Framer, President of the Company said, "We are excited about
the opportunities for the Company this new investment brings. The
Company has struggled in recent periods because of a lack of
resources.  The Company's new investors bring a wealth of
entertainment industry experience coupled with access to
sufficient capital to allow the Company to continue growing."

                    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.


INFINITO GOLD: Court Delays Ruling; Bridge Loan Facility In Place
-----------------------------------------------------------------
Industrias Infinito S.A., Infinito Gold Ltd.'s subsidiary in Costa
Rica, has been advised that, as of December 18, 2009, the
Constitutional Court, or ("SALA IV") has not come to a decision on
the remaining legal challenges which have halted construction on
the Company's Crucitas gold mining project.

This will delay a decision until the New Year as the SALA IV has
now recessed for the Christmas season.

While Infinito Gold cannot predict the decision of the SALA IV,
the Company has consistently maintained that all approvals and
permits were applied for and received in compliance with the
relevant regulations and laws.

Infinito Gold has accepted an offer of a demand loan facility for
up to $6.0 million from Exploram Enterprises Ltd., its controlling
shareholder, to bridge its short term working capital requirements
and give it time to complete a project financing pending a ruling
from the SALA IV.  The indebtedness under the Loan is to be
secured under the existing General Security Agreement between the
Company and Exploram delivered in connection with the sale of
convertible notes of the Company on February 10, 2009.  Interest
is payable on the outstanding balance of the Loan monthly in
arrears at a rate of 19.0% per annum, commencing on December 31,
2009.

Infinito Gold has been advanced $3.0 million but subsequent
advances are at the sole discretion of Exploram and would be made
in minimum increments of $500,000 up to a maximum of $1.0 million
for each advance.

All indebtedness under the Loan is repayable on demand on or after
the earlier of: the occurrence of an event of default under the
Prior Notes, and February 28, 2010, but may be prepaid in whole or
in part without penalty.  In addition, all indebtedness under the
Loan shall rank senior to all other indebtedness of the Company.
There are no structuring fees to be paid by the Company in
conjunction with the Loan.  The closing occurred promptly upon
acceptance of the offer of the Loan by Infinito Gold as the funds
were required urgently.

Infinito Gold advises that it continues to proceed with
preparations for a project debt financing as it considers this
course of action to be in the best interests of the Company in
light of its cash flow needs, notwithstanding the proceedings
before the SALA IV have not been resolved.  No inference should be
drawn from the advance of the Loan that Infinito Gold has secured
project debt financing or that the SALA IV proceedings will be
resolved favorably.

Infinito Gold Ltd. is a gold exploration & development company
based in Calgary, Canada, in the process of transisting from
junior explorer to gold producer.


ISACK ROSENBERG: Rule 9019 Compromise Was Not Unreasonable
----------------------------------------------------------
WestLaw reports that a proposed settlement of a dispute between an
individual Chapter 11 debtor and a creditor that held the debt of
an entity in which the debtor had 50% interest, pursuant to which
the debtor obtained the benefit of its contested right of first
refusal with respect to any sale of this debt, by virtue of the
creditor's agreement to accord the debtor an opportunity to
arrange for a third party to purchase this debt by a date
specified, in exchange for which the debtor agreed that, if he
could not arrange a third party sale by the date specified, then
he would allow the creditor to sell the debt without interference
and would also agree to the appointment of a trustee, would be
approved as being fair and equitable and not falling below the
lowest point in a range of reasonableness, despite the lack of
evidence as to the debtor's chances of obtaining a third party
purchaser by the date specified.  The settlement essentially gave
the debtor the benefit of his contested right of first refusal,
with the principal concession being the debtor's agreement to the
appointment of a trustee, something that would not necessarily
represent a detriment to the estate.  In re Rosenberg, --- B.R. --
--, 2009 WL 3856181, 52 Bankr. Ct. Dec. 104 (Bankr. E.D.N.Y.)
(Craig, J.).

Isack Rosenberg filed a Chapter 11 petition (Bankr. E.D.N.Y. Case
No. 09-46326) on July 28, 2009.  A copy of his petition is
available at http://bankrupt.com/misc/nyeb09-46326.pdfat no
charge.  The Debtor's assets consist primarily of ownership
interests in a number of businesses, including Certified Lumber
Corporation and Boro Park Home Center, lumber and hardware
businesses, as well as other entities engaged in the development
of real estate.  One such entity is McCaren Park Mews, LLC, of
which the Debtor owns 50%.  McCaren owns an unfinished condominium
project in Williamsburg, Brooklyn.  Capital One, N.A., holds a
mortgage and security interest on McCaren's assets, securing debt
in the approximate amount of $50 million.  The Debtor and Yitzchok
Schwartz, the owner of the other half of the equity interest in
McCaren, each have guaranteed the McCaren Debt.  Other creditors
of the Debtor include RCGLV Maspeth LLC, RCG Longview II, L.P.,
and Galster Funding, LLC, which individually or collectively hold
a security interest in the Debtor's ownership interest in various
entities, including McCaren.  Judge Craig appointed an Examiner in
the Debtor's case on Nov. 5, 2009.  A chapter 11 trustee may be
appointed this month if the Debtor is unsuccessful in obtaining a
necessary temporary certificate of occupancy.


KRATON POLYMERS: Moody's Reviews 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Kraton Polymers
LLC on review for possible upgrade.  The action follows a review
of the specifics of the recently announced initial public offering
transaction for Kraton with a significant amount of the proceeds
to be used for debt reduction.  A further positive was the
amendment to the secured credit facility that extended the
maturity of the facility to May 2013 with a corresponding increase
in interest rates and no adjustment of the financial covenants.
Moody's assign a B1 rating to the revolver and term loan of this
amended facility and place the ratings under review for possible
upgrade.

Our review will focus on understanding Kraton's future strategies
for improving its operational cash flow as well as its ongoing
strategies for its capital and ownership structure.  The review
for upgrade assumes that the distribution of a portion of the IPO
proceeds for debt reduction will be completed in a timely fashion.
Moody's believes that the IPO proceeds, to be used for debt
reduction, will likely improve Kraton's credit profile.  Moody's
believes that, subject to improvements in cash flow from
operations, further reductions in indebtedness are possible over
the next several years and the review will focus on this
possibility.  Moody's notes that Kraton, even after the IPO,
remains highly levered and the possible adjustment to Kraton's
ratings and outlooks will be based on management's goals for the
public company.

On Review for Possible Upgrade:

Issuer: Kraton Polymers LLC

* Corporate Family Rating, Placed on Review for Possible Upgrade,
  currently B2

* Probability of Default Rating, Placed on Review for Possible
  Upgrade, currently B2

* Senior Subordinated Regular Bond/Debenture, Placed on Review for
  Possible Upgrade, currently Caa1

Assignments:

Issuer: Kraton Polymers LLC

* Senior Secured Bank Credit Facility, Assigned a range of 33 -
  LGD3 to B1 under review for possible upgrade

Outlook Actions:

Issuer: Kraton Polymers LLC

* Outlook, Changed To Rating Under Review From Negative

Moody's most recent announcement concerning the ratings for Kraton
was on November 25, 2008.  Moody's Investors Service confirmed the
ratings for Kraton Polymers and concluded the rating review that
was established in April 2008.  The outlook for Kraton's ratings
was negative.

Kraton, headquartered in Houston, Texas, is a leading global
producer of styrenic block copolymers, or SBCs, which are
synthetic elastomers used in industrial and consumer applications
to impart favorable product characteristics such as flexibility,
resilience, strength, durability and processability.  Major end
uses for Kraton's products include personal care products,
packaging and films, IR Latex, adhesives, sealants, coatings, and
channeling compounds.  Kraton also makes products that serve the
paving and roofing industries.  The company generated revenues of
$949 million for the twelve months ending September 30, 2009.


LATHAM INT'L: Files Chapter 11 With Pre-Packaged Plan
-----------------------------------------------------
Latham International and its U.S. affiliates filed voluntary
petitions to restructure under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware.

Latham has reached an agreement with its senior secured lenders on
the terms of a restructuring that will reduce the Company's long-
term debt and strengthen its balance sheet.  The Company intends
to implement the debt restructuring through a "pre-packaged"
Chapter 11 plan of reorganization under the U.S. Bankruptcy Code.

The Company's subsidiaries in Canada were not included in the
filing and will be unaffected.

"The entire senior management team at Latham and our Board of
Directors appreciate the dedication and hard work of our
employees".

In addition to the Chapter 11 petitions, Latham filed with the
Court a pre-packaged plan of reorganization which incorporates the
terms of the debt restructuring agreement.  The Plan is subject to
approval by the Court, which is expected to occur in early 2010.

"This is an important and necessary step for Latham that is in the
best interests of the company and our employees, customers and
suppliers," said Mark P. Laven, Chief Executive Officer of Latham
International.  "During the past few years we have experienced
unprecedented recessionary trends and reductions in demand in our
industry, and this debt restructuring will better position the
business for the future.

"Despite very challenging economic circumstances, in the past few
years we have made several operational improvements, reduced our
cost structure and increased our market share.  As a result, we
continue to generate positive EBITDA, although below historical
levels," Mr. Laven said.  "Once we complete this debt
restructuring and strengthen our balance sheet, Latham will be
well positioned to further grow our market share and take
advantage of the strength of our operations when the economy
rebounds."

Latham and all of its subsidiaries expect to continue to operate
their businesses without interruption throughout the course of the
Chapter 11 proceedings. The Company has positive operating cash
flow and sufficient liquidity to meet its ongoing obligations. "We
do not anticipate that customers and suppliers will experience any
change in the way we do business with them," Mr. Laven said.  "We
have taken steps to ensure that suppliers get paid in full on
normal terms for all goods and services provided, and that our
customers throughout North America and Europe continue to receive
outstanding quality products and services from Latham and our
affiliates."

The Company has sought Court authorization to pay suppliers in the
ordinary course of business for pre-petition and post-petition
goods and services, and expects that it will be able to do so
without disruption. In any event, the Plan provides for full
payment of all pre-petition trade claims, so there should be no
impact on suppliers. In addition, the Company has sought Court
authority to honor its warranties, rebate programs and other
customer commitments.

Latham has also asked the Court to approve the payment of all
employee wages, salaries and benefits in the ordinary course of
business, including any compensation and benefits that relate to
the pre-filing period.  Latham expects the Court will approve this
request in the next day or two, thereby ensuring that employees
will be paid and benefits will continue without delay.

"The entire senior management team at Latham and our Board of
Directors appreciate the dedication and hard work of our
employees," said Mr. Laven.  "They are our most valuable asset and
their continued loyalty is critical to the long-term success of
the Company.  I would also like to thank our customers, suppliers
and business partners for their continued support during this
process.

"The management team and Board are committed to the growth and
success of Latham," Mr. Laven said.  "We believe we have taken the
necessary steps, both operationally and financially, to allow the
Company to achieve our long-term objectives. We are confident that
this restructuring will be successful and that Latham has a bright
future."

                         The Chapter 11 Plan

According to Bloomberg News, under the Plan, holders of the
$148 million term loan would obtain ownership of the reorganized
Company.  They will also receive a subordinated secured noted for
$20 million.  The term-loan lenders unanimously accepted the plan
before the Chapter 11 filing.  The term loan lenders will recover
between 24% and 34% under the plan.

In addition to the term loan, there are $41.8 million in
subordinated notes and $7.8 million owing on a note to former
owners.  The holders of the subordinated notes and the seller note
are to receive nothing under the plan.  They were not permitted to
vote and were deemed to reject the Plan.

General unsecured creditors are to be paid in full.

Latham says it will run out of cash by early February and
needs to emerge by then from bankruptcy.  Operations after
bankruptcy will be financed with a $25 million asset-backed-loan.

                  Declining Market Demand Blamed

Mark P. Laven, president and chief executive officers of the
Debtors, explains that significant declines in market demand for
the industry's products over the past three years have resulted in
lower sales and significant unused manufacturing capacity in the
Debtors' product lines.  The downturn in the economy has
negatively impacted sales industry-wide.  The Debtors estimate
that industry sales for 2009 will be down approximately 45% from
2008 and 70 to 75% from 2005.

In response to the challenges, the Company worked to mitigate the
economic impact.  During 2007 to 2009, the Company made headcount
reductions over each of its divisions.  In addition, management
actively worked to decrease the legacy manufacturing footprint,
reducing manufacturing facilities from 32 to 15.

According to Mr. Laven, while these efforts have, in part, helped
the Company weather the current economic decline, the Company
still requires additional cash to purchase inventory in the near-
term in order to operate their business.  Because of the seasonal
nature of the industry, the Company must spend approximately
$25,000,000 during the first half of 2010 to satisfy the
Company's peak seasonal working capital needs, as well as to
reduce their existing debt load, in order to continue their
operations.  As a result of these events, the Company is compelled
to attempt to effect the financial restructuring though the
Chapter 11 Plan in order to emerge with sufficient liquidity to
continue operations.

The Debtors currently owe a total of $197,529,346 in senior
indebtedness and unsecured subordinated indebtedness.

                     About Latham International

Latham International is the largest manufacturer of swimming pool
components and pool accessories in North America.  Latham's
products are sold primarily to the in-ground pool market both
through a wide range of business-to-business distribution channels
in the US, Canada and Europe, and direct to pool builders and
dealers.  The company Currently is controlled by Brockway Moran &
Partners Inc. and Pool Corp.

On December 22, 2009, Latham International, Inc., and four
subsidiary companies filed petitions for relief under Chapter 11
(Bankr. D. Del. Case No. 09-14490).  The Company said it has
assets of $67 million against $239 million in debt.  Moelis &
Company is the Company's financial advisor, and Kirkland & Ellis
LLP and Pachulski Stang Ziehl & Jones LLP are the Company's legal
advisors in connection with the debt restructuring.  Epiq
Bankruptcy Solutions serves as claims and notice agent.


LEAR CORP: Moody's Affirms Corporate Family Rating at 'B2'
----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of the
reorganized Lear Corporation's exit financing -- Corporate Family
Rating, B2; Probability of Default, B2; senior secured first lien
term loan, Ba2; senior secured second lien term loan, Ba3.  The
outlook is stable.

Lear emerged from Chapter 11 bankruptcy protection on November 9,
2009.  Approximately $200 million of the first lien term loan was
drawn upon the company's emergence, with the remainder available
for drawings within 35 days of emergence.  With the completion of
the delayed draw in late November and the termination of the
delayed draw commitments, the financing remains in line with the
structure and prospective ratings assigned by Moody's in a press
release dated October 14, 2009.  Accordingly, the ratings have
been affirmed and the prospective rating designation removed.

These ratings were affirmed:

Lear Corporation (Reorganized)

* Corporate Family Rating, B2;
* Probability of Default, B2;
* Ba2 (LGD1, 7%), for the first lien term loan exit facility;
* Ba3 (LGD2, 25%), for the second lien term loan exit facility;
* Speculative Grade Liquidity Rating, SGL-3

The last rating action for reorganized Lear Corporation was on
October 14, 2009, when the (P)B2 Corporate Family Rating was
assigned.

Lear Corporation, headquartered in Southfield, MI, is focused on
providing complete seat systems, electrical distribution systems
and various electronic products to major automotive manufacturers
across the world.  The company had net sales of $13.6 billion in
2008 and had approximately 80,000 employees in 36 countries.


LEAR CORP: Warrants at $0.01 Per Share Become Exercisable
---------------------------------------------------------
Lear Corporation disclosed that 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.

                       About Lear Corp

Headquarters in Southfield, Michigan, Lear Corporation --
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's common shares are traded on the New York Stock Exchange
under the symbol [LEA].

                        *     *     *

As reported in the Troubled Company Reporter on November 17, 2009,
Standard & Poor's Ratings Services said it has assigned Lear Corp.
a 'B' corporate credit rating.  The outlook is stable.


LEHMAN BROTHERS: Buys $3.46BB in Loans from German Bank Unit
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Lehman Brothers
Holdings Inc. is buying $3.46 billion in loans from a German bank
subsidiary at discount to settle a dispute.

According to the report, the Lehman parent and Lehman Brothers
Bankhaus AG, a subsidiary being liquidated in Germany, have been
in a dispute over transactions that arguably weren't so-called
true sales of interests in loans.  To settle the dispute, Lehman
will purchase loans with a principal balance of $3.46 billion from
the German administrator of Bankhaus for $1.39 billion.  The loans
have a market value of $2.15 billion, Lehman says.  The
settlement, scheduled for court approval on Jan. 13, will avoid
the uncertainty of litigation over the correct characterization of
the transactions while affording the Lehman parent an opportunity
to earn a profit on the resale of the loans.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LONGVIEW ALUMINUM: Control Irrelevant to Status as LLC Insider
--------------------------------------------------------------
WestLaw reports that a preference defendant's position, as one of
five managers of a bankrupt limited liability company, whose
relationship with the LLC was similar to that of a corporate
director, was sufficient to make him an "insider," for preference
avoidance purposes.  It did not matter that, given that he was
involved in a dispute with other members of the LLC at time of the
challenged payments pursuant to a settlement between the parties,
he may not have been able to exercise any control over the LLC.
An entity need not have control over the debtor in order to
qualify as a non-statutory "insider."  In re Longview Aluminum,
L.L.C., --- B.R. ----, 2009 WL 4047999 (Bankr. N.D. Ill.) (Wedoff,
J.).

Longview Aluminum, L.L.C., operated a high-purity aluminum
smelting facility and sought chapter 11 protection on March 4,
2003 (Bankr. D. Del. Case No. 03-10642, subsequently transferred
to Bankr. N.D. Ill. Case No. 03-12184).  Longview estimated its
assets and debts at less than $10 million at the time of the
filing.  William A. Brandt serves as the Chapter 11 trustee for
the estate of Longview Aluminum, L.L.C., and is represented by
Daniel A. Zazove, Esq., and Kathleen A. Stetsko, Esq., at Perkins
Coie, LLP, in Chicago.


LUNA INNOVATIONS: Confirmation Accelerated with Hansen Settlement
-----------------------------------------------------------------
Bill Rochelle at Bloomberg News reported Luna Innovations Inc.
intends to emerge from Chapter 11 reorganization by Jan. 13 if the
bankruptcy court approves the plan at a Jan. 12 confirmation
hearing.  After reaching a settlement with Hansen Medical Inc.,
Luna accelerated the process of confirming a plan because Hansen
alone is impaired by the plan and only Hansen is entitled to vote.
Other creditors are being paid in full, and stockholders retain
their stock.

As reported by the TCR on Dec. 15, 2009, Hansen Medical has
entered into a Confidential Settlement Agreement with Luna
Innovations and its wholly owned subsidiary, Luna Technologies,
Inc.  The settlement agreement is designed to resolve all pending
claims between the parties stemming from Hansen Medical's suit
against Luna in California Superior Court, as well as litigation
between the parties stemming from Luna's bankruptcy filing in the
Western District of Virginia.  The settlement agreement
contemplates that, subject to certain conditions including Luna's
emergence from bankruptcy, Hansen Medical, Luna and Intuitive
Surgical, Inc., will enter into agreements including:

   --  Luna to issue to Hansen Medical a $5,000,000 Secured
       Promissory Note secured by a Security Agreement and
       Patent and Trademark Security Agreement;

   --  Luna to issue to Hansen Medical shares of Common Stock
       equal to 9.9% of Luna's outstanding capital stock after
       issuance.  In addition, Luna will grant Hansen Medical
       a warrant to purchase additional shares of Luna's Common
       Stock for three years after the Effective Date, at a
       purchase price of $0.01 per share, to the extent
       necessary for Hansen Medical to retain its ownership of
       9.9% of Luna's outstanding capital stock;

   --  License of certain Luna intellectual property to Hansen
       Medical;

   --  Intuitive Surgical to enter into a Cross License
       Agreement with Hansen Medical with respect to certain
       fiber optic shape sensing and localization technology;
       and

   --  Luna to develop a fiber optic shape sensing and
       localization solution for Hansen Medical under a
       Development and Supply Agreement, including a
       discount for future purchases with an aggregate limit
       comparable to the amount of Hansen Medical's Secured
       Promissory Note.

                  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.


MAGUIRE PROPERTIES: Closes Sale of Lantana Media Campus
-------------------------------------------------------
Maguire Properties, Inc., on December 16, 2009, completed the
disposition of the Lantana Media Campus located in Santa Monica,
California, in transactions involving two separate buyers.

Maguire sold the Lantana Media Entertainment Campus to an
affiliate of Lionstone Group.  The Company sold an office property
on the Campus to NARAS Properties, Inc., an affiliate of The
Recording Academy and internationally recognized for the GRAMMY'S.

The disposition is part of the Company's plan to sell certain
properties to address near-term debt maturities and generate
proceeds for general corporate purposes.

The value of the transactions totaled approximately $200 million.

Maguire received proceeds of approximately $195 million, net of
transaction costs, of which approximately $176 million was used to
repay the balances outstanding under the mortgage and construction
loans secured by Lantana Media Campus, with the remaining
$19 million to be used for general corporate purposes.  Maguire
has no further obligations with respect to the mortgage and
construction loans on the property.  Additionally, Maguire's
Operating Partnership has no further obligation to guarantee the
repayment of the construction loan.  Maguire expects to record a
non-cash impairment charge of approximately $26 million during the
three months ending December 31, 2009 in connection with these
transactions.

Nelson C. Rising, President and Chief Executive Officer,
commented, "Since my appointment in May 2008, I have been focused
on addressing debt maturities.  The Company has successfully
completed a number of loan extensions and has also eliminated
project debt through asset dispositions.  These two transactions
eliminated in full $176 million of obligations under two loans
which were scheduled to mature in January and June 2010 and
generated approximately $19 million in net proceeds after
repayment of the loans."

Arlene Sommer, Executive Managing Director, and Mark Robinson,
Corporate Managing Director, of the international tenant advisory
firm Studley's West Los Angeles office represented The Recording
Academy in the transaction.

Carl Muhlstein and Andrew McDonald of Cushman & Wakefield
represented Maguire Properties in the disposition of the asset.

                    About The Lionstone Group

The Lionstone Group -- http://www.lionstonegroup.com/-- is a
privately-held Houston-based real estate investment company with a
portfolio of commercial real estate in select cities across the
US. Lionstone is recognized as one of the largest owners and
operators of creative, adaptive reuse office properties in West
Los Angeles and Santa Monica, California.

                   About The Recording Academy

Established in 1957, The Recording Academy --
http://www.grammy.com/-- is an organization of musicians,
producers, engineers and recording professionals that is dedicated
to improving the cultural condition and quality of life for music
and its makers.  Internationally known for the GRAMMY Awards --
the preeminent peer-recognized award for musical excellence and
the most credible brand in music -- The Recording Academy is
responsible for groundbreaking professional development, cultural
enrichment, advocacy, education and human services programs.  The
Academy continues to focus on its mission of recognizing musical
excellence, advocating for the well-being of music makers and
ensuring music remains an indelible part of its culture.

                     About Maguire Properties

Maguire Properties, Inc. (NYSE: MPG) --
http://www.maguireproperties.com/-- is the largest owner and
operator of Class A office properties in the Los Angeles central
business district and is primarily focused on owning and operating
high-quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

At September 30, 2009, Maguire had $4.17 billion in total assets
against $4.69 billion in total liabilities.


MAMMOTH TEMECULA: Court OKs Interdistrict Transfer of Ch. 11 Case
-----------------------------------------------------------------
The Hon. Sheri Bluebond of the U.S. Bankruptcy Court for the
Central District of California transferred Mammoth Temecula I
LLC's Chapter 11 cases to the U.S. Bankruptcy Court, Central
District of California, Santa Ana Division.

The case was also reassigned to the Hon. Robert Kwan.

San Juan Capistrano, California-based Mammoth Temecula I LLC filed
for Chapter 11 on Sept. 18, 2009 (Bankr. C.D. Calif. Case No. 09-
31943).  Thomas C. Corcovelos, Esq., represents the Debtor in its
restructuring efforts.


MERCER INT'L: Conducts Exchange Offer for $23.6MM of 8.5% Notes
---------------------------------------------------------------
Mercer International Inc. on December 18, 2009, commenced an offer
to exchange up to a maximum of $23,625,000 aggregate principal
amount of its outstanding 8.5% Convertible Senior Subordinated
Notes due 2010.  If more than $23,625,000 aggregate principal
amount of Old Notes are tendered, all tenders will be accepted on
a pro rata basis.

Under the terms of the Exchange Offer, the Company is offering to
exchange each $1,000 principal amount of the Old Notes for an
amount of its new 8.5% Convertible Senior Subordinated Notes due
2012 equal to $1,000 principal amount plus accrued and unpaid
interest on the $1,000 principal amount of Old Notes to and
including December 9, 2009.  The Accrued and Unpaid Interest will
be rounded up to the nearest whole dollar and the New Notes will
accrue interest from December 10, 2009.

The Exchange Offer will expire at 5:00 p.m., New York City time,
on January 21, 2010, unless extended or earlier terminated by the
Company.  Tendered Old Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on the Expiration Date.  The terms
and conditions of the Exchange Offer are described in the offering
circular and related letter of transmittal, each dated
December 18, 2009.

On December 10 and 11, 2009, Mercer completed the Private
Exchange, pursuant to which Mercer exchanged an aggregate of
$43,250,000 principal amount of Old Notes for $43,811,653
aggregate principal amount of New Notes.  The Private Exchange was
conducted on the same terms as those offered in the Exchange Offer
and was carried out pursuant to the terms of Exchange Agreements
dated November 25, 2009.  As of December 18, approximately
$24.0 million aggregate principal amount of Old Notes was
outstanding.

Peter R. Kellogg and IAT Reinsurance Company Ltd. exchanged an
aggregate of $15,750,000 principal amount of Old Notes for
$15,954,533 aggregate principal amount of New Notes in the Private
Exchange.

The New Notes will be substantially the same as the Old Notes but
will be convertible into Mercer common stock at a conversion price
of $3.30 per share, will mature on January 15, 2012 and are
redeemable by Mercer commencing July 15, 2011. The New Notes will
accrue interest from December 10, 2009.

A full-text copy of Mercer's letter of transmittal is available at
no charge at http://ResearchArchives.com/t/s?4c19

A full-text copy of Mercer's offering circular is available at no
charge at http://ResearchArchives.com/t/s?4c1a

                   About Mercer International

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.  At September 30, 2009, Mercer had
EUR1,085,649,000 in total assets against EUR1,005,232,000 in total
liabilities.

As reported by the Troubled Company Reporter on September 29,
2009, Standard & Poor's Ratings Services affirmed its 'CC'
corporate credit and senior unsecured ratings on Mercer
International.  The outlook is negative.


MERVYN'S LLC: Sues Citigroup for Return of Rent Payments
--------------------------------------------------------
Law360 reports that Mervyn's Holdings LLC has sued Citigroup
Global Markets Realty Corp. for the return of rent-related
payments made after the financial giant helped refinance the
companies that owned the properties housing the chain's stores.

                      About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provided a mix of top national brands
and exclusive private labels. Mervyn's had 176 locations in seven
states. Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
100 shopping centers, and freestanding sites.

The Company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

In October 2008, Mervyn's disclosed its plans to close all stores
and wind down its assets.  The official committee of unsecured
creditors proposed a conversion of the case to Chapter 7.


MGM MIRAGE: Gary Jacobs Resigns as Director and Officer
-------------------------------------------------------
MGM MIRAGE reports that on December 15, 2009, Gary N. Jacobs
resigned, effective the same day, as director of the Company, and
as an officer and employee.  Mr. Jacobs had been serving as the
Company's President Corporate Strategy, General Counsel and
Secretary.

Mr. Jacobs and the Company entered into a Resignation Agreement,
dated as of December 15, 2009.  Mr. Jacobs will receive his
accrued and unpaid base salary through the Separation Date and
also will be paid in cash over a period of approximately two and
one-half years an aggregate of $3 million (or $2.7 million in the
event he elects to revoke his waiver and release of rights under
the Age Discrimination in Employment Act of 1967), less payroll
deductions, as continuation of his base salary and in accordance
with the Company's normal payroll practices.  He also will be
entitled to exercise his vested but unexercised stock options and
stock appreciation rights, if any, as of the Separation Date in
accordance with their terms (all unvested options, SARs and
equity-based awards are cancelled on the Separation Date).

Mr. Jacobs retains his vested rights, if any, under the Company's
qualified 401(k) plan, but he is not entitled to any employer
contributions except as required by law.  The Company has agreed
to transfer to him if he so chooses any currently maintained life
insurance policy purchased by the Company on his behalf if such
transfer is permissible and provided that such transfer would
impose no additional cost on the Company.

Except as provided in the Agreement, as of the Separation Date,
Mr. Jacobs is not entitled to any compensation or employee or
fringe benefits, including amounts under his employment agreement
dated August 31, 2009, and the Company's deferred compensation
plans and supplemental executive retirement plans.  Mr. Jacobs
will continue to be indemnified by the Company to the same extent
that he was entitled to indemnification prior to the Separation
Date, and he will retain the benefit of the directors and officers
liability insurance maintained by the Company.  Under the
Agreement, he provided a general release of claims against the
Company, and the Company provided a limited release of certain
claims against him.  The Agreement also provides that restrictive
covenants (e.g., Mr. Jacob's agreement not to compete or solicit)
included in his employment agreement survive the termination of
the employment agreement and are incorporated into the Agreement.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

At September 30, 2009, MGM MIRAGE had $21.7 billion in total
assets against total current liabilities of $1.15 billion,
deferred income taxes of $3.14 billion, long-term debt of
$12.9 billion, other long-term obligations of $221.70 million;
resulting in stockholders' equity of $4.29 billion.

                          *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MICHAEL DAY: RadiciGroup Bids to Acquire Assets for $5.7 Million
----------------------------------------------------------------
According to Polimerica.eu, an auction for Michael Day Enterprises
Inc.'s assets is set for Jan. 8, 2010.  RadiciGroup Plastic Area
entered into a "stalking-horse bidder" asset purchase agreement to
acquire all of Michael Day's tangible and intangible assets
together with a series of continuity guarantees -- including
operations and location continuity, and job retention -- for
$5.7 million.

Michael Day Enterprises Inc. -- http://www.mdayinc.com/ -- is a
privately owned manufacturer of engineering thermoplastic
compounds to the automotive industry and other major markets


NEXTMEDIA GROUP: Plans Sale to Creditors in Prepack Ch. 11
----------------------------------------------------------
NextMedia Group Inc. filed for bankruptcy on December 21 after
reaching a prearranged agreement to sell the Company to its
second-lien creditors.

Eric W. Neumann, vice president and CFO of NextMedia said that the
Company's profitability has suffered due to declining revenues in
the radio and out-of-home advertising industries and the economic
downturn that began in or around December 2007 and escalated
during 2008.  Starting March, the Company tapped Alvarez & Marsal
Securities, LLC to explore strategic alternatives to address the
Debtors' over-leveraged capital structure.

Following negotiations, the Debtors reached an agreement in
principle with two of their second lien lenders -- Strategic Value
Partners LLC and Angelo, Gordon & Co., L.P. -- for a consensual
restructuring pursuant to a chapter 11 plan of reorganization
whereby, among other things: (i) the First Lien Debt and general
unsecured claims will be unimpaired and paid in full through (a) a
$55 million equity investment by the Second Lien Lead Investors,
(b) $127.5 million in debt (exit) financing and (c) cash on hand;
(ii) the Second Lien Debt will be converted into 95% of the equity
in reorganized NM Group; and (iii) common shares representing
66.67% of the equity in Reorganized NM Group will be issued to the
Second Lien Lead Investors in exchange for the Equity Investment.

The Second Lien Lead Investors have agreed to "back stop" the
$127.5 million in exit financing such that if the Debtors are
unable to secure such financing in the capital markets, or are
unable to secure such financing on terms equal to or better than
the terms of the back-stop, the Second Lien Lead Investors will
supply such financing.

In connection therewith, the Second Lien Lead Investors have
agreed to provide up to $20 million in debtor in possession
financing to the Debtors junior to the First Lien Debt.

To evidence their support of the restructuring, the Second Lien
Lead Investors and certain other Second Lien Lenders have executed
a Restructuring Support Agreement, pursuant to which the parties
thereto, including Second Lien Lenders representing approximately
86% in number and approximately 89% in dollar amount of Second
Lien Debt have agreed to support a Plan for the Debtors embodying
the terms contained therein and in the Restructuring Term Sheet.

A copy of the Restructuring Support Agreement is available for
free at http://bankrupt.com/misc/NextMedia_PLanRSA.pdf

NextMedia owes $89.6 million to second lien lenders and
$162.3 million to first lien lenders.

The Debtors were originally poised to prepare a chapter 11 plan
and solicit acceptances thereof outside of bankruptcy and then
file prepackaged chapter II cases with all necessary acceptances
in hand.  However, on December 10, 2009, the First Lien Agent
swept the vast majority of the Debtors' cash, which precipitated
the need to abandon the prepack and file for bankruptcy promptly,
on a pre-arranged basis, in order to implement the transactions
contemplated by the RSA and the Restructuring Term Sheet.

                        About NextMedia Group

NextMedia Group operates 36 AM and FM radio stations in a total of
7 rated and unrated small, mid-sized and suburban markets,
including the Greenville-New Bern-Jacksonville, North Carolina
area; the Saginaw-Bay City-Midland, Michigan area; Canton, Ohio;
Myrtle Beach, South Carolina; San Jose, California; suburban
Chicago; and suburban Dallas. In the majority of these markets,
the Debtors own and operate clusters of radio stations and target
diverse demographic groups through a broad range of programming
formats, including rock, adult contemporary, oldies,
sports/news/talk, and country.  In each of the radio markets
served, the Debtors also provide radio broadcast advertising
services to local, regional and national advertising customers.

NextMedia Group, Inc., and 8 other affiliates, including NextMedia
Operating, Inc., filed for Chapter 11 on Dec. 21, 2009 (Bankr. D.
Del. Case No. 09-14463).  Attorneys at Richards Layton & Finger,
and Andrews Kurth LLP serve as counsel to the Debtors.  BMC Group
Inc. serves as claims and notice agent.

NextMedia Operating, Inc., is a diversified out-of-home media
company headquartered in Denver, Colorado.  NextMedia, through its
subsidiaries and affiliates, owns and operates 60 stations in 15
markets throughout the United States and more than 5,600 bulletin
and poster displays.  Additionally, NextMedia owns advertising
displays in more than 5,300 retail locations across the United
States.


NEXTMEDIA GROUP: Bankruptcy Cues Moody's Rating Cut to 'D'
----------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating of NextMedia Operating Inc. to D from Caa3.  The downgrade
follows the December 21, 2009 announcement that NextMedia Group
Inc. filed for bankruptcy protection under a pre-arranged plan.

Subsequent to the actions, Moody's will withdraw the ratings
because the issuer has entered bankruptcy.

NextMedia Operating, Inc.

Downgrades:

  -- Probability of Default Rating, Downgraded to D from Caa3

To be withdrawn in three days:

  -- Corporate Family Rating, Caa3

  -- Probability of Default Rating, D

  -- Senior Secured First Lien Revolving Credit Facility, Caa2,
     LGD3 34%

  -- Senior Secured First Lien Term Loan, Caa2, LGD3 34%

  -- Senior Secured Second Lien Term Loan, Ca, LGD5 87%

  -- Outlook, Negative, Withdrawn

The last rating action for NextMedia occurred on April 9, 2009,
when Moody's downgraded the probability of default rating to
Caa3/LD from Caa2 following a missed interest payment.

NextMedia Operating, Inc., owns and operates radio stations in 7
mid-sized and suburban markets and outdoor displays in 6 markets.


NORICAN GROUP: Concludes Financial Restructuring Talks
------------------------------------------------------
Norican Group said Tuesday it has concluded its financial
restructuring negotiations with the support of its equity
investors and existing lenders.

"This is a tremendous vote of confidence in the business by both
our equity investors and our debt providers", commented Robert E.
Joyce Jr., chief executive officer, Norican Group.  "Successfully
completing this transaction ensures an uninterrupted delivery of
value to our customers throughout the world during this
unprecedented economic slowdown."

"We are pleased with the outcome of this process.  This
refinancing reinforces our 100 year history and allows us to
continue our approach of investing in the future of our business
and that of our customers and suppliers" added Andrew J.
Matsuyama, chief financial officer.

"The new transaction, concluded with the banks will significantly
increase the Company's financial flexibility by better matching
its debt obligations with the operational cash flow generation
profile," added Zbigniew Rekusz, Partner at Mid Europa Partners.
"Significant equity contributions from the existing sponsors of
Mid Europa Partners and Mezzanine Management and new money
injection into the business will improve the capital structure and
enhance the financial capabilities of the Norican Group."

Mr. Joyce concluded: "The message to all our existing stakeholders
is business as usual.  Our customers will continue to receive the
high quality technical solutions and on-site support they have
come to expect from us, our staff will continue to deliver the
most innovative products and services in the industry and our
partners will continue to benefit from their ongoing relationship
with us.  Credit goes to our investors (Mid Europa Partners and
Mezzanine Management) and our banking syndicate (Nordea, HSH and
DnB Nor) for recognizing the inherent value creation potential of
this great company.  We all look forward to delivering on this
potential as the global economy recovers."

                       About Norican Group

Based in Herlev, Denmark Norican Group --
http://www.noricangroup.com/-- provides technology and services
for improving metallic parts.  Currently the offer includes all
forms of parts formation (horizontal, matchplate & vertical
moulding) and surface preparation technologies (airblast,
wheelblast and mass finishing).  Its core branded technology
platforms are DISA and Wheelabrator.  The Company employs more
than 2,000 people over five continents, with major operations in
Canada, China, Czech Republic, Denmark, France, Germany, India,
Poland, Switzerland, UK and USA.

                     About Mid Europa Partners

Mid Europa Partners -- http://www.mideuropa.com/-- is an
independent private equity investment firm focused on Central and
Eastern Europe, with approximately EUR3.2 billion of assets under
management.  Funds managed or advised by MEP typically invest
EUR50 million to EUR200 million in mature, cash-flow generative
companies with enterprise values ranging from EUR100 million to
EUR1,500 million, which have strong market positions in sectors
with high barriers to entry.

             About Mezzanine Management Central Europe

Mezzanine Management Central Europe --
http://www.mezzmanagement.com/-- is an independent investment
firm and the pioneer of the mezzanine product in the region. It
focuses on providing capital to businesses for expansions and
acquisitions, management-led equity deals, recapitalizations and
buy-outs.  Mezzanine is a Central European subordinated debt
investor with offices in Austria, Hungary, Poland, Romania and the
Ukraine.  It has committed and invested over EUR400 million in 27
companies across eight countries.


NORTEL NETWORKS: Continues to Lead Global Carrier VoIP Market
-------------------------------------------------------------
Nortel Carrier VoIP and Application Solutions (CVAS) continues to
lead the global Carrier VoIP market according to Dell'Oro Group,
Infonetics Research and Synergy Research.  All three leading
analyst firms' recently published reports rank Nortel as the
global leader with the largest revenues in the carrier IP market
for the third quarter of 2009.

According to Infonetics Research's report, Service Provider VoIP
Equipment and Subscribers Market Share, Size, and Forecasts --
3Q09, Nortel kept its global leadership position in the total
VoIP market.  Infonetics also found that during the third quarter
of 2009, Nortel kept its position as the dominant softswitch
supplier in North America at 61 percent.

"The Carrier IP market continues to be highly dynamic, as service
providers transition their legacy voice networks to VoIP to
provide new services and to cut costs," said Diane Myers,
directing analyst, service provider VoIP and IMS for Infonetics
Research.  "Our recent report found that

Nortel kept its revenue market share lead in the worldwide carrier
VoIP market during the third quarter of 2009.  Nortel has been
consistent in its leadership of the North America softswitch
market with 61 percent revenue market share for the current
quarter."

Dell'Oro Group ranked Nortel CVAS as the top supplier in the
global Carrier VoIP and softswitch market for the eighth
consecutive year.  According to Dell'Oro Group's report, Carrier
IP Telephony Report, 3Q09, Nortel kept its number one position in
the global VoIP and softswitch market.  The report also reported,
that in 3Q 2009, the overall VoIP market declined by seven
percent while Nortel VoIP revenue grew by four percent compared
to 3Q 2008.  Dell'Oro also reported that in 3Q 2009, the overall
softswitch market declined by seven percent while Nortel's
softswitch revenue grew by seven percent compared to 3Q 2008.

According to Synergy Research Group's report, Carrier VoIP
Worldwide Q3 2009 Market Share Update, Nortel is the number one
supplier in the global VoIP, softswitch and media gateway space
for 3Q 2009.  In addition, Synergy Research has consistently
ranked Nortel as the number one supplier in the global softswitch
market for the past six quarters.

"Receiving this recognition is reconfirmation of Nortel's
continued and unmatched ability to equip service providers around
the globe to transition their voice networks from TDM to IP,"
said Samih Elhage, president, CVAS, Nortel. "It also reflects our
ongoing commitment to improve service provider's ability to
increase revenues and reduce network costs.  In addition, Nortel
CVAS continues to secure new customers globally, and to invest in
leading-edge Carrier VoIP solutions that will enable our
customers to deliver advanced voice and multimedia services that
improve the way subscribers communicate and conduct business."

Nortel also announced that the Company was named the VoIP Network
Vendor of 2009 in the Telecom Asia Readers' Choice Awards. For
information on the awards.

Nortel has a strong track record of success in the Carrier VoIP
space. Nortel has shipped more than 118 million Carrier VoIP and
Multimedia ports, including over 10 million SIP lines to leading
wireline and wireless carriers globally.  In addition, Nortel has
secured business with 10 leading service providers since late 2008
and has gained more than 40 new Carrier VoIP customers since the
beginning of 2009.

For information on Dell'Oro, visit http://www.delloro.com/
For information on Infonetics Research, visit
http://www.infonetics.com/
For information on Synergy Research, visit
http://www.srgresearch.com/

                      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: Ledcor Buys Hain Capital's $608,000 Claim
----------------------------------------------------------
The Office of the Clerk of the Bankruptcy Court recorded five
notices of claim transfers in Nortel Networks Corp.'s Chapter 11
cases for the period from December 2 to 14, 2009.  They are:

                                              Claim     Claim
Transferee            Transferor              Number    Amount
----------            ----------              ------  ----------
ASM Capital LP        Dannemann Siemsen        3157     $4,310
                       Bigler & Ipanema

ASM Capital LP        High Wire Networks       1518   $380,121

Claims Recovery       Big Moon Marketing       5781     $1,050
Group LLC                                      5780     $1,050

Hain Capital          Ledcor Managed Technical  293   $608,549
Holdings Ltd          Services LLC

Corre Opportunities   Roger Lussier              --       $840
Fund L.P.

                      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)


NYC OFF-TRACK BETTING: List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
New York City Off-Track Betting Corporation filed with the U.S.
Bankruptcy Court for the Southern District of New York a list of
its 20 largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/nysb09-17121.pdf

New York City Off-Track Betting Corporation is a public benefit
corporation, which operates an off-track pari-mutuel betting
system on thoroughbred and harness horse races held at all 11 race
tracks located in New York State and certain race tracks located
outside of the State.  Since NYC OTB's inception in 1971, it has
made payments of nearly $2 billion to the State horse racing
industry, over $1.4 billion to New York City and nearly
$600 million to the State.  In 2008 alone, NYC OTB made statutory
contributions in an aggregate amount of $128.6 million to the
State horse racing industry, the State, the City, and other local
municipalities.  NYC OTB's operations are regulated by the State.

                      Chapter 9 Bankruptcy

NYC OTB filed for bankruptcy under Chapter 9 of the Bankruptcy
Code on December 3, 2009 (Bankr. S.D.N.Y. Case No. 09-17121).
Richard Levin, Esq., at Cravath, Swaine & Moore LLP, in New York,
serves as the Debtor's counsel.

At September 30, 2009, NYC OTB had $18,468,147 in total assets
against $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.

Raymond Casey, President and Chief Executive Officer of NYC OTB,
said in court papers that over time, higher mandatory
distributions required by the State Legislature, combined with
increases in the cost of operating in New York City, left NYC OTB
with no residual income to turn over to the City.  NYC OTB laid
off 17% of its management, closed underperforming branches,
reduced employees' overtime hours, surrendered a quarter of its
headquarters space, reduced supply purchases, decreased security
expenses and reduced energy costs -- resulting in nearly
$45 million of savings during the five-year period through the end
of the 2008 fiscal year.  While making the difficult decisions
needed to reduce operational costs, NYC OTB also launched a
campaign seeking to have the State Legislature rationalize the
flawed and burdensome legislative distribution scheme.


OTTER TAIL: Aims to File Chapter 11 Plan by December 25
-------------------------------------------------------
Anthony J. Hicks, chief executive officer of Otter Tail Ag
Enterprises LLC, said in regulatory filing with the Securities and
Exchange Commission that the company is working with its lender to
formulate a restructuring.  The company has until the end of
February to file a plan but it aims to have it by Dec. 25, 2009,
Mr. Hicks noted.

According to Mr. Hicks, the company will need to raise at least
$10 million in new capital by March 1, 2010, which monies will
come from the company's current members and other sources.

                  About Otter Tail AG Enterprises

Otter Tail AG Enterprises, LLC, a Minnesota limited liability
company, was organized with the intention of developing, owning
and operating a 55 million gallon per year capacity dry-mill
ethanol plant near Fergus Falls, Minnesota.  The company was in
the development stage until March 2008, when the company commenced
operations.

The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D.
Minn. Case No. 09-61250).  The petition listed assets of
$66.4 million against $86 million in debt, nearly all secured. The
largest secured creditor is AgStar Financial Services, owed
$40.9 million.


OVERLAND STORAGE: Receives Nasdaq Staff Determination Notice
------------------------------------------------------------
Overland Storage, Inc., disclosed that on December 15, 2009, it
received the expected written notification from The Nasdaq Stock
Market, Inc., that because the company has not regained compliance
with the minimum market value of publicly held shares of
$15 million requirement set forth in Nasdaq Listing Rule
5450(b)(1)(C) by the December 14, 2009 expiration of the 90-day
compliance period for this requirement, the company's common stock
would be delisted from The Nasdaq Global Market unless the company
requests an appeal of this determination to a Nasdaq Hearings
Panel no later than 4:00 p.m. Eastern Time on December 22, 2009.

On December 18, 2009, the company requested such an appeal, which
request automatically delayed the delisting of the company's
common stock at least until the Panel issues a decision.  The
Panel has the discretion to grant the company an exception for up
to 180 days after the Nasdaq Staff's initial delisting decision to
regain compliance with the continued listing standards of The
Nasdaq Global Market.  The company can provide no assurance that
the Panel will grant the company such an exception.

                      About Overland Storage

Overland Storage -- http://www.overlandstorage.com/-- provides
affordable end-to-end data protection solutions that are
engineered to store smarter, protect faster and extend anywhere-
across networked storage, media types, and multi-site
environments.  Overland Storage products include award-winning NEO
SERIES(R) and ARCvault(R) tape libraries, REO SERIES(R) disk-based
backup and recovery appliances with VTL capabilities, Snap
Server(R) NAS appliances, and ULTAMUS(R) RAID high-performance,
high-density storage.  Overland sells its products through leading
OEMs, commercial distributors, storage integrators and value-added
resellers.


PANOLAM HOLDINGS: Can Access Secured Lenders Cash Collateral
------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized, on a final basis, Panolam
Holdings Co., et al., to:

   -- use cash securing repayment of loan with prepetition senior
      lenders; and

   -- grant adequate protection to prepetition senior lenders.

As reported in the Troubled Company Reporter on November 17, 2009,
the prepetition senior lenders are Credit Suisse, Cayman Islands
Branch, as agent and lender under certain Credit Agreement, dated
as of September 30, 2005, and other financial institutions.

The Debtors related that the prepetition senior lenders consent to
the Debtors' use of cash collateral.

The Debtors would use the cash collateral to make payments to
vendors and employees and to satisfy other ordinary costs of
operations, including rent, taxes, and insurance.  The Debtors
said that failure to secure access to cash collateral would result
in the cessation of the Debtors' businesses.  The Court allowed
the Debtors to use Cash Collateral to fund their general corporate
and working capital requirements, including ordinary course
capital expenditures and authorized administrative expenses of the
Debtors' Chapter 11 cases.

As of November 1, 2009, the outstanding principal amount of the
debt under the Credit Agreement was $193.5 million, plus all
accrued and unpaid interest, and hereafter accruing and unpaid
interest ($104,614 as of November 4, 2009), plus $4.1 million of
outstanding letters of credit (as of November 1, 2009) that were
issued under the Credit Agreement, plus accrued and hereafter
accruing and unpaid Prepetition Senior Lender Obligations.

As adequate protection, the Debtors will grant the prepetition
senior lenders in the form of liens, claims, and postpetition
payments.  The Agent will receive, on behalf of the prepetition
senior lenders, (a) adequate protection payments; (b) adequate
protection liens; and (c) adequate protection claim.

Shelton, Connecticut-based Panolam Holdings Co. filed for Chapter
11 bankruptcy protection on November 4, 2009 (Bankr. D. Delaware
Case No. 09-13889).  Its debtor-affiliates, Panolam Industries
International, Inc., Panolam Holdings II Co., Panolam Industries
Inc., Pioneer Plastics Corporation, Nevamar Holding Corp., Nevamar
Holdco, LLC, and Nevamar Company LLC also filed for bankruptcy.

Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq.,
and Michael Joseph Merchant, Esq., at Richards Layton & Finger,
P.A., assist the Debtors in their restructuring efforts.  Perella
Weinberg Partners is the Debtors' financial advisor.  Epiq
Bankruptcy Solutions LLC is the Debtors' claims agent.

Panolam Holdings listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


PARADISE PALMS: Can Hire Latham Shuker as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Paradise Palms, LLC, to employ R. Scott Shuker, Esq.
and Latham Shuker Eden & Beaudine LLP as counsel.

LSEB is expected to, among others things:

   -- advise the Debtor as to its rights and duties in the case;

   -- prepare pleadings related to the case, including disclosure
      statements and a plan of reorganization; and

   -- take all and all other necessary action incident to the
      proper preservation and administration of the estate.

Prior to the petition date, LSEB received $92,680 for postpetition
services and expenses in connection with the case.

The Court ordered that until April 14, 2010, Latham Shuker may
bill against the retainer on a monthly basis for 100% of its costs
and for 70% of its fees as they accrue without further order.

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

Mr. Shuker can be reached at:

     Latham Shuker Eden & Beaudine LLP
     Post Office Box 3353
     Orlando, FL 32802
     Tel: (407) 481-5800
     Fax: (407) 481-5801

Kissimmee, Florida-based Paradise Palms, LLC, is developing 120
acres of land in Osecola County, Florida.  The Company filed for
Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. M.D.
Fla. Case No. 09-17926).  R Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine 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.


PARADISE PALMS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Paradise Palms, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $6,906,520
  B. Personal Property            $6,906,775
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,760,691
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $186,041
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $917,083
                                 -----------      -----------
        TOTAL                    $13,813,295      $18,863,815

Kissimmee, Florida-based Paradise Palms, LLC, is developing 120
acres of land in Osecola County, Florida.  The Company filed for
Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. M.D.
Fla. Case No. 09-17926).  R Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP assists the Company in its restructuring
effort.


PARADISE PALMS: Creditor LEN Paradise Wants Case Dismissed
----------------------------------------------------------
LEN Paradise, LLC, a secured creditor of Paradise Palms, LLC, asks
the U.S. Bankruptcy Court for the Middle District of Florida to
dismiss the Debtor's Chapter 11 case.

LEN is the holder of certain loan documents, including, notes,
mortgage, security agreements, financing statements, assignment of
rents, guaranties and other loan documents.  LEN relates that as
of the petition date, the Debtor owes $14.9 million, plus
interest, default interest, late charges, attorneys' fees, costs
and other expenses relating to the enforcement of the notes.

LEN says that the Debtor has no reasonable chance for
reorganization.  LEN submits that the Debtor has no equity in any
of the property that constitutes LEN's security.

Kissimmee, Florida-based Paradise Palms, LLC, is developing 120
acres of land in Osecola County, Florida.  The Company filed for
Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. M.D.
Fla. Case No. 09-17926).  R Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine 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.


PARADISE PALMS: Wants to Obtain DIP Financing from EFO Financial
----------------------------------------------------------------
Paradise Palms, LLC, asks the U.S. Bankruptcy Court for the Middle
District of Florida for authorization to:

   -- obtain debtor-in-possession financing from EFO Financial
      Group, LLC; and

   -- grant adequate protection to the DIP lender.

The Debtor is in need of immediate funding to pay its ordinary
course ongoing operating expenses.  The Debtor relates that it was
unable to secure any debtor-in-possession financing from any
source, other than the DIP loan.

The salient provisions of the DIP loan are:

Borrower:            Paradise Palms, LLC.

DIP Lender:          EFO Financial Group, LLC.



DIP Loan:            A first priority secured credit facility to
                     be provided to the borrower with a maximum
                     credit amount of $803,914.

Maturity of the
DIP Loan:            Twelve months after the date of the closing
                     of the initial advance of the Loan.


Use of Proceeds:     The DIP Loan will be used, among other
                     things, to pay (a) the Debtor's ordinary
                     course ongoing operating expenses; and
                     (2) certain administrative fees and expenses
                     approved by the Court.


Security:            Except for the Carve-Out, the DIP Loan will
                     be secured by valid, binding, continuing,
                     enforceable, fully perfected and unavoidable
                     first-priority senior priming security
                     interests in, and liens upon the property.


Carve-Out:           The DIP Lenders' liens will be subject to a
                     Carve-out for certain U.S. Trustees' fees and
                     Clerk of the Bankruptcy Court's fees.


Interest Rate:       A rate per annum equal to 13%.


Events of Default:   Customary

Adequate Protection:

The Debtor asserts that the preservation of the ongoing business
and ability to keep the property operating provide adequate
protection to the mortgage holder.


As additional adequate protection, the Debtor grants the DIP
lender with superpriority administrative expense claim.

Kissimmee, Florida-based Paradise Palms, LLC, is developing 120
acres of land in Osecola County, Florida.  The Company filed for
Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. M.D.
Fla. Case No. 09-17926).  R Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine 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.


PRESERVE LLC: Has Until January 27 to File Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended The Preserve, LLC's exclusive period to propose a plan
until January 27, 2010, and its exclusive period to solicit
acceptances of the said plan until March 26, 2010.

This is the third extension requested by the Debtor in this case.

Riverside, California-based The Preserve, LLC, is in the business
of acquiring and making real estate investments.  The Company
filed for Chapter 11 relief on Sept. 25, 2008 (Bankr. C.D. Calif.
No. 08-23006).  Jeffrey W. Broker, Esq., at Broker & Associates
Professional Corporation represents the company as counsel.  The
company listed assets of $100 million to $500 million and debts of
$10 million to $50 million.


PTC ALLIANCE: Black Diamond Named Winning Bidder for Assets
-----------------------------------------------------------
PTC Alliance disclosed that funds managed by Black Diamond Capital
Management L.L.C., through a special purpose vehicle, BD PT
Acquisition Inc, submitted the highest, best, or otherwise
financially superior offers for both the purchase of substantially
all of the company's assets in the U.S. and the stock of PTC
Alliance's non-debtor German subsidiary, Wiederholt GmbH.

PTC Alliance, in consultation with the Official Committee of
Unsecured Creditors, selected the bids submitted by BD PT
Acquisition Inc. as the successful bids at a court-authorized
auction on December 17, 2009.  A hearing to consider approval of
the sales commenced on December 18, 2009, and will resume on
January 4, 2010.

Additionally, PTC Alliance obtained an extension of its debtor-in-
possession financing through January 5, 2010.

"We believe the offer from Black Diamond both maximizes value for
PTC Alliance stakeholders and gives the company the financial
support and flexibility necessary to succeed in this challenging
environment," said Peter Whiting, the company's Chairman and Chief
Executive Officer.  "We look forward to consummating the sale and
continuing to serve our valued customers, seamlessly, through the
transition and into the future."

                     About Black Diamond Capital

Black Diamond Capital Management, L.L.C., is a leading privately-
held alternative asset management firm with approximately
$5 billion under management in a combination of hedge funds,
structured vehicles and funds with distressed debt /private equity
control strategies.  Founded in 1995, Black Diamond has offices in
Greenwich, CT and Lake Forest, IL.

                     About PTC Alliance

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. makes
welded and cold drawn mechanical steel tubing and tubular shapes,
chrome-plated bar products and precision components.  The Company
and its affiliates filed for Chapter 11 protection on October 1,
2009 (Bankr. D. Del. Lead Case No. 09-13395).  The Debtors
selected Reed Smith LLP as their counsel.  PTC Alliance listed,
in its petition, assets between $50 million and $100 million, and
debts between $100 million and $500 million.


QUEST RESOURCE: Enters Into Amendments to Credit Agreements
-----------------------------------------------------------
Quest Resource Corporation, Quest Energy Partners, L.P., and Quest
Midstream Partners L.P. have entered into amendments to their
respective credit agreements in a manner that allows for the
closing of the proposed recombination of the Quest entities.  As
previously announced, the recombination would be effected under
the terms of a definitive merger agreement pursuant to which the
entities would form a new, publicly-traded corporation that,
through a series of mergers and entity conversions, would wholly
own all three entities.  The new publicly traded entity will be
named PostRock Energy Corporation and trade under the NASDAQ
ticker symbol "PSTR."

Among other terms of the amendments, the lenders agreed to waive
the change of control default provisions that would have been
triggered with the Merger.  In addition, the maturity of all QELP
and QMLP credit agreements was changed to March 31, 2011 (or
July 11, 2010, if the Merger does not occur by July 10, 2010).
The maturity date of QRCP's $8 million revolving credit facility
was unchanged at July 11, 2010 and the maturity of QRCP's term
loan was unchanged at January 11, 2012.  None of the amendments
resulted in an increase in cash interest expense and all the
amendment fees were deferred to the earlier of refinancing or
maturity of the respective agreements.  The full amendments to
each of the loan agreements were included as exhibits to
PostRock's amended registration statement on Form S-4 that was
filed with the Securities and Exchange Commission on December 17,
2009.  Berenson & Company acted as the financial advisor to each
Quest entity in restructuring their debt obligations.

David C. Lawler, President and Chief Executive Officer of QRCP,
QELP, and QMLP, said, "We are pleased to announce continued
progress on the recombination of the Quest entities with the
amendment of each entity's credit facility along with the filing
of PostRock's amended registration statement on Form S-4.  We
thank each of our lenders for their support of the recombination
and look forward to obtaining QRCP shareholder and QELP unitholder
support for our proposed recombination.  We believe the
recombination will make our organization more competitive by
allowing us to further reduce costs, increase operational
efficiency, and simplify our organizational structure."

In conjunction with the amendments, QELP repaid $15 million of the
$160 million outstanding on its senior revolving credit facility
to reduce the amount outstanding to $145 million, and QMLP repaid
$3 million of the $121.7 million outstanding on its revolving loan
agreement to reduce the amount outstanding to $118.7 mm.  The
amendments converted the QELP senior revolving credit facility and
the QMLP revolving loan agreement into term loans that do not
allow for additional future borrowings.  The QELP amendment and
principal repayment eliminated the borrowing base deficiency that
resulted from QELP's semi-annual borrowing base redetermination in
November.  QELP's next regularly scheduled borrowing base
redetermination will occur on May 1, 2010.  QELP has $29.8 million
outstanding on its second lien senior term loan that now matures
on March 31, 2011 (or July 11, 2010 if the Merger does not occur
by July 10, 2010).  Following the repayments, QELP's cash balance
was approximately $6.7 million and QMLP's cash balance was
approximately $5.8 million.

QRCP's current cash balance is approximately $1.25 million and its
total debt balance is $34.6 million.  QRCP also has $3.7 million
of availability under its $8 million revolving credit facility to
fund its Marcellus Shale development projects in Appalachia and
pay overhead, working capital, and other corporate costs.

                          Merger Update

PostRock's initial registration statement on Form S-4 was filed
with the SEC on October 6, 2009 and an amended registration
statement on Form S-4 was filed with the SEC on December 17, 2009.
As more fully described in the registration statement, PostRock's
strategy will be to create shareholder value by investing capital
to increase proved reserves, production, and cash flow and
increasing pipeline system revenue through expanded opportunities.
PostRock will remain focused on reducing operating and overhead
costs and is hopeful of achieving first year overhead cost
savings, primarily as the result of the simplified structure.

With lender approval obtained, the recombination remains subject
to, among other things, the approval by the stockholders of QRCP
and the unitholders of QELP and QMLP.  QRCP has, subject to
certain conditions, agreed to vote the common (representing 26% of
total common units outstanding) and subordinated units
(representing 100% of total subordinated units outstanding) of
QELP and QMLP it owns in favor of the Merger.  In addition, the
holders of a majority of the common units of QMLP have, subject to
certain conditions, agreed to vote their common units in favor of
the Merger.  QRCP and QELP plan to mail to its stockholders and
unitholders a joint proxy statement/prospectus regarding the
Merger after the SEC declares the PostRock registration statement
effective and anticipate holding the QRCP shareholder and QELP
unitholder meetings to approve the Merger in the first quarter of
2010.

Under the terms of the Merger Agreement, each share of QRCP would
be exchanged for 0.0575 shares of PostRock common stock, each
common unit of QELP (other than those owned by QRCP) would be
exchanged for 0.2859 shares of PostRock common stock, and each
common unit of QMLP would be exchanged for 0.4033 shares of
PostRock common stock.  Upon completion of the Merger, the equity
of PostRock would be owned approximately 44% by current QMLP
equity holders, approximately 33% by current QELP equity holders,
and approximately 23% by current QRCP equity holders.  The
transaction is expected to be tax free to QRCP's shareholders and
taxable to the unitholders of QELP and QMLP.

At closing, the board of directors of PostRock will be comprised
of nine directors, -- three existing independent directors of the
board of directors of the general partner of QELP, three
independent directors nominated by the board of directors of the
general partner of QMLP, two existing independent directors of the
board of directors of QRCP, and David C. Lawler, President and
Chief Executive Officer of the Quest entities.  Gary M. Pittman,
current Chairman of the board of directors of QELP, is expected to
serve as Chairman.

                       Management Additions

The Quest entities also announced the following executive
appointments: Tom A. Saunders as Executive Vice President -- New
Business Development and Marketing for Quest Midstream; David K.
Pinson as Vice President -- Land; Lance J. Galvin as Vice
President -- Quest Eastern Resource; and Cathy L. Pocock as Vice
President -- Commercial Development and Marketing for Quest
Midstream;

Tom Saunders brings to Quest over 30 years of midstream
experience.  At Quest Midstream, Mr. Saunders leads all aspects of
commercial, operations, regulatory, and legal affairs for the KPC
interstate pipeline and oversees the marketing activity of all
Quest oil and natural gas production.  Mr. Saunders is focused on
growing Quest Midstream's revenue by increasing service offerings
to support and build the customer base.  Prior to joining Quest,
Mr. Saunders served as Vice President -- Commercial Development
for privately-held Windsor Energy where he was responsible for
building their midstream business and marketing all of their oil
and natural gas production from 2008 to 2009.  Mr. Saunders
previously served as Director of Commercial Development with
Enogex Inc., developing new markets for the company in the Rocky
Mountain region and as Director of Organization Development
optimizing various business processes to improve profitability and
capacity from 2003 to 2008.  Prior to that, Mr. Saunders served
The Williams Companies in various management capacities that were
responsible for managing gas supply, marketing of natural gas, and
special projects from 1991 to 2003.

Dave Pinson brings to Quest 30 years of experience in oil and gas
exploration and development.  At Quest, Mr. Pinson manages Quest's
extensive land positions in the Cherokee Basin and Appalachia.
Prior to joining Quest, Mr. Pinson served as managing member of
Pinson Brothers Drilling from 2004 to 2009 and Tilford Pinson
Exploration from 1993 to 2004 where he managed the business
strategies and development and financial operations of the
companies.  Prior to those roles, Mr. Pinson served as VP Land --
Land Department Manager for Grace Petroleum from 1982 to 1993,
supervising a staff of 25, up to 300 field landmen and four
departments: Division Order, Lease Records, Investor Relations,
and Regulatory Agency.

Lance Galvin brings to Quest over 25 years of reservoir
engineering experience.  In his role, Mr. Galvin will lead the
operation and development of Quest's oil and gas producing assets
in Appalachia.  Mr. Galvin comes to Quest from privately-held
Windsor Energy, where he served as Chief Operating Officer and
managed all aspects of the company's oil and gas asset portfolio
including engineering and operations for properties in Oklahoma,
Texas, Colorado, Wyoming and North Dakota from 2008 to 2009.
Prior to this role, Mr. Galvin served as a consulting engineer for
Pinnacle Energy Services, LLC where he was responsible for
preparing reserve reports, reservoir engineering evaluations, and
field studies for numerous public and private clients from 2002 to
2008.  Prior to Pinnacle, Mr. Galvin was with Marathon Oil
Company, where he served in engineering and management roles in
areas as diverse as Alaska to Syria from 1981 to 2001.

Cathy Pocock brings to Quest approximately 20 years of midstream
experience.  In her role, Ms. Pocock will focus primarily on the
strategic expansion of Quest Midstream's revenue base and
marketing Quest's oil and natural gas production.  Prior to
joining Quest, Ms. Pocock served as Director, Commercial
Development for privately-held Windsor Energy where she was
responsible for marketing their oil and natural gas production
from 2008 to 2009.  Prior to Windsor, Ms. Pocock served in the
capacity of Financial Director Producer Services for Enogex, Inc.;
establishing and maintaining customer relationships to grow and
construct pipeline to established markets from 2005 to 2008 and
prior to that served as Senior Gas Sales Representative for Devon
Energy Production Co. from 2003 to 2005.

David Lawler, said, "We are very pleased to welcome each of the
new executives to the Quest organization.  Each individual brings
significant depth of experience and leadership to our organization
and will be integral in executing our growth strategy for
PostRock."

About PostRock Energy Corporation, Quest Resource Corporation,
Quest Energy Partners, and Quest Midstream Partners

PostRock Energy Corporation will hold the assets currently owned
by QRCP, QELP, and QMLP and will operate with a more streamlined
corporate structure.

Quest Resource Corporation -- http://www.qrcp.net/-- is a fully
integrated E&P company that owns: producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P., including subordinated units; and 85% of
the general partner and 36.4% of the limited partner interests in
the form of subordinated units in Quest Midstream Partners, L.P.
Quest Resource operates and controls Quest Energy Partners and
Quest Midstream Partners through its ownership of their general
partners.

Quest Energy Partners, L.P. -- http://www.qelp.net/-- was formed
by QRCP to acquire, exploit and develop natural gas and oil
properties and to acquire, own, and operate related assets.  QELP
owns more than 2,400 wells and is the largest producer of natural
gas in the Cherokee Basin, which is located in southeast Kansas
and northeast Oklahoma.  QELP also owns natural gas and oil
producing wells in the Appalachian Basin of the northeastern
United States and in Seminole County, Oklahoma.

Quest Midstream Partners, L.P. -- http://www.qmlp.net/-- was
formed by QRCP to acquire and develop transmission and gathering
assets in the midstream natural gas and oil industry.  QMLP owns
more than 2,000 miles of natural gas gathering pipelines and over
1,100 miles of interstate natural gas transmission pipelines in
Oklahoma, Kansas, and Missouri.


RECKSON OPERATING: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Reckson Operating Partnership L.P.  In addition,
S&P maintained its '3' recovery rating on the rated senior
unsecured notes, indicating S&P's view that lenders can expect a
meaningful recovery (50%-70%) in the event of a payment default.
The maintenance of the recovery rating resulted in the affirmation
of S&P's existing 'BB+' credit rating on the company's senior
unsecured notes.  The outlook is negative.

The ratings on Reckson continue to reflect the credit quality of
its parent, SL Green Realty Corp. (which acquired Reckson in
January 2007 for $4 billion net consideration).  Reckson, the
issuer of the rated notes, is a subsidiary of SL Green.  At
Sept. 30, 2009, SL Green's balance-sheet assets totaled
$10.5 billion, and the company's $4.9 billion total debt included
$665 million of senior unsecured notes originally issued by
Reckson (including senior exchangeable debentures that carry a
full and unconditional guarantee from SL Green).

"S&P's ratings on Reckson Operating Partnership L.P. acknowledge
that the parent company's portfolio is well-positioned to continue
to outperform its markets in terms of occupancy," said Standard &
Poor's credit analyst Elizabeth Campbell.

S&P's rating and outlook also reflect S&P's expectation for the
parent company to maintain a comparatively aggressive financial
profile, including high credit-line usage.  As a result, S&P
anticipate that parent SL Green's debt coverage measures will
erode upon the refinancing of its currently very low-cost credit
facility borrowings at higher market rates at maturity (in June
2011, subject to a one-year extension option)." Additionally,
while management's asset recycling efforts over the prior few
years have improved asset quality, the portfolio maintains
considerable geographic and financial services-related tenant
concentrations.

S&P anticipates that the eventual repayment of the company's
credit facility debt with longer-term capital will be more costly.
While debt coverage measures may dip moderately from current
levels, this is currently less of a concern to us than the
company's comparatively aggressive financial policy, as
characterized by its higher proportion of short-term floating-rate
debt and high line usage.  S&P would lower the ratings if these
exposures remain elevated in 2010.  Although S&P currently views
an upgrade as less likely, S&P would consider raising the rating
if SL Green reduces exposure to floating-rate debt, continues to
operate at its current moderate leverage levels, and sustains
fixed-charge coverage measures comfortably above 2.0x.


RED ROCKET: U.S. Trustee Wants Carve Out, Prepetition Claim Review
------------------------------------------------------------------
The U.S. Trustee Nancy J. Gargula has asked the U.S. Bankruptcy
Court for the Western District of Missouri that any order
approving Red Rocket Fireworks, Inc.'s proposed financing
agreement with C & A Pyro, LLC, contain:

     a. a reasonable "carve out" for the professional fees of any
        committee of unsecured creditors later formed;

     b. a specified period of time for any committee of unsecured
        creditors to review the validity and perfection of pre-
        petition secured claims;

     c. exclusion of any Chapter 5 actions from the additional
        collateral requested to secured the post-petition
        borrowing; and

     d. a "carve out" to permit Debtor to pay statutory fees and
        costs.

The trustee is also asking that relief granted in connection with
the Motion or other "First-Day" motions, be limited to that which
is minimally necessary to maintain the existence of the Debtor.

As reported by the TCR on December 22, 2009, the Debtor has sought
to obtain postpetition secured financing from C&A, which has
committed to provide up to $270,000.

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.


REPROS THERAPEUTICS: Awaits NASDAQ Ruling on Delisting Appeal
-------------------------------------------------------------
Repros Therapeutics Inc. on December 15 received notification from
NASDAQ that it has not regained compliance with NASDAQ Listing
Rules 5450(b)(2)(C) and 5450(b)(1).  The first rule applies to the
market value of publicly held shares and the latter is the
requirement of a minimum of a $1 share price.  The Company has
until June 14, 2010 to rectify the $1 share price deficiency
assuming that the Company's appeal to remain listed is granted.
Repros appealed the listing deficiency associated with Rule 5450
(b)(2)(C) in early December and the Company awaits the decision of
the NASDAQ Listing Qualifications Panel.  As part of the Repros
appeal the Company requested its securities be moved to the NASDAQ
Capital Market.  There can be no assurance that the appeal will be
successful thereby allowing Repros to continue to trade on a
NASDAQ market.

                  About Repros Therapeutics Inc.

Repros Therapeutics focuses on the development of oral small
molecule drugs for major unmet medical needs that treat male and
female reproductive disorders.


REYNOLDS & REYNOLDS: Moody's Affirms Corp. Family Rating at 'B1'
----------------------------------------------------------------
Moody's Investors Service affirmed Reynolds & Reynolds Company's
Corporate Family and Probability of Default Ratings at B1, first
lien term loan and revolving credit facility at Ba2, and second
and third lien term loans at B3.  At the same time, Moody's
changed the company's ratings outlook to positive from negative.

The change in ratings outlook reflects Reynolds' recent
improvement in operating performance and credit metrics through
the difficult macroeconomic environment, which Moody's expects to
continue over the next 12 months.  Although revenues declined 14%
year-over-year in the most recent quarter, operating margin
(Moody's adjusted) for the three months ended September 30, 2009,
was 36.5% compared to 30% in the September 2008 quarter due to
solid execution on the company's restructuring and cost saving
initiatives, and lower-than-expected dealership closures.

Reynolds has solid revenue growth prospects over the next 12
months in its Managed Marketing Solutions program, which allows
dealers to automate customer communications, and CarLocate.com, a
website that allows consumers to browse a large national pool of
new and used vehicles.  The change in outlook also reflects
Moody's expectation of modest improvement in credit availability
and replenishment in dealer inventory levels.  Although Moody's
expects vehicle sales to remain depressed compared to historical
peaks, Moody's anticipate a 15% year-over-year increase in 2010 to
11.5 million SAAR.  As one of the leading providers of automotive
dealership management systems in the U.S., this should positively
impact Reynolds' revenues, cash flow, and margins.

Reynolds' B1 CFR reflects the company's considerable DMS business
exposure and geographic concentration with U.S. automotive
dealerships.  The rating also considers Reynolds' sizeable
financial leverage as a result of the merger between UCS and the
former Reynolds, with leverage (Moody's adjusted) of 4.9x for the
twelve months ended September 30, 2009.  At the same time, the
rating is supported by Reynolds' solid internal liquidity, with
cash balances of $284 million and cash from operations of
$301 million for the last twelve months.

Upward ratings pressure could result going forward to the extent
Reynolds were to: (i) demonstrate sustainable improvement in
operating performance as a result of restructuring initiatives and
enhanced scale; (ii) realize revenue growth from successful
implementation of new program initiatives; and (iii) maintain
leverage below 5.0x over a twelve month period.

These ratings were affirmed:

* Corporate Family Rating -- B1

* Probability of Default Rating -- B1

* $1.36 Billion (originally $1.64 Million) 6-year First Lien Term
  Loan due 2012 -- Ba2 (LGD-2, 29%)

* $70 Million 6-year First Lien Revolving Credit Facility due 2012
  -- Ba2 (LGD-2, 29%)

* $520 Million 7-year Second Lien Term Loan due 2013 -- B3 (LGD-5,
  77%)

* $250 Million 7.5-year Third Lien Term Loan due 2014 -- B3 (LGD-
  6, 90%)

The last rating action was on December 23, 2008, when Moody's
changed the company's ratings outlook to negative from stable in
anticipation of severe contraction in Reynolds' U.S. automotive
dealership customer base.

The Reynolds & Reynolds Company, headquartered in Dayton, Ohio, is
an automotive dealership computer services and forms management
company.  The company's revenue and EBITDA (Moody's adjusted) for
the twelve months ended September 30, 2009, were $1.1 billion and
$488 million, respectively.


R.H. DONNELLEY: Gets Nod to Hire PwC as Special Accountants
-----------------------------------------------------------
R.H. Donnelley and its debtor affiliates obtained permission from
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware Court to employ PricewaterhouseCoopers LLP as special
accountants nunc pro tunc to October 19, 2009.

The Debtors' counsel certified that there were no objections to
the application to tap PwC.

The Debtors submitted that PwC's the services are necessary to
maximize the value of the Debtors' estates and to reorganize
successfully.

As the Debtors' special accountants, PwC's services may include
oral and written opinions, consulting, recommendations and other
communications rendered in response to specific accounting
questions posed by the Debtors.  In particular, PwC will advise
the Debtors with regard to their adoption of fresh start
accounting practices that are anticipated as a result of the
Debtors' expected emergence from Chapter 11.

Specifically, PwC's services are:

A. Technical and Advisory Services:

     (a) hold discussions with certain officers, employees,
         outside consultants and other individuals as determined
         by the Debtor;

     (b) read various outlines and other documents provided; and

     (c) provide advice like:

            * educate management and other client personnel on
              fresh start;

            * advise management on its plan to implement
              fresh start;

            * advise and assist management with its evaluation
              of the impact of the accounting and disclosure
              requirements of fresh start; and

            * assist in creating technical accounting
              whitepapers on topics like fresh start eligibility
              determination; overall fresh start documentation,
              documentation of segments and reporting units,
              allocation of goodwill to the Debtors' reporting
              units, stock compensation plan accounting,
              derivatives assessment in new debt agreement, and
              deferred income tax accounting considerations.

B. Project Advisory Services:

     (a) advice on project plans;

     (b) advice on the timing of milestones and milestone
         interdependencies;

     (c) advice on completion risks of the Debtors' plan and
         possible resources the Debtor may need to assign to
         complete certain milestones;

     (d) advice on project governance structure and the
         responsibilities of various project teams and
         participants;

     (e) advice on the communication framework that the Debtors
         establish and maintain amongst relevant project
         participants and the processes employed to enable the
         resolution of issues;

     (f) advice on preparing and delivering status reports to be
         used by project management to control the project,
         including sample status reporting packages;

     (g) observations on project status, risks and
         interdependencies; and

     (h) advice on a structured change management process if
         significant changes to milestones become necessary
         during the project.

The Debtors estimate paying PwC between $250,000 and $300,000.
They will pay based on PwC's hourly rates in addition to
reimbursement of actual and necessary costs incurred by PwC in
Connection with the Services:

         Partner                       $450 to $600
         Director/Senior Manager       $300 to $450
         Manager                       $200 to $300
         Senior Associate              $175 to $225
         Associate                     $100 to $175

Jonathan Isler, a partner with PwC, assures the Court that his
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                   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: Proposes to Assume Panorama Lease
-------------------------------------------------
R.H. Donnelley Corp.'s debtor affiliate Dex Media, Inc., is
seeking permission from the Bankruptcy Court to assume an
unexpired nonresidential lease of a facility located at 8501
Panorama Circle, Suite 150, Englewood, Colorado, entered into
between DMI as tenant and Carr Office Park LLC as landlord.

For 2009, the annual rent under the Panorama Lease is $4,042,801.
However, under the current terms of the Panorama Lease, the Rent
increases annually by $0.50 per square foot through the Lease's
remaining term.

After the Petition Date, the Debtors negotiated with the Landlord
and the Parties came up with an amendment to the Lease, which
include the decrease of rent by approximately $2,700,000
annually.

In addition, the Debtors were able to negotiate valuable
concessions from the Landlord, including (i) a four-year
reduction in the term; and (ii) a reduction in the rentable area
to 65,759 square feet, which is better suited to DMI's operations
going forward, James F. Conlan, Esq., at Sidley Austin LLP, in
Chicago, Illinois, relates.

The Debtors assert that they are current on all monetary
obligations under the Panorama Lease and that they have timely
satisfied all monetary obligations since the Petition Date.
Accordingly, the Debtors assert that the cure amount with respect
to the Panorama Lease is zero.

However, in connection with the execution of the Amendment, the
Debtors agreed to pay $3,900,000 to the Landlord within 10 days
after the entry of a final and non-appealable order approving the
Request.  Mr. Conlan contends that entry into the Amendment and
the corresponding payment of the Additional Rent would allow the
Debtors to (i) bring the Rent in line within current market
conditions, (ii) reduce and reconfigure the rentable area of the
Property to better meet DMI's operational needs, (iii) avoid the
costs and potential business disruption associated with
relocating approximately 240 employees to a new facility, and
(iv) avoid potentially substantial rejection damages, which would
likely result if DMI rejected the Panorama Lease.

In separate filings, the Debtors sought and obtained a Court
order setting December 30, 2009 as the date to hear their
Request.  All objections to the Debtors' Request must be filed on
or prior to December 23, 2009.

In addition, the Court ruled that the last date by which DMI may
assume or reject the Panorama Lease is extended through and
including December 30, 2009.

                   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)


RIVER WATER: Files for Chapter 11 Bankruptcy in Richmond
--------------------------------------------------------
According to Richmond Times-Dispatch, River Water Inc. sought
protection under Chapter 11 in Richmond, citing assets of less
than $50,000, and liabilities of between $100,000 and $500,000.

Based in Richmond, River Water In. owns a restaurant called
Currant.


SAMSONITE STORES: Parent to Pay $1M to Settle FLSA Class Action
---------------------------------------------------------------
Samsonite Corp. has agreed to pay nearly $1 million to settle a
class action alleging it misclassified managers at its bankrupt
retail unit Samsonite Co. Stores Inc. as exempt from overtime
rules, Law360 reports.

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Samsonite Company Stores leased 173 retail
stores in the United States located in 38 states. It employs
approximately 650 people and had sales of $112 million and
$108.1 million in 2007 and 2008, respectively.  As of July 31,
2009, it had $233 million in total assets and $1.5 billion in
total liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.

U.S. Bankruptcy Judge Peter Walsh has confirmed a reorganization
plan for Samsonite Company Stores.  All creditors and interest
holders are to recover 100% of their claims or interests.


SANTA CLARA SQUARE: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Santa Clara Square, LLC
        4546 El Camino Real, Ste. 222
        Los Altos, CA 94022

Bankruptcy Case No.: 09-61196

Chapter 11 Petition Date: December 21, 2009

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

Judge: Arthur S. Weissbrodt

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 Emily Chen, the Company's officer.

Debtor's List of 7 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
F. Martinez                                       $600

Starlite Sweepers                                 $3,155

Alpha Investments &                               $32,545
Property Management

Mindigo & Assoc.                                  $54,952

Albert Wang                                       $66,000

Hung Nguy                                         $104,500

Emily Chen                                        $148,500


SONORAN ENERGY: Chapter 11 Case Dismissed Effective Dec. 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the dismissal of Sonoran Energy, Inc.'s Chapter 11 case
effective December 31, 2009.

As reported in the Troubled Company Reporter on November 17, 2009,
the Debtor related that the estate has no remaining assets with
realizable value.  The Debtor stated that after the sale of its
two major assets, the Louisiana wells and its wells in Tom Green
County, Texas, there was de minimis or no bidding for the Debtor's
other assets.  The follow-up with potential buyers on the
remaining assets after the auction has not yielded any material
bids for those assets.

The Debtor also added that as of the Oct. 19, 2009, bar date,
there were over $8 million of other asserted claims, including
over $200,000 of asserted priority claims.

The Court also ordered that the third quarter 2009 and an estimate
of fourth quarter 2009 U.S. Trustee fees will be paid concurrently
with or prior to the entry of this order.

Sonoran Energy, Inc., is a U.S.-based independent oil and gas
company engaged in exploring, developing and enhancing oil and gas
properties in North America.  Sonoran Energy filed for Chapter 11
on June 19, 2009 (Bankr. N.D. Tex. Case No. 09-33852).   Judge
Harlin DeWayne Hale handles the case.  Margaret Hall, Esq., at
Sonnenschein, Nath & Rosenthal, LLP, is counsel to the Debtor.
Sonoran disclosed in its petition total assets of $47,067,773
against debts of $26,415,250.


SNOQUALMIE ENTERTAINMENT: Moody's Cuts Corp. Family Rating to Caa3
------------------------------------------------------------------
Moody's Investors Service lowered Snoqualmie Entertainment
Authority's corporate family rating and probability of default
rating to Caa3 from Caa1 to reflect Moody's opinion of heightened
near term default probability.  The ratings of its senior notes
were downgraded to Caa3 from Caa1 in the same action.  The outlook
is negative.

The downgrades and negative outlook reflect the much weaker than
expected ramp-up for Snoqualmie casino and Moody's expectation
that the company's operating results would likely remain weak.
Additionally, it is Moody's opinion that Snoqualmie's liquidity
profile is weak and its capital structure is unsustainable,
therefore a potential restructuring could occur.  Given the weak
economy and persistently high unemployment rates, Moody's believes
that there is the potential for a permanent reduction in consumer
spending on gaming (refer to Moody's negative industry outlook,
published December 2009).  Moreover, in Moody's opinion intense
competition in Snoqualmie's primary market (the great Seattle
area) is likely to continue to weigh on its operating performance
in the medium term, despite its modest revenue increase in the
second and third quarter of 2009 and the reported significant
reduction in tribal distributions.

As a result of its below-expectation operating results, the
company negotiated a waiver for the June and September 2009
financial covenants under its Furniture, Furnishings and Equipment
loan agreement, which would have been breached otherwise.  Moody's
expects that the company, based on its current run-rate
performance, will likely need to obtain additional concessions
from the FF&E lenders, for its fiscal year end (December 31, 2009)
and beyond to avoid further covenant default.  Additionally,
Moody's expects Snoqualmie's leverage would remain high and future
de-levering will likely be limited based on anticipated negative
free cash flow generation for the coming year.

These ratings have been lowered and assessments updated:

  -- Corporate Family Rating from Caa1 to Caa3

  -- Probability of Default Rating from Caa1 to Caa3

  -- $130 million floating rate senior notes due 2014 from Caa1
     (LGD3, 48%) to Caa3 (LGD3, 45%)

  -- $200 million 9.125% senior notes due 2015 from Caa1 (LGD3,
     48%) to Caa3 (LGD3, 45%)

The last rating action was on February 20, 2009, when Moody's
downgraded Snoqualmie's corporate family rating to Caa1.

Snoqualmie is an unincorporated instrumentality of the Snoqualmie
Indian Tribe, formed in September 2006 to develop and operate all
gaming and related businesses of the Tribe, including Snoqualmie
Casino.  Snoqualmie Casino is located 26 miles east of downtown
Seattle, Washington.


SOUTHEAST BANKING: Court Extends Plan Effective Date Until Dec. 31
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
extended until December 31, 2009, the deadline for the occurrence
of the effective date of the Third Amended Chapter 11 Plan of
Reorganization for Southeast Banking Corporation.

As reported in the Troubled Company Reporter on November 26, 2009,
Jeffrey H. Beck, as Chapter 11 trustee for the estate of SEBC,
told the Court that SCS, the estate's investment banker, is still
engaged in discussions with at least one major financial
institution that expressed significant interest in entering into a
transaction similar to the transaction to be implemented under the
Plan, it is uncertain at this point whether this or any other
financial institution would consummate a transaction.  At the same
time, however, the trustee and his professionals will begin
preparing a contingency plan for disposition of the remaining
estate assets and winding up of the case that could be implemented
in the event that no alternative transaction comes to fruition.
Further, the trustee and his professionals will consult with the
Indenture Trustees and bondholders concerning the alternatives
available and the selection of the alternative that must be
proposed for going forward with the disposition and wind up.

                   Summary of the Transaction

As reported in the Troubled Company Reporter on August 3, 2009,
the Plan proposes to rehabilitate SEBC and certain of its non-
debtor subsidiaries by recapitalizing SEBC through an investment
of $1.639 billion by Modena 2004-1 LLC, an indirect wholly owned
subsidiary of Merrill Lynch & Co., Inc., and reorganizing SEBC
into SEBC Financial Corporation, with a new holding company, SEBC
Holdings, LP.  SEBC Holdings will own 60% of the common stock of
Reorganized SEBC and a new subsidiary, SEBC Real Estate, LLC, that
will acquire and hold SEBC's real estate-owning subsidiaries.  The
equity investment would be utilized by Reorganized SEBC to
purchase equity securities from a newly formed special purpose
vehicle to be established on or after the Closing Date.

                     About Southeast Banking

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A., and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On September 20, 1991, Southeast Bank filed a voluntary petition
under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on September 19, 1991.  On September 20, 1991,
SEBC's board of directors voted to authorize the filing of a
voluntary Chapter 7 petition, and then promptly resigned along
with all of SEBC's officers.

Jeffrey H. Beck was the fourth Trustee appointed in the Debtor's
liquidation proceeding.

This bankruptcy case was converted to Chapter 11 on September 17,
2007, almost sixteen years after its initial filing.


SPANSION INC: Second Amended Joint Chapter 11 Plan Filed
--------------------------------------------------------
BankruptcyData reports that Spansion filed with the U.S.
Bankruptcy Court a Second Amended Joint Chapter 11 Plan of
Reorganization and related Second Amended Disclosure Statement.

BData says the Plan provides for an equitable distribution to
holders of allowed claims in certain classes, preserves the value
of the Debtors' businesses as going concerns and preserves many
jobs of the Debtors' employees.  Moreover, the Debtors believe
that most holders of allowed claims will receive greater and
earlier recoveries under the Plan than they would receive in a
Chapter 7 liquidation and that all holders of allowed claims will
receive at least as much as they would receive in a Chapter 7
liquidation of the Debtors.

The Plan is sponsored by the Debtors and supported by the ad hoc
Consortium. The Debtors believe that the Plan will lead to
reorganization, the satisfaction of billions of dollars of Claims
and the preservation of jobs and commercial relationships. The
creditors' committee does not support the Plan and is advising
unsecured creditors in Classes 5A, 5B and 5C to vote to reject the
Plan.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPRINGS WINDOW: Moody's Assigns 'B2' Rating on $38 Mil. Tranche
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to a new
$38 million proposed revolver tranche under Springs Window
Fashions' senior secured credit facility.  Concurrently, all
existing ratings were affirmed, including the B2 Corporate Family
Rating.  The ratings outlook was raised to positive from stable.

Springs intends to enter into an amendment and extension
transaction that will downsize the committed amount of its
revolving credit facility to $75 million from $100 million.  Of
the $75 million, Springs estimates that lenders holding
approximately $38 million will extend the maturity date of their
commitments by eighteen months to June 2012.  The remaining
$37 million tranche will expire on the original maturity date of
December 2010.

While the proposed transaction will reduce Springs' committed
revolver availability, the facility is currently undrawn and
Moody's believes Springs' liquidity profile will be enhanced by
the elimination of near-term refinancing risk.  The company's
liquidity profile further benefits from $20 million in cash on
hand at September 30, 2009, and Moody's expectations that the
company will generate sufficient cash flow in 2010 to cover
working capital, capital expenditure and debt amortization
requirements.

The change in outlook to positive from stable recognizes the
considerable improvements made in Springs' liquidity profile and
operating margins over the past year, in spite of weak consumer
confidence that has driven a 10% decline in Springs' year-to-date
September revenues.  The management team has reduced gross debt by
approximately $30 million since the end of 2007 and delivered on
planned cost cutting initiatives that have expanded margins,
together with lower input costs.  As such, financial leverage and
EBITA coverage of interest expense have improved to 4.3 times and
2.2 times as of September 30, 2009, respectively, from 4.8 times
and 1.6 times at the end of 2007.  Moody's anticipates positive
ratings momentum to continue as consumer sentiment gradually
recovers, though near-term sales volumes will likely remain weak.
The ratings could be upgraded if revenues stabilize and financial
leverage is reduced to below 3.7 times, while interest coverage
remains above 2 times.

On December 15, 2009, the U.S. Consumer Product Safety Commission
and the Window Covering Safety Council announced an industry-wide
voluntary recall to repair Roman style shades and roll-up blinds
to prevent the risk of strangulation to young children.  It is
Moody's understanding that Springs does not manufacture or
distribute roll-up blinds and Springs' revenue generated from
Roman style shades represents less than 5% of Springs' annual
revenues.  Management estimates the cost of Springs' participation
in this voluntary recall and retrofit kit program to be no greater
than $25,000.  As such, Moody's do not expect this to have a
material impact on the company's credit profile.

Moody's assigned this rating:

* $38 million senior secured revolver due June 2012, B2 / LGD3
  (34%)

Moody's affirmed the below ratings:

* Corporate Family Rating, B2

* Probability of Default Rating, B3

* $37 (from $100) million senior secured revolver due December
  2010, B2 / LGD3 (to 34% from 33%)

* $281 million senior secured term loan due December 2012, B2 /
  LGD3 (to 34% from 33%)

The ratings are subject to the conclusion of the proposed
amendment and Moody's review of final documentation.

The previous rating action on Springs occurred on March 6, 2008,
when Moody's downgraded the Corporate Family Rating to B2 from B1.

Springs Window Fashions, LLC, headquartered in Middleton,
Wisconsin, is a leading manufacturer and designer of window
coverings under the brand names of Bali, Graber and Nanik.
Product lines include hard and soft window blinds, roller shades,
drapery hardware, shutters, solar shades, and window accessory
products.  The company is privately held and generated revenues of
$522 million in the twelve months ended September 30, 2009.


TARGA RESOURCES: Receives Requisite Consents for Senior Notes
-------------------------------------------------------------
Targa Resources, Inc., has received, pursuant to its previously
announced cash tender offer and consent solicitation for any and
all of the outstanding $250,000,000 aggregate principal amount of
8 1/2% Senior Notes due 2013, CUSIP No. 87611UAC5, which are co
issued by the Company and Targa Resources Finance Corporation, the
requisite consents to adopt proposed amendments to the indenture
under which the Notes were issued that would, among other things,
eliminate substantially all restrictive covenants and certain
event of default provisions.

The Company announced that consents had been delivered with
respect to $249,995,000 million of the Notes (representing 99.998%
of the outstanding aggregate principal amount of Notes), which
Notes had been validly tendered and not validly withdrawn as of
5:00 p.m., New York City time, on December 18, 2009.  In
conjunction with receiving the requisite consents, the Issuers,
the subsidiary guarantors party thereto and Wells Fargo Bank,
National Association, as trustee, executed a supplemental
indenture with respect to the indenture under which the Notes were
issued effecting certain amendments that would, among other
things, eliminate substantially all restrictive covenants and
certain event of default provisions.  The supplemental indenture
will not become operative until the acceptance of the Notes for
purchase by the Company pursuant to the terms and conditions
described in the Statement.

The tender offer and consent solicitation are being made upon the
terms and subject to the conditions set forth in the related Offer
to Purchase and Consent Solicitation Statement dated December 7,
2009.  Holders who validly tendered their Notes and delivered
their consents on or prior to the Consent Payment Deadline are
eligible to receive the applicable Total Consideration (as defined
below).  A Holder's right to validly withdraw tendered Notes and
validly revoke delivered consents expired on the Consent Payment
Deadline.

The Company's obligation to accept for purchase and to pay for the
Notes validly tendered and not validly withdrawn and consents
validly delivered, and not validly revoked, pursuant to the tender
offer and consent solicitation, is subject to and conditioned upon
the satisfaction of or, where applicable, the Company's waiver of,
certain conditions, including: (1) the tender of at least a
majority in aggregate outstanding principal amount of the Notes,
on or prior to the Consent Payment Deadline (and, thereby,
obtaining the requisite consents for the proposed amendments to
the indenture under which the Notes were issued); (2) the receipt
of proceeds from a refinancing transaction anticipated to be
entered into by the Company (the "Financing Condition"); and (3)
certain other general conditions, each as described in more detail
in the Statement.

Holders who validly tender (and do not validly withdraw) their
Notes on or prior to the Consent Payment Deadline, and whose Notes
are accepted for payment, will receive total consideration equal
to $1,043.75 per $1,000 principal amount of the Notes, plus any
accrued and unpaid interest on the Notes up to, but not including,
the first settlement date.  The Total Consideration includes a
consent payment of $30.00 per $1,000 principal amount of the
Notes.  As of the Consent Payment Deadline, the Company expects
the satisfaction of the Financing Condition and the settlement
date to occur on or after January 5, 2010.

Holders who validly tender (and do not validly withdraw) their
Notes after the Consent Payment Deadline, but on or prior to
Midnight, New York City time, on January 5, 2010, unless extended
or earlier terminated by the Company, and whose Notes are accepted
for payment, will receive the tender consideration equal to
$1,013.75 per $1,000 principal amount of the Notes, plus any
accrued and unpaid interest on the Notes up to, but not including,
the final settlement date.  Holders of Notes who tender after the
Consent Payment Deadline will not receive a Consent Payment.

Any Notes not tendered and purchased pursuant to the tender offer
will remain outstanding and the holders thereof will be bound by
the amendments contained in the supplemental indenture eliminating
substantially all restrictive covenants and certain event of
default provisions in the indenture even though they have not
consented to the amendments.

                    About Targa Resources, Inc.

Targa Resources, Inc. is a provider of midstream natural gas and
natural gas liquid, or NGL, services in the United States, through
an integrated platform of midstream assets.  Targa's gathering and
processing assets are located primarily in the Permian Basin in
West Texas and Southeast New Mexico, the Louisiana Gulf Coast
primarily accessing the offshore region of Louisiana, and, through
Targa Resources Partners LP, Targa's publicly traded master
limited partnership, the Fort Worth Basin in North Texas, the
Permian Basin in West Texas and the onshore region of the
Louisiana Gulf Coast.  Additionally, Targa Resources Partners LP's
natural gas liquids logistics and marketing assets are located
primarily at Mont Belvieu and Galena Park near Houston, Texas and
in Lake Charles, Louisiana with terminals and transportation
assets across the United States.


TAYLOR-WHARTON: Plan Provides Consolidation of Estates
------------------------------------------------------
Taylor-Wharton International LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve a
disclosure statement with respect to their Chapter 11 plan of
reorganization.

The Debtors will begin soliciting votes on the Plan after approval
of the adequacy of the information in the disclosure statement.

According to the disclosure statement, the Plan provides that on
the effective date, each of the Debtors' estates will be
substantively consolidated for the limited purposes of allowance,
treatment and distributions under the Plan.  As a result of the
substantive consolidation, on the effective date, and to the
extent provided in the Plan, all property, rights and claims of
the Debtors will be deemed pooled for purposes of allowance,
treatment and distributions under the Plan.

Under the Plan, the DIP Facility claims will be paid in full in
cash on the effective date from the proceeds of the revolving
credit facility under the restructured credit documents.

Holders administrative expense claims will receive a distribution
of cash in an amount equal to the allowed administrative expense
claim, without interest, on or as soon as practicable after but in
no event more than 90 days after, unless extended by the
Bankruptcy Court.

Holders of priority tax claims will receive, at the option of the
Debtors, regular installment payments in cash.

Under the Plan, all prepetition security documents, if applicable,
as amended or amended and restated by the applicable restructured
credit documents, will remain in full force and effect on and
after the effective date, and all Liens, rights, interests, duties
and obligations thereunder will survive the effective date and
will continue to secure all prepetition secured revolver claims
assumed by the Reorganized Debtors and all other obligations under
the restructured credit documents.  In addition, the relative
priorities and rights in the property as among the prepetition
revolver lenders and the prepetition term lenders will be
governed by the restructured credit agreement.

On the effective date, the Reorganized Debtors will assume the
prepetition credit agreement and the prepetition security
documents, in each case, if applicable, as amended or amended and
restated pursuant to the restructured credit documents.  Without
limiting the foregoing, on the effective date, the Reorganized
Debtors will assume the prepetition secured term loan claims,
$30 million of prepetition secured term loan claims will be
restructured into a first-priority first-lien term loan, and the
remainder of the prepetition secured term loan claims will be
restructured.

Each allowed claim in Class 3 will be, in full and final
satisfaction, settlement, release and discharge and in exchange
for each the Allowed Class 3 Claim, at the Debtors' option, (1)
Reinstated, (2) satisfied by the Debtors' surrender of the
collateral securing the allowed claim, (3) offset against, and to
the extent of, the Debtors' claims against the holder of the
allowed claim or (4) otherwise rendered not impaired, except to
the extent that the Reorganized Debtors and the holder agree to a
different treatment.

Except to the extent that a holder of an allowed other priority
claim agrees to a different treatment of the allowed other
priority claim, each the holder will receive, in full and final
satisfaction, settlement, release and discharge and in exchange
for each the allowed class 4 Claim, one of the treatments, as
determined by the Debtors and upon the consent of the requisite
supporting revolving lenders and after consultation with the
requisite supporting term lenders, when the claim becomes allowed.

Holders of the prepetition subordinated note claims will be deemed
allowed, for all purposes of the Plan and the Debtors'
Reorganization Cases, in the aggregate amount of (i) $74,815,909
plus (ii) all reasonable prepetition and postpetition attorneys'
fees and expenses payable in connection therewith in accordance
with the terms of the prepetition subordinated notes and the note
purchase agreement dated December 7, 2007, plus (iii) all
reasonable pre- and postpetition fees and expenses of CRG Partners
as the financial advisor for the holders of the prepetition
Subordinated Note Claims, which fees and expenses of CRG Partners
will not exceed $100,000 in the aggregate.

On the effective date, holders of allowed class 5 claims will
receive, in full and final satisfaction, settlement, release and
discharge and in exchange for each the allowed class 5 Claim, (a)
a pro rata share of the New TWI-Holding Equity representing 7% in
the aggregate of the equity of Reorganized TWI-Holding, subject to
dilution for New TWI-Holding Equity (in an aggregate amount not to
exceed 16.5%, on a fully diluted basis, of the New TWI-Holding
Equity) to be issued to employees, officers and directors of the
Reorganized Debtors, (b) a Pro Rata Share of the right to purchase
one-half of the principal amount of the Investor PIK Notes
pursuant to the terms of the Investor PIK Documents.

General unsecured claims - if class 6 Claims accept the Plan, then
the holders of allowed class 6 claims will receive, in full and
final satisfaction, settlement, release and discharge and in
exchange for each the allowed class 6 claim, a pro rata share of
the class 6 recovery.  If class 6 claims do not accept the Plan,
then the holders of class 6 claims will not be entitled to receive
or retain any property or distribution under the Plan on account
of any class 6 claims.

Holdco PIK note claims - on the effective date, the Holdco PIK
Note will be cancelled and be of no further force or effect.

Intercompany claims will either be reinstated to the extent
determined to be appropriate by the Debtors or Reorganized Debtors
or adjusted, continued, or capitalized, either directly or
indirectly, in whole or in part.

The equity interests in TWI-Holding will be cancelled and be of no
further force and effect.  Holders of the equity interests are not
entitled to receive or retain any property or distribution under
the Plan on account of any class 9 claims.

Equity Interests in all Debtors Other than TWI-Holding will be
reinstated to the extent determined to be appropriate by the
Debtors or Reorganized Debtors.

                       Sources of Liquidity

     1. On or prior to the effective date, the restructured credit
        documents will become effective. The Restructured Credit
        Documents will be binding on all holders of class 1 claims
        and class 2 claims.

     2. Pursuant to the Investor PIK Documents, the Investor PIK
        Note Purchasers have agreed to invest an aggregate of
        $12,000,000 in immediately available funds in the
        Reorganized Debtors on the effective date, which funds
        will be used as additional working capital for the
        Reorganized Debtors.

In consideration for the amount to be paid by the Investor PIK
Note Purchasers under the Investor PIK Documents, the Investor PIK
Note Purchasers will receive, on the effective date, pursuant to
the Plan and the Investor PIK Documents, (a) paid-in-kind interest
bearing notes in the principal amount of $12,000,000, and (b) 93%
of the New TWI-Holding Equity, subject to dilution for New TWI-
Holding Equity to be issued to employees, officers and directors
of the Reorganized Debtors, and to be allocated among the Investor
PIK Note Purchasers.  In addition, the Investor PIK Note
Purchasers will receive on the effective date payment in cash of
all unpaid reasonable prepetition and post-petition attorneys'
fees and expenses.

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

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

         http://bankrupt.com/misc/TaylorWharton_Ch11Plan.pdf

Taylor-Wharton International, LLC, is the world's leading
technology, service and manufacturing network for gas applications
involving pressure vessels and precision valves.  Taylor-Wharton
International operates three complementary businesses from 16
manufacturing, sales, warehouse and service facilities in six
countries on four continents, and markets its products in over 80
countries worldwide.

The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. Delaware Case No. 09-14089).  The
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

These affiliates of the Company also filed separate Chapter 11
petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.


TEAM FINANCE: Moody's Reviews 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed the ratings of Team Finance LLC,
a holding company and parent of Team Health, Inc., under review
for possible upgrade.

Moody's review will focus on the company's continued progress in
reducing financial leverage through positive operating results and
the expected debt reduction through the use of proceeds from the
recently completed initial public offering.  If the redemption of
senior subordinated notes is completed as anticipated, the
Corporate Family Rating would likely be upgraded at least one
notch.  Additionally, because of the change in the capital
structure and the reduction in subordinated debt, Moody's expects
that the ratings of the senior secured debt and the Corporate
Family Rating would likely converge.

These ratings have been placed under review for possible upgrade:

* Corporate Family Rating, B2
* Probability of Default Rating, B2
* Senior secured revolving credit facility due 2011, B1 (LGD3,34%)
* Senior secured term loan due 2012, B1 (LGD3, 34%)
* Senior subordinated notes due 2013, Caa1 (LGD5, 88%)

Moody's last rating action was on July 15, 2009, when the ratings
outlook was changed to positive from stable and the Speculative
Grade Liquidity Rating was upgraded to SGL-1 from SGL-2.

Team Health, a subsidiary of Team Finance, based in Knoxville, TN,
is a leading provider of physician staffing and administrative
services to hospitals and other healthcare providers in the US.
For the twelve months ended September 30, 2009, Team Health
recognized net revenue less a provision for uncollectibles of
approximately $1.4 billion.


THOMSON SA: Two Committees Approve Restructuring Plan
-----------------------------------------------------
According to RTTNews, Suppliers and Lenders' committee of Thomson
S.A. approved the company's restructuring plan in a voting held
under the supervision of the Administrateur Judiciaire's office.
An extraordinary shareholders meeting will take place on Jan. 27,
2010.

The source relates that, under the Plan, the Company's gross
senior debt level outstanding under its syndicated credit facility
and private placement notes of EUR2.84 billion will be reduced by
45% to EUR1.55 billion.

The Company will present the plan to the final group of creditors
or noteholders' committee to vote for it; otherwise, it will come
up with an alternative court-imposed plan in accordance with
French commercial code provision.

                       About Thomson SA

France-based Thomson SA -- http://www.thomson.net/-- provides
technology, services, and systems to Media & Entertainment (M&E)
clients, including content creators, content distributors and
broadcasters.  It has three principal operating divisions:
Services, Systems (previously Systems & Equipment) and Technology.
The remaining activities are regrouped in two additional segments:
Other and Corporate.  The Services Division offers end-to-end
management of video-related services for its customers in the M&E
industries.  Systems division plays a role in supplying hardware
and software technology for the M&E industries in the areas of
production, delivery, management, transmission, and access.
Technology division includes activities, such as corporate
research; Silicon Solutions: Integrated Circuit design and tuners,
and Software & Technology Solutions: video and audio security
solutions, and other technologies.  In December 2008, the Company
sold its digital film equipment product line.

Thomson SA filed a Chapter 15 petition Dec. 16 in New York for
protection from creditors in Manhattan (Bankr. S.D.N.Y. Case No.
09-17355).

The U.S. case is intended to allow the bankruptcy judge in
New York to hold off creditors in the U.S. while assisting the
Thomson's primary reorganization begun Nov. 30 in France.

Thomson said in a petition that assets and debt both exceed US$1
billion.  Debt includes about EUR2.9 billion ($4.2 billion) owing
for borrowed money.


THORNBURG MORTGAGE: Court Approves Sale of $11 Billion Portfolio
----------------------------------------------------------------
Reutuers says the Hon. Duncan Keir of the U.S. Bankruptcy Court in
Baltimore approved a plan to sell Thornburg Mortgage Inc.'s
$11 billion servicing portfolio in early 2010.  A hearing is set
for Feb. 10, 2010, to approve the sale.

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.


TLC VISION: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: TLC Vision (USA) Corporation
        16305 Swingley Ridge Road, Suite 300
        Chesterfield, MO 63017

Bankruptcy Case No.: 09-14473

Debtor-affiliates filing separate Chapter 11 petitions:

    Entity                                 Case No.
    ------                                 --------
TLC Vision Corporation                     09-14475
TLC Management Services, Inc.              09-14476

Chapter 11 Petition Date: December 21, 2009

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

Judge: Kevin Gross

About the Business: 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.

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

                  Chun I. Jang, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: jang@rlf.com

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

                  Michael Joseph Merchant, Esq.
                  Richards Layton & Finger, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: merchant@rlf.com

Debtors'
Lead U.S.
Restructuring
Counsel:          Proskauer Rose LLP
                  Three First National Plaza
                  70 West Madison, Suite 3800
                  Chicago, IL 60602
                  http://www.proskauer.com
                  Tel: (312) 962-3529
                  Fax: (312) 962-3551

Debtors'
Canadian
Restructuring
Counsel:          Torys LLP.

Debtors'
Financial
Advisors:         Conway Del Genio Gries & Co., LLC.
                  Olympic Tower
                  645 Fifth Avenue
                  New York, NY 10022
                  http://www.cdgco.com
                  Tel: (212) 813-1300
                  Fax: (212) 813-0580

Debtors'
Claims Agent:     Epiq Bankruptcy Solutions

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

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

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

            http://bankrupt.com/misc/deb09-14473.pdf

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
AMO Sales and Service,                            $5,910,637
Inc.
1700 East St. Andrew Place
Santa Ana, CA 82705-4933

Lindsay T. Atwood                                 $4,940,000
Individually and by and
on behalf of the
Shareholders
4924 South 3960 West
West Valley City
UT 84118

George Pronesti, MD                               $616,330
PO Box 203
Bryn Athyn
PA 19009

Michael Aronsky, MD                               $616,330
219 Ladbroke Rd.
Bryn Athyn
PA 19010

Anthony Zacchei, MD                               $389,804
1398 County Line Rd
Radnor, PA 19087

Larry Hohl                                        $380,935
1040 E
Birchwood Pl
Chandler, AZ 85249

James Wachtman                                    $328,000
330 Oakwood Avenue
Webster Groves,
MO 63119

Steve Rasche                                      $306,615
12442 Cinema Lane
St. Louis, MO 63217

Carol Hoffman, MD                                 $246,536

Brian Andrew                                      $232,376

Alcon Laboratories, Inc.                          $140,679

M/A/R/C Inc.                                      $133,514
dba Targetbase

Bausch & Lomb Surgical                            $132,519

Price Waterhouse                                  $114,720

Ernst & Young LLP                                 $106,924

Rubin, Brown, Gornstein                           $82,589
& Co LLP

Migliozzi Printing Services                       $75,691

Google,Inc.                                       $69,729

Spectra Gases Inc.                                $55,946

Acxiom Corporation                                $40,975

Emmi Solutions, LLC                               $40,000

The Laredo Group, Inc.                            $38,751

Ceatus Media Group, LLC                           $25,850

New Possibilities Group                           $24,500

Did-it.Com LLC                                    $23,117

Colliers Turley Martin                            $18,342
Tucker

Cowen & Company LLC                               $17,532

Pitney-Bowes                                      $15,018

Catalano Gallardo                                 $14,980
& Petropoulos, LLP

Baker Donelson                                    $14,475
Bearman Caldwell
& Berkowitz

The petition was signed by James Tiffany, president of the
Company.


TRIBUNE CO: Appoints G. Spector as Chief Operating Officer
----------------------------------------------------------
Tribune Company announced the appointment of Gerry Spector as
Chief Operating Officer, effective immediately.  Mr. Spector, who
has served as
Tribune's Chief Administrative Officer since December 2007, will
now oversee the company's Internet, broadcasting and newspaper
operations.

"Gerry has led the ongoing transformation of this company from top
to bottom," said Randy Michaels, Tribune's Chief Executive
Officer.  "He's strategically refocused the operations of our
business units so that we're more innovative and more efficient
than ever before, he's streamlined the decision-making process and
he's helped drive the reorganization of our sales operation. From
the beginning, Gerry's been a great partner for me."

During the past two years Tribune has redesigned all of its
newspapers, increased local broadcast news programming, expanded
the market share of its TV stations, grown the audience of WGN
America by almost 40%, begun rebuilding its sales organization,
and reduced expenses by approximately $600 million.

"We've accomplished a lot, but we can do even more," said Mr.
Spector.  "This is a great company, with outstanding brands and
talented employees.  We plan to reinvent our media organization
every day -- we're committed to delivering high-quality content,
providing innovative solutions to our advertisers and competing
for every available dollar."

The Company also announced that SVP/Chief Financial Officer
Chandler Bigelow is expanding his responsibilities to include the
financial operations of the publishing division and all
centralized human resources operations.  Mr. Bigelow has been with
Tribune since 1998 and served as SVP/CFO since March 2008.

Finally, Tribune has named Nils Larsen as Chief Investment Officer
effective immediately.  Mr. Larsen will oversee company-wide
business development and investment opportunities.  Mr. Larsen
joined the company in December 2008 and has been responsible for
helping spearhead Tribune's restructuring efforts.

                       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: Fair Harbor Capital Buys Multiple Claims
----------------------------------------------------
Creditors, from December 1 to December 14, 2009, notified the
Court that they intend to transfer each of their claims against
the Debtors:

                                                         Claim
Transferor                    Transferee                 Amount

----------                     ----------                ------
Air Center Inc.                Fair Harbor Capital, LLC  $2,653
Caspio Inc.                    Fair Harbor Capital, LLC     842
Coastal Building Services      Fair Harbor Capital, LLC   1,298
Comp-Air Service Company       Fair Harbor Capital, LLC   1,980
Consolidated Label Co.         Fair Harbor Capital, LLC   3,928
Doghaus Design Inc.            Fair Harbor Capital, LLC     450
Imagic Inc.                    Fair Harbor Capital, LLC   1,700
Mainline Information Systems   Fair Harbor Capital, LLC     972
Media Data Services Inc.       Fair Harbor Capital, LLC   1,906
Moving Pictures Video Inc.     Fair Harbor Capital, LLC   5,010
Preferred Eap                  Fair Harbor Capital, LLC   1,260
Southern Advertising           Fair Harbor Capital, LLC   1,158
Questus Inc.                   Fair Harbor Capital, LLC  18,699
Doghaus Design Inc.            Fair Harbor Capital, LLC   1,200
Will Burt Company              Fair Harbor Capital, LLC   7,500
Adstar Inc/Edgil Associates    ASM Capital, L.P.         67,669
Andrew Klein & Associates      Longacre Opportunity Fund 32,038
Misi Company Ltd               Longacre Opportunity Fund 15,980
Misi Company Ltd               Longacre Opportunity Fund 15,980
Thomson Promotions Inc         ASM Capital, L.P.          3,946
Ravenswood Special Events      ASM Capital, L.P.          6,500
Kingsway Logistics Inc         ASM Capital, L.P.         21,343
Chicago Communications LLC     ASM Capital III, L.P.      2,151
Chicago Communications Service ASM Capital III, L.P.      1,738
ABM Janitorial Services        ASM Capital, L.P.         58,426
ABM Janitorial                 ASM Capital III, L.P.      3,587
Telesoft Corp                  Claims Recovery Group LLC 11,900
Euler Hermes ACI               ASM Capital III, L.P.    670,345
Graphic Industries Inc.        Longacre Opportunity Fund 11,972
Graphic Industries Inc.        Longacre Opportunity Fund 11,972
On Demand Envelope LLC         Longacre Opportunity Fund 17,536
Alien Productions LLC          Longacre Opportunity Fund 37,096
Norman Hecht Research Inc      ASM Capital, L.P.          3,219
Norman Hecht Research Inc      ASM Capital, L.P.          2,626
Norman Heach Research Inc      ASM Capital, L.P.          2,626
Q Air California               Claims Recovery Group LLC  5,815

                       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: Names Randy Michaels as Chief Executive Officer
-----------------------------------------------------------
Tribune Company announced that its board of directors has named
Randy Michaels Chief Executive Officer; Michaels has also been
elected to the board.  Sam Zell remains Tribune's Chairman and
will continue to provide the management team with strategic
oversight and vision.

Mr. Zell recommended the leadership transition to the board,
saying, "This appointment reflects Randy's increasing
responsibilities.  During the last two years, we've made
substantial progress transforming Tribune from a collection of
newspapers and television stations to a fast-paced, innovative
media company that is using its scale and brands to compete more
effectively than ever before."

"At this point in Tribune's evolution, no one is better suited to
lead the company forward.  Randy has a unique combination of real-
time creativity, expertise and passion, and I completely trust his
judgment and his leadership."

Mr. Michaels was appointed Chief Operating Officer in May, 2008,
and has been part of the company's senior executive team since
Tribune's going-private transaction in December 2007.  Prior to
becoming COO, Mr. Michaels served as executive vice president and
chief executive officer of Tribune's interactive and broadcast
divisions.

"I am grateful to Sam and the members of the board for this vote
of confidence and the opportunity," said Mr. Michaels.  "I look
forward to continuing to work closely with Sam and the rest of the
board -- this is a great company with a great future."

"There is a lot of work yet to do," he continued, "but we have
tremendously talented people and world-class brands in print, on
air and online.  Our businesses are profitable and we're gaining
market-share and momentum in a tough environment.  The entire
management team is focused on the long-term and keeping Tribune at
the cutting-edge of creativity and innovation, which will
translate into success on the bottom-line."

                       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)


TRUMP ENTERTAINMENT: Beal Amends Proposed Disclosure Statement
--------------------------------------------------------------
Beal Bank and Icahn Partners filed with the U.S. Bankruptcy Court
for the District of New Jersey a disclosure statement explaining
the amended plan of reorganization for Trump Entertainment
Resorts, Inc., and certain of its direct and indirect
subsidiaries.

The Debtors will begin soliciting votes on the Plan after approval
of the adequacy of the information in the disclosure statement.

The Debtors have two principal prepetition creditor groups.  The
first group consists of Beal Bank fka Beal Bank, S.S.B., as
administrative agent, and Beal Bank Nevada, Icahn Partners LP,
Icahn Partners Master Fund LP, Icahn Master Fund II LP and Icahn
Master Fund III LP, whose claims are $485 million in the aggregate
and are secured by a first priority lien on substantially all the
Debtors' assets.  The second group consist of holders of the
Debtors' 8-1/2% senior secured notes due 2015 in the outstanding
principal amount of $1.25 billion.  These notes were issued in the
Debtors' prior Chapter 11 case and were granted a second priority
lien on the Debtors' casino and hotel properties.  Icahn Partners
holds $154,895,000 of second lien note claims in the aggregate.

According to the disclosure statement, the key terms of the plan
proposed by Beal Bank and Icahn Partners are:

   -- parties that are signatories to the backstop agreement other
      than NewCo and Reorganized TER Holdings will backstop a
      $225 million rights offering to eligible holders of the
      second lien secured claims and general unsecured claims.
      The rights offering will entitle the eligible holders to
      purchase an equity stake of up to 32.452% in the Reorganized
      Debtors, on a fully diluted basis, with the backstop parties
      receiving a 3.829% equity stake in the Reorganized Debtors,
      on a fully diluted basis, in exchange for their agreement to
      provide financing in connection with the Plan.) The rights
      offering will be conducted by a newly formed company -
      NewCo.

   -- The rights offering proceeds will be used in part to reduce
      the first lien lenders claims by $100 million.  the balance
      of the first lien lenders' secured first lien lender claims
      will convert into an equity stake of $61.708% in the
      Reorganized Debtors, on a fully diluted basis, which
      includes the conversion stock plus the membership interest
      received by the first lien lenders.

   -- Holders of second lien note secured claims and general
      unsecured claims will also receive a distribution of an
      equity stake of $2.011% in the Reorganized Debtors, on a
      fully diluted basis, (a value of $13.9 million) to the
      extent that the value of the second lien note secured claim
      is determined to be less than $13.9 million; provided,
      however, that if less than 50% of the equity interests
      offered through the Rights Offering are subscribed to by
      holders of allowed second lien note secured claims and
      allowed general unsecured claims, the holders may, at the
      Icahn Partners' option, receive their pro rata share of
      $13.9 million in cash in lieu of the equity stake.

   -- Holders of second lien note secured claims and general
      unsecured claims will hold their equity interests from the
      rights offering and the distribution through a newly formed
      company -- NewCo -- which will hold the equity stake in the
      Reorganized Debtors and issue new common stock to the
      holders of second lien note secured claims and general
      unsecured claims.

The chart summarizes the relevant corporate structure and
ownership percentages in the event that the rights offering stock
is fully subscribed or unsubscribed:

                           Stock Holders

                             Reorganized Debtors,
     Source                  Fully Diluted Basis      NewCo

First Lien Conversion
New Common Stock                 60.708%              61.321%
New Partner Co.                   1.000%               0.000%
Second Lien Noteholders'
Interests                         2.011%               2.031%
Backstop Allocation               3.829%               3.868%
Backstop Stock                   32.452%              32.780%

Holders of other priority claims and other secured claims will
receive 100% recovery of their claims.  First lien lender claim
holders will receive less than 100% satisfaction of their claims.
Holders of second lien note claims will receive 1.1% recovery of
their claims while holders of general unsecured claims and
convenience class claims will recover less than 1.0% of their
claims.  Holders of intercompany claims, Section 501(b) claims,
TER equity interests, TER Holdings equity interests, subsidiary
equity interests will receive no recovery of their claims.

The summary of various key documents and transactions expected
to be executed in connection with the restructuring under the
Plan, includes:

     1. The plan contemplates the contribution of $225 million of
        new equity capital to NewCo in the form of a rights
        offering made to holders of second lien note secured
        claims and holders of general unsecured claims, including
        holders of second lien note deficiency claims, who have
        been determined by Beal Bank.

     2. Provisions for Distributions of Plan Securities/Certain
        Corporate Restructurings.  On the effective date, these,
        among other things will occur in the sequence provided:
        (i) All claims other than the first lien lender claims,
        any claim not otherwise subject to discharge, and the
        equity interests in TER will be discharged at 10:00 a.m.
        Eastern Time on the effective date.    (ii) TER Holdings
        will be converted to a limited liability company and will
        become Reorganized TER Holdings and the equity interests
        of TER Holdings will be cancelled.

     3. In addition to the distributions of securities by the
        Reorganized Debtors and NewCo, the Plan contemplates that
        the Debtors will make one definite distribution of cash
        and one potential distribution of cash.

     4. On the effective date all subsidiary equity interests in
        existence on the commencement date will be cancelled and
        will be replaced by new subsidiary equity interests so as
        to maintain the legal existence and organizational
        structure of the Debtor Subsidiaries existing on the date
        immediately prior to the effective date.

     5. Branding Matters -- The Plan Proponents intend to enforce
        all rights with regard to the Trump trademark, the Plan
        Proponents may choose to re-brand the properties away from
        the Trump name, even if they retain the right to do so.

A full-text copy of the amended disclosure statement is available
for free at:

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

A full-text copy of the amended Chapter 11 is available for free
at:

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

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TXCO RESOURCES: Wins Approval of Disclosure Statement
-----------------------------------------------------
A bankruptcy judge has approved TXCO Resources Inc.'s disclosure
statement, which describes a plan to sell the company to Newfield
Exploration Co., over the objections of several creditors,
according to Law360.

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and willow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


VALASSIS COMMUNICATIONS: Enters Into Interest Rate Swap Agreement
-----------------------------------------------------------------
Valassis entered into an 18-month forward-starting interest rate
swap agreement with JPMorgan Chase Bank, National Association as
the counterparty.  The swap agreement has an initial notional
amount of $300.0 million.  The Company entered into the swap
agreement to fix the interest rate for $300.0 million of its
variable rate debt under its senior secured credit facility
effective Dec. 31, 2010, which is the expiration date of the
Company's existing interest rate swap agreements.  The notional
amount of $300.0 million amortizes by $40.0 million at the end of
each quarter to $100.0 million for the quarter ended June 30,
2012.  The swap agreement terminates on June 30, 2012.

Under the swap agreement, the Company is required to make payments
at a fixed three-month LIBOR interest rate of 2.005%, plus an
applicable margin of 1.75%, for an effective rate of 3.755% per
annum to the counterparty on an initial notional amount of
$300.0 million in exchange for receiving variable payments based
on the three-month LIBOR rate for the same notional amount.  The
Company may enter into additional swap transactions in the future
from time to time.

"Given the current global economic uncertainty, we are pleased to
fix the interest rate for a substantial portion of our floating
debt, through the middle of 2012, at a forward interest rate near
the 20-year low," said Alan F. Schultz, Valassis Chairman,
President and Chief Executive Officer.

In 2007, Valassis entered into interest rate swap contracts to fix
three-month LIBOR through Dec. 31, 2010.  At Sept. 30, 2009, these
contracts covered a notional amount of $447.2 million at a three-
month LIBOR rate of 5.026%, plus an applicable margin of 1.75%,
for an effective rate of 6.776%.  Valassis had $512.4 million
outstanding under its senior secured credit facility on Sept. 30,
2009.

Under the senior secured credit facility, the Company has no
material debt maturities scheduled until 2014.

                      About Valassis

Headquartered in Livonia, Michigan, Valassis --
http://www.valassis.com-- is one of the nation's leading media
and marketing services companies, offering unparalleled reach and
scale to more than 15,000 advertisers.  Its RedPlum media
portfolio delivers value on a weekly basis to over 100 million
shoppers across a multi-media platform - in-home, in-store and in-
motion.

                       *     *     *

As reported in the Troubled Company Reporter on November 3, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Livonia, Michigan-based Valassis Communications Inc. to
'B+' from 'B'.  The rating outlook is stable.


VERTRO INC: Receives Non-Compliance Notice From NASDAQ
------------------------------------------------------
Vertro, Inc., disclosed that, on December 15, 2009, the Company
received a NASDAQ Staff Determination indicating that the Company
did not regain compliance with the minimum $15 million market
value of publicly held shares requirement set forth in NASDAQ
Listing Rule 5450(b)(3)(C).  As a result, the Company's common
stock is subject to delisting unless the Company requests a
hearing before a NASDAQ Listing Qualifications Panel.  Vertro
intends to request a hearing before a Panel, which will
automatically stay the delisting of the Company's common stock.
Consequently, Vertro will remain listed pending the issuance of
the Panel's decision after the hearing.  However, there can be no
assurances that the Panel will grant the Company's request for
continued listing.

As previously reported, the Company was notified by the NASDAQ
Staff on September 15, 2009, that its market value of publicly
held shares had been below the minimum $15 million requirement for
30 consecutive trading days.  Under these circumstances, and in
accordance with NASDAQ Listing Rule 5810(c)(3)(D), the Company was
provided 90 calendar days, or until December 14, 2009, to regain
compliance.

Additionally, the Company has determined not to implement the
1-for-10 reverse split that was authorized by the Company's
stockholders at the Company's annual meeting on June 11, 2009.
The authority to implement the reverse stock split expires on
December 31, 2009.  As previously disclosed, in accordance with
NASDAQ's Listing Rules, the Company has been afforded until
March 15, 2010, to regain compliance with the minimum bid price
requirement.  The Company intends to actively monitor its bid
price and will consider all available options to regain
compliance, including an alternative reverse stock split.

                       About Vertro, Inc.

Vertro, Inc. -- http://www.vertro.com/-- is a software and
technology company that owns and operates the ALOT product
portfolio.  ALOT's products are designed to 'Make the Internet
Easy' by enhancing the way consumers engage with content online.
Through ALOT, Internet users can discover best-of-the-web third
party content and display that content through customizable
toolbar, homepage and desktop products.  ALOT has millions of live
users across its product portfolio.  Together these users conduct
high-volumes of type-in search queries, which are monetized
through third-party search and content agreements.


VISTA LEVERAGED: Moody's Upgrades Rating on Senior Notes to 'B3'
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded its
rating of these notes issued by Vista Leveraged Income Fund:

  -- US$187,500,000 Senior Notes due 2012 (current balance of
     $155,181,650), upgraded to B3; previously on November 7, 2008
     downgraded to Caa2, on review for possible downgrade.

Vista Leveraged Income Fund is a cash flow collateralized loan
obligation transaction backed primarily by bank loans.  The
transaction has an asset coverage test that is based on the market
value of the underlying collateral.

According to Moody's, the upgrade is a result of improvement in
the overall market value of the underlying collateral as well as
the transaction's elimination of an imminent risk of collateral
liquidation.  On November 6, 2008, the transaction had experienced
an event of default due to a failure to maintain, for 30
consecutive days, the minimum asset coverage ratio of 110% in
collateral market value over the outstanding amount of the Senior
Notes.  The event of default continued until July 24, 2009, when
the asset coverage ratio exceeded the 110% minimum.  The holders
of the Senior Notes had not exercised any remedies during the
continuation of the default despite that they had the option to
liquidate the underlying collateral.  The last trustee report
dated December 1, 2009, reported an asset coverage ratio of
118.7%.

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of rating committee
considerations.  These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record, and
the potential for selection bias in the portfolio.  All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.


VISTEON CORP: Gets Nod for Sale of TVAP/TVEC JV Interests
---------------------------------------------------------
Debtor Visteon International Holdings, Inc., and Tata AutoComp
Systems Limited or "TACO," a subsidiary of Tata Motors Limited,
entered into agreements on March 3, 2005, in connection with the
formation of two joint ventures -- Tata Visteon Automotive
Private Limited or "TVAP" and TACO Visteon Engineering Private
Limited or "TVEC."

TVAP and TVEC are both 50/50 joint ventures organized under the
laws of the Republic of India.

TVAP has manufactured lighting and air induction systems in a
plant in Pune, India, and is currently a major lighting supplier
to Tata Motors.  TVEC operates an engineering center in Pune,
India, dedicated solely to serving certain of Visteon's global
engineering requirements.

In March 2009, TACO expressed its intent to exit the Joint
Ventures as part of a realignment of its component joint venture
businesses.  To effect the proposed exit, on November 17, 2009,
TACO entered into stock purchase agreements with Visteon
Technical and Services Centre Private Limited, a non-debtor
affiliate, and TVAP and TVEC, pursuant to which VTSC will
ultimately purchase TACO's 50% interest in both TVAP and TVEC.

Pursuant to the terms of the JV Agreements, the prior written
consent of VIHI is required for TACO to transfer all or any
portion of its interest in TVAP or TVEC to a party that is not an
affiliate of TACO.  As a result and as a condition precedent to
the effectiveness of the Stock Purchase Agreements, VIHI must
provide its written consent to the transfers to VTSC.

Additionally, the Stock Purchase Agreements provide for the
termination of the JV Agreements as of the effective date
of the Stock Purchase Agreements.  As a condition precedent to
the effectiveness of the Stock Purchase Agreements, TACO has
requested VIHI's written acknowledgment and consent to the
termination of the JV Agreements, which, by their terms,
terminate automatically upon the transfer of 100% of the interest
held by VIHI or TACO in the joint venture to the other par or to
a third party.

In connection with TACO's proposed sale of its equity interests
in the Joint Ventures to VTSC, the Debtors sought and obtained
Court's approval for VIHI to:

  (a) provide written consent to the proposed sales as required
      by the JV Agreements;

  (b) provide written acknowledgment and consent to the
      termination of the JV Agreements in connection with the
      proposed sales; and

  (c) perform all other actions necessary or appropriate to
      implement, execute, and effect the sale of TACO's equity
      interests in the Joint Ventures.

The Debtors certified to the Court that no objection was filed
with respect to their request.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


VISTEON CORP: Panel Wants to Conduct Rule 2004 Exam on PwC
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Visteon Corp.'s
cases seeks the entry of a Court order authorizing discovery on
PricewaterhouseCoopers LLP, the Debtors' auditors.

The Committee's requested discovery aims to investigate the
prepetition relationship between Visteon Corporation and Ford
Motor Company.  The Committee specifically seeks the production
of certain documents from PwC and the deposition of PwC
representatives.

Among other things, the Committee seeks information on:

  -- materials related to the Spin-off transaction of Visteon
     Corporation from Ford Motor Company;

  -- correspondence between PwC and the Debtors relating to the
     terms or reasons for the transactions, whereby Visteon
     transferred 23 of its North American facilities indirect
     subsidiary Automotive Component Holdings, LLC, and
     subsequently sold ACH to Ford; and

  -- any industry research or studies by PwC related to
     Visteon's operations, markets, industry supply and demand
     conditions, recent and projected industry trends,
     competitors, suppliers, customers, and costs both currently
     and historically.

A detailed list of the information the Committee seeks to conduct
discovery on is available for free at:

       http://bankrupt.com/misc/Visteon_Comittee2004.pdf

The Committee relates that it has attempted to obtain certain
information since November 20, 2009 from PwC, but the firm has
yet to produce those documents.

Moreover, the Committee notes, several causes of action against
Ford may be available, and the Committee needs the discovery to
evaluate those potential claims.

In a separate filing, the Committee seeks the Court's authority
to file the 2004 Motion under seal.  According to the Committee,
the Debtors have indicated that they seek to prevent
dissemination of those confidential information to other parties
or to public.  Accordingly, the Committee seeks to file the
unredacted 2004 Motion under seal because it contains
confidential information.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


VISTEON CORP: Unsecured Creditors to Have 0% Recovery Under Plan
----------------------------------------------------------------
Visteon Corporation and its debtor affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware their Joint
Plan of Reorganization and Disclosure Statement on December 17,
2009.

Visteon Chief Financial Officer and Executive Vice President
William G. Quigley, III, relates that among other things, the
Plan contemplates:

  -- The issuance of New Visteon Common Stock and a new senior
     secured loan by the Reorganized Debtors to discharge claims
     against and interest in the Debtors' estates.  In
     particular, the Plan contemplates the issuance of the New
     Senior Secured Loan and a portion of New Visteon Common
     Stock to the Term Loan Lenders in satisfaction and
     discharge of their claims;

  -- The payment in full in cash of Administrative Claims, DIP
     Facility Claims, Priority Tax Claims, Professional Claims,
     and certain other Secured Claims from cash on hand and from
     the Debtors' existing assets;

  -- The extinguishment of all interests in Visteon Corp.;

  -- The reinstatement of Intercompany Interests and
     Intercompany Claims in the Reorganized Debtors' discretion;

  -- The termination of the Pension Plans.  As a result, the
     Pension Benefit Guaranty Corporation will receive the
     remaining portion of the New Visteon Common Stock after the
     Term Loan Lenders' Claims are satisfied; and

  -- No recovery for Holders of General Unsecured Claims.

Moreover, on the Confirmation Date, the Debtors will exercise
their option under a certain Master Lease, dated October 31,
2002, as amended, to acquire from Oasis Trust all of its rights,
title and interests in and to that property located at One
Village Center Drive, Van Buren Township, in Wayne County,
Michigan, free and clear of all liens, claims, charges and other
taxes.

Based on the valuation analysis prepared by the Debtors and their
advisors, the Plan contemplates that (i) the Term Loan Lenders
will receive a 100% recovery on their Claims, which equates to an
approximate 96.2% implied equity ownership interest in the
Reorganized Debtors and that (ii) the PBGC will receive a 12%
recovery on its Claims, which equates to an approximate 3.8%
implied equity ownership interest in the Reorganized Debtors.

The Plan provides for the termination of the Visteon Pension
Plans to ensure the liquidity of the Reorganized Debtors and
potentially the feasibility and ultimate confirmation of the
Plan, according to Mr. Quigley.  The Debtors project that if the
Pension Plans were maintained after the Plan Effective Date,
approximately $260 million in contributions would be required to
fund the plans through 2015.

Mr. Quigley clarifies that the Plan does not contemplate the
substantive consolidation of the Debtors' estates.  Instead, the
Plan constitutes a separate Plan for each of the 30 Debtors in
these Chapter 11 cases.  The Debtors are submitting a joint Plan
covered by a single Disclosure Statement to simplify drafting and
to avoid duplicative costs, he points out.

                  Claims Designation & Treatment

The Plan also provides for the classification, treatment and
estimated recoveries of the Claims and Interests asserted against
the Debtors:

                                          Estimated    Projected
Designation     Treatment               Claim Amounts  Recovery
-----------     ---------               -------------  ---------
Administrative  Paid in full in cash.    $105 million     100%
& Professional
Claims

DIP Facility    Paid in full in cash,    $150 million     100%
Claims          unless otherwise agreed

Priority Tax    Paid in full in cash.    $4.7 million     100%
Claims          cash

Class A         Paid in full in cash  $127.15 million     100%
ABL Claims

Class B         Paid in full in cash     $.04 million     100%
Secured Tax
Claims

Class C         Paid in full in cash    $6.47 million     100%
Other Secured
Claims

Class D         Paid in full in cash     $.01 million     100%
Other Priority
Claims

Class E         The New Senior Secured   $1.5 billion     100%
Term Loan       Loan and approximately
Facility Claims 96.2% of the New Visteon
                Common Stock

Class F         Approximately 3.8% of    $460 million      12%
PBGC Claims     the New Visteon Common
                Stock

Class G         No recovery              $1.2 billion       0%
General
Unsecured
Claims

Class H         No recovery, but       $16.09 million     100%
Intercompany    may be reinstated
Claims

Class I         Canceled                          N/A       0%
Interest in
Visteon Corp.

Class J         No recovery, but may be           N/A     100%
Intercompany    reinstated
Interests

Class K         No recovery                       N/A       0%
Section 510(b)
Claims

As of the October 15, 2009 Bar Date, the Debtors' Claims and
Solicitation Agent has received approximately 3,100 proofs of
claim, totaling approximately $7.5 billion.  The Debtors believe
that many of the filed Proofs of Claim are invalid, untimely,
duplicative, or overstated, and, expunged from, or reduced in
amount in, the Claims Register.

                Liquidation & Valuation Analyses

The Debtors have prepared a Liquidation Analyses and a Valuation
Analyses to assist holders of Claims and Interests in evaluating
the Plan.

The Liquidation Analyses compares the creditor recoveries to be
realized if the Debtors were to be liquidated in a hypothetical
case under Chapter 7 of the Bankruptcy Code with the
distributions to holders of Allowed Claims and Interests under
the Plan.  The Debtors believe that the Plan provides the same or
a greater recovery for holders of Allowed Claims and Interests as
would be achieved in a liquidation pursuant to Chapter 7 of the
Bankruptcy Code because of, among other things, (i) the
additional Administrative Claims generated by conversion to a
Chapter 7 case; (ii) the administrative costs of liquidation and
associated delays in connection with a Chapter 7 liquidation; and
(iii) the negative impact on the market for the Debtors' assets
caused by attempting to sell a large number of assets in a short
time frame -- each of which likely would diminish the value of
the Debtors' assets available for distributions.

Among others, the Liquidation Analyses indicates only a 78%
recovery for Term Loan Facility Claims and a 3.9% recovery on
PBGC Claims under a Chapter 7 proceeding of the Debtors.

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

Moreover, Rothschild Inc. has performed an analysis, dated
December 15, 2009, of the estimated value of the Reorganized
Debtors on a going-concern basis.  Rothschild relied on certain
assumptions, including a March 31, 2010 Plan Effective Date.  As
a result, Rothschild estimates:

  -- the Total Enterprise Value for the Reorganized Debtors as
     of the Effective Date at approximately $1.55 billion to
     $2.45 billion, with a midpoint of $2.0 billion; and

  -- the Distributable Enterprise Value for the Reorganized
     Debtors as of the Effective Date at approximately $1.35
     billion to $2.3 billion, with a midpoint of $1.825 billion.

To support the feasibility of the Plan they proposed, the Debtors
also prepared Financial Projections through the year 2013, a copy
of which is available for free at:

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

Full-text copies of Visteon's Plan and Disclosure Statement are
available for free at:

          http://bankrupt.com/misc/Visteon_Plan.pdf
          http://bankrupt.com/misc/Visteon_DS.pdf

              PBGC's Statement on Visteon Pensions

In a December 18, 2009 statement, Vince Snowbarger, acting
director of the Pension Benefit Guaranty Corporation, said:

  "Under Visteon's plan of reorganization, the company proposes
  to transfer to the PBGC three of its pension plans, which
  cover more than 21,000 workers and retirees, and which have an
  aggregate shortfall of $544 million.  When pension plans
  terminate, many retirees lose hard-earned benefits because of
  limits set by federal law.  The PBGC estimates that workers
  and retirees in the three Visteon plans would lose almost
  $100 million in benefits, with early retirees most likely to see
  benefit reductions.  Continuation of the pension plans would
  preserve those benefits. The PBGC hopes that Visteon can reach
  agreement with its creditors and lenders on a reorganization
  that allows the company to retain all its pension plans."

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

                         Plan Schedule

Judge Sontchi will convene a hearing on January 28, 2010, to
consider the adequacy of the Disclosure Statement.  Objections to
the Disclosure Statement are due no later than January 15.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


WASHINGTON MUTUAL: FDIC Wants Stay Relief for Set-Off Rights
------------------------------------------------------------
In September 2008, the Federal Deposit Insurance Corporation was
appointed by the Office of Thrift Supervision as receiver for
Washington Mutual Bank.  Thereafter, the FDIC-Receiver sold
substantially all of WMB's assets to JPMorgan Chase Bank pursuant
to a Purchase and Acquisition Agreement.

Thomas R. Califano, Esq., at DLA Piper LLP (US), in New York,
relates that the Debtors have sued the FDIC-Receiver in the U.S.
District Court for the District of Columbia with respect to their
disallowed claims against the receivership of WMB.  Likewise, the
FDIC-Receiver, as successor by operation of law to WMB, has
asserted substantial claims against Washington Mutual Inc., and
WMI Investment Corp., in the D.C. Action and WaMu's Chapter 11
cases.  Similarly, JPMorgan asserted substantial claims against
the Debtors.

In a motion, the FDIC-Receiver asked Judge Mary F. Walrath of
U.S. Bankruptcy Court for the District of Delaware to modify the
automatic stay pursuant to Section 362 of the Bankruptcy Code to
permit it to direct (i) JPMC to return the Disputed Deposit
Balances and (ii) third parties to take necessary actions to
effectuate the return of those Balances in accordance with the
P&A Agreement.

In response, the Debtors contend that FDIC-Receiver's request to
invoke the P&A Agreement to assert its purported set-off rights to
the Disputed Deposit Balances would thwart, hinder and delay their
efforts to finally recover liquid assets for the benefit of their
estates.

The FDIC Motion ignore the fact that 85% of the Balances were
never, in any way, touched by the Receivership, and were
therefore, never the subject of the P&A Agreement," Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, counsel for the Debtors, reasons out.

To counter the objections, the FDIC maintains that "cause"
to lift the automatic stay under Section 362 of the Bankruptcy
Code is established by the Debtors' unflagging efforts to obtain
certain disputed deposit balances, aggregating $4 billion, in
five accounts currently being held by JPMorgan Chase Bank
National Association, purportedly in the name of WaMu, before any
discovery has been conducted and without regard for the FDIC-
Receiver's set-off rights.

The FDIC was appointed by the Office of Thrift Supervision as
receiver for Washington Mutual Bank.  Thereafter, the FDIC
administered the sale of substantially all of WMB's assets to
JPMorgan pursuant to a Purchase and Acquisition Agreement.

The Disputed Accounts are held in account numbers ending in 4234,
1206, 0667, 9626, and 9663.  The Accounts are also the central
issue in the turnover action litigated in the U.S. Bankruptcy
Court for the District of Delaware, captioned Washington Mutual,
Inc. and WMI Investment Corp., v. JPMorgan Chase Bank National
Association, which tackles WaMu's request for the turnover of the
funds under the Accounts.

The FDIC asserts that modifying the Stay will permit it to direct
(i) JPMorgan to return the Disputed Deposit Balances, and (ii)
third parties to take necessary actions to effectuate the return
of those Balances in accordance with the P&A Agreement.

"The Debtors acknowledge that the FDIC-Receiver has claims
against [WaMu], yet by opposing the Motion, the Debtors are
seeking to use the Stay as a sword to cut-off the FDIC-Receiver's
set-off rights with respect to those claims," Thomas R. Califano,
Esq., at DLA Piper LLP (US), in New York, argues, on behalf of
the FDIC.

Moreover, contrary to the Debtors' assertion, there is no
"triangular set-off" because mutuality exists between WaMu and
JPMorgan and the FDIC-Receiver, Mr. Califano contends.  He
explains that "both the FDIC-Receiver and JPMorgan have claims
against WaMu, and WaMu has asserted claims for the Disputed
Deposit Balances against both the FDIC-Receiver and JPMorgan.

The FDIC-Receiver's request does not reflect a concession as to
any disputed issue with respect to the Debtors' request for
summary judgment pending before the Court, Mr. Califano
clarifies.  Furthermore, by seeking a modification of the Stay,
the FDIC-Receiver is not conceding that the Disputed Deposit
Balances constitute WaMu's "deposits," and neither does the
protection of the FDIC-Receiver's set-off rights imply that
JPMorgan does not have its own set-off rights, Mr. Califano
elaborates.

                      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: Wence Sues WMB, BoA for Foreclosure
------------------------------------------------------
Francisco Wence relates that in June 2009, Washington Mutual Bank
and Bank of America willfully violated the automatic stay under
Section 362 of the Bankruptcy Code by foreclosing on his
residence in the State of California, County of Contra Costa.

Mr. Wence complains that the foreclosure took place despite
negotiation efforts to modify his Loan with WMB and Bank of
America.  He specifies that WMB asked him to resubmit documents
relating to his income and a hardship letter.

Representing Mr. Wence, Roni Rotholz, Esq., in Walnut Creek,
California, contends that the request for resubmission of the
documents was a tactic that caused delays in Mr. Wence's effort
to modify the loan, and caused him to be placed in a precarious
position to his detriment as a direct and proximate result of
WMB's willful and malicious effort to foreclose on Mr. Wence's
residence.

Moreover, the Banks ignored Mr. Wence's request for WMB to
provide a full accounting on all payments made regarding their
home loan with and the fees, according to Mr. Rotholz.
Accordingly, the foreclosure sale was defective in that it did
not meet the statutory requirement established by the legislature
and case law in California, Mr. Rotholz insists.

Against this backdrop, Mr. Wence asks the Court to:

  (a) declare that the title to the Property is vested in Mr.
      Wence alone;

  (b) declare that the foreclosure sale was void;

  (c) compel WMB and Bank of America to pay Mr. Wence exemplary,
      punitive and actual damages in an amount which will
      be proven at trial.

                      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).


WATERSIDE CAPITAL Receives NASDAQ Delisting Notice
--------------------------------------------------
Waterside Capital Corporation on September 16, 2009, received
written notice from The Nasdaq Stock Market informing the Company
that for the last 30 consecutive trading days, the Company's
common stock has not maintained a minimum market value of publicly
held shares of $1,000,000 as required for continued inclusion by
Listing Rule 5550(a)(5).  The letter stated that the Company will
be provided 90 calendar days, or until December 15, 2009, to
regain compliance.

On December 17, 2009, the Company received written notice from The
Nasdaq Stock Market informing the Company that it has not regained
compliance in accordance with Listing Rule 5550(a)(5).

Accordingly, the Company's securities will be delisted from The
Nasdaq Capital Market.  The letter stated that trading of the
Company's common stock will be suspended at the opening of
business on December 29, 2009, and a Form 25-NSE will be filed
with the Securities and Exchange Commission, which will remove the
Company's securities from listing and registration on The Nasdaq
Stock Market.

The letter also noted that on September 16, 2009, the Staff had
notified the Company that the bid price of its common stock had
closed below $1 per share for 30 consecutive trading days, and
accordingly, that it did not comply with Listing Rule 5550(a)(2).
The Company was provided a grace period of 180 calendar days, or
until March 15, 2010, to regain compliance.

The Company may appeal the Staff's determination to a Panel
pursuant to the procedures set forth in Nasdaq Listing Rule 5800
Series.  The appeal hearing request must be received by the
Hearings Department by December 24, 2009.  The hearing request
would stay the suspension of the Company's securities and the
filing of the Form 25-NSE pending the Panel's decision.

The Company does intend to take action to appeal the Staff's
determination.  If the Company does not appeal the Staff's
determination to the Panel, the Company's securities will not be
immediately eligible to trade on the OTC Bulletin Board or in the
"Pink Sheets."  The Company's securities may become eligible if a
market maker makes application to register in and quote the
security in accordance with SEC Rule 15c2-11, and such application
is cleared.

                     About Waterside Capital

Virginia Beach, Virginia-based Waterside Capital Corporation
(Nasdaq: WSCC) -- http://www.watersidecapital.com/-- is a Small
Business Investment Company with a portfolio of approximately
$18.0 million of loans and investments in 13 companies located
primarily in the Mid-Atlantic region.  Waterside Capital's
individual investments range from $500,000 to more than
$3 million.


WAVERLY GARDENS: Can Access First Tennessee Cash Until December 31
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
approved a stipulation reached by Waverly Gardens of Memphis, LLC,
and Kirby Oaks Integra, LLC, with First Tennessee Bank National,
extending the Debtors' access to cash collateral until Dec. 31,
2009.

First Tennessee agreed to provide credit to the Debtors through
the Debtors' limited use and consumption of cash collateral.

As reported in the TCR on March 20, 2009, First Tennessee said
that it is owed $8,494,044 by the Debtors.  As security, the
Debtors conveyed to First Tennessee a security interest in
substantially of their assets, including cash collateral.

As adequate protection, First Tennessee is granted a postpetition
security interest in (a) all proceeds from the disposition of any
of the cash collateral, and (b) any and all of the Debtors'
goods, property, assets and interests in property now existing and
hereafter acquired.

As additional adequate protection, First Tennessee is granted an
allowed superpriority administrative claim pursuant to Section
507(b) of the Bankruptcy Code.

                       About Waverly Garden

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Kirby Oaks filed for protection
from its creditors, it listed between $1 million and $10 million
each in assets and debts.


WEDGE ENERGY: Completes Sale of Asset, Settlement With Creditors
----------------------------------------------------------------
Wedge Energy International Inc. announced that the Company
recently completed the sale of its interest in the 3 Hills
property in Alberta.  The proceeds of the sale enabled WEG to
complete its settlement offer with its creditors.

The amount owed to 7 creditors was $391,463 which was settled with
$96,688 cash and the issuance of 651,798 common shares in the
Company.

On April 30, 2009, Wedge said it was not able to file its audited
annual financial statements, management's discussion and analysis
and related certifications for the fiscal year ended December 31,
2008, within the prescribed time.  On May 27, 2009, Wedge said it
would delay the filing of its interim financial statements,
management's discussion and analysis and related certifications
for the three month period ended March 31, 2009, beyond the filing
deadline of May 31, 2009.


WOODCREST CLUB: Asks Court's Go Signal for DIP Financing
--------------------------------------------------------
The Woodcrest Club, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of New York to obtain postpetition
secured financing from JB Holdings, Inc.

The DIP lenders have committed to provide up to $2.0 million,
converting to exit financing to run through November 2014.

Gerard R. Luckman, Esq., at The Woodcrest Club, Inc., the attorney
for the Debtors, explains that the Debtor needs the money to fund
its Chapter 11 case, pay suppliers and other parties, pursuant to
a budget.  A copy of the budget is available for free at:

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

The DIP facility will mature during the (i) closing date of a sale
of the Property of the Debtor; (ii) the conversion of the Debtor's
Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code;
(iii) the appointment of a trustee under Chapter 11 of the
Bankruptcy Code; (iv) the appointment of an examiner with expanded
powers under the Bankruptcy Code; (v) termination of the
Management Agreement; or (vi) 5 years.

The DIP facility will incur interest at 10% per annum.  In the
event of default, the management agreement will be terminated.

The Debtors' obligations under the DIP facility are secured by
substantially all of the Debtors' assets.

The Debtors covenant with the lenders to:

     (a) maintain at its own expense insurance with responsible
         and reputable insurance companies or associations in such
         amounts and covering the risks as is usually carried by
         companies engaged in similar businesses and owning
         similar properties in the same general areas in which
         the Debtor operates and satisfactory to the Lender, and
         maintain any other insurance or self-insurance required
         by Law or required by the Lender.  Each policy for
         liability insurance maintained by Debtor will (i) provide
         for losses to be paid on behalf of the Lender and Debtor
         as their interests may appear, and (ii) name the Lender
         as additional insured thereunder (without any
         representation or warranty by or obligation upon the
         Lender) as its interests may appear and have such other
         terms and conditions as may be requested by the Lender;

     (b) preserve and maintain its existence, legal structure,
         legal name, rights (charter and statutory), permits,
         licenses, approvals, privileges and franchises; and

     (c) provide the Lender with all information, reports,
         agreements and records regarding Debtor and/or the
         collateral as it may reasonably request, all of which
         will be presented in a form and manner reasonably
         satisfactory to the Lender.

No upfront, commitment fees or expenses will be paid by the
Debtor in connection with the DIP Loan, except for the Lender's
attorneys' fees and costs. The Lender has agreed to waive
customary fees.

A copy of the DIP financing agreement is available for free at:

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

Headquartered in Syosset, New York, The Woodcrest Club, Inc.,
operates storage units.  The Company filed for Chapter 11
bankruptcy protection on December 10, 2009 (Bankr. E.D. N.Y. Case
No. 09-79481).  Gerard R. Luckman, Esq., at SilvermanAcampora LLP
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities.


* S&P Keeps Negative Outlook for Lodging & Gaming Industry
----------------------------------------------------------
Standard & Poor's Equity Research has published semi-annual
surveys for several industries, including Alcoholic Beverages &
Tobacco, Household Durables, Lodging & Gaming, General Retailing,
Computers (Commercial Services and Consumer Services & the
Internet), Investment Services, Pharmaceuticals, and Household
Nondurables.

These industry surveys, which are about forty pages long and
written by S&P equity analysts, include sections on each
industry's current environment, an industry profile, industry
trends, how the industry operates, key industry ratios and
statistics, how to analyze a company in that industry, industry
references, and comparative company analysis.

Short excerpts from each of the industry surveys:

     (A) Alcoholic Beverages & Tobacco

S&P's outlook for the tobacco industry is positive, as competitive
pressures in the US cigarette market are contained and significant
federal and state excise tax hikes appear to be well absorbed by
consumers.  Despite an anticipated volume decline of 7% to 9%, S&P
believes that total industry operating profits for 2009 will rise
in the high single digits, due to positive pricing, major cost
restructuring, a reduction in marketing expenditures, and
consolidation.  Over the longer term, S&P expects domestic
cigarette consumption to decline 4% to 5% a year, acceleration
from recent declines of 3% to 4%.

Despite a weak housing market and high unemployment, and the
likely near-term effect of these two factors on disposable income,
S&P remains positive on the US alcoholic beverage industry, given
attractive demographics, longer-term trading-up activity, and
significant increases in brand investments by beverage companies.

     (B) Household Durables

S&P maintains a negative fundamental outlook on the home
furnishings sub-industry since it continues to experience weak
demand from lower customer spending, minimal pricing power, and
low net margins.  S&P thinks customers are fairly stretched due to
higher energy and healthcare costs, and a slowdown in home equity
cash-outs.  S&P believes higher unemployment also contributes to a
weaker spending outlook.

     (C) Lodging & Gaming

S&P's view for the hotel industry in 2010 is for a long period of
continued tough operating conditions, with oversupply becoming
more the story as demand somewhat recovers.  S&P thinks this will
likely lead to only a small uptick in industry occupancy rates
from severely depressed levels.  The continued growth in supply,
coupled with a continuing shift in hotel guests' preference for
cheaper rooms, will likely lead to hotel operators to lower rates,
pressuring revenue per available room.

Gaming fundamentals continue to be poor.  S&P expects the
industry's performance in 2009 and 2010 to be notably worse than
lodging's because gaming is more sensitive to consumer
discretionary spending.  Its largest markets, Las Vegas and
Atlantic City, are more severely impacted by higher levels of
supply in Las Vegas and increasing competition from gaming
expansion in neighboring states.

     (D) General Retailers

Retailers are weathering the economic downturn by keeping a close
watch on inventory and expenses. They are planning inventories
cautiously to minimize the markdown risk, particularly on more
discretionary-purchase items, and are rationalizing businesses to
lower costs.  They have closed underperforming stores,
consolidated operating divisions, laid off employees, eliminated
bonuses, and suspended matching contributions to employee 401 (k)
plans.  Retailers are also keeping a close watch on capital
expenditures to maintain healthy cash flow despite lackluster
sales.

     (E) Computers (Commercial Services)

S&P believes that many of the key players in the IT services arena
are relatively well-positioned to post revenue and earnings gains
when the economy pulls out of the current recession.  Due to a
large number of layoffs, S&P believes many companies will be
understaffed when the economy heats up again.  S&P believes the
outsourcers that have done the best job of controlling their own
cost structures throughout the current recession will be in the
best position to benefit.

     (F) Computers (Consumer Services)

Consumers have found the Internet to be a useful tool for
communicating, conducting research, and purchasing goods and
services, and many other purposes.  Corporations have found that,
although the Internet is challenging traditional business models,
it can offer significant advantages to those that fully embrace
it.  The Internet is still in a growth phase, fueled by increasing
availability of PCs and Internet access, but the pace of expansion
has moderated over the years.

     (G) Investment Services

Prominent trends affecting this industry include globalization,
structural change, and increased regulation.  Trends in investment
banking include a decrease in leverage, the decline of the big
buyout, and changes to the discount broker model.  Major
developments in asset management include the growing importance of
exchange traded funds (ETFs), a decline in private equity and
hedge fund activities, the flow of client assets towards large
management companies, changes in distribution channels, and
declines in funds' expense ratios.

     (H) Healthcare (Pharmaceuticals)

S&P believes the proposed healthcare reform initiatives now being
debated in Congress represent a mixed bag for the US
pharmaceutical industry.  The planned expansion of coverage for
uninsured Americans would significantly broaden the overall market
and increase the number of prescriptions written.  However, this
projected market expansion would come with new cost-containment
measures that are expected to result in more restrictive drug
formularies, constrained reimbursement, and widespread price
discounting.

     (I) Household Nondurables

Given the low rates of population growth and household formations
in the developed nations, it has become more difficult for
consumer product manufacturers to achieve significant sales gains.
In response, these companies are attempting to stimulate sales in
varying ways, such as entering new markets, creating new product
categories, adding new distribution channels, and acquiring (and
divesting) businesses. Companies are also undergoing
restructurings to cut costs and boost profit margins. Because of
these efforts, the industry should continue to consolidate, and
consumers will likely see more product choices at more points of
purchase.

Individuals can purchase Standard & Poor's Industry Surveys online
for immediate download at http://sandp.ecnext.com/Members of the
media can request a copy from marc_eiger@standardandpoors.com.

         About Standard & Poor's Equity Research Services

As the world's largest producer of independent equity research,
Standard & Poor's licenses its research to global institutions for
their investors and advisors. Standard & Poor's team of
experienced U.S., European and Asian equity analysts use a
fundamental, bottom-up approach to assess a global universe of
multi-asset class securities across industries worldwide.

                     About Standard & Poor's

Standard & Poor's Financial Services, LLC, a subsidiary of The
McGraw-Hill Companies (NYSE: MHP) --
http://www.standardandpoors.com/-- is the world's foremost
provider of independent credit ratings, indices, risk evaluation,
investment research and data.  With offices in 23 countries and
markets, Standard & Poor's is an essential part of the world's
financial infrastructure and has played a leading role for nearly
150 years in providing investors with the independent benchmarks
they need to feel more confident about their investment and
financial decisions.


* Thompson Hine Names Seven New Partners
----------------------------------------
Thompson Hine LLP has elected seven lawyers to the firm's
partnership effective January 1, 2010:

Bret F. Busacker is a member of the Employee Benefits & Executive
Compensation practice group.  He counsels clients regarding the
requirements applicable to their qualified retirement plans, non-
qualified deferred compensation plans, equity-based plans and
other benefits and compensation arrangements under ERISA,
applicable securities laws and other laws and regulations.  He
works closely with HR executives, boards and benefits committees,
advising them on fiduciary and governance matters and the legal
implications associated with the establishment and maintenance of
their benefit programs.  Busacker received his J.D. from The Ohio
State University, his M.B.A. from Washington State University and
his B.A. from Brigham Young University.  He is admitted to
practice in Ohio.

Jeremy M. Campana is a member of the Business Restructuring,
Creditors' Rights & Bankruptcy practice group.  He focuses his
practice on commercial debtors' and creditors' rights, bankruptcy
(primarily commercial chapter 11 cases), workouts, commercial
litigation, Uniform Commercial Code controversies and other
commercial law cases.  He received his J.D. from Rutgers School of
Law and his B.A. from the University of Rhode Island.  Campana is
admitted to practice before the state courts of Ohio, New Jersey
and Pennsylvania and before the United States District Courts for
the Northern and Southern Districts of Ohio, the Eastern District
of Michigan, the District of New Jersey and the Eastern and
Western Districts of Pennsylvania.

Jeffrey C. Metzcar is a member of the firm's Intellectual Property
practice group.  A registered patent attorney, he focuses on
patent litigation, patent application preparation and prosecution,
and patent validity and infringement studies.  Metzcar received
his J.D., magna cum laude, from Case Western Reserve University
and his B.S., summa cum laude, from the University of Dayton. He
is admitted to practice in Ohio, before the United States Court of
Appeals for the Federal Circuit and before the United States
Patent and Trademark Office.

Jennifer S. Roach is a member of the Competition, Antitrust &
White-Collar Crime practice group.  She focuses her practice on
dealer termination and unfair competition litigation, including
trade secret misappropriation, copyright infringement and
antitrust litigation, and advising on substantive intellectual
property, distribution, franchise, business tort and unfair
competition matters.  She received her J.D. from Northwestern
University and her A.B. from Duke University.  Roach is admitted
to practice in the state courts of Ohio, the United States
District Courts for the Northern and Southern Districts of Ohio
and before the United States Court of Appeals for the Sixth
Circuit.

Laura A. Ryan is the leader of the firm's Employee Benefits &
Executive Compensation practice group.  She focuses her practice
on the design, maintenance and termination of tax-qualified
retirement plans and trusts; analysis of employee benefit issues
in the context of corporate mergers and acquisitions; welfare plan
and flexible benefit plan administration and documentation; COBRA;
various aspects of executive compensation, including establishment
and maintenance of non-qualified deferred compensation plans; IRS
and Department of Labor plan audits; governmental reporting
obligations; compliance with ERISA fiduciary and prohibited
transaction rules; and corrective actions under regulatory relief
programs. Ryan received her J.D. from the University of Cincinnati
and her B.S. from Northern Kentucky University.  She is admitted
to practice in Ohio.

Andrew L. Turscak, Jr. is a member of the Business Restructuring,
Creditors' Rights & Bankruptcy practice group. He focuses his
practice on creditors' rights; bankruptcy (primarily chapter 11
reorganizations); workouts; Uniform Commercial Code controversies,
including secured transactions; and commercial litigation. Turscak
received his J.D., summa cum laude, from Cleveland-Marshall
College of Law and his B.A. from Youngstown State University.  He
is admitted to practice in the state courts of Ohio, the United
States District Courts for the Northern and Southern Districts of
Ohio and the U.S. Court of Appeals for the Sixth Circuit.

Audra J. Zarlenga is a member of the firm's Construction practice
group. For several years, she has devoted her practice to the
representation of owners, architects, engineers, general
contractors, construction managers, developers and subcontractors.
She is involved with the litigation, arbitration and mediation of
commercial construction disputes on both private and public
projects.  She also assists design professionals and contractors
with state and local licensing compliance requirements, provides
litigation prevention counseling and routinely advises clients on
bidding, mechanics' liens, bond, contract and claim
avoidance/preservation issues.  Zarlenga received her J.D. from
Cleveland-Marshall College of Law and her B.A. from the University
of Cincinnati. She is admitted to practice in the state courts of
Ohio and the United States District Courts for the Northern and
Southern Districts of Ohio.

                    About Thompson Hine LLP

Established in 1911, Thompson Hine -- http://www.ThompsonHine.com/
-- is a business law firm dedicated to providing superior client
service.  The firm has been recognized as one of the Best
Corporate Law Firms in America (in an annual survey of corporate
directors conducted by Corporate Board Member magazine).  With
approximately 400 lawyers, Thompson Hine serves premier businesses
worldwide. The firm has offices in Atlanta, Brussels, Cincinnati,
Cleveland, Columbus, Dayton, New York and Washington, D.C.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 27-29, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Distressed Investing Conference, Bellagio, Las Vegas
        Contact: http://www.turnaround.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

April 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York, NY
        Contact: http://www.turnaround.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

October 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: December 6, 2009



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***