TCR_Public/091228.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 28, 2009, Vol. 13, No. 357

                            Headlines


1031 TAX GROUP: Ends Fight with Dreier Over $3.4-Mil. Tab
15375 MEMORIAL: 3rd Circuit Upholds Dismissal as Litigation Tactic
A-1 BRICK SAND: Case Summary & 20 Largest Unsecured Creditors
ABODE MORTGAGE: Mulls Sale of Mortgage Origination Business
ACCURIDE CORP: Sends Plan to Creditors for Voting

ADSS INC: Case Summary & 20 Largest Unsecured Creditors
AGY HOLDING: S&P Junks Corporate Credit Rating From 'B'
AIRTRAN HOLDINGS: Moody's Raises Corporate Family Rating to 'Caa1'
ALTAIR NANOTECHNOLOGIES: Receives NASDAQ Non-Compliance Notice
ALVIN LEON HERRICK: Case Summary & 5 Largest Unsecured Creditors

AMC ENTERTAINMENT: Bank Debt Trades at 6% Off in Secondary Market
AMERICAN BUSINESS: Settled Lawsuit Against Blank Rome
AMERICAN INTERNATIONAL: Pay Increase for Executive Permitted
AMERICAN TONERSERV: Inks Amendment to MTS Partners Agreements
AMSCAN HOLDINGS: S&P Changes Outlook to Stable, Keeps 'B' Rating

ARAMARK CORP: Bank Debt Trades at 6.05% Off in Secondary Market
ARVINMERITOR INC: Fitch Drops Neg. Watch as LVS Unit Divested
ASARCO LLC: Barclays Seeks $9.2 Million Discretionary Fee
ASARCO LLC: Castlerigg Master Buys Claims
AUBREY MEADE: Case Summary & 20 Largest Unsecured Creditors

AVIS BUDGET: Bank Debt Trades at 3.48% Off in Secondary Market
BALLY TOTAL: Ernst & Young Charged for Accounting Violations
BARRINGTON FINDLATER: Case Summary & 20 Largest Unsec. Creditors
BAYOU GROUP: Wins Confirmation of Liquidating Plan
BEARINGPOINT INC: Court Enters Order Confirming Plan

BLACK GAMING: To File for Chapter 11 with Pre-Negotiated Plan
BRANDON BARBER: Filed for Chapter 7 Bankruptcy Protection
BRISAR HOLDINGS: Has $1.8 Mil. Offer for Philadelphia Property
BROCK TUCY: Files Schedules of Assets & Liabilities
BROCK TUCY: Sec. 341 Creditors Meeting Set for Jan. 13

BROCK TUCY: Taps Norman Novinsky as Bankruptcy Counsel
CANOPY FINANCIAL: To Auction Assets on January 25
CANWEST MEDIA: S&P Withdraws 'D' Long-Term Corporate Credit Rating
CAPE FEAR: Court Confirms Plan of Liquidation
CAPMARK FINANCIAL: Has Nod to Tap JR Myriad as Real Estate Advisor

CAPMARK FINANCIAL: Panel Gets Nod to Hire Bayard as Del. Counsel
CAPMARK FINANCIAL: Panel Has Nod for Alvarez as Fin'l Advisor
CAPROCK REAL ESTATE: Voluntary Chapter 11 Case Summary
CAPROCK WINE: Case Summary & 20 Largest Unsecured Creditors
CARBONICS CAPITAL: Net Loss Down to $90,700 in Q3 2009

CASCADE BANCORP: Gets Non-Compliance Notice, Drops Stock Offering
CASCADE GRAIN: Sells Plants to JH Kelly for $15 Million
CCT COMMUNICATIONS: Small Debtor's Chapter 11 Case Dismissed
CELL THERAPEUTICS: Files Amendment to Registration Statement
CHARLES ALESCIO: Case Summary & 20 Largest Unsecured Creditors

CHARLES LEE ROSE: Case Summary & 20 Largest Unsecured Creditors
CHATSWORTH INDUSTRIAL: Case Summary & 3 Largest Unsec. Creditors
CHEM RX: Moody's Downgrades Corporate Family Rating to 'Caa3'
CHEMTURA CORP: Deadline to Decide on Lyondell Lease Extended
CHEMTURA CORP: SK Capital Offering $45-Mil. for PVC Additives

CHEMTURA CORP: States Dispute Bankr. Court Jurisdiction on Suit
CHEMTURA CORP: Stay Modified to Allow USW to Pursue Suit
CHICAGO H&S: No Attorney's Lien on Interpleaded Funds
CHINA LOGISTICS: Earns $240,000 in Q3 2009; Sales Decrease 55%
CHRYSLER LLC: New Chrysler May Need to Cut More Dealerships

CHRYSLER LLC: New Chrysler to Invest in Michigan Plant
CITADEL BROADCASTING: Bank Debt Trades at 27% Off
CITIGROUP INC: Files Prospectus Supplement on 5.4MM Shares Sale
CITIGROUP INC: Offers 4 Series of Securities; Files Docs with SEC
CITIGROUP INC: Issues 6 Series of Securities; Files Docs With SEC

CITIGROUP INC: Moody's Assigns 'Ba1' Rating on Amortizing Notes
CLEAR CHANNEL: Unit to Raise $2.5 Billion in 2017 Notes Offering
CLEAR CHANNEL: Bank Debt Trades at 19% Off in Secondary Market
CMC LLC: Case Summary & Largest Unsecured Creditor
COINMACH SERVICE: Moody's Reviews Long-Term Debt Ratings

COMPTON PETROLEUM: S&P Gives Stable Outlook, Affirms 'B' Rating
COOPER-STANDARD: To File Plan by Jan. 2010; Discloses Projections
COREL CORP: To Hold Shareholders' Meeting on Vector Capital Deal
COVENANT OF SOUTH HILLS: Residents Want Concordia to Own Community
COYOTES HOCKEY: Reworked Lease Deal Won't Affect Present Deal

CR GAS STORAGE: Bank Debt Trades at 6.5% Off in Secondary Market
DAKSHIDIN CORP: Seeks to Cure Delinquency in RESTEC Agreement
DANA HOLDING: Extends Chairman Devine's Contract Through 2010
DANA HOLDING: Well Positioned for the Future, Management Says
DEAN FOODS: Moody's Reviews Corporate Family Rating at 'B1'

DECODE GENETICS: Files Schedules of Assets and Liabilities
DEL MONTE: Bank Debt Trades at 1.17% Off in Secondary Market
DESERT SPRINGS: Case Summary & 3 Largest Unsecured Creditors
DETROIT PUBLIC: Launched $500,000 Ad Campaign to Keep Operating
DEVELOCAP INC: Earns $72,544 in Q3 2009

DIAL-A-MATTRESS: Court Approves Plan of Liquidation
DOLLAR GENERAL: Bank Debt Trades at 5% Off in Secondary Market
DOLPHIN DIGITAL: September 30 Balance Sheet Upside-Down by $1.8MM
DREIER LLP: Settles Fee Dispute with 1031 Tax Group
EDDIE BAUER: Unsec. Creditors May Recover as Low as 1%

EDDIE BAUER: Unsecured Creditors May Recover as Low as 1%
ELECTRO-MECHANICAL: Fed. Circ. Reduces Damages in Patent Case
ENSURGE INC: Creditors Convert Over $1.9 Mil. in Debt Into Equity
ERICKSON RETIREMENT: Court Grants Final Approval for $20MM Loans
ERICKSON RETIREMENT: Has Final Approval for Cash Collateral Use

ERICKSON RETIREMENT: Lenders' Examiner Plea to Be Heard Jan. 13
ERICKSON RETIREMENT: Proposes to Continue Insurance Programs
ERICKSON RETIREMENT: Redwood's $365MM Wins Auction for Assets
ESCADA AG: Mittal Family Also Buying U.S. Assets
ESCADA AG: U.S. Unit Has Court Nod for Follick as Customs Counsel

ETERNAL ENERGY: Reports $3.46 Million Net Loss in Q3 2009
FAIRPOINT COMMS: Bank Debt Trades at 22.25% Off
FAIRPOINT COMMS: Gets Final Nod for E&Y as Independent Auditor
FAIRPOINT COMMS: Schedules Filing Extended to January 18
FAIRPOINT COMMS: Wants Maine PUC to Comply With Stay Order

FIRST REGIONAL: Receives Non-Compliance Notice From Nasdaq
FIRSTFED FINANCIAL: Files November 2009 Monthly Financial Data
FIRSTFED FINANCIAL: Officers Step Down After FDIC Takeover
FLYING J: Court OKs $103.5MM Sale of Subsidiaries to El Paso
FORD MOTOR: Settles Commercial Terms to Volvo's Sale to Geely

FPL ENERGY: S&P Assigns Negative Outlook, Affirms 'BB-' Rating
GENERAL MOTORS: New GM Leadership Changes to Hike Accountability
GENERAL MOTORS: New GM to Invest $336MM to Build Electric Cars
GENERAL MOTORS: SAAB Sells Certain Assets to BAIC; Sales Talk On
GENERATION BRANDS: Gets Court OK of $20MM DIP Financing Agreement

GOLDSPRING INC: Obtains $4,500,000 Loan From Winfield, et al.
GRAHAM PACKAGING: Bank Debt Trades at 2% Off in Secondary Market
GRAPHIC PACKAGING: Bank Debt Trades at 4.28% Off
GREAT SMOKY: Case Summary & 20 Largest Unsecured Creditors

GREDE FOUNDRIES: Revstone Acquires Assets and Keeps Employees
GRUBB & ELLIS: AGA U.S. Realty Fund Pays Dividend
HARRAH'S OPERATING: Bank Debt Trades at 1% Off in Secondary Market
HAWKEYE RENEWABLES: Case Summary & 30 Largest Unsecured Creditors
HAYES LEMMERZ: S&P Assigns 'B-' Corporate to Emerged Company

HEALTHSOUTH CORP: Bank Debt Trades at 5.5% Off in Secondary Market
HELLER EHRMAN: Files Schedules of Assets and Liabilities
HERBST GAMING: Set to Reopen Buffalo Bill's Following Maintenance
HERCULES CHEMICAL: Bankruptcy Court Confirms Plan
HERCULES CHEMICAL: To Create Fund for Asbestos Claims Under Plan

HILLCREST VALERO: Voluntary Chapter 11 Case Summary
HOLDER HOSPITALITY: Mortgage Holder Buys Silver Club for $2.5 Mil.
HYPERMED: Files for Bankruptcy and Stops Operations
IDEARC INC: Bank Debt Trades at 48.25% Off in Secondary Market
IMPERIAL CAPITAL: Holding Company Now in Chapter 11

IMPLANT SCIENCES: In Talks with DMRJ Following Payment Defaults
INDEPENDENT BANK: Receives Non-Compliance Notice From Nasdaq
INSIGNIA SOLUTIONS: U.K. High Court OKs Scheme; Becomes ASI Unit
INTERSTATE HOTELS: Coliseum Discloses 11.6% Equity Stake
INTERSTATE HOTELS: Amends Tax Benefit Preservation Plan

INTERSTATE HOTELS: BofA-Led Lenders Consent to Merger
INTERSTATE HOTELS: Columbia Unit's Lender Consents to Merger
INTERSTATE HOTELS: S&P Affirms 'CCC+' Corporate Credit Rating
INTERSTATE HOTELS: Thayer & Jin Jiang Tie-up to Acquire Business
ION MEDIA: Emerged after Circuit Court Dissolved Temporary Stay

ISCO INT'L: First Amended Plan Declared Effective on Dec. 23
KEET STEEL: Sec. 341 Creditors Meeting Set for Dec. 29
KIEBLER SLIPPERY: Court Extends Plan Filing Until January 23
KIMMEL & ASSOCIATES: Files for Bankruptcy to Reorganize
KLCG PROPERTY: Hires Garden City Group as Claims Agent

KLCG PROPERTY: Taps von Briesen as Bankruptcy Co-Counsel
KLCG PROPERTY: Wants Steven Nerger as Chief Restructuring Officer
KLCG PROPERTY: Wants to Employ Young Conaway as Bankr. Counsel
KV PHARMACEUTICAL: To Continue Trading on NYSE Until March 31
L-1 IDENTITY: Moody's Affirms Corporate Family Rating at 'B2'

LATHAM INTERNATIONAL: Plan Confirmation Hearing on Jan. 21
LATHAM INTERNATIONAL: Case Summary & 35 Largest Unsec. Creditors
LAUREATE EDUCATION: Bank Debt Trades at 11.42% Off
LAZY DAYS: Completes Restructuring; Wayzata Became New Owner
LEHMAN BROTHERS: LB Somerset Files for Chapter 11

LEVEL 3 COMMS: Bank Debt Trades at 10.25% Off in Secondary Market
LIQUIDMETAL TECHNOLOGIES: Earns $969,000 in Q3 2009
LUCKEY INDUSTRIAL: Case Summary & 4 Largest Unsecured Creditors
LYONDELL CHEMICAL: Has Substantial Creditor Support for Plan
MACC PRIVATE: Receives Non-Compliance Notice From Nasdaq

MAGNA ENTERTAINMENT: Files Seventeenth Default Status Report
MAGUIRE PROPERTIES: CA Capital Ceases to Be 5% Shareholder
MANUEL GENE: Files Schedules of Assets & Liabilities
MANUEL GENE: List of Seven Largest Unsecured Creditors
MANUEL GENE: Sec. 341 Creditors Meeting Set for Jan. 19

MANUEL GENE: Taps Warnock MacKinlay as Bankruptcy Counsel
MAPCO EXPRESS: Moody's Affirms Corporate Family Rating at 'B3'
MARTY SHOES: U.S. Trustee Wants Case Converted to Chapter 7
MATRIX DEVELOPMENT: Delays Pay Refunds to Hillside Residents
MCCLATCHY CO: Board Approves Stock Awards to 4 Executives

MCCLATCHY CO: Clarifies Retirement Plan's Exposure in Westridge
MCCLATCHY CO: Seeks Lenders' OK to Incur $875 Mil. of Secured Debt
MERCER INTERNATIONAL: Moody's Changes Default Rating to 'Caa1/LD'
METROMEDIA INT'L: Challenge to Special Litigation Committee Nixed
MICHAELS STORES: Bank Debt Trades at 10.28% Off

MISCOR GROUP: Sells AMP Montreal Biz to Novatech for $1.5MM
MORTGAGEBROKERS.COM: Earns $741,630 in Q3 2009
MUZAK HOLDINGS: Gets Court Nod for $108.7 Million Exit Financing
M.W. SEWALL: Action to Enforce Guaranty Sent to Bankr. Court
NANOPHASE TECH: Granted 180-Day Grace Period to Regain Compliance

NATIONAL HOME: Inability to Reach Deal Prompts Chapter 11
NAVISTAR INT'L: Reports $320 Million Net Income for Fiscal 2009
NEIMAN MARCUS: Bank Debt Trades at 10% Off in Secondary Market
NEW GENERATION BIOFUELS: Receives Nasdaq Noncompliance Notice
NEXCEN BRANDS: Amends Employment Agreement with CFO Mark Stanko

NEXCEN BRANDS: Amends Employment Deal with Gen. Counsel Sue Nam
NEXTMEDIA GROUP: Case Summary & 30 Largest Unsecured Creditors
NICHOLAS DELEO: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Genband Offers $282MM for VOIP Business
NORTHFIELD FOOD: Files for Bankruptcy to Keep Operating

NOWAUTO GROUP: Files Amendments to Financial Reports
OLD TIME POTTERY: Will Remain Open, Gets New Lease from Landlord
ONE COMMUNICATIONS: Moody's Cuts Corporate Family Rating to 'B3'
OPTIMA HVAC: Files for Chapter 11 Bankruptcy in Florida
OPTIMA HVAC: Case Summary & 20 Largest Unsecured Creditors

PANOLAM INDUSTRIES: Emerges from Chapter 11 Bankruptcy
PARLUX FRAGRANCES: Issues Warrants to Artistic Brands
PAUL REINHART: Court Further Extends Plan Filing Until Jan. 15
PENN TRAFFIC: Bid Deadlines for 79 Stores Moved to January 21
PENN TRAFFIC: Pushes to Sell Stores to Price Chopper for $54 Mil.

PHILADELPHIA NEWSPAPERS: Fee Fight Mounting
PHOENIX EQ HOLDING: Has $28 Million in Liabilities
PLAINFIELD APARTMENTS: Court Lifts Automatic Stay for Lien Sales
PLASSEIN INT'L: 3rd Circuit Protects Selling Shareholders in LBO
PMA CAPITAL: Fitch Affirms Senior Debt Rating at 'BB+'

PMC MARKETING: Critical Vendor Payments Upheld
PMI MORTGAGE: S&P Downgrades Ratings to 'B+' From 'BB'
PNG VENTURES: Wants Chapter 11 Plan Filing Extended Until April 7
PRESSTEK INC: Lenders Extend Forbearance Through March 31
PTC ALLIANCE: Black Diamond Funds Bought Assets Out of Ch. 11

PUREDEPTH INC: Files Redacted Copy of SANYO License Deal
QUEST MINERALS: Posts $2.36 Million Loss in Q3 2009
QWEST COMMUNICATIONS: S&P Assigns 'BB' Rating on $1.035 Bil. Loan
RADLAX GATEWAY: Has Until March 15 to Propose a Chapter 11 Plan
RAINTREE HEALTHCARE: Bankr. Tolled Appeal Time in Texas Suit

REFCO INC: 2nd Circ. Asks NY Court to Mull Refco Trustee Claims
REFCO INC: Plan Administrators' Objection Deadline Moved to June 7
REFCO INC: Togut Obtains Reduced Commission of $9.1 Million
REFCO INC: Togut Wants to Dispose Of Records in Storage
REGAL CINEMAS: Bank Debt Trades at Less Than 1% Off

REGENT COMMUNICATIONS: Receives Nasdaq Delisting Notice
RENAISSANT LAFAYETTE: Files for Chapter 11 Bankruptcy
RENEW ENERGY: ALL Fuels Wants to Reconsider Sale Order
RENEW ENERGY: ALL Fuels Wants Valero Sale Revisited
RESOURCE ENERGY: Discovery from LLC Members Not Stay Violation

REXAIR LLC: Moody's Assigns 'B1' Rating on $72 Mil. Facilities
RITE AID: Bank Debt Trades at 12.85% Off in Secondary Market
ROPER BROTHERS: Seeks Court OK for 6-Week Sale of Inventory
ROPER BROTHERS: Wants Schedules Filing Deadline on Jan. 20
ROPER BROTHERS: Hires Kurtzman Carson as Claims Agent

ROPER BROTHERS: Sec. 341 Creditors Meeting Set for Jan. 25
ROTHSTEIN ROSENFELDT: Disburse Loans to Certain Employees
SAIA INC: Has Deal to Sell Common Stock, Modify Debt Agreements
SANMINA-SCI CORPORATION: Moody's Affirms 'B1' Corp. Family Rating
SENTRY SELECT: TSE to Delist Real Estate Fund's Class A Units

SEQUENOM INC: Appoints Buechler and Pendarvis as Directors
SEQUENOM INC: Has Deal with Stockholders on SensiGen Acquisition
SEVERN BANCORP: To Suspend Fourth Quarter Common Stock Dividend
SIMMONS BEDDING: Assets Shopped to Chinese Investors
SIX FLAGS: Bankruptcy Judge Okays Plan for Voting

SIX FLAGS: Court OKs Exit Financing Terms After Fees Lowered
SIX FLAGS: Gets Nod for Backstop Commitment Agreement
SJ LAND: Court Dismisses Chapter 11 Case; Spyksmas to Pay $1MM
SKINNY NUTRITIONAL: Reports $1.5 Million Net Loss in Q3 2009
SMURFIT-STONE: CEO and Chairman to Retire After Ch. 11 Emergence

SONNY ASTANI: Files for Chapter 11 Bankruptcy
SOUTHWEST SPORTS CENTER: Voluntary Chapter 11 Case Summary
SPANSION INC: Elpida Rumored to Buy Wireless Chip Unit
SPARE BACKUP: Incurs $3.19 Million Net Loss in Q3 2009
STARFIRE SYSTEMS: Has Until April 30 to Vacate NYSERDA Property

SUPERIOR WELL: Lenders Revise EBITDA Covenant, Slash Loan Amount
SWIFT TRANSPORTATION: Bank Debt Trades at 9.27% Off
TARGA RESOURCES: Bank Debt Trades at 1.27% Off in Secondary Market
TAVERN ON THE GREEN: Dec. 30 Hearing on Proposed FF&E Auction
TEAMSTAFF INC: Receives Deficiency Notice From Nasdaq

TEKENA USA: Recently Formed LLC's Chapter 11 Case Dismissed
TETON ENERGY: Files Amended Chapter 11 Plan & Disclosure Statement
TETON ENERGY: Caerus Oil Wins Auction; Plan Hearing on January 8
TETON ENERGY: Nasdaq to Delist Common Stock Effective Dec. 28
TITAN INTERNATIONAL: S&P Gives Negative Outlook; Keeps 'B+' Rating

TLC VISION: Gets Court Approval to Use $7.5 Mil. DIP Loan
TLC VISION: Canadian Court Recognizes "First Day" Orders
TLC VISION: Has Temporary $7.5 Million Loan Approval
TLC VISION: TSE to Delist Common Shares on January 21
TOUSA INC: To Auction Off Florida Assets on Jan. 22

TRAILER BRIDGE: Moody's Retains 'B3' Corporate Family Rating
TRIANGLE PETROLEUM: Earns $81,155 in Q3 2009
TRIANGLE TRANSPORT: Court Approves Sale of Assets to Insiders
TRIBUNE CO: Tribune Broadcasting Names Kersting as COO
TRINITY SWB: Case Summary & 10 Largest Unsecured Creditors

TRIPLE CROWN MEDIA: GAMCO & Teton Advisors Report 2.91% Stake
TRITON FINANCIAL: SEC Slaps Securities Fraud Charges
TRONOX INC: Huntsman Confirms Cancellation of Assets Sale
TRONOX INC: Has Interim Approval for DIP Replacement Agreement
TRONOX INC: Has OK for Stand-Alone Plan Deals; Auction Cancelled

TRONOX INC: Parties Raise Issues on Plan Support Deals
TVIA INC: Court Confirms Stockholders' Plan
TXCO RESOURCES: Plan Confirmation Set for January 25
UTSTARCOM INC: Has $140MM Sale-Leaseback Deal for Hangzhou Plant
UTSTARCOM INC: Names Kenneth Luk as SVP and CFO

VILLAGE VOICE: Bay Guardian Wins Collection Rights Action
VISTA PROPERTIES: Corus Forecloses on Lansbrook Village Condos
VISTEON CORP: IBM Wants Lift Stay to Scrap IT Agreement
VISTEON CORP: Panel Wants to Conduct Rule 2004 Exam on Ford
VITESSE SEMICONDUCTOR: Posts $194-Mil. Net Loss for Fiscal 2009

WARWICK PROPERTIES: FTC Wants to Recover $17 Million Judgment
WATERSIDE CAPITAL: Receives NASDAQ Delisting Determination Notice
WEGENER FOUNDATION: Case Summary & 3 Largest Unsecured Creditors
WEST CORP: Bank Debt Trades at 7% Off in Secondary Market
WEST CORP: Bank Debt Trades at 5.15% Off in Secondary Market

WILLIAM HAINES: Sec. 341 Creditors Meeting Set for Feb. 1
WILLIAM HAINES: Taps Anthony DeGirolamo as Bankruptcy Counsel
WVF ACQUISITION: Net Provider Fined $50,000 for Stay Violation
YOUNG BROADCASTING: Bank Debt Trades at 29.21% Off
YRC WORLDWIDE: Teamsters Call on Regulators to Probe Underwriters

ZALE CORP: Hires Rothschild for Advisory Services

* Energy, Financials May Lead Rebound in Takeovers, Survey Shows
* FDIC May Speed Up Bank Shutdowns, Jeffrey Reisner Says
* More Bailed-Out Community Banks Failing to Pay U.S. Dividends
* Ponzi Probe Ensnares Indiana Businessman

* Keating Muething & Klekamp Attys. in Top 5% of Lawyers in Ohio
* NachmanHaysBrownstein's Dallas Office Relocated

* BOND PRICING -- For Week From December 21 to 25, 2009

                            *********

1031 TAX GROUP: Ends Fight with Dreier Over $3.4-Mil. Tab
---------------------------------------------------------
The Chapter 11 trustees and committees of unsecured creditors for
Dreier LLP and the 1031 Tax Group LLC have resolved a dispute over
the $3.35 million that the defunct law firm charged the management
firm for its services.

1031 Tax Group collapsed into bankruptcy in 2007 due to
allegations of fraudulent activities and misappropriation of funds
by principal Edward Okun.  Dreier LLP was counsel to the 1031 Tax
Group before a Chapter 11 trustee was appointed.  It sought an
award of professional fees in the amount of $3,349,187, and
reimbursement of expenses in the amount of $345,075.

Gerald A. McHale, Jr., Chapter 11 trustee of 1031 Tax Group, has
been investigating whether potential causes of action, including,
but not limited to, malpractice and breach of fiduciary duty,
exist against, among other firms, Dreier and certain of its
partners, in their role as the 1031 Debtors' counsel.

In Dreier's Chapter 11 case, Mr. McHale filed a proof of claim in
an amount not less than $10,000,000 based on the Affirmative
Claims and the Dreier Fee Objection.  Sheila M. Gowan, the Dreier
Chapter 11 trustee, disputes the amount and validity of the 1031
Proof of Claim.

The Settlement Agreement disposes of all issues regarding Dreier
fees and expenses and all potential affirmative claims against
Dreier which may be held by the 1031 Debtors and/or the 1031
Committee, as well as the proof of claim filed by the 1031 Debtors
in the Dreier LLP chapter 11 case.  Under the settlement, Dreier
will subordinate all of its fees to all other creditors of the
1031 Estates. The 1031 Trustee and the 1031 Committee will waive
and release any potential affirmative claims against Dreier, the
Dreier Trustee and the Dreier Committee, and will withdraw the
1031 Proof of Claim.

                       About 1031 Tax Group

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

The Company and 15 of its affiliates filed for Chapter 11
protection on May 14, 2007 (Bankr. S.D.N.Y. Lead Case No. 07-
11448).  Gerard A. McHale, Jr., was appointed Chapter 11 trustee.  
Jonathan L. Flaxer, Esq., and David J. Eisenman,
Esq., at Golenbock Eiseman Assor Bell & Peskoe LLP, represent the
Chapter 11 trustee.  Kurtzman Carson Consultants LLC acts as
claims and notice agent.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.

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

                         About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
<http://www.dreierllp.com/>http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
before the U.S. District Court for the Southern District of New
York (Manhattan) (Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr.
S.D.N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).


15375 MEMORIAL: 3rd Circuit Upholds Dismissal as Litigation Tactic
------------------------------------------------------------------
The 3rd Circuit in Philadelphia upheld the dismissal by the
District Court of the Chapter 11 case of 15375 Memorial Corp.  A
major creditor group asked the U.S. Bankruptcy Court for the
District of Delaware to dismiss the Chapter 11 case on grounds
that the petition was not filed on good faith.  The Bankruptcy
Court denied the request but the District Court reversed the
ruling on appeal.  On the next appeal, the 3rd Circuit upheld the
dismissal, saying that the Chapter 11 filing did "not serve the
valid bankruptcy purposes of preserving a going concern or
maximizing the values of the debtors' estates."  The 3rd Circuit
also concluded that bankruptcy was a "litigation tactic to avoid"
liability in a lawsuit nearing trial.  Bepco LP v. Global Santa Fe
Corp. (In re 15375 Memorial Corp.), 09-1391, 3rd U.S. Circuit
Court of Appeals (Philadelphia).

15375 Memorial Corporation together with affiliate Santa Fe
Minerals, Inc. filed for Chapter 11 on Aug. 16, 2006 (Bankr. D.
Del. Case No. 06-10859).  15375 Memorial's petition listed
$100,000 to $500,000 in assets and more than $100 million in
debts.


A-1 BRICK SAND: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: A-1 Brick, Sand & Mortar, Inc.
        P.O. Box 510
        Alabaster, AL 35007

Bankruptcy Case No.: 09-07454

Chapter 11 Petition Date: December 23, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Birmingham)

Judge: Thomas B. Bennett

Debtor's Counsel: Steven D. Altmann, Esq.
                  Najjar Denaburg, P.C.
                  2125 Morris Avenue
                  Birmingham, AL 35203
                  Tel: (205) 250-8466
                  Email: saltmann@najjar.com

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

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

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

         <http://bankrupt.com/misc/alnb09-07454.pdf>http://bankrupt.com/misc/alnb09-07454.pdf

The petition was signed by Janice Clark, vice president of the
Company.


ABODE MORTGAGE: Mulls Sale of Mortgage Origination Business
-----------------------------------------------------------
Abode Mortgage Holdings Corp. has signed a non-binding Letter of
Intent with a prospective purchaser for the purchase of its
wholly-owned subsidiary, Abode Mortgage Corporation.  AMC ceased
operations on November 30, 2009.  The terms of the proposed
transaction contemplate the sale of AMC to a Toronto-based
financial institution in return for a payment to AMC to satisfy
immediate working capital requirements, payments to the Company on
or before closing to pay out the Company's secured creditor and to
cover Company expenses and further payments to the Company over
the next 3 years based on a percentage of AMC's cumulative pre-tax
profits.

The transaction is conditional on a number of matters, including
the parties signing a binding share sale agreement, the proposed
purchaser being satisfied with AMC's Approved Lender status with
mortgage default insurers, obtaining Company shareholder and board
approval, obtaining TSX Venture Exchange approval, and arriving at
a satisfactory wind down arrangement with AMC's financier.

                             Default

As reported by the Troubled Company Reporter-Europe on
December 23, 2009, AMC filed a Notice of Default pursuant to
National Policy 12-203 Cease Trade Orders for Continuous
Disclosure Defaults in respect of the Company's anticipated
inability to file its annual audited financial statements for the
year ended August 31, 2009, by the deadline of December 29, 2009
as required by National Instrument 51-102 Continuous Disclosure
Obligations.  In connection with the Company's anticipated
inability to file the Annual Financial Statements on time, the
Company has applied to applicable Canadian securities regulators
requesting that a management cease trade order (which restricts
trading in the Company's securities by the Company's insiders) be
issued as opposed to an issuer cease trade order (which restricts
all trading in the Company's securities).

The Company is not currently subject to any insolvency
proceedings.

                About Abode Mortgage Holdings Corp.

Abode Mortgage Holdings Corp. is a public company trading on the
TSX Venture Exchange under the symbol ABD.


ACCURIDE CORP: Sends Plan to Creditors for Voting
-------------------------------------------------
The Bankruptcy Court has approved Accuride Corp.'s latest
disclosure statement and put the its Chapter 11 plan of
reorganization to creditors for a vote.  Ballots are due
January 29.

The Disclosure Statement was approved after Accuride agreed to
include mention of the Official Committee of Equity Holders'
opposition to the Plan.  The Equity Committee does not support
confirmation of the Plan because it believes, among other things,
that the Debtors have undervalued the Debtors and are depriving
current equity holders of value.

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

Additional terms of the Plan are:

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

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

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

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

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

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

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

Accuride will present the Plan for confirmation on February 10,
2010 at 10 a.m. prevailing Eastern Time.  Objections are due
January 29.

A copy of the Third Amended Plan is available at no charge at:

        <http://bankrupt.com/misc/Accuride_3rd_Plan.pdf>http://bankrupt.com/misc/Accuride_3rd_Plan.pdf

A copy of the Third Amended Disclosure Statement is available at
no charge at:

        <http://bankrupt.com/misc/Accuride_3rd_DS.pdf>http://bankrupt.com/misc/Accuride_3rd_DS.pdf

                         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.


ADSS INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: ADSS, Inc.
        722 Church Street
        Huntsville, AL 35801

Bankruptcy Case No.: 09-85202

Chapter 11 Petition Date: December 23, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Kevin D. Heard, Esq.
                  Heard Ary, LLC
                  307 Clinton Ave. W., Ste 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  Email: kheard@heardlaw.com

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

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

According to the schedules, the Company has assets of $2,378,807
and total debts of $2,664,554.

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/alnb09-85202.pdf>http://bankrupt.com/misc/alnb09-85202.pdf

The petition was signed by Mike Marona, secretary of the Company.


AGY HOLDING: S&P Junks Corporate Credit Rating From 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on AGY
Holding Corp., including its corporate credit rating to 'CCC+'
from 'B'.  S&P removed the ratings from CreditWatch with negative
implications, where they were placed on Aug. 14, 2009, to reflect
the weakening operating performance of the company.  The outlook
is negative.
      
"The downgrade follows S&P's ongoing concern on operating
performance, including S&P's expectation for very weak credit
metrics for 2009, weak liquidity relative to interest payments and
operating requirements in 2010, and integration concerns related
to the large $72 million acquisition -- with a $20 million cash
component -- of AGY Hong Kong Ltd.," said Standard & Poor's credit
analyst Paul Kurias.
     
As of Sept. 30, 2009, the company had unrestricted cash balances
of $0.5 million and about $20 million available under its
$40 million revolving credit facility maturing in October 2011.
     
Free cash flow generation has been meaningfully negative in the
first three quarters of 2009, mainly because of negative EBITDA of
$6 million in the second quarter and negative $1.8 million in the
third quarter.  The third quarter EBITDA is an improvement over
the second quarter.  But there is uncertainty on the timing and
extent of improvement in earnings and cash flow generation,
despite indications that the ongoing economic recovery could
contribute to an increase in volumes, and despite S&P's
expectations that earnings and cash flow will benefit from the
aggressive restructuring efforts by management.
     
S&P is concerned that earnings and cash flow generation will not
improve sufficiently and in a timely manner so that available
liquidity could decline and be insufficient to meet requirements
including more than $20 million in interest payments in 2010.


AIRTRAN HOLDINGS: Moody's Raises Corporate Family Rating to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service raised its ratings of AirTran Holdings,
Inc.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also affirmed the Caa3 rating on the
Convertible Senior Unsecured Notes due 2023, the SGL-3 Speculative
Grade Liquidity rating and the B1, Caa1 and Caa2 ratings on each
of the Class A, Class B, and Class C tranches, respectively of
AirTran's 1999-1 Enhanced Equipment Trust Certificates.  Moody's
changed the outlook to positive.  

"The upgrade of the corporate family and probability of default
ratings reflects Moody's belief that AirTran's ability to achieve
profitability in each of the first three quarters of 2009
indicates a lower probability of default than that implied by the
Caa2 rating category," said Moody's Senior Analyst, Jonathan Root.  
Industry leading unit costs, both with and without fuel and a high
focus on ancillary fee revenues have helped the company weather
the challenging environment of 2009, leading to meaningfully
stronger credit metrics compared to December 31, 2008.  EBIT to
Interest of 1.7 times and Debt to EBITDA of 6.2 times at
September 30, are close to industry leading levels and each is
representative of a rating category stronger than Caa2.  

The Caa1 Corporate Family rating considers the still high leverage
and AirTran's exposure to cyclical risks in the airline industry.  
While AirTran has demonstrated resilience in the current weak
economic environment with reported profits during 2009, its
ability to earn adequate returns and to generate stronger cash
flow are reliant upon improved industry yields.  Moody's
anticipates that AirTran could generate positive free cash flow in
2010 because of improving cash flow from operations and lower
aircraft capital expenditures relative to 2009.  However,
scheduled payments for aircraft materially increase in 2011 to
$270 million, which could temper continued improvements in credit
metrics if operating cash flows do not increase commensurately
with this step-up in capital investment.  The increasingly diverse
route map reduces concentration risk relative to that of a
regional carrier.  

The positive outlook reflects Moody's belief that AirTran, with
its industry leading unit cost performance, could sustain its 2009
performance in 2010, which should lead to further improvement in
credit metrics and liquidity that could support a higher rating.  
The ratings could be upgraded if AirTran improves its liquidity,
possibly by sustaining unrestricted cash to revenue, excluding
revolver drawings held as cash, above 20%; arranging alternate
liquidity facilities that have a longer term than the existing
revolving credit or sustaining free cash flow to debt above 3%.  
Debt to EBITDA that approaches 5.2 times or EBIT to Interest of
about 1.5 times could also result in a positive rating action.  
The outlook could be changed to negative or the ratings downgraded
if operating results trail expectations such that unrestricted
cash, excluding revolver drawings, is sustained below
$250 million.  Debt to EBITDA in excess of 7.0 times, FFO +
Interest to Interest below 1.7 times or EBITDA margin below 11%
could also result in negative ratings actions.  

Moody's maintained the ratings on the Notes pursuant to the
application of its Loss Given Default Rating Methodology.  
Notwithstanding the increase in the corporate family rating, the
expected loss associated with this instrument did not decline the
amount required to result in an upgrade to the next higher rating
level of Caa2.  Moody's maintained the ratings on the EETC
tranches to reflect the decline in values of the B-717 aircraft
over the past 24 months.  Moody's believes that the value declines
are not likely to reverse because of the very limited operator
base, which would make them unattractive in event they came on the
market.  

The last rating action was on November 10, 2009 when Moody's
upgraded the SGL rating to SGL-3 from SGL-4 and upgraded the
rating of the 7% senior unsecured convertible notes due 2023 to
Caa3 from Ca.  

Upgrades:

Issuer: AirTran Holdings, Inc

  -- Probability of Default Rating, Upgraded to Caa1 from Caa2
  -- Corporate Family Rating, Upgraded to Caa1 from Caa2

Outlook Actions:

Issuer: AirTran Airways, Inc.

  -- Outlook, Changed To Positive From Stable

Issuer: AirTran Holdings, Inc

  -- Outlook, Changed To Positive From Stable

AirTran Holdings, Inc., based in Orlando, Florida, conducts its
operations through its wholly-owned subsidiary AirTran Airways,
Inc., which is one of the largest low cost scheduled airlines in
the United States.  


ALTAIR NANOTECHNOLOGIES: Receives NASDAQ Non-Compliance Notice
--------------------------------------------------------------
Altair Nanotechnologies, Inc., has received notification from
NASDAQ that because the company's common stock bid price has
fallen below $1.00 from November 9, 2009, through December 21,
2009, the company is not in compliance with Rule 5550(a)(2), which
is NASDAQ's minimum bid price rule.  The notification has no
effect on the listing of Altairnano's common stock at this time,
which will continue to trade on the NASDAQ Capital Market under
the symbol "ALTI".

The NASDAQ notice states that Altairnano has been provided a 180
day grace period, through June 21, 2010, to regain compliance with
the Rule.  To regain compliance, the bid price for Altairnano's
common stock must close at $1.00 or higher for a minimum of 10
consecutive business days within the stated 180 day grace period.
At the close of the grace period, if the company has not regained
compliance, it may be eligible for an additional grace period of
180 days, if it meets the initial listing standards, with the
exception of bid price, for the NASDAQ Capital Market.  If it is
not eligible for an additional grace period, Altairnano will
receive notification that its securities are subject to delisting,
and it may then appeal the delisting determination to a Hearings
Panel.

The company intends to monitor the bid price for its common stock
between now and June 21, 2010, and to consider available options
to resolve the deficiency and regain compliance with the NASDAQ
minimum bid price requirement, as to which no assurances can be
given.

               About Altair Nanotechnologies, Inc.

Headquartered in Reno, Nevada with manufacturing in Anderson,
Indiana, Altairnano Nanotechnologies, Inc. --
<http://www.altairnano.com/>http://www.altairnano.com/-- is a provider of energy storage  
systems for clean, efficient power and energy management.


ALVIN LEON HERRICK: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Alvin Leon Herrick
          aka A. Leon Herrick
        4255 Conrad Drive
        Spring Valley, CA 91977

Bankruptcy Case No.: 09-19523

Chapter 11 Petition Date: December 21, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Mark D. Potter, Esq.
                  Potter Handy, LLP
                  100 East San Marcos Blvd., Suite 400
                  San Marcos, CA 92069
                  Tel: (760) 480-4162
                  Email: mark@potterhandy.com

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

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

A full-text copy of Mr. Herrick's petition, including a list of
his 5 largest unsecured creditors, is available for free at:

           <http://bankrupt.com/misc/casb09-19523.pdf>http://bankrupt.com/misc/casb09-19523.pdf

The petition was signed by Mr. Herrick.


AMC ENTERTAINMENT: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which AMC Entertainment,
Inc., is a borrower traded in the secondary market at 94.00 cents-
on-the-dollar during the week ended Thursday, Dec. 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.53
percentage points from the previous week, The Journal relates.  
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Jan. 23, 2013, and carries
Moody's Ba2 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among 173 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Thursday.

Headquartered in Kansas City, Missouri, AMC Entertainment, Inc. --
<http://www.amctheatres.com/>http://www.amctheatres.com/-- is organized as an intermediate  
holding company.  Its principal directly owned subsidiaries are
American Multi-Cinema, Inc., and AMC Entertainment International,
Inc.  The Company conducts its theatrical exhibition business
through AMC and its subsidiaries and AMCEI.

Fitch Ratings in October 2009 affirmed AMC Entertainment's issuer
default rating affirmed at 'B', senior secured credit facilities
at 'BB/RR1'; senior unsecured notes at 'B/RR4'.  It also revised
the Company's senior subordinated notes to 'CCC/RR6' from
'CCC+/RR6'.


AMERICAN BUSINESS: Settled Lawsuit Against Blank Rome
-----------------------------------------------------
Gina Passarella at The Legal Intelligencer reports that U.S. the
Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware approved a $20 million agreement between George L.
Miller -- the trustee of American Business Financial Services --
and Blank Rome to settle a complaint that alleged breach of
fiduciary duty, professional malpractice and breach of contract
claims.  According to The Legal Intelligencer, Blank Rome doesn't
admit any liability or wrongdoing in agreeing to the settlement.  
Blank Rome, says The Legal Intelligencer, represented ABFS in a
variety of legal matters before the Company's January 2005 Chapter
11 bankruptcy filing and acted as debtors' counsel in the Chapter
11 proceeding.  Mr. Miller sued Blank Rome in February 2008 in
Common Pleas Court, asserting breach of contract, professional
malpractice and breach of fiduciary duty claims.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., -- <http://www.abfsonline.com/>http://www.abfsonline.com/--
together with its subsidiaries, is a financial services
organization operating mainly in the eastern and central portions
of the United States and California.  The company originates,
sells and services home mortgage loans through its principal
direct and indirect subsidiaries.  The company, along with four of
its subsidiaries, filed for chapter 11 protection on Jan. 21, 2005
(Bankr. D. Del. Case No. 05-10203).  The Bankruptcy Court
converted the cases to a chapter 7 liquidation on May 17, 2005.
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors.  George L. Miller was appointed chapter 7 trustee in the
case.  John T. Carroll, III, Esq., at Cozen O'Connor, represents
the Case Trustee.  When the Debtors filed for protection from
their creditors, they listed $1,083,396,000 in total assets and
$1,071,537,000 in total debts.


AMERICAN INTERNATIONAL: Pay Increase for Executive Permitted
------------------------------------------------------------
A top executive of the American International Group has been
granted a more than $4 million increase in a pay package because
the executive has decided to remain with the Company, according to
ABI.

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

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

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


AMERICAN TONERSERV: Inks Amendment to MTS Partners Agreements
-------------------------------------------------------------
American TonerServ Corp. reports that on December 17, 2009, the
Company entered into a Master Amendment Agreement with MTS
Partners, Inc., formerly known as iPrint Technologies, Inc.,

MTS is owned by Chad Solter, currently a Director of the Company.

On October 31, 2008, the Company entered into an Asset Purchase
Agreement with iPrint Technologies, LLC, a Delaware limited
liability company and a newly formed, wholly-owned subsidiary of
the Company -- Subsidiary; iPrint Technologies, Inc., a California
corporation -- iPrint; and Chad Solter, Darrell Tso, and Scott
Muckley -- Selling Shareholders, who own all of the stock of
iPrint, relating to the purchase of all of the assets of iPrint's
retail business of providing printing supplies and service to a
variety of companies.  The closing of the Agreement also occurred
on October 31, 2008.

The purchase price for the acquisition consisted of $1,500,000 in
cash; $3,500,000 in the form of four promissory notes; 5,847,953
shares of common stock valued at $1,500,000; and warrants to
purchase 200,000 shares of the Company's common stock at $0.30 per
share.

Pursuant to the Master Modification Agreement the terms of the
asset purchase agreement; outstanding promissory notes; the
security agreement and certain other related documents were
amended.  As a result of the amendments, the Secured Promissory
Note, which currently has a balance due of approximately $632,325,
has been modified to require that the Company make a payment of
$350,000 on January 15, 2010, and pay the remaining principal and
all accrued interest on February 15, 2009.  The Secured Promissory
Note was also amended to eliminate the grace period for payments,
which has the effect of permitting MTS Partners to immediately
declare a default in the event of a late payment.

In the event of a default, the MTS Partners has the right under
the security agreement to a return of all of the assets related to
the business of iPrint that the Company acquired on October 31,
2008.  The Secured Promissory Note was also amended to remove the
grace period for applying a 5% late charge in the event of any
late payments and other grace periods, and to add additional
events that would constitute a default.

In addition, the Secured Contingent Promissory Note in the face
amount of $1,850,000 has been amended to eliminate the grace
period for payments, which has the effect of permitting MTS
Partners to immediately declare a default in the event of a late
payment.  In the event of a default, the MTS Partners has the
right under the security agreement to a return of all of the
assets related to the business of iPrint that the Company acquired
on October 31, 2008.

The Secured Contingent Promissory Note was also amended to remove
the grace period for applying a 5% late charge in the event of any
late payments and other grace periods, and to add additional
events that would constitute a default.

In addition effective November 1, 2009, the interest rate on this
note was increased from 5% per annum to 8% per annum.  The Secured
Contingent Promissory Note is due and payable in 48 equal monthly
installments of $47,477 commencing in December 2009 and is
convertible into shares of the Company's common stock at the
option of MTS Partners.

A full-text copy of the Master Amendment Agreement with MTS
Partners, et al, dated 12-17-09, is available at no charge at:

               <http://ResearchArchives.com/t/s?4c4c>http://ResearchArchives.com/t/s?4c4c

A full-text copy of the Second Modification of Modified Secured
Promissory Note, is available at no charge at:

               <http://ResearchArchives.com/t/s?4c4d>http://ResearchArchives.com/t/s?4c4d

A full-text copy of the Second Modification of Secured Convertible
Contingent Promissory Note, is available at no charge at:

               <http://ResearchArchives.com/t/s?4c4e>http://ResearchArchives.com/t/s?4c4e

A full-text copy of the Second Amendment To Security Agreement, is
available at no charge at <http://ResearchArchives.com/t/s?4c4f>http://ResearchArchives.com/t/s?4c4f

A full-text copy of the Third Amendment To Asset Purchase
Agreement, is available at no charge at:

               <http://ResearchArchives.com/t/s?4c50>http://ResearchArchives.com/t/s?4c50

A full-text copy of the Amendment to Employment Agreement with
Chad Solter, is available at no charge at:

               <http://ResearchArchives.com/t/s?4c51>http://ResearchArchives.com/t/s?4c51

A full-text copy of the Second Amendment to Asset Purchase
Agreement, is available at no charge at:

               <http://ResearchArchives.com/t/s?4c52>http://ResearchArchives.com/t/s?4c52

A full-text copy of the Modification of Modified Secured
Promissory Note, is available at no charge at:

               <http://ResearchArchives.com/t/s?4c53>http://ResearchArchives.com/t/s?4c53

A full-text copy of the Modification Of Secured Convertible
Contingent Promissory Note, is available at no charge at:

               <http://ResearchArchives.com/t/s?4c54>http://ResearchArchives.com/t/s?4c54

As reported by the Troubled Company Reporter, American TonerServ
is seeking to renegotiate the terms of a portion of its short term
note obligations or to exchange equity securities for a portion of
the debt.  According to the TCR, the Company believes that it will
be successful in addressing its short term working capital
requirements through various strategies.  In a regulatory filing
with the Securities and Exchange Commission in August, the Company
said it has inadequate financial resources to sustain its business
activities as they currently are.  Management believes that the
Company can achieve positive cash flow through an aggressive
organic growth plan to increase sales, increasing operational
efficiencies and by aggressively reducing overhead costs.

During the six months ended June 30, 2009, the Company raised
$360,000 in proceeds from private offerings.  The Company
estimated that it will need to raise an additional $1,000,000
during the next 12 months to meet its minimum capital
requirements.  There is substantial doubt that the Company will be
able to continue as a going concern, absent raising additional
financing.  There can be no assurance that the Company will be
successful in obtaining the required financing or renegotiating
terms or converting a portion of its short term obligations into
equity.

At September 30, 2009, the Company had $16,717,272 in total assets
against $13,784,018 in total liabilities.  The September 30
balance sheet showed strained liquidity: The Company had
$5,191,150 in total current assets against $9,750,020 in total
current liabilities.

                    About American TonerServ

Based in Santa Rosa, California, American TonerServ Corp. (OTCBB:
ASVP) -- <http://www.AmericanTonerServ.com/>http://www.AmericanTonerServ.com/-- markets compatible
toner cartridges, serving the printing needs of small- and medium-
sized businesses by consolidating best-in-class independent
operators in the more than $6.0 billion recycled printer cartridge
and printer services industry, offering top-quality,
environmentally-friendly products and local service teams.


AMSCAN HOLDINGS: S&P Changes Outlook to Stable, Keeps 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Elmsford, New York-based Amscan Holdings Inc. to stable
from negative.  At the same time Standard & Poor's affirmed its
ratings on Amscan, including the 'B' corporate credit rating.  As
of Sept. 30, 2009, Amscan had reported debt outstanding of
$738.9 million.

"The outlook revision reflects S&P's expectations that Amscan's
relatively stable credit measures in the past year will moderately
improve over the next year," said Standard & Poor's credit analyst
Christopher Johnson.  "In addition, S&P's earlier concerns that
liquidity could become pressured by the possible need to fund
Party City Franchise Group's debt have been largely mitigated
following a third amendment which cured PCFG' covenant default and
reset covenant levels." Although sales for the first three
quarters of fiscal 2009 declined moderately by 6.4%, improved
gross margins and better working capital management resulted in
generally flat EBITDA levels, lower debt levels, and improved debt
leverage.  S&P estimates that unadjusted EBITDA for the 12 months
ended Sept. 30, 2009, totaled $176.2 million compared with
$180.7 million a year earlier and average adjusted debt to EBITDA
improved to 5.5x from about 6x for the same two respective
periods.

The ratings on Amscan Holdings Inc. reflect its high debt
leverage, narrow business focus, participation in the highly
competitive and fragmented party goods industry, and exposure to
the currently difficult retail environment.  The company benefits
from its market-leading presence in the niche party goods
industry, and the industry's somewhat recession-resistant
characteristics.

Amscan designs, manufactures, and distributes party goods and
metallic balloons, and also operates its mostly company-owned
Party City and Party America retail businesses.  S&P believes the
decorative party goods industry is highly competitive and very
fragmented, and is made up of many small independent companies and
some large manufacturers.  Amscan's product line is one of the
broadest in the industry, which has allowed the company to become
a key supplier to several retailers, including its proprietary
retail businesses which account for an estimated 70% of total
revenues in fiscal 2008.

The stable outlook reflects S&P's expectations that credit
measures may moderately improve and liquidity will remain
adequate.  S&P would consider raising the ratings if adjusted
average debt to EBITDA approaches 4.5x and FFO to average total
debt approaches 20%.  S&P believes this could occur if current
adjusted EBITDA levels of about $178 million are sustained and
S&P's expectations of free cash flow in excess of $50 million are
used to repay debt.  Although less likely over the near term, S&P
would consider lowering the ratings if the company were to adopt a
more aggressive financial policy, including a significant debt-
financed acquisition, or if liquidity were to become significantly
constrained.


ARAMARK CORP: Bank Debt Trades at 6.05% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which ARAMARK Corp. is a
borrower traded in the secondary market at 93.95 cents-on-the-
dollar during the week ended Thursday, Dec. 24, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.63 percentage
points from the previous week, The Journal relates.  The debt
matures on Jan. 26, 2014.  The Company pays 188 basis points above
LIBOR to borrow under the loan facility and it carries Moody's Ba3
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among 173 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Thursday.

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

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


ARVINMERITOR INC: Fitch Drops Neg. Watch as LVS Unit Divested
-------------------------------------------------------------
Fitch Ratings has affirmed ArvinMeritor's Issuer Default Rating
and taken these rating actions on the debt ratings for the
revolver and unsecured notes:

  -- IDR affirmed at 'CCC';

  -- Senior secured bank facility revised to 'B+/RR1' from
     'B/RR1';

  -- Senior unsecured notes downgraded to 'C/RR6' from 'CC/RR5'.  

The ratings are removed from Rating Watch Negative and the Outlook
is Stable.  Approximately $1.7 billion of debt outstanding are
covered by the ratings.  

Fitch removed the Negative Watch given the progress in divesting
businesses in the Light Vehicle Systems, expectations that cash
costs associated with divesting the remaining LVS business appear
reasonable, comfort in ARM's ability to remain covenant compliant
going forward, and expectations of a modest global recovery for
commercial trucks in 2010.  

The rating for the senior secured bank facility has been changed
in accordance with Fitch's revised methodology for mapping
ratings.  The senior unsecured rating is downgraded one notch.  
The Recovery Ratings remain unchanged for the senior secured debt.  
The RRs reflect Fitch's expectations under a scenario in which the
distressed enterprise value is allocated to various debt classes.  
The secured lenders Recovery Ratings remain 'RR1', which implies a
91%-100% recovery, although Fitch notes that they fall at the low
end of the range.  The RR for unsecured lenders remains 'RR6',
which implies a recovery in the range of 0%-10% in the event of a
default.  

Fitch believes that an upgrade could occur if the company
successfully strengthens the balance sheet over the next six
months and/or if the global demand for commercial trucks exceeds
current expectations.  

Credit concerns are focused on the company's ability to execute
its plans to divest all remaining LVS businesses with cash
outflows in line with expectations, the risk to commercial truck
volumes in 2010, particularly in North America given changes in
emission standards, high leverage and Fitch's expectations for
negative cash flows into FY10 given expectations for interest and
capital expenditures exceeding Fitch's projections for EBITDA.  
The underfunded pension is also a concern.  As of the end of FY09,
the U.S. pension plan was 69% funded, or $321 million underfunded.  
Some factors supporting the ratings include the current liquidity
position and the debt maturity schedule.

The company's $666 million senior secured revolver is due in June
of 2011.  The existing facility has one key covenant which limits
senior secured leverage to a maximum of 2.0 times (x) at each
measurement period.  At the end of FY09, the ratio was 0.57x.  
Given Fitch's expectations for EBITDA growth in FY10, ARM should
remain covenant compliant going foward.  However, lenders have
seen collateral coverage drop significantly over the course of the
last 12 months.  At the end of FY08, collateral coverage was 1.3x;
it fell to 0.7x at the end of FY09.  The revolver is
collateralized by assets which include eligible U.S. accounts
receivable, inventory, property, plant and equipment, intellectual
property and the company's investment in all or a portion of
certain wholly-owned subsidiaries.  It should be noted that ARM
has announced its intention to amend and extend this facility in
the first half of calendar year 2010.  Fitch believes the facility
would be significantly reduced from its existing size given the
reduction in the size of the company and the reduction in
collateral coverage over the last couple of years.  As a result,
liquidity is not likely to remain as substantial.  

At the end of FY09, ARM had $95 million of cash on the balance
sheet and $611 million available on its secured revolving credit
facility.  Leverage at the end of FY09 was 12.4x but should
improve by at least a few turns over the course of FY10 in Fitch's
opinion.  Pension contributions should be approximately
$51 million in FY10 and there are no debt maturities until the
revolver is due in 2011.  

ARM has a U.S. accounts receivable program which extends through
September 2011; the size of the facility is $125 million and at
the end of FY09, $42 million was unused.  The company also has two
off-balance sheet programs: a committed factoring program with a
maximum size of $367 million which expires in October 2010 (the
unused portion was $295 million) and the company has various other
uncommitted factoring facilities that in aggregate are
$159 million ($138 million was unused at the end of the recent
fiscal year).  The maturities vary on the uncommitted facilities.  


ASARCO LLC: Barclays Seeks $9.2 Million Discretionary Fee
---------------------------------------------------------
Several professionals employed and retained in connection with
Asarco LLC's bankruptcy cases file separate preliminary
applications for enhancement of fees for their services.  They
are:

  (a) Baker Botts L.L.P., counsel to the Debtors;

  (b) Jordan, Hyden, Womble, Culbreth & Holzer, P.C., sole
      counsel to the Asbestos Subsidiary Debtors and co-counsel
      for ASARCO LLC;

  (c) Barclays Capital Inc., the Debtors' financial advisor and
      investment banker;

  (d) Oppenheimer, Blend, Harrison & Tate, Inc., counsel for
      Robert C. Pate, Future Claims Representative; and

  (e) Robert C. Pate, Future Claims Representative.

Barclays seeks a discretionary fee amounting to $9,202,550.

The Bankruptcy Professionals contend that the Debtors' remarkable
corporate reorganization did not come about by accident.  They
insist that it was the direct result of concerted efforts by an
array of the bankruptcy professionals, which include them.

Among other things, the Bankruptcy Professionals assert that they
participated in and helped in achieving these matters through the
Debtors' bankruptcy process:

  -- The fraudulent-transfer lawsuit against Asarco Incorporated
     and Americas Mining Corporation relating to Southern Copper
     Corporation stock, which resulted in a multibillion-dollar
     judgment;

  -- The auction of the SCC Judgment, which made it possible for
     ASARCO to leverage the judgment in a way that precipitated
     the bidding contest between the Parent and the Debtors'
     plan sponsor, Sterlite (USA), Inc., that ultimately
     resulted in the confirmation of a full-payment plan of
     reorganization;

  -- The formulation, negotiation, and implementation of
     procedures for estimating environmental, asbestos, and
     toxic-tort claims;

  -- The negotiation of settlements to fund environmental clean-
     up efforts across the country;

  -- The litigation of alter ego claims raised by the creditors
     of ASARCO's asbestos subsidiaries resulted in a global
     asbestos settlement that all parties recognize as a key
     element of ASARCO's reorganization;

  -- The facilitation of an orderly transition to new leadership
     following the election of a new chief executive officer and
     the addition of independent members of the board of
     directors;

  -- The design and recommendation of the plan sponsor process
     that contemplated the full payment of creditors;

  -- The mediation and settlement of the validity and
     significant size of the derivative asbestos claims; and

  -- The negotiation of an agreement in principle with the
     Parent upon which the Parent premised its plan of
     reorganization.

Some of the Bankruptcy Professionals tell Judge Schmidt that they
filed their applications to ensure that the Plan Administrator
properly reserves for the full amount of their claims.

                       About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- <http://www.asarco.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Castlerigg Master Buys Claims
-----------------------------------------
The Bankruptcy Clerk recorded several claims that changed hands
in December 2009.  They are:

Transferor           Transferee          Claim No.   Claim Amt.
----------           ----------          ---------   ----------
Wachovia Financial   Deutsche Bank         18205     $2,091,156
Services, Inc.       Securities Inc.

Deutsche Bank        Castlerigg Master     18205      2,091,156
Securities Inc.      Investment Ltd.

Deutsche Bank        Archer Capital        18205      2,091,156
Securities Inc.      Master Fund, L.P.

Liquidity Solutions  Castlerigg Master      3291        724,307
Inc.                 Investment Ltd.

Liquidity Solutions  Castlerigg Master      5248        295,958
Inc.                 Investment Ltd.

                       About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- <http://www.asarco.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


AUBREY MEADE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Aubrey Lyman Meade, Jr.
          dba Rio Rental Management, LLC
        P.O. Box 487
        Bunn, NC 27508

Bankruptcy Case No.: 09-11148

Chapter 11 Petition Date: December 22, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: George M. Oliver, Esq.
                  Oliver & Friesen, PLLC
                  PO Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  Email: efile@oliverandfriesen.com

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

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

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

            <http://bankrupt.com/misc/nceb09-11148.pdf>http://bankrupt.com/misc/nceb09-11148.pdf

The petition was signed by Aubrey Lyman Meade, Jr.


AVIS BUDGET: Bank Debt Trades at 3.48% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 96.52
cents-on-the-dollar during the week ended Thursday, Dec. 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.25
percentage points from the previous week, The Journal relates.  
The loan matures on April 1, 2012.  The Company pays 125 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 173 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Thursday.

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

Avis Budget Car Rental LLC and Avis Budget Group Inc. carry CCC+
corporate credit ratings from Standard & Poor's.


BALLY TOTAL: Ernst & Young Charged for Accounting Violations
------------------------------------------------------------
The Securities and Exchange Commission on December 17 charged
Ernst & Young LLP and six of its current and former partners,
including three who are members of the firm's national office, for
their roles relating to an accounting fraud at Bally Total Fitness
Holding Corporation.  The SEC finds that E&Y knew or should have
known about Bally's fraudulent financial accounting and
disclosures.

The SEC finds that E&Y issued unqualified audit opinions stating
that Bally's 2001 to 2003 financial statements were presented in
conformity with Generally Accepted Accounting Principles and that
E&Y's audits were conducted in accordance with Generally Accepted
Auditing Standards.  These opinions were false and misleading.

E&Y, which was the independent auditor of the Chicago-based
operator of fitness centers, has agreed to pay $8.5 million to
settle the SEC's charges.  Each of the E&Y partners also has
settled the SEC's charges against them.

"It is deeply disconcerting that partners, even at the highest
levels of E&Y, failed to fulfill their basic obligations to the
investing public by not conducting proper audits. This case is a
sharp reminder to outside auditors that they must carry out their
duties with due diligence. The $8.5 million settlement, one of the
highest ever paid by an accounting firm, reflects the seriousness
of their misconduct," said Robert Khuzami, Director of the SEC's
Division of Enforcement.

"Ernst & Young and its partners on the Bally engagement violated
their fundamental duty to function as public watchdogs, even after
E&Y personnel identified Bally as one of the firm's riskiest audit
clients," added Fredric D. Firestone, Associate Director in the
Division of Enforcement.

Bally's former chief financial officer John W. Dwyer and former
controller Theodore P. Noncek also were charged by the SEC, which
previously charged Bally with accounting fraud in 2008.  Dwyer and
Noncek agreed to settle the SEC's charges.

The SEC's order against E&Y finds that the firm identified Bally
as a risky audit because its managers were former E&Y audit
partners who had "historically been aggressive in selecting
accounting principles and determining estimates," and whose
compensation plans placed "undue emphasis on reported earnings."
Out of more than 10,000 audit clients in North America, E&Y
identified Bally as one of E&Y's riskiest 18 accounts and as the
riskiest account in the Lake Michigan Area.

The three current E&Y partners charged by the Commission are:

    * Randy G. Fletchall, the partner in charge of E&Y's National
      Office

    * Mark V. Sever, E&Y's National Director of Area Professional
      Practice

    * Kenneth W. Peterson, the Professional Practice Director for
      the Lake Michigan Area office

The three former E&Y partners charged by the Commission are

    * Thomas D. Vogelsinger, the Area Managing Partner for E&Y's
      Lake Michigan Area through October 2003

    * William J. Carpenter, the E&Y engagement partner for the
      2003 audit

    * John M. Kiss, the E&Y engagement partner for the 2001 and
      2002 audits

The SEC issued settled cease-and-desist and Rule 102(e) orders
finding, among other things, that E&Y partners Sever, Kiss,
Peterson, and Carpenter knew or should have known that E&Y's
unqualified audit opinions regarding certain Bally financial
statements were materially false. Under their respective orders,
Sever and Kiss may not appear or practice before the Commission as
an accountant for three years, and Peterson and Carpenter may not
appear or practice before the Commission as an accountant for two
years.

In addition, the SEC issued settled Rule 102(e) orders against
Vogelsinger for engaging in repeated instances of unreasonable
conduct and Fletchall for engaging in a single instance of highly
unreasonable conduct. Under their respective orders, Vogelsinger
may not appear or practice before the Commission as an accountant
for nine months and Fletchall was censured.

The Commission filed settled civil injunctive actions against
former Bally CFO Dwyer and former Bally Controller Noncek. Dwyer
settled the Commission case against him by consenting to permanent
antifraud and related injunctions, payment of $250,000, a
permanent officer-and-director bar, and a permanent bar from
practice before the SEC in a related Rule 102(e) proceeding.
Noncek settled the Commission case against him by consenting to
permanent injunctions and a two-year bar from practice before the
SEC in a related Rule 102(e) proceeding. The settlements with
Dwyer and Noncek are subject to court approval.

In addition to agreeing to pay $8.5 million to settle the SEC's
charges, E&Y agreed to undertake measures to correct policies and
practices relating to its violations, and agreed to cease and
desist from violations of the securities laws.

Each of the respondents and defendants agreed to settle with the
SEC without admitting or denying the charges against them.

                     About Bally Total Fitness

Bally Total Fitness operates nearly 300 fitness centers across the
United States.  With more than 3 million active members and over
30 years of experience, Bally is among the most popular health
club brands in America.  The professionals at Bally Total Fitness
help motivate members to improve their physical health and reach
their personal fitness goals with many affordable membership
choices -- including options with no long-term commitment.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  The Bankruptcy Court confirmed the
Company's Chapter 11 plan and the Company emerged from bankruptcy
October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York on
June 10, 2009.  The Plan was confirmed August 19, 2009, and the
Company emerged from bankruptcy September 1, 2009.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (<http://bankrupt.com/newsstand/>http://bankrupt.com/newsstand/or
215/945-7000)


BARRINGTON FINDLATER: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors: Barrington Malone Findlater
               Joan Gayle Findlater
                 aka Joan Hyman Findlater
                 aka Joan Gayle Hyman-Findlater
                 aka Joan O. Findlater
               106 Wolfwood Lane
               Palatka, FL 32177

Bankruptcy Case No.: 09-10796

Chapter 11 Petition Date: December 24, 2009

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

Debtors' Counsel: Bryan K. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  Email: court@planlaw.com

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

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

According to the schedules, the Company has assets of $1,019,745,
and total debts of $1,472,062.

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

     <http://bankrupt.com/misc/flmb09-10796.pdf>http://bankrupt.com/misc/flmb09-10796.pdf

The petition was signed by the Joint Debtors.


BAYOU GROUP: Wins Confirmation of Liquidating Plan
--------------------------------------------------
The receiver for Bayou Group LLC has obtained confirmation from
the Bankruptcy Court for a liquidating plan.

Bill Rochelle at Bloomberg News reports that the money being
distributed under the plan all comes from recoveries of payments
to investors before the fraud was discovered.  According to the
report, the bankruptcy court ruled that everyone, even those who
had no idea a fraud was being conducted, were obliged by
fraudulent transfer law to give back fictitious profits.  The
Court also ruled that investors who were able to recover principal
must give it back too if they had seen "red flags" indicating a
fraud was being conducted.

The receiver in total brought 152 lawsuits to recover fictitious
profits or redemption payments received by investors before
bankruptcy.  Of the $81.2 million collected or still to be
received, $56.5 million represents settlements with $24.7 million
owing on judgments in the last eight lawsuits that are on appeal.

Under the Plan, investors, with claims that may aggregate almost
$300 million, are slated to recover between 9.6% and 28.6%.

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The hedge fund that turned out to be a Ponzi scheme
and a receiver was subsequently appointed.  The Company and its
affiliates were sent to Chapter 11 on May 30, 2006 (Bankr.
S.D.N.Y. Lead Case No. 06-22306) to pursue recoveries for the
benefit of defrauded investors.  Elise Scherr Frejka, Esq., at
Dechert LLP, represents the Debtors in their restructuring
efforts.  Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at
Kasowitz, Benson, Torres & Friedman, LLP, represent the Official
Committee of Unsecured Creditors.  Kasowitz, Benson, Torres &
Friedman LLP is counsel to the Unofficial Committee of the Bayou
Onshore Funds.  Sonnenschein Nath & Rosenthal LLP represents
certain investors.  When the Debtors filed for protection from
their creditors, they reported estimated assets and debts of more
than $100 million.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.  The receiver commenced adversary proceedings to recover
certain fraudulent transfers made by Bayou Group to investors.

The Bayou fraud resulted in three guilty pleas. Daniel Marino, the
head of finance, was sentence to a 20-year prison term despite his
cooperation with prosecutors. James Marquez, a Bayou co-founder,
was sentenced to four years and three months in prison and told to
pay $6.2 million in restitution. Another founder, Samuel Israel
III, was sentenced to 20 years following his guilty plea in
September 2005.


BEARINGPOINT INC: Court Enters Order Confirming Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Modified Second Amended Joint Plan
of Liquidation of BearingPoint, Inc., et al.

The Plan provides, among other things, that:

   (i) all, or substantially all, of the Debtors' assets will be
       transferred to a liquidating trust for the benefit of the
       Debtors' creditors;

  (ii) the holders of certain unsecured claims will receive
       beneficial interests in the liquidating trust that will
       entitle such holders to receive distributions from the
       liquidating trust; and

(iii) all existing equity interests in the Company will be
       terminated and holders of equity interests will receive
       no distribution under the Plan.

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

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

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

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

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

                      About BearinPoint Inc.

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

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

BearingPoint disclosed total assets of $1.655 billion and debts
of $2.201 billion as of December 31, 2008.

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


BLACK GAMING: To File for Chapter 11 with Pre-Negotiated Plan
-------------------------------------------------------------
Black Gaming, LLC, has entered into a lockup agreement with the
holders of approximately 70% of the Company's $125,000,000 Senior
Secured Notes to restructure Black Gaming's indebtedness, provide
for an investment of new capital into the Company and enhance
Black Gaming's executive management team.  Under the proposed
restructuring plan, all operations of the Company will continue
under current management on a "business as usual" basis throughout
the restructuring process, including payments to vendors under
normal trade terms without interruption.

In a statement, Black Gaming's majority owner, Robert R. "Randy"
Black, Sr., noted, "Our Company is generating positive EBITDA,
despite the challenging economy.  Our problem is one of leverage;
we have more debt than our operations can support.  Our agreement
with our lenders is designed to resolve this by restructuring our
debt to a level our operations can sustain and to provide
additional capital.

"Given the size and complexity of the Company and its debt
structure, the Company and its financial advisors have determined
that the most effective means to implement the plan will be
through pre-negotiated Chapter 11 filings by the Company and its
subsidiaries, which are expected to take place shortly.  The
Company expects that the Chapter 11 cases will move through the
bankruptcy court system expeditiously.

"To ensure that all of our operations continue to operate normally
throughout this process, the proposed restructuring anticipates
that all vendors would be paid on the same current terms on which
they presently are being paid for all goods and services provided
to Black Gaming, including goods and services provided immediately
prior to the contemplated Chapter 11 filing."

Under the Plan when and if consummated:

   -- The Company's Senior Credit Facility with Wells Fargo
      Foothill, Inc., will be paid in full.

   -- The Company's Senior Secured Noteholders will exchange their
      notes and claims thereunder for a new credit facility of
      $62,500,000 and, at their option, either a cash payment or
      an equity interest not to exceed 6% in Reorganized Black
      Gaming.

   -- The Company's Senior Subordinated Noteholders will receive
      warrants to purchase equity interests in Reorganized Black
      Gaming in exchange for their notes and claims.

   -- To the extent permitted under the Bankruptcy Code, General
      Unsecured Claims, including vendors, will be paid in cash.

   -- Anthony Toti, Newport Global Advisors or one of its
      affiliates, Randy Black, Sr., and one or more parties to be
      designated by Michael Gaughan will contribute cash in
      excess of $17,000,000 in exchange for a minimum of 94% of
      the new equity interests in Reorganized Black Gaming.

   -- Randy Black, Sr., will remain Chief Executive Officer;
      Anthony Toti will remain Chief Operating Officer; and Sean
      McKay will remain Chief Financial Officer.

Black continued: "We are extremely pleased that we could come to
an agreement with our lenders.  In this difficult economy, gaming
has been hit hard, and our Company was no exception.  We are one
of the few gaming companies that has been able to reach a mutual
compromise with our lenders, and it is my belief that we reached
this agreement due to the strength and positioning of our
properties and the experience of our management team and its
employees.

"We believe this agreement will pave the way for our Company to
emerge stronger, with less debt and with a team of management and
employees ready to guide our hotel-casino resorts into the future.
We have worked out high level plans to improve our operations and
have enlisted some tremendous support.

"We want to salute and thank our loyal customers, our fabulous
employees and all of those who have stuck by us and continued to
support us.  We know that we still have a lot of work to do, but
we are confident that this Plan will provide the path to get
there."

Approval of the Plan and all principal steps related thereto, will
be subject to numerous preconditions, including, but not limited
to, preparation of definitive documentation, the commencement of a
voluntary filing with the United States Bankruptcy Court for the
District of Nevada, the approval of a plan of reorganization by
creditors and the Bankruptcy Court, and certain approvals,
granting of licenses and findings of suitability by the Nevada
Gaming Commission and the City of Mesquite.

This Press Release is intended only as a summary of the agreement
and is qualified in its entirety by the written agreement. The
agreement may be viewed at <http://www.gordonsilver.com>www.gordonsilver.comunder the "Public  
Filings" tab.

                       About Black Gaming

Headquartered in Las Vegas, Nev., Black Gaming, LLC is a holding
company and is an owner and operator of three gaming entertainment
properties located in Mesquite, Nev.

Black Gaming is engaged in the hotel casino industry in Mesquite,
Nevada.  Its wholly owned subsidiaries are B & B B, Inc.  (doing
business as Virgin River Hotel/Casino/Bingo) and Virgin River
Casino Corporation and its wholly owned subsidiaries R. Black,
Inc., and RBG, LLC (doing business as CasaBlanca
Resort/Casino/Golf/Spa) and its wholly owned subsidiary CasaBlanca
Resorts, LLC (doing business as Oasis Resort & Casino) and its
wholly owned subsidiaries Oasis Interval Ownership, LLC, Oasis
Interval Management, LLC and Oasis Recreational Properties, Inc.


As of June 30, 2009, the Company had total assets of $148,280,000
and total liabilities of $233,532,000, resulting in members'
deficit of $85,252,000.


BRANDON BARBER: Filed for Chapter 7 Bankruptcy Protection
---------------------------------------------------------
Entrepreneur.com reports that Lynnkohn LLC's Brandon Barber filed
for Chapter 7 bankruptcy protection in August, listing
$47.8 million in debts and no assets.  Entrepreneur.com says that
about $23.5 million of Mr. Barber's debt is tied to creditors
holding secured claims, including a $15.85 million claim by
Enterprise Bank & Trust; a $5 million claim by First Arkansas
Bank; a $2.9 million claim by First Federal Bank; a $9.7 million
claim by First State Bank of Northwest Arkansas; a $750,000 claim
by Arkansas Bankers' Bank of Little Rock; and a $250,000 claim by
Timberland Bank.  Mr. Barber, according to Entrepreneur.com,
listed an $8.47 million unsecured claim by Legacy National Bank of
Springdale and gambling debts totaling $185,000 to the Bellagio
and Venetian casinos in Las Vegas.

Based in Fayetteville, Arkansas, Brandon Barber and Seth Kaffka
develops real estate in northwest Arkansas as Lynnkohn, LLC.  The
Debtors filed for Chapter 11 bankruptcy petition on Aug. 20, 2008
(Bankr. W.D. Ark. Case No. 08-73301).  K. Vaughn Knight, Esq., at
Knight Law Firm, PLC, represents the Debtors in their
restructuring efforts.  When they filed for bankruptcy, they
listed $35,365,102 in total assets and $31,618,598 in total debts.


BRISAR HOLDINGS: Has $1.8 Mil. Offer for Philadelphia Property
--------------------------------------------------------------
Subject to any higher and better offers, Brisar Holdings, LLC,
asks the U.S. Bankruptcy Court for the District of New Jersey to
approve the sale of a 150,000 square foot building on 1.5 acres of
land located at 1200 East Erie Ave. in Philadelphia, Pa., to
Seymore Rubin for $1.8 million.  A Sale Hearing will be held in
Newark, N.J., at 10:00 a.m. on Jan. 19, 2010.

Brisar Holdings, LLC, and Brisar Industries, Inc. --
<http://www.brisar.com/>http://www.brisar.com/-- design and develop packaging products.   
Brisar Holdings and Brisar Industries sought chapter 11 protection
(Bankr. D. N.J. Case Nos. 09-38362 and 09-38357) on Oct. 23, 2009,
and are represented by Jeffrey A. Cooper, Esq., and Marc D.
Miceli, Esq., at Carella, Bryne, Bain, Gilfillan, Cecchi in
Roseland, N.J.  At the time of the filing, each Debtor estimated
its assets and debts at less than $10 million.


BROCK TUCY: Files Schedules of Assets & Liabilities
---------------------------------------------------
Brock P. Tucy filed with the U.S. Bankruptcy Court for the
District of Massachusetts its schedules of assets and liabilities,
disclosing:

Name of Schedule                   Assets           Liabilities
----------------                   ------           -----------
A. Real Property               $18,100,000      

B. Personal Property               $90,005

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                  $6,883,022

E. Creditors Holding
   Unsecured Priority
   Claims                                                  $0

F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $498,129

                                -------------        -----------
TOTAL                          $18,190,005.00      $7,381,151

East Wareham, Massachusetts-based Brock P. Tucy filed for Chapter
11 bankruptcy protection on December 16, 2009 (Bankr. D. Mass.
Case No. 09-22152).  Norman Novinsky, Esq., at Novinsky &
Associates assists the Company in its restructuring effort.  The
Company has assets of $18,190,005, and total debts of $7,381,151.


BROCK TUCY: Sec. 341 Creditors Meeting Set for Jan. 13
------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of Brock P.
Tucy's creditors on January 13, 2010, at 2:00 p.m. at Suite 1055,
U.S. Trustee Office, J.W. McCormack Post Office & Courthouse, 5
Post Office Sq., 10th Floor, Boston, MA 02109.

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.

East Wareham, Massachusetts-based Brock P. Tucy filed for Chapter
11 bankruptcy protection on December 16, 2009 (Bankr. D. Mass.
Case No. 09-22152).  Norman Novinsky, Esq., at Novinsky &
Associates assists the Company in its restructuring effort.  The
Company has assets of $18,190,005, and total debts of $7,381,151.


BROCK TUCY: Taps Norman Novinsky as Bankruptcy Counsel
------------------------------------------------------
Brock P. Tucy has asked for permission from the U.S. Bankruptcy
Court for the District of Massachusetts to hire Norman Novinsky as
bankruptcy counsel.

Mr. Novinsky will, among other things, prepare necessary
applications, answers, orders, reports, and other legal papers
including a plan of reorganization and disclosure statement and
provide legal advice to the Debtor with respect to its powers and
duties with respect to property of the estate.

Mr. Novinsky will be paid $325 per hour for his services.

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

East Wareham, Massachusetts-based Brock P. Tucy filed for Chapter
11 bankruptcy protection on December 16, 2009 (Bankr. D. Mass.
Case No. 09-22152).  The Company has assets of $18,190,005, and
total debts of $7,381,151.


CANOPY FINANCIAL: To Auction Assets on January 25
-------------------------------------------------
Canopy Financial Inc. intends to sell all assets at an auction on
Jan. 25.  According to Bill Rochelle at Bloomberg News, five
prospective buyers conducted due diligence, with the best term
sheet, from TriZetto Group Inc., offering $6.1 million cash.

Other bids will be due initially by Jan. 21 -- preceding a Jan. 25
auction and a Jan. 26 hearing for approval of the sale.  The sale
process and schedule under 11 U.S.C. Sec. 363 is subject to
approval by the Bankruptcy Court.

Canopy sold $75 million in preferred stock in July and August.
From the proceeds, $39.3 million was used to repurchase some
existing common and preferred stock.  The company said two
officers were implicated in the accounting irregularities. One was
fired and the other resigned.

Chicago-based Canopy Financial is a provider of financial
processing services for the health-care industry.  It filed for
Chapter 11 on November 25 (Bankr. N.D. Ill. Case No. 09-44943).
The petition says assets are less than $10 million while debt
exceeds $50 million.


CANWEST MEDIA: S&P Withdraws 'D' Long-Term Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew all its
ratings, including its 'D' long-term corporate credit ratings, on
Canwest Media Inc. and subsidiary Canwest Limited Partnership.  

Canwest Media filed for bankruptcy protection in October 2009.


CAPE FEAR: Court Confirms Plan of Liquidation
---------------------------------------------
BankruptcyData reports that the U.S. Bankruptcy Court confirmed
Cape Fear Bank' First Amended Plan of Liquidation.  Under the Plan
each pre-petition executory contract or unexpired lease which was
not otherwise rejected, assumed or assigned during the Debtor's
Chapter 11 case will be deemed rejected by the Debtor as of the
effective date, unless otherwise assumed.

Plan documents state, "The Debtor initiated this Chapter 11 case
in an effort to wind down its operations under the supervision of
the Court, and bring all claims and potential claimants to one
forum so that all assets could be distributed to all known and
unknown claimants. The Debtor's Plan proposes to distribute its
assets pro rata to all of its creditors, in accordance with the
priorities of claims, the priorities of the Bankruptcy Code, and
any Final Orders entered by the Court. The Debtor's current board
of directors and officers will continue to manage the Debtor's
affairs until such time as the Debtor's Plan is consummated."

Cape Fear Bank Corp.'s primary asset consisted of its stock in
Cape Fear Bank, which was lost after the FDIC was appointed as the
receiver for the bank.

                        About Cape Fear Bank

Based in Raleigh, North Carolina, Cape Fear Bank Corporation, fdba
Bank of Wilmington Corporation, filed for Chapter 11 bankruptcy
protection on June 23, 2009 (Bankr. E.D.N.C. Case No. 09-05179).
Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina,
serves as the Debtor's counsel.  In its petition, the Debtor
disclosed $473,852 in total assets and $10,560,000 in total debts

Cape Fear Bank was closed April 10, 2009 by the North Carolina
Office of Commissioner of Banks, which then appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First Federal Savings and Loan Association of
Charleston, Charleston, South Carolina, to assume all of the
deposits of Cape Fear Bank.  


CAPMARK FINANCIAL: Has Nod to Tap JR Myriad as Real Estate Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc. obtained the Court's permission to retain JR Myriad LLC
as its commercial real estate business advisors.  The Committee
has selected JR Myriad because of JR Myriad's wealth experience in
the area of commercial real estate operations involving the nature
and type of unique, specialized services, complex lines of
business and the challenges facing distressed commercial real
estate assets that are at the center of the Debtors' Chapter 11
cases.

As real estate advisors, JR Myriad will:

  (a) assist and advice in the evaluation and execution of
      liquidation activities of the Debtors as necessary to
      maximize the Committee's recovery of assets available to
      the estate's creditors in connection with the Chapter 11
      cases;

  (b) assist and advice in evaluating transition plans,
      attendant anticipated sales of lines of business or assets
      of the Debtors, and assist in the development of lists,
      plans, and schedules appropriate to facilitate the
      execution of approved transactions;

  (c) assist and advice in evaluating or developing for the
      Committee's review of possible restructuring plans or
      strategic alternatives for maximizing the recovery of the
      Debtors' various business lines;

  (d) render other general business consulting or other
      assistance as the Committee or its counsel may deem
      necessary, and agreed to by JR Myriad, that is consistent
      with the role of commercial real estate business
      advisors and not duplicative of services provided by other
      professionals in the proceedings;

  (e) in every instance, JR Myriad's services will be utilized
      to supplement or fill in the gaps of the Committee's other
      retained professionals as specialists in the field of
      commercial real estate transactions; JR Myriad is not
      being retained as general financial advisors to the
      Committee and its hourly compensation reflects its
      specialist role.

JR Myriad will be paid based on the firm's current hourly rates:

         Managing Director               $525-$725
         Director                        $325-$525
         Associate                       $225-$325
         Analyst                         $125-$225

JR Myriad will also be reimbursed for its actual and necessary
expenses incurred.

The Debtors will indemnify and hold harmless JR Myriad, its
officers, members, principals, officers, members, directors,
officers, and agents, from any and all claims, demands, suits,
proceedings, judgments, awards, damages and expenses incurred by
any Indemnified Person.

Debbie L. Miede, a managing director at JR Myriad LLC, assures
the Court that her firm does not hold or represent any interest
adverse to the Committee on matters for which it is to be
employed.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Panel Gets Nod to Hire Bayard as Del. Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases obtained the Court's authority to retain
Bayard, P.A., as its Delaware counsel, nunc pro tunc to
November 4, 2009.  The Committee has selected Bayard because of
the firm's attorneys' experience and knowledge and because of the
absence of any conflict of interest.

As Delaware counsel, Bayard will:

  (a) provide legal services with respect to the Committee's
      powers and duties;

  (b) assist in the investigation of the acts, conduct, assets,
      liabilities and financial condition of the Debtors, the
      operation of the Debtors' businesses, and any other matter
      relevant to the Chapter 11 cases or to the formulation of
      a plan or plans of reorganization or liquidation;

  (c) prepare on behalf of the Committee necessary applications,
      motions, complaints, answers, orders, agreements and other
      legal papers;

  (d) review, analyze and respond to all pleadings filed by the
      Debtors and appear in Court to present necessary motions,
      applications and pleadings and to protect the interest of
      the Committee;

  (e) consult with the Debtors, their professionals and the U.S.
      Trustee concerning the administration of the Debtors'
      estates;

  (f) represent the Committee in hearings and other judicial
      proceedings;

  (g) advise the Committee on practice and procedure in the
      Bankruptcy Court for the District of Delaware; and

  (h) perform all other legal services for the Committee in
      connection with the Chapter 11 cases.

Bayard will be paid pursuant to the firm's current standard
hourly rates.  The primary attorneys and paralegals expected to
represent the Committee and their current hourly rates are:

              Attorney                Rate/Hour
              --------                ---------
              Neil B. Glassman          $795
              Jamie L. Edmonson         $510
              GianClaudio Finizio       $400
              Evan Miller               $230
              Tiffany Matthews          $245

The Firm will also be reimbursed for the actual and necessary
expenses incurred.

Neil B. Glassman, Esq., at Bayard, P.A., in Wilmington, Delaware,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Panel Has Nod for Alvarez as Fin'l Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases obtained the Court's authority to retain
Alvarez & Marsal North America, LLC, as its financial advisors,
nunc pro tunc to November 3, 2009.  The Committee has selected
Alvarez & Marsal because of its wealth experience in providing
financial advisory services in restructuring and reorganizations
and enjoys and excellent reputation for services it has rendered
in large and complex Chapter 11 cases.

As advisors, Alvarez & Marsal will:

  (a) assist and advice the Committee with respect to the
      Debtors' proposed dispositions of assets or sales of
      business units;

  (b) review historical and current accounting practices,
      including intercompany allocations, and analyze the nature
      of the transactions supporting, and amounts of, material
      intercompany account balances, between among the Debtors
      and their affiliates, as of the Petition Date;

  (c) assist in the review of the Debtors' corporate ownership
      and capital structure as it impacts potential claims of
      various entities and creditor recoveries;

  (d) assist in the review of financial information distributed
      by the Debtors to creditors and others, including, but not
      limited to, cash flow projections, budgets, cash receipts
      and disbursement analysis, analysis of various assets and
      liability accounts, and analysis of proposed transactions
      for which Court approval is sought;

  (e) assist in the review of financial related disclosures
      required by the Court, including the Schedules of Assets
      and Liabilities and Statement of Financial Affairs and
      Monthly Operating Reports;

  (f) assist with a review of the Debtors' short-term cash
      management procedures and monitoring cash flow;

  (g) assist with a review of the Debtors' employee benefits
      programs, including key employee retention, incentive,
      pension and other post-retirement benefit plans;

  (h) assist in the evaluation of the Debtors' operations and
      identification of areas of potential cost savings,
      including overhead and operating expense reductions and
      efficiency improvements;

  (i) attend at meetings and assist in discussions with the
      Debtors, regulatory agencies, potential investors, banks,
      other secured lenders, the Committee and any other
      official committees organized in the Debtors' Chapter 11
      proceedings, the U.S. Trustee, other parties-in-interest
      and professionals hired;

  (j) coordinate with Loughlin Meghji, proposed crisis managers
      for the Debtors, and the Debtors' other advisors in the
      review of the Debtors' operations and financial
      information as appropriate and necessary to benefit the
      Committee;

  (k) assist in the review or preparation of information and
      analysis necessary for the confirmation of a plan in the
      Debtors' Chapter 11 proceedings;

  (l) assist in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers, and in the review of potential claims levels
      and the Debtors' reconciliation or estimation process;

  (m) assist with various tax matters including, but not limited
      to, the impact of the Debtors' claims, and tax related to
      a plan of reorganization;

  (n) provide litigation advisory services with respect to
      accounting and tax matters, along with expert witness
      testimony on case-related issues as required by the
      Committee;

  (o) assist in the review of various assets held by both
      Capmark Bank and Debtor entities to understand the
      underlying value and potential recoveries to the unsecured
      creditors;

  (p) assist in the evaluation of the Debtors' plans related to
      capitalizing and funding Capmark Bank, as required; and

  (q) render other general business consulting or other
      assistance as the Committee or its counsel may deem
      necessary, and agreed to by A&M, that are consistent with
      the role of a financial advisor and not duplicative of
      services provided by other professionals.

The firm will be paid based on its current hourly rates:

   Managing Director         $625-$850
   Director                  $450-$625
   Associate/Analyst         $200-$450

It will also be reimbursed for its reasonable out-of-pocket
expenses incurred in connection with the engagement.

The Debtors have agreed that the reports and any oral advice
Alvarez & Marsal may give are solely for the benefit of the
Committee and no other party is entitled to receive or rely on
those reports or advice.

Lawrence Hirsh, managing director of Alvarez & Marsal North
America, LLC, 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/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


CAPROCK REAL ESTATE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Caprock Real Estate Holdings, L.L.C
        408 East Woodrow Road
        Lubbock, TX 79423

Bankruptcy Case No.: 09-50577

Chapter 11 Petition Date: December 23, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Lubboc)

Judge: Robert L. Jones

Debtor's Counsel: Harold H. Pigg, Esq.
                  P.O. Box 6887
                  Lubbock, TX 79493-6887
                  Tel: (806) 785-1500
                  Fax: (806) 785-1565
                  Email: hhplaw@sbcglobal.ne
                 
Estimated Assets: $1,000,001 to $10,000,000

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

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

The petition was signed by Don Roark.


CAPROCK WINE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Caprock Wine Company, LLC
          dba Cap*Rock Winery
          dba Cap Rock Winery
        408 East Woodrow Road
        Lubbock, TX 79423

Bankruptcy Case No.: 09-50576

Chapter 11 Petition Date: December 23, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Lubbock)

Judge: Robert L. Jones

Debtor's Counsel: Harold H. Pigg, Esq.
                  P.O. Box 6887
                  Lubbock, TX 79493-6887
                  Tel: (806) 785-1500

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

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

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

             <http://bankrupt.com/misc/txnb09-50576.pdf>http://bankrupt.com/misc/txnb09-50576.pdf

The petition was signed by Don Roark.


CARBONICS CAPITAL: Net Loss Down to $90,700 in Q3 2009
------------------------------------------------------
Carbonics Capital Corporation reported a net loss of $90,683 on
revenue of $149,153 for the three months ended Sept. 30, 2009,
compared with a net loss of $428,172 on revenue of $1,559,187 for
the same period of 2008.

The Company reported a net income of $3,158,866 on revenue of
$1,786,983 for the nine months ended September 30, 2009, compared
to a net loss of $3,641,314 on revenue of $7,742,630 for the same
period last year.  

For the nine months ended September 30, 2009, the Company
recognized a gain for the change in fair value of several
convertible debentures due to YA Global Investments, LP of
$5,183,296, compared to a loss of $2,819,738 for these debentures
for the same period last year.

Other expenses for the first nine months of 2009 included $464,144
in non-cash expenses associated with the conversion features
embedded in the convertible debentures issued by the Company
during the nine months ended September 30, 2009.  There was no
such expense in 2008.

At the present time, Carbonics has no source of committed  
capital.  The Company is currently investigating the availability  
of both equity and debt financing necessary to complete the  
Company's current projects.

            Culbertson's Oilseed Crush Facility Idled

The Company's Culbertson oilseed processing facility did not
receive a line of credit for 2008 crop purchases, voluntarily  
surrendered its commodity dealers license and, on April 27, 2009,  
entered into a settlement agreement with the states of Montana and
North Dakota pertaining to outstanding payments due for purchase
of oilseeds during 2008 that were contracted at rates far greater
than current oilseed values.  Culbertson had previously   
negotiated with two separate banks to receive working capital  
financing sufficient to service these obligations.  Neither bank
was able to close due to strain in the prevailing commodity and
financial markets.  

Culbertson has accordingly idled its operations pending
liquidation by the Montana Department of Agriculture of   
Culbertson's inventories to satisfy the oilseed  payables.   
Culbertson is permitted to reacquire its commodity license upon
the completion of sufficient working capital and equity financing
to operate.  The liquidation of Culbertson's inventory is ongoing
and is expected to be complete during the third quarter 2009.  
Approximately $1,216,136 was due to growers who had delivered
seed, of which amount $950,723 had been paid as of July 17, 2009.  
The remaining amount due and owing to the growers of $265,413 was
paid in September of 2009.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $2,643,493 in total assets and $13,894,717 in total
liabilities, resulting in a $11,251,224 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $527,463 in total current
assets available to pay $12,979,790 in total current liabilities.

A full-text copy of the Company's quarterly report is available at
no charge at <http://researcharchives.com/t/s?4c3c>http://researcharchives.com/t/s?4c3c

                       Going Concern Doubt

The Company had an accumulated deficit of $135,352,826 at
September 30, 2009.  As of September 30, 2009 the Company's
current liabilities exceeded current assets by $12,452,327, which
includes convertible debentures of $7,948,120, accrued interest
payable of $840,689, and related party convertible debentures of
$415,293.  The Company's working capital deficit net of these
amounts is $3,248,225.  

"These matters raise substantial doubt about the Company's ability
to continue as a going concern."  

                     About Carbonics Capital

Headquartered in New York, N.Y., Carbonics Capital Corporation
(OTC BB: CICS) through its subsidiaries, develops renewable energy
projects that facilitate the use of carbon in energy supply chains
in the United States.  Development activities during 2009 have
primarily involved evaluation of a number of different biological,
chemical and other technologies designed to recycle carbon dioxide
into value-added products.  

Operations during the nine months ended September 30, 2009, mostly
involved the maintenance of its idled oilseed crush facility in
Culbertson, Montana.  The Company is currently seeking investment
for the revitalization of this facility based on its potential
value in the biofuel and culinary markets.


CASCADE BANCORP: Gets Non-Compliance Notice, Drops Stock Offering
-----------------------------------------------------------------
Cascade Bancorp has withdrawn its registration statement with
respect to the public offering of $93 million of its common stock.  
The Company plans to continue to pursue capital raising
opportunities once market conditions become more favorable.

On October 29, 2009, the Company entered into securities purchase
agreements with David F. Bolger and an affiliate of Lightyear Fund
II, L.P. for the purchase and sale of an aggregate of $65 million
of shares of the Company's common stock.  Mr. Bolger and Lightyear
are permitted to terminate those securities purchase agreements on
December 31, 2009.  Lightyear and Mr. Bolger have indicated a
willingness, under certain conditions, to amend these arrangements
in order to provide the Company additional time to implement a
capital raise.  In addition, the Company's agreement to repurchase
$66 million in trust preferred securities for an after-tax gain of
approximately $31 million remains in place, conditioned upon
meeting previously disclosed capital raise related closing
conditions.

CEO Patricia L. Moss commented, "We are appreciative of the
continuing support of Lightyear and Mr. David F. Bolger as we seek
to augment their aggregate conditional commitment of $65 million
with additional sources of capital.  Given the challenging capital
market conditions we must remain flexible and persistent in our
efforts to raise capital to improve our financial strength."

Separately, on December 17, 2009, the Company received a notice
letter from The NASDAQ Stock Market regarding its non-compliance
with Rule 5550(a)(2) of the NASDAQ Marketplace Rules with respect
to the minimum bid price requirement of $1.00 per share.  The
Company's common stock has failed to meet the $1.00 minimum bid
price for 30 consecutive business days.

The notice letter has no immediate effect on the listing of the
Company's common stock on The NASDAQ Capital Market.  In
accordance with Rule 5810(b) of the NASDAQ Marketplace Rules, the
Company has a 180 calendar day grace period, or until June 15,
2010, to comply with the minimum bid price requirement.  To regain
compliance, the bid price must meet or exceed $1.00 per share for
at least ten consecutive business days prior to June 15, 2010.

If the Company does not regain compliance with the minimum bid
price rule by June 15, 2010, NASDAQ will again provide written
notification that the Company's securities are subject to
potential delisting.  At that time, the Company may appeal the
delisting determination to a NASDAQ listing qualifications
hearings panel.

        About Cascade Bancorp and Bank of the Cascades

Cascade Bancorp, headquartered in Bend, Oregon and its wholly-
owned subsidiary, Bank of the Cascades, operates in Oregon and
Idaho markets.  Founded in 1977, Bank of the Cascades offers full-
service community banking through 32 branches in Central Oregon,
Southern Oregon, Portland/Salem and Boise/Treasure Valley.


CASCADE GRAIN: Sells Plants to JH Kelly for $15 Million
-------------------------------------------------------
Stover E. Harger, III, at the South County Spotlight, reports that
JH Kelly LLC purchased Cascade Grain's plant for $15 million in an
auction on Dec. 9, 2009.  JH Kelly built the Company's plant and
has been attempting to recover $33 million in liens from it since
it shut down.

Cascade Grain Products LLC -- <http://www.cascadegrain.com/>http://www.cascadegrain.com/-- is a
member of a family of companies ultimately controlled by Berggruen
Holdings Ltd.  Cascade Grain Products has a 113.4-million gallon
ethanol plant in Oregon.

Cascade Grain Products filed for Chapter 11 on January 28, 2009
(Bankr. D. Ore. Case No. 09-30508).  Douglas R. Pahl, Esq., at
Perkins Coie LLP, represents the Debtor.  The petition says that
assets and debts range $100 million to $500 million.

The U.S. Bankruptcy Court for the District of Oregon converted
Cascade Grain's Chapter 11 reorganization case to Chapter 7
liquidation.


CCT COMMUNICATIONS: Small Debtor's Chapter 11 Case Dismissed
------------------------------------------------------------
WestLaw reports that regardless of whether a Chapter 11 debtor
was, in fact, a "small business debtor," the fact that the debtor,
by virtue of holding itself out as a small business debtor, had
obtained an extension of the exclusivity period for filing a plan
to which it would not have been entitled but for its putative
small business debtor status was enough to judicially estop the
debtor from subsequently changing course and denying its status as
a small business debtor, for purpose of defending a motion to
dismiss based on its failure to timely confirm a plan.  Moreover,
the fact that a creditor moving to dismiss was also involved in a
pending adversary proceeding with the debtor, and had waited until
the statute of limitations had run on some of the claims asserted
in this adversary proceeding to move to dismiss, was not an
"unusual circumstance," such as would allow the court to deny the
motion to dismiss.  In re CCT Communications, Inc., --- B.R. ----,
2009 WL 4071850 (Bankr. S.D.N.Y.) (Bernstein, C.J.).

CCT Communications, Inc., filed a chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-10210) on Jan. 29, 2007, represented by
Arnold Mitchell, Esq., at Greene Robinson Brog Leinwand Greene
Genovese & Gluck, P.C., at that time.  Sanford P. Rosen, Esq., at
Rosen & Associates, P.C., and Glenn B. Manishin, Esq., at Duane
Morris LLP, also represent the Debtor.  At the time of the filing,
the Debtor disclosed $774,047 in assets and debts of $1,028,249.

CCT filed a Plan of Reorganization on the last possible day --
November 26, 2007 -- to do so as a small business debtor.  The
Debtor intended to fund the plan distributions, at least in part,
with the proceeds generated through adversary proceedings against
Global Crossing Telecommunications, Inc., and Zone Telecom, Inc.  
The Honorable Stuart M. Bernstein conducted a two day evidentiary
hearing, and concluded that CCT is judicially estopped from taking
the position that it is not a small business debtor.  Chief Judge
Bernstein ruled that the case will be dismissed, but the Court
will retain jurisdiction over the adversary proceeding between CCT
and Global Crossing as well as any fee applications by Court-
appointed professionals.


CELL THERAPEUTICS: Files Amendment to Registration Statement
------------------------------------------------------------
Cell Therapeutics, Inc., filed with the Securities and Exchange
Commission Amendment No. 1 to Form S-3 Registration Statement
under the Securities Act of 1933.  Pursuant to the accompanying
prospectus, the Company said selling shareholders identified in
the prospectus may sell up to 5,607,468 shares of the Company's
common stock.  Those shares of common stock were originally issued
by the Company in full satisfaction of the shareholders'
contingent right to certain milestone payments in connection with
the Company's acquisition of Systems Medicine, Inc., in a stock
for stock merger.  The selling shareholders may offer and sell
their shares in public or private transactions, or both.  These
sales may occur at fixed prices, at market prices prevailing at
the time of sale, at prices related to prevailing market price, or
at negotiated prices.

The selling shareholders may sell shares through underwriters,
broker-dealers or agents, who may receive compensation in the form
of discounts, concessions or commissions from the selling
shareholders, the purchasers of the shares, or both.  The Company
will not receive any of the proceeds from the sale of the shares
by the selling shareholders.

The Company's common stock is quoted on The NASDAQ Capital Market
and on the MTA stock market in Italy under the symbol "CTIC".  On
December 18, 2009, the last reported sale price of the Company's
common stock on The NASDAQ Capital Market was $1.14.

A full-text copy of Amendment No. 1 is available at no charge
at <http://ResearchArchives.com/t/s?4c2e>http://ResearchArchives.com/t/s?4c2e

                      About Cell Therapeutics

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

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

                        Bankruptcy Warning

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

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

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


CHARLES ALESCIO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Charles Alescio
                 dba Chuck Alescio Contracting and Plumbing
                 dba US Lumber Company
                 dba Alescio Realty
               Carolyn D. Alescio
                 dba Roosters and Lace
                 dba Carolyn Homes and Remodeling
               326 Snowberry Circle
               Venetia, PA 15367

Bankruptcy Case No.: 09-29368

Chapter 11 Petition Date: December 22, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtors' Counsel: Jason J. Mazzei, Esq.
                  Mazzei & Associates
                  432 Boulevard of the Allies
                  Professional Office Building
                  Pittsburgh, PA 15219
                  Tel: (412) 765-3606
                  Fax: (412) 765-1917
                  Email: ecf@debt-be-gone.com

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

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

According to the schedules, the Company has assets of $1,480,878,
and total debts of $2,036,464.

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

            <http://bankrupt.com/misc/pawb09-29368.pdf>http://bankrupt.com/misc/pawb09-29368.pdf

The petition was signed by the Joint Debtors.


CHARLES LEE ROSE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Charles Lee Rose
               Nicole Marie Rose
               1660 S Valdez St
               Las Vegas, NV 89117

Bankruptcy Case No.: 09-33798

Chapter 11 Petition Date: December 22, 2009

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

Judge: Mike K. Nakagawa

Debtors' Counsel: David J. Winterton, Esq.
                  211 N. Buffalo Dr. #A
                  Las Vegas, NV 89145
                  Tel: (702) 363-0317
                  Email: david@davidwinterton.com

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

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

According to the schedules, the Company has assets of $2,384,704,
and total debts of $5,168,545.

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

             <http://bankrupt.com/misc/nvb09-33798.pdf>http://bankrupt.com/misc/nvb09-33798.pdf

The petition was signed by the Joint Debtors.


CHATSWORTH INDUSTRIAL: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Chatsworth Industrial Park, LP
        5101 Vanalden Avenue
        Tarzana, CA 91356

Bankruptcy Case No.: 09-27368

Chapter 11 Petition Date: December 23, 2009

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

Judge: Geraldine Mund

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

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

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

The petition was signed by Sharon Lynne Boyar.

Debtor's List of 3 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Mitchell J. Ezer, Esq.     Attorneys Fees         $30,300
Ezer Williamson LLP

Piken Company              Services               $25,000

Ira Benjamin Katz, Esq.    Attorneys Fees         $10,000


CHEM RX: Moody's Downgrades Corporate Family Rating to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service lowered Chem Rx Corporation's corporate
family rating and probability-of-default rating to Caa3 from Caa1,
the first lien senior secured credit facilities to Caa2 from B3,
and the second lien term loan to Ca from Caa2.  The ratings
outlook is negative.  This action completes a ratings review that
was initiated on April 6, 2009.  The speculative grade liquidity
rating remains SGL-4.  

The downgrade of the corporate family rating and probability-of-
default rating reflects Moody's heightened concern over the risk
of default.  The company was not in compliance with the financial
covenants governing its senior secured credit facilities for the
quarter ended December 31, 2008.  Additionally, Chem Rx's
forbearance agreement with lenders was to expire on June 26, 2009.  
The company has yet to file financial statements since the quarter
ended September 30, 2008.  

Following these actions, the ratings will be withdrawn because
Moody's believes it lacks adequate information to maintain a
rating.  

These ratings were downgraded:

  -- Corporate family rating to Caa3 from Caa1;

  -- Probability-of-default rating to Caa3 from Caa1;

  -- $25 million senior secured revolving credit facility due 2012
     to Caa2 (LGD3, 35%) from B3 (LGD3, 35%);

  -- $80 million first lien senior secured term loan due 2013 to
     Caa2 (LGD3, 35%) from B3 (LGD3, 35%);

  -- $37 million second lien senior secured term loan due 2014 to     
     Ca (LGD5, 80%) from Caa2 (LGD5, 80%).  

The last rating action was on April 6, 2009 when Moody's lowered
Chem Rx's corporate family rating and probability-of-default
rating to Caa1 from B3 and the first lien senior secured credit
facilities to B3 from B2.  Moody's also affirmed the Caa2 rating
on the second lien term loan.  The ratings were also placed under
review for possible further downgrade.  The speculative grade
liquidity rating remained SGL-4.  

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

Headquartered in Long Beach, New York, Chem Rx Corporation
provides institutional pharmacy services to skilled nursing
facilities and other long-term healthcare institutions.  


CHEMTURA CORP: Deadline to Decide on Lyondell Lease Extended
------------------------------------------------------------
Before the Petition Date, Chemtura Corp.'s debtor-affiliate
BioLab, Inc., entered into a certain land lease with Olin
Corporation, Lyondell Chemical Company's predecessor-in-interest,
for a tract of land containing an industrial complex, located in
Lake Charles, Louisiana.

On October 27, 2009, the Bankruptcy Court handling Chemtura's
Chapter 11 cases extended the period within which
Chemtura Corp. and its units must assume or reject unexpired
leases of nonresidential real property, including the Land Lease,
through and including November 30, 2009.

However, BioLab and Lyondell are still negotiating, in good
faith, to resolve a number of issues relating to the Land Lease.
In order to facilitate the negotiations and allow the parties the
necessary time to continue, BioLab and Lyondell agree to grant
BioLab additional time to determine whether to assume or reject
the Land Lease.

In a Court-approved stipulation, the Parties agreed that the time
period within which BioLab must decide on whether to assume or
reject the Land Lease is extended through and including
January 15, 2010.

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
<http://www.chemtura.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


CHEMTURA CORP: SK Capital Offering $45-Mil. for PVC Additives
-------------------------------------------------------------
Chemtura Corporation, debtor-in-possession has entered into a
definitive agreement with SK Capital Partners, a New York-based
private equity firm focusing on the specialty materials, chemicals
and healthcare industries, whereby SK Capital has agreed to
acquire Chemtura's global PVC Additives business.  The sale will
include certain assets, the stock of a European subsidiary and the
assumption of certain liabilities.  

The proposed transaction is subject to approval by the United
States Bankruptcy Court for the Southern District of New York and
a Court-approved auction process pursuant to which other parties
will have the opportunity to submit higher or better offers for
the PVC Additives business, as well as certain other closing
conditions and consent by Chemtura's debtor-in-possession
financing lenders.

Law360 reports that SK Capital is offering $45 million for the PVC
Additives business.

The PVC Additives business has a strong, global manufacturing
footprint with plant operations in North America and Europe, and
tolling agreements in the EU and North America.  It also has
valuable intellectual property and significant growth initiatives
in its pipeline.  The PVC Additives business develops,
manufactures, sells and distributes tin stabilizers, liquid and
solid mixed metals, liquid phosphite esters, epoxidized soybean
oil, thiochemicals, organic-based stabilizers, and impact
modifiers used primarily in PVC applications.

The PVC Additives business had revenues of $374 million in the
calendar year of 2008 and $177 million for the nine months ended
Sept. 30, 2009.  

Craig A. Rogerson, Chemtura's Chairman, President and Chief
Executive Officer, said, "We believe that the proposed transaction
is the most certain way to maximize the value of the PVC Additives
business and is in the best interests of the Company and all of
our stakeholders.  The PVC Additives business is well-positioned
in its industry segments with great technology, blue-chip
customers and talented employees, and this proposed transaction
will bring a tighter focus to Chemtura's business portfolio."

Chemtura has filed a motion with the Court pursuant to which SK
Capital will be the lead or "stalking horse" bidder in a Court-
approved auction for the purchase of the PVC Additives business.

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
<http://www.chemtura.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


CHEMTURA CORP: States Dispute Bankr. Court Jurisdiction on Suit
---------------------------------------------------------------
Chemtura Corporation and its debtor affiliates commenced an
adversary complaint against the United States and the states of
Alabama, California, Connecticut, Delaware, Florida, Georgia,
Illinois, Indiana, Kansas, Louisiana, Michigan, Nevada, New
Jersey, New York, North Carolina, Ohio, Oregon, Pennsylvania,
Tennessee, Texas and West Virginia on November 3, 2009.

As specialty chemical manufacturers, the Debtors have an
operating history of more than 100 years and as a result, they
are burdened by a variety of "legacy" liabilities, Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, in New York, avers.  The
Debtors face potentially significant environmental liabilities
and obligations at numerous "legacy" sites that are not currently
part of the Debtors' bankruptcy estates, but which arose largely
as a result of the lengthy industrial history of the Debtors'
predecessors, Mr. Cieri tells the Court.

Accordingly, under the Adversary Complaint, the Debtors seek a
declaratory judgment that the Environmental Orders and
Obligations are dischargeable as prepetition general unsecured
claims in their Chapter 11 cases.

                 Passaic Wants to Intervene

The Passaic Valley Sewerage Commissioners seek to intervene in
the adversary proceeding initiated by the Debtors against various
government entities.

PVSC previously purchased a New Jersey real property, which
required environmental remediation, from the Debtors.  The
Debtors, however, advised PVSC in June 2009 that they would cease
remediation of PVSC's real property.  PVSC still owns the real
property.

Joel R. Glucksman, Esq., at Scarinci Hollenback, in Lyndhurst,
New Jersey, relates that the nexus between PVSC and the parties
in the Adversary Complaint is obvious -- the Debtors seek a
determination that they have no obligation to remediate a
specific property which PVSC owns.

Specifically, the Debtors seek a declaratory judgment that they
may discharge all liabilities for the cleanup or remediation of
certain real properties they previously owned or operated, and
which are apparently contaminated with various pollutants.  In
this light, Passaic wants to have the opportunity to protect its
interest by intervening in the Adversary Complaint.

In a separate filing, the Official Committee of Unsecured
Creditors submitted a statement of intervention.  No specific
details or reasons, however, were noted on the statement.

                     Parties Answer Complaint

The State of New York, The State of New Jersey, and The State of
Florida Department of Environmental Protection submitted their
responses to the Debtors' Adversary Complaint.  They generally
deny the Debtors' allegations and assert that they do not have
sufficient information to form a belief as to the validity of the
allegations.

Florida contends that the Bankruptcy Court lacks subject matter
jurisdiction over the matters alleged in the Complaint to the
extent that it seeks to review, revise or eliminate the
obligations contained in an environmental compliance order that
by law and by its express terms is subject to review only in the
courts or administrative bodies of the State of Florida.

New York points out that the issues related to environmental
compliance obligations at certain sites are not ripe for
consideration because New York has not issued a notice of
violation and has not undertaken an enforcement action with
respect to the Debtors' compliance obligations at the sites.

The State Defendants deny that the Debtors are entitled to the
relief they seek and ask the Court to dismiss the Adversary
Complaint.

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
<http://www.chemtura.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


CHEMTURA CORP: Stay Modified to Allow USW to Pursue Suit
--------------------------------------------------------
The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
ask the Court approve a certain stipulation it entered into with
the Debtors, which embodies the Parties' agreement for a
modification of the automatic stay in order for a certain
litigation USW filed against Debtor Chemtura Corp. to proceed to
judgment.

The lawsuit is currently pending in the United States District
Court for the Northern District of West Virginia.  Under the
Litigation, the USW seeks an order compelling Chemtura to
arbitrate a grievance under a certain collective bargaining
agreement.  Chemtura has defended the litigation and asserted
that the dispute raised by the grievance was within the exclusive
jurisdiction of the National Labor Relations Board and that an
arbitrator had no jurisdiction over the grievance.

The USW Litigation was stayed when the Debtors filed for Chapter
11 protection.

The Parties' Stipulation provides that to the extent the
automatic stay is applicable, the stay will be modified and the
Litigation may proceed to judgment.  Nevertheless, the payment of
any claim that may be asserted against Chemtura as a result of
the Litigation will remain subject to the automatic stay and the
Court will retain jurisdiction with respect to all matters
related to the implementation of the Stipulation.

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
<http://www.chemtura.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


CHICAGO H&S: No Attorney's Lien on Interpleaded Funds
-----------------------------------------------------
WestLaw reports that under Illinois law, a law firm that
represented the assignee of one of the Chapter 11 debtor's
investors in the assignee's dispute with the investor's creditor
was not entitled to a statutory attorney's lien on certain
interpleaded funds.  Although the law firm notified opposing
counsel, that is, the creditor's attorney, of its interest in the
lien, the firm offered no evidence that the creditor got actual
notice of the lien through his attorney.  In re Chicago H & S
Hotel Property, LLC, --- B.R. ----, 2009 WL 4290428 (N.D. Ill.)
(Kennelly, J.).

The Bankruptcy Court ruled that, although the law firm had not
established an entitlement to an attorney's lien, it had an
equitable lien on the proceeds, and the bankruptcy judge entered
an order awarding the firm $19,505.80 from the proceeds.  To
satisfy the "res" requirement for an equitable lien under Illinois
law, Judge Kennelly says that the law firm is required to
establish that an equitable assignment existed under which its
client, the assignee, assigned to it a portion of the settlement
funds, and because the assignee's appeal to the district court did
not address whether there was an understanding amounting to an
assignment of a portion of the funds, remand to the bankruptcy
court is required.

                      About Chicago H&S

Based in Chicago, Illinois, Chicago H&S Hotel Property, LLC, dba
Hotel 71, owns and operates a 40-story, 437 guestroom full service
hotel.  The company filed for Chapter 11 protection on Oct. 29,
2007 (Bankr. N.D. Ill. Case No. 07-20088).  Charles R. Gibbs, Esq.
at Akin Gump Strauus Hauer & Feld LLP, and Daniel A. Zazove, Esq.,
and Jason D. Horwitz, Esq., at Perkins Coie LLP, represent the
Debtor in its restructuring efforts.  The Official Committee of
Unsecured Creditors in the Debtor's case chose Polsinelli Shalton
Flanigan Suelthaus P.C. as its counsel.  The Debtor's schedules
reflect total assets of $133,553,529, and total liabilities of
$106,862,713.


CHINA LOGISTICS: Earns $240,000 in Q3 2009; Sales Decrease 55%
--------------------------------------------------------------
China Logistics Group, Inc., and subsidiaries reported net income
of $239,872 on sales of $5,791,128 for the three months ended
September 30, 2009, compared with a net loss of $1,383,633 on
sales of $12,961,259 for the same period of 2008.

The Company reported a net loss of $34,270 on sales of $13,597,689
for the nine months ended September 30, 2009, compared with a net
loss of $881,383 on sales of $27,753,459 for the same period last
year.

Sales for the third quarter and nine months of 2009 decreased 55%
and 51%, respectively, compared to the same periods in 2008
primarily as a result of a continuing contraction of the Company's  
customer base as some of the Company's clients have ceased or
suspended their manufacturing operations since 2008.  The Company
believes these declines are due to the continuing effects of the
overall global economic slowdown causing a reduction in demand for
Chinese sourced raw materials and finished goods.  As demand for
these goods decrease, demand for the Company's transportation
services also decreases.

The swing to net income in the third quarter of 2009 from a net
loss in the 2008 third quarter was primarily due to a decrease in
selling, general and administrative expenses of approximately
$265,000 and the absence of the registration rights penalty of
$1,597,000 recorded in the third quarter of 2008.  The decrease in
net loss for the first nine months of 2009 when compared to the
same period of 2008 is also due to the non-recurring nature of the
registration rights penalty and non-operating bad debt expense of
$87,221 in 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $7,576,644 in total assets, $5,854,637 in total
liabilities, and $1,722,007 in total equity.

A full-text copy of the Company's Form 10-Q is available for free
at <http://researcharchives.com/t/s?4c3e>http://researcharchives.com/t/s?4c3e

                       Going Concern Doubt

"Our ability to continue as a going concern is dependent upon our
ability to obtain the necessary financing to meet our obligations
and repay our liabilities arising from normal business operations
when they become due, to fund possible acquisitions, and to
generate profitable operations in the future.

These matters, among others, raise substantial doubt about our
ability to continue as a going concern.  These financial
statements do not include any adjustments to the amounts and
classification of assets and liabilities that may be necessary
should we be unable to continue as a going concern."

The report of the Company's independent registered public
accounting firm in connection with the Company's annual report on
Form 10-K for the year ended December 31, 2008, filed with the SEC
on September 29, 2009, contains an explanatory paragraph that
raised substantial doubt as to the Company's ability to continue
as a going concern based on its recurring losses from operations,
limited working capital and an accumulated deficit.  

                      About China Logistics

China Logistics Group, Inc. (OTC BB: CHLO) operates as an
international freight forwarder and logistics management company
in the People's Republic of China.  It acts as an agent for
international freight and shipping companies; and sells cargo
space and arranges land, maritime, and air international
transportation for clients seeking to import or export merchandise
from or into the People's Republic of China.  The Company's
freight forwarding services include goods reception, space
reservation, transit shipment, traffic consolidating, storage,
multimodal transport, and export of mechanical equipment.  It
provides freight forwarding services for a range of merchandise,
such as refrigerated merchandise, hazardous merchandise, and
perishable agricultural products, as well as clothing and
electronics products, and daily merchandise and hardware products.
The Company was founded in 1997 and is based in Paramount,
California.


CHRYSLER LLC: New Chrysler May Need to Cut More Dealerships
-----------------------------------------------------------
Sean McAlinden, chief economist at the Center for Automotive
Research, said that Chrysler may need to further slash its dealers
as sales continue to slide, according to a report by Reuters.

At an industry briefing, Mr. McAlinden said the remaining dealers
of Chrysler may still be more than the auto maker needs with its
market share expected to slide to as low as 6% in the next two
years.

"If its market share drops to like 6% in the next two years,
that's a 40% percent drop in market share and they only dropped
their dealerships by 25%," Reuters quoted Mr. McAlinden as saying.

Chrysler has more than 2,000 dealers remaining after it terminated
789 dealers in June as part of the acquisition of its major assets
by Italy-based auto maker, Fiat S.p.A.

Chrysler's domestic sales fell by 38% through November, when
overall industry sales are down 24%.  Its market share declined
from 11% last year to 9%.

Michael Robinet, an analyst at CSM Worldwide, said that increasing
market share would be "extremely difficult" for Chrysler as it
faces new model launches after freezing product development to
conserve cash under its former owner Cerberus Capital Management,
Reuters reported.

                         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/>http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: New Chrysler to Invest in Michigan Plant
------------------------------------------------------
Chrysler Group LLC is set to announce its plans to invest in a
factory in Dundee, Michigan, to build fuel-efficient four-cylinder
engines designed by Fiat Group S.p.A., according to a report by
ABC News.

Chrysler Group Chief Executive Sergio Marchionne and Michigan Gov.
Jennifer Granholm have scheduled a news conference to be held
today at 11:00 a.m., at the Chrysler Group LLC World Headquarters,
1000 Chrysler Drive, in Auburn Hills.

The Dundee north plant already produces Chrysler Group's four-
cylinder engines.  The investment would go into the south plant
which will produce a 1.4-liter Fiat engine that will go into the
Fiat 500 subcompact and other Chrysler models, according to ABC
News.

The Michigan Economic Growth Authority Board in November approved
a $4.6 million, 10-year tax credit for Chrysler Group in return
for investing $179 million in the plant to create 155 jobs.  Under
the terms of the tax break, the auto maker must keep the 200 jobs
already at the north plant, the report 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/>http://bankrupt.com/newsstand/or 215/945-7000)


CITADEL BROADCASTING: Bank Debt Trades at 27% Off
-------------------------------------------------
Participations in a syndicated loan under which Citadel
Broadcasting Corporation is a borrower traded in the secondary
market at 73.45 cents-on-the-dollar during the week ended
Thursday, Dec. 24, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents an increase of 0.95 percentage points from the previous
week, The Journal relates.  The Company pays 175 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on June 1, 2014, and carries Moody's Caa3 rating and Standard &
Poor's Default rating.  The debt is one of the biggest gainers and
losers among 173 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Thursday.

Citadel Broadcasting Corporation (OTC BB: CTDB) --
<http://www.citadelbroadcasting.com/>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
Dec. 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/>http://bankrupt.com/newsstand/or 215/945-7000)


CITIGROUP INC: Files Prospectus Supplement on 5.4MM Shares Sale
---------------------------------------------------------------
Citigroup Inc. on December 23, 2009, said it had completed the
previously announced repayment of $20 billion invested in the
company by the U.S. government through the Troubled Asset Relief
Program and terminated the loss-sharing agreement with the
government.  The repayment of the TARP trust preferred securities
and termination of the loss-sharing agreement follow the
successful completion of a securities offering in which Citi
raised $20.5 billion, including $17 billion in common shares and
$3.5 billion in tangible equity units.

To repay the TARP investment, Citi repurchased $20 billion of TARP
trust preferred securities.  As part of the agreement to end the
loss-sharing program, the government has cancelled $1.8 billion of
trust preferred securities that were part of the $7.1 billion paid
in consideration for the program. The government continues to hold
$5.3 billion in trust preferred securities.

The U.S. Treasury continues to hold warrants to buy Citi common
stock issued as part of the TARP investment and 7.7 billion common
shares, which it said it plans to sell in 2010.

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

Citi filed with the Securities and Exchange Commission a
reconciliation of Tier 1 Common to Common Stockholders' Equity,
and the Tier 1 Common Ratio to Citigroup's Tier 1 Capital Ratio.

Tier 1 Common and the Tier 1 Common Ratio were developed by the
Banking Regulators.  Tier 1 Common is defined as Tier 1 Capital
less non-common elements including qualifying perpetual preferred
stock, qualifying noncontrolling interests in subsidiaries and
qualifying mandatorily redeemable securities of subsidiary trusts.

A full-text copy of the Company's disclosure on Form 8-K is
available at no charge at <http://ResearchArchives.com/t/s?4c44>http://ResearchArchives.com/t/s?4c44

                Prospectus Supplement on Shares Sale

On Christmas Eve, Citigroup filed with the Securities and Exchange
Commission a prospectus supplement in connection with its plan to
sell 5,396,825,397 shares of its common stock, par value $0.01 per
share.  The Public Offering Price per share is $3.15.

Citi's Common Stock is listed on the New York Stock Exchange under
the symbol "C."  On December 16, 2009, the last reported sale
price for the Common Stock on the New York Stock Exchange was
$3.45 per share.

According to Citi, the underwriters also may purchase up to a
total of 809,523,810 additional shares of Common Stock from the
Company at the public offering price minus the underwriting
discount within 30 days of the date of the prospectus supplement
to cover over-allotments, if any.

According to an Over-allotment term sheet filed by Citi with the
SEC, the net proceeds from the sale of common stock will be
roughly $568 million, after deducting the underwriters' discount
payable by the Company but before the Company's offering expenses.

The Over-allotment term sheet says Citi has been advised by the
representative that the underwriters propose to offer part of the
Common Stock directly to the public at the Public Offering Price
of $3.15 per share -- approximately $582.6 million total -- and
part to certain dealers at the Public Offering Price less a
selling concession not to exceed $0.04725 per share of Common
Stock.

Concurrently with the offering of Common Stock, by means of a
separate prospectus, Citigroup is offering to sell $3.5 billion
aggregate stated amount of Tangible Dividend Enhanced Common
Stock.  Neither the Common Stock offering by Citigroup nor the
T-DECS offering is contingent upon the other.

Citigroup intends to use the net proceeds of its offering of
Common Stock, together with the net proceeds of the offering of
the T-DECS and existing funds, to repurchase and retire $20
billion of trust preferred securities held by the U.S. Department
of the Treasury, or the Treasury, pursuant to Citigroup's
participation in the Troubled Asset Relief Program and, in respect
of any excess net proceeds, for general corporate purposes.

In addition, as reported by the Troubled Company Reporter,
Citigroup and the U.S. Government have agreed to effect the
early termination of the Loss-Sharing Agreement and to cancel
$1.8 billion of the $7.1 billion in trust preferred securities
originally issued by Citigroup to the U.S. Government as
consideration for the benefits provided by that agreement.

The underwriters were to deliver the shares of Common Stock to
purchasers on or about December 22, 2009, through the book-entry
facilities of The Depository Trust Company.

Citigroup Global Markets Inc. serves as Sole Book-Running Manager
in the offering.  Morgan Stanley & Co. Incorporated serves as Co-
Manager.

                                               Number of Shares
   Underwriter                                 of Common Stock
   -----------                                 ----------------
   Citigroup Global Markets Inc.                  3,250,793,650
   Morgan Stanley & Co. Incorporated                317,460,317
   BNP Paribas Securities Corp.                     158,730,159
   ING Financial Markets LLC                        158,730,159
   Lloyds TSB Bank Plc                              158,730,159
   Barclays Capital Inc.                             63,492,063
   Brookfield Financial Corp.                        63,492,063
   Commerzbank Capital Markets Corp.                 63,492,063
   Deutsche Bank Securities Inc.                     63,492,063
   HSBC Securities (USA) Inc.                        63,492,063
   Banca IMI S.p.A.                                  63,492,063
   RBS Securities Inc.                               63,492,063
   Raiffeisen Centrobank AG                          63,492,063
   Sandler O'Neill & Partners, L.P.                  63,492,063
   Banco Bilbao Vizcaya Argentaria, S.A.             31,746,032
   Commonwealth Securities Limited                   31,746,032
   Calyon Securities (USA) Inc.                      31,746,032
   Danske Bank A/S                                   31,746,032
   Itau USA Securities, Inc                          31,746,032
   Jefferies & Company, Inc.                         31,746,032
   Keefe, Bruyette & Woods, Inc.                     31,746,032
   KeyBanc Capital Markets Inc.                      31,746,032
   Macquarie Capital (USA) Inc.                      31,746,032
   RBC Capital Markets Corporation                   31,746,032
   Sanford C. Bernstein & Co., LLC                   31,746,032
   Santander Investment Securities Inc.              31,746,032
   SG Americas Securities, LLC                       31,746,032
   UniCredit Capital Markets, Inc.                   31,746,032
   BNY Mellon Capital Markets, LLC                   15,873,016
   The Buckingham Research Group Incorporated        15,873,016
   Comerica Securities, Inc.                         15,873,016
   Erste Group Bank AG                               15,873,016
   FBR Capital Markets & Co.                         15,873,016
   Lazard Capital Markets LLC                        15,873,016
   National Bank of Greece S.A.                      15,873,016
   NATIXIS                                           15,873,016
   PNC Capital Markets LLC                           15,873,016
   Scotia Capital (USA) Inc.                         15,873,016
   Stifel, Nicolaus & Company, Incorporated          15,873,016
   SunTrust Robinson Humphrey, Inc.                  15,873,016
   TD Securities (USA) LLC                           15,873,016
   CastleOak Securities L.P.                         15,873,016
   Loop Capital Markets LLC                          15,873,016
   M. R. Beal & Company                              15,873,016
   Muriel Siebert & Co., Inc.                        15,873,016
   Samuel A. Ramirez & Company, Inc.                 15,873,016
   Utendahl Capital Group, LLC                       15,873,016
   The Williams Capital Group, L.P.                  15,873,016
   Collins Stewart LLC                                3,174,603
   Blaylock Robert Van, LLC                           3,174,603
   Doley Securities, LLC                              3,174,603
   Guzman & Company                                   3,174,603
   SL Hare Capital, Inc.                              3,174,603
   Toussaint Capital Partners, LLC                    3,174,603
                                               ----------------
      TOTAL                                       5,396,825,397

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

              <http://ResearchArchives.com/t/s?4c41>http://ResearchArchives.com/t/s?4c41

A full-text copy of the Over-allotment term sheet is available at
no charge at <http://ResearchArchives.com/t/s?4c43>http://ResearchArchives.com/t/s?4c43

                      About Citigroup Inc.

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

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

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

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


CITIGROUP INC: Offers 4 Series of Securities; Files Docs with SEC
-----------------------------------------------------------------
Citigroup Inc. and Citigroup Funding Inc. filed with the
Securities and Exchange Commission on December 23 and 24, 2009,
documents related to Citi Funding's issuance of various
securities:

     -- $3,624,000 of Performance Leveraged Upside SecuritiesSM
        Based on the Value of the Dow Jones-UBS Commodity IndexSM
        due June 28, 2011, at $1,000 per PLUS

        See Pricing Supplement at:
        <http://ResearchArchives.com/t/s?4c42>http://ResearchArchives.com/t/s?4c42

        See Pricing Sheet at:
        <http://ResearchArchives.com/t/s?4c45>http://ResearchArchives.com/t/s?4c45

     -- Principal Protected Notes Based on the Value of the S&P
        500(R) Index due July 29, 2015, $10 per Note

        See Offering Summary at:
        <http://ResearchArchives.com/t/s?4c46>http://ResearchArchives.com/t/s?4c46

        See Preliminary Pricing Supplement at:
        <http://ResearchArchives.com/t/s?4c49>http://ResearchArchives.com/t/s?4c49

     -- Index LeAding StockmarkEt Return Securities(SM) Based on
        the Value of the Russell 2000(R) Index due January 29,
        2013, at $10 per Index LASERSSM

        See Offering Summary at:
        <http://ResearchArchives.com/t/s?4c47>http://ResearchArchives.com/t/s?4c47

     -- Buffered Performance Leveraged Upside SecuritiesSM Based
        on the Value of the S&P 500(R) Index due January 27, 2012,

        See Offering Summary at:
        <http://ResearchArchives.com/t/s?4c48>http://ResearchArchives.com/t/s?4c48

                      About Citigroup Inc.

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

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

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

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


CITIGROUP INC: Issues 6 Series of Securities; Files Docs With SEC
-----------------------------------------------------------------
Citigroup Inc. and Citigroup Funding Inc. filed documents with the
Securities and Exchange Commission in connection with Citi's
planned issuance of these securities:

     -- Equity Linked Securities Based Upon the Common Stock of
        Barrick Gold Corporation Due July 21, 2010

        See Offering Summary at
        <http://ResearchArchives.com/t/s?4c1b>http://ResearchArchives.com/t/s?4c1b

     -- 8,300 Callable Leveraged CMS Spread Principal Protected
        Notes Due December 23, 2029, at $1,000 per Note

        See Final Pricing Supplement at
        <http://ResearchArchives.com/t/s?4c1c>http://ResearchArchives.com/t/s?4c1c

     -- 10,000 Non-Callable Principal Protected Notes Linked to
        10-year Constant Maturity Swap Rate Due December 23, 2019,
        at $1,000 per Note

        See Final Pricing Supplement at
        <http://ResearchArchives.com/t/s?4c1f>http://ResearchArchives.com/t/s?4c1f

     -- 2% Minimum Coupon Principal Protected Notes Based Upon the
        Russell 2000(R) Index Due January 12, 2015, at $10 per
        Note

        See Pricing Supplement at
        <http://ResearchArchives.com/t/s?4c20>http://ResearchArchives.com/t/s?4c20

     -- 419,000 Equity LinKed Securities 8% Per Annum Based Upon
        The Common Stock Of General Electric Company Due
        January 26, 2011, at $10.00 per ELKS

        See Pricing Supplement at
        <http://ResearchArchives.com/t/s?4c21>http://ResearchArchives.com/t/s?4c21

     -- 305,000 Buffer Notes Based Upon the S&P GSCITM Natural Gas
        Excess Return Index Due March 22, 2012, at $10.00 per Note

        See <http://ResearchArchives.com/t/s?4c22>http://ResearchArchives.com/t/s?4c22

Citi also filed an Equity LinKed Securities (ELKS(R)) product
supplement, a full-text copy of which is available at no charge at
<http://ResearchArchives.com/t/s?4c1d>http://ResearchArchives.com/t/s?4c1d

                      About Citigroup Inc.

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

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

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

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


CITIGROUP INC: Moody's Assigns 'Ba1' Rating on Amortizing Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 to the 3-year amortizing
subordinated note related to the T-DECS hybrid securities issued
by Citigroup Inc. The rating reflects the securities' junior
subordinated claim and the fact that payments can be deferred on a
cumulative basis.  The rating is in line with Moody's revised
Guidelines for Rating Bank Hybrids and Subordinated Debt published
in November 2009.  The rating outlook on the securities is
negative.  

The T-DECS unit structure is comprised of two parts, both of which
have their own CUSIP.  The first part is a prepaid stock purchase
contract, which Moody's does not rate.  The second is the rated
amortizing note with a junior subordinated claim.  The principal
amount of the note is approximately $710 million with a 6.15%
annual interest rate.  Each installment will constitute a payment
of interest and a partial repayment of principal, with the final
installment date being December 15 2012.  These payments can be
deferred up to six years, that is, until December 15 2015.  

Moody's said that, under its revised methodology, hybrid
securities with deferral mechanisms will be anchored from Citibank
N.A.'s Adjusted Baseline Credit Assessment.  The Adjusted BCA is
determined by adding parental and/or cooperative support to the
bank's Baseline Credit Assessment, if applicable.  In Citibank's
case, since neither parental nor cooperative support applies,
Citibank's Adjusted BCA is the same as its BCA of Baa2.  For
hybrids issued by the holding company, an additional adjustment is
made to capture the risk of structural subordination.  

Therefore, Moody's rated the amortizing subordinated note issued
by Citigroup Ba1, two notches below the bank's Adjusted BCA.  The
rating incorporates the securities' junior subordinated claim, its
deferral features, and the risk of structural subordination since
it was issued out of the holding company.  

Moody's last rating action on Citigroup was on November 18th,
2009, when its hybrid securities were placed on review for
possible downgrade in response to Moody's revised methodology for
rating such securities.  

Citigroup Inc. is headquartered in New York, New York.  Its
reported assets were $1.9 trillion as of September 30th, 2009.  

Assignments:

Issuer: Citigroup Inc.

  -- US$709.940002M 7.5% Junior Subordinated Regular
     Bond/Debenture Due 2012, Assigned Ba1


CLEAR CHANNEL: Unit to Raise $2.5 Billion in 2017 Notes Offering
----------------------------------------------------------------
Clear Channel Worldwide Holdings, Inc. -- an indirect, wholly
owned subsidiary of Clear Channel Outdoor Holdings, Inc., a
subsidiary of Clear Channel Communications, Inc. -- is offering
$500,000,000 aggregate principal amount of Series A Senior Notes
due 2017 and $2,000,000,000 aggregate principal amount of Series B
Senior Notes due 2017.

Clear Channel Outdoor Holdings, Clear Channel Outdoor, Inc., a
wholly owned subsidiary of Clear Channel Outdoor Holdings, and
certain other existing and future domestic subsidiaries of Clear
Channel Outdoor Holdings will guarantee the Notes.  The Notes will
be senior obligations that rank pari passu in right of payment to
all unsubordinated indebtedness of Clear Channel Worldwide and the
guarantees of the Notes will rank pari passu in right of payment
to all unsubordinated indebtedness of the Guarantors, including
indebtedness owed by CCOI to Clear Channel Communications, Inc., a
Texas corporation and the parent of Clear Channel Outdoor Holdings
and Clear Channel Worldwide.

Clear Channel Worldwide intends to loan the proceeds from the
issuance and sale of the Notes to CCOI, which in turn will use a
portion of the net proceeds to repay approximately $2.0 billion
aggregate principal amount of indebtedness owed to Clear Channel
Communications.

On December 17, Clear Channel Outdoor said Clear Channel Worldwide
will explore an increase in the size of its proposed offering of
senior notes due 2017 from the $750,000,000 aggregate principal
amount announced on December 10 to facilitate the repayment of the
then-outstanding balance on the CCOH intercompany note to Clear
Channel Communications with a corresponding repayment of term
loans under the Clear Channel Communications senior secured cash
flow credit facilities at par.

The Notes will be senior obligations that rank pari passu in right
of payment to all unsubordinated indebtedness of Clear Channel
Worldwide Holdings.  Clear Channel Outdoor Holdings and certain of
its existing and future domestic subsidiaries will guarantee the
Notes, and the guarantees of the Notes will rank pari passu in
right of payment to all unsubordinated indebtedness of the
guarantors.


The Notes are being offered and sold only to qualified
institutional buyers in an unregistered offering pursuant to Rule
144A under the Securities Act of 1933, as amended, and to certain
non-U.S. persons in transactions outside the United States in
reliance on Regulation S under the Act.  The initial issuance and
sale of the Notes will not be registered under the Act, and the
Notes may not be offered or sold in the United States absent
registration or an exemption from the registration requirements of
the Act.

Clear Channel Worldwide distributed a confidential preliminary
offering circular dated December 18, 2009.  A full-text copy of
the preliminary offering circular is available at no charge at:

               <http://ResearchArchives.com/t/s?4c3a>http://ResearchArchives.com/t/s?4c3a

                       About Clear Channel

Clear Channel Communications, Inc. -- <http://www.clearchannel.com/>http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

At September 30, 2009, the Company's consolidated balance sheets
showed $17.7 billion in total assets and $24.7 billion in total
liabilities, resulting in a $7.0 billion total members' deficit.

The Troubled Company Reporter stated on Sept. 7, 2009, that
Moody's changed Clear Channel Communications, Inc.'s Probability-
of-Default rating to Caa3/LD from Caa3, reflecting Moody's view
that the recently completed exchange offer (which expired at 12:00
midnight EST on Aug. 27, 2009) constitutes an effective distressed
exchange default.   Moody's expect to remove the "/LD" designation
shortly.  The outlook remains negative.  "Clear Channel's ratings
and negative outlook continue to reflect Moody's expectation that
the company will likely need to restructure its balance sheet,
either due to a violation of its senior secured leverage covenant
over the next several quarters, or within the next few years as
the company faces material maturities of debt with insufficient
liquidity to meet them and to much leverage to attract refinancing
capital," stated Neil Begley, a Moody's Senior Vice President.
Therefore, Moody's continues to believe that the company's capital
structure is unsustainable.


CLEAR CHANNEL: Bank Debt Trades at 19% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 81.42cents-on-the-dollar during the week ended Dec. 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.04
percentage points from the previous week, The Journal relates.  
The Company pays 365 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Jan. 30, 2016, and carries
Moody's Caa2 rating and Standard & Poor's CCC rating.  The debt is
one of the biggest gainers and losers among 173 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Thursday.

Clear Channel Communications, Inc. -- <http://www.clearchannel.com/>http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

As reported by the Troubled Company Reporter , Nov. 17, 2009,
Clear Channel Communications, Inc., reported a consolidated net
loss of $92.7 million for the three months ended Sept. 30, 2009,
compared with a consolidated net loss of $80.2 million for the
same period in 2008.  For the nine months ended Sept. 30, 2009,
consolidated net loss was $4.2 billion compared with consolidated
net income of $1.0 billion in the same period of 2008.
Consolidated revenue decreased $290.6 million to $1.4 billion
during the third quarter of 2009 compared with the same period of
2008. Consolidated revenue decreased $1.0 billion during the first
nine months of 2009 compared with the same period of 2008.  

At Sept. 30, 2009, the Company's consolidated balance sheets
showed $17.7 billion in total assets and $24.7 billion in total
liabilities, resulting in a $7.0 billion total members' deficit.


CMC LLC: Case Summary & Largest Unsecured Creditor
--------------------------------------------------
Debtor: CMC, LLC
        P.O. Box 1926
        Alabaster, AL 35007

Bankruptcy Case No.: 09-07455

Chapter 11 Petition Date: December 23, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Birmingham)

Judge: Benjamin G. Cohen

Debtor's Counsel: Steven D. Altmann, Esq.
                  Najjar Denaburg, P.C.
                  2125 Morris Avenue
                  Birmingham, AL 35203
                  Tel: (205) 250-8466
                  Email: saltmann@najjar.com

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

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

The petition was signed by Janice Clark, the company's member.

Debtor's List of 1 Largest Unsecured Creditor:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Kenneth Carter             Promissory Note        $379,796
PO Box 1010
Alabaster, AL 35007


COINMACH SERVICE: Moody's Reviews Long-Term Debt Ratings
--------------------------------------------------------
Moody's Investors Service placed Coinmach Service Corporation's
long-term debt ratings on review for possible upgrade.  The rating
action was prompted by the company's recent announcement that it
successfully completed a series of transactions that resulted in a
consensual restructuring of various debt agreements.  Coinmach
exchanged certain senior subordinated notes, aggregating
approximately $225 million, plus accreted interest thereon, for
preferred stock.  The company also refinanced $175 million of its
senior unsecured notes to include a payment-in-kind or "PIK"
feature.  

The review will examine whether the company's business platform
and credit profile are supportive of a higher rating.  
Specifically, the review will focus on the growth and health of
the company's key end-markets, its plans and ability to increase
margins, its commitment to reducing debt levels, and its policies
regarding its enhanced liquidity position.  Moody's has withdrawn
its rating on the senior subordinated loan and intends to complete
this review within the next 30 days.  

Ratings under review:

Issuer: Coinmach Service Corp.  

  -- Corporate Family Rating, Ca
  -- Probability of Default Rating, D
  -- Revolving Credit Facility due 2013, Caa3 (LGD3, 34%)
  -- Delayed Draw Term Loan due 2014, Caa3 (LGD3, 34%)
  -- Term Loan B due 2014, Caa3 (LGD3, 34%)
  -- Senior Unsecured Loan due 2015, C (LGD5, 80%)
  -- Outlook, Review for Possible Upgrade from Developing

Ratings withdrawn:

  -- Senior Subordinated Loan due 2015, C (LGD6, 92%)

Moody's last rating action occurred on December 16, 2009 when the
corporate family rating was downgraded to Ca from Caa2.  

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


COMPTON PETROLEUM: S&P Gives Stable Outlook, Affirms 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Calgary, Alberta-based Compton Petroleum Corp. to stable from
negative.  At the same time, Standard & Poor's affirmed its 'B'
long-term corporate credit rating on the company, and its 'B-'
senior unsecured debt rating on subsidiary Compton Petroleum
Finance Corp. The '5' recovery rating on the senior unsecured debt
is unchanged, and indicates S&P's expectation for modest (10%-30%)
recovery in the event of default.  
     
"The outlook revision reflects S&P's view that the debt reduction
and improved liquidity has removed some of the near-term credit
pressure on Compton," said Standard & Poor's credit analyst Jamie
Koutsoukis.  "However, should the company outspend cash flow in
2010 and increase debt levels, a negative rating action is
likely," Ms. Koutsoukis added.
     
Compton is a regional oil and gas producer focused on natural gas
exploration and production in southern and central Alberta.  It
has built its proven reserves through a combination of strategic
acquisitions, and exploration and development activities.  
     
In S&P's opinion, Compton's vulnerable business risk profile
reflects a high cost structure, production levels that are
expected to decrease, and participation in the highly cyclical and
capital-intensive E&P segment of the oil and gas industry.  
Somewhat offsetting these weaknesses, in S&P's view, are the
company's good-quality resource base, and its good internal
reserve replacement and growth opportunities.
     
The stable outlook reflects S&P's expectation that Compton will
limit its capital spending to maintaining production at 17,900-18,
500 boe per day or, should market conditions remain weak, reduce
its capital program to maintain spending to somewhere near to
internal cash flow.  Furthermore, S&P does not expect that the
company will encounter liquidity issues and expect that it could
fund any operating cash shortfalls through its available credit
facilities.  The rating does not have room for debt to increase
much beyond S&P's expected C$600 million level for 2010, and
should Compton's debt move beyond that number, a negative rating
action is likely.  Conversely, an outlook revision to positive is
highly unlikely in the near-to-medium term.  It would depend on
the company's ability to further reduce debt levels; maintain
production at its guidance levels; and improve and sustain its
coverage and debt-to-cash flow metrics, particularly its total
debt-to-EBITDA ratio below 3x.


COOPER-STANDARD: To File Plan by Jan. 2010; Discloses Projections
-----------------------------------------------------------------
Cooper-Standard Holdings Inc. said in a regulatory filing that it
is in advanced negotiations with certain of its creditors on the
terms of a chapter 11 plan of reorganization that would involve a
backstopped rights offering.  The Company hopes to file the
reorganization plan before the end of January 2010.

In connection with discussions with various noteholders, the
Company disclosed certain material nonpublic information to
certain holders of its 7% Senior Notes due 2012 and 8-3/8% Senior
Subordinated Notes due 2014 pursuant to the terms and conditions
of confidentiality agreements.

As part of the filing with the SEC, the Company is disclosing the
previously confidential information about the Company and its
projections.

The projections show adjusted earnings before interest, taxes,
depreciation and amortization of $170.5 million in 2009.  EBITDA
for 2010 is projected to be $185.7 million.

Revenue for 2009 is expected to be $1.92 billion, compared with a
projection of $2.09 billion for 2010.  

A copy of the document showing the financial projections is
available for free at <http://researcharchives.com/t/s?4c5b>http://researcharchives.com/t/s?4c5b

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- <http://www.cooperstandard.com/>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/>http://bankrupt.com/newsstand/or 215/945-
7000)


COREL CORP: To Hold Shareholders' Meeting on Vector Capital Deal
----------------------------------------------------------------
Corel Corporation intends to hold a special meeting in 2010 to ask
shareholders to consider and vote upon a proposal to approve a
special resolution authorizing the so-called consolidation, the
second and final step in the acquisition by Corel Holdings, L.P.,
of Corel Corp.  As of the effective time of the Consolidation,
Corel Shares will be consolidated on the basis of every 871,589
Shares into one new Share.  Fractional new common shares will not
be issued in the Consolidation.

Shareholders who do not hold sufficient shares to qualify for the
issuance of new common shares pursuant to the Consolidation will
receive cash consideration equal to the consideration paid under
the tender offer, or US$4.00, in respect of each pre-Consolidation
share held.  The Purchaser is the only shareholder that holds a
sufficient number of shares to receive new common shares pursuant
to the Consolidation.

Corel Holdings is a limited partnership controlled by an affiliate
of Vector Capital's VCP II International, L.L.C., a manager of
private equity funds.  The first step was a tender offer by the
Purchaser for all of the Company's outstanding common shares not
already owned by the Purchaser and its affiliates, no par value,
at a price of US$4.00 per Share.  Immediately following the
purchase of Shares pursuant to the Tender Offer, the Purchaser
owned 25,276,081 Shares, representing approximately 97% of the
outstanding Shares.

To be effective, the Special Resolution must be approved by at
least two-thirds of the votes cast by holders of the Shares
present in person or by proxy at the Special Meeting and entitled
to vote on the Special Resolution.  The Purchaser owns and has the
right to vote a sufficient number of outstanding Shares to approve
the Consolidation at the Special Meeting and has indicated that it
intends to do so.  Following the Consolidation, the Purchaser will
be, directly or indirectly, the sole shareholder of the Company.

The record date for the determination of shareholders entitled to
notice of and to vote at the Special Meeting is December 21, 2009.  
Accordingly, only shareholders of record as of that date will be
entitled to notice of and to vote at the Special Meeting or any
adjournment or postponement thereof.

Because the Purchaser and its designees to the Board of Directors
of the Company had a conflict of interest with the Company and its
shareholders with respect to the proposed acquisition of the
Company by the Purchaser, the Board designated Barry Tissenbaum,
Steven Cohen and Dan Ciporin as the "Designated Directors" of the
Board, pursuant to a mandate adopted by the Board, which
authorized the Designated Directors to exercise all of the power
and authority of the Board with respect to the proposed
acquisition, including the Tender Offer and the Consolidation.

Based on the determination of the Designated Directors relating to
the Tender Offer and other considerations listed in this proxy
statement, the Designated Directors have unanimously determined,
on behalf of the Company, that the US$4.00 per Share consideration
to be paid in the Consolidation is fair to the unaffiliated
shareholders and unanimously recommend that shareholders vote
"FOR" the approval of the Special Resolution authorizing the
Consolidation.

A full-text copy of the proxy statement is available at no charge
at <http://ResearchArchives.com/t/s?4c31>http://ResearchArchives.com/t/s?4c31

                     About Vector Capital

Vector Capital -- <http://www.vectorcapital.com/>http://www.vectorcapital.com/-- is a
private equity firm specializing in spinouts, buyouts and
recapitalizations of established technology businesses.  Vector
Capital identifies and pursues these complex investments in both
the private and public markets.  Vector Capital actively partners
with management teams to devise and execute new financial and
business strategies that materially improve the competitive
standing of these businesses and enhance their value for
employees, customers and shareholders.  Among Vector Capital's
notable investments are LANDesk Software, Savi Technology,
SafeNet, Precise Software Solutions, Printronix, Register.com,
Tripos and Watchguard Technologies.

                      About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- <http://www.corel.com/>http://www.corel.com/-- is
one of the world's top software companies with more than
100 million active users in over 75 countries.  The Company
provides high quality, affordable and easy-to-use Graphics and
Productivity and Digital Media software.  The Company's products
are sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the Company's global e-
Stores, and the Company's international network of resellers and
retail vendors.

The Company's product portfolio includes CorelDRAW(R) Graphics
Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM),
VideoStudio(R), WinDVD(R), Corel(R) WordPerfect(R) Office and
WinZip(R).  The Company's global headquarters are in Ottawa,
Canada, with major offices in the United States, United Kingdom,
Germany, China, Taiwan, and Japan.

At August 31, 2009, the Company had $189.7 million in total assets
against $199.7 million in total liabilities, resulting in
$10.0 million in shareholders' deficit.

Corel's working capital deficiency at August 31, 2009, was
$10.5 million, an increase of $7.7 million from the November 30,
2008, working capital deficiency of $2.8 million.

                        *     *     *

As reported by the Troubled Company Reporter on November 3, 2009,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Ottawa-based packaged software provider Corel
Corp. to 'B-' from 'B'.  S&P also lowered the issue-level rating
on the company's senior secured credit facility by one notch to
'B-' from 'B'.  The '3' recovery rating on the debt is unchanged.


COVENANT OF SOUTH HILLS: Residents Want Concordia to Own Community
------------------------------------------------------------------
Kim Leonard at the Tribune-Review reports that some residents at
Covenant at South Hills considered Concordia Lutheran Ministries
as a better prospect to own and manage the Mt. Lebanon retirement
community than for-profit group Fox, which presented a
$17 million bid.  

According to the Tribune-Review, Concordia CEO Keith Frndak said
that the nonprofit would bid for the Covenant later this month,
and has tried to buy it before over the past 3 1/2 years.

The Tribune-Review relates that the residents "believe they will
be at greater risk of another bankruptcy" if the Foxes end up
owning the community instead of Concordia, which runs four
retirement communities north and east of Pittsburgh, as Concordia
"is a successful nonprofit operator who would be buying the
Covenant in a cash deal with funds from its very substantial
endowment," while the Foxes "would have to borrow millions of
dollars to finance the deal."  

Arrangements for $15 million financing are moving along, the
report says, citing Scott Fox, CEO of his family's The Orchards at
Foxcrest community.  

The Covenant at South Hills, Inc., a seven-year-old nonprofit
affiliate of B'nai B'rith Housing Inc., operates a continuing care
retirement community, the construction of which was funded
primarily through the issuance of $59 million of tax exempt bonds
that were partially secured by letters of credit.  The Debtor
defaulted soon after obtaining the financing and the parties have
been trying to resolve the debt through a sale process.  The
Debtor filed for Chapter 11 protection (W.D. Pa. Case No. 09-
20121) on January 8, 2009, and is represented by David W. Lampl,
Esq., and John M. Steiner, Esq., at Leech Tishman Fuscaldo & Lampl
LLC in Pittsburgh.


COYOTES HOCKEY: Reworked Lease Deal Won't Affect Present Deal
-------------------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that the
reworked lease deal between the city of Glendal and new owners of
the Phoenix Coyotes will not affect the length of the present
lease the team has at Jobing.com Arena.  City official will work
out a new lease with Ice Edge Holdings after it finalizes its
acquisition of the team from the National Hockey League.

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

In November 2009, Judge Redfield T. Baum approved the sale of the
Phoenix Coyotes to the National Hockey League, which had bought
the team to quash a plan by bidder Jim Balsillie's to move the
team to Ontario, Canada.  Coyotes was sent to Chapter 11 to
effectuate a sale by owner Jerry Moyes to Mr. Balsillie.

The city of Glendale, Ariz., is seeking to convert the Coyotes'
Chapter 11 case to a Chapter 7, echoing the Debtors and unsecured
creditors' belief that the city is trying to wriggle out of having
its bankruptcy claim estimated.  The team's former owners have
filed a Chapter 11 plan of liquidation, to rebuff the Chapter 7
conversion bid.


CR GAS STORAGE: Bank Debt Trades at 6.5% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which CR Gas Storage is
a borrower traded in the secondary market at 93.50 cents-on-the-
dollar during the week ended Thursday, Dec. 24, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.88 percentage
points from the previous week, The Journal relates.  The loan
matures on May 13, 2013.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated by
Moody's and Standard & Poor's.  The debt is one of the biggest
gainers and losers among 173 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended
Thursday.

Niska Gas Storage's -- <http://www.niskags.com/>http://www.niskags.com/-- natural gas  
storage business is located in key North American natural gas
producing and consuming regions and is connected to multiple gas
transmission pipelines.  Niska and its subsidiaries own and
operate approximately 140 billion cubic feet of working gas
capacity at three facilities: Suffield - 85 Bcf in Alberta;
Countess - 40 Bcf in Alberta; and Salt Plains - 15 Bcf in
Oklahoma.  The Suffield and Countess gas storage facilities
conduct business under the name AECO Hub.

Niska Gas Storage, also known as CR Gas Storage, and formerly
EnCana Gas Storage, in May 2006, completed the first phase of its
sale from EnCana Corporation to the Carlyle/Riverstone Global
Power and Energy Fund, an energy private equity fund managed by
Riverstone Holdings and The Carlyle Group.  In conjunction with
the closing, Niska announced that effective immediately it has
changed its name from EnCana Gas Storage to Niska Gas Storage.


DAKSHIDIN CORP: Seeks to Cure Delinquency in RESTEC Agreement
-------------------------------------------------------------
Dakshidin Corporation Interim CEO and President John Alexander van
Arem said that the Company is working toward a resolution to try
to cure the delinquency in its agreement with RESTEC Inc.  Restec
has granted Dakshidin an extension till January 31, 2010, to cure
the default.

"It is understandably difficult to complete anything quickly at
this time of year however, in January we will have had time to
review all the options and determine the new path that RESTEC and
Dakshidin will take into the future."

Dakshidin Corporation has been delayed in meeting its targets
including completion of the contractual obligations to RESTEC as
well as the audit, as a result of problems with raising funds
based on the ongoing economic conditions.

Dakshidin will issue an official press release in the latter part
of January 2010 so as to inform the shareholders of progress made
during the interim and advise them of how the company will be
moving forward.  No communications will come via IR (both email
and our IR number) until the above mentioned press release is
issued by the company in January.

Dakshidin Corporation, through its wholly owned subsidiary, RESTEC
International Inc., (PINKSHEETS: DKSC) --
<http://www.dakshidin.com/>http://www.dakshidin.com/-- produces the RESTEC water pumping  
Windmill.


DANA HOLDING: Extends Chairman Devine's Contract Through 2010
-------------------------------------------------------------
The Board of Directors of Dana Holding Corporation has extended
John Devine's contract as Executive Chairman through 2010.  Devine
was appointed Executive Chairman of Dana in February 2008 and has
led the company's focus on rebuilding the management team,
improving operational performance, increasing liquidity and
profits, and pursuing profitable growth.

"I am proud of the improvements that the Dana team has
accomplished over the past two years," Mr. Devine said, "I look
forward to working with Jim Sweetnam and the people of Dana to
build on this positive momentum moving forward."

Under the one-year agreement that becomes effective January 1,
2010, Mr. Devine will receive an annual base salary of $1 million
and be eligible for a 2010 Annual Incentive Plan target payment of
$1.5 million.  Dana will reimburse Mr. Devine for travel from his
home residence.  This benefit is limited to commercial aircraft.
Either party may terminate this agreement upon 90 days notice.  
Mr. Devine will be eligible for executive severance which includes
his base salary through December 31, 2010, and an AIP Payment
based on 2010 actual year-end results.

Meanwhile, Dana said Gary Convis has informed the company of his
intention to retire from his position as Vice Chairman of Dana
effective Dec. 31, 2009, when he will also resign his seat on the
company's Board.  Mr. Convis, who joined Dana as CEO in April
2008, and has subsequently served as vice chairman since January
2009, will be retained as a special advisor to President and CEO
Jim Sweetnam.  In this role, he will continue to be actively
involved with Dana both internally and with customers.
"Gary's contributions to Dana over the past two years have been
invaluable," said Mr. Sweetnam.  "As both a leader and mentor,
Gary has contributed to instilling a new mindset and more
disciplined manufacturing approach within our company.

"Gary has also played an instrumental role in assembling a highly
capable team and instituting the Dana Operating System," Sweetnam
added.  "In his role as Special Advisor, we look forward to
continuing to benefit from Gary's renowned operational and
customer-oriented expertise."

Mr. Convis has agreed to serve as special consultant at a rate of
$850,000 per annum paid quarterly effective January 1, 2010.  Mr.
Convis will be eligible for an incentive payment of up to $950,000
per annum paid quarterly upon meeting certain business objectives
set by the Company's President and Chief Executive Officer.  Dana
will reimburse Mr. Convis for reasonable expenses related to his
services to Dana.  Mr. Convis is subject to certain
confidentiality and non-compete restrictions.  The agreement may
be terminated by either party upon 60 days prior written notice.

                      About Dana Holding

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

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

                         *     *     *

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

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


DANA HOLDING: Well Positioned for the Future, Management Says
-------------------------------------------------------------
Members of Dana Holding Corporation's senior management team
hosted a webcast and conference call on December 17, 2009, to
discuss Dana's 2010 outlook and address related questions.  

Management said Dana is "well positioned for the future," but that
there's "more to do."  According to management, the Company's
operations were revitalized through new management and Dana's
operating system.  Dana reduced global headcount by 35% since end
of the 2007, and improved margins through pricing and lower costs,
despite lower volumes, management reported.  Management also said
the Company is meeting financial covenants and maintaining good
liquidity despite industry turmoil.  

Dana raised $250 million in new equity in late September.

Management said opportunities for Dana in 2010 are:

     -- improving economic and market conditions;
     -- full-year impact of 2009 aggressive cost reductions and
        resizing of operations and further costs reductions
        ($75 million to $100 million year-over-year favorable
        EBITDA impact);
     -- further improvements to working capital -- continued focus
        on inventory improvement

According to management, headwinds facing Dana in 2010 are:

     -- pension ($25 million to $30 million year-over-year EBITDA
        impact)
     -- further cash restructuring of about $100 million;
     -- reinstatement of competitive compensation and benefits
        ($40 million to $45 million year-over-year EBITDA impact)

Management said the Company is on track to achieve positive net
income and less than 10% EBITDA margins in 2011.

A full-text copy of the presentation slides is available at no
charge at <http://ResearchArchives.com/t/s?4c55>http://ResearchArchives.com/t/s?4c55

                      About Dana Holding

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

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

                         *     *     *

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

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


DEAN FOODS: Moody's Reviews Corporate Family Rating at 'B1'
-----------------------------------------------------------
Moody's placed the ratings of Dean Foods, including the B1
corporate family rating, on review for possible upgrade and
affirmed the SGL-2.  The review follows a period of improving
credit metrics, liquidity and cash flows due both to improved
operating performance and measures taken over past months to
improve the capital structure, including the issuance of
approximately $450 million in new equity earlier this year.  

The review will focus on the likely stability of the improved
credit metrics, the impact of rising milk prices on the future
results of the company, and the company's business and financial
strategies including its commitment to maintaining lower leverage.  

The affirmation of the SGL-2 is based on the company's solid
liquidity profile, with sufficient internal cash flow generation
to cover cover basic cash needs, including working capital, term
loan amortization and capital expenditures, over the next 12
months and sufficient revolver and receivables facility
availability to cover peak short term needs.  Moody's expect the
company to maintain ample cushion on its covenants.  

The last rating action took place on May 11, 2009, when the rating
outlook was changed to positive from stable.  

Headquartered in Dallas, Texas, Dean Foods had sales in the last
twelve months ending September 30, 2009 of approximately
$11.2 billion.  


DECODE GENETICS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
deCODE Genetics Inc. filed with the asks the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $12,984,809
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,049,482
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $279,305
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $235,562,079
                                 -----------      -----------
        TOTAL                    $12,984,809     $238,890,866

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

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

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


DEL MONTE: Bank Debt Trades at 1.17% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Del Monte Foods is
a borrower traded in the secondary market at 98.83 cents-on-the-
dollar during the week ended Dec. 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.51 percentage points
from the previous week, The Journal relates.  The debt matures on
Feb. 8, 2012.  The Company pays 150 basis points above LIBOR to
borrow under the loan facility and it carries Moody's Ba1 rating
while it is not rated by Standard & Poor's.  The debt is one of
the biggest gainers and losers among 173 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Thursday.

Based in San Francisco, California, Del Monte Foods Company (NYSE:
DLM) -- <http://www.delmonte.com/>http://www.delmonte.com/-- is one of the country's  
largest and most well-known producers, distributors and marketers
of premium quality, branded food and pet products for the U.S.
retail market, generating approximately $3.6 billion in net sales
in fiscal 2009.  Its brands including Del Monte(R), S&W(R),
Contadina(R), College Inn(R), Meow Mix(R), Kibbles `n Bits(R),
9Lives(R), Milk-Bone(R), Pup-Peroni(R), Meaty Bone(R),
Snausages(R) and Pounce(R), Del Monte products are found in eight
out of ten U.S. households.  The Company also produces,
distributes and markets private label food and pet products.

Del Monte Foods carries 'BB-' issuer credit ratings from Standard
& Poor's and a 'BB' long term issuer default rating from Fitch.


DESERT SPRINGS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Desert Springs Equestrian Center, L.L.C.
        14365 W El Paso Gas Road
        Marana, AZ 85653

Bankruptcy Case No.: 09-32851

Chapter 11 Petition Date: December 21, 2009

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

Judge: Chief Judge James M. Marlar

Debtor's Counsel: Jonathan B. Frutkin, Esq.
                  The Frutkin Law Firm, PLC
                  Two Renaissance Square
                  40 N Central Ave, Suite 1400
                  Phoenix, AZ 85004
                  Tel: (480) 295-3470
                  Fax: (602) 926-8624
                  Email: jfrutkin@frutkinlaw.com

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

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

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

              <http://bankrupt.com/misc/azb09-32851.pdf>http://bankrupt.com/misc/azb09-32851.pdf

The petition was signed by Lorilei Peters, of the Company.


DETROIT PUBLIC: Launched $500,000 Ad Campaign to Keep Operating
---------------------------------------------------------------
Crain's Detroit Business reports that a $500,000 advertising
campaign was launched for Detroit Public Schools, to keep students
and retain more state funding.  According to Crain's, about 172
blue doors were set to be installed on prominent sites like Hart
Plaza and Belle Isle to persuade students to enroll at one of the
city's 172 public schools.  Crain's says that these firms
contributed to the campaign: Home Depot; Berg, Muirhead &
Associates Inc.; and Windmill Entertainment Group L.L.C.

Detroit Public Schools, Michigan's largest school district, serves
nearly 90,000 students in 172 schools throughout the city of
Detroit.  Bloomberg News reported in July that Detroit Public
Schools has experienced budget deficits for seven years and may
consider filing for bankruptcy protection to sell off assets and
cut costs.


DEVELOCAP INC: Earns $72,544 in Q3 2009
---------------------------------------
Develocap, Inc., reported net income of $72,544 for the three
months ended September 30, 2009, compared with net income of
$11,191 on net revenues for the same period of 2008.

Revenues for the three months ended September 30, 2009, increased
to $1.7 million compared to $912,253 for the three months ended
September 30, 2008.  This increase is primarily due to the
launching of an additional leased vessel with capacity of 3,762
DWT in January 2009.  The Company also attributes the revenue
increase to increased capacity utilization during the three months
ended September 30, 2009, compared to the prior year period as the
Company expanded its local and international routes.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $17.8 million, total liabilities of
$5.4 million, and total stockholders' equity of $12.4 million.

The Company's consolidated balance sheets also showed strained
liquidity with $2.3 million in total current assets available to
pay $5.2 million in total current liabilities.

A full-text copy of the Company's Form 10-Q is available at no
charge at <http://researcharchives.com/t/s?4c5d>http://researcharchives.com/t/s?4c5d

                       Going Concern Doubt

The Company has committed and contracted for the construction of
nine (9) vessels in Vietnam with a combined carrying capacity of
58,500 deadweight tons in the aggregate value of approximately
$80 million (equivalent to VND1.449 trillion), which are expected
to be delivered between October 2009 and 2011.  As of
September 30, 2009, the Company has available $1,938,269 cash and
cash equivalents, which may not able to meet with such capital
commitments.  The Company plans to finance the construction of the
nine (9) vessels through the additional capital from its
shareholders or external financing from the banks.  However, there
can be no assurance that the Company will be able to obtain
sufficient funds to meet with its obligations on a timely basis
towards the delivery of the vessels.

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

                       About Develocap Inc.

Based in Ho Chi Minh City, Vietnam, Develocap, Inc. was
incorporated under the laws of the State of Nevada on January 23,
2004.  

The Company operates chartered vessels in the ocean transportation
in Vietnam, through its variable interest entity, Trai Thien,
which is registered as a joint stock company under the Enterprise
Law of the Socialist Republic of Vietnam on June 11, 2007, which
primarily charters vessels from the ship-owners and operates the
vessels in the ocean transportation of a broad range of major and
minor bulk cargoes including iron ore, coal, grain, cement and
fertilizer, along Asian shipping routes.


DIAL-A-MATTRESS: Court Approves Plan of Liquidation
---------------------------------------------------
FurnitureToday reports that the Bankruptcy Court approved
1800mattress.com's plan of liquidation.  The Company said it
expects to have at least $9.77 million available to distributed to
unsecured creditors.  That would represent about 48% of the
estimated $30.4 million in claims expected.

Trenwith Securities, LLC, the affiliated investment bank of BDO,
reported August 19 the closing of the sale of essentially all the
operating assets of Dial-A-Mattress Operating Corp, et al., to
Sleepy's Holdings, LLC, for $25.0 million.  The Honorable Denis
E. Milton of the U.S. Bankruptcy Court in the Eastern District of
New York approved the sale on June 25, 2009.

Dial-A-Mattress, founded in 1976, has become one of the nation's
leading bedding "tele-retailers" selling all major brands of beds,
mattresses and bedding related products over the phone, on-line
and through leased bricks and mortar stores.

In March 2009, creditors filed a Chapter 7 petition for Dial-A-
Mattress Operating Corp. et al. (Bankr. E.D.N.Y. Case No. 09-
41966).  1-800-Mattress Corp. and Dial-A-Mattress countered by
filing voluntary Chapter 11 petitions.

Marc L. Hamroff, Esq., Leslie A. Berkoff, Esq., and Theresa A.
Driscoll, Esq., at Moritt Hock Hamroff & Horowitz LLP, serve as
the Debtors' counsel.


DOLLAR GENERAL: Bank Debt Trades at 5% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Dollar General
Corp. is a borrower traded in the secondary market at 95.30 cents-
on-the-dollar during the week ended Thursday, Dec. 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.66
percentage points from the previous week, The Journal relates.  
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 4, 2014, and carries
Moody's Ba3 rating and Standard & Poor's BB rating.  The debt is
one of the biggest gainers and losers among 173 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Thursday.

Dollar General Corp. -- <http://www.dollargeneral.com/>http://www.dollargeneral.com/-- is a  
discount retailer of general merchandise at everyday low prices.  
Through its stores, the Company offers a focused assortment of
basic consumable merchandise, including health and beauty aids,
packaged food and refrigerated products, home cleaning supplies,
housewares, stationery, seasonal goods, basic clothing and
domestics.  Dollar General stores serve primarily low-, middle-and
fixed-income families.

Dollar General carries 'B+' issuer credit ratings from Standard &
Poor's.


DOLPHIN DIGITAL: September 30 Balance Sheet Upside-Down by $1.8MM
-----------------------------------------------------------------
Dolphin Digital Media Inc. and subsidiaries' consolidated balance
sheets at September 30, 2009, showed $1,607,665 in total assets
and $3,443,148 in total liabilities, resulting in a $1,835,483
stockholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $355,287 in total current
assets available to pay $3,216,180 in total current liabilities.

                       Three Months Results

The Company reported a net loss of $1,972,700 for the three months
ended September 30, 2009, compared with a net loss of $650,934 for
the same period last year.

Revenues for the three months ended September 30, 2009, decreased
to $0 for the three months ended September 30, 2009, from $267,020
for the three months ended September 30, 2008.  There was no web
development services carried out for third parties.

                       Nine Months Results

For the nine months ended September 30, 2009, net loss was
$3,950,248, compared with a net loss of $2,453,870 for the same
period of 2008.

A full-text copy of the Company's Form 10-Q is available at no
charge at <http://researcharchives.com/t/s?4c5f>http://researcharchives.com/t/s?4c5f

                       Going Concern Doubt

The Company has quarter end losses from operations for the period
ended September 30, 2009.  At September 30, 2009, the Company had  
an accumulated deficit of $15,201,257.  Further, the Company has
inadequate working capital to maintain or develop its operations,
and is dependent upon funds from private investors and the support
of certain stockholders.

"These factors raise substantial doubt about the ability of the
Company to continue as a going concern."

                      About Dolphin Digital

Based in Miami, Fla., Dolphin Digital Media Inc. (OTC BB: DPDM.OB)
-- <http://www.dolphindigitalmedia.com/>http://www.dolphindigitalmedia.com/-- creates and manages  
social networking websites for children utilizing state-of the-art
fingerprint identification technology.  The Company launched its
signature product, Dolphin Secure in September 2009.


DREIER LLP: Settles Fee Dispute with 1031 Tax Group
---------------------------------------------------
The Chapter 11 trustees and committees of unsecured creditors for
Dreier LLP and the 1031 Tax Group LLC have resolved a dispute over
the $3.35 million that the defunct law firm charged the management
firm for its services.

To recall, 1031 Tax Group collapsed into bankruptcy in 2007 due to
allegations of fraudulent activities and misappropriation of funds
by principal Edward Okun.  Dreier LLP was counsel to the 1031 Tax
Group before a Chapter 11 trustee was appointed.  It sought an
award of professional fees in the amount of $3,349,187, and
reimbursement of expenses in the amount of $345,075.

Gerald A. McHale, Jr., Chapter 11 trustee of 1031 Tax Group, has
been investigating whether potential causes of action, including,
but not limited to, malpractice and breach of fiduciary duty,
exist against, among other firms, Dreier and certain of its
partners, in their role as the 1031 Debtors' counsel.

In Dreier's Chapter 11 case, Mr. McHale filed a proof of claim in
an amount not less than $10,000,000 based on the Affirmative
Claims and the Dreier Fee Objection.  Sheila M. Gowan, the Dreier
Chapter 11 trustee, disputes the amount and validity of the 1031
Proof of Claim.

The Settlement Agreement disposes of all issues regarding Dreier
fees and expenses and all potential affirmative claims against
Dreier which may be held by the 1031 Debtors and/or the 1031
Committee, as well as the proof of claim filed by the 1031 Debtors
in the Dreier LLP chapter 11 case.  Under the settlement, Dreier
will subordinate all of its fees to all other creditors of the
1031 Estates. The 1031 Trustee and the 1031 Committee will waive
and release any potential affirmative claims against Dreier, the
Dreier Trustee and the Dreier Committee, and will withdraw the
1031 Proof of Claim.

                       About 1031 Tax Group

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

The Company and 15 of its affiliates filed for Chapter 11
protection on May 14, 2007 (Bankr. S.D.N.Y. Lead Case No. 07-
11448).  Gerard A. McHale, Jr., was appointed Chapter 11 trustee.  
Jonathan L. Flaxer, Esq., and David J. Eisenman,
Esq., at Golenbock Eiseman Assor Bell & Peskoe LLP, represent the
Chapter 11 trustee.  Kurtzman Carson Consultants LLC acts as
claims and notice agent.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.

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

                         About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
<http://www.dreierllp.com/>http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
before the U.S. District Court for the Southern District of New
York (Manhattan) (Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr.
S.D.N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).


EDDIE BAUER: Unsec. Creditors May Recover as Low as 1%
------------------------------------------------------
EBHI Holdings Inc., formerly Eddie Bauer Holdings Inc., and its
debtor-affiliates have filed a joint plan of liquidation and
explanatory disclosure statement.

Eddie Bauer has closed the sale of its $286 million asset sale to
Golden Gate Capital.

The confirmation hearing on the Plan is tentatively scheduled for
March 18.  Eddie Bauer still needs to obtain approval of the
Disclosure Statement then send the Plan to creditors for voting
before it can seek confirmation of the Plan.

Under the Chapter 11 Plan filed Dec. 22, 2009, holders of term
lender secured claims aggregating $203 million will receive
periodic distributions from the liquidating trust from the
proceeds of the sale of their collateral, for an estimated 85% to
96% recovery.  Holders of other secured claims will receive
payment in cash, for a 100% recovery.  Holders of general
unsecured claims of up to $132.6 million will recover 1% to 20% of
their claims from distributions from available cash after
administrative claims and secured claims are paid.  Holders of
noteholder securities claims won't receive any distributions.  
Holders of equity interests also would have a 0% recovery.

A copy of the Plan is available for free at:

     <http://bankrupt.com/misc/EddieBauer_DS.pdf>http://bankrupt.com/misc/EddieBauer_DS.pdf

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

     <http://bankrupt.com/misc/EddieBauer_Plan.pdf>http://bankrupt.com/misc/EddieBauer_Plan.pdf

                         About Eddie Bauer

Established in 1920 in Seattle, Washington, Eddie Bauer is a
specialty retailer that sells outerwear, apparel and accessories
for the active outdoor lifestyle.  The Eddie Bauer brand is a
nationally recognized brand that stands for high quality,
innovation, style and customer service.  Eddie Bauer products are
available at 371 stores throughout the United States and Canada,
through catalog sales and online at <http://www.eddiebauer.com/>http://www.eddiebauer.com/
Eddie Bauer participates in a joint venture in Japan and has
licensing agreements across a variety of product categories.

Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc.  Eddie Bauer
Inc. emerged from Spiegel's 2003 Chapter 11 case as a separate,
reorganized entity under the control and ownership of Eddie Bauer
Holdings, Inc.

Eddie Bauer Holdings, Inc., and eight affiliates filed for
bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No.
09-12099).  Judge Mary F. Walrath presides over the case.  David
S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler,
Esq., at Latham & Watkins LLP, serve as the Debtors' general
counsel.  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq.,
at Young Conaway Stargatt & Taylor LLP, serve as local counsel.
The Debtors' restructuring advisors are Alvarez and Marsal North
America LLC.  Their financial advisors are Peter J. Solomon
Company.  Kurtzman Carson Consultants LLC acts as claims and
notice agent.  As of April 4, 2009, Eddie Bauer had $525,224,000
in total assets and $448,907,000 in total liabilities.

Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed as monitor in the Canadian proceedings.

On August 4, 2009, Golden Gate Capital closed a deal to acquire
Eddie Bauer Holdings for $286 million.  Golden Gate will maintain
the substantial majority of Eddie Bauer's stores and employees in
a newly formed going concern company.  Golden Gate beat an
affiliate of CCMP Capital Advisors, LLC, at the auction.  The CCMP
unit's $202 million cash offer served as stalking horse bid.

Golden Gate Capital -- <http://www.goldengatecap.com/>http://www.goldengatecap.com/-- is a San
Francisco-based private equity investment firm with roughly
$9 billion of assets under management.


EDDIE BAUER: Unsecured Creditors May Recover as Low as 1%
---------------------------------------------------------
EBHI Holdings Inc., formerly Eddie Bauer Holdings Inc., and its
debtor-affiliates have filed a joint plan of liquidation and
explanatory disclosure statement.

Eddie Bauer has closed its $286 million asset sale to Golden Gate
Capital.

Eddie Bauer needs to obtain approval of the Disclosure Statement
then send the Plan to creditors for voting.  Confirmation hearing
on the Plan is tentatively scheduled for March 18.  

Under the Chapter 11 Plan filed December 22, 2009, holders of term
lender secured claims aggregating $203 million will receive
periodic distributions from the liquidating trust from the
proceeds of the sale of their collateral, for an estimated 85% to
96% recovery.  Holders of other secured claims will receive
payment in cash, for a 100% recovery.  Holders of general
unsecured claims of up to $132.6 million will recover 1% to 20% of
their claims from distributions from available cash after
administrative claims and secured claims are paid.  Holders of
noteholder securities claims won't receive any distributions.  
Holders of equity interests also would have a 0% recovery.

A copy of the Plan is available for free at:

     <http://bankrupt.com/misc/EddieBauer_DS.pdf>http://bankrupt.com/misc/EddieBauer_DS.pdf

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

     <http://bankrupt.com/misc/EddieBauer_Plan.pdf>http://bankrupt.com/misc/EddieBauer_Plan.pdf

                         About Eddie Bauer

Established in 1920 in Seattle, Washington, Eddie Bauer is a
specialty retailer that sells outerwear, apparel and accessories
for the active outdoor lifestyle.  The Eddie Bauer brand is a
nationally recognized brand that stands for high quality,
innovation, style and customer service.  Eddie Bauer products are
available at 371 stores throughout the United States and Canada,
through catalog sales and online at <http://www.eddiebauer.com/>http://www.eddiebauer.com/
Eddie Bauer participates in a joint venture in Japan and has
licensing agreements across a variety of product categories.

Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc.  Eddie Bauer
Inc. emerged from Spiegel's 2003 Chapter 11 case as a separate,
reorganized entity under the control and ownership of Eddie Bauer
Holdings, Inc.

Eddie Bauer Holdings, Inc., and eight affiliates filed for
bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No.
09-12099).  Judge Mary F. Walrath presides over the case.  David
S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler,
Esq., at Latham & Watkins LLP, serve as the Debtors' general
counsel.  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq.,
at Young Conaway Stargatt & Taylor LLP, serve as local counsel.
The Debtors' restructuring advisors are Alvarez and Marsal North
America LLC.  Their financial advisors are Peter J. Solomon
Company.  Kurtzman Carson Consultants LLC acts as claims and
notice agent.  As of April 4, 2009, Eddie Bauer had $525,224,000
in total assets and $448,907,000 in total liabilities.

Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed as monitor in the Canadian proceedings.

On August 4, 2009, Golden Gate Capital closed a deal to acquire
Eddie Bauer Holdings for $286 million.  Golden Gate will maintain
the substantial majority of Eddie Bauer's stores and employees in
a newly formed going concern company.  Golden Gate beat an
affiliate of CCMP Capital Advisors, LLC, at the auction.  The CCMP
unit's $202 million cash offer served as stalking horse bid.

Golden Gate Capital -- <http://www.goldengatecap.com/>http://www.goldengatecap.com/-- is a San
Francisco-based private equity investment firm with roughly
$9 billion of assets under management.


ELECTRO-MECHANICAL: Fed. Circ. Reduces Damages in Patent Case
-------------------------------------------------------------
The U.S. Court of Appeals for the Federal Circuit has trimmed an
award of $1.4 million in damages and attorneys' fees to Universal
Support Systems LLC in a case where Universal accused Electro-
Mechanical Industries Inc. of infringing a patent for racks used
to hold telecommunications equipment, Law360 reports.

Based in Houston, Texas, Electro-Mechanical Industries, Inc. --  
<http://www.emiproducts.com/>http://www.emiproducts.com/-- provides cable entry systems, cable
trays, enclosures, telco boxes, doghouse systems, equipment
platforms, site hardware and accessories available in the
telecommunication industry.

Electro-Mechanical Industries, Inc., filed for bankruptcy
protection on September 18, 2007 (Bankr. S.D. Tex. Case No.
07-36393).  Edward L. Rothberg, Esq., at Weycer, Kaplan, Pulaski &
Zuber, P.C., assist the Debtors in their restructuring efforts.  
Electro-Mechanical listed $2,095,211 in assets and $740,704 in
liabilities.   


ENSURGE INC: Creditors Convert Over $1.9 Mil. in Debt Into Equity
-----------------------------------------------------------------
Clark County, Nevada-based Ensurge, Inc., said December 23 it has
completed the conversion of more than $1.9 million in outstanding
debt into equity.  The conversion resulted in the issuance of
approximately 25.5 million restricted shares of common stock.  The
conversion of outstanding debt into common stock will be reflected
in the Company's next periodic filing for the period ending
December 31, 2009.

As part of its new business direction, the Company is currently
investigating gold mining claims and properties in South America.
Though no decisions have been made with regards to specific
properties or projects, the Company currently anticipates entering
into a preliminary agreement during the first quarter of 2010.

On December 4, Ensurge said it has commenced phase one of its new
business operations in the mining industry.  The Company also said
it is making arrangements for the retention of new management
personnel and the engagement of advisors with mining industry
experience.  Preliminary to this new direction, according to the
Company, its creditors have agreed to convert a majority of the
company's outstanding debt into common stock.

EnSurge, Inc. is a technology company.  The Company is in the
process of exploring and investigating business opportunities to
merge with or acquire.  The Company has discontinued the
operations of its subsidiaries, including NowSeven, Inc., Outbound
Enterprises, Inc., Totalinet.net, Inc., Atlantic Technologies
International, Inc., Internet Software Solutions, Inc., Uniq
Studio's, Inc., and iShopper Internet Solutions, Inc.  On
September 28, 2006, the Company entered into an agreement with
Portsmith Partner of Nevada, Inc., a related party shareholder of
Ensurge, to purchase all shares of stock of Outbound, iShopper
I.S., ECenter, NowSeven, StinkyFeet, Uniq Studios, TotalInet, ATI,
ISSI, and ZaiBon (Ensurge subsidiaries).

In its quarterly report filed with the Securities and Exchange
Commission in November for the reporting period ended
September 30, 2009, the Company indicated it has suffered losses
from operations and has a working capital deficiency of $2,032,523
at September 30, 2009.  The Company has no means available nor
does management have any plans to obtain financing to satisfy the
Company's current liabilities of $2,032,523 at September 30, 2009,
or to satisfy any of the Company's contingent liabilities.  Since
January 2002, according to the report, the Company has conducted
liquidation of its assets.


ERICKSON RETIREMENT: Court Grants Final Approval for $20MM Loans
----------------------------------------------------------------
Judge Stacey Jernigan of the United States Bankruptcy Court for
the Northern District of Texas has authorized Erickson Retirement
Communities LLC, Ashburn Campus, LLC, Concord Campus GP, LLC,
Dallas Campus GP, LLC, Dallas Campus, LP, Erickson Construction,
LLC, Erickson Group, LLC, Houston Campus, LP, Kansas Campus, LLC,
Littleton Campus, LLC, Novi Campus, LLC, and Senior Campus
Services, LLC, to borrow up to $20 million in postpetition
financing from ERC Funding Co. LLC, on a final basis.

Judge Jernigan permits the Debtor Borrowers to execute with ERC
Funding an Amended and Restated DIP Loan Agreement and related
documents, a full-text copy of which is available for free at:

         <http://bankrupt.com/misc/ERC_AmDIPLoanAgr.pdf>http://bankrupt.com/misc/ERC_AmDIPLoanAgr.pdf

Specifically, the Debtor Borrowers are authorized to incur
indebtedness up to an aggregate principal amount of $20 million
-- $17,000,000 of which will be available immediately and the
remaining $3,000,000 of which will be available only (i) upon
further order of the Court; and (ii) under the same terms and
conditions as the Final DIP Order.

The $20 million DIP Facility Amount will be used as permitted
under the DIP Documents and in accordance with a Budget
containing cash flow projections prepared by ERC on a weekly
basis for purposes of the DIP Loan.  A full-text copy of the
Budget is available for free at:

          <http://bankrupt.com/misc/ERC_DIPBudget.pdf>http://bankrupt.com/misc/ERC_DIPBudget.pdf

In no event are the Debtor Borrowers permitted to use any of the
Facility Amount at the non-Debtor landowners at Linden Ponds,
Sedgebrook and Monarch Landing or the Debtor landowners at
Columbus Campus, LLC, Warminster Campus GP, LLC and Warminster
Campus, LP, the Court held.

The DIP obligations are deemed to constitute allowed senior
administrative expense claims against each of the Debtor
Borrowers with, subject to the pari passu rights of the Corporate
Revolver Lenders, priority over any and all administrative
expenses, adequate protection claims, diminution claims and all
other claims against the Debtor Borrowers.

Moreover, as security for the DIP Obligations, ERC Funding is
granted DIP Liens on the "DIP Collateral," subject, only in the
event of the occurrence and during the continuance of an Event of
Default, to the payment of a Carve Out.

The DIP Collateral refers to all interests and property upon
which the Debtor-Borrowers grant a security interest, lien or
mortgage on in favor of the Lender.  It includes all Erickson
Retirement's Initial Entrance Deposits, and Corporate Cash.  It
does not include (i) Manufacturers and Traders Trust Company, aka
M&T Bank/Wilmington Trust FSB lenders' Collateral, and (ii)
claims and causes of action that arise as on or subsequent to the
Petition Date under Chapter 5 of the Bankruptcy Code and their
proceeds.

Under the Final DIP Order, the Carve Out refers to (i)
professional fees incurred and allowed in the Debtors' Chapter 11
cases in an amount not to exceed $6,000,000, and (ii) the payment
of fees pursuant to Section 1930 of Judiciary and Judicial
Procedures Code and costs and administrative expenses permitted
to be incurred by any Chapter 7 trustee under Section 726(b) of
the Bankruptcy Code pursuant to a Court order following any
conversion of the Chapter 11 cases in an amount not to exceed
$100,000.

                    DIP Objections Overruled,
          Debtors Address Objections, Amend DIP Facility

Any objections to the DIP Motion that have not been withdrawn,
waived or settled, and all reservations of rights are denied and
overruled, Judge Jernigan held.

Prior to entry of the Final DIP Order, certain parties renewed or
supplemented their objections to the DIP Facility.  They are:

* M&T Bank, as collateral and administrative agent under a
   Building Loan Agreement between the Debtors and Wilmington
   Trust FSB

* Wilmington Trust FSB, as successor administrative agent to
   PNC Bank, N.A., on behalf of the revolver lenders under a
   July 27, 2007 Credit Agreement

* Bank of America, N.A., as administrative agent for Debtor
   Dallas Campus LP's senior secured prepetition revolving
   Lenders

* Capmark Finance, Inc.

* PNC Bank, National Association, administrative agent of the
   Debtors' Senior Secured Project Loan Lenders

* Dallas County and Harris County, as administrative agent for
   Debtor Littleton Campus, LLC's senior secured prepetition
   revolving lenders

* the NSC NFPs

The Objectors generally reiterated their objection to the DIP
Motion to the extent the requisite adequate protection to their
interests and liens in the DIP collateral were not provided.
Individually, the Objectors asserted these contentions:

  -- M&T Bank asserted that the Debtors are seeking to encumber
     the Prepetition Lenders' collateral with a $20 million lien
     to obtain the DIP financing allegedly need to finance their
     operations while they consummate the proposed sale to the
     DIP Lender -- all for the purported benefit of other
     lenders.

  -- BofA sought that any Final DIP Order provide that the
     Debtors should be able to pursue non-sale alternatives upon
     the occurrence of an event of default under the DIP
     Facility if those alternative maximize the value of the
     Debtors' estates.

  -- The Taxing Authorities of Dallas County and Harris County
     seek the inclusion of a Carve Out provision for ad valorem
     tax liens in any final DIP order.

PNC Bank, Capmark, and BofA also complained that the Proposed
Final DIP Order makes material changes to the waterfall
provisions that were carefully negotiated by the parties in
connection with DIP Interim Order.

In a fresh objection, the Official Committee of Unsecured
Creditors contended that since the DIP Loan Agreement is tied to
Redwood Capital Investments, LLC, being selected as the
successful bidder in the Debtors' major assets sale, the DIP
Facility (i) chilled competitive bidding; (ii) locked up a sale
of the Debtors' assets to Redwood; and (iii) prevented the
Debtors from maximizing value for their estates.

In response to the objections, Vincent P. Slusher, Esq., at DLA
Piper LLP, in Dallas, Texas, insisted that the Debtors entered
into the DIP Facility out of necessity.  On the Debtors' behalf,
Mr. Slusher further disclosed that since the filing of the DIP
Motion, the Debtors and their financial advisor Houlihan Lokey
Howard & Zukin Capital have been engaged in negotiations to
improve the proposed DIP Facility and secure competing proposals
to the DIP Facility.  The Debtors received a competing proposal
from the Corporate Revolver Lenders and as a result of the
negotiations, the Debtors and ERC Funding entered into the
Amended and Restated DIP Facility, the salient differences of
which are:

                      Original              Amended
Category              DIP Facility          DIP Facility
--------              ------------          ------------
DIP Collateral        DIP Lender granted a  DIP Lender granted a
                       lien on all ERC cash  lien on only $10MM
                                             of ERC cash plus an
                                             amount equal to ERC
                                             DIP Borrowings

                      DIP Lender granted a   DIP Lender granted a
                      lien on all assets of  lien on the Project
                      Campuses, which the    Assets based on this
                      Debtor borrowers have  formula:
                      an interest in          * For each separate
                                                Campus, the DIP
                                                Lender is granted
                                                a lien of the
                                                lesser of (x)
                                                three times the
                                                maximum Campus
                                                borrowings, and
                                                (y) $5 million

Interest Rate/       LIBOR Floor of 2.5%    LIBOR floor of 1%
Pricing              + margin of 7.5%       + margin of 1.5%

Default Rate         300 bps over rate in   200 bps over rate
                      effect at time of      in effect at time of
                      default                default


Upfront Fee           3%                      0.75%

Exit Fee              2%                      None

The Debtors further propose that to the extent Loudoun County,
Virginia, Dallas County, Texas, and Harris County Texas hold
valid tax liens against assets of the Debtors' estates, the
Taxing Authorities' claims will be paid in full pursuant to the
Debtors' Joint Plan of Reorganization and thus are unimpaired.

In light of the Amended DIP Facility, the Debtors filed with the
Court a proposed final order to the DIP Motion, a full-text copy
of which is available for free at:

        <http://bankrupt.com/misc/ERC_PropFinalDIPOrder.pdf>http://bankrupt.com/misc/ERC_PropFinalDIPOrder.pdf

Also, Judge Jernigan held a hearing on the DIP Motion on
December 18, 2009, solely to consider these issues:

-- The issue on whether the provision concerning reimbursement
    of expenses for the NSC NFPs should be included in the
    Final order.

-- The issue on whether the $300,000 monthly reimbursement of
    expenses sought by the NSC NFPs should be increased to
    $625,000; and

-- The issue on the setoff of Community Loan and Master Lease
    obligations raised by PNC Bank in its supplemental objection
    to the DIP Motion.

               Other Provisions of Final DIP Order

Nothing in the Final DIP Order limits, reduces or impairs any of
the rights of the NSC-NFPs with respect to the Debtors, the
Debtors' property, the Lenders, Redwood or the Successful Bidder,
the Court held.

The Creditors Committee are granted a 60-day investigation period
to investigate the validity, extent, perfection, priority and
enforceability of the Prepetition Lenders' liens.  The hearing
Committee's Motion to Escrow Initial Entrance Deposits scheduled
to take place on January 13, 2010, will be deferred on account of
the Investigation Period.

Moreover, Judge Jernigan acknowledged that as adequate
protection, ERC Funding has agreed to be repaid of the DIP
Obligations:

(a) upon the consummation of a sale transaction, from:

  -- the Net Cash Proceeds of the Sale;
  -- Corporate Cash to the extent of Corporate Borrowings;
  -- all assets of a Project Borrower relating to a Project; and
  -- all or any portion of the DIP Collateral, in a manner as
     the DIP Lender may elect, subject to a Collateral Cap.

(b) in the event of a non-sale of the Debtors' assets, from:

  -- Corporate Cash to the extent of Corporate Borrowings;
  -- all assets of a Project Borrower relating to a Project; and
  -- all or any portion of the DIP Collateral, in a manner and
     order as the DIP Lender may elect.

A full-text copy of the Final ERC DIP Order entered December 17,
2009, is available for free at:

           <http://bankrupt.com/misc/ERC_FinalDIPOrder.pdf>http://bankrupt.com/misc/ERC_FinalDIPOrder.pdf

                     About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: Has Final Approval for Cash Collateral Use
---------------------------------------------------------------
Judge Stacey Jernigan of the United States Bankruptcy Court for
the Northern District of Texas has authorized Debtor Erickson
Retirement Communities, LLC, on a final basis, to access the cash
collateral of its prepetition secured lenders in accordance with a
prepared budget.

Any objections to the Cash Collateral Motion that have not been
withdrawn, waived or settled are overruled, Judge Jernigan rules.

Judge Jernigan rules that the Senior Secured Lenders are entitled
to adequate protection of their interest in the Cash Collateral
and other security granted to the Senior Secured Lenders under
the Corporate Revolver.  ERC and the Debtors will provide the
Senior Secured Lenders with adequate protection in this manner:

  (a) for purposes of determining adequate protection with
      respect to Cash Collateral, the amount of Cash Collateral
      prior to the use of the Cash Collateral for any purposes
      permitted by the Cash Collateral Orders will be the actual
      cash balance as of the Petition Date of the accounts in
      which the Cash Collateral was held;

  (b) ERC and the other Debtors will provide the Senior Secured
      Lenders, the Project Agents and the Committee with:

         (i) a specific accounting of any and all Cash
             Collateral used for any purpose whatsoever during
             the Interim Period; and

        (ii) a specific accounting of how all amounts, amounts
             paid and obligations paid during the Interim Period
             are allocated among the various Debtors;

  (c) ERC will pay the Senior Secured Lenders an amount equal to
      the interest on the amount of a Diminution Claim at the
      contract rate in the Corporate Revolver, and the parties
      reserve all rights as to how this amount ultimately will
      be applied;

  (d) the Senior Secured Lenders are granted additional and
      replacement security interests and liens in and on all of
      the Debtors' assets to the extent of any diminution in the
      value of their interest in the Cash Collateral;

  (e) the liens and security interests granted will be limited
      to the extent of the aggregate diminution of the value of
      the Prepetition Collateral subsequent to the Petition
      Date; and

  (f) the Senior Secured Lenders are granted a superpriority
      claim as provided under Section 507(b) of the Bankruptcy
      Code to the extent of the Diminution Claim except that the
      Superpriority Claim will not reach the proceeds of any
      avoidance action.

Moreover, ERC is directed to provide to the Senior Secured
Lenders, Project Agents and the Committee a final report on the
specific use of the Cash Collateral.

The Adequate Protection granted in the Final Cash Collateral
Order to the Senior Secured Lenders will not be subject to any
subsequent liens or claims granted by the Court, except that
those claims and liens will be pari passu with the claims and
liens granted to the DIP Lender pursuant to any Final DIP Order
up to a maximum amount of the sum of $473,000 and will be repaid
with the same priority as all amounts payable to the DIP Lender
pursuant to any Final DIP Order up to the amount of the Pari
Passu Cap, subject to limitations against each Debtor, Judge
Jernigan clarifies.

Judge Jernigan also modified the automatic stay under Section
362(a) to effectuate all of the terms and provisions of the Final
Cash Collateral Order.

A full-text copy of the ERC Final Cash Collateral Order dated
December 15, 2009, is available for free at:

      <http://bankrupt.com/misc/ERCFinalCashCollOrd.pdf>http://bankrupt.com/misc/ERCFinalCashCollOrd.pdf

                     About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: Lenders' Examiner Plea to Be Heard Jan. 13
---------------------------------------------------------------
Strategic Ashby Ponds Lender LLC and Strategic Concord
Landholder, LP, known as the Michigan Retirement System Entities,
collectively hold claims, totaling $75,000,000, against the
Debtors and are involved in transactions with Debtors Concord
Campus L.P. and Ashburn Campus, L.L.C.

HCP ER6, LP in Houston, Texas; HCP ER2, LP in Novi, Michigan; and
HCP ER3, LP in Warminster, Pennsylvania -- the HCPI Landholder
Entities -- have prepetition mezzanine debt interests totaling
$59.5 million and are involved in transactions with Debtor
Landowners Warminster Campus, LP, Novi Campus, LP, and Houston
Campus, LP.  In addition, HCP Inc. holds a participation interest
in the senior secured Construction Revolver arranged by PNC Bank,
National Association, on Houston Campus for $9.6 million.

MSRESS III Dallas Campus, L.P.; MSRES III Denver Campus, LLC; and
MSRESS III Kansas Campus, L.P. -- the MSRESS III Entities  --
hold claims, totaling $67,500,000, against the Debtors and are
involved in transactions with Debtors Dallas Campus, LP,
Littleton Campus, LLC, and Kansas Campus, LLC.

The Michigan Retirement System Entities, the HCPI Landholder
Entities, and the MSRESS III Entities are referred to as the
Mezzanine Lenders of the Debtors.

Essentially, the Mezzanine Lenders complain that the Debtors'
Joint Plan of Reorganization fails to adequately provide for and
protect the interests of the creditors of the Subsidiary Debtors.
Those interests, the Mezzanine Lenders assert, must be considered
and addressed before any sale of the continuing care retirement
communities or their related assets.

"While the proposed auction process, the entry of the Debtors
into a purchase and sale agreement with Redwood Capital
Investments, LLC, and the proposal of the Debtors' Plan may make
huge economic sense to Redwood, it is baffling to understand how
these proposals benefit creditors, particularly creditors of the
Subsidiary Debtors," Martin Green, Esq., at Baker Botts L.L.P.,
in Dallas, Texas, contends, on behalf of the Mezzanine Lenders.

Against this backdrop, the Mezzanine Lenders believe that the
appointment of an independent third party examiner is required to
assist the Court and other parties-in-interest in evaluating the
merits of pursuing the proposed auction, the PSA, and the
Debtors' Plan of Reorganization.  Mr. Green asserts that the
appointment is particularly critical given:

  -- the impending dates for the proposed auction;

  -- the necessity for oversight and review of the proposed
     auction process;

  -- the number of questions that exist regarding the operation
     of the Debtors' businesses;

  -- the fact that the Plan contemplates that the Court will
     have to ultimately determine the disposition of the sales
     proceeds if the proposed sale to Redwood is ultimately
     consummated; and

  -- that an independent third party that has thoroughly
     examined the Debtors will be instrumental to that process.

Thus, pursuant to Section 1104 of the Bankruptcy Code, the
Mezzanine Lenders ask the Court to appoint an examiner to
investigate the Debtors, including any non-debtor affiliated
entities, and certain related matters, which include:

  (a) intercompany accounts;

  (b) acts and omission of the Debtors' officers and directors
      impacting their fiduciary duties;

  (c) propriety of the Debtors' decision to sell all or
      substantially all of their assets and, in particular, the
      proposed method of that sale on a bulk basis;

  (d) whether a conflict of interest exists based on the inter-
      creditor relationship among the various Debtors based on
      a series of contracts the Subsidiary Debtors entered into
      with other ERC-related entities, making common counsel for
      the Debtors prejudicial to creditors and other parties-in
      -interest of the Subsidiary Debtors;

  (e) whether separate counsel should be appointed for each of
      the Subsidiary Debtors to ensure that their interests are
      properly protected;

  (f) potential mismanagement, dishonesty, and self-dealing
      involved in managing the Debtors' businesses, including
      with respect to the perspective proceeds of the sale of
      the Debtors' assets;

  (g) issues regarding the proposed auction or the PSA,
      including whether the proposed sale of the assets on an
      aggregate basis is necessary, appropriate, or can
      adequately protect the individual interests of the
      creditors of the subsidiary Debtors;

  (h) whether the auction procedures should be clarified or
      supplemented to more clearly provide how any bids for
      assets other than on a bulk basis would be evaluated;

  (i) whether an allocation of the proposed purchase price on an
      asset-by-asset or entity-by-entity basis is necessary to
      properly maximize the benefits of the stalking horse sale
      or the auction process;

  (j) whether the auction procedures need to be modified,
      supplemented or clarified as it relates to credit bidding
      to ensure that parties' rights under Section 363 are
      properly preserved and protected;

  (k) whether the Debtors have truly engaged in adequate
      marketing efforts before and after execution of the PSA;

  (l) whether the interests of National Senior Campuses, Inc.
      Not-For-Profit entities in any property of any Landowner
      is subject to attack under Sections 544, 547, or 548;

  (m) whether the purported "debt" owed to any NFP is truly
      "debt", is truly owed, is properly calculated and other
      analysis of these transactions between any Debtor and an
      NFP;

  (n) whether the assumption and assignment of the some or all
      of the Related Party Contracts as contemplated by the Plan
      and the PSA is in the best interest of creditors of the
      Subsidiary Debtors;

  (o) whether the Plan strategy, which seeks to transfer assets
      that are individually owned on an aggregate basis is
      permissible or can be accomplished in the manner proposed
      without violating the interests of the creditors of the
      Subsidiary Debtors;

  (p) suggested proposals regarding the proper allocation of any
      sales proceeds between the various debtor entities and the
      creditors having claims with respect to each entity;

  (q) whether the directors and officers of the Subsidiary
      Debtors are acting consistent with their fiduciary duties,
      particularly in light of the PSA, which precludes the
      Subsidiary Debtors from entertaining other transactions
      involving the sale of their asset, even though those
      entities are not parties to the PSA;

  (r) any and all value that will be received pursuant to the
      sale of assets to Redwood, under the Plan, or in
      connection with the Debtors' Chapter 11 cases and the
      transactions related by John C. Erickson, Chairman and
      Chief Executive Officer of Erickson Retirement
      Communities, LLC, any person related to Mr. Erickson by
      blood or marriage, and any entity directly or indirectly
      owned or controlled by any of Mr. Erickson;

  (s) intercompany transfers and transfers to affiliates and
      NFPs and any related claims;

  (t) relationships between the Debtors, the Debtors'
      affiliates, the NFPs and Redwood, and any and all claims
      arising out of or related to those relationships; and

  (u) other matters as the Court deems appropriate.

The Court is set to consider the Mezzanine Lenders' request in a
hearing scheduled for January 13, 2010.

                     About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: Proposes to Continue Insurance Programs
------------------------------------------------------------
Erickson Retirement Communities LLC and its units maintain two
professional and general liability insurance policies and two
workers' compensation insurance policies in connection with the
operation of their business.  The Liability Insurance Policies are
provided by Continental Casualty Company and Columbia Casualty
Company and Travelers Companies, Inc.  The Workers' Compensation
Policies are provided by Zurich American Insurance Company and
Pennsylvania Manufacturers' Association Insurance Company.

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
explains that in lieu of paying the insurance premiums on all of
the Insurance Policies on a lump-sum basis in the ordinary course
of business, the Debtors finance the premiums on their Insurance
Policies pursuant to premium financing agreements with third
party lenders.  In exchange for the financing, the Debtors pay
monthly installments in accordance with a pre-set payment
schedule.  For current year policies, the Debtors have paid all
premiums and are not obligated to make postpetition payments.

Moreover, pursuant to the Insurance Policies, the Debtors are
required to issue letters of credit for the benefit of the
Insurance Providers.  The Letters of Credit relating to the
Insurance Policies is provided by PNC Bank, National Association
and collateralized by certificate of deposits, on which PNC Bank
has a first priority lien.

A list of the Letters of Credit is available for free at:

          <http://bankrupt.com/misc/ERC_LettersofCredit.pdf>http://bankrupt.com/misc/ERC_LettersofCredit.pdf

The Insurance Policies and related Letters of Credit are set to
expire on or after January 1, 2010.

Accordingly, as of December 21, 2009, the Debtors have negotiated
the renewal of the Liability Insurance Policy with Continental
Casualty Company and Columbia Casualty Company but have not yet
entered into an agreement.  Under the proposed Liability
Insurance Policy, the annual premium is $2.6 million, which the
Debtors are attempting to finance over the course of a year, Mr.
Slusher notes.

Moreover, the Debtors are required to establish a collateral
trust pursuant to a collateral trust agreement.  The funds from
the collateral trust will be used to reimburse, as needed,
ongoing claims asserted under the Policy for 2010.  Pursuant to
the Collateral Trust Agreement, the Debtors are required to make
a down payment of $500,000 to the Trust on December 29, 2009, and
a payment of $200,000 per month.  The Debtors are thus
negotiating the renewal of the Insurance Policies, Letters of
Credit, and Financing Agreements, all of which will be on
substantially similar terms as the policies and agreements that
existed prepetition.

By this motion, the Debtors seek the Court's authority to:

  (a) honor the obligations under their current insurance
      premium financing agreements;

  (b) enter into new Financing Agreements with respect to the
      renewal of the Insurance Policies;

  (c) renew the Letters of Credit; and

  (d) enter into the Collateral Trust Agreement.

The Debtors aver that the nature of their business requires them
to maintain uninterrupted insurance coverage and enter into the
Financing Agreements and Collateral Trust Agreement and renew the
Letters of Credit.  If the Debtors are not able to enter into the
Financing Agreements, they would be required to pay up-front for
the Insurance Policies, Mr. Slusher points out, which would
negatively impact the Debtors' cash flow and their estates.

With respect to the Letters of Credit, Mr. Slusher asserts, the
Debtors satisfy Section 364(d) of the Bankruptcy Code because
they will not be able to obtain or renew letters of credit unless
the letters of credit are fully collateralized.  If the Debtors
were to seek a letter of credit facility from a party other than
PNC Bank, they would be required pledge new collateral in an
amount sufficient to fully secure their reimbursement
obligations, he says.  The Debtors do not have ready access to
new cash or cash equivalents in an amount that would be required
by a new issuer of letters of credit, Mr. Slusher discloses.

                     About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: Redwood's $365MM Wins Auction for Assets
-------------------------------------------------------------
Erickson Retirement Communities, LLC, announced that it has
selected Redwood Capital Investments LLC as the successful bidder
to acquire substantially all the assets of the company, subject to
court approval.

Erickson signed a definitive agreement with Redwood Capital, a
Baltimore-based company, in October because the organization was a
particularly strong candidate.  As its continued interest in
Erickson indicates, Redwood recognizes that Erickson has
tremendous strengths, including a strong brand that is recognized
for quality, value and the enhanced lifestyle residents experience
every day.

"We are pleased that the interests of Redwood Capital are well
aligned with Erickson's long-term growth strategy and the
interests of all community residents," said John C. Erickson,
founder and executive chairman of Erickson.  "Redwood Capital has
the capital resources to address Erickson's long-term needs and
has assured us they support the actions Erickson feels are
necessary to strengthen the company immediately and for the
future.  This sale marks a company milestone that creates
numerous benefits for all members of the Erickson Community."

Jim Davis, who controls Redwood Capital, said, "Erickson
Retirement Communities has a noble mission, a time-tested product,
industry-leading customer satisfaction and tremendous
opportunities for growth.  Redwood Capital shares Erickson's
vision for improving the lives of seniors and we are excited to
build on the legacy and success of this venerable brand."

"The transition of Erickson's ownership to Redwood Capital will
promote the long-term stability of the developing communities
National Senior Campuses sponsors," said Ron Walker, Chairman of
NSC.  "We look forward to working with Erickson, under new
ownership and with restructured finances, reorganized businesses
and fresh capital to fulfill NSC's mission of providing the
highest quality service and lifestyle to our residents."

Erickson Retirement Communities received two qualified bids for
the purchase of the company when the bidding process closed on
December 14, 2009, a testament to the fact that Erickson has
tremendous strengths, including a strong brand that is recognized
for quality, value and the enhanced lifestyle residents experience
every day.  Qualified bidders were permitted to participate in an
auction that occurred on December 22, 2009.

Erickson will submit to the U.S. Bankruptcy Court in Dallas in the
coming days an amended Plan and Disclosure Statement, and request
that the court schedule hearings to approve a revised disclosure
statement and to confirm any plan of reorganization ("confirmation
hearing").  Once that hearing has concluded, Erickson and Redwood
Capital can begin the process of completing all necessary actions
to finalize the sale.

            About Redwood Capital Investments LLC

Redwood Capital Investments LLC is a private investment company
controlled by Jim Davis, a Baltimore businessman.  Mr. Davis is
Chairman and majority owner of Allegis Group, a $5 billion
privately-owned world-renowned staffing company headquartered in
Hanover, Maryland.

                        KKR Group's Bid

As widely reported, in addition to Redwood's existing bid,
Kohlberg Kravis Roberts & Co. and private-equity firms, Beecken
Petty O'Keefe & Co. and Coastwood Senior Housing Parties
submitted a bid for Erickson, resulting to a private auction on
December 22, 2009.

Redwood's initial all cash bid was about $245 million when the
auction started and rose to $365 million eighteen hours later to
outbid the KKR group, according to Matt Niemman of Houlihan Lokey
Howard & Zukin Capital, financial advisor to the Debtors, as
reported by the Wall Street Journal on December 23, 2009.

                     About Erickson Retirement

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

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

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

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


ESCADA AG: Mittal Family Also Buying U.S. Assets
------------------------------------------------
Following an extensive global marketing effort, Escada AG, the
parent company of the Escada (USA) Inc., sold its assets in its
German insolvency proceeding to HSBC Trustee (C.I.) Limited, as
trustees of the Royal II Trust, of 1 Grenville Street, St.
Heller, Jersey, JE4 9PF, a subsidiary of the Mittal Family
Trusts.

Since the closing of the Escada AG transaction on December 1,
2009, Escada AG has ceased providing financial or marketing
support to Debtor Escada USA, Gerald C. Bender, Esq., at
O'Melveny & Myers LLP, in New York, tells Bankruptcy Judge Stuart
M. Bernstein for the Southern District of New York.

According to Mr. Bender, the preliminary insolvency administrator
appointed in the German proceeding, Dr. Christian Gerloff,
retained KPMG to undertake a global search for an equity investor
or purchaser of the assets of the ESCADA Group, including the
assets of Escada USA.

KPMG's efforts involved contacting more than 180 potential
purchasers, negotiating confidentiality agreements with roughly
50 interested parties, and providing access for approximately 30
potential purchasers to an electronic data room containing
sufficient information about the Debtor.  In Germany, offers were
received from several potential purchasers, Mr. Bender relates.

Subsequent to the closing of the Escada AG Sale, Dr. Gerloff
determined that "it was not realistic or practical, given the
time and financial limitations on the Administrator and the
pendency of [the] Chapter 11 case, to include Escada USA's assets
in the sale process in Germany."

As a result, Escada USA, among other subsidiaries of Escada AG
that were not part of the sale carried out by Dr. Gerloff for
Escada AG, was left to negotiate for individual asset sales.

Escada USA hopes to effectuate a sale of its assets and business
as a going concern; preserve its business operations in the
United States; continue to employ a significant number of its
approximately 235 employees; and maximize the value of its estate
for its creditors, according to Mr. Bender.

Absent a prompt sale, he says, the value of the Escada USA assets
will continue to decline and the Debtor will not have sufficient
funding to continue operations, Escada USA Executive Vice
President, Chief Financial Officer and Treasurer Christian D.
Marques, told Judge Bernstein in a declaration filed with the
Court.

            Terms of Proposed Sale to Escada US Subco

After extensive due diligence and negotiations, Escada US Subco
LLC made an offer for Escada USA dated December 21, 2009,
according to Mr. Bender.

Escada US Subco is a Delaware limited liability company formed by
HSBC Trustee Limited to acquire Escada USA's assets.

Because Escada AG was Escada USA's sole supplier of luxury retail
fashions and Escada USA is not the registered owner or licensor
of the "Escada" brand name, a sale to the proposed Purchaser
represents the best opportunity for the Debtor to maximize the
value of its assets for the benefit of its estate, Mr. Bender
asserts.

For the sale of its assets to the Purchaser, Escada USA is
contemplated to:

  (i) receive US$6 million;

(ii) have certain of its liabilities assumed by the Purchaser;
      and

(iii) receive reimbursement for new inventory it purchased from
      and after the execution of the parties' Asset Sale and
      Purchase Agreement.

Within two days following the execution of the Agreement, the
Purchaser will deposit with The Bank of New York Mellon by
certified check or wire transfer of immediately available funds,
an amount equal to $1,000,000.  BNY Mellon is the designated
escrow agent under an Escrow Agreement among the parties dated as
of December 21, 2009.

The closing of the sale transaction and the assumption of the
liabilities under the Asset Sale Agreement is contemplated to
take place on the second day after customary conditions to
Closing have been satisfied.  In general, the Agreement may be
terminated by either Escada USA or the Purchaser if, among other
things, the Closing has not occurred on or before January 15,
2010.

Pursuant to the Agreement, the Purchaser will acquire
substantially all of Escada USA's assets that are owned, held or
used by the Debtor in connection with its business.  The primary
assets the Purchaser will not be acquiring are:

  (1) all cash and cash equivalents, including the Debtor's bank
      accounts, certificates of deposit, refunds and other
      prepaid assets;

  (2) income tax refunds, if any;

  (3) security and other recoverable deposits other than those
      arising from or in connection with the Debtor's real
      property leases that are assumed and assigned to
      Purchaser; and

  (4) all claims and rights under insurance policies.

The Agreement also provides for Escada USA's assumption and
assignment to the Purchaser of the majority of its executory
contracts and unexpired leases.  The Purchaser will have until
three days prior to the closing of the Sale to designate a
contract as an assumed or rejected contract.

Furthermore, the Purchaser has agreed to make written offers of
employment, effective as of the Closing, to at least 80% of
Escada USA's current employees.  All employment offers will be at
initial wages and benefits that are substantially comparable in
the aggregate to the benefits in effect for each employee
immediately prior to closing of the Sale.

Against this backdrop, Escada USA, with the support of the
Official Committee of Unsecured Creditors, seek Court approval of
the sale of its assets to Escada US Subco pursuant to Sections
363 and 365 of the Bankruptcy Code.

A full-text copy of Escada USA-Escada Subco Asset Sale and
Purchase Agreement is available for free at:

      <http://bankrupt.com/misc/Escada_AssetSalePact.pdf>http://bankrupt.com/misc/Escada_AssetSalePact.pdf

A complete schedule of prepetition contracts and unexpired leases
for assumption under the parties' Sale Agreement is available at
no charge at <http://bankrupt.com/misc/Escada_AssumedPacts.pdf>http://bankrupt.com/misc/Escada_AssumedPacts.pdf

                         *     *     *

At the behest of Escada USA, the Court will convene an expedited
hearing on December 31, 2009, at 10:00 a.m., Eastern Time, to
consider approval of the Sale Motion.

Objections to the request, if any, must be served no later than
one day prior to the Sale Hearing.  Similarly, objections to the
proposed assumption and assignment of the Contracts and Leases,
or to their designated Cure Amounts, must be served no later than
the Objection Deadline.

Pursuant to the Sale Agreement, Escada USA needs to obtain Court
approval of the Sale by December 31 and to consummate the Sale by
early January 2010 "to provide for the timely receipt and
delivery of merchandise and the continued operation in the
ordinary course of business, and thus to maximize the value
received in connection with the Sale," Mr. Bender notes.

Subsequently, Escada USA filed with the Court a Notice of the
Hearing which it served to parties-in-interest.

                        About Escada AG

The ESCADA Group -- <http://www.escada.com/>http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Escada USA
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Escada USA, and the insolvency proceedings of ESCADA AG and its
units.  (<http://bankrupt.com/newsstand/>http://bankrupt.com/newsstand/or 215/945-7000)


ESCADA AG: U.S. Unit Has Court Nod for Follick as Customs Counsel
-----------------------------------------------------------------
Escada (USA), Inc., obtained permission from the U.S. Bankruptcy
Court to employ Follick & Bessick, P.C., as its special customs
counsel, nunc pro tunc to August 14, 2009.

Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York,
relates that the Debtor requires legal representation in matters
involving the laws and regulations promulgated by the U.S.
Customs Service and its successor, U.S. Customs & Border
Protection, in order to effectively contest a proposed action
against the Debtor by U.S. Customs.

Mr. Bender says that the Debtor is subject to a proposed customs
assessment in an amount exceeding $10.8 million in additional
duties, excluding any interest or penalties, with respect to a
dispute with U.S. Customs concerning the Debtor's declaration of
the dutiable value of certain goods that it imported into the
United States based on the "first sale" or middleman prices of
those goods that the Debtor purchased from its parent, Escada AG.

According to Mr. Bender, Follick has provided legal services to
the Debtor since May 1992 in matters concerning U.S. Customs, and
has particularly been representing the Debtor with respect to
contesting the proposed assessment in the Customs Dispute.
Currently, the firm has an internal advice ruling request pending
before the U.S. Customs Headquarters office in Washington, D.C.,
as well as a formal protest and application for further review
pending at the port level.  Thus, Follick is familiar with the
Customs Dispute and the Debtor's customs matters generally, Mr.
Bender notes.  The firm is therefore ideally positioned to advise
the Debtor on the Customs Matters in its Chapter 11 case, he
avers.

In addition, Follick has represented other clients before U.S.
Customs and in the U.S. Court of International Trade, among other
federal government agencies.  Follick is thus familiar with
specific issues that involve tariff classification and rates of
duty, contesting increased duty assessments, valuation of goods,
preparing and obtaining binding rulings, preparing internal
advice requests, petitions against liquidated damages and penalty
assessments, administrative forfeiture proceedings, contesting
seizure cases, internal audit and compliance reviews, and
responding to customs audits and investigations, Mr. Bender tells
the Court.

"The retention of the firm as special customs counsel will
contribute greatly to the efficient administration of the
Debtor's estate and the realization of the Debtor's objective of
maximizing the value of its bankruptcy estate," Mr. Bender
emphasizes.

The Debtor will pay the Follick professionals based on these
hourly rates:

  Professional                             Hourly Rate
  ------------                             -----------
  John A. Bessich, Lead Attorney               $375
  Suzanne Liberti McCaffery, Associate         $250
  Glenn H. Ripa, of Counsel                    $350
  Paraprofessional                             $100

The Debtor also intends to reimburse Follick for the firm's
necessary out-of-pocket expenses.  The firm did not receive a
retainer in connection with the proposed retention, according to
Mr. Bender.

John A. Bessich, Esq., sole shareholder at Follick, informed the
Court that the Debtor owes his firm $7,521 for prepetition
services.  During the 90-day period preceding the Petition Date,
Follick received payments for fees and expenses from the Debtor
totaling $49,120.  As of the Petition Date, Follick performed
legal services for the Debtor and incurred expenses in the total
unbilled amount of $17,037, Mr. Bessich adds.

Mr. Bessich assures the Court that Follick does not a represent
or hold any interest adverse to the Debtor or its estate.

                        About Escada AG

The ESCADA Group -- <http://www.escada.com/>http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Escada USA
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Escada USA, and the insolvency proceedings of ESCADA AG and its
units.  (<http://bankrupt.com/newsstand/>http://bankrupt.com/newsstand/or 215/945-7000)


ETERNAL ENERGY: Reports $3.46 Million Net Loss in Q3 2009
---------------------------------------------------------
Eternal Energy Corp. reported a net loss of $3,459,056 on total
revenue of $262,524 for the three months ended September 30, 2009,
compared with net income of $221,808 on total revenue of $750,000
for the same period last year.

The Company began receiving royalty payments associated with its  
5% gross overriding royalty interest in certain properties located
in Saskatchewan, Canada in April 2009.  The Company recognized
$7,524 of oil and gas sales revenue associated with these
overriding interests during the three-month period ended
September 30, 2009.  

In July 2009, the Company successfully settled the lawsuit against
the Company brought forth by Zavanna Corporation LLC, et al.  
Under the terms of the settlement agreement, the Company received
settlement proceeds totaling $255,000 and the release and
dismissal of all claims against the Company and the Company's CEO
in exchange for the Company's dismissal, with prejudice, of all
counter claims made by the Company.  The $255,000 of settlement
proceeds is presented as litigation settlement revenue on the
Company's statements of operations for the three-month period
ended September 30, 2009.

In 2006, the Company entered into a series of agreements with
Pebble Petroleum that resulted in the Company's right to receive
spud fees for each of the first eight wells drilled on leases
previously owned by the Company.  In August 2008, the Company
recognized $750,000 in spud fee revenue, which represents spud
fees for the final three wells covered under these agreements.  No
further spud fee revenue will be recognized by the Company as spud
fees have now been earned for all eight of the initial wells
drilled pursuant to the agreement with Pebble Petroleum.

                          Balance Sheet

At September 30, 2009, the Company's balance sheets showed
$2,405,325 in total assets, $173,482 in total liabilities, and
$2,231,843 in total stockholder's equity.

A full-text copy of the Company's Form 10-Q is available at no
charge at <http://researcharchives.com/t/s?4c60>http://researcharchives.com/t/s?4c60

                       Going Concern Doubt

Eternal Energy Corp. has incurred net losses since inception.  
"This factor raises substantial doubt about the Company's ability
to continue as a going concern."

Historically, the Company has been successful in generating
additional operating capital through the disposition of oil and
gas prospects.  However, the disposition of properties is not a
viable strategy for funding the Company's long-term operations.  
Accordingly, the Company's management is developing and
implementing plans to sustain the Company's cash flow from
operating activities and/or acquire additional capital funding.

No assurances can be given that the Company will obtain sufficient
working capital through the sale of oil and gas properties, the
issuance of common stock or by leveraging the Company's current
assets, or that the implementation of its business plan will
generate sufficient revenues in the future to sustain ongoing
operations.

                       About Eternal Energy

Based in Littleton, Colo., Eternal Energy Corp. (OTC BB: EERG) --
<http://www.eternalenergy.com/>http://www.eternalenergy.com/-- is an oil and gas company engaged  
in the exploration of petroleum and natural gas.  The Company was
incorporated in Nevada on July 25, 2003 to engage in the
acquisition, exploration, and development of natural resource
properties.


FAIRPOINT COMMS: Bank Debt Trades at 22.25% Off
-----------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 77.75 cents-on-the-dollar during the week ended Dec. 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.50
percentage points from the previous week, The Journal relates.  
The debt matures on March 31, 2015.  The Company pays 275 basis
points above LIBOR to borrow under the loan facility.  Moody's has
withdrawn its rating, while Standard & Poor's has assigned a
default rating, on the bank debt.  The debt is one of the biggest
gainers and losers among 173 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended
Thursday.

FairPoint Communications, Inc. (NYSE: FRP) --
<http://www.fairpoint.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


FAIRPOINT COMMS: Gets Final Nod for E&Y as Independent Auditor
--------------------------------------------------------------
Judge Burton Lifland granted, on a final basis, Fairpoint
Communications Inc.'s request to employ Ernst & Young as tax
services provider and independent auditor nunc pro tunc to the
Petition Date.

As auditors and tax advisors, E&Y is expected to render these
professional services to the Debtors:

(a) perform certain tax services as set forth in specific
     Statements of Work executed pursuant to the Master Tax
     Services Agreement.  A full-text copy of the MTSA is
     available for free at:

          <http://bankrupt.com/misc/FairPt_E&Y_MTSA.pdf>http://bankrupt.com/misc/FairPt_E&Y_MTSA.pdf

(b) work with the Debtors' appropriate personnel or outside
     legal counsel in developing an understanding of the tax
     issues and alternatives associated with the Debtors'
     Chapter 11 filing, restructuring, or other plan, taking
     into account the Debtors' specific facts and
     circumstances, for U.S. Federal and State and Local
     Income and Indirect Tax purposes.

(c) assist and advise the Debtors in developing an
     understanding of the tax implications of its bankruptcy
     restructuring alternatives and post-bankruptcy operations;

(d) assist and advise the Debtors in developing an
     understanding of the tax forecasting implications of
     restructuring alternatives;

(e) assist and advise the Debtors in calculating cancellation
     of indebtedness income for tax purposes;

(f) provide tax advisory services regarding availability,
     limitations on the use and preservation of tax attributes,
     stock and asset basis as a result of the application of
     the federal and state cancellation of indebtedness
     provisions;

(g) provide assistance with tax issues arising in the ordinary
     course of business while in bankruptcy, as ongoing
     assistance with IRS or state and local tax examinations,
     and, as needed, research, discussions and analysis of
     federal and state and local tax issues arising during the
     bankruptcy period;

(h) provide tax advisory services regarding the validity of
     tax claims in order to determine if the tax amount claimed
     correctly reflects true tax liability pursuant to
     applicable tax law;

(i) perform analyses of legal and other professional fees
     incurred during the bankruptcy period for purposes of
     determining future deductibility of these costs for U.S.
     Federal and state and local tax purposes;

(j) assist with the preparation of documentation, as
     appropriate or necessary, of tax analysis,
     recommendations, and correspondence for any proposed
     restructuring alternative, bankruptcy tax issues or other
     tax matters;

(k) perform advisory services regarding tax analysis and
     research related to acquisitions, divestitures, and tax-
     efficient domestic restructurings;

(l) provide testimony, as necessary, as fact witness regarding
     E&Y's work done on the Debtors' tax attributes and overall
     tax posture and the impact of Bankruptcy on these
     attributes and the Debtors' overall tax position;
     provided, that E&Y will not act as an expert witness for
     the Debtors under this retention;

(k) perform other related tax advisory services as requested
     by FairPoint and agreed upon by E&Y;

(m) provide to the Debtors routine tax advice and assistance
     concerning issues as requested when those projects are not
     covered by a separate Statement of Work and do not involve
     any significant tax planning or projects;

(n) audit and report on the consolidated financial statements
     of the Debtors for the year ended December 31, 2009;

(o) audit and report on the effectiveness of the Debtors'
     internal control over financial reporting as of Dec. 31,
     2009; and

(p) review the Debtors' unaudited interim financial
     information before the Debtors' filing of their Form 10-Q.

The Debtors propose to pay E&Y for the firm's services on an
hourly basis, plus reimbursement of necessary, actual out-of
pocket expenses incurred by the firm's professionals in
representing the Debtors.  E&Y's hourly rates are:

I. For services under Tax Statement of Works:

    Professional                         Hourly Rate
    ------------                         -----------
    Partners, Principals and Directors          $765
    Senior Managers                             $615
    Managers                                    $545
    Seniors                                     $375
    Staff                                       $190

  II. For services under Audit Engagement Letter:

    Professional                                Hourly Rate
    ------------                                -----------
    National Partner                           $700 to $986
    Partners, Principals and Directors         $620 to $726
    Senior Managers                            $520 to $613
    Managers                                   $410 to $557
    Seniors                                    $270 to $406
    Staff                                      $165 to $251

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
<http://www.fairpoint.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


FAIRPOINT COMMS: Schedules Filing Extended to January 18
--------------------------------------------------------
FairPoint Communications Inc. and its units sought and obtained
the Court's approval for a further extension of their deadline to
file their schedules of assets and liabilities, schedules of
current income and expenses, schedules of executory contracts and
unexpired leases, and statements of financial affairs, through and
including January 18, 2010.

According to James T. Grogan, Esq., at Paul Hastings Janofsky &
Walker LLP in New York, several factors have made the Schedules
difficult to assemble.  The information that the Debtors need to
compile for the Schedules is not only voluminous, but is also
located in numerous places, and across a network of electronic
ledgers and software platforms that span across the Debtors'
information systems.  Generally, the information sought to
satisfy any one aspect of the Schedules is dispersed throughout
these systems, Mr. Grogan points out.

While the collection of the necessary data is a time consuming
process in itself, the relevant data must subsequently be
collated and cross-referenced with alternate sources and ledgers,
to ensure accuracy and consistency, Mr. Grogan adds.

Accordingly, in view of the size of the Debtors' businesses, the
number of Chapter 11 cases, the amount of information that must
be compiled and assembled, the location of the information, and
the significant amount of employee resources that must be devoted
to those tasks, the Debtors maintain that ample cause exists for
an extension of the deadline for the filing of their Schedules
and Statements.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
<http://www.fairpoint.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


FAIRPOINT COMMS: Wants Maine PUC to Comply With Stay Order
----------------------------------------------------------
FairPoint Communications Inc. and its units ask the Bankruptcy
Court to compel the State of Maine Public Utilities Commission to
stop its efforts to collect a prepetition debt and to comply with
the automatic stay and the Court's October 27, 2009 Order
Enforcing the Protections of Sections 362, 365 and 525 of the
Bankruptcy Code.

The Debtors' relationship with the Maine PUC stems from the
Debtors' merger with Northern New England Spinco Inc.  The
Debtors entered into stipulations in proceedings before the PUCs
in Maine, New Hampshire, and Vermont as part of obtaining the
regulatory approvals to effectuate the Merger.  Under
Administrative Orders, the Debtors were required to provide
services in accordance with certain quality measures and if they
failed to meet certain benchmarks under a Service Quality Index
or SQI, they must pay a penalty in the form of a rebate to
customers, according to Luc A. Despins, Esq., at Paul Hastings
Janofsky & Walker LLP, in New York.

The Maine PUC determined right after the Petition Date that the
Debtors' full rebate amount for the 2008-2009 SQI year was
$8,031,511 and that the rebate must be paid in 12 monthly
installments, beginning in December 2009, Mr. Despins relates.

The Debtors have made several requests for extension of the SQI
Penalty schedule deadline, Mr. Despins states.

However, Mr. Despins informs the Court, the Maine PUC ordered the
Debtors, on less than 24 hours' notice, on November 30, 2009, to
commence paying a prepetition penalty of over $8 million, in the
form of a $1.72 rebate per access line per month, for 12 months.
The Maine PUC further directed the Debtors to begin providing the
SQI Penalty to customers by December 1, 2009.

Mr. Despins argues that by imposing the November 30 Order, the
Maine PUC is in violation of the Bankruptcy Code and the Court's
Stay Order, which specifically stays, restrains and enjoins any
person from "collecting, assessing, or recovering a claim against
FairPoint that arose before the commencement of FairPoint's
Chapter 11 cases."

The Debtors assert that the Maine PUC is represented by competent
bankruptcy counsel and therefore, has been made fully aware of
the nature of the automatic stay and yet has taken action against
them with no attempt to reconcile its jurisdiction with that of
the Bankruptcy Court, with no regard to the impact of its actions
on the Chapter 11 cases.

Payment of the penalty required by the Maine PUC, Mr. Despins
says, threatens to impose on the Debtors' estates substantial
costs in violation of the automatic stay and the Stay Order.  The
Debtors are placed in the untenable position of either (i)
complying with the Nov. 30 Order in apparent violation of the
automatic stay, or (ii) failing to comply with the Nov. 30 Order
and risking significant financial penalties and other
potential adverse consequences that the Nov. 30 Order describes,
he notes.

Against this backdrop, the Debtors also ask the Court to direct
the Maine PUC that it should not levy any penalty against them
for failure to file a penalty schedule or implement the SQI
Penalty.

Mr. Despins notes that the Maine PUC may contend that 28 U.S.C.
Section 959 exempts its conduct from the automatic stay, which
provides that "trustees, receivers or managers of any property
may be sued, without leave of the court appointing them, with
respect to any of their acts or transactions in carrying on
business connected with such property."  He points out that the
Second Circuit, in particular, has concluded that Section 959(a)
does not authorize the prosecution of prepetition actions which
violate the automatic stay.

In a declaration submitted to the Court, Mr. Despins asserted
that the Debtors' Motion warrants immediate consideration as the
Debtors was scheduled to commence sending out bills to customers
in Maine December 3, 2009, and the Debtors will be unable to
determine whether it must comply with the Maine PUC's November 30
Order unless the Court rules on the Motion.

The Court has issued an interim ruling, directing that the Maine
PUC is enjoined from taking further action on the SQI rebates
until a final ruling is entered.  Upon agreement of the parties,
the hearing on the Motion to Comply has been adjourned to
January 12, 2010, at 10:00 a.m. Eastern Time.

                  Maine PUC's Official Statement

The Maine PUC issued a press release on December 1, 2009, of the
Rebate Order against FairPoint Communications, which states:

    On November 30, 2009, the Maine Public Utilities Commission
    unanimously ordered FairPoint to file a rate adjustment
    which includes a rebate for its Maine phone customers
    because it has failed to meet its required service quality
    indices for 2008-2009.  The Commission requires FairPoint,
    as part of its rate structure, to meet specific service
    quality performance standards.  If these measurements are
    not met, the Company must adjust its customer bills and send
    a rebate to customers.

    "We must protect Maine's phone customers who -- as a result
    of FairPoint's failure to meet its service quality
    benchmarks -- are now owed a rebate," said Commission Chair
    Sharon Reishus.  "We remind FairPoint that the Commission
    can impose additional penalties if our orders are ignored."

    Three times since October, FairPoint asked for delays of the
    ordered rate adjustment which included the required rebate;
    three times the Commission has denied these requests.
    Because FairPoint has not filed the required rate
    adjustment, the Commission used its authority to file the
    rate adjustment directly.  By [the November 30] order, the
    Commission directs FairPoint to send rebates of $1.72 per
    line per month for the 12-month period ending 12/1/10.

    Background on FairPoint's rate structure:  The Commission
    regulates FairPoint's rates through an Alternative Form of
    Regulation (AFOR) which is a method of incentive-based rate
    regulation.  The AFOR seeks to provide lower rates to
    customers by creating incentives designed to encourage
    management efficiency.  Under an AFOR, a utility is allowed
    to keep its profits from productivity or to lose money if it
    experiences sub-standard production.

    A central feature of current AFORs is a five-year period
    during which the utility may not seek to increase rates and
    the Commission may not require a rate decrease except
    related to service quality as in this current case.  The
    utility's service quality is tracked and measured against
    benchmarks for 14 different metrics.  Any rebate is based on
    the extent to which the utility's service quality has been
    worse than the established benchmarks.  An AFOR was
    established for New England Telephone (NET) with a service
    quality index (SQI) in 1994.  It was modified in 2001 when
    Verizon took over the NET network and again in 2008 when
    FairPoint purchased Verizon's network.

          Maine PUC Objects to Debtors' Motion to Comply

The Maine PUC complains that the Debtors seem to ask the
Bankruptcy Court to engage directly in rate-making for a public
utility and enter an order allowing the Debtors to charge rates
in excess of filed rates ordered by a public utilities
commission.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A.,
in Portland, Maine, clarifies that the lower rates that the
Debtors are now required to charge were not determined by the
Maine PUC's November 30 Order.  Contrary to the Debtors'
statements, the lower rates are determined automatically by the
rate-setting formula applicable to the Debtors when it fails to
meet various service quality criteria, as reflected in the SQI,
Mr. Keach maintains.

"The SQI is central to the alternative form of regulation
applicable to FairPoint and to which FairPoint agreed to be bound
when it acquired Verizon's business in Maine," Mr. Keach tells
the Court.

Mr. Keach relates further that the Maine PUC instructed the
Debtors to file a tariff sheet reflecting those lower rates by an
order more than a month ago and the Maine PUC denied the Debtors'
two requests for more time to file this single sheet of paper.
Only when the Debtors continued to be in contempt of prior
orders, he informs the Court, did the Maine PUC, on November 30,
enter an order filing the tariff sheets for the Debtors.

The Debtors' Motion to Compel is replete with errors of fact and
misstatements about the rate-making process to which the Debtors
are subject and the actual process that has occurred, Mr. Keach
argues.  In this light, the Maine PUC asks the Court to deny the
Debtors' request.

The MPUC's Rate-making Process is a purely regulatory activity
excepted from the automatic stay under Section 362(b)(4) and the
Filed Rate Doctrine, Mr. Keach avers.  By filing the Debtors'
amended rate schedules, the Maine PUC is merely exercising its
traditional police and regulatory powers to protect residential
and commercial ratepayers within its territory, he points out.
"Thus, the Debtors should not be allowed to use the Bankruptcy
Court to impair or interfere with the MPUC's jurisdiction over
rate-making, or to collaterally attack its actions."

Even if a preliminary injunction could be issue under Section
105(a) of the Bankruptcy Court, the Debtors have not demonstrated
that they will suffer irreparable injury if the injunction is not
granted and that there exists a probability of success on the
merits, Mr. Keach contends.

For one, the $8 million SQI rebate spread over the next 12 months
is a manageable obligation and not one that will burden the
Debtors' operations or reorganization efforts, Mr. Keach
maintains.  On the contrary, eroding the already tenuous
relationship between the Debtors and their customers by not
rebating the SQI amounts owed only harms the Debtors' ability to
emerge from restructuring as a healthy enterprise, he says.

In support of the Maine PUC's objection, Peter Ballou, a hearing
examiner at the Maine PUC, submitted a declaration to the Court
detailing the procedural history of proceedings relating to the
Debtors' 2008-2009 SQI Rebate.  Mr. Ballou avers that the Maine
PUC only exercised its statutory authority to file FairPoint's
reduced rate schedules, including the SQI rebates, on the
Company's behalf.  The rates, by their terms, are temporary in
nature because they expire on November 30, 2010, he adds.

                       Debtors Talk Back

Reacting to the objection lodged by the Maine PUC, the Debtors
inform the Court that they are standing by their argument to
compel the Maine PUC to comply with the Stay Order.

On behalf of the Debtors, Mr. Despins contends that the Maine PUC
failed to demonstrate that it is not subject to the automatic
stay or the Stay Order.  "The exception to the automatic stay
under Section 362(b)(4) of the Bankruptcy Code for a governmental
entity acting within its police or regulatory powers does not
apply to an attempt, like the attempt made by the Maine PUC, to
collect upon a prepetition money judgment," he says.

The SQI Penalty is a retroactive penalty that the Debtors are
being required to pay its customers for service issues in the
past, Mr. Despins relates.  The calculation of the SQI Penalty is
based on service quality performance during the period measured
against a number of service quality objectives.

The Maine PUC's objective to impose a retroactive penalty to
collect a prepetition claim for the benefit of Maine customers at
the expense of other creditors of the Debtors' estate is
prohibited by the Bankruptcy Code, Mr. Despins maintains.

Prior to the filing of the Debtors' reply, Mr. Despins informed
the Court through a letter that the Maine PUC has failed to
provide the Debtors with an intelligible set of documents which
in any way comply with the Federal Rules of Bankruptcy Procedures
and the Federal Rules of Civil Procedure.  The documents provided
by the Maine PUC, according to Mr. Despins, are "woefully
incomplete, riddled with errors and omissions, and wholly lacking
in practical use."

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
<http://www.fairpoint.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


FIRST REGIONAL: Receives Non-Compliance Notice From Nasdaq
----------------------------------------------------------
First Regional Bancorp reported it was contacted by the Nasdaq
Stock Market, on December 23, 2009, regarding its listing status
because the market value of the publicly held shares of the
company's common stock was below $5 million for 30 consecutive
business days and the company was therefore not in compliance with
Nasdaq Marketplace Rule 5450(b)(1)(C).  The notification has no
effect on the listing of the company's common stock at this time.

If, by March 23, 2010, the market value of the publicly held
shares of the company's common stock is at least $5 million for a
minimum of 10 consecutive business days, Nasdaq will provide the
company written confirmation that the company's shares will not be
delisted as a result of this rule.  If the company does not regain
compliance by March 23, 2010, Nasdaq will provide written
notification that the company's shares are subject to delisting.
At that time, the company may appeal Nasdaq's delisting
determination, and may submit a plan for regaining compliance with
the rule.  Alternatively, the company could apply to transfer its
common stock to The Nasdaq Capital Market (formerly the Nasdaq
SmallCap Market) prior to that date if it satisfies the
requirements for continued listing on that market. The company is
currently exploring a variety of approaches to address this
matter.

First Regional Bancorp (NASDAQ-GSM: FRGB) is a bank holding
company headquartered in Century City, California.  Its
subsidiary, First Regional Bank, specializes in providing
businesses and professionals with the management expertise of a
major bank and the personalized service of an independent.


FIRSTFED FINANCIAL: Files November 2009 Monthly Financial Data
--------------------------------------------------------------
FirstFed Financial Corp. filed with the Securities and Exchange
Commission a summary monthly financial data as of and for the
period ended November 30, 2009.

As of and for the period ended November 30, 2009, First Federal
Bank of California had cash and investment securities of
$312,386,000; total mortgage-backed securities of $0; and total
assets of $6,074,253,000.

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

              <http://ResearchArchives.com/t/s?4c56>http://ResearchArchives.com/t/s?4c56

                 About FirstFed Financial Corp.

Los Angeles, California-based FirstFed Financial Corp. (OTC-
FFED.PK) -- <http:///www.firstfedca.com/>http:///www.firstfedca.com/-- is a savings and loan
holding company.  The Company owns and operates First Federal Bank
of California, a federally chartered savings association.

At September 30, 2009, the Company had $6,150,613,000 in total
assets against $6,039,533,000 in total liabilities, resulting in
stockholders' equity of $111,080,000.

                          Going Concern

"The ability of the Company and the Bank to continue to meet all
of the requirements of the Amendments and the Orders will be
affected by market conditions in the economy and other
uncertainties.  Declining real estate values and rising
unemployment in the state of California could have a significant
impact on future losses incurred on loans.  In addition, there can
be no assurance in the current economic environment that the
Company will be able to raise capital to regain 'well capitalized'
status or to meet future regulatory requirements.  Due to these
conditions and events, substantial doubt exists in the Company's
ability to continue as a going concern," the Company said in its
Form 10-Q filing for the quarterly period ended September 30,
2009.

The Company noted that like its peers in the financial services
industry, it has experienced deterioration in the quality of its
loan portfolio since late 2007.  This deterioration has primarily
resulted from declining real estate values in California,
borrowers who have reached their maximum allowable negative
amortization recasting to higher payments they are unable to
afford and the worsening employment market.  These trends have
caused the level of the Company's non-performing assets to
increase significantly over the prior year, although the Company
expects to report a decrease in non-performing assets from the
second quarter of 2009.

The Company and the Bank operated under Amended Orders to Cease
and Desist issued by the Office of Thrift Supervision on May 28,
2009.  Under the terms of the Bank's Order, the Bank was required
to meet and thereafter maintain a minimum Tier 1 Core Capital
ratio of 7% and a minimum Total Risk- Based Capital ratio of 14%
by September 30, 2009.

The Bank failed to meet these required capital ratios, and, as
required by the Bank's Order, submitted to the OTS a contingency
plan to accomplish either a merger of the Bank with, or an
acquisition of the Bank by another federally insured institution
or holding company thereof or a voluntary liquidation of the Bank.  


FIRSTFED FINANCIAL: Officers Step Down After FDIC Takeover
----------------------------------------------------------
First Federal Bank of California, FSB, the wholly owned subsidiary
and principal asset of FirstFed Financial Corp., on December 18,
2009, was closed by the Office of Thrift Supervision and the
Federal Deposit Insurance Corporation was appointed as receiver of
the Bank.  On the same date, the FDIC transferred certain of the
assets and liabilities of the Bank to OneWest Bank, FSB.

As a result of the closure of the Bank and the FDIC assuming
control, as receiver, on December 19, 2009, each of James P.
Giraldin, the Company's President and Chief Operating Officer,
Douglas J. Goddard, the Company's Executive Vice President/Chief
Financial Officer and Brenda Battey, the Company's Senior Vice
President/Controller resigned as officers of the Company effective
immediately.  Mr. Giraldin remains a member of the Company's Board
of Directors.

As reported by the Troubled Company Reporter, Babette Heimbuch on
December 9, tendered her resignation as Chief Executive Officer
and as a member of the Board of Directors of the Company and the
Bank, effective December 31, and immediately ceased serving as
Chairman of the Board of Directors of the Company and the Bank.  
As a result of the closure of the Bank, Ms. Heimbuch has rescinded
her resignation in part and will remain as a director of the
Company and as the Company's Chief Executive Officer.  Prior to
his resignation, Mr. Giraldin had been appointed as the Company's
Chief Executive Officer effective January 1, 2010.  Ms. Heimbuch
has also been appointed as the Company's President to replace Mr.
Giraldin and Chief Financial Officer to replace Mr. Goddard.

Ms. Heimbuch, 61, has previously served as the Chairman of the
Company's Board of Directors from April 2002 to December 2009, and
as the Company's Chief Executive Officer since January 1997.  Ms.
Heimbuch was the Company's Chief Operating Officer from 1989 to
1997.  Ms. Heimbuch joined the Company and the Bank in 1982
initially as Senior Vice President, Chief Financial Officer.  She
was elected as a Director of the Bank in 1986 and as a director of
the Company in 1987.  Prior to joining the Company, Ms. Heimbuch
was employed by the accounting firm of KPMG LLP serving as the
Audit Manager assigned to the Company and the Bank.  Ms. Heimbuch
serves on the board of Scope Industries.

                 About FirstFed Financial Corp.

Los Angeles, California-based FirstFed Financial Corp. (OTC-
FFED.PK) -- <http:///www.firstfedca.com/>http:///www.firstfedca.com/-- is a savings and loan
holding company.  The Company owns and operates First Federal Bank
of California, a federally chartered savings association.

At September 30, 2009, the Company had $6,150,613,000 in total
assets against $6,039,533,000 in total liabilities, resulting in
stockholders' equity of $111,080,000.

                          Going Concern

"The ability of the Company and the Bank to continue to meet all
of the requirements of the Amendments and the Orders will be
affected by market conditions in the economy and other
uncertainties.  Declining real estate values and rising
unemployment in the state of California could have a significant
impact on future losses incurred on loans.  In addition, there can
be no assurance in the current economic environment that the
Company will be able to raise capital to regain 'well capitalized'
status or to meet future regulatory requirements.  Due to these
conditions and events, substantial doubt exists in the Company's
ability to continue as a going concern," the Company said in its
Form 10-Q filing for the quarterly period ended September 30,
2009.

The Company noted that like its peers in the financial services
industry, it has experienced deterioration in the quality of its
loan portfolio since late 2007.  This deterioration has primarily
resulted from declining real estate values in California,
borrowers who have reached their maximum allowable negative
amortization recasting to higher payments they are unable to
afford and the worsening employment market.  These trends have
caused the level of the Company's non-performing assets to
increase significantly over the prior year, although the Company
expects to report a decrease in non-performing assets from the
second quarter of 2009.

The Company and the Bank operated under Amended Orders to Cease
and Desist issued by the Office of Thrift Supervision on May 28,
2009.  Under the terms of the Bank's Order, the Bank was required
to meet and thereafter maintain a minimum Tier 1 Core Capital
ratio of 7% and a minimum Total Risk- Based Capital ratio of 14%
by September 30, 2009.

The Bank failed to meet these required capital ratios, and, as
required by the Bank's Order, submitted to the OTS a contingency
plan to accomplish either a merger of the Bank with, or an
acquisition of the Bank by another federally insured institution
or holding company thereof or a voluntary liquidation of the Bank.


FLYING J: Court OKs $103.5MM Sale of Subsidiaries to El Paso
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Flying J Inc. to vote the common stock it holds in non-debtor
Flying J Oil & Gas Inc. in favor of a sale of all or substantially
all assets of non-debtors FJOG, Big West Oil & Gas Inc. and Flat
Rock Gas LLC.

The Bankruptcy Court, however, approved the sale of the oil and
gas exploration and production subsidiaries to El Paso Corp.'s El
Paso E&P Company, L.P., and "denied" the sale to the original
buyer, Citation 2004 Investment Ltd.

According to a report by Bill Rochelle at Bloomberg News, Flying
J's counsel, Adam Paul, Esq., at Kirkland & Ellis LLP, said that
while Flying J did not intend to auction its non-bankrupt
subsidiaries, an "informal auction in the hallway" at the
courthouse was held.

El Paso offered to buy the assets for $103.5 million, topping the
$92 million first offered by Citation.  As a result, a deal with
El Paso was present to Court to replace the deal signed with
Citation.

After deducting the breakup fee and expenses, Robert Feinstein, a
lawyer for the creditors' committee, told Bloomberg that the
increased price brought a $5.75 million benefit to the estate,
plus the "elimination of possible downward price adjustments."

The Court's order provides that the APA between the Flying J
entities and Citation has been terminated by "mutual consent of
the parties", and Citation will receive a break-up fee and expense
reimbursement.

The subsidiaries have 200 wells and 70,000 acres under lease
mostly in Utah, Montana and Wyoming.

The sale is part of Flying J's overall strategy to sell non-core
assets prior to merger under a Chapter 11 plan with Knoxville,
Tennessee-based Pilot Travel Centers LLC.

                          About Flying J

Based in Ogden, Utah, Flying J Inc. -- <http://www.flyingj.com/>http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.

Magellan Midstream Partners LP was authorized by the Bankruptcy
Court in July to buy Flying J's Longhorn pipeline that runs 700
miles from Houston to El Paso, Texas.


FORD MOTOR: Settles Commercial Terms to Volvo's Sale to Geely
-------------------------------------------------------------
Ford Motor Company on Dec. 23 confirmed that all substantive
commercial terms relating to the potential sale of Volvo Car
Corporation have been settled between Ford and Zhejiang Geely
Holding Group Company Limited.

While some work still remains to be completed before signing --
including final documentation, financing and government approvals
-- Ford and Geely anticipate that a definitive sale agreement will
be signed in the first quarter of 2010, with closing of the sale
likely to occur in the second quarter 2010, subject to appropriate
regulatory approvals.

The prospective sale would ensure Volvo has the resources,
including the capital investment, necessary to further strengthen
the business and build its global franchise, while enabling Ford
to continue to focus on and implement its core ONE Ford strategy.

While Ford would continue to cooperate with Volvo Cars in several
areas after a possible sale, the company does not intend to retain
a shareholding in the business post-sale.

More details will be made available once the expected definitive
sale agreement is signed in the first quarter of 2010.

Keith Naughton, Ola Kinnander and Cathy Chan at Bloomberg News
report that person familiar with the talks has said Ford has made
progress to resolve issues such as protecting intellectual
property.

Bloomberg recalls Ford named Geely its preferred bidder for Volvo
on Oct. 28 after putting the Swedish automaker on the block a year
ago to finish unloading overseas luxury brands and focus on its
namesake division.  Bloomberg notes people familiar with the bid
have said Geely is offering about US$2 billion, less than one-
third what Ford paid for Volvo a decade ago.

Bloomberg relates two people familiar with the proposal have said
Geely is planning to build a Volvo factory in China after the
purchase.

                        About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
<http://www.ford.com/>http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

At September 30, 2009, the Company had US$203.106 billion in total
assets against US$210.376 billion in total liabilities.

On March 4, 2009, Ford deferred future interest payments on its
6.50% Junior Subordinated Convertible Debentures due January 15,
2032, beginning with the April 15, 2009 quarterly interest
payment.

                          *     *     *

As reported by the Troubled Company Reporter on November 4, 2009,
Moody's Investors Service upgraded the senior unsecured rating of
Ford Motor Credit Company LLC to B3 from Caa1.  This follows
Moody's upgrade of Ford Motor Company's corporate family rating to
B3 from Caa1, with a stable outlook.  Ford Credit's long-term
ratings remain on review for further possible upgrade.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.

Ford Motor Co. carries a long-term issuer default rating of 'CCC',
with a positive outlook, from Fitch Ratings.


FPL ENERGY: S&P Assigns Negative Outlook, Affirms 'BB-' Rating
--------------------------------------------------------------
Standard & Poor's Rating Services assigned a negative outlook and
affirmed its 'BB-' rating on FPL Energy National Wind Portfolio
LLC's (Wind Portfolio) $100 million senior secured bonds due 2019.   
     
"The negative outlook stems from the increased risk of higher
future operations and maintenance costs," said Standard & Poor's
credit analyst Grace Drinker.  "This, coupled with a low wind
resource, could put negative pressure on the cash available for
debt service going forward."      

"If financial performance improves to levels initially expected
for the project, S&P would likely revise the outlook to stable,"
Ms. Drinker said.      

Increased crane costs, volatility in the price of materials, and
increased labor costs due to the current undersupply of skilled
labor in the wind industry has led to a dramatic rise in
operations and maintenance costs during the past year.  The
negative pressure on cash flow could be compounded in a year when
the wind resource is low, leading to decreased revenues.   
     
Wind Portfolio repays debt from distributions it receives from FPL
Energy National Wind LLC, a project financing that generates cash
flow from a portfolio of nine U.S. wind projects totaling 533.6
megawatts.  These projects earn revenues from long-term offtaker
contracts with utilities and from the monetized value of federal
renewable energy production tax credits.


GENERAL MOTORS: New GM Leadership Changes to Hike Accountability
----------------------------------------------------------------
In a public statement dated December 4, 2009, General Motors
Company Chairman and Chief Executive Officer Ed Whitacre disclosed
key leadership changes to improve accountability and
responsibility for market performance in North America and around
the world.

"I want to give people more responsibility and authority deeper in
the organization and then hold them accountable, Mr. Whitacre
said.  "We've realigned our leadership duties and responsibilities
to help us meet our mission to design, build and sell the world's
best vehicles."

  * Mark Reuss is named president of GM North America.  Mr.
    Reuss was briefly vice president of Engineering after
    leading GM's Holden operations in Australia in 2008.
    Reporting to Mr. Reuss will be Susan E. Docherty, who is
    appointed vice president, Vehicle Sales, Service and
    Marketing operations.   Also aligned under the new North
    American group will be Diana D. Tremblay, who is named vice
    president, Manufacturing and Labor Relations.  Ms. Tremblay
    was most recently vice president of Labor Relations.  Denise
    C. Johnson is named vice president, Labor Relations.
    Ms. Johnson was most recently vehicle line director and
    chief engineer for Global Small Cars.

  * Nick Reilly is named president, GM Europe.  Mr. Reilly has
    been leading the restructuring efforts in Europe with the
    Opel/Vauxhall operations and will leave his role leading GM
    International Operations.

  * Tim Lee is named president of GM International Operations,
    overseeing GM's Asia-Pacific, Latin America, Africa, and
    Middle East operations.  Ms. Lee was most recently group
    vice president, Manufacturing and Labor Relations.

  * Bob Lutz remains vice chairman and will act as advisor on
    design and global product development.

  * Thomas G. Stephens remains vice chairman of Global Product
    Operations, and will now take on global purchasing in his
    organization, which will continue to be lead by Robert E.
    Socia, vice president, Global Purchasing and Supply Chain.
    Karl-Friedrich Stracke is appointed vice president,
    Engineering, reporting to Mr. Stephens.  Mr. Stracke was
    most recently executive director of Engineering.

  * J. Christopher Preuss, vice president, Communications, will
    now report to Mr. Whitacre; he previously reported to Lutz.

The balance of the direct report staff remains unchanged and
includes CFO Ray G. Young; John F. Smith, vice president Corporate
Planning and Alliances; Terry Kline, vice president IS&S; Mary T.
Barra, vice president Human Resources; Mike Millikin, vice
president of Legal; and Ken W. Cole, vice president Government
Relations and Public Policy.

In another public statement dated December 8, 2009, GM North
America President Mark Reuss said that GM needs to sell every
vehicle it can, customer by customer, dealer by dealer in Canada
and Mexico.  Susan Docherty, vice president of sales, service and
marketing, added that while Old GM tended to buy market share, New
GM however is going to earn its market share.

In related news, GM Vice Chairman Mr. Lutz said in a December 11,
2009 interview that he is fine with his new role in GM, Bloomberg
reported on December 14, 2009.  Mr. Lutz will now report to Mr.
Whitacre and out of Monday-morning strategy meetings with Mr.
Whitacre and ensures that Mr. Whitacre must ensure that the
interim CEO's wishes get carried out, Bloomberg added.

                    More Management Changes

Meanwhile, Ray G. Young has been named vice president,
International Operations, reporting to Tim Lee, president of GM
International Operations, effective February 1, 2009.  Mr. Young
will continue to serve as CFO of GM until a replacement is named,
according to a GM statement dated December 14, 2009.

Moreover, Michael D. Richards also resigned from his post as chief
of Buick on December 10, 2009.  Mr. Richards who was hired on
December 1, 2009, was to replace Susan Docherty who was recently
promoted as vice president of sales, service and marketing.

Brent Drewer also resigned as chief of Chevrolet and will be
replaced by James M. Campbell, Bloomberg News reported on
December 10, 2009.

More importantly, Mr. Whitacre is expected to report to GM's board
of directors regarding the search for GM's new chief executive
officer sometime next month, Reuters disclosed on December 9,
2009, citing a source privy to the matter.

GM has tasked Spencer Stuart to find a permanent chief executive
in a process that will consider candidates outside of the auto
industry, Reuters explained.

                     About General Motors

General Motors Company -- <http://www.gm.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: New GM to Invest $336MM to Build Electric Cars
--------------------------------------------------------------
General Motors Co. says it will invest $336 million for the
production of new rechargeable electric cars called the Volt, in
an existing Michigan plant located between the border of Detroit
and the tiny enclave of Hamtramck, the Canadian Press reported
December 7, 2009.  GM further discloses that the electric cars are
expected to make their way in showrooms by November 2010, the
report said.

                     About General Motors

General Motors Company -- <http://www.gm.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: SAAB Sells Certain Assets to BAIC; Sales Talk On
----------------------------------------------------------------
General Motors Company's Swedish unit Saab Automobile AB closed
its sale of Saab 9-3, current 9-5 and powertrain technology and
tooling to Beijing Automotive Industry Holdings Co. Ltd, according
to a public statement dated December 14, 2009.
Saab will assist BAIC to integrate this technology into future
BAIC vehicles.

However, the sale of Saab as a whole enterprise remains under
negotiations, Reuters reported on December 14, 2009, citing a Saab
spokesperson.  The deal with BAIC helps the "financing of the new
Saab" but in no way does it "compromises the sale of Saab to a new
owner," the Saab spokesperson told Reuters.

Spyker Cars NV is still in talks to acquire Saab, Spyker CEO
Victor Muller confirmed to Reuters.  Mr. Muller further noted that
the BAIC deal served as "good news" for Spyker as the assets sold
to BAIC are equipment for old Saab models, Reuters added.

GM CEO Ed Whitacre confirmed that it is continuing talks with
Spyker for Saab, Bloomberg News reported on December 15, 2009.

Spyker has become the lead bidder of Saab assets following talks
with GM held over the weekend, Bloomberg said, citing people privy
to the talks.

On Spyker's behalf, Executive Victor Muller told Dow Jones
Newswires that he cannot confirm whether Spyker is the only
potential buyer for Saab but it is unlikely that there are other
potential buyers left, Dow Jones Newswires disclosed on
December 15, 2009.

Moreover, Swedish State Secretary Joran Hagglund said that GM is
working to complete a deal for Saab before a December 31, 2009
deadline, Dow Jones added.

                     About General Motors

General Motors Company -- <http://www.gm.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


GENERATION BRANDS: Gets Court OK of $20MM DIP Financing Agreement
-----------------------------------------------------------------
Generation Brands said it has received final approval from the
Bankruptcy Court of its $20 million debtor-in-possession financing
agreement to continue purchasing goods and services, pay employee
salaries and benefits and fund ongoing operations and other
working capital needs during its voluntary restructuring process.

"We are gratified by the confidence our lenders and other
stakeholders have in our company, our business plan, and our
future," said President and Chief Executive Officer T. Tracy
Bilbrough.  "The final approval of the DIP facility ensures that
we will continue to have more than adequate financial resources to
fund our vendor and employee obligations, and other operating
requirements as Generation Brands completes its debt restructuring
in the weeks ahead."

The Court will hold a hearing to consider confirmation of the
proposed pre-packaged plan of reorganization on January 15, 2010.
If the plan is approved at the hearing, the Company expects to
emerge from bankruptcy by the end of January.

Mr. Bilbrough added, "We are greatly encouraged by the continued
support of our many trade partners that continue to supply us on
normal terms, as well as the strong support of our employees,
customers, and lenders as we complete this debt restructuring."

The DIP lenders have committed a $20,000,000 senior secured,
superpriority debtor-in-possession financing facility, including a
$5,000,000 letter of credit facility.

The Debtors propose to secure their obligations under the DIP
Facility by, among other things, granting to the DIP Agent for the
benefit of the DIP Secured Parties, senior, priming and/or junior
liens on all of the Debtors' prepetition and post-petition assets
and property, with certain exceptions.

The DIP Credit Agreement and the Final Order also provide the
proposed lenders under the DIP Facility with allowed superpriority
administrative expense claims.

Eric Michael Sutty, Esq., at Fox Rothschild LLP, the attorney for
the Debtors, explains that the Debtors need the money to
permanently reduce and repay the Pre-Petition Revolving Loans then
outstanding.  The remaining proceeds will be used to fund the
Chapter 11 Cases, to pay fees and expenses associated with the DIP
Facility, and for working capital and other corporate purposes of
the Debtors.

The DIP facility will mature 90 days after the date on which the
initial extensions of credit under the DIP Facility are made.

Each Eurodollar Loan will bear interest for each day during each
Interest Period with respect thereto at a rate per annum equal to
the Eurodollar Rate determined for such day plus 5.25%.  Each Base
Rate Loan will bear interest at a rate per annum equal to the
Base Rate plus 4.25%.  In the event of default, the Debtors will
pay an additional 2.00% default interest per annum.

In exchange for the DIP facility, the Debtor must grant the
Lenders:

     (a) First Lien on Unencumbered Property;
     (b)  Liens Priming Pre-Petition Secured Parties' Liens;
     (c) Liens Junior to Certain Other Liens; and
     (d) Liens Senior to Certain Other Liens.

The DIP lien is subject to a carve-out of up to $500,000 plus the
amount of unpaid professional fees and expenses incurred by the
Debtors.

The Debtors covenant with the lenders that they won't:

     (a) as of the last Business Day of any calendar week during
         which Total Liquidity is equal to or less than
         $12,500,000, suffer or permit:

        (i) cumulative Operating Cash Receipts of the Debtors to
            be less than 80% of the minimum cumulative Operating
            Cash Receipts budgeted for the period as set forth in
            the Approved Budget;

       (ii) cumulative Operating Disbursements of the Debtors to
            exceed 115% of the maximum cumulative Operating
            Disbursements budgeted for the period as set forth in
            the Approved Budget;

      (iii) cumulative Financial Disbursements of the Debtors, to
            exceed the maximum cumulative Financial Disbursements
            budgeted for the period as set forth in the Approved
            Budget.

     (b) suffer or permit the maximum cumulative Professional
         Fee Disbursements of the Debtors and its Subsidiaries to
         exceed $6,000,000; and

     (c) at any time, suffer or permit Total Liquidity to be less
         than $8,000,000.

The Debtors are required to pay a host of fees to the
Administrative Agent, including a commitment pay for the period
from the Filing Date to the last day of the Revolving Commitment
Period, computed at the Commitment Fee Rate on the average daily
amount of the Available Revolving Commitment of the Lenders during
the period for which payment is made, payable in arrears on the
last day of each month and on the Revolving Termination Date,
commencing on the first of the dates to occur after the date of
the DIP Credit Agreement.

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

    <http://bankrupt.com/misc/QHB_HOLDINGS_dip_credit_pact.pdf>http://bankrupt.com/misc/QHB_HOLDINGS_dip_credit_pact.pdf

                      About Generation Brands

Generation Brands is one of America's leading companies serving
the lighting, electrical wholesale, home improvement, home decor,
and building industries.  The Company has an outstanding portfolio
of fashionable and functional lighting fixtures, ceiling fans, and
decorative products that provide value and growth for its
customers and end-users.

Generation Brands Holdings, Inc., Quality Home Brands Holdings LLC
and other affiliates filed for bankruptcy protection on
December 4, 2009 (Bankr. D. Del. Case No. 09-14312). QHB Holdings
listed $500,000,001 to $1,000,000,000 in assets and $500,000,001
to $1,000,000,000 in liabilities.

The Company was advised in connection with its pre-packaged
Chapter 11 financial reorganization by White & Case LLP and
Barclays Capital.  Fox Rothschild LLP also serves as counsel.


GOLDSPRING INC: Obtains $4,500,000 Loan From Winfield, et al.
-------------------------------------------------------------
Goldspring, Inc., on December 10, 2009, entered into a Loan
Agreement with certain accredited investors including John
Winfield and affiliates pursuant to which investors have agreed to
loan the Company $4,500,000 in six tranches of $750,000 each no
later than May 2010 through issuance of a series of secured notes.

The lenders are:

                                        Principal
                                        Amount of
     Lenders                            Loans
     -------                            ---------
     John V. Winfield                    $125,000
     The Intergroup Corporation           $50,000
     Portsmouth Square, Inc.              $50,000
     Santa Fe Financial Corp.             $25,000
     Kenneth Rickel                      $250,000
     JAG Multi Investments LLC            $83,334
     Goren Brothers LP                    $83,333
     Goren Cousins LLC                    $83,333
                                        ---------
     TOTAL                               $750,000

The Notes bear interest at the rate of 8% per annum, and interest
is payable biannually in cash or Common Stock at each investor's
option, with stock payment at 85% of market price.  The term of
the Notes is three years from the date of issuance, and the Notes
are convertible into Company common stock, at a conversion price
of the lower of 85% of market price or $0.01 per share.  The Notes
are secured by a lien on all of the Company's assets.

In connection with each loan made, the Company will also issue
warrants equal to 50% of the amount of the Notes, with an exercise
price of $0.0175 per share and a term of three years.

A full-text copy of the loan agreement is available at no charge
at <http://ResearchArchives.com/t/s?4c3b>http://ResearchArchives.com/t/s?4c3b

                           Going Concern

At September 30, 2009, the Company had total assets of $3,426,639
against total liabilities of $34,071,574, resulting in
stockholders' deficiency of $30,644,935.

The Company has year end losses from operations and had no
revenues from operations during the nine month ended September 30,
2009.  Further, the Company has inadequate working capital to
maintain or develop its operations, and is dependent upon funds
from private investors and the support of certain stockholders.

According to Goldspring, these factors raise substantial doubt
about the ability of the Company to continue as a going concern.

Management is proposing to raise any necessary additional funds
through sale of royalties, loans, additional sales of its common
stock or strategic joint venture arrangements.  There is no
assurance that the Company will be successful in raising
additional capital especially given the current general economic
conditions domestically and abroad.

                       About Goldspring Inc.

Based in Virginia City, Nevada, Goldspring, Inc., is a North
American precious metals mining company with an operating gold and
silver test mine in northern Nevada.


GRAHAM PACKAGING: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which , Graham Packaging
Holdings Company is a borrower traded in the secondary market at
98.02 cents-on-the-dollar during the week ended Thursday, Dec. 24,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.00 percentage points from the previous week, The Journal
relates.  Graham Packaging pays interest at 200 points above
LIBOR. The bank loan matures on Sept. 30, 2011. The bank loan
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 173 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Thursday.

As reported by the Troubled Company Reporter on Nov. 9, 2009,
Graham Packaging Holdings Company's consolidated balance sheets at
Sept. 30, 2009, showed $2.067 billion in total assets and
$2.937 billion in total liabilities, resulting in a $869.6 million
partners' deficit.

The Company reported net income of $12.8 million on net sales of
$588.8 million for the three months ended Sept. 30, 2009, compared
with net income of $5.7 million on net sales of $659.1 million in
the same period in the prior year.

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- <http://www.grahampackaging.com/>http://www.grahampackaging.com/-- the parent company  
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.


GRAPHIC PACKAGING: Bank Debt Trades at 4.28% Off
------------------------------------------------
Participations in a syndicated loan under which Graphic Packaging
International is a borrower traded in the secondary market at
95.72cents-on-the-dollar during the week ended Dec. 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.66
percentage points from the previous week, The Journal relates.  
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 16, 2014, and carries
Moody's Ba3 rating and Standard & Poor's BB rating.  The debt is
one of the biggest gainers and losers among 173 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Thursday.

Headquartered in Marietta, Georgia, Graphic Packaging Corporation
(NYSE:GPK) -- <http://www.graphicpackaging.com/>http://www.graphicpackaging.com/-- provides  
paperboard packaging solutions for a variety of products to
multinational and other consumer products companies.  The company
provides its customers paperboard, cartons and packaging machines,
either as an integrated solution or separately.  Its packaging
products are made from a variety of grades of paperboard.  GPC
manufactures its packaging products from coated unbleached kraft
paperboard and coated recycled paperboard that it produces at its
mills, and a portion from paperboard purchased from external
sources.  The company operates in four geographic areas: the
United States, Central and South America (Brazil), Europe and
Asia- Pacific.   GPC conducts its business in two segments,
paperboard packaging and containerboard/other.

As reported by the Troubled Company Reporter-Latin America on
March 14, 2008, Graphic Packaging Holding Company completed its
combination of Graphic Packaging Corporation and Altivity
Packaging LLC.  The combination of Graphic Packaging and Altivity
created a company with pro-forma 2007 revenues of over
US$4.4 billion and pro-forma 2007 adjusted EBITDA of approximately
US$553 million.

Headquartered in Carol Stream, Illinois, Altivity Packaging --
<http://www.altivity.com>http://www.altivity.com-- produces various products such as  
folding cartons, bag and plastic packaging, and decorative
laminations.  Altivity Packaging also provides gift boxes for
department stores and other retail venues, as well contract
packaging services and inks and coatings.  The company, which
operates about 60 manufacturing plants across the US, serves the
food, medical, and electronic industries, among others.  In 2006
Altivity Packaging was established after TPG Capital's purchase of
Smurfit-Stone Container's consumer packaging unit.

                          *     *     *

As reported by the Troubled Company Reporter on March 24, 2008,
Moody's affirmed Graphic Packaging International Inc.'s B1
corporate family rating, B3 subordinated notes, and SGL-3
speculative grade liquidity rating (indicating adequate liquidity)
following the announcement of the completed combination of its
operations with Altivity Packaging, LLC.  Moody's also assigned a
Ba3 rating to the company's new $1.2 billion term loan C due 2014.

The existing ratings have been downgraded on both the secured bank
facilities, to Ba3 from Ba2, and the senior unsecured notes, to B3
from B2, due to the revised capital structure.  The additional
amounts of senior secured debt move the ratings of this debt
toward the B1 corporate family rating while the senior unsecured
notes are lowered by one notch.  The outlook remains negative.  
Proceeds from the transaction will be used to pay off Altivity's
existing debt, thus Altivity's ratings have been withdrawn.


GREAT SMOKY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Great Smoky Mountains Enterprises, LLC
          dba GSM Enterprises
        PO Box 10388
        Knoxville, TN 37939

Bankruptcy Case No.: 09-53448

Chapter 11 Petition Date: December 21, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Richard C. Kennedy, Esq.
                  Kennedy, Fulton & Koontz
                  320 N. Holtzclaw Avenue
                  Chattanooga, TN 37404
                  Tel: (423) 622-4535
                  Email: rkennedy@kkflawfirm.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

             <http://bankrupt.com/misc/tneb09-53448.pdf>http://bankrupt.com/misc/tneb09-53448.pdf

The petition was signed by S. Burch, managing member of the
company.


GREDE FOUNDRIES: Revstone Acquires Assets and Keeps Employees
-------------------------------------------------------------
According to Michigan Live LLC, Revstone Industries acquired the
assets of Grede Foundries, and all of Grede's manufacturing
employees were urged to reapply for their position.

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
<http://www.grede.com/>http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company filed for Chapter 11 on June 30, 2009 (Bankr. W.D.
Wisc. Case No. 09-14337).  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor in its restructuring efforts.
The Debtor selected Conway Del Genio Gries & Co. as restructuring
advisor; Leverson & Metz S.C. as special counsel; and Kurtzman
Carson Consultants LLC as claims agent.  The Debtor listed total
assets of $143,983,000 and total debts of $148,243,000


GRUBB & ELLIS: AGA U.S. Realty Fund Pays Dividend
-------------------------------------------------
Grubb & Ellis Alesco Global Advisors on December 23 said Grubb &
Ellis AGA U.S. Realty Fund (Nasdaq: GBEUX) paid a dividend of
$1.41 per share, which includes $0.17 in ordinary income and $1.24
in capital gains, on December 18 to shareholders of record as of
December 17.

Grubb & Ellis AGA U.S. Realty Fund is managed by an experienced
portfolio team with public and private market real estate
experience, as well as long-standing industry relationships. The
fund is distributed by Quasar Distributors, LLC.

Grubb & Ellis Alesco Global Advisors is a subsidiary of Grubb &
Ellis Company (NYSE: GBE), one of the largest commercial real
estate services and investment management firms.  This
relationship affords them access to a nationwide network of real
estate brokers and researchers, providing market insights and
understanding on virtually every real estate market and product
type in the country.

As reported by the Troubled Company Reporter, Grubb & Ellis on
October 1, 2009, obtained an amendment to its senior secured
revolving credit facility which, among other things, modifies and
provides the Company an extension from September 30, 2009, to
November 30, 2009, to (i) effect its recapitalization plan and in
connection therewith to effect a prepayment of at least 72% of the
Revolving Credit A Advances, and (ii) sell four commercial
properties, including the two real estate assets that the Company
had previously acquired on behalf of Grubb & Ellis Realty
Advisors, Inc.

                   About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Santa
Ana, California-based Grubb & Ellis Company (NYSE: GBE) --
<http://www.grubb-ellis.com/>http://www.grubb-ellis.com/-- claims to be one of the largest and
most respected commercial real estate services and investment
companies in the world.  Its 6,000 professionals in more than 130
company- owned and affiliate offices draw from a unique platform
of real estate services, practice groups and investment products
to deliver comprehensive, integrated solutions to real estate
owners, tenants and investors.

Grubb & Ellis Company reported an upside-down balance sheet at
September 30, 2009.  The Company had total assets of $342,178,000
against total liabilities of $357,948,000 at September 30.  The
Company said stockholders' deficit attributable to Grubb & Ellis
was $16,410,000; non-controlling interests were $640,000; and
total deficit was $15,770,000 at September 30.


HARRAH'S OPERATING: Bank Debt Trades at 1% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Company, Inc., is a borrower traded in the secondary market at
99.00 cents-on-the-dollar during the week ended Dec. 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.88
percentage points from the previous week, The Journal relates.  
The Company pays 750 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 23, 2016, and carries
Moody's Caa1 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 173 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Thursday.

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
<http://www.harrahs.com/>http://www.harrahs.com/-- through its wholly owned subsidiary,  
Harrah's Operating Company, Inc., 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.

Harrah's Entertainment carries a 'Caa3' Corporate Family rating,
and a 'Caa3' Probability of default rating from Moody's.  The
ratings "reflect very high leverage and a negative outlook for
gaming demand over the next year," Moody's said in September 2009.


HAWKEYE RENEWABLES: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hawkeye Renewables, LLC
          dba Iowa Falls Ethanol Plant, LLC
        P.O. Box 2523
        224 S. Bell Avenue
        Ames, IA 50010

Bankruptcy Case No.: 09-14461

Chapter 11 Petition Date: December 21, 2009

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

Judge: Kevin J. Carey

Debtors' Counsel: L. Katherine Good, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: good@rlf.com

                  Mark D. Collins, Esq.
                  Richards Layton & Finger
                  One Rodney Square
                  PO Box 551
                  Wilmington, DE 19899
                  Tel: (302) 6517531
                  Fax: (302) 651-7701
                  Email: collins@rlf.com

Debtors' Financial Advisor: Blackstone Advisory Partners, LP

Debtors' Claims agent: Epiq Bankruptcy Solutions, LLC

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

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

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/deb09-14461.pdf>http://bankrupt.com/misc/deb09-14461.pdf

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
US Energy Services         Trade Debt             $892,928

UBE-VSE Corporate          Trade Debt             $584,300

Hardin County Treasurer    Government Claim       $467,464

Norfolk Southern Railway   Trade Debt             $463,051
Company

Iowa Northern Railway      Trade Debt             $380,251
Company

Union Pacific Railroad     Trade Debt             $170,816

Novozymes North America,   Trade Debt             $145,044
Inc.

CSX Transportation, Inc.   Trade Debt             $128,669

GE Railcar Services Corp.  Trade Debt             $91,358

Trinity Industries Leasing Trade Debt             $64,265
Company

Iowa Department of         Government Claim       $28,332
Agriculture

Internal Revenue Service   Government Claim       $24,183

Lallemand Ethanol          Trade Debt             $23,649
Technology

Sanders Products, Inc.     Trade Debt             $22,814

Canada Pacific Railway     Trade Debt             $21,687

Fayette County Treasurer   Government Claim       $20,000

Buchanan County Treasurer  Government Claim       $20,000

Story County Treasurer     Government Claim       $18,000

ARI Environmental, Inc.    Trade Debt             $16,700

Farmers Cooperative        Trade Debt             $14,531

Crown Solutions Inc.       Trade Debt             $12,647

Hawkins Water Treatment    Trade Debt             $9,730

GS Robins & Company        Trade Debt             $9,578

Treasurer, State of Iowa   Government Claim       $9,500

PHIBROCHEM                 Trade Debt             $9,500

Johnson Controls, Inc.     Trade Debt             $7,776

Shimadzu Scientific        Trade Debt             $7,747
Instruments, Inc.

Citicards                  Trade Debt             $7,500

UNIVAR USA, Inc.           Trade Debt             $6,180

K.A. Steel Chemicals, Inc. Trade Debt             $5,792

The petition was signed by Timothy B. Callahan, chief financial
officer and secretary of the Company.


HAYES LEMMERZ: S&P Assigns 'B-' Corporate to Emerged Company
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Northville, Michigan-based Hayes Lemmerz
International Inc. following the automotive and truck wheel
manufacturer's emergence from Chapter 11 bankruptcy protection.  
S&P also assigned a 'B-' rating (equal to the corporate credit
rating) and a '3' recovery rating (indicating a meaningful [50%-
70%] expectation of recovery in a payment default scenario) to the
$200 million senior secured term loan borrowed by subsidiaries HLI
Operating Co. Inc. and Hayes Lemmerz Finance LLC-Luxembourg
S.C.A., and guaranteed by Hayes.
     
The ratings reflect what S&P considers to be Hayes' highly
leveraged financial risk profile and vulnerable business risk
profile, following its emergence from bankruptcy.
     
"Although the company reduced debt by about two-thirds during the
bankruptcy process, in S&P's opinion, thin liquidity is
constraining the company's financial risk profile," said Standard
& Poor's credit analyst Gregg Lemos Stein.
     
S&P's ratings incorporate its assumption that sales may decline in
Europe in 2010 and improve only moderately in the U.S. S&P could
lower the ratings if S&P believed that Hayes' free operating cash
flow would be negative $65 million or greater in fiscal 2010, as
S&P believes this would increase the risk of liquidity reaching
dangerously low levels by the end of 2011.  According to S&P's
assumptions, this level of cash usage could occur if Hayes' EBITDA
margin remains below 5% in fiscal 2010, or if revenues drop
suddenly because of another decline in automotive production.  S&P
could also lower the ratings if S&P believed Hayes may not remain
in compliance with its financial covenants.
     
S&P could raise the ratings if Hayes generates positive free
operating cash flow in fiscal 2010, enabling it to bolster
liquidity from current levels.  Given S&P's current business risk
assessment, S&P would likely limit any ratings upgrade, resulting
solely from liquidity improvement, to one notch.


HEALTHSOUTH CORP: Bank Debt Trades at 5.5% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which HealthSouth
Corporation is a borrower traded in the secondary market at 94.50
cents-on-the-dollar during the week ended Dec. 24, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.50 percentage
points from the previous week, The Journal relates.  The Company
pays 225 basis points above LIBOR to borrow under the facility.  
The bank loan matures on March 10, 2013, and carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among 173 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Thursday.

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

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


HELLER EHRMAN: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Heller Ehrman, LLP, filed with the U.S. Bankruptcy Court for the
Northern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $139,908,580
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $13,547,159
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $29,574,241
                                 -----------      -----------
        TOTAL                   $139,908,580      $43,121,400

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- <http://www.hewm.com/>http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed assets and debts between $50 million
and $100 million each in its bankruptcy petition.  According to
reports, the firm still has roughly $63 million in assets and 54
employees at the time of its filing.


HERBST GAMING: Set to Reopen Buffalo Bill's Following Maintenance
-----------------------------------------------------------------
According to KXNT.com, Herbst Gaming said that Buffalo Bill's
hotel-casino in Primm is reopening after two weeks of maintenance
was completed.  The work on the casino was done as the Company is
completing its restructuring under Chapter 11 bankruptcy.

Headquartered in Reno, Nevada, Herbst Gaming, Inc. --
<http://www.herbstgaming.com/>http://www.herbstgaming.com/-- is a diversified gaming company.    
The Company and its subsidiaries focus on two business lines, slot
route operations and casino operations.  The Company's route
operations involves the exclusive installation and, as of Sept.
30, 2009, operation of approximately 6,300 slot machines in non-
casino locations, such as grocery stores, drug stores, convenience
stores, bars and restaurants.  The casino operations consist of 16
casinos located in Nevada, Iowa and Missouri.

The Company and 17 of its affiliates filed for Chapter 11
protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.


HERCULES CHEMICAL: Bankruptcy Court Confirms Plan
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Bankruptcy
Court for the District of New Jersey has confirmed a
reorganization plan for Hercules Chemical Co.  The Plan will now
be presented to the U.S. District Court.  The Plan needs approval
from the District Court because it involves asbestos claims.

The Chapter 11 plan is designed to rid the Company of present and
future asbestos personal injury claims.  The Plan will create a
trust to pay all asbestos claims.  Unsecured creditors with an
estimated $1.8 million in claims are to split $720,000, resulting
to a recovery of about 40%.  The employee stock ownership plan
trust is to remain the company's owner.

Wachovia Bank will provide $2 million line of creditors to the
company and a $2.1 million term loan to help it exit from
bankruptcy.

Hercules Chemical Co., Inc., filed for Chapter 11 bankruptcy
protection on September 18, 2008, with the U.S. Bankruptcy Court
for the District of New Jersey (Case No. 08-27822), blaming the
costs of asbestos-related lawsuits.  The asbestos suits arose from
a furnace cement product made between 1939 and 1983.

The Debtor first filed for bankruptcy on August 22, 2008, before
the U.S. Bankruptcy Court for the Western District of Pennsylvania
(Case No. 08-25553)) but the case was transferred to New Jersey,
where it is incorporated.

Gregory L. Taddonio, Esq., and Paul M. Singer, Esq., at Reed
Smith LLP, represent the Debtor.  Meyer, Unkovic & Scott LLP
represents the Debtor's Future Asbestos Personal Injury
Claimants.  When the Debtor filed for protection from its
creditors, it listed assets and debts between $10 million and
$50 million.


HERCULES CHEMICAL: To Create Fund for Asbestos Claims Under Plan
----------------------------------------------------------------
Hugh R. Morley at NewJersey.com reports that the Hon. Morris Stern
of the U.S. Bankruptcy Court in Newark backed Hercules Chemical
Co. Inc.'s reorganizational plan that would create trust fund to
handle all present and future asbestos claims, and pay
$2.4 million to start the fund and $3 million for legal fees.

Wachovia Bank will provide $2 million line of creditors to the
company and a $2.1 million term loan to help it exit from
bankruptcy, Mr. Morley citing papers filed with the Court.

Hercules Chemical Co., Inc., filed for Chapter 11 bankruptcy
protection on September 18, 2008, with the U.S. Bankruptcy Court
for the District of New Jersey (Case No. 08-27822), blaming the
costs of asbestos-related lawsuits.  The asbestos suits arose from
a furnace cement product made between 1939 and 1983.

The Debtor first filed for bankruptcy on August 22, 2008, in the
U.S. Bankruptcy Court for the Western District of Pennsylvania
(Case No. 08-25553) but the case was transferred to New Jersey,
where it is incorporated.

Gregory L. Taddonio, Esq., and Paul M. Singer, Esq., at Reed
Smith LLP, represent the Debtor.  Meyer, Unkovic & Scott LLP
represents the Debtor's Future Asbestos Personal Injury
Claimants.  When the Debtor filed for protection from its
creditors, it listed assets and debts between $10 million and
$50 million.


HILLCREST VALERO: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Hillcrest Valero, LLC
          dba Hillcrest Valero
        264 San Rey Place
        Danville, CA 94526

Bankruptcy Case No.: 09-72158

Debtor-affiliates filing separate Chapter 11 petitions September
19, 2009:

        Entity                                     Case No.
        ------                                     --------
Frank M. Hann                                      09-48727
Ricky A. Branchini                                 09-48730

Chapter 11 Petition Date: December 21, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Gregory A. Rougeau, Esq.
                  Law Offices of Manasian and Rougeau
                  400 Montgomery St. #1000
                  San Francisco, CA 94104
                  Tel: (415) 291-8425
                  Email: rougeau@mrlawsf.com

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

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

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

The petition was signed by Ricky A. Branchini, managing member of
the Company.


HOLDER HOSPITALITY: Mortgage Holder Buys Silver Club for $2.5 Mil.
------------------------------------------------------------------
According to RGJ.com, Silver Club Casino owned by Holder
Hospitality Group was sold to its mortgage holder for $2.5 million
at a foreclosure auction in Washoe County Court House in Reno.

The Holder Hospitality Group, LLC, owns and operates hotels and
casinos that offer hospitality, lodging, entertainment, and
recreations services.  The Company's properties include Silver
Club Hotel and Casino, Charlie Holder's Casino Restaurant and Bar,
El Capitan Resort Casino, Sharkey's Casino, Truck Inn, Sundance
Casino, and Model T Hotel Casino & RV Park.  The Holder
Hospitality was incorporated in 1992 and is based in Sparks,
Nevada.


HYPERMED: Files for Bankruptcy and Stops Operations
---------------------------------------------------
According to Xconomy, HyerMed filed for Chapter 11 bankruptcy in
Massachusetts District Court and ceased operations.  The Company
had $1.1 million in assets and $2.4 million in debts.

Based in Burlington, Massachusetts, HyperMed sells a device that
used hyperspectra imaging technology to diagnose tissue damage in
diabetic foot ulcers.


IDEARC INC: Bank Debt Trades at 48.25% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Idearc, Inc., is a
borrower traded in the secondary market at 51.75 cents-on-the-
dollar during the week ended Dec. 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.54 percentage points
from the previous week, The Journal relates.  The loan matures on
Nov. 17, 2014.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating while
Standard & Poor's has assigned a default rating on the bank debt.  
The debt is one of the biggest gainers and losers among 173 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Thursday.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
<http://www.idearc.com/>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.


IMPERIAL CAPITAL: Holding Company Now in Chapter 11
---------------------------------------------------
Imperial Capital Bancorp filed for Chapter 11 protection (Bankr.
S.D. Calif. Case No. 09-19431) after its banking unit was seized
by regulators.

Imperial Capital Bancorp filed for Chapter 11 on Dec. 18, 2009.  
The petition says that assets range from $10,000,001 to
$50,000,000 and debts range from $50,000,001 to $100,000,000.

The Company is represented by Gary E. Klausner and Gregory K.
Jones of Stutman, Treister & Glatt Professional Corporation.

                   About Imperial Capital Bancorp

Headquartered in La Jolla, Calif., Imperial Capital Bancorp, Inc.  
(PNK: IMPC.PK) -- <http://www.imperialcapitalbancorp.com/>http://www.imperialcapitalbancorp.com/-- is a   
bank holding company.  The Company operated through its wholly
owned subsidiary, Imperial Capital Bank.  

On December 18, 2009, Imperial Capital Bank was closed by the
California Department of Financial Institutions, and the Federal
Deposit Insurance Corporation  was appointed as receiver of the
Bank. Subsequent to the closure, City National Bank assumed all of
the deposits of the Bank, excluding certain brokered deposits, and
purchased $3.3 billion of the Bank's assets in a transaction
facilitated by the FDIC.


IMPLANT SCIENCES: In Talks with DMRJ Following Payment Defaults
---------------------------------------------------------------
Implant Sciences Corporation is continuing to engage in
negotiations on financing following the missed payment on the
Company's senior secured promissory notes and revolving promissory
note that was due on December 10, 2009.  On December 20, 2009, the
Company received written notice from DMRJ Group LLC, stating that
the Company was in default of its obligations to DMRJ.  The
Company failed to pay an aggregate of $7,505,678 in principal,
together with approximately $149,292 of interest, due on such date
to DMRJ upon the maturity of (i) an amended and restate senior
secured convertible promissory note dated March 12, 2009, (ii) a
senior secured convertible promissory note dated July 1, 2009 and
(iii) a revolving promissory note dated September 4, 2009.  The
Company is currently in negotiations with DMRJ with respect to
these defaults.

Additional information can be found in the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission.

                      About Implant Sciences

Implant Sciences -- <http://www.implantsciences.com/>http://www.implantsciences.com/-- develops,  
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense (SS&D) industries.  The Company has
developed proprietary technologies used in its commercial portable
and bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.


INDEPENDENT BANK: Receives Non-Compliance Notice From Nasdaq
------------------------------------------------------------
Independent Bank Corporation was notified by The Nasdaq Stock
Market that the Company no longer meets the minimum $1.00 per
share requirement for continued listing on The Nasdaq Global
Select Market under Listing Rule 5450(a)(1).  This notice does not
result in the immediate delisting of the Company's common stock
from The Nasdaq Global Select Market because the Company has a
grace period of 180 calendar days under the listing rules, or
until June 21, 2010, in which to regain compliance with the
minimum bid price rule.

The deficiency letter, dated Dec. 21, 2009, states that if the bid
price of the Company's common stock closes at or above $1.00 per
share for at least 10 consecutive business days by June 21, 2010,
Nasdaq will notify the Company that the matter will be closed.  If
the Company does not regain compliance by June 21, 2010, Nasdaq
will notify the Company that its securities are subject to
delisting, which delisting determination could be appealed by the
Company.  Alternatively, the Company may be eligible for an
additional grace period if it meets the initial listing standards,
with the exception of bid price, of The Nasdaq Capital Market and
the Company applies to transfer the listing of its common stock to
The Nasdaq Capital Market.

The Company is evaluating its options following receipt of this
notification and, where possible and deemed in the best interests
of the Company and its shareholders, currently intends to take
appropriate actions in order to retain the listing of its common
stock on the Nasdaq stock market.

                About Independent Bank Corporation

Independent Bank Corporation (Nasdaq Symbol: IBCP) is a
Michigan-based bank holding company with total assets of
approximately $3 billion.  Founded as First National Bank of Ionia
in 1864, Independent Bank Corporation now operates over 100
offices across Michigan's Lower Peninsula through one state-
chartered bank subsidiary.  This subsidiary (Independent Bank)
provides a full range of financial services, including commercial
banking, mortgage lending, investments and title services.
Independent Bank Corporation is committed to providing exceptional
personal service and value to its customers, stockholders and the
communities it serves.


INSIGNIA SOLUTIONS: U.K. High Court OKs Scheme; Becomes ASI Unit
----------------------------------------------------------------
America's Suppliers, Inc., a Delaware corporation, reports that on
December 14, 2009, ASI became the holding company of Insignia
Solutions plc, a public limited company incorporated in England
and Wales, pursuant to a scheme of arrangement under Section 897
of the UK Companies Act of 2006 that was approved by the Insignia
stockholders on November 30, 2009, and the High Court of Justice
in England and Wales on December 14.

Pursuant to the Scheme of Arrangement, every ordinary share,
1 pence par value per share, of Insignia was exchanged and
cancelled at a ratio of 10 Ordinary Shares for one share of common
stock, $0.001 par value per share, of ASI.  Insignia is now a
wholly owned subsidiary of ASI.  

On December 17, ASI filed with the U.S. Securities and Exchange
Commission a Form 8-A to register its Common Stock, par value
$0.001 per share, pursuant to Section 12(g) of the Securities
Exchange Act of 1934.

On December 15, 2009, Filipe Sobral notified ASI that effective
immediately, he is resigning from the board of directors.  ASI
says Mr. Sobral's resignation is purely personal in nature and not
as a result of any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.

On December 15, 2009, the Company's board of directors appointed
Hugo Domingos, 36, as a member of the board of directors to fill
the vacancy resulting from the resignation of Mr. Sobral.

Mr. Domingos is currently in charge of private equity investments
at Amorim Holding, a Portuguese investment company.  He joined the
Amorim Group of companies in September 2008.  From August, 2007
through to August 2008, Mr. Domingos worked at HSBC Bank plc in
London in the Advisory team, part the bank's Global Banking and
Markets segment.  HSBC Bank plc is a subsidiary of HSBC Holdings
plc, the quoted global financial services firm headquartered in
London.  In his role, Mr. Domingos advised UK and European clients
on acquisitions, divestitures and the issuance of securities.  
Prior to that, from December 2004 to June 2006, Mr. Domingos
worked in the London office of CIBC World Markets, a subsidiary of
Canadian Imperial Bank of Commerce.  CIBC provides a range of
financial products and services in Canada and internationally,
including investment banking.  At CIBC World Markets, Mr. Domingos
focused on advising UK and European private equity funds on
acquisitions and divestitures.  Mr. Domingos received a Master in
Finance from Ecole des Hautes Etudes Commerciales (HEC) in Paris
in 1998 and a Master in Economics (Cum Laude) from Universite
Catholique de Louvain (Belgium) in 1997.  Mr. Domingos holds a
B.A. in Economics (Magna Cum Laude) from Universite Catholique de
Louvain.

                 About Insignia Solutions plc

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

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

                      Going Concern Doubt

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


INTERSTATE HOTELS: Coliseum Discloses 11.6% Equity Stake
--------------------------------------------------------
Coliseum Capital Management, LLC; Coliseum Capital, LLC; and
Coliseum Capital Partners, L.P., disclosed that as of December 18,
2009, they may be deemed to beneficially own an aggregate of
3,740,743 shares of Common Stock of Interstate Hotels & Resorts
Inc., representing 11.6% of the shares of Common Stock.  

On December 18, 2009, IHR and Interstate Operating Company, L.P.
-- a Delaware limited partnership of which IHR is the general
partner -- have entered into an Agreement and Plan of Merger with
Hotel Acquisition Company, LLC; HAC Merger Sub, Inc., a wholly
owned subsidiary of Hotel Acquisition, and HAC Merger Partnership,
L.P., a subsidiary of Merger Sub.  Hotel Acquisition is a joint
venture owned and controlled by affiliates of Thayer Lodging Group
and Shanghai Jin Jiang International Hotels (Group) Company
Limited.

The Merger Agreement provides for the merger of Merger Sub with
and into IHR with IHR being the surviving company, and the merger
of Merger Partnership with and into the Operating Partnership with
the Operating Partnership being the surviving partnership.  At the
effective time of the Mergers, each outstanding share of Common
Stock, other than any shares owned by IHR or its subsidiaries or
the Purchaser Parties, or by any stockholders who are entitled to
and who properly exercise appraisal rights under Delaware law, and
each outstanding Class A unit of limited partnership interest in
the Operating Partnership, other than any limited partnership
interests owned by the Company, will be cancelled and will be
converted automatically into the right to receive $2.25 in cash,
without interest.

Coliseum et al. and certain other stockholders of IHR, which
collectively own roughly 17% of the Common Stock of the Company,
have agreed with Hotel Acquisition to vote in favor of the Mergers
and the adoption of the Merger Agreement.

                 About Interstate Hotels & Resorts

Arlington, Virginia-based Interstate Hotels & Resorts, Inc. (NYSE:
IHR) and its affiliates -- <http://www.ihrco.com/>http://www.ihrco.com/-- manages or has  
ownership interests in a total of 232 hospitality properties with
more than 46,000 rooms in 37 states, the District of Columbia,
Russia, India, Mexico, Belgium, Canada, Ireland and England.  The
company has ownership interests in 56 of those properties,
including six wholly owned assets.  Interstate Hotels & Resorts
also has contracts to manage 13 to be built hospitality properties
with approximately 3,000 rooms which includes the company's entry
into new markets such as Costa Rica.  

At September 30, 2009, the Company's consolidated balance sheets
showed $456.2 million in total assets, $311.8 million in total
liabilities, and $144.4 million in shareholders' equity.  The
Company reported current assets of $64.0 million and current
liabilities of $85.4 million at September 30, 2009, resulting in a
$21.4 million working capital deficit.

                       Going Concern Doubt

The Company states that the report from its independent registered
public accounting firm, KPMG LLP, included in the Company's Form
10-K for the year ended December 31, 2008, included an explanatory
paragraph expressing substantial doubt about the Company's
ability to continue as a going concern due to potential credit
facility covenant violations.

In July 2009, the Company successfully amended the terms of the
its Credit Facility which, among other things, eliminated the NYSE
listing requirement, eliminated the total leverage ratio debt
covenant and extended the maturity of its debt from March 2010 to
March 2012.

                           *     *     *

Interstate Hotels carries Moody's "Caa1" corporate family rating.


INTERSTATE HOTELS: Amends Tax Benefit Preservation Plan
-------------------------------------------------------
Interstate Hotels & Resorts, Inc., and Computershare Trust
Company, N.A., as Rights Agent, on December 18, 2009, entered into
the First Amendment to the parties' Tax Benefit Preservation Plan,
dated as of September 24, 2009.

The First Amendment was entered into to ensure that the execution
of the Company's merger agreement with Hotel Acquisition Company,
LLC, a 50/50 joint venture between subsidiaries of Thayer Hotel
Investors V-A LP, a private equity fund sponsored by Thayer
Lodging Group, and Shanghai Jin Jiang International Hotels (Group)
Company Limited; and the performance and consummation of the
transactions contemplated by the Merger Agreement, do not trigger
the distribution or exercise of the rights or any adverse event
under the Plan.

The First Amendment provides, among other things, (i) that none of
the Purchaser Parties -- Hotel Acquisition, HAC Merger Sub, Inc.,
a wholly owned subsidiary of Hotel Acquisition, and HAC Merger
Partnership, L.P., a subsidiary of Merger Sub -- or any of their
affiliates or associates will be deemed an Acquiring Person (as
defined in the Plan) as a result of, among other things, the
approval, execution or delivery of the Merger Agreement, any
amendments thereto, the Company Merger or the other transactions
contemplated by the Merger Agreement, (ii) that no Stock
Acquisition Date or Distribution Date will occur or be deemed to
occur as a result of, among other things, the approval, execution
or delivery of the Merger Agreement, any amendments thereto, the
Company Merger or the other transactions contemplated by the
Merger Agreement and (iii) for an exception from certain other
requirements under the Plan for the execution and delivery of the
Merger Agreement, any amendments thereto, the Company Merger or
the other transactions contemplated by the Merger Agreement.

                 About Interstate Hotels & Resorts

Arlington, Virginia-based Interstate Hotels & Resorts, Inc. (NYSE:
IHR) and its affiliates -- <http://www.ihrco.com/>http://www.ihrco.com/-- manages or has  
ownership interests in a total of 232 hospitality properties with
more than 46,000 rooms in 37 states, the District of Columbia,
Russia, India, Mexico, Belgium, Canada, Ireland and England.  The
company has ownership interests in 56 of those properties,
including six wholly owned assets.  Interstate Hotels & Resorts
also has contracts to manage 13 to be built hospitality properties
with approximately 3,000 rooms which includes the company's entry
into new markets such as Costa Rica.  

At September 30, 2009, the Company's consolidated balance sheets
showed $456.2 million in total assets, $311.8 million in total
liabilities, and $144.4 million in shareholders' equity.  The
Company reported current assets of $64.0 million and current
liabilities of $85.4 million at September 30, 2009, resulting in a
$21.4 million working capital deficit.

                       Going Concern Doubt

The Company states that the report from its independent registered
public accounting firm, KPMG LLP, included in the Company's Form
10-K for the year ended December 31, 2008, included an explanatory
paragraph expressing substantial doubt about the Company's
ability to continue as a going concern due to potential credit
facility covenant violations.

In July 2009, the Company successfully amended the terms of the
its Credit Facility which, among other things, eliminated the NYSE
listing requirement, eliminated the total leverage ratio debt
covenant and extended the maturity of its debt from March 2010 to
March 2012.

                           *     *     *

Interstate Hotels carries Moody's "Caa1" corporate family rating.


INTERSTATE HOTELS: BofA-Led Lenders Consent to Merger
-----------------------------------------------------
Interstate Hotels & Resorts, Inc., and Interstate Operating
Company, L.P., a Delaware limited partnership of which Interstate
Hotels is the general partner, on December 18, 2009, entered into
an amendment to the First Amended and Restated Senior Secured
Credit Agreement, dated as of July 10, 2009, among the Operating
Partnership, as borrower, Bank of America, N.A., as administrative
agent, Banc of America Securities LLC, as sole lead arranger and
sole book runner and various lenders thereunder.

The Lenders have agreed:

     (i) to consent to the merger agreement between the Company
         and Hotel Acquisition Company, LLC, a 50/50 joint venture
         between subsidiaries of Thayer Hotel Investors V-A LP, a
         private equity fund sponsored by Thayer Lodging Group,
         and Shanghai Jin Jiang International Hotels (Group)
         Company Limited;

    (ii) to waive compliance by the Operating Partnership with a
         covenant in the Credit Agreement requiring a minimum
         level of EBITDA from the Company's hotel management
         business for the fourth quarter of 2009; and

   (iii) effective upon the Mergers, (a) to waive compliance with
         the EBITDA Covenant for calendar year 2010 and reduce
         such covenant thereafter, (b) to reduce the debt service
         coverage ratio that the Company is required to maintain
         under the Credit Agreement and (c) to modify certain
         other non-financial covenants in the Credit Agreement.

In consideration of the Lenders entering into the Credit Agreement
Amendment, the Operating Partnership has agreed to make a
principal payment of $20 million upon closing of the Mergers to be
applied against the term loan under the Credit Agreement, and
Hotel Acquisition has agreed to contribute at least $12 million to
the Operating Partnership within one year of the closing of the
Mergers to be used for new investment, capital expenditures and
working capital.

Under the Credit Agreement Amendment, the Company will pay a fee
to consenting lenders equal to .25% of the loan balance as of the
date of the Credit Agreement Amendment -- MBE Amendment Fee -- and
a total fee to consenting lenders of up to 1% of the loan balance
as of the closing of the Mergers (crediting the MBE Amendment Fee
against the total fee).

A full-text copy of the Credit Agreement Amendment is available at
no charge at <http://ResearchArchives.com/t/s?4c33>http://ResearchArchives.com/t/s?4c33

The members of the lending consortium are:

     * Bank of America, N.A., as Administrative Agent;
     * Royal Bank of Canada;
     * Calyon New York Branch;
     * Societe Generale;
     * Wachovia Bank, N.A.;
     * Capmark Finance Inc., a Debtor-in-Possession;
     * Emigrant Realty Finance, LLC;
     * Orix Finance Corp.;
     * Lehman Commercial Paper Inc., a Debtor-in-Possession

                 About Interstate Hotels & Resorts

Arlington, Virginia-based Interstate Hotels & Resorts, Inc. (NYSE:
IHR) and its affiliates -- <http://www.ihrco.com/>http://www.ihrco.com/-- manages or has  
ownership interests in a total of 232 hospitality properties with
more than 46,000 rooms in 37 states, the District of Columbia,
Russia, India, Mexico, Belgium, Canada, Ireland and England.  The
company has ownership interests in 56 of those properties,
including six wholly owned assets.  Interstate Hotels & Resorts
also has contracts to manage 13 to be built hospitality properties
with approximately 3,000 rooms which includes the company's entry
into new markets such as Costa Rica.  

At September 30, 2009, the Company's consolidated balance sheets
showed $456.2 million in total assets, $311.8 million in total
liabilities, and $144.4 million in shareholders' equity.  The
Company reported current assets of $64.0 million and current
liabilities of $85.4 million at September 30, 2009, resulting in a
$21.4 million working capital deficit.

                       Going Concern Doubt

The Company states that the report from its independent registered
public accounting firm, KPMG LLP, included in the Company's Form
10-K for the year ended December 31, 2008, included an explanatory
paragraph expressing substantial doubt about the Company's
ability to continue as a going concern due to potential credit
facility covenant violations.

In July 2009, the Company successfully amended the terms of the
its Credit Facility which, among other things, eliminated the NYSE
listing requirement, eliminated the total leverage ratio debt
covenant and extended the maturity of its debt from March 2010 to
March 2012.

                           *     *     *

Interstate Hotels carries Moody's "Caa1" corporate family rating.


INTERSTATE HOTELS: Columbia Unit's Lender Consents to Merger
------------------------------------------------------------
Interstate Columbia SPE, LLC, a wholly owned subsidiary of
Interstate Hotels & Resorts, Inc., on December 18, 2009, entered
into an amendment to the Loan Agreement, dated as of May 1, 2008,
between the Columbia Subsidiary and Calyon New York Branch and
various other lenders, the indebtedness under which is secured by
the Company's Columbia Sheraton Hotel.

The Columbia Lenders agreed:

     (i) to consent to the merger agreement between the Company
         and Hotel Acquisition Company, LLC, a 50/50 joint venture
         between subsidiaries of Thayer Hotel Investors V-A LP, a
         private equity fund sponsored by Thayer Lodging Group,
         and Shanghai Jin Jiang International Hotels (Group)
         Company Limited;

    (ii) to waive, for the fourth quarter of 2009, the Columbia
         Subsidiary's compliance with a covenant in the Columbia
         Loan Agreement requiring a minimum level of debt service
         coverage from the operations of the Columbia Subsidiary's
         property; and

   (iii) effective upon the closing of the Mergers, to waive the
         DSCR Covenant for 2010 and modify it thereafter.

In consideration of the Columbia Lenders entering into the
Columbia Loan Amendment, the Columbia Subsidiary has agreed to (i)
make a principal prepayment of $5 million upon closing of the
Mergers, to be applied to the principal amount under the Columbia
Loan Agreement and (ii) increase the interest rate payable
thereunder by 150 basis points.  The Columbia Amendment requires
the Columbia Subsidiary to pay to the Columbia Lenders a fee of
$50,000 upon signing of the Columbia Amendment and an additional
fee of $50,000 upon the closing of the Mergers.

A full-text copy of the Columbia Loan Amendment is available at no
charge at <http://ResearchArchives.com/t/s?4c34>http://ResearchArchives.com/t/s?4c34

                 About Interstate Hotels & Resorts

Arlington, Virginia-based Interstate Hotels & Resorts, Inc. (NYSE:
IHR) and its affiliates -- <http://www.ihrco.com/>http://www.ihrco.com/-- manages or has  
ownership interests in a total of 232 hospitality properties with
more than 46,000 rooms in 37 states, the District of Columbia,
Russia, India, Mexico, Belgium, Canada, Ireland and England.  The
company has ownership interests in 56 of those properties,
including six wholly owned assets.  Interstate Hotels & Resorts
also has contracts to manage 13 to be built hospitality properties
with approximately 3,000 rooms which includes the company's entry
into new markets such as Costa Rica.  

At September 30, 2009, the Company's consolidated balance sheets
showed $456.2 million in total assets, $311.8 million in total
liabilities, and $144.4 million in shareholders' equity.  The
Company reported current assets of $64.0 million and current
liabilities of $85.4 million at September 30, 2009, resulting in a
$21.4 million working capital deficit.

                       Going Concern Doubt

The Company states that the report from its independent registered
public accounting firm, KPMG LLP, included in the Company's Form
10-K for the year ended December 31, 2008, included an explanatory
paragraph expressing substantial doubt about the Company's
ability to continue as a going concern due to potential credit
facility covenant violations.

In July 2009, the Company successfully amended the terms of the
its Credit Facility which, among other things, eliminated the NYSE
listing requirement, eliminated the total leverage ratio debt
covenant and extended the maturity of its debt from March 2010 to
March 2012.

                           *     *     *

Interstate Hotels carries Moody's "Caa1" corporate family rating.


INTERSTATE HOTELS: S&P Affirms 'CCC+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Arlington, Virginia-based Interstate Hotels & Resorts Inc.,
including the 'CCC+' corporate credit rating.  At the same time,
S&P revised its rating outlook on Interstate to developing from
negative.
     
"The ratings affirmation reflects Interstate's improved liquidity
profile resulting from a number of provisions in the merger
agreement announced on Friday," said Standard & Poor's credit
analyst Liz Fairbanks.  "These positive actions alleviate S&P's
near-term liquidity concerns, including the need to meet scheduled
amortization payments on the term loan and remain in compliance
with financial maintenance covenants.  S&P remain concerned,
however, about the operating environment for the lodging industry
in the coming quarters, Interstate's weak credit measures, and the
company's ability to refinance its credit facility due in 2012."
     
The developing outlook reflects uncertainty around the new owners'
willingness and ability to reduce leverage at the company,
potentially through additional cash equity injections applied to
debt reduction.  S&P expects the lodging industry to continue to
decline in 2010, and are factoring into its expectations only
modest growth in 2011.  Thus, S&P believes the company may find it
difficult to earn its way back to meaningfully improved credit
measures prior to the 2012 credit facility maturity date.
     
Lenders have approved the transaction subject to certain pay-downs
at closing on its senior credit facility and on one of its
nonrecourse mortgage loans.  At the close of the transaction,
Interstate will repay an additional $20 million of its term loan
due 2012 and $5 million on its Sheraton Columbia mortgage loan,
leaving about $205.6 million of debt outstanding.  Prior to the
merger announcement, S&P estimates that the company had repaid
about $37 million on its term loan, representing proceeds from the
sale of the Hilton Garden Inn Baton Rouge (about $10.6 million),
the mortgage on the Westin Atlanta Airport (about $22.0 million),
and excess cash flow ($4.1 million as of Nov. 4, 2009).  With the
additional payment on the term loan, the company successfully met
the required payments to extend the facility's maturity to March
2012 from March 2010.  S&P previously cited its concerns around
the prolonged lodging downturn and the risk around Interstate's
ability to extend the maturity date of its senior secured credit
facility.
     
S&P has factored into its Interstate rating the potential for 2010
revenue per available room to decline by 2% to 6% year over year,
which S&P expects would result in an EBITDA decline of about 10%.  
In the absence of additional debt repayment, S&P expects that
leverage could increase to the 9x area.  Pro forma for the debt
repayment pursuant to the merger agreement, S&P's measure of
adjusted leverage was about 7x for the 12 months ended September
2009.  Interstate does not accrue incentive management fees
throughout the year, but records them in the fourth quarter.  
Therefore, the fourth quarter is seasonally strong, with more than
half of 2008's EBITDA generated in the three months ended December
2008.  S&P expects that EBITDA in the fourth quarter of this year
could decline by as much as 50% year over year.


INTERSTATE HOTELS: Thayer & Jin Jiang Tie-up to Acquire Business
----------------------------------------------------------------
Interstate Hotels & Resorts has signed a definitive merger
agreement to be acquired by Hotel Acquisition Company, LLC, a
50/50 joint venture between subsidiaries of Thayer Hotel Investors
V-A LP, a private equity fund sponsored by Thayer Lodging Group,
and Shanghai Jin Jiang International Hotels (Group) Company
Limited in a transaction valued at approximately $307 million.

Under the agreement, Hotel Acquisition would acquire all of the
outstanding common stock and operating partnership units of
Interstate for $2.25 per share in an all cash transaction.  The
price represents a premium of 77% over December 17 closing stock
price.  Interstate's lenders have approved the transaction subject
to certain pay downs at closing on its senior credit facility and
on one of its non-recourse mortgage loans.  The transaction is not
contingent upon obtaining any additional financing.

Annapolis, Maryland-based based Thayer Lodging Group is a
privately held real estate investment company focused on
hospitality assets; Shanghai, China based Jin Jiang Hotels is a
subsidiary of Jin Jiang International Holdings Company Limited,
and is China's largest hotel group.

                         Merger Agreement

The Company is subject to a "no-shop" restriction on its ability
to solicit offers or proposals relating to a takeover proposal or
to provide information to or engage in discussions or negotiations
with third parties regarding a takeover proposal.  The no-shop
provision is subject to a "fiduciary out" provision that allows
the Company to provide information and participate in discussions
with respect to an unsolicited written takeover proposal in
certain circumstances.

The Merger Agreement contains certain termination rights for both
the Company and the Purchaser Parties.  The Merger Agreement
provides that, upon termination under specified circumstances, the
Company would be required to pay Hotel Acquisition a $3 million
termination fee.  In addition to the termination fee, upon
termination under specified circumstances, the Company will also
be required to reimburse Hotel Acquisition for certain out-of-
pocket costs and expenses in an amount up to $1.5 million or
$3.5 million, depending on the circumstances.

Upon the completion of the transaction contemplated by the Merger
Agreement, $205,580,000 in principal amount of the existing
indebtedness of the Company and the Operating Partnership will
remain outstanding in accordance with the terms of the amendments
to the Company's credit facilities.

In addition, Hotel Acquisition has obtained equity financing
commitments for the transactions contemplated by the Merger
Agreement.  The aggregate proceeds of the equity commitments,
together with a capital contribution made to Hotel Acquisition
prior to execution of the Merger Agreement, will be sufficient to
provide funds to Hotel Acquisition in the amount necessary to make
all payments required by the Merger Agreement.  The equity
commitment letters will terminate automatically and immediately
upon any termination of the Merger Agreement.

In addition, affiliates of Hotel Acquisition have executed limited
guarantees in favor of the Company and the Operating Partnership
to guarantee, subject to limitations, the satisfaction of all
payment obligations of the Purchaser Parties under the Merger
Agreement.

                         Stockholder Vote

Stockholders of the Company will be asked to vote on the proposed
transactions at a special meeting that will be held on a date to
be announced.  The Mergers are conditioned on, among other things,
the adoption of the Merger Agreement by the stockholders of the
Company.  Availability of financing for the Mergers is not a
condition to the Purchaser Parties' obligations to close.

The merger is expected to close in the first quarter of 2010,
pending stockholder approval and satisfaction or waiver of other
customary closing conditions.

Coliseum Capital Management, LLC, together with certain of its
affiliates, Thomas Hewitt, Leslie Ng, Bruce Riggins, Christopher
Bennett and Samuel Knighton, who collectively own approximately
17% of the Company's common stock, have agreed with Hotel
Acquisition to vote in favor of the Mergers and the adoption of
the Merger Agreement, subject to the limitations set forth in the
voting agreements between such persons and Hotel Acquisition.

The Board of Directors of the Company unanimously approved the
Merger Agreement.  Barclays Capital serves as the financial
advisor to the Board of Directors.

BofA Merrill Lynch served as financial advisor to Thayer, and UBS
Investment Bank served as financial advisor to Jin Jiang Hotels.
Paul Weiss, Rifkind, Wharton & Garrison LLP served as legal
advisor for Interstate.

Hogan & Hartson LLP served as Thayer's legal advisor and Baker &
McKenzie served as Jin Jiang Hotels' legal advisor.

                         Barclays Opinion

On December 18, 2009, Barclays delivered a written opinion to the
Board of Directors that, as of the date of the opinion and subject
to the limitations contained therein, from a financial point of
view, the consideration to be offered to the stockholders of the
Company in the Company Merger is fair to such stockholders.

"Our priority, as always, is to maximize shareholder value," said
Thomas F. Hewitt, Interstate's chairman and chief executive
officer.   "This is a very compelling offer at a significant
premium.   The hotel industry remains in deep recession, and we
believe this transaction offers the highest and best value to our
shareholders."

"Interstate offers a unique platform with in-depth industry
expertise, international operations, and scope of experience
gained over 50 years, along with a stellar reputation as a first-
rate operator," said Leland C. Pillsbury, chief executive officer
and co-chairman, Thayer Lodging Group.   Frederic V. Malek,
Thayer's co-chairman added, "We look forward to working with
Interstate's management team and associates, their owners and
partners as we build on the company's impressive legacy of
success."

"Interstate has a global reputation as a world-class, independent
hotel operator.   This acquisition significantly accelerates our
ability to expand internationally, giving us immediate access to a
worldwide platform.   We also expect to mutually benefit from our
global relationships in the hospitality industry, making both Jin
Jiang and Interstate stronger," said Mr. Yu Minliang, Jin Jiang
Hotels' Chairman.

A full-text copy of the Agreement and Plan of Merger is available
at no charge at <http://ResearchArchives.com/t/s?4c32>http://ResearchArchives.com/t/s?4c32

A full-text copy of the letter by Interstate Chairman and CEO
Thomas F. Hewitt on the merger is available at no charge at:

               <http://ResearchArchives.com/t/s?4c35>http://ResearchArchives.com/t/s?4c35

                    About Thayer Lodging Group

Thayer Lodging Group -- <http://www.thayerlodging.com/>http://www.thayerlodging.com/-- is a  
sponsor of real estate investment funds with a track record in the
top 5% of all fund sponsors for the past 19 years.  Its clients
include a select group of large, international institutional
investors, the majority of which have been investors with Thayer
for most of its 19-year history. The company is a value-add
investor that works with major lodging brands to acquire and
reposition hotels.  Thayer sold $1.7 billion of hotels and
resorts, which represented 85% of its real estate portfolio in
2006-2007, and retained a small group of 15 properties, which have
been recently renovated and repositioned.   It recently announced
the closing of its fifth investment fund, Thayer Hotel Investors V
LP, and its parallel fund, V-A LP, together totaling $280 million.  
Additionally, Thayer Lodging Group recently placed another
$100 million under management in a separate vehicle.

                      About Jin Jiang Hotels

Shanghai Jin Jiang International Hotels (Group) Company Limited --
<http://www.jinjianghotels.com.cn/>http://www.jinjianghotels.com.cn/-- is one of the leading hotel  
operators and managers in China.  The Group is licensed to use the
well-regarded "Jin Jiang" and "Jin Jiang Inn" brands.  As of
June 30, 2009, the Group operated and was developing 493 hotels
including star-rated hotels and Jin Jiang Inn budget hotels,
providing close to 82,700 rooms in aggregate.  With a solid home
base in Shanghai and Beijing, the Group has also successfully
spanned its hotel network across 124 cities and towns in 31
provinces, autonomous regions and municipalities throughout the
PRC.  In June 2009, the Group was ranked the 13th in the world in
terms of number of rooms according to HOTELS Magazine, the
official publication of the International Hotel & Restaurant
Association.  

                 About Interstate Hotels & Resorts

Arlington, Virginia-based Interstate Hotels & Resorts, Inc. (NYSE:
IHR) and its affiliates -- <http://www.ihrco.com/>http://www.ihrco.com/-- manages or has  
ownership interests in a total of 232 hospitality properties with
more than 46,000 rooms in 37 states, the District of Columbia,
Russia, India, Mexico, Belgium, Canada, Ireland and England.  The
company has ownership interests in 56 of those properties,
including six wholly owned assets.  Interstate Hotels & Resorts
also has contracts to manage 13 to be built hospitality properties
with approximately 3,000 rooms which includes the company's entry
into new markets such as Costa Rica.  

At September 30, 2009, the Company's consolidated balance sheets
showed $456.2 million in total assets, $311.8 million in total
liabilities, and $144.4 million in shareholders' equity.  The
Company reported current assets of $64.0 million and current
liabilities of $85.4 million at September 30, 2009, resulting in a
$21.4 million working capital deficit.

                       Going Concern Doubt

The Company states that the report from its independent registered
public accounting firm, KPMG LLP, included in the Company's Form
10-K for the year ended December 31, 2008, included an explanatory
paragraph expressing substantial doubt about the Company's
ability to continue as a going concern due to potential credit
facility covenant violations.

In July 2009, the Company successfully amended the terms of the
its Credit Facility which, among other things, eliminated the NYSE
listing requirement, eliminated the total leverage ratio debt
covenant and extended the maturity of its debt from March 2010 to
March 2012.

                           *     *     *

Interstate Hotels carries Moody's "Caa1" corporate family rating.


ION MEDIA: Emerged after Circuit Court Dissolved Temporary Stay
---------------------------------------------------------------
ION Media Networks, Inc., on December 21 announced that it
consummated its reorganization plan which was confirmed by the
Bankruptcy Court on December 3.

Days before the announcement, Cyrus Capital Partners said that
that the United States Court of Appeals for the Second Circuit on
December 17 stayed the Bankruptcy Court's recent decision to
approve the Chapter 11 bankruptcy reorganization plan of ION Media
Networks.  ION was expected to emerge from bankruptcy protection
as early as December 17.  Cyrus Capital Partners, which appealed
the U.S. Bankruptcy Court's decision, said it expects a court date
in January to hear its appeal.

Cyrus, an ION Media Networks creditor, challenged the Bankruptcy
Court's decision to deny it the legal standing to object to ION's
plan of reorganization.

Bill Rochelle at Bloomberg News explains that Cyrus only briefly
succeeded in its effort at holding up implementation of the
confirmed Chapter 11 plan.  Immediately after the Second Circuit
dissolved a temporary stay, the company consummated the Plan.

As reported by the TCR on Nov. 26, 2009, U.S. Bankruptcy Judge
James Peck entered a 30-page memorandum decision confirming ION
Media Networks, Inc.'s Chapter 11 plan of reorganization.  Judge
Peck held that Cyrus Select Opportunities Master Fund Ltd.,
the sole remaining objector, lacked standing to object to the Plan
and ruled that Cyrus breached an intercreditor agreement between
first lien and second lien lenders.

According to the Bloomberg report, failing in its effort at
holding up the plan in U.S. District Court, Cyrus went to the 2nd
Circuit in Manhattan where one judge granted a temporary stay on
Dec. 16.  Eager to implement the plan, Ion filed papers the next
day asking the circuit court to vacate the stay.  On Dec. 18, the
appeals court vacated the stay, and the company implemented the
plan the same afternoon, Josh Sussberg, Esq., at Kirkland & Ellis
LLP, said in an interview.

                        The Chapter 11 Plan

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

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

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

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

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

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

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

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

                     About Ion Media Networks

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

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


ISCO INT'L: First Amended Plan Declared Effective on Dec. 23
------------------------------------------------------------
Judge John H. Squires of the United States Bankruptcy Court for
the Northern District of Illinois on December 22, 2009, entered an
order confirming ISCO International, Inc.'s First Amended Plan of
Reorganization.

The Plan was declared effective December 23, 2009.

Pursuant to the Plan, as confirmed: (i) holders of the unimpaired
Class A "First Bank" claims will receive either cash or the
collateral securing its claim; (ii) holders of the impaired Class
B "Senior Lender" claims will receive a combination of cash, all
of the new common stock of the reorganized company, and the
ratable portion of the cash from proceeds of the lawsuit filed in
the Cook County, Illinois circuit court captioned as "ISCO
International, Inc. v. TAA Group, Inc." and any suits arising out
of the same relationship; (iii) holders of the impaired Class C
"General Unsecured" claims will receive a ratable portion of
$25,000; (iv) holders of the impaired Class D "Subordinated"
claims shall not receive any distributions and will be enjoined
from pursuing any litigation claims against the Company; and (v)
holders of the impaired Class E "Equity Interests" will have their
shares cancelled.  The Plan also provides for the payment of
administrative and priority claims.

The total amount of unsecured debt scheduled by the Debtor is
$10,352,481.  However, $10,015,910 is disputed.  If the disputed
debt is not included, the unsecured debt is $336,571.  
Accordingly, the projected dividend to unsecured creditors ranges
from 0.24148% to 7.42785% of allowed claims.  

As of November 12, 2008, the Company had authorized 500,000,000
shares of common stock, of which 228,471,174 were issued and
outstanding on such date.  All outstanding shares of common stock
and rights to common stock, except as provided for in the Plan,
were cancelled as of the Effective Date.  The Debtor has filed a
Form 15 with the Securities and Exchange Commission to terminate
the registration of its common stock.

On October 23, 2009, the Debtor received a letter from its
transfer agent, BNY Mellon Shareowner Services LLC, indicating
that Mellon will be terminating the Transfer Agent Agreement dated
July 12, 2008, between the Company and Mellon.  In Mellon's
letter, it indicates that the Agreement will be terminated because
the Company has unpaid outstanding invoices for amounts owed to
Mellon for services rendered as transfer agent and the Company has
additionally not provided certain requested documentation to
Mellon.

As a result of its current bankruptcy proceeding, the Company has
determined that it does not have the capabilities or resources
necessary to cure the default under the Agreement and it does not
intend to do so.  The Mellon Agreement was terminated as of
December 22, 2009.  According to ISCO, upon termination,
regulatory notice will be made to the Depository Trust Company, a
termination charge will be assessed and the Company will no longer
have an independent transfer agent.

A full-text copy of the confirmed Amended Plan is available at no
charge at <http://ResearchArchives.com/t/s?4c4a>http://ResearchArchives.com/t/s?4c4a

                     About ISCO International

Based in Elk Grove Village, Illinois, ISCO International Inc.
filed for bankruptcy on July 14, 2009 (Bankr. N.D. Ill. Case No.
09-25416).  John H. Squires presides over the case.  Joel A.
Schechter, Esq., in Chicago, represents the Debtor.  ISCO listed
assets ranging from $1,000,001 to $10,000,000, and debts ranging
from $10,000,001 to $50,000,000.


KEET STEEL: Sec. 341 Creditors Meeting Set for Dec. 29
------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of Keet Seel
Tankships, LLC's creditors on December 29, 2009, at 10:30 a.m. at
F. Edward Hebert Federal Building, Room 111, 600 S. Maestri
Street.

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.

San Antonio, Texas-based Keet Seel Tankships, LLC, filed for
Chapter 11 bankruptcy protection on December 2, 2009 (Bankr. E.D.
La. Case No. 09-13965).  The Company's affiliates, Dos Raven
Tankships, LLC, and First Mesa Tankships, LLC, also filed for
Chapter 11 bankruptcy protection.  Douglas S. Draper, Esq., at
Heller Draper Hayden Patrick & Horn, LLC, 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.


KIEBLER SLIPPERY: Court Extends Plan Filing Until January 23
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
extended until January 23, 2010, Kiebler Slippery Rock, L.L.C.'s  
exclusive period for filing its plan of reorganization or making
interest payments for purposes of Section 362 of the Bankruptcy
Code.

Absent the extension, the Debtor's exclusive period to file a
plan and disclosure statement will expire on December 24, 2009.

As reported in the Troubled Company Reporter on December 9, 2009,
the Debtor needed additional time to assess and implement the
optimal means to maximize the estate's value and to formulate plan
strategy, with the hope and expectation of negotiating and
preparing a confirmable plan and disclosure statement.

Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087).  Andrew L.
Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland,
Esq., at Thompson Hine LLP represent the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


KIMMEL & ASSOCIATES: Files for Bankruptcy to Reorganize
-------------------------------------------------------
According to Citizen-Times.com, Kimmel & Associates and its owner
Joe Kimmel filed for bankruptcy, saying that the firm will stay in
business as it reorganize, and none of its 90 employees will lose
their jobs.  Mr. Kimmel pledged more than $10 million to three
regional institutions, report notes.

Kimmel & Associates is an executive search firm focused on the
construction industry.


KLCG PROPERTY: Hires Garden City Group as Claims Agent
------------------------------------------------------
KLCG Property, LLC, and Gurnee Property, LLC, sought and obtained
permission from the Hon. Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to employ The Garden City
Group, Inc., as claims, noticing, and balloting agent.

GCG will, among other things:

     a. prepare, after the mailing of a particular notice, for
        filing with the Court a certificate or affidavit of
        service that includes an alphabetical list of persons to
        whom the notice was mailed and the date and manner of
        mailing;

     b. receive and record proofs of claim and proofs of interest
        filed;

     c. transmit to the Clerk's office a copy of the claims
        registers upon request and/or at agreed upon intervals;
        and

     d. act as balloting agent.

The Debtors will compensate GCG at the rates set forth in the
engagement agreement, a copy of which is available for free at:

    <http://bankrupt.com/misc/KLCG_PROPERTY_engagementpact.pdf>http://bankrupt.com/misc/KLCG_PROPERTY_engagementpact.pdf

GCG is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Gurnee, Illinois, KLCG Property, LLC, was
organized in Delaware on October 13, 2005, for the purpose of
constructing, owning, and operating a 414-room destination resort
hotel, indoor water park and conference center located within the
greater northern Chicagoland region.  

KLCG Property filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. D. Delaware Case No. 09-14418).  The
Company's affiliate, Gurnee Property, LLC, also filed for Chapter
11 bankruptcy protection.  Donald J. Bowman, Jr., Esq., and
Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor assist
the Debtors in their restructuring efforts.  KLCG Property listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


KLCG PROPERTY: Taps von Briesen as Bankruptcy Co-Counsel
--------------------------------------------------------
KLCG Property, LLC, and Gurnee Property, LLC, have sought
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ von Briesen & Roper, s.c., as bankruptcy c-
counsel, nunc pro tunct to the Petition Date.

von Briesen, will among other things:

     a. pursue sale of the Debtors' assets and/or confirmation of
        a plan of reorganization and approval of the corresponding
        solicitation procedures and disclosure statement;

     b. prepare on behalf of the Debtors necessary applications,
        schedules, statement of financial affairs, motions,
        answers, orders, reports, and other legal papers; and

     c. appear in Court and otherwise protecting the interests of
        the Debtors before the Court.

von Briesen will be paid based on the hourly rates of its
personnel:

            Randall D. Crocker              $450
            Claire Ann Resop                $400
            Christopher J. Stroebel         $360  
            Rebecca H. Simoni               $325   
            Eliza M. Reyes                  $300   
            Brigitte Fisch, Paralegal       $150  
            Jean M. Steele, Paralegal       $150  
  
Claire Ann Resop, a shareholder at von Briesen, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

In a separate application, the Debtors have also asked the Court
to approve the retention of Young Conaway Stargatt & Taylor, LLP,
as bankruptcy co-counsel.  von Briesen has discussed the division
of responsibilities and will make every effort to avoid
duplication of efforts.

Headquartered in Gurnee, Illinois, KLCG Property, LLC, was
organized in Delaware on October 13, 2005, for the purpose of
constructing, owning, and operating a 414-room destination resort
hotel, indoor water park and conference center located within the
greater northern Chicagoland region.  

KLCG Property filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. D. Delaware Case No. 09-14418).  The
Company's affiliate, Gurnee Property, LLC, also filed for Chapter
11 bankruptcy protection.  Donald J. Bowman, Jr., Esq., and
Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor assist
the Debtors in their restructuring efforts.  KLCG Property listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


KLCG PROPERTY: Wants Steven Nerger as Chief Restructuring Officer
-----------------------------------------------------------------
KLCG Property, LLC, and Gurnee Property, LLC, have sought
permission from the U.S. Bankruptcy Court for the District of
Delaware to hire Steven A. Nerger at Silverman Consulting as chief
restructuring officer, nunc pro tunc to the Petition Date.

Steven A. Nerger, a partner at Silverman Consulting, says that he
will, among other things:

     a. render financial and business management advice, as well
        as provide oversight over the operations;

     b. develop cash budgets for the Debtors' debtor in possession
        financing;

     c. assist in the development of financial models, projections
        and business plans in connection with the Debtors'
        restructuring, reorganization and/or sale efforts; and

     d. assist with a potential sale of some or all of the
        Debtors' assets, including the development of a
        Confidential Sales Memorandum describing the assets to be
        sold, development of a sales "teaser" to be sent to
        prospective purchasers, development of a list of
        prospective buyers, and meet and negotiate with
        prospective buyers, as required.

Mr. Nerger says that Silverman Consulting will be paid based on
the hourly rates of its personnel:

          Michael A. Silverman                 $650
          Steven A. Nerger                     $380
          Other Associates                  $140-$380

Mr. Nerger assures the Court that Silverman Consulting is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Gurnee, Illinois, KLCG Property, LLC, was
organized in Delaware on October 13, 2005, for the purpose of
constructing, owning, and operating a 414-room destination resort
hotel, indoor water park and conference center located within the
greater northern Chicagoland region.  

KLCG Property filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. D. Delaware Case No. 09-14418).  The
Company's affiliate, Gurnee Property, LLC, also filed for Chapter
11 bankruptcy protection.  Donald J. Bowman, Jr., Esq., and
Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor assist
the Debtors in their restructuring efforts.  KLCG Property listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


KLCG PROPERTY: Wants to Employ Young Conaway as Bankr. Counsel
--------------------------------------------------------------
KLCG Property, LLC, and Gurnee Property, LLC, have asked for
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Young Conaway Stargatt & Taylor, LLP, as
bankruptcy counsel, nunc pro tunc to the Petition Date.

Young Conaway will, among other things, provide legal advice with
respect to the Debtors' powers and duties as debtors in possession
in the continued operation of their business and management of
their properties and perform all other legal services for the
Debtors which may be necessary and proper in the proceedings.

Michael R. Nestor, a partner at Young Conaway, says that Young
Conaway will be paid based on the hourly rates of its personnel:

             Michael R. Nestor            $560
             Donald J. Bowman, Jr.        $325
             Ryan M. Bartley              $260
             Andrew L. Magaziner          $240
             Michelle Smith, Paralegal    $155

Mr. Nestor assures the Court that Young Conaway is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Nestor says that the Debtors also seek to retain, among
others, von Briesen and Roper, s.c., to provide professional
services in their Chapter 11 cases.

Headquartered in Gurnee, Illinois, KLCG Property, LLC, was
organized in Delaware on October 13, 2005, for the purpose of
constructing, owning, and operating a 414-room destination resort
hotel, indoor water park and conference center located within the
greater northern Chicagoland region.  

KLCG Property filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. D. Delaware Case No. 09-14418).  The
Company's affiliate, Gurnee Property, LLC, also filed for Chapter
11 bankruptcy protection.  Donald J. Bowman, Jr., Esq., and
Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor assist
the Debtors in their restructuring efforts.  KLCG Property listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


KV PHARMACEUTICAL: To Continue Trading on NYSE Until March 31
-------------------------------------------------------------
KV Pharmaceutical Company received permission from the New York
Stock Exchange for its securities to continue to trade on the
Exchange until March 31, 2010, while the Company prepares its
Annual Report on Form 10-K for the Company's fiscal year ended
March 31, 2009.

In the event the Company is unable to file the 2009 Annual Report
on or prior to March 31, 2010, the Company may request that the
Exchange permit the Company's securities to continue to trade on
the Exchange until June 17, 2010.  In the event the Company is
unable to file the 2009 Annual Report prior to June 17, 2010 (or
prior to March 31, 2010, in the event the Company requests that
the Exchange permit the Company's security to continue to trade on
the Exchange until June 17, 2010, and such request is not granted
by the Exchange), the Exchange will initiate suspension and
delisting procedures.

As previously disclosed by the Company on its Form 12b-25 filed
with the SEC on June 2, 2009, as well as in subsequent filings
with the SEC, the Company has been unable to file its 2009 Annual
Report.  The Company's Current Report on Form 8-K filed with the
SEC on November 12, 2009 sets forth additional information
regarding the Company's inability to timely file the 2009 Annual
Report, certain other periodic reports, and related matters.

                  About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
<http://www.kvpharmaceutical.com/>http://www.kvpharmaceutical.com/-- is a fully integrated  
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.


L-1 IDENTITY: Moody's Affirms Corporate Family Rating at 'B2'
-------------------------------------------------------------
Moody's Investors Service affirmed L-1 Identity Solutions, Inc.'s
B2 Corporate Family and Probability of Default Ratings, the Ba3
rating on its secured bank credit facilities and affirmed the
rating outlook as stable.  In addition L-1's Speculative Grade
Liquidity rating of SGL-2, designating good liquidity, was left
unchanged.  

L-1 expects to continue with elevated capital expenditures in 2010
as it completes infrastructure investments to support a strong
book of business awards achieved in its drivers' license sector
over the course of the last year.  Although the company amended
the repayment schedule of its bank term loans earlier in the year
by effectively splitting the facility into two tranches, principal
amortization in 2010 will increase to approximately $22 million
and steps up further to some $34 million in 2011.  L-1's guidance
for the range of its free cash flow in 2010 is approximately $22-
$32 million which should service these requirements.  And, it
continues with access to its back-up $135 million revolving credit
facility ($126 million available after LC issuance at the end of
September) should there be any shortfall.  In March of 2010, the
company's maximum leverage covenant tightens.  Although its
minimum debt service coverage covenant does not change over the
course of the commitment, the definition effectively requires
defined "EBITDA" to increase in order to maintain the same degree
of compliance cushion.  Headroom under both covenants over the
course of the next 12-18 months could change but was considered
adequate with L-1 expected to achieve higher EBITDA generation in
2010.  

L-1's longer term ratings of B2 with a stable outlook continue to
reflect its fundamental business and financial profile which
includes favorable demand prospects for its range of security,
identity verification and secure credential products and services.  
These ratings incorporate its moderate size in comparison to other
government contractors and certain competitive advantages as an
incumbent provider with strong market shares.  It also
incorporates the company's elevated leverage and modest, but
improving, operating profitability which has led to weak interest
coverage.  Its backlog of orders and positioning within its niche
combined with certain government identity mandates and funding
programs provide a degree of revenue visibility.  Nonetheless,
divisions of substantially larger companies and certain systems
integrators are active within the company's sectors and could
commit significant resources at some point to challenge L-1 in a
technology sensitive industry.  High investment levels in 2009 and
2010 to support its state drivers' license business have
constrained the company's ability to materially reduce its debt
burden from earlier acquisitions.  L-1 should begin to generate
higher amounts of free cash flow as its EBITDA increases and its
capital expenditure requirements begin to ebb.  

Ratings affirmed with refreshed Loss Given Default estimates:

  -- Corporate Family, B2
  -- Probability of Default, B2
  -- $135 million revolving credit, Ba3 LGD-2, 29%
  -- $288 million term loan, Ba3 LGD-2, 29%
  -- Speculative Grade Liquidity, SGL-2

The last rating action was on September 4, 2008 at which time the
company's SGL rating was raised to SGL-2.  

L-1 Identity Solutions, Inc., headquartered in Stamford, CT, is a
leading provider of multi-modal service which address identity
risk, secure credentialing, biometric identity, fingerprinting and
related engineering and analytical solutions.  Annual revenues are
approximately $0.7 billion.  


LATHAM INTERNATIONAL: Plan Confirmation Hearing on Jan. 21
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on January 21 to consider confirmation of Latham
Manufacturing Corp.'s prepackaged Chapter 11 plan of
reorganization.

The Bankruptcy Court will be holding a combined hearing on the
adequacy of the information in the explanatory disclosure
statement and the confirmation of the Plan.

Prepetition, Latham reached an agreement with its senior secured
lenders on the Plan, which will reduce the Company's long-term
debt and strengthen its balance sheet.  

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.

                     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.

The Company listed assets of $67 million against $239 million in
debt in its bankruptcy petition.


LATHAM INTERNATIONAL: Case Summary & 35 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Latham International, Inc.
          dba Latham Acquisition Corporation
          dba Latham Investments, Inc.
          dba Aquaflex Vinyl Engineering, Inc.
          dba Kafko Industries, Inc.
          dba Kafko Manufacturing (N.J.) Corp.
          dba Kafko Manufacturing, Inc.
          dba Total Vinyl Products, Inc.
          dba Latham Plastics, Inc.
          dba Pacific Industries, Inc.
          dba Pacific Pool Industries, Inc.
          dba Triac US, Inc.
          dba Triac Ohio, Inc.
          dba Coverstar, Inc.
          dba Fort Wayne Pools, Inc.
          dba Viking Pools Northeast, Inc.
          dba Viking Pools, Inc.
          dba Viking Pools Central, Inc.
          dba Composite Pool Corp.
          dba Viking Management Services, Inc.
          dba Loudon Plastics, Inc.
        787 Watervliet-Shaker Road
        Latham, NY 12110

Bankruptcy Case No.: 09-14490

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
Latham Manufacturing Corp.                 09-14491
Viking Pools, LLC                          09-14494
Coverstar, LLC                             09-14493
Kafko (US) Corp.                           09-14492

Chapter 11 Petition Date: December 22, 2009

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

Judge: Christopher S. Sontchi

About the Business: Latham International is the largest
                    manufacturer of swimming pool components and
                    pool accessories in North America. Latham
                    offers a broad product line, including in-
                    ground and above ground vinyl liners, polymer
                    and steel pool wall systems, fiberglass pools,
                    steps, ladders, pool safety covers, automatic
                    pool covers and a variety of other pool  
                    related accessories sold under recognized
                    brand names such as Pacific Pools, Ft. Wayne
                    Pools, Elite, Sterling, Kafko, Performance,
                    Technican, Triac, Viking, CPC and Coverstar.
                    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.

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

                  Michael Seidl, Esq.
                  Pachulski, Stang,Ziehl,Young & Jones
                  919 N. Market Street, Suite 1600
                  PO Box 8705
                  Wilmington, DE 19899-8405
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  Email: mseidl@pszyj.com

                  Timothy P. Cairns, Esq.
                  Pachulski Stang Young & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 652-4100
                  Fax: (302) -652-4400
                  Email: tcairns@pszjlaw.com
                  
Estimated Assets: $50,000,001 to $100,000,000  

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

A list of the Company's 35 largest unsecured creditors is
available for free at:

            <http://bankrupt.com/misc/deb09-14490.pdf>http://bankrupt.com/misc/deb09-14490.pdf

Debtor's List of 35 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
MatlinPatterson            Sub Debt               $41,873,567
Global Opportunities
Partners III L.P. and
MatlinPatterson
Global Opportunities
Partners (Cayman)
III L.P.
520 Madison
Avenue
35th Floor
New York, NY 10022-4213

Pool Partners LLP          Seller Note            $7,822,000
c/o Summer Street
Capital Partners
70 W. Chippewa
Street, Suite 500
Buffalo, NY 14202

Huersch Inc.               Trade Debt             $223,478
12 Enterprise Avenue
Clifton Park, NY 12065

OMNOVA Solutions Inc.      Trade Debt             $91,832

Mercer Color Corporation   Printing               $79,026

Composites One LLC         Trade Debt             $70,139

Michael R. Gissy           Property Taxes         $63,054

Canadian General Tower     Trade Debt             $58,857

Pasco County Taxes         Property Taxes         $47,328

Huie, Fernambucq & Stewart Legal Services         $39,533

Primex Plastics Corp       Trade Debt             $35,519

American Cord & Webb       Trade Debt             $35,497

Midland Central Appraisal  Property Taxes         $34,883
District

Bamberger Polymers Inc.    Trade Debt             $30,439

I2M                        Trade Debt             $29,553

Marion County Treasurer    Property Taxes         $28,422

Saratoga Packaging         Trade Debt             $28,086
Specialties

Tencate Geosynthetic       Trade Debt             $27,972

Spartech                   Trade Debt             $25,127

GAIA Tech, Inc.            Consultant             $18,924

Zodiac Pool Sytems Inc.    Trade Debt             $18,859

Astral                     Trade Debt             $18,795
                    
Worthington Steel          Trade Debt             $16,398

Tritech Fall Protection    Consultant             $15,400
Systems Inc.

DOFASCO                    Trade Debt             $13,444

Polyfil Corporation        Trade Debt             $13,126

Channel Prime Allica       Trade debt             $11,725

Foster Gill                Rent                   $11,700

Polytuf Brands             Trade Debt             $10,998

Lumite Inc.                Trade Debt             $9,550

JB Tool & Die              Trade Debt             $9,200

James Zanzer               Rent                   $9,000

Mate Precision Tooli       Trade Debt             $7,725

Pexco Athol                Trade Debt             $7,560

Nova Packaging             Trade Debt             $7,001

The petition was signed by Mark Laven, president and chief
executive officer of the Company.


LAUREATE EDUCATION: Bank Debt Trades at 11.42% Off
--------------------------------------------------
Participations in a syndicated loan under which Laureate
Education, Inc., is a borrower traded in the secondary market at
88.58 cents-on-the-dollar during the week ended Thursday, Dec. 24,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.58 percentage points from the previous week, The Journal
relates.  The loan matures on Aug. 17, 2014.  The Company pays 325
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B1 rating and Standard & Poor's B rating.  
The debt is one of the biggest gainers and losers among 173 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Thursday.

Laureate Education, Inc., is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with 26 institutions in 15
countries, offering academic programs to about 311,000 students
through 74 campuses and online delivery.  Laureate offers a broad
range of career-oriented undergraduate and graduate programs
through campus-based universities located in Latin America,
Europe, and Asia.  Through online universities, Laureate offers
the growing population of non-traditional, working-adult students
the convenience and flexibility of distance learning to pursue
undergraduate, master's and doctorate degree programs in major
career fields including engineering, education, business, and
healthcare.  Laureate had revenues of approximately $1.4 billion
in fiscal 2007.


LAZY DAYS: Completes Restructuring; Wayzata Became New Owner
------------------------------------------------------------
Margie Manning, senior staff writer at Tampa Bay Business
Journal, says Lazy Days' RV Center Inc. completed its financial
restructuring and Wayzata Investment Partners LLC became the
majority and controlling shareholder of the company.  The
Company's plan, filed on Nov. 5, 2009, would allow it to eliminate
about $137 million in bond debt.

Lazydays(R) -- <http://www.BetterLazydays.com/>http://www.BetterLazydays.com/-- was founded in
1976 with two travel trailers and $500.  Today, the company's
focus on unparalleled customer service has made Lazydays the
largest single-site RV dealership in North America.

Lazy Days' was acquired by Bruckmann Rosser Sherrill & Co.
II LP in May 2004 in a $217 million transaction. The company has
one mobile home and recreational vehicle sales and service
center on 126 acres near Tampa, Florida.

Lazy Days' R.V. Center Inc. filed for Chapter 11 on November 5
(Bankr. D. Del. Case No. 09-13911).  The Company's legal advisor
is Kirkland & Ellis LLP and its financial advisor is Macquarie
Capital (USA) Inc.


LEHMAN BROTHERS: LB Somerset Files for Chapter 11
-------------------------------------------------
LB Somerset LLC has filed for Chapter 11 bankruptcy protection,
becoming the latest unit of the failed investment bank Lehman
Brothers Holdings Inc. to file for court-ordered protection,
according to Law360.

Lehman Brothers Holdings Inc. -- <http://www.lehman.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


LEVEL 3 COMMS: Bank Debt Trades at 10.25% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications, Inc., is a borrower traded in the secondary market
at 89.75 cents-on-the-dollar during the week ended Dec. 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.20
percentage points from the previous week, The Journal relates.  
The loan matures March 1, 2014.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B1 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 173 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Thursday.

As reported by the Troubled Company Reporter on June 30, 2009,
Fitch Ratings lowered the rating assigned to the Company's
convertible subordinated notes to 'CC/RR6' from 'CCC-/RR6'.  The
rating action brings the subordinated note ratings in line with
Fitch's revised rating definition and mapping criteria.  
Approximately $484 million of convertible subordinates notes
outstanding as of March 31, 2009, was affected by Fitch's action.  
As of March 31, 2009, LVLT had approximately $6.4 billion of debt
outstanding.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LIQUIDMETAL TECHNOLOGIES: Earns $969,000 in Q3 2009
---------------------------------------------------
Liquidmetal Technologies, Inc., and subsidiaries reported a net
income of $969,000 on revenue of $4,209,000 for the three months
ended September 30, 2009, compared with a net loss of $675,000 on
revenue of $5,041,000 for the same period of 2008.

Loss from operations was $390,000 for the current quarter compared
to a loss from of operations of $446,000 for the same period last
year.

Change in value of warrants increased to a gain of $2,015,000, or
48% of revenue, for the three months ended September 30, 2009,
from a gain of $989,000, or 20% of revenue, for the three months
ended September 30, 2008.  The change in value of warrants
consisted of warrants issued from convertible and subordinated
notes and convertible preferred stocks issued between 2004 and
2009 primarily as a result of fluctuations in the Company's stock
price.

Change in the value of conversion feature liability from the
Company's convertible notes resulted in a gain of $474,000, or 11%
of revenue, during the three months ended September 30, 2009, from
a gain of $642,000, or 13% of revenue, for the three months ended
September 30, 2008, primarily as a result of fluctuations in the
Company's stock price.

Interest expense was $1,055,000, or 25% of revenue, for the three
months ended September 30, 2009, and was $1,860,000, or 37% of
revenue, for the three months ended September 30, 2008.  Interest
expense consists primarily of debt discount amortization and
interest accrued on outstanding convertible and subordinated
notes, borrowings under a factoring, loan, and security agreement,
a revolving loan agreement, and the Kookmin Bank of South Korea
loan.  The decrease was due to certain of the Company's
convertible and subordinated notes retired during the second
quarter of 2009.

                       Nine Months Results

For the nine months ended September 30, 2009, net income was
$2,413,000 on revenue of $11,320,000, compared to a net loss of
$1,837,000 on revenue of $17,478,000 for the same period last
year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $13,632,000 in total assets and $29,477,000 in total
liabilities, resulting in a $15,845,000 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $4,287,000 in total current
assets available to pay $17,708,000 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at <http://researcharchives.com/t/s?4c40>http://researcharchives.com/t/s?4c40

                       Going Concern Doubt

The Company has experienced losses from continuing operations
during the last three fiscal years and has an accumulated deficit
of $159,844,000 as of September 30, 2009.  Cash used in operations
for the nine months ended September 30, 2009, was $1,854,000; and
cash flow from operations will likely be negative throughout
fiscal year 2009.  As of September 30, 2009, the Company's
principal sources of liquidity are $121,000 of cash and $2,349,000
of trade accounts receivable.  

"Such conditions raise substantial doubt that the Company will be
able to continue as a going concern."  

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.  


LUCKEY INDUSTRIAL: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Luckey Industrial, LLC
        c/o The Le Plastrier Companies
        19800 MacArthur Blvd., Suite 1500
        Irvine, CA 92612

Bankruptcy Case No.: 09-24209

Chapter 11 Petition Date: December 21, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Richard W. Esterkin, Esq.
                  300 S Grand Ave 22nd Fl
                  Los Angeles, CA 90071-3132
                  Tel: (213) 612-2500
                  Fax: (213) 612-2501
                  Email: resterkin@morganlewis.com

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

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

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

             <http://bankrupt.com/misc/cacb09-24209.pdf>http://bankrupt.com/misc/cacb09-24209.pdf

The petition was signed by Geoffrey R. Le Plastrier.


LYONDELL CHEMICAL: Has Substantial Creditor Support for Plan
------------------------------------------------------------
LyondellBasell on Christmas Eve said that, in continuing its
efforts to progress towards emergence from bankruptcy protection,
it has:

    * filed a motion to approve a settlement of various claims
      asserted against its prepetition secured senior and bridge
      lenders (the Lender Litigation Settlement);

    * filed a motion to approve an Equity Commitment Agreement
      (ECA) it entered into on Dec. 11, 2009;

    * filed a Second Amended Plan of Reorganization (Plan) and
      Second Amended Disclosure Statement (Disclosure Statement);
      And

    * entered into a Plan Support Agreement (PSA) with holders of
      significant amounts of its prepetition secured debt.

The Lender Litigation Settlement, which remains subject to court
approval, would resolve various claims against LyondellBasell's
prepetition secured senior and bridge lenders (the Settling
Lenders) alleging that their liens and guarantees should be
avoided by, among other things, (a) providing $300,000,000 to be
shared among general unsecured creditors of relevant debtors and
(b) establishing and funding a litigation trust to pursue certain
claims against parties other than the Settling Lenders for the
benefit of those general unsecured creditors. Approval of the
Lender Litigation Settlement will help pave the way to
LyondellBasell's emergence from Chapter 11.

Under the ECA, which also is subject to bankruptcy court approval,
a group consisting of an affiliate of Apollo Management VII, L.P.;
an affiliate of Access Industries; and Ares Corporate
Opportunities Fund III, L.P. has agreed to backstop the equity
rights offering contemplated by the Plan by purchasing any shares
of common stock not subscribed for by certain senior creditors as
part of the rights offering contemplated by Plan. The Plan
contemplates that an aggregate of $2.8 billion will be raised
through the purchase of equity contemporaneously with emergence
from Chapter 11. The ECA does not prohibit the company from
considering other bona fide proposals it may receive with respect
to the purchase of its equity upon emergence.

The Plan and Disclosure Statement have been revised to implement
the Lender Litigation Settlement, assuming it is approved, and the
current state of agreement among various creditor constituents.
Among other things these documents have been revised to reflect
the agreement reached with substantial holders of the senior and
bridge debt to convert approximately $18 billion of senior and
bridge debt into common equity under the Plan and the allocation
of such equity in the reorganized LyondellBasell between the
holders of such debt if the Plan is confirmed.

The PSA represents an agreement with holders of majorities of
LyondellBasell's senior and bridge debt to support the Plan. The
PSA represents an important and significant step toward obtaining
a consensual reorganization for LyondellBasell.

The rights offering will not commence until after the company's
disclosure statement has been approved by the bankruptcy court.

Equistar Chemical is an indirect subsidiary of LyondellBasell
Industries, one of the world's largest polymers, petrochemicals
and fuels companies.  LyondellBasell is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
LyondellBasell -- <http://www.lyondellbasell.com/>http://www.lyondellbasell.com/-- is privately  
owned by ProChemie GmbH, a joint venture of Access Industries and
ProChemie Holding Ltd.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MACC PRIVATE: Receives Non-Compliance Notice From Nasdaq
--------------------------------------------------------
On December 17, 2009, MACC Private Equities Inc. received a notice
from the staff of the Nasdaq Stock Market, indicating the Company
is not in compliance with Nasdaq Listing Rule 5605 because it no
longer complies with Nasdaq's audit committee requirements.  As
previously reported in the Company's Form 8-K filed on
December 11, 2009, Geoffrey T. Woolley resigned as a director of
the Company on December 8, 2009, resulting in the non-compliance
with Nasdaq Listing Rule 5605.  However, consistent with Listing
Rule 5605(c)(4)(A), Nasdaq will provide the Company a cure period
in order to regain compliance as follows:

   -- until the earlier of the Company's next annual shareholders'
      meeting or December 8, 2010; or

   -- if the next annual shareholder's meeting is held before
      June 7, 2010, then the Company must evidence compliance no
      later than June 7, 2010.

The Company must submit to Nasdaq documentation, including
biographies of any new directors, evidencing compliance with the
rules no later this date.  In the event the Company does not
regain compliance by this date, Nasdaq rules require the Nasdaq
staff to provide written notification to the Company that its
securities will be delisted.  At this time, the Company may appeal
the delisting determination to a Hearings Panel.

The Company intends to regain compliance with Nasdaq Listing Rule
5605 audit committee requirements prior to the expiration of the
cure period provided pursuant to the Nasdaq rules.

MACC is a business development company in the business of making
investments in small businesses in the United States.  MACC common
stock is traded on the Nasdaq Capital Market under the symbol
"MACC."

MACC Private Equities Inc. (Nasdaq: MACC) is a business
development company in the business of making investments in small
businesses in the United States.  MACC common stock is traded on
the Nasdaq Capital Market under the symbol "MACC."


MAGNA ENTERTAINMENT: Files Seventeenth Default Status Report
------------------------------------------------------------
Magna Entertainment Corp. its seventeenth bi-weekly default status
report under National Policy 12-203 of the Canadian Securities
Administrators, pursuant to which MEC announced that it would not
be filing its Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, nor would it be filing quarterly reports on
Form 10-Q, with the U.S. Securities and Exchange Commission or the
Canadian securities regulators during the period it continues to
operate its business as a debtor-in-possession under the United
States Bankruptcy Code.  Since announcing the original notice of
default on March 26, 2009, and filing its first default status
report on April 7, 2009, its second default status report on
April 28, 2009, its third default status report on May 29, 2009,
its fourth default status report on June 12, 2009, its fifth
default status report on June 26, 2009, its sixth default status
report on July 10, 2009, its seventh default status report on
July 24, 2009, its eighth default status report on August 7, 2009,
its ninth default status report on August 25, 2009, its tenth
default status report on September 9, 2009, its eleventh default
status report on September 23, 2009, its twelfth default status
report on October 14, 2009, its thirteenth default status report
on October 28, 2009, its fourteenth default status report on
November 11, 2009, its fifteenth default status report on
November 25, 2009 and its sixteenth status report on December 9,
2009, there have not been any material changes to the information
contained therein, nor any failure by MEC to fulfill its
intentions stated therein, and there are no additional defaults or
anticipated defaults subsequent thereto.  The Company intends to
file its next default status report on January 6, 2010.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGUIRE PROPERTIES: CA Capital Ceases to Be 5% Shareholder
----------------------------------------------------------
The California Capital Limited Partnership; Themba LLC; The Themba
2005 Trust I; The Themba 2005 Trust II; The California Capital
Trust; Dr. Patrick Soon-Shiong; and Steven H. Hassan, disclosed
holding 2,392,406 shares or roughly 4.99% of Maguire Properties,
Inc., common stock as of December 23, 2009.

On December 21, 2009, CA Capital sold 1,109,200 shares of Common
Stock, through open market transactions over the NYSE, at an
average sale price of approximately $1.5212 per share.  In
addition, on December 22, CA Capital sold 417,750 shares of Common
Stock, through open market transactions over the New York Stock
Exchange, at an average sale price of approximately $1.4405 per
share.  

On December 23, 2009, CA Capital sold 730,644 shares of Maguire
Common Stock, through open market transactions over the New York
Stock Exchange, at an average sale price of approximately $1.5102
per share.  After giving effect to such sales, CA Capital et al.
may be deemed to beneficially own 2,392,406 shares of Common
Stock, representing approximately 4.99% of the outstanding Common
Stock.  As a result of such sales, CA Capital et al. ceased,
effective December 23, to be beneficial owners of more than 5% of
the outstanding Common Stock.

                  About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG) --
<http://www.maguireproperties.com/>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.

Maguire posted a net loss of $48.58 million on total revenue of
$126.32 million for the quarter ended September 30, 2009, from a
net loss of $67.75 million on total revenue of $123.86 million for
the same period a year ago.  The Company posted a net loss of
$533.80 million on total revenue of $378.06 million for the
nine months ended September 30, 2009, from a net loss of
$231.79 million on total revenue of $379.24 million the prior
year.  At September 30, 2009, Maguire had $4.17 billion in total
assets against $4.69 billion in total liabilities.


MANUEL GENE: Files Schedules of Assets & Liabilities
----------------------------------------------------
Manuel Gene Bettencourt and Thelma Jean Bettencourt filed with the
U.S. Bankruptcy Court for the District of Arizona its schedules of
assets and liabilities, disclosing:

  Name of Schedule                 Assets           Liabilities
  ----------------                 ------           -----------

A. Real Property               $4,880,000

B. Personal Property           $3,506,250

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                    $3,553,759

E. Creditors Holding
   Unsecured Priority
   Claims                                                    $0

F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $2,150,756

                              -------------         ------------
TOTAL                           $8,386,250           $5,704,515

Fountain Hills, Arizona-based Manuel Gene and Thelma Jean
Bettencourt filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. D. Ariz. Case No. 09-32420).  J. Kent
Mackinlay, Esq., at Warnock, Mackinlay & Carman, PLLC, assists the
Debtors in their restructuring efforts.  The Debtors listed more
than $100,000,000 in assets and more than $100,000,000 in
liabilities.


MANUEL GENE: List of Seven Largest Unsecured Creditors
------------------------------------------------------
Manuel Gene and Thelma Jean Bettencourt filed with the U.S.
Bankruptcy Court for the District of Arizona a list of its seven
largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at <http://bankrupt.com/misc/azb09-32420.pdf>http://bankrupt.com/misc/azb09-32420.pdf

Fountain Hills, Arizona-based Manuel Gene and Thelma Jean
Bettencourt filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. D. Ariz. Case No. 09-32420).  J. Kent
Mackinlay, Esq., at Warnock, Mackinlay & Carman, PLLC, assists the
Debtors in their restructuring efforts.  The Debtors listed more
than $100,000,000 in assets and more than $100,000,000 in
liabilities.


MANUEL GENE: Sec. 341 Creditors Meeting Set for Jan. 19
-------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Manuel
Gene Bettencourt's creditors on January 19, 2010, at 3:30 p.m. at
US Trustee Meeting Room, 230 N. First Avenue, Suite 102, Phoenix,
AZ (341-PHX).

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

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

Fountain Hills, Arizona-based Manuel Gene Bettencourt filed for
Chapter 11 bankruptcy protection on December 16, 2009 (Bankr. D.
Ariz. Case No. 09-32420).  J. Kent Mackinlay, Esq., at Warnock,
Mackinlay & Carman, PLLC, assists the Company in its restructuring
effort.  The Company listed more than $100,000,000 in assets and
more than $100,000,000 in liabilities.


MANUEL GENE: Taps Warnock MacKinlay as Bankruptcy Counsel
---------------------------------------------------------
Manuel Gene and Thelma Jean Bettencourt sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Arizona to employ Warnock, MacKinlay & Carman, P.L.L.C., as
bankruptcy counsel.

Warnock MacKinlay will advise the Debtors with their Chapter 11
case, deal with creditors, file appropriate pleadings, and file a
plan of reorganization.

Kent MacKinlay, an attorney at Warnock MacKinlay who is expected
to handle the case, will be paid $225 per hour for his services.

Mr. MacKinlay assures the Court that Warnock MacKinlay is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Fountain Hills, Arizona-based Manuel Gene and Thelma Jean
Bettencourt filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. D. Ariz. Case No. 09-32420).  The
Debtors listed more than $100,000,000 in assets and more than
$100,000,000 in liabilities.


MAPCO EXPRESS: Moody's Affirms Corporate Family Rating at 'B3'
--------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and Probability of Default Rating of MAPCO Express, Inc. Moody's
also assigned a new rating to the extended portion of the
company's revolving credit facility.  The outlook remains
negative.  

"The affirmation of the B3 Corporate Family Rating reflects the
company's high leverage and weak coverage and Moody's expectation
that credit metrics and liquidity will continue to be pressured by
weak economic conditions" stated Bill Fahy, Moody's Senior
Analyst.  "The negative outlook reflects the relatively near term
expiration and maturity of the company's bank credit facilities in
April 2011.  Failure to extend these facilities well in advance of
their expiration could lead to a downgrade" stated Fahy.  

Ratings affirmed and LGD point estimates updated are;

  -- Corporate Family Rating at B3

  -- Probability of Default Rating at B3

  -- $9.0 million secured revolving credit facility due 4/28/2010
     at B3 (LGD3, 48% from LGD3, 47%)

  -- $165 million secured term loan ($85 million outstanding as of
     9/30/09) due 4/28/2011 at B3 (LGD3, 48% from LGD3, 47%)

This rating was assigned:

  -- $99.05 million secured revolving credit facility due
     4/28/2011 at B3 (LGD3, 48%)

The outlook is negative

Moody's also assigned new ratings to the extended portion of the
company's amended and extended revolving credit facility.  The
portion of the facilities not being extended will be adjusted to
reflect the reduced amounts outstanding.  

Moody's last rating action for MAPCO occurred on August 29, 2008,
when the company's Corporate Family Rating was downgraded to B3
from B2 with a negative outlook.  

MAPCO Express, Inc, headquartered in Brentwood, Tennessee,
operates 452 convenience stores in the Southeastern United States.  
MAPCO is a wholly owned subsidiary of Delek US Holdings, Inc.,
which in turn is 74% beneficially owned by the Israeli
conglomerate Delek Group LTD.  Revenues for the last twelve months
ended September 30, 2009, were approximately $1.4 billion.  


MARTY SHOES: U.S. Trustee Wants Case Converted to Chapter 7
-----------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, asks the
U.S. Bankruptcy Court for the District of Delaware to convert the  
Chapter 11 cases of Marty Shoes Holdings, Inc. and its debtor-
affiliates to one under Chapter 7, or dismiss the case.

The U.S. Trustee relates that:

   -- there is no likelihood of rehabilitation;

   -- there was no Chapter 11 plan filed with the Court;  

   -- the Debtors failed to comply with the filing and reporting
      requirements of the Bankruptcy Code, Rules and Office of the
      U.S. Trustee; and

   -- the Debtors failed to file monthly operating reports or pay
      quarterly fees due.

Based in Secaucus, New Jersey, Marty Shoes Holdings, Inc. --
<http://www.martyshoes.com/>http://www.martyshoes.com/-- is a privately held Delaware   
corporation that owns 100% of the outstanding stock of Marty
Shoes, Inc.  Marty Shoes is a New Jersey corporation which
operates 47 retail shoe stores in New Jersey and New York.  Marty
Shoes also owns 100% of the stock of E Shoes.  E Shoes is a New
Jersey corporation which was engaged in the business of retail
shoe sales through the internet.  E Shoes terminated business
operations in August 2008.

The company, Marty Shoes, Inc. and E Shoe Sales, Inc. filed
separate petitions for Chapter 11 protection on Sept. 12, 2008
(Bankr. D. Del. Lead Case No. 08-12129).  Kevin Scott Mann, Esq.,
at Cross & Simon, LLC, represents the Debtors in their
restructuring efforts.  On Sept. 25, 2008, the United States
Trustee for the District of Delaware appointed an Official
Committee of Unsecured Creditors.  When Marty Shoes, Inc., filed
for protection from its creditors, it listed assets of between
$10 million and $50 million, and the the same range in debts.


MATRIX DEVELOPMENT: Delays Pay Refunds to Hillside Residents
------------------------------------------------------------
Sunwest Management Inc. said refunds that it owed to residents of
Hillside Retirement Community will be paid in full but not on
time.  The Company said it expects to pay the refund after it
emerges from bankruptcy.  It proposes to exit from protection by
March 31, 2010, according to NewRegister.com.

Headquartered in Portland, Oregon, Matrix Development Corp. aka
Legend Homes -- <http://www.legendhomes.com/>http://www.legendhomes.com/-- designs and builds
homes and condominiums.  The Company filed for Chapter 11
protection on June 10, 2008 (Bankr. D. Ore. Case No. 08-32798).
David A. Foraker, Esq., and Sanford R. Landress, Esq., at Greene &
Markley P.C.; and Stephen T. Boyke, Esq, at the Law Office of
Stephen T. Boyke, represent the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed between
$100 million and $500 million each in assets and debts.


MCCLATCHY CO: Board Approves Stock Awards to 4 Executives
---------------------------------------------------------
The Compensation Committee of the Board of Directors of The
McClatchy Company on December 15, 2009, approved awards of
restricted stock units and stock appreciation rights under the
Company's 2004 Stock Incentive Plan, as amended and restated to
certain employees of the Company including the Company's named
executive officers.  The number of restricted stock units granted
and the exercise price of the stock appreciation rights were
calculated based upon the closing price of the Company's Class A
common stock on December 15, 2009.

                      Restricted Stock Units

The restricted stock units vest in full on March 1, 2012.  
Pursuant to the terms of the restricted stock unit agreement if,
prior to the Vesting Date, the NEO's employment with the Company
is involuntarily terminated by the Company without Cause (as
defined in the RSU Agreement) or for Good Reason (as defined in
the RSU Agreement) or on account of death or Disability (as
defined in the RSU Agreement) or in the event of a change of
control of the Company, the award will become fully vested.  The
Compensation Committee of the Board of Directors approved a form
of RSU Agreement on December 15, 2009.  

                     Stock Appreciation Rights

The stock appreciation rights vest in four equal installments
beginning on March 1, 2011.  The exercise price of the stock
appreciation rights is $3.42 per share.

The number of restricted stock units and stock appreciation rights
subject to the awards to NEOs are:

                                Restricted    Stock
   Name             Title        Stock Units  Appreciation Rights
   ----             -----        -----------  -------------------
Gary B. Pruitt      Chairman,        450,000
                    President and
                    CEO

Patrick Talamantes  Vice President,   70,000          100,000
                    Finance, and
                    CFO

Robert Weil         VP-Operations     80,000          120,000

Frank R. J.
Whittaker           VP-Operations     80,000          120,000

                       About The McClatchy

The McClatchy Company (NYSE: MNI) -- <http://www.mcclatchy.com/>http://www.mcclatchy.com/--
is the third largest newspaper company in the United States, with
31 daily newspapers and approximately 50 non-dailies. McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
(Fort Worth) Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The (Raleigh) News & Observer.

At September 27, 2009, the Company had $3,325,395,000 in total
assets against $275,532,000 in total current assets and
$2,947,256,000 in total non-current liabilities.

                          *     *     *

As reported by the Troubled Company Reporter on July 2, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on McClatchy to 'CC' from 'SD' (selective default).  The
rating outlook is negative.  At the same time, S&P raised its
issue-level rating on each of McClatchy's senior unsecured notes
originally issued by Knight Ridder Inc. to 'C' from 'D'.  All
other outstanding ratings on the company were affirmed.

Moody's on June 29, 2009, lowered McClatchy's corporate family
rating to Caa2 from Caa1 and the probability of default rating to
Caa2/LD from Caa3 upon completion of an exchange offer of
$102.9 million of then existing senior unsecured notes for
$24.2 million of new 15.75% senior unsecured guaranteed notes due
July 2014.  At that time, Moody's also assigned a Caa1 rating
(LGD3 - 42%) to the new 2014 notes.  The PDR was subsequently
changed to Caa2 from Caa2/LD on July 2, 2009.


MCCLATCHY CO: Clarifies Retirement Plan's Exposure in Westridge
---------------------------------------------------------------
The McClatchy Company on December 1, 2009, provided additional
information to its employees regarding a retirement plan
investment with Westridge Capital Management.  The information has
been posted on the Company's intranet Web site for its employees.  

The McClatchy Company Retirement Plan inherited the investment in
the Westridge fund, which was an S&P 500 enhanced index fund, with
McClatchy's 2006 acquisition of Knight Ridder and the Knight
Ridder Pension Plan.

McClatchy told employees that various Web sites are reporting
information about a McClatchy Company Retirement Plan investment
that suffered losses as a result of a Wall Street scandal
involving Westridge Capital Management.

"These posts suggest that the loss has somehow imperiled our
pension plan.  While it is true that our pension plan does have an
investment in Westridge (an investment inherited as a result of
the Knight Ridder acquisition in 2006), the amount is relatively
small given the nearly $1 billion in assets held by our pension
plan.  In addition, we do expect to make a partial recovery of
these funds through a legal process that is well under way.  Any
losses our pension plan may ultimately suffer as a result of this
situation will not jeopardize the overall health of our pension
plan which is broadly diversified and generating healthy returns.  
Moreover, the anticipated loss and our expected recovery were
previously and appropriately accounted for and publicly disclosed
earlier this year," McClatchy said.

As of January 31, 2009, The McClatchy Company Retirement Plan had
$64.4 million invested with Westridge.

In February 2009, the FBI arrested two New York men, Paul
Greenwood and Stephen Walsh, who were principals of the Westridge
fund.  The two have been charged with running a fraudulent trading
and investment scheme through companies they controlled, including
Westridge Capital.  The two are accused of misappropriating
hundreds of millions of dollars of investor funds to finance their
lavish lifestyles.

Based on published reports, many other firms and institutions also
had investments with Westridge, including Wells Fargo, the
Sacramento County Employees' Retirement System, Carnegie Mellon
University and the Iowa Public Employees' Retirement System.

McClatchy publicly and appropriately disclosed and reported the
misappropriation soon after it was informed of the issue in its
2008 Form 10-K, which was filed with the SEC in February 2009.  At
that time, based on the knowledge the Company had, it estimated
its recovery of these investment funds to be only $15 million.

In the pension plan's Form 5500 filed in October 2009 with the
U.S. Department of Labor, McClatchy took the most conservative
approach in reporting the total loss from this investment of about
$77.8 million, which reflects the combination of market-related
losses from the beginning of 2008 and fraud and dishonesty.  
However, based on the Company's most recent communications with
the court-appointed receiver about its potential recovery, as well
the value of the investment on January 31, 2009, McClatchy expects
that loss to be closer to $32 million.

McClatchy's pension plan investments earned healthy returns of
22.05% for the first nine months of 2009.  Total assets in the
retirement plan as of September 30, 2009, were $970.5 million.

McClatchy is actively pursuing its pension plan's claim through
the legal process and court proceedings, and it now expects to
recover a substantial portion of the plan's investment.  However,
because this issue is still being litigated in both criminal and
civil proceedings, the actual recovery remains uncertain and
McClatchy is unable to comment further at this time.

                       About The McClatchy

The McClatchy Company (NYSE: MNI) -- <http://www.mcclatchy.com/>http://www.mcclatchy.com/--
is the third largest newspaper company in the United States, with
31 daily newspapers and approximately 50 non-dailies. McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
(Fort Worth) Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The (Raleigh) News & Observer.

At September 27, 2009, the Company had $3,325,395,000 in total
assets against $275,532,000 in total current assets and
$2,947,256,000 in total non-current liabilities.

                          *     *     *

As reported by the Troubled Company Reporter on July 2, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on McClatchy to 'CC' from 'SD' (selective default).  The
rating outlook is negative.  At the same time, S&P raised its
issue-level rating on each of McClatchy's senior unsecured notes
originally issued by Knight Ridder Inc. to 'C' from 'D'.  All
other outstanding ratings on the company were affirmed.

Moody's on June 29, 2009, lowered McClatchy's corporate family
rating to Caa2 from Caa1 and the probability of default rating to
Caa2/LD from Caa3 upon completion of an exchange offer of
$102.9 million of then existing senior unsecured notes for
$24.2 million of new 15.75% senior unsecured guaranteed notes due
July 2014.  At that time, Moody's also assigned a Caa1 rating
(LGD3 - 42%) to the new 2014 notes.  The PDR was subsequently
changed to Caa2 from Caa2/LD on July 2, 2009.


MCCLATCHY CO: Seeks Lenders' OK to Incur $875 Mil. of Secured Debt
------------------------------------------------------------------
The McClatchy Company has been in the process of exploring options
for refinancing its 2011 debt maturities.  McClatchy is currently
in the process of seeking an amendment to its Credit Agreement,
dated June 27, 2006, as amended, by and among McClatchy and Bank
of America, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer, JP Morgan Chase Bank, N.A., as Syndication Agent, and
other lenders thereto that, among other things, would amend the
Credit Agreement to provide flexibility to McClatchy to incur
approximately $875 million of senior secured refinancing debt.

Under the terms of the proposed amendment, the proceeds from any
incurrence of Senior Secured Refinancing Debt would be used to
reduce commitments and pay down amounts under the Credit Agreement
for consenting lenders as well as to refinance McClatchy's other
near-term public debt obligations.  In addition, the proposed
amendment would extend the maturity of the Credit Facility for up
to two years for consenting lenders.

The terms of the proposed amendment are preliminary and subject to
review and approval by the requisite lenders and the board of
directors of McClatchy and therefore subject to further revision
in connection with the amendment process.

                       About The McClatchy

The McClatchy Company (NYSE: MNI) -- <http://www.mcclatchy.com/>http://www.mcclatchy.com/--
is the third largest newspaper company in the United States, with
31 daily newspapers and approximately 50 non-dailies. McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
(Fort Worth) Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The (Raleigh) News & Observer.

At September 27, 2009, the Company had $3,325,395,000 in total
assets against $275,532,000 in total current assets and
$2,947,256,000 in total non-current liabilities.

                          *     *     *

As reported by the Troubled Company Reporter on July 2, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on McClatchy to 'CC' from 'SD' (selective default).  The
rating outlook is negative.  At the same time, S&P raised its
issue-level rating on each of McClatchy's senior unsecured notes
originally issued by Knight Ridder Inc. to 'C' from 'D'.  All
other outstanding ratings on the company were affirmed.

Moody's on June 29, 2009, lowered McClatchy's corporate family
rating to Caa2 from Caa1 and the probability of default rating to
Caa2/LD from Caa3 upon completion of an exchange offer of
$102.9 million of then existing senior unsecured notes for
$24.2 million of new 15.75% senior unsecured guaranteed notes due
July 2014.  At that time, Moody's also assigned a Caa1 rating
(LGD3 - 42%) to the new 2014 notes.  The PDR was subsequently
changed to Caa2 from Caa2/LD on July 2, 2009.


MERCER INTERNATIONAL: Moody's Changes Default Rating to 'Caa1/LD'
-----------------------------------------------------------------
Moody's Investors Service changed the Probability of Default
Rating of the Restricted Group of Mercer International Inc to
Caa1/LD from Ca following the completion of a transaction which
Moody's views as a distressed exchange.  At the same time, Moody's
confirmed Mercer's Caa1 Corporate Family Rating and the Caa2
rating on the 9.25% senior unsecured notes.  This concludes the
review for possible downgrade initiated on June 16, 2009.  
Additionally, the liquidity rating was raised to SGL-3 from SGL-4
and the ratings outlook is stable.  

Mercer announced on December 11, 2009 that it has completed an
exchange of $43.3 million of its $67.1 million 8.5% convertible
senior subordinated notes due October 2010 ("Old Notes"), which
are not rated by Moody's.  These notes were exchanged for new 8.5%
convertible senior subordinated notes due January 2012.  Moody's
views the transaction as a distressed exchange and has classified
it as a limited default by appending an LD designation to the
Probability of Default Rating.  The LD designation anticipates
that Mercer may complete an exchange of the remaining $24 million
in Old Notes, such as contemplated in the exchange offer announced
on December 18, 2009.  In approximately three business days,
Moody's will remove the LD designation.  

The confirmation of the Caa1 Corporate Family Rating reflects
Mercer's improved liquidity profile and Moody's expectation that
revenue and earnings will pick up significantly in 2010.  The
company was recently allocated C$58m in credits under the Canadian
government's Pulp and Paper Green Transformation Program, most of
which will fund remaining construction on the Mercer's Celgar
green energy project.  This biomass project is expected to
materially boost EBITDA beginning in the fourth quarter of 2010
when the company begins selling electricity back to the grid.  
Additionally, the recent surge in pulp prices is expected to
positively impact near-term results, partly offset by the negative
effect of a weak US$.  The ratings continue to be constrained by
the vulnerability of Mercer's revenues and operating results to
highly cyclical commodity pulp prices and the considerable amount
of debt in Mercer's capital structure.  Though the company's near-
term maturity schedule has improved as a result of the distressed
exchange, no debt was eliminated from the capital structure and
the entire US$67 million of convertible subordinated notes is due
by January 2012.  The ratings or outlook could be lowered if
Mercer is unable to permanently reduce debt to a more tenable
capital structure for such a highly cyclical business.  

Moody's expects Mercer's liquidity profile to be adequate over the
next twelve months, as reflected by the upgrade in the liquidity
rating to SGL-3 from SGL-4.  The company's near-term debt maturity
schedule has improved as a result of the completed exchange
described above, along with the maturity extensions of the
Rosenthal and Celgar revolving credit facilities to December 2012
and May 2013, respectively.  Although the committed amount of the
Rosenthal revolver was reduced to EUR25 from EUR40 million as part
of its amendment, the facility was undrawn at September 30, 2009.  
Mercer also reported a cash balance of EUR25 million at the end of
the third quarter.  With the recent strength in pulp prices, cash
flow from operations is expected to turn positive in 2010 and
adequately cover Mercer's capital expenditure and remaining debt
amortization requirements.  However, the SGL rating could be
downgraded if pulp prices or exchange rates change materially such
that accumulated cash and revolver availability are not expected
to be sufficient to meet the company's near-term cash needs.  

Moody's changed these ratings:

  -- Probability of Default Rating, to Caa1/LD from Ca
  -- Speculative Grade Liquidity Rating, to SGL-3 from SGL-4

Moody's confirmed these ratings:

  -- Corporate Family Rating, Caa1

  -- US$310 million 9.25% sr unsecured notes due February 2013,
     Caa2 (LGD4, 58%)

Moody's last rating action on Mercer occurred on July 16, 2009,
when the Probability of Default Rating was downgraded to Ca from
Caa1, following the company's announcement on July 13, 2009, that
it had commenced an exchange offer on its 8.5% convertible senior
subordinated notes due 2010.  

Mercer International Inc., a Washington-based corporation with
corporate offices in Vancouver, British Columbia, is one of the
largest producers of northern bleached softwood kraft pulp in the
world.  Operations are located primarily in eastern Germany and
western Canada with a consolidated annual production capacity of
approximately 1.4 million air-dried metric tones.  


METROMEDIA INT'L: Challenge to Special Litigation Committee Nixed
-----------------------------------------------------------------
Law360 reports that the judge overseeing MIG Inc.'s Chapter 11
case has rejected unsecured creditors' bid to bar the debtor from
appointing a special litigation committee, which they argued was
set up to protect sole shareholder CaucusCom Ventures Ltd.'s
position in the company's capital structure and stymie efforts to
restore value to the estate.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- <http://www.metromedia-group.com/>http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had $100 million to
$500 million in assets and $100 million to $500 million in
debts.  In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


MICHAELS STORES: Bank Debt Trades at 10.28% Off
-----------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 89.72 cents-
on-the-dollar during the week ended Dec. 24, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.81 percentage
points from the previous week, The Journal relates.  The loan
matures on Oct. 31, 2013.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among 173 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Thursday.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.


MISCOR GROUP: Sells AMP Montreal Biz to Novatech for $1.5MM
-----------------------------------------------------------
MISCOR Group, Ltd., on December 23, 2009, unveiled a comprehensive
restructuring plan designed to refocus the Company on its core
industrial services business.  The restructuring plan includes a
number of organizational changes and the sale of non-core
businesses based on the Company's refocused vision.

On Monday, December 21, MISCOR completed the sale of its AMP-
Montreal business unit, one of its businesses in the Rail Service
Segment.  AMP was sold to Novatech, Inc. of Montreal for
$1.5 million, including $1.1 million in cash and a note for
$400,000 to be paid over three years.  The sale follows MISCOR's
recent announcement that it would pursue divestures of certain
businesses that did not align with its long-term vision.

The restructuring plan also calls for MISCOR to divest its
remaining subsidiaries in the Rail Services segment, as well as
its Construction Services subsidiaries, allowing MISCOR to
concentrate on industrial and utility services as the refocused
vision for the company.

"We see long-term growth opportunities in the industrial services
segment, including the wind and utility markets, as well as the
heavy industrial market we have traditionally served. The
restructuring plan calls for the Company to focus its energy and
resources in these core markets," said John A. Martell, President
and CEO of MISCOR Group.  "Macro-economic conditions have created
many challenges for industrial service companies in the last year,
but we remain convinced that those who survive will be faced with
tremendous growth opportunities.  We are positioning MISCOR to
participate in the expected turnaround in industrial services by
reducing our cost structure, outsourcing non-core functions, and
realigning our management team."

As part of its current restructuring, MISCOR is reorganizing and
reducing the cost of its management structure.  James Lewis, Vice
President, Secretary and General Counsel, has resigned his role as
Vice President of MISCOR but continues to serve the Company on a
consulting basis as outside General Counsel and Secretary.  Bernie
DeWees has stepped down as President of Magnetech Industrial
Services but continues to serve Magnetech as a consultant to the
Industrial Services leadership team.  Edward Matheny, Vice
President, Sales and Marketing of Magnetech Industrial Services,
has been elevated to Executive Vice President and will oversee
Magnetech operations while continuing to lead Magnetech's sales
and marketing team.

Mr. Martell continued: "We are excited to have Ed Matheny take on
a greater role for Magnetech. He will continue to work closely
with Bernie DeWees, but this promotion will engage Ed's dynamic
management skills with the operating side of our industrial
services business. I will continue to provide oversight and
strategic direction to the industrial service business."

The Company has retained Western Reserve Partners LLC, based in
Cleveland, to help with the divestiture of its remaining Rail
Services subsidiaries.  The Company is also in discussions
regarding the potential sale of MISCOR's Construction Services
subsidiaries to Mr. Martell.

Mr. Martell concluded: "We are pleased with the progress we've
made to ensure that our Company remains positioned and
appropriately structured to achieve sustainable long-term growth
and profitability.  MISCOR began as an industrial services
company, and it is time to return to our core business.  We expect
that our rail and construction businesses will enjoy greater
success as independent companies after their divestiture, without
the capital constraints caused by being part of MISCOR in this
difficult economic period.  The proceeds from these transactions
will pay down part of the Company's debt, with any remaining
proceeds expected to provide working capital to help fuel the
growth we anticipate within Magnetech Industrial Services in the
coming year."

                           About MISCOR

South Bend, Indiana-based MISCOR Group, Ltd. (OTC Bulletin Board:
MIGL) currently provides electrical and mechanical solutions to
industrial, commercial and institutional customers through three
segments: Industrial Services, consisting of the Company's
maintenance and repair services to several industries including
electric motor and wind power and repairing, manufacturing, and
remanufacturing industrial lifting magnets for the steel and scrap
industries, Construction and Engineering Services, consisting of
MISCOR's electrical and mechanical contracting services, mainly to
industrial, commercial, and institutional customers, and Rail
services, consisting of the Company's manufacturing and rebuilding
of power assemblies, engine parts, and other components related to
large diesel engines and its locomotive maintenance,
remanufacturing, and repair services for the rail industry.

At October 4, 2009, the Company's consolidated balance sheets
showed total assets of $60.8 million, total liabilities of
$28.9 million, and stockholders' equity of $31.9 million.

                      Going Concern Doubt

On September 16, 2009 the Company and Wells Fargo executed a Fifth
Amendment to the Credit Agreement.  The Fifth Amendment amended
the Credit Agreement to, among other things, extend until
October 31, 2009, the previously agreed upon requirement for the
Company to raise $2,000,000 in additional capital through
subordinated debt, asset sales, or additional cash equity.  As of
November 23, 2009, the Company has not succeeded in raising all of
the $2,000,000 of additional capital.

Wells Fargo has not declared an event of default under the Credit
Agreement as a result of the failure to raise all of the
additional required capital.  The Company is continuing
discussions with Wells Fargo regarding an extension of the
requirement to raise additional capital or other arrangements
under which Wells Fargo would refrain from exercising their rights
under the bank credit facilities as a result of the above-
mentioned failure to raise additional capital.

If Wells Fargo demands immediate repayment of the Company's
outstanding borrowings under the bank credit facilities, the
Company does not currently have means to repay or refinance the
amounts that would be due.

If Wells Fargo were to exercise its remedies and foreclose on the
Company's assets, there would be substantial doubt about the
Company's ability to continue as a going concern.


MORTGAGEBROKERS.COM: Earns $741,630 in Q3 2009
----------------------------------------------
MortgageBrokers.com Holdings, Inc., and subsidiaries reported net
income of $741,630 on revenues of $5,024,799 for the three months
ended September 30, 2009, compared with a net loss of $562,510 on
revenues of $5,420,443 for the comparable period last year.

For the nine months ended September 30, 2009, net income was
$821,369 on revenues of $12,022,101, compared with a net loss of
$186,100 on revenues of $11,854,060 for the same period last year.

The Company's operating expenses decreased in the third quarter of
2009 by 28% over the same period in 2008 to $4,282,243.  Included
in operating expenses is a negative charge in the amount of
$739,258 representing a recovery of accrued legal judgement
expenses related to the final settlement agreement with Trisan
Equitable Corporation.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $1,478,570 in total assets and $1,982,995 in total
liabilities, resulting in a $504,425 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,364,303 in total current
assets available to pay $1,874,828 in total current liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at <http://researcharchives.com/t/s?4c5c>http://researcharchives.com/t/s?4c5c

                       Going Concern Doubt

The Company's ability to continue as a going concern is contingent
upon its ability to secure additional debt or equity financing,
continue to grow sales of its services and achieve profitable
operations.  Management's plan is to secure additional funds
through future debt or equity financings.  Such financings may not
be available or may not be available on reasonable terms to the
Company.  The issuance of additional equity securities by the
Company could result in a significant dilution in the equity
interests of the Company's current stockholders.  Obtaining
commercial loans, assuming those loans would be available, will
increase the Company's liabilities and future cash commitments.

The Company believe the above conditions raise substantial doubt
about the Company's ability to continue as a going concern.

                About MortgageBrokers.com Holdings

Based in Concord, Ontario, Canada, MortgageBrokers.com Holdings,
Inc. (OTC BB: MBKR) and subsidiaries was organized under the laws
of the State of Delaware on February 6, 2003.

Mortgage brokerage operations are presently conducted through the
Company's subsidiaries, Mortgagebrokers.com Inc.,
MortgageBrokers.com Financial Group of Companies, Inc., MBKR
Holdings Inc. and MBKR Franchising Inc.  The planned operations of
the Company consist of becoming a financial services company
centered around mortgage finance, brokerage, sales and consulting
in Canada, the United States and the European Union.  The Company
had 426 licensed mortgage agents operating across Canada as of
September 30, 2009.


MUZAK HOLDINGS: Gets Court Nod for $108.7 Million Exit Financing
----------------------------------------------------------------
Muzak Holdings LLC and its debtor-affiliates obtained from the
U.S. Bankruptcy Court for the District of Delaware authorization
to:

  -- obtain exit financing from General Electric Capital
     Corporation, Silver Point Finance, LLC, and MFC Global
     Investment Management;

  -- use of estate funds to pay expenses; and

  -- pay the break-up fee, if any.

The exit lenders committed to provide $108,750,000 senior secured
exit facility.  Specifically, (i) GE Capital committed to provide
the entire amount of the revolving credit facility and the first-
out term loan facility; (ii) Silver Point committed to provide
$58,333,333 of the second-out term loan facility, either by (a)
funding the commitment directly, or (b) fulfilling the commitment
through the exchange of a portion of its prepetition secured
claims, on a dollar for a dollar basis, or a combination thereof;
and (iii) MFC committed to provide $10,416,667 of the second-out
term loan facility.

The Debtors will use the proceeds of the credit facilities to pay
down it existing prepetition senior secured credit facility and to
pay the other claims, cost and expenses contemplated by the Plan.
Amounts available under the credit facilities would be used to
provide funding for the Debtors' post-emergence working capital
requirements and other general corporate purposes on a go-forward
basis.

A break-up fee equal to 3.5% of the aggregate commitment would be
paid if the Debtors enter into an agreement for debt financing
with a third-party, on or prior to 4 months from the date of the
commitment letter.

                    About Muzak Holdings LLC

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
<http://www.muzak.com/>http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  Muzak's petition listed assets
of $324 million against debt of $465 million, including
$101 million owed on a senior secured credit facility,
$220 million in senior notes and $115 million in subordinated
notes.


M.W. SEWALL: Action to Enforce Guaranty Sent to Bankr. Court
------------------------------------------------------------
WestLaw reports that a district court action by a creditor against
the guarantors of a Chapter 11 debtor was "related to" the
bankruptcy proceeding as would give rise to the bankruptcy court's
jurisdiction.  The district court action seeking declaratory
judgment as to the validity and enforceability of the guaranty
agreements and an order to sell stock that the guarantors pledged
as collateral would therefore be transferred to the bankruptcy
court.  The creditor, which had a secured claim against the
bankruptcy estate, sought relief from the guarantors which would
change the creditor's status vis-a-vis other creditors, the
debtor's relationship to the underlying debt, and the amount of
the debtor's liabilities.  TD Bank, N.A. v. Sewall, --- F.Supp.2d
----, 2009 WL 4019815 (D. Me.) (Hornby, J.).

T.D. Bank, N.A. sued (Dist. Me. Case No. 09-cv-00307) Philip
Sewall and Mark Sewall to enforce their personal guaranties of
$2.5 million of $12 million loaned to M.W. Sewall & Co.

M.W. Sewall & Co. has also sued (Bankr. D. Me. Adv. Pro. No. 09-
_____) TD Bank to obtain a declaratory judgment that some of the
loans to the company were unenforceable because the bank "aided
and abetted a breach of fiduciary duty" by a company officer in
connection with some of the loans.  TD Bank denies the claims
raised in this adversary proceeding.

The Honorable D. Brock Hornby ruled that the Bankruptcy Court is
the best forum in which to resolve both suits and transferred T.D.
Bank's suit to the Bankruptcy Court for resolution.

Headquartered in Bath, Maine, M.W. Sewall & Co. is a family
business that operates convenience stores, gas stations,
carwashes, and service centers; sells and delivers heating oil and
propane; and sells and services heating equipment.  The Debtor
filed for Chapter 11 protection on March 27, 2009 (Bankr. D. Maine
Case No. 09-20400).  George J. Marcus, Esq. at Marcus, Clegg &
Mistretta, PA represents the Debtor in its restructuring efforts.  
The Debtor estimated assets of $10 million to $50 million and
debts of $10 million to $50 million in its chapter 11 petition.


NANOPHASE TECH: Granted 180-Day Grace Period to Regain Compliance
-----------------------------------------------------------------
Nanophase Technologies Corporation disclosed that on December 18,
2009, it received notice from the NASDAQ Stock Market that the
closing bid price of its common stock had fallen below $1.00 for
thirty consecutive business days and is currently not in
compliance with NASDAQ Listing Rule 5450(a)(1).  Nanophase has a
180-day grace period, ending June 16, 2010, to regain compliance
with the Rule.  To regain compliance, the bid price for the
Company's common stock must close at $1.00 or higher for a minimum
of 10 consecutive business days within the stated 180-day grace
period.

"Our strategy is just beginning to demonstrate the results we
expect to see throughout 2010, and we believe the first quarter
will be pivotal," commented Nanophase CEO Jess Jankowski.  "We are
well positioned for growth in highly targeted vertical markets and
are confident our stock price will reflect our success."

Under Listing Rule 5450(a)(1), if the company has not regained
compliance, by the close of the initial 180-day grace period, it
may be eligible for an additional grace period of 180 days, if it
meets the initial listing standards, with the exception of bid
price, for the NASDAQ Capital Market.  If the company is not
eligible for an additional grace period, it will receive
notification that its securities are subject to delisting, and it
may then appeal the delisting determination to a Hearings panel.

The notice from NASDAQ has no effect on the listing of the
Company's common stock at this time, and its common stock will
continue to trade on the NASDAQ Global Market under the symbol
"NANX."

                   About Nanophase Technologies

Nanophase Technologies Corporation (NANX) --
<http://www.nanophase.com/>http://www.nanophase.com/-- provides nanoengineered products and  
solutions for multiple industrial product applications.  Using a
platform of patented and proprietary integrated nanomaterial
technologies, the Company creates products with unique performance
attributes from two ISO 9001:2000 and ISO 14001 facilities.  
Nanophase delivers commercial quantity and quality nanoparticles,
coated nanoparticles, and nanoparticle dispersions in a variety of
media.


NATIONAL HOME: Inability to Reach Deal Prompts Chapter 11
---------------------------------------------------------
National Home Center filed for Chapter 11 bankruptcy when it
failed to reach a deal with its primary lender CIT Group.  The
company is now liquidating its west Little Rock, Arizona, home
center, and phasing out LBM in Bentonville, according Building-
Products.com.

Based in Springdale, Arizona, National Home Centers provides
materials for the building industry.


NAVISTAR INT'L: Reports $320 Million Net Income for Fiscal 2009
---------------------------------------------------------------
Navistar International Corporation said that, in the face of the
worst truck market in 47 years, the Company delivered strong
fourth-quarter net income, resulting in a solid profit for the
fiscal year ended Oct. 31, 2009.

"Despite current economic challenges, we have remained focused on
our three-pillar strategy which includes being profitable in the
toughest of times while investing in our future for profitable
growth," said Daniel C. Ustian, Navistar's chairman, president and
chief executive officer.

Driven by a pickup in fourth-quarter commercial truck volume and
continued military sales, the company reported 2009 fourth-quarter
net income of $86 million, equal to $1.19 of diluted earnings per
share, on sales and revenues of $3.3 billion.  Fourth-quarter 2009
earnings were reduced by charges and costs that totaled
$42 million (pre-tax), or $0.58 per diluted share.  The charges
included a $31 million asset impairment charge related to the
idling of the Chatham, Ontario, and Conway, Ark., manufacturing
facilities and an $11 million charge related to company's
refinancing of its capital structure.  In the fourth quarter a
year ago, Navistar reported a loss of $343 million, equal to $4.81
of diluted loss per share, on sales and revenues of $3.9 billion.  
The 2008 fourth-quarter loss resulted from asset impairment and
related charges of $385 million (pre-tax), or $5.37 per diluted
share, arising from strategic changes in the company's Ford diesel
engine business.

Net income for the fiscal year ended October 31, 2009, totaled
$320 million, equal to $4.46 of diluted earnings per share, on net
sales and revenues of $11.6 billion.  Net income benefited from a
settlement with Ford Motor Co. that totaled $160 million (pre-
tax), equal to $2.19 of diluted earnings per share.  Excluding the
Ford settlement and fourth-quarter charges and costs, fiscal 2009
net income would have totaled $205 million, equal to $2.86 of
diluted earnings per share.

In fiscal 2008, Navistar reported net income of $134 million,
equal to $1.82 of diluted earnings per share, on net sales and
revenues of $14.7 billion.  Earnings in 2008 were impacted by
asset impairment and other related charges of $395 million (pre-
tax), or $5.39 per diluted share, arising from strategic changes
in its Ford diesel engine business.  Without these costs, net
income would have been $528 million, equal to $7.21 of diluted
earnings per share.

Manufacturing segment profit was $232 million for the 2009 fourth
quarter and $836 million for the full year, compared with a
manufacturing segment loss of $168 million for the 2008 fourth
quarter and manufacturing segment profit of $693 million for the
full year.

"During one of the weakest economies we can recall, we are pleased
with our performance and our ability to continue to invest in the
long-term future of the business," said A.J. Cederoth, Navistar's
executive vice president and chief financial officer.  "As a
result, we believe we are well positioned to capitalize on a
variety of opportunities that lie ahead."

At October 31, 2009, the company had $10.027 billion in total
assets, including $1.212 billion in cash and cash equivalents,
against $11.766 billion in total liabilities, resulting in
$1.813 billion in stockholders' deficit.

The company had previously stated it anticipated manufacturing
cash balances for the year in the range of $700 million to
$800 million and it in fact closed 2009 with a manufacturing cash
balance of $1.2 billion compared with $751 million as of the prior
quarter ended July 31, 2009. "The steps taken in 2009 have
positioned us to move forward with our operations when the economy
continues to recover in 2010," Mr. Cederoth said.

Continuing on its path to meet the latest emissions requirements
through its advanced EGR (exhaust gas recirculation) MaxxForce(R)
engines, the company said it is prepared for a successful engine
launch in the months ahead.  In early December 28 IC Bus(TM)
school buses meeting 2010 emissions requirements were delivered to
the Columbus, Miss. school district, marking the first 2010-
compliant diesel buses to be delivered to its customers.  In
preparation for the launch of its 2010-compliant engines, Navistar
engineers have conducted extensive testing and validation over the
last two years, accumulating more than 15.7 million test miles.

"We believe that our customer-friendly solution positions our
products with a significant competitive advantage," said Mr.
Ustian.

The company continues to advance strategic joint venture and
acquisitions that align with its strategic goals, including NC2,
the company's global commercial truck joint venture with
Caterpillar Inc., the all-electric commercial truck venture with
Modec Limited of the United Kingdom, and the acquisition of the
engine components business from Continental Diesel Systems US,
LLC. In December, Navistar also completed its acquisition of the
cement mixer manufacturing business of Continental Mfg. Company,
Inc., and invested in Danish technology company Amminex, which
will offer it another tool to explore cost-effective, customer-
friendly technologies that fit the company's advanced EGR
platform.   The company believes these initiatives and expansions
will be key contributors to its future success.

"Our actions have enabled us to deliver exceptional 2009 results,
while simultaneously making it possible for us to succeed in an
improving economy and deliver continued profitability over the
next several years," said Mr. Ustian.  "The momentum established
in the wake of these accomplishments positions us well for long-
term success and to take on the challenges that 2010 will pose for
all in our industry."

The company anticipates that total truck industry retail sales
volume for Class 6-8 trucks and school buses in the United States
and Canada for the year ending Oct. 31, 2010, will be in the range
of 175,000 to 215,000 units.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at <http://ResearchArchives.com/t/s?4c2a>http://ResearchArchives.com/t/s?4c2a

A full-text copy of the Company's earnings release is available at
no charge at <http://ResearchArchives.com/t/s?4c29>http://ResearchArchives.com/t/s?4c29

A copy of the Slide Presentation for Fourth Quarter Financial
Results Web Cast held on December 22, 2009, is available at no
charge at <http://ResearchArchives.com/t/s?4c2b>http://ResearchArchives.com/t/s?4c2b

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
<http://www.Navistar.com/>http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

                         *     *     *

Navistar continues to carry Standard & Poor's Ratings Services'
'BB-' corporate credit ratings and 'BB-' issue-level rating.
Navistar caries Moody's Investors Service's 'B1' Corporate Family
Rating, 'B1' Probability of Default; and SGL-2 Speculative Grade
Liquidity rating.


NEIMAN MARCUS: Bank Debt Trades at 10% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 90.04
cents-on-the-dollar during the week ended Dec. 24, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.04 percentage
points from the previous week, The Journal relates.  The loan
matures on April 6, 2013.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's BB- rating.  The debt is one of
the biggest gainers and losers among 173 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Thursday.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a 'Caa1' Corporate Family Rating and 'Caa1'
Probability of Default Rating from Moody's Investors Service.


NEW GENERATION BIOFUELS: Receives Nasdaq Noncompliance Notice
-------------------------------------------------------------
New Generation Biofuels Holdings, Inc., on December 22, 2009,
received written notification from The Nasdaq Stock Market stating
that because the closing bid price of the Company's common stock
for the previous 30 consecutive business days was below the $1.00
per share minimum bid price requirement for continued listing on
The Nasdaq Capital Market, the Company is not in compliance with
Nasdaq Listing Rule 5550(a)(2).  This notification has no
immediate effect on the Company's listing on The Nasdaq Capital
Market or on the trading of the Company's common stock.  The
Company has been provided 180 calendar days, or until June 21,
2010, to regain compliance with the minimum bid price requirement.

The Company's common stock will continue to be listed and traded
on The Nasdaq Capital Market during the applicable grace period.
During the next 180 calendar days, the Company may regain
compliance with the minimum bid price requirement by maintaining a
closing bid price at or above $1.00 per share for at least ten
consecutive business days pursuant to Listing Rule 5810(c)(3)(A).
In the event the Company does not regain compliance with the Rule
prior to the expiration of the grace period, the Company may be
eligible for an additional 180-day grace period if at such time it
meets the initial listing standards of The Nasdaq Capital Market,
with the exception of the bid price requirement. The Company will
consider available options to regain compliance with the Nasdaq
minimum bid price requirements between now and June 21, 2010.

                   About New Generation Biofuels

Columbia, Maryland-based New Generation Biofuels Holdings, Inc.
(Nasdaq: NGBF) is a renewable fuels provider.  New Generation
Biofuels holds an exclusive license for North America, Central
America and the Caribbean to commercialize proprietary technology
to manufacture alternative biofuels from plant oils and animal
fats that it markets as a new class of biofuel for power
generation, commercial and industrial heating and marine use.  


NEXCEN BRANDS: Amends Employment Agreement with CFO Mark Stanko
---------------------------------------------------------------
NexCen Brands, Inc., reports that on December 14, 2009, the
Company and Mark Stanko, the Company's Chief Financial Officer and
Treasurer, entered into Amendment No. 1 to the Employment
Agreement by and among the Company, NexCen Franchise Management,
Inc. and Mr. Stanko dated November 12, 2008.

The Company's compensation committee of the board of directors
determined that certain amendments were appropriate to align Mr.
Stanko's benefits with those of other senior executive officers.  
Specifically, Amendment No. 1 provides that insurance premiums for
certain employee insurance programs and benefit plans will be paid
for by the Company effective as of June 30, 2009.  Except as set
forth, Amendment No. 1 does not materially amend the terms and
conditions of Mr. Stanko's original employment agreement.

                        About NexCen Brands

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a
strategic brand management company with a focus on franchising.
It owns a portfolio of franchise brands that includes two retail
franchise concepts: TAF(TM) and Shoebox New York(R) as well as
five quick service restaurant franchise concepts: Great American
Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R),
Pretzelmaker(R) and Pretzel Time(R).  The brands are managed by
NexCen Franchise Management, Inc., a subsidiary of NexCen Brands.

At September 30, 2009, the Company had total assets of
$103,027,000 against total liabilities of $151,536,000, resulting
in stockholders' deficit of $48,509,000.  At September 30, 2009,
the Company's accumulated deficit was $2,732,199,000.

In its financial report on Form 10-Q for the quarter ended
September 30, 2009, the Company said its "financial condition and
liquidity raise substantial doubt about our ability to continue as
a going concern."  According to the Company, "We are highly
leveraged; we have no additional borrowing capacity under our
credit facility; and the [Credit Facility with BTMU Capital
Corporation] imposes restrictions on our ability to freely access
the capital markets.  In addition, the BTMUCC Credit Facility
imposes various restrictions on our use of cash generated by
operations."


NEXCEN BRANDS: Amends Employment Deal with Gen. Counsel Sue Nam
---------------------------------------------------------------
NexCen Brands, Inc., reports that on December 15, 2009, the
Company and Sue Nam, the Company's General Counsel, entered into
Amendment No. 3 to the Employment Agreement by and between the
Company and Ms. Nam dated August 29, 2007, as amended.  Amendment
No. 3 is effective as of June 30, 2009.

The Company's compensation committee of the board of directors
determined that certain amendments were appropriate to give
additional incentives to Ms. Nam to help ensure her continued
employment with the Company.  Except as set forth, Amendment No. 3
does not materially amend the terms and conditions of Ms. Nam's
original employment agreement, as amended:

     -- Upon the completion of each calendar quarter during the
        term of the employment agreement, Ms. Nam will be entitled
        to receive a quarterly bonus, payable in cash, of $29,000
        per quarter commencing with the calendar quarter ended
        September 30, 2009.  Prior to Amendment No. 3, Ms. Nam was
        entitled to certain retention bonuses of the same amount
        that were payable on each of August 15, 2008, November 15,
        2008, February 14, 2009 and May 15, 2009.

     -- Ms. Nam will be entitled to receive transactional bonuses,
        payable in cash, of $50,000 each (i) upon the successful
        closing of a transaction for the recapitalization of the
        Company, refinancing of the Company's debt or a "Change in
        Control" (as defined in her employment agreement) and (ii)
        upon the filing with the Securities and Exchange
        Commission of all financial reports for fiscal year 2009
        deemed necessary by the Company.  Prior to Amendment
        No. 3, Ms. Nam was entitled to certain transactional
        bonuses of the same amount that were payable upon each of
        (i) the successful restructuring of the Company's credit
        facility, (ii) the sale of the Bill Blass business, (iii)
        the sale of the Waverly business, and (iv) continued
        employment through March 31, 2009.

     -- If (i) the Company terminates Ms. Nam's employment without
        "Cause" (as defined in her employment agreement), (ii) Ms.
        Nam terminates her employment for "Good Reason" (as
        defined in her employment agreement), or (iii) the Company
        does not renew the employment agreement at the end of any
        term, Ms. Nam will be entitled to receive a severance
        package consisting of (1) any unpaid base salary through
        and including the date of termination or resignation and
        any other amounts, including any declared but unpaid
        annual bonus or other entitlements, then due and owning to
        Ms. Nam, (2) the sum of (x) Ms. Nam's base salary (at the
        rate then in effect) for 12 months and (y) the amount of
        bonuses paid to Ms. Nam in the prior 12 month period, and
        (3) 12 months of continued health care coverage.  If Ms.
        Nam's employment is terminated by the Company without
        "Cause" or if Ms. Nam resigns for "Good Reason" within a
        year of a "Change of Control", Ms. Nam will be entitled to
        the same severance package.  Prior to Amendment No. 3, Ms.
        Nam was entitled to a reduced severance package in the
        event that the Company did not renew her employment
        agreement or if the Company terminated her employment
        without "Cause" or if Ms. Nam resigned for "Good Reason"
        during any renewal term.  Additionally, the amount of
        bonuses paid to Ms. Nam in the prior twelve months was
        only included in the "Change of Control" severance
        scenarios.  Amendment No. 3 harmonized all severance
        scenarios to provide for the same severance package.

                        About NexCen Brands

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a
strategic brand management company with a focus on franchising.
It owns a portfolio of franchise brands that includes two retail
franchise concepts: TAF(TM) and Shoebox New York(R) as well as
five quick service restaurant franchise concepts: Great American
Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R),
Pretzelmaker(R) and Pretzel Time(R).  The brands are managed by
NexCen Franchise Management, Inc., a subsidiary of NexCen Brands.

At September 30, 2009, the Company had total assets of
$103,027,000 against total liabilities of $151,536,000, resulting
in stockholders' deficit of $48,509,000.  At September 30, 2009,
the Company's accumulated deficit was $2,732,199,000.

In its financial report on Form 10-Q for the quarter ended
September 30, 2009, the Company said its "financial condition and
liquidity raise substantial doubt about our ability to continue as
a going concern."  According to the Company, "We are highly
leveraged; we have no additional borrowing capacity under our
credit facility; and the [Credit Facility with BTMU Capital
Corporation] imposes restrictions on our ability to freely access
the capital markets.  In addition, the BTMUCC Credit Facility
imposes various restrictions on our use of cash generated by
operations."


NEXTMEDIA GROUP: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: NextMedia Group, Inc.
        6312 South Fiddler's Green Circle, Ste. 205 E
        Greenwood Village, CO 80111

Bankruptcy Case No.: 09-14463

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
NextMedia Investors LLC                    09-14464
NextMedia Operating, Inc.                  09-14465
NM Licensing LLC                           09-14466
NextMedia Northern Colorado, Inc.          09-14467
NextMedia Outdoor, Inc.                    09-14468
NextMedia Franchising, Inc.                09-14469
NM Texas, Inc.                             09-14470
NextMedia Outdoor, LLC                     09-14471

Chapter 11 Petition Date: December 21, 2009

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

Judge: Peter J. Walsh

Debtors' Counsel: Richards Layton & Finger
                  Paul N. Heath, Esq.
                  Michael J. Merchant, Esq.
                  Chun I. Jang, Esq.
                  One Rodney Square
                  920 N King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: heath@rlf.com
                         merchant@rlf.com
                         jang@rlf.com

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

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

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

            <http://bankrupt.com/misc/deb09-14463.pdf>http://bankrupt.com/misc/deb09-14463.pdf

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Horry County Treasurer     Property Taxes         $66,656

Circle Graphics            Eco Poster Kits &      $60,884
                           Vinyl Production

Outdoor Specialist Inc.    Poster Panels-         $53,568
                           Digital Displays

Dielectric Communications  Antenna                $47,184
Division of SPX

Carrolton TWP Treasurer    Property Taxes         $19,151

Kramer Graphics Inc.       Vinyl Production       $16,162

Airkast Inc.               Website Infrastructure $16,000

Newsweb Radio Company      Property Taxes         $12,790

Shaw Electric Supply       Electric Supplies      $12,631

KATZ Media                 Commissions            $11,500

Tolar Mfg Co Inc           Bus Shelter            $10,880
                           Maintenance

Frank Mendoza Concrete     Concrete for Bus       $9,530
                           Shelters

BlueLinx Corporation       Operating Supplies     $8,474

Higgins Tower Service,     Tower Painting         $7,913
Inc.

Staples Business Advantage Office Supplies        $7,669

Koppers, Inc.              Material for           $7,471
                           Structures

Black Diamond Plumbing     A/C Unit for XMTR      $6,480
and Mechanical

Superior Signs             Structure Removal      $5,625

Sound Exchange, Inc.       Streaming Royalties    $4,492
(1121)

Georgetown County          Property Taxes         $4,480

Wisconsin Public Service   Illumination           $4,471

Blumfield TWP Treasurer    Property Taxes         $4,259
                    
Certified Computer         Software/Hardware      $3,959
Solutions                  Maintenance

Image Video                TV Football Broadcast  $3,852
Teleproductions, Inc.

Von Briesen & Roper, s.c.  Legal                  $3,713

Universal Sign Co., Inc.   Vinyl Installation     $3,615
(590)

Irvin Steel, Inc. (8105)   Supplies for Structure $3,498
                           Maintenance

Associated Posters, Inc.   Vinyl Production       $3,492

InterTech Media, LLC       Web Hosting            $3,431

Clear Channel Outdoor      Rent                   $3,360


The petition was signed by Eric W. Neumann, vice president and
chief financial officer of the Company.


NICHOLAS DELEO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Nicholas Deleo
                 dba RNL Builders
                 dba Sutton Design LTD
                 dba William B
                 dba IHOP
               Linda J. Deleo
                 dba RNL Builders
               3540 Longridge Ave
               Sherman Oaks, CA 91423

Bankruptcy Case No.: 09-27227

Chapter 11 Petition Date: December 21, 2009

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

Judge: Maureen Tighe

Debtors' Counsel: Stephen L. Burton, Esq.
                  15260 Ventura Blvd Ste 640
                  Sherman Oaks, CA 91403
                  Tel: (818) 501-5055
                  Fax: (818) 501-5849
                  Email: steveburtonlaw@aol.com

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

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

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

            <http://bankrupt.com/misc/cacb09-27227.pdf>http://bankrupt.com/misc/cacb09-27227.pdf

The petition was signed by the Joint Debtors.


NORTEL NETWORKS: Genband Offers $282MM for VOIP Business
--------------------------------------------------------
Nortel Networks Corporation and its principal operating subsidiary
Nortel Networks Limited, and certain of its other subsidiaries,
including Nortel Networks Inc. and Nortel Networks UK Limited (in
administration), have entered into a "stalking horse" asset sale
agreement with GENBAND, Inc. for the sale of substantially all of
the assets of its North America, Caribbean and Latin America and
Asia Carrier VoIP and Application Solutions business, and an asset
sale agreement with GENBAND for the sale of substantially all of
the assets of the Europe, Middle East and Africa portion of its
CVAS business for a purchase price of US$282 million, subject to
balance sheet and other adjustments currently estimated at
approximately US$100 million.

These agreements include the planned sale of substantially all
assets of the CVAS business globally including softswitching,
gateways and SIP applications.  These agreements also include all
patents and intellectual property that are predominantly used in
the CVAS business.

GENBAND has teamed with one of its existing shareholders, One
Equity Partners III, L.P., to assist in financing the proposed
purchase of Nortel's CVAS assets. OEP manages investments and
commitments for JP Morgan Chase & Co. in private equity
transactions.

Currently, subject to the terms of these agreements as well as any
changes that may occur through the stalking horse and sale
process, a significant majority of CVAS employees would have the
opportunity to continue employment with GENBAND.  This includes
the employees assigned to the CVAS business in certain EMEA
jurisdictions who would transfer to GENBAND by operation of law.

In early January, Nortel expects to seek U.S. and Canadian court
approvals for bidding procedures, including a bid deadline and
tentative auction date.

Commenting on the announcement, Samih Elhage, President of
Nortel's CVAS business said:

"The proposed transaction represents a clear and positive step
forward for Nortel's CVAS customers, employees, and business.
Today's announcement is a strong endorsement of our continued
leadership in the Carrier VoIP market where we have held the #1
position since 2002."

Elhage continued: "Nortel's industry-leadership in Carrier VoIP
would not be possible without the continued commitment and support
of our strong and loyal customer base of leading carriers across
the globe.  Throughout this process, Nortel will remain focused on
providing our customers the highest level of service, support and
responsiveness that they have come to expect from our team.
Today's news is also a testament to our employees, whose
commitment to innovation and customer support has ensured our
growth in market share in 2009 despite a challenging economy."

Nortel is the recognized leader in the Carrier VoIP space, having
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.

Details of Sale Process

Nortel will file the stalking horse asset sale agreement with the
United States Bankruptcy Court for the District of Delaware along
with a motion seeking the establishment of bidding procedures for
an auction that allows other qualified bidders to submit higher or
otherwise better offers, as required under Section 363 of the U.S.
Bankruptcy Code.  A similar motion for the approval of the bidding
procedures will be filed with the Ontario Superior Court of
Justice.  Following completion of the bidding process, final
approval of the U.S. and Canadian courts will be required.

In relation to the EMEA entities to which they are appointed, the
UK Joint Administrators have the authority, without further court
approval, to enter into the EMEA asset sale agreement on behalf of
those relevant Nortel entities.  In some EMEA jurisdictions, this
transaction is subject to information and consultation with
employee representatives and/or employees.

In addition to the processes and approvals outlined above,
consummation of the transaction is subject to the satisfaction of
regulatory and other conditions and the receipt of various
approvals, including governmental approvals in Canada and the
United States and the approval of the court in Israel.  The
agreements are also subject to purchase price adjustments under
certain circumstances.

As previously announced, Nortel does not expect that the Company's
common shareholders or the NNL preferred shareholders will receive
any value from the creditor protection proceedings and expects
that the proceedings will result in the cancellation of these
equity interests.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- <http://www.nortel.com/>http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTHFIELD FOOD: Files for Bankruptcy to Keep Operating
-------------------------------------------------------
According to examiner.com, Northfield Food & Drink filed for
Chapter 11 bankruptcy to allow the company to continue operating
while reorganizing its finances and deby repayment schedules.  

Based in Pittsford, New York, Northfield Food & Drink operates a
restaurant.


NOWAUTO GROUP: Files Amendments to Financial Reports
----------------------------------------------------
NowAuto Group, Inc., on December 18, 2009, filed non-material
amendments to its financial reports submitted to the Securities
and Exchange Commission.

     -- Form 10-Q/A for the fiscal quarter ended March 31, 2009
        See <http://ResearchArchives.com/t/s?4c56>http://ResearchArchives.com/t/s?4c56

     -- Form 10-Q/A for the fiscal quarter ended December 31, 2008
        See <http://ResearchArchives.com/t/s?4c57>http://ResearchArchives.com/t/s?4c57

     -- Form 10-K/A for the fiscal year ended June 30, 2008
        See <http://ResearchArchives.com/t/s?4c58>http://ResearchArchives.com/t/s?4c58

     -- Form 10-K/A for the fiscal year ended June 30, 2009
        See <http://ResearchArchives.com/t/s?4c59>http://ResearchArchives.com/t/s?4c59

                        About NowAuto Group

NowAuto Group, Inc. operates three buy-here-pay-here used vehicle
dealerships in Arizona.  The Company manages all of its
installment finance contracts and purchases installment finance
contracts from a select number of other independent used vehicle
dealerships.

                           *     *     *

As reported by the Troubled Company Reporter on December 9, 2009,
NowAuto Group disclosed in a regulatory filing it was not in
compliance with two covenants under an $11.5 million revolving
credit agreement with a private equity fund as of September 30,
2009.  The revolving credit agreement requires the Company to
maintain a tangible net worth of at least $2,000,000 and a
leverage ratio that total liabilities cannot exceed four times the
tangible net worth.  However, management believes they have a
positive relationship with the independent finance company and
does not expect any collection activity as a result of the
defaults.

At September 30, 2009, the Company had a $10.7 million line of
credit balance under the agreement.  Interest rate on the line of
credit agreement is at prime plus 6% (9.25% at September 30,
2009).

The credit agreement is secured by the lease contracts it agrees
to fund, as well as the underlying vehicle.  The funds advanced
under the line of credit are based upon the contract price and
vary per contract, at the discretion of the lender.  Substantially
all the sales-type lease contracts financed require our customers
to make their monthly payments directly to the finance company via
ACH (automatic account withdrawal).  The Company retains ownership
of the contracts and is active in the collection of delinquent
accounts from the contracts.  The line of credit matures and
renews annually on February 6th.  At inception, March 31, 2006,
the Company's credit limit was $3,000,000.  This limit has been
expanded by the lender to its current $11,500,000 limit.  The
interest rate is at the prime lending rate plus 6% (9.25% at
September 30, 2009).

At September 30, 2009, the Company had $4,219,625 in total assets
against $11,180,911 in total liabilities, resulting in
stockholders' deficit of $6,961,286.

Considering the Company's current working capital position
management estimates that the current cash position will not be
adequate to meet cash requirements for the next 12 months and that
additional draws will need to be made against the line of credit
to fund operations.  Subsequent to September 30, 2009, the Company
has been allowed to take additional draws under the revolving
credit agreement.

The Company's independent registered public accountants issued a
going concern opinion on the consolidated financial statements of
the Company for the year ended June 30, 2009.


OLD TIME POTTERY: Will Remain Open, Gets New Lease from Landlord
----------------------------------------------------------------
According to WREX.com, Old Time Pottery's store will stay open for
business.  The Company has accepted a new lease from a landlord
for the East State Street location.  The Company initially planned
to shut down the store by the end of the year, the source notes.

The Company filed for Chapter 11 on Aug. 21, 2009 (Bankr. M.D.
Tenn. Case No. 09-09548).  G. Rhea Bucy, Esq., Linda W. Knight,
Esq., and Thomas H. Forrester, Esq. at Gullett, Sanford, Robinson,
Martin represent the Debtor in its restructuring efforts.  In its
petition, the Debtor listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in debts.


ONE COMMUNICATIONS: Moody's Cuts Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service has downgraded One Communications Corp's
corporate family rating to B3 from B2, and the rating of the
Company's senior secured credit facilities to B3 from B2.  The
rating action concludes the review for a possible downgrade
initiated on November 20, 2009.  The rating outlook is negative,
as the Company still faces significant execution risks in its
turnaround plan.  In conjunction with the rating action, Moody's
downgraded the probability of default rating to B3 from B2,
reflecting the rating agency's view that the risk of default over
the rating horizon remains elevated despite the amendment the
Company reached with its bank group earlier in December.  

Rating Actions:

Downgrades:

Issuer: One Communications Corp.  

  -- Probability of Default Rating, Downgraded to B3 from B2
  -- Corporate Family Rating, Downgraded to B3 from B2
  -- Senior Secured Bank Credit Facility, Downgraded to B3 from B2

Outlook Actions:

Issuer: One Communications Corp.  

  -- Outlook, Changed To Negative From Rating Under Review

One Communications' B3 corporate family rating reflects the
relative short-term nature of the amendment and challenges that
the management team faces in re-energizing revenue growth.  
Although the Company has bulked up its scale through
consolidation, its operations in the northeastern USA serve the
most competitive telecommunications market in the country, while
the Company's Midwest operations continue to be impacted by the
regional macroeconomic forces.  On the other hand, the ratings are
tempered by the Company's moderate leverage for a competitive
local exchange carrier, good free cash flow generation and the
one-year flexibility under the covenants provided by the credit
facility amendment.  

However, Moody's does not expect One Communications' leverage to
improve over the rating horizon despite increased term loan
amortization, as the Company's revenue and EBITDA are expected to
fall until it can demonstrate a sustainable turnaround in its
sales performance.  Moody's expects the Company's adjusted
debt/EBITDA to be in the 3.7x range throughout 2010.  In addition,
Moody's believes that a likely turnaround may take over one year
to materialize given the lead time needed for the revamped sales
force to work into full productivity, and new products to filter
through the Company's pipeline.  

Moody's notes that as the credit facility's financial covenants
revert back to their original levels in 2011, it is unlikely that
One Communications will be in covenant compliance in 2011 on an
organic basis.  Thus, the Company will need to seek new financing
or obtain another amendment from its lenders by the end of first
quarter 2011, which played a role in the downgrade and the
negative outlook designation.  In Moody's view, the probability of
a distressed exchange over the rating horizon, which depending on
the specifics of same, could be viewed as analogous to a partial
restructuring and deemed a limited default, has increased.  
However, as Moody's stated in its special comment on U.S.
Competitive Local Exchange Carriers (August 2009, document #
119811), that creditors' first option is to work with a CLEC to
help it avoid default, if a viable turnaround plan is in place,
given the potentially low recoveries that a failed CLEC can bring.  
Therefore, Moody's believes that One Communications' lenders may
be more willing to keep the Company out of bankruptcy if a
realistic turnaround plan is in place.  If the Company is able to
refinance the credit facility and eliminate the threat of default
through covenant breaches, then Moody's would consider raising the
Company's ratings.  

Moody's most recent rating action for One Communications was on
November 20, 2009.  At that time Moody's placed the Company's
ratings on review for downgrade, following the Company's
announcement that it entered into a forbearance agreement with its
lenders regarding a potential covenant breach for the quarter
ended September 30, 2009.  

One Communications is a CLEC headquartered in Burlington, MA.  The
Company generated over $785 million in revenues in 2008.  


OPTIMA HVAC: Files for Chapter 11 Bankruptcy in Florida
-------------------------------------------------------
Optima HVAC LLC made a voluntary Chapter 11 filing in the U.S.
Bankruptcy Court for the Middle District of Florida, listing both
assets and liabilities of between $1 million and $10 million.

The Company owes $1.35 million to International Comfort Products;
$47,000, Agency for Workforce Innovations; $689,000, Merrill Lynch
Business Financial Services; $25,000, Florida Department of
Revenue; and $19,000, Honeywell International.  

The Company said it likely will not have assets to recover these
debts once it applies necessary exemptions, according to reporting
by Michael Hinman, at Tampa Bay Business Journal.

Optima HVAC LLC, a subsidiary of Optima Technologies LLC, provides
printer toner and services to small- and medium-sized businesses.


OPTIMA HVAC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Optima HVAC, LLC
        6041 Siesta Lane
        Port Richey, FL 34668

Bankruptcy Case No.: 09-28980

Chapter 11 Petition Date: December 21, 2009

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

Judge: Caryl E. Delano

Debtor's Counsel: Michael C. Markham, Esq.
                  Johnson Pope Bokor Ruppel & Burns LLP
                  Post Office Box 1368
                  Clearwater, FL 33757
                  Tel: (727) 461-1818
                  Fax: (727) 443-6548
                  Email: mikem@jpfirm.com

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

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

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

             <http://bankrupt.com/misc/flmb09-28980.pdf>http://bankrupt.com/misc/flmb09-28980.pdf

The petition was signed by Steven Ross Jensen, managing partner of
the Company.


PANOLAM INDUSTRIES: Emerges from Chapter 11 Bankruptcy
------------------------------------------------------
Panolam Industries International, Inc., has emerged from
bankruptcy.  The Company and its domestic subsidiaries officially
concluded their Chapter 11 reorganization today after meeting all
the closing conditions to the Company's prepackaged plan of
reorganization, which was confirmed by Judge Mary F. Walrath of
the United States Bankruptcy Court for the District of Delaware on
December 10, 2009.  In conjunction with the Company's emergence
from Chapter 11, the Company closed on its amended and restated
credit agreement with Credit Suisse, Cayman Islands branch, as
administrative agent, and the other lenders named therein.

In addition, in connection with the consummation of the
Prepackaged Plan, the Bankruptcy Court approved the Company's new
five-member board of directors, which includes Robert J. Muller,
Jr., President, Chief Executive Officer of the Company and
Chairman of the Board, Jason L. Perri, Avi Katz, Larry Berg and
Kelley Baccei.

                     About Panolam Industries

Shelton, Connecticut-based Panolam Industries International, Inc.,
designs, manufactures and distributes decorative laminates,
primarily thermally fused melamine panels and high-pressure
laminate sheets, throughout the United States and Canada.  The
Company markets its products through independent distributors and
directly to kitchen and bathroom cabinet, furniture, store
fixtures and original equipment manufacturers.

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.


PARLUX FRAGRANCES: Issues Warrants to Artistic Brands
-----------------------------------------------------
Pursuant to an agreement, dated April 3, 2009, entered into by and
between Parlux Fragrances, Inc., and Artistic Brands Development,
LLC, formerly known as Iconic Fragrances, LLC, and upon
stockholder approval of a second proposal, Parlux on December 18,
2009, issued to Artistic Brands and its designated affiliates
warrants to purchase a total of 2,000,000 shares of Parlux common
stock, $0.01 par value, at a purchase price of $5.00 per share.

The Warrants consist of Warrants for 1,000,000 shares each in
connection with the sublicense agreements with Rihanna and Kanye
West, dated April 7, 2009.  The Warrants will vest in four equal
annual installments beginning on the first anniversary of the date
of issuance and will expire on the eighth anniversary of the date
of issuance, or the fifth anniversary of the date of issuance, if
the applicable licenses are not renewed by Parlux as the sub-
licensee.

Parlux is relying on the exemption provided by Section 4(2) of the
Securities Act of 1933, as amended, for the issuance of Warrants,
which exemption Parlux believes is available because the
securities were not offered pursuant to a general solicitation and
the status of the holders of the Warrants as "accredited
investors" as defined in Regulation D under the Securities Act.

On December 18, 2009, Parlux said majority of its stockholders
have approved all proposals presented at its special meeting of
stockholders held on the same day.  The proposals approved
included (1) a proposal to approve an amendment to Parlux's
certificate of incorporation to increase the total number of
shares of common stock that Parlux is authorized to issue from
30,000,000 to 40,000,000 shares and (2) a proposal to approve, in
accordance with Nasdaq Marketplace Rule 5635(d), the issuance of
warrants to purchase an aggregate of up to 8,000,000 shares of its
common stock at an exercise price of $5.00 per share in connection
with the Artistic Brands licenses.

Neil J. Katz, Chairman and Chief Executive Officer of Parlux,
said, "We are pleased that our shareholders see the value of our
innovative approach in securing these valuable celebrity brand
licenses. We look forward to launching Rihanna, Kanye West, Shawn
Jay-Z Carter and a fourth major celebrity brand over the next two
years. We believe these new fragrances will help grow Parlux
Fragrances and increase shareholder value."

                      About Parlux Fragrances

Parlux Fragrances, Inc. (NASDAQ:PARL) -- <http://www.parlux.com/>http://www.parlux.com/--
is a manufacturer and international distributor of prestige
products.  It holds licenses for Paris Hilton, Jessica Simpson,
GUESS?, Nicole Miller, Josie Natori, Queen Latifah, Marc Ecko,
Rihanna, Kanye West, XOXO, Ocean Pacific (OP), Andy Roddick,
babyGund, and Fred Hayman Beverly Hills designer fragrances, as
well as Paris Hilton watches, cosmetics, sunglasses, handbags and
other small leather accessories.

As of September 30, 2009, the Company's consolidated balance
sheets showed $148.4 million in total assets, $36.0 million in
total liabilities, and $112.4 million in total shareholders'
equity.

                 Extension of Forbearance Period

As reported in the Troubled Company Reporter on November 3, 2009,
the Company signed a Second Amendment to Loan Agreement and
Amendment to Forbearance Agreement with Regions Bank extending the
forbearance period through February 15, 2010, and calling for the
Company to repay the remaining loan balance over the course of the
extension period.


PAUL REINHART: Court Further Extends Plan Filing Until Jan. 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended, for the third time, Paul Reinhart, Inc.'s exclusive
right to file the Second Amended Plan until January 15, 2010, and
to solicit acceptance of that plan until March 15, 2010.

The Debtor's period of exclusivity for the solicitation of
acceptance of the Amended Plan expired on December 9, 2009.

Based in Richardson, Texas, Paul Reinhart Inc. is a cotton
merchant serving organic and traditional growers and textile
mills.  The company, which filed for Chapter 11 bankruptcy on
October 15, 2008 (Bankr. N.D. Tex. Case No. 08-35283), blamed
futures losses and its inability to attain adequate financing for
the bankruptcy filing.  Deborah M. Perry, Esq., E. Lee Morris,
Esq., and Lee Jacob Pannier, Esq., at Munsch Hardt Kopf & Harr,
P.C.; and Joseph M. Coleman, Esq., at Kane, Russell, Coleman &
Logan, represent the Debtor as counsel.  The U.S. Trustee for
Region 6 appointed creditors to serve on an Official Committee of
Unsecured Creditors in this case.  Michael R. Rochelle, Esq., and
Sean Joseph McCaffity, Esq., at Rochelle McCullough L.L.P.,
represent the Committee as counsel.

As reported in the Troubled Company Reporter on December 5, 2008,
the Debtors' schedules disclosed total assets of $143,943,710
and total debts of $247,421,595.  As of March 31, 2009, the
Debtor's unaudited balance sheet showed $47,209,570 in total
assets and $169,258,640 in total liabilities.


PENN TRAFFIC: Bid Deadlines for 79 Stores Moved to January 21
-------------------------------------------------------------
Steve Reilly at Morning Times says the Bankruptcy Court extended
the deadline to bid for Penn Traffic Co. Inc.'s 79 supermarkets
operating under the BiLo Foods, Quality Markets and P&C Foods
trade names until Jan. 21, 2009, on condition that GE Capita
provides enough capital to keep the company going for another few
weeks.

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the BiLo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.;
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PENN TRAFFIC: Pushes to Sell Stores to Price Chopper for $54 Mil.
-----------------------------------------------------------------
Penn Traffic Co. is asking the U.S. Bankruptcy Court for the
District of Delaware to accelerate approval for its sale of 22 of
its supermarkets to Price Chopper for $54 million, noting that it
must begin going-out-of-business sales by Jan. 9, 2009, according
to syracuse.com.  A hearing is set for Jan. 8, 2010, to consider
the Company's request to sell its assets to Price Chopper.

The Company, the source notes, also asked the Court for permission
to secured cash and credit to stay in business.

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.;
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PHILADELPHIA NEWSPAPERS: Fee Fight Mounting
-------------------------------------------
According to reports, a skirmish over fees for a Chapter 11
financing package that never reached consummation is mounting in
the bankruptcy of Philadelphia Newspapers LLC.

The Deal reports that the Official Committee of Unsecured
Creditors and the U.S. Trustee protested a $65,000 claim for
attorney's fees and other expenses related to the debtor-in-
possession loan sought by Bruce Tool, one of the owners of
Philadelphia Newspapers.  The trustee argued that Mr. Tool made no
substantial contribution in the case and merely engaged in
negotiations to arrange for DIP financing for his own benefit.

A hearing will take place in February in the U.S. Bankruptcy Court
for the District of Pennsylvania to consider the request.

                   About Philadelphia Newspapers

Philadelphia Newspapers -- <http://www.philly.com/>http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PHOENIX EQ HOLDING: Has $28 Million in Liabilities
--------------------------------------------------
Douglas Watson, managing director at The Greenville Sun, citing
papers filed with the court, reports that Phoenix EQ Holding Co.
Inc. said it owes $28.29 million, consisting $2.09 million in
priority debt and $26.2 million in unsecured debt.

Phoenix EQ Holding Co. Inc. a local company that formerly owned
EcoQuest International filed for Chapter 11 protection on Dec. 4,
2009.


PLAINFIELD APARTMENTS: Court Lifts Automatic Stay for Lien Sales
----------------------------------------------------------------
Mark Spivey at myCentralJersey.com reports that a federal judge
lifted an automatic stay in the bankruptcy case of Plainfield
Apartments LLC to allow Plainfield Municipal Utilities Authority
to hold a series of lien sale to spare city residents significant
rate hikes of between 14% and 20% for sewer- and solid-waste fees.

Plainfield Apartments, LLC, is a real estate company based in
Plainfield, New Jersey.  It filed for Chapter 11 on August 7
(Bankr. D. N.J. Case No. 09-30679).  Richard D. Trenk, Esq., at
Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the
Company in its restructuring efforts.  The Company listed
$14,181,853 in assets and $17,587,846 in debts.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29 (Case No. 09-29666).


PLASSEIN INT'L: 3rd Circuit Protects Selling Shareholders in LBO
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Court of
Appeals for the Third Circuit in Philadelphia on Dec. 22 held that
selling shareholders of a closely held company are immune from a
fraudulent transfer suit if it turns out that company was made
insolvent in the buyout.  Bloomberg notes that bankruptcy law
contains a so-called safe harbor provision prohibiting recovery on
a fraudulent transfer from selling shareholders.  However, there
has been uncertainty about whether the safe harbor applies only to
publicly traded companies where the stock would be transferred
through a broker or stock-settlement system.  Brandt v. B.A.
Capital Co. (In re Plassein International Corp.), 08-2616, 3rd
U.S. Circuit Court of Appeals (Philadelphia).

Headquartered in Willington, Connecticut, Plassein International
Corp., a specialty plastic film and packaging company filed for
chapter 11 protection on May 14, 2003 (Bankr. D. Del. Case No.
03-11489).  Adam G. Landis, Esq., at Klett Rooney Lieber &
Schorling and Daniel C. Cohn, Esq., at Cohn Khoury Madoff &
Whitesell LLP represent the Debtors.  When the Company filed for
protection from its creditors, it listed more than $50 million in
assets and debts of over $100 million.  On Oct. 24, 2003, the
Court converted the Debtors' cases to chapter 7 liquidation
proceedings.  William A. Brandt, Jr., serves as the Chapter 7
Trustee.


PMA CAPITAL: Fitch Affirms Senior Debt Rating at 'BB+'
------------------------------------------------------
Fitch Ratings has affirmed PMA Capital Corp.'s Issuer Default
Rating and senior debt rating at 'BBB-' and 'BB+', respectively.  
Fitch also has affirmed the 'BBB+' Insurer Financial Strength
ratings of the three active primary insurance subsidiaries
collectively referred to as PMA Insurance Group.  The Rating
Outlook for all ratings is Stable.  

Fitch's affirmation of PMAIG's ratings is a reflection of the
company's improved underwriting performance, liquidity profile,
and minimal capital deterioration from investment losses.  Fitch
notes that statutory policyholder surplus increased approximately
15% to $385 million through Sept. 30, 2009.  The company's prudent
investment portfolio that consists of 'AA+' average credit quality
fixed income securities and zero common equities has performed
better than the industry average portfolio.

Fitch believes that the sale of the run-off companies, when
consummated, to Armour Reinsurance Group, Ltd will benefit the
operating profile of the company and allow management to better
focus on ongoing operations.  Fitch views the sale of the run-off
companies as a neutral to slightly positive credit event.

Offsetting these positives are Fitch's concerns of possible
profitability deterioration due to the competitive operating
environment and the company's growth during a softening market.

As of Sept. 30, 2009, PMAIG had net premiums written of
$318 million, compared with $317 million for the same period in
the prior year.  PMAIG reported a 96.2% GAAP combined ratio as of
Sept. 30, 2009, compared with a 96.5% for Sept. 30, 2008.  

Fitch affirms these ratings:

Manufacturers Alliance Insurance Co.
Pennsylvania Manufacturers' Association Insurance Co.
Pennsylvania Manufacturers Indemnity Co.

  -- IFS at 'BBB+'.

PMA Capital Corp.

  -- IDR at 'BBB-';

  -- $54.9 million senior notes, 8.5% due June 15, 2018 at 'BB+'

  -- $.05 million convertible debt, 4.25% due Sept. 30, 2022 at
     'BB+'.


PMC MARKETING: Critical Vendor Payments Upheld
----------------------------------------------
U.S. District Judge Gustavo A. Gelpi in Puerto Rico upheld payment
of a pre-bankruptcy unsecured debt when the creditor was a
so-called critical vendor and the creditor would provide credit
during the bankruptcy reorganization.  The district judge followed
an opinion written in 2002 by U.S. Bankruptcy Judge D. Michael
Lynn in Fort Worth, Texas, in a case called Coserve.  Judge Gelpi
said there were no cases inconsistent with Coserve from the U.S.
Court of Appeals in Boston, which has jurisdiction over cases from
Puerto Rico.  J.M. Blanco Inc. v. PMC Marketing Corp., 09-1781,
U.S. Bankruptcy Court, District of Puerto Rico (San Juan).

Headquartered in San Juan, Puerto Rico, PMC Marketing Corp. aka
Farmacias El Amal and COD Drugs and Ymas Inventory Management
Corp. filed for Chapter 11 protection on March 18, 2009, (Bankr.
Case Nos. 09-02048 and 09-02049).  Charles Alfred Cuprill, PSC Law
Office represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $10,144,505 and total debts of
$32,520,014.


PMI MORTGAGE: S&P Downgrades Ratings to 'B+' From 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on five U.S. mortgage insurance
groups and their core and dependent foreign subsidiaries.  The
rating action on the lead company for each of these groups was:

* The ratings on Republic Mortgage Insurance Co. were lowered to
  'BBB-' from 'A-'.

* The ratings on PMI Mortgage Insurance Co. and Radian Mortgage
  Insurance Inc. were lowered to 'B+' from 'BB-'.

* The ratings on Genworth Mortgage Insurance Corp. were lowered to
  'BBB-' from 'BBB+'.

* The ratings on United Guaranty Mortgage Indemnity Co. were
  lowered to 'BBB' from 'BBB+'.
     
At the same time, Standard & Poor's removed all of these ratings
from CreditWatch, where they had been placed on Oct. 27, 2009,
with negative implications.  The outlook on all these companies is
negative.
     
S&P is continuing its reviews of CMG Mortgage Insurance Co. and
California Housing Loan Insurance Fund, and S&P expects to resolve
the CreditWatch status of the ratings on those companies soon.
      
"The downgrades reflect S&P's view that macroeconomic conditions
appear to have had a more significant adverse impact on mortgage
insurers than S&P had expected in April, when S&P conducted its
last extensive review of the sector," explained Standard & Poor's
credit analyst Ron Joas.  "At that time, S&P had expected that
mortgage insurers would likely report losses through 2010 and
possibly into 2011.  However, we'd also expected some loss
mitigation beginning in the second half of 2009 and continuing
into 2010." Most mortgage insurers' recent results exceeded S&P's
prior loss expectations.
     
Although S&P has seen some signs that the macroeconomic
environment is stabilizing, S&P believes the recovery will be
sluggish, with the unemployment rate estimated to peak at 10.4% in
mid-2010 and remain elevated for an extended period of time.  In
addition, S&P expects that the S&P/Case-Schiller index, though
having improved in the past several months, will decline by
another 7% to reach a peak-to-trough decline of 35%.  Mortgage
insurers' claims payments remain below S&P's expectations as a
result of the backlog of foreclosures and the moratoria
implemented earlier in the year.  As a result, S&P expects claims
payments to remain well below S&P's prior expectations through the
remainder of the year.  These conditions and reported results
suggest that the lower-risk books of business within the mortgage
sector (such as those with higher FICO scores or lower loan-to-
value ratios) have been and will be more adversely affected than
S&P had anticipated and that U.S. mortgage insurers' losses will
continue to be greater than previously expected overall.
     
Some potential mitigants to the increased losses S&P expects
include ongoing rescission activity and the impact of Home
Affordable Modification Program and other loan-modification
programs.  Rescissions and claims that have either been denied or
closed without payment continue to be significant mitigants to
potential losses.  Rescission activity was largely related to
fraud and misrepresentation in riskier product types, including
2/28, 3/27, and pay option adjustable-rate mortgages, as well as
interest-only and no- or low-documentation loans.  There has also
been rescission activity in the lower-risk product types, albeit
to a much lesser extent.  As a result, with the transition of
delinquencies into the lower-risk book of business, S&P would
expect to see rescissions constituting less of a loss mitigant
going forward.
     
Mortgage modification programs continue to gain traction.  In
particular, trial plan offers extended under HAMP have increased
significantly -- to 1,032,837 mortgage loans through November 2009
from 757,955 through September 2009.  However, the conversion of
temporarily modified loans to permanently modified loans remains
extremely low at 4% of the trial plans actually started.  As a
result, S&P remain somewhat skeptical about these programs'
ultimate benefits.
     
S&P also lowered the corporate credit, financial strength, and
financial enhancement ratings on Radian Guaranty's financial
guaranty subsidiaries -- Radian Asset Assurance Inc. and Radian
Asset Assurance Ltd. -- to 'BB-' from 'BB' and removed the ratings
from CreditWatch negative to reflect the rating change on Radian
Guaranty.  S&P believes the rating on Radian Asset must be highly
correlated with the rating on its parent, reflecting the risk of
the parent asking the subsidiary to provide it with additional
capital over time.  However, because S&P believes Radian Asset's
capital adequacy is stronger than its parent's at this time, S&P
currently constrain the rating to no higher than one notch above
the rating on Radian Guaranty.  Radian Asset Assurance Ltd. is
supported by Radian Asset.  Subsequent to the ratings actions
taken, the ratings on Radian Asset Assurance Ltd. were withdrawn
at the company's request.
      
"We have assigned a negative outlook to these companies, largely
reflecting the potential for increased losses because of the
macroeconomic environment," Mr. Joas added.  If the U.S. economy
were to experience another setback, prolonging the exit from the
recession, delinquencies and resulting losses could increase at an
even greater rate, with lower benefits available from rescissions
than what has been seen over the past year.  In addition, any
existing and potential benefits from modification programs might
reverse, and modification attempts might be ineffectual.  If this
were to happen, the mortgage insurance sector could experience
further downgrades as their capital erodes more quickly, in
extreme cases potentially threatening the viability of companies
and resulting in a runoff scenario.


PNG VENTURES: Wants Chapter 11 Plan Filing Extended Until April 7
-----------------------------------------------------------------
PNG Ventures, Inc., and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
period to propose a Chapter 11 plan or plans of reorganization
until April 7, 2010, and to solicit acceptances until June 6,
2010.

Absent the extension, the Debtor's exclusive periods are set to
expire on January 7, 2010 and March 8, 2010, respectively.

The Debtors relate that they have already filed a Plan of
Reorganization and intend to file an amended Plan and Disclosure
Statement shortly.  The Debtors add that the extension of the
exclusive periods is necessary in order to avoid any possibility
of unnecessary litigation and delay created by the filing of a
competing plan.

PNG Ventures, Inc., produces, distributes, and sells liquefied
natural gas to customers within the transportation, industrial,
and municipal markets in the western United States and parts of
Mexico.  The Company sells substantially all of its LNG to fleet
customers, who typically own and operate their fueling stations.
The Company also sells a small volume of LNG to customers for non-
vehicle use.  The Company owns one public LNG fueling station from
which it sells LNG to numerous parties.  The Company produces LNG
at its liquefaction plant in Arizona, but also purchases, from
time to time, LNG supplies from third parties, typically on spot
contracts.  The Company sells LNG principally through supply
contracts that are normally on an index-plus basis, although it
also occasionally enters into fixed-price contracts.

The Company is headquartered in Dallas, Texas.  The LNG business
conducts its operations principally in Arizona and California.
Through the Company's LNG business, the Company offers turnkey
fuel solutions to its customers, including clean LNG fuel (99%
methane gas) and delivery, equipment storage, fuel dispensing
equipment and fuel loading facilities.

PNG Ventures and its affiliates filed for Chapter 11 on
September 10, 2009 (Bankr. D. Del. Case No. 09-13162).  Attorneys
at Fox Rothschild LLP represent the Debtors in their restructuring
effort.  Logan & Co. serves as claims and notice agent.


PRESSTEK INC: Lenders Extend Forbearance Through March 31
---------------------------------------------------------
Presstek, Inc., and certain of its affiliated U.S. companies,
including Lasertel, Inc., Precision Lithograining Corp., Precision
Acquisition Corp., SDK Realty Corp., ABD International, Inc.,
Presstek Capital Corp., Presstek Overseas Corp., ABD Canada
Holdings , Inc. and Presstek New York, Inc., on December 15, 2009,
entered into an Amendment No. 1 to Forbearance and Amendment
Agreement with its bank lending group consisting of RBS Citizens,
National Association, as Administrative Agent and Lender, Keybank
National Association and TD Bank, N.A.

The Amendment amends an Amended and Restated Credit Agreement,
dated as of November 5, 2004, as amended, among the Company and
the Lenders.

The material terms and conditions of the Amendment are:

     1) The expiration date of the Original Forbearance has been
        extended from December 15, 2009 to the earlier of the
        fifth day following the date on which the pending sale by
        the Company of its Lasertel, Inc. subsidiary is completed
        and March 31, 2010.  The forbearance early termination
        conditions remain substantially the same as in the
        Original Forbearance.

     2) The aggregate Revolving Loan Commitment of the Lenders has
        been reduced to $25,000,000 from $27,000,000.  In
        addition, the Company repaid the outstanding balance of
        the Term Loan as a condition to effectiveness of the
        Amendment.

     3) The Company is required to provide certain additional
        consolidated and consolidating financial information to
        the Administrative Agent, as well as financial projections
        with respect to the Company's 2010 fiscal year.

The members of the lending syndicate and their Revolving Loan
Commitments are:

                         Commitment
                         as of             Commitment as of
                         Forbearance       First Amendment
     Lender              Effective Date    Effective Date
     ------              --------------    ----------------
     RBS Citizens, N.A.     $10,125,000          $9,375,000
     as Administrative
     Agent and Lender

     Keybank N.A.           $10,125,000          $9,375,000

     TD Bank, N.A.           $6,750,000          $6,250,000

Presstek expects to finalize a new revolving credit facility at or
around the time of the closing of the sale of the Company's
Lasertel subsidiary, which is currently expected to occur in the
first quarter of 2010.  

The extension of the forbearance agreement is intended to ensure
that the Company will continue to have access to its credit
facility to meet its operating needs until the expected new credit
facility is in place.  

At the end of the third quarter of 2009, the Company's total debt
net of cash was $16.2 million.  The Company has successfully
reduced its total debt net of cash by 56% since its high of
$37 million in March 2007.

The Company also reported that it has made the final installment
payment to retire its five-year term loan, which originated in
November 2004 in the original amount of $35 million.

"While we had anticipated closing on our new credit facility by
December 15, our lenders have indicated a preference to finalize a
new facility at the same time as the closing of our Lasertel sale.
With the proceeds of the Lasertel sale and a new credit facility,
we believe that we will have sufficient capital to fuel not only
our current financing requirements, but our future growth as
well," said Jeff Jacobson, Presstek's Chairman, President and
Chief Executive Officer.

As reported by the Troubled Company Reporter on October 9, 2009,
Presstek, Inc. and certain of its affiliated U.S. companies on
October 1, entered into a Forbearance and Amendment Agreement with
its bank lending group consisting of RBS Citizens, National
Association, as Administrative Agent and Lender, Keybank National
Association and TD Bank, N.A.  The Amendment amends an Amended and
Restated Credit Agreement, dated as of November 5, 2004, as
amended, among the Company and the Lenders.  The expiration date
of the Credit Agreement has been extended from November 4, 2009,
to December 15, 2009.  The Forbearance Termination Date will be
November 30, 2009, if the Company elects not to pay a fee of
$20,000 to the Lenders to extend the Forbearance Termination Date
from November 30, 2009, to December 15, 2009.

                         About Presstek

Greenwich, Connecticut-based Presstek, Inc. (NASDAQ: PRST) --
<http://www.presstek.com/>http://www.presstek.com/-- manufactures and markets high tech
digital imaging solutions to the graphic arts and laser imaging
markets.  Presstek's patented DI(R), CTP and plate products
provide a streamlined workflow in a chemistry-free environment,
thereby reducing printing cycle time and lowering production
costs.  Presstek solutions are designed to make it easier for
printers to cost effectively meet increasing customer demand for
high-quality, shorter print runs and faster turnaround while
providing improved profit margins.  Presstek subsidiary, Lasertel,
Inc., manufactures semiconductor laser diodes for Presstek's and
external customers' applications.


PTC ALLIANCE: Black Diamond Funds Bought Assets Out of Ch. 11
-------------------------------------------------------------
Deal says PTC Alliance Corp. said that funds managed by Black
Diamond Capital Management LLC have bought the company out of
Chapter 11 through a special purpose vehicle, BD PT Acquisition
Inc.

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.


PUREDEPTH INC: Files Redacted Copy of SANYO License Deal
--------------------------------------------------------
PureDepth, Inc., filed an amendment to its quarterly report on
Form 10-Q for the period ended April 30, 2009, to amend and
restate Item 5 of Part II (Other Information) for the purpose of
clarifying the disclosed terms of Amendment No. 2 to the Exclusive
Sales and Distribution License with SANYO Sales and Marketing
Corporation and SANYO Electric System Solutions Co., LTD., dated
December 15, 2005.

PureDepth amended its Quarterly Report to delete and replace the
redacted version of the Amendment, previously filed with the
Quarterly Report, with a revised redacted version of the
agreement.  No other changes have been made to the Quarterly
Report as originally filed.  

PureDepth entered into an Amendment No. 2 to the SANYO Agreement
on May 29, 2008.  Among other amendments, the term of the contract
has been modified; the markets in which SANYO has authority to
sell has been modified to make them non-exclusive, provided that
SANYO is granted exclusive rights to sell MLD enabled products to
certain named customers; and the royalty rates and certain related
terms have been modified.

Portions of the Amendment are omitted in accordance with a request
for confidential treatment that PureDepth has submitted to the
Securities and Exchange Commission.

A redacted copy of Amendment No. 2 to Exclusive Sales and
Distribution License Agreement is available at no charge at
<http://ResearchArchives.com/t/s?4c4b>http://ResearchArchives.com/t/s?4c4b

                         About PureDepth

PureDepth, Inc., along with its wholly owned subsidiaries,
PureDepth Limited, PureDepth Incorporated Limited, PureDepth Japan
KK, and predecessor parent entity, Deep Video Imaging Limited,
develops, markets, licenses, and supports multi-layer display
technology.  The Company also sells prototype MLD-enabled display
devices and related components that it manufactures.  The
Company's technology has application in industries and markets
where LCD monitors and displays are utilized including location
based entertainment, computer monitors, telecommunications, mobile
phones and other hand held devices.

At October 31, 2009, the Company had total assets of $7,519,777
against total liabilities of $16,857,577, resulting in
stockholders' deficit of $9,337,800.


QUEST MINERALS: Posts $2.36 Million Loss in Q3 2009
---------------------------------------------------
Quest Minerals & Mining Corp. reported a net loss of $2,356,569 on
coal revenues of $348,334 for the three months ended September 30,
2009, compared with a net loss of $2,255,960 on coal revenues of
$223,305 for the same period of 2008.

Quest incurred an operating loss of $923,075 for the three months
ended September 30, 2009, compared to an operating loss of
$1,980,532 for the three months ended September 30, 2008.   

Quest recorded a loss of $1,200,305 on loan settlement and
extinguishment costs in the three months ended September 30, 2009,
as compared to a loss of $78,635 on loan settlement and
extinguishment costs in the comparable period in 2008.  This loss
primarily results from negotiated resolution of outstanding
contested matter with Quest's largest creditor.

Interest expense increased to $233,189 for the three months ended
September 30, 2009, from $196,793 for the three months ended
September 30, 2008.  

                       Nine Months Results

For the nine months ended September 30, 2009, net loss was
$3,807,454 on coal revenues of $678,648, compared to a net loss of
$3,149,568 on coal revenues of $282,392 for the same period last
year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheet
showed $5,693,875 in total assets and $11,114,994 in total
liabilities, resulting in a $5,421,119 shareholders' deficit.

The Company's consolidated balance sheet at September 30, 2009,
also showed strained liquidity with $11,079 in total current
assets available to pay $8,446,428 in total current liabilities.

A full-text copy of the Company's quarterly report is available at
nor charge at <http://researcharchives.com/t/s?4c3f>http://researcharchives.com/t/s?4c3f

                       Going Concern Doubt

As stated in the report of Quest's independent accountants for the
fiscal year ended December 31, 2008, Quest has incurred operating
losses since inception and requires additional capital to continue
operations, and these conditions raise substantial doubt about its
ability to continue as a going concern.  

The Company incurred net operating losses of $2,079,490 and
$2,739,993 for the periods ended September 30, 2009, and 2008, and
had a working capital deficit of $8,435,349 and $8,226,110 at
September 30, 2009, and December 31, 2008, respectively.  

The Company will require substantial additional funds to finance
its business activities on an ongoing basis and will have a
continuing long-term need to obtain additional financing.  The
Company's future capital requirements will depend on numerous
factors including, but not limited to, continued progress
developing additional mines and increasing mine production.  

On March 2, 2007, Quest's subsidiary, Gwenco, Inc., filed a
voluntary petition for reorganization under Chapter 11 of the
Bankruptcy Code with the U.S. Bankruptcy Court for the Eastern
District of Kentucky.  On September 30, 2009, the Bankruptcy Court
confirmed Gwenco's plan of reorganization.  Secured and non-
priority unsecured classes of creditors voted to approve the plan,
with over 80% of the unsecured claims in dollar amount voting for
the plan, and over 90% of responding lessors supporting it.  The
Plan became effective on October 12, 2009.  

Gwenco, as a reorganized debtor, will operate its coal mining
business and will use current and future income from operations to
meet current and future expenses and to make payments called for
under the Plan.  In addition, the Court approved an exit facility
under which Interstellar Holdings LLC will provide up to
$2 million in financing to Gwenco.

Even though the Bankruptcy Court has confirmed the Plan, it is
still possible that the Bankruptcy Court could convert Gwenco's
case to Chapter 7 and liquidate all of Gwenco's assets if the
Court determines that Gwenco is unable to perform under the Plan.  
In the case of a Chapter 7 conversion, Quest would be materially
impacted and could lose all of its working assets and have only
unpaid liabilities.  In particular, the carrying value of the
mineral rights does not necessarily represent liquidation value if
the Company was forced to sell the mineral rights in liquidation
in a liquidation proceeding under Chapter 7 of the Bankruptcy
Code.  In addition, the Company might be forced to file for
protection under Chapter 11 as it is the primary guarantor on a
number of Gwenco's contracts.

                       About Quest Minerals

Headquartered in Paterson, New Jersey, Quest Minerals & Mining
Corp. (OTC BB: QMNM) -- <http://www.questmining.net/>http://www.questmining.net/-- acquires  
and operates energy and mineral related properties in the
southeastern part of the United States.  Quest focuses its efforts
on properties that produce quality compliance blend coal.

Quest is a holding company for Quest Minerals & Mining, Ltd., a
Nevada corporation, or Quest (Nevada), which in turn is a holding
company for Quest Energy, Ltd., a Kentucky corporation, or Quest
Energy, and of Gwenco, Inc., a Kentucky corporation, or Gwenco.  
Quest Energy is the parent corporation of E-Z Mining Co., Inc, a
Kentucky corporation, or E-Z Mining, and of Quest Marine Terminal,
Ltd., a Kentucky corporation, or Quest Marine.

Gwenco leases over 700 acres of coal mines, with approximately
12,999,000 tons of coal in place in six seams.  In 2004, Gwenco
had reopened Gwenco's two former drift mines at Pond Creek and
Lower Cedar Grove, and had begun production at the Pond Creek
seam.  This seam of high quality compliance coal is located at
Slater's Branch, South Williamson, Kentucky.


QWEST COMMUNICATIONS: S&P Assigns 'BB' Rating on $1.035 Bil. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue and
recovery ratings to Qwest Communications International Inc.'s
([BB/Negative/--], Qwest) new $1.035 billion revolving credit
facility.  The issue-level rating is 'BB' (same as the corporate
credit rating on the company), with a recovery rating of '3',
indicating S&P's expectations for meaningful (50%-70%) recovery in
the event of a payment default.  
     
The new revolver replaces the company's $945 million revolver due
October 2010.  The revolver is secured by a first lien on the
stock of subsidiary Qwest Corp., with no upstream guarantee from
Qwest Corp., and is therefore structurally junior to the debt at
Qwest Corp. The rating is based on preliminary documents and is
subject to satisfactory review of final documentation.  
     
The corporate credit rating remains unchanged at 'BB'.  

                           Ratings List

              Qwest Communications International Inc.

     Corporate Credit Rating                    BB/Negative/--

                             New Rating

              Qwest Communications International Inc.

          $1.035 billion revolving credit facility   BB
           Recovery Rating                           3


RADLAX GATEWAY: Has Until March 15 to Propose a Chapter 11 Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended RadLAX Gateway Hotel, LLC, and its debtor-affiliates'
time to propose a Chapter 11 plan until March 15, 2010, and to
solicit acceptances of that plan until May 14, 2010.

Oak Brook, Illinois-based RadLAX Gateway Hotel, LLC, operates a
hotel.  The Company and its affiliates filed for Chapter 11 on
Aug. 17, 2009 (Bankr. N.D. Ill. Case Nos. 09-30047 - 09-30032).
David M. Neff, Esq., at Perkins Coie LLP, represents the Debtors
in their restructuring efforts.  In their petition, the Debtors
listed  $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in debts.


RAINTREE HEALTHCARE: Bankr. Tolled Appeal Time in Texas Suit
------------------------------------------------------------
WestLaw reports that in a negligence action brought against a
debtor and non-debtors, which was dismissed for want of
prosecution, the bankruptcy statute providing an extension of
deadlines in non-bankruptcy courts for 30 days until after notice
of termination of the automatic stay extended the notice-of-appeal
deadline for the dismissal order with respect to all the
defendants in the case, not just with respect to the debtor
defendant.  The trial court had found that the automatic
bankruptcy stay applied in favor of all of the defendants, not
just the debtor defendant.  Brashear v. Victoria Gardens of
McKinney, L.L.C., --- S.W.3d ----, 2009 WL 4827862 (Tex. App.,
Dallas) (Moseley, Fitzgerald and Fillmore, JJ.).

Paula Brashear filed a lawsuit in the 296th Judicial District
Court in Collin County, Tex. (Cause No. 296-00275-01) against
Victoria Gardens of McKinney, L.L.C. and Lisa Mauer, plus RainTree
Healthcare Corporation, Stephen J. Wolf, and Eddie Haggard in Feb.
2001.  RainTree promptly filed a suggestion of bankruptcy advising
that it sought chapter 11 protection (Bankr. D. Ariz. Case Nos.
00-01961 through 00-01975) on February 29, 2000.  As reported in
the Troubled Company Reporter on Mar. 16, 2000, Omega Healthcare
Investors Inc., took possession of the RainTree's nursing homes
and contracted with Vencor Operating Inc., to manage the
properties and supervise direct patient care.  Raintree's chapter
11 case was closed on Aug. 17, 2007.


REFCO INC: 2nd Circ. Asks NY Court to Mull Refco Trustee Claims
---------------------------------------------------------------
Law360 reports that the bankruptcy trustee for Refco Inc. brought
his suit implicating Mayer Brown LLP, KPMG LLP and other corporate
giants in the massive Refco fraud to a federal appeals court,
which has now turned to New York's highest court for guidance.

Headquartered in New York, Refco Inc. -- <http://www.refco.com/>http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Plan Administrators' Objection Deadline Moved to June 7
------------------------------------------------------------------
At the behest of the plan administrators of Refco, Inc., and its
affiliates, Bankruptcy Judge Robert Drain further extended the
deadline within which they may file objections to general
prepetition and administrative claims, through and including
June 7, 2010.

The Claims Objection Deadline expired on December 5, 2009.

The Plan Administrators averred that the Claims Objection
Extension will afford them sufficient time to analyze
potential avoidance issues, complete pending or proposed
settlement discussions, and avoid inadvertent allowance of an
invalid claim or administrative expense by lapse of time.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- <http://www.refco.com/>http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Togut Obtains Reduced Commission of $9.1 Million
-----------------------------------------------------------
Albert Togut, in his capacity as trustee for the Chapter 7 estate
of Refco LLC, will be paid $9.1 million no later than
December 30, 2009, as final allowance of his statutory trustee
commission without a bonus.

Mr. Togut previously asked the Court to award him a statutory
commission of $28 million for services he rendered and to be
rendered as the Chapter 7 trustee for the estate of Refco LLC.

Calling Mr. Togut's $28-million commission request a
"breathtaking personal fee," the plan administrators of
Reorganized Refco Inc., and its subsidiaries, and Reorganized
Refco Capital Markets, Ltd., contended, among other things, that
evidence of Mr. Togut's (i) diligence in serving the interests of
his creditors, (ii) prompt arrangement of distributions to, or
withholding from, creditors, and (iii) employment of efficient
and streamlined dispute resolution procedures to resolve claims
will be contested.

In response, Mr. Togut averred that the Objection "contains many
misstatements and inaccuracies, both factual and legal,
concerning the LLC Chapter 7 case and the relevant judicial
authority governing the allowance of statutory commissions for
Chapter 7 trustees."

Subsequently, Mr. Togut and the Objectors held discussions to
resolve the issue and facilitate a distribution in the Chapter 7
estate in 2009.  At a preliminary status conference held on
December 16, 2009, the parties have agreed to (i) a reduced
Trustee Commission from $28 million to $9,973,000, and (ii) an
additional interim distribution to be made by the Trustee on
account of the certain Allowed Claims in the amount of
approximately $30 million.

The proposed resolution is also conditioned on the Refco Plan
Administrator assuming responsibility for the continued retention
or destruction of the historical records of Refco LLC currently
maintained in storage.

Subsequently, Mr. Togut told the Court he is prepared to reduce
his requested commission from $28 million to $9,973,000 if the
Court enters an order on Friday, December 18, 2009.

Mark S. Kirschner, the RCM Plan Administrator, noted that
notwithstanding the absence of any discovery, he will appear and
contest on the merits if Mr. Togut wished to proceed on
December 18, 2009, to prove evidence for the allowance of his
$9.973 million request.  If Mr. Togut is not prepared to proceed
on his amended application, the Court must enter a pre-trial
discovery order, Mr. Kirschner said.

In the interest of avoiding costly and protracted litigation that
may result in a less favorable outcome and a significant delay of
distributions to creditors, the Refco Plan Administrator and
Refco Plan Committee expressed their support to Mr. Togut's
Amended Application.

Accordingly, in an order dated December 18, 2009, Judge Robert D.
Drain of the United States Bankruptcy Court for the Southern
District of New York awarded the Chapter 7 Trustee a $9.1 million
reduced commission.  "No further commissions [will] be paid to
the Trustee in this case," the Court clarified.

Consistent with the resolution reached among the parties, Judge
Drain also authorized the further Interim Distribution to the
Reorganized Refco Debtors by no later than December 30, 2009, in
the approximate amount of $30 million, as well as the Refco Plan
Administrator's assumption of responsibility for the continued
retention and destruction of the Historical Records.

The Court directed the Chapter 7 Trustee to "attempt to
expeditiously resolve all claims objections and affirmative
claims and otherwise wind up the LLC Chapter 7 estate in the
normal course, and consult closely with the Plan Administrator
and the Refco Plan Committee in developing and implementing the
wind-up and related strategy."

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- <http://www.refco.com/>http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Togut Wants to Dispose Of Records in Storage
-------------------------------------------------------
In the course of winding down Refco LLC's operations and
liquidating the Chapter 7 Debtor's estate, Albert Togut, in his
capacity as Chapter 7 Trustee, and his professionals identified
and catalogued more than 135,000 boxes containing records
belonging to Refco LLC as well as other Refco entities in 2006.
The records are stored in various off-site facilities, primarily
in Chicago, Illinois, and New York.

Since 2006, additional boxes were added to the storage facilities
and boxes in additional storage facilities were discovered.  The
vast majority of the records are records of Refco LLC or
predecessor futures commission merchants or FCM acquired by Refco
LLC, according to Scott E. Ratner, Esq., at Togut, Segal & Segal
LLP, in New York.

Upon inventory of Refco LLC records and pursuant to a Court order
dated November 19, 2008, authorizing the disposal of certain
records in storage, Mr. Togut destroyed approximately 65,000
boxes containing historical stored records.  The Chapter 7
Trustee, however, identified from those remaining records
approximately 63,000 additional boxes with historical Stored
Records that (i) appear to be older than five years, (ii) are no
longer required to be maintained, and (iii) do not appear to be
relevant to any ongoing investigation or litigation, Mr. Ratner
relates.

The Stored Records include:

  (a) 52,023 boxes for which there are box content descriptions
      and that (i) appear to contain old Refco LLC trading
      tickets, order tickets, floor tickets, equity runs,
      customer and exchange trading data, customer information
      of entities acquired by LLC and that are more than five
      years old, or (ii) contain records or other materials that
      are not required to be maintained under applicable laws
      and regulations, including old office supplies and non-
      customer records;

  (b) 10,518 boxes of records for which the Chapter 7 Trustee
      does not have a description of box contents, but which
      documents appear to have been sent to storage more than
      five years ago, including records dating back to the 1990s
      or earlier; and

  (c) 234 boxes of records for which the Chapter 7 Trustee does
      not have a description of box contents, but originated
      from Refco LLC's Los Angeles operations, appear related to
      introducing broker or FCM operations conducted out of that
      office and appear to duplicate other records maintained by
      Refco LLC.

The Chapter 7 Trustee has submitted the list of the boxes of
Stored Records to the Commodity Futures Trading Commission and
the United States Trustee, both of whom have not indicated
objections to the destruction of the Stored Records.  The CFTC
has reserved its right to request and designate certain of the
boxes be withheld from destruction, which request the Trustee
would seek to accommodate, Mr. Ratner notes.

As contemplated under Rule 2002(h) of the Federal Rules of
Bankruptcy Procedure, only parties who filed proofs of claim
should be required to receive notice of the Records Disposal
Motion.  "Service of the Disposal Motion on the more than 120,000
parties that did not respond to the Claims Bar Date would do
nothing more than delay the Court's consideration of the Disposal
Motion and diminish estate assets otherwise available for
distribution to creditors with allowed claims," Mr. Ratner points
out.

Fixing the notice requirements under Bankruptcy Rule 2002 will
substantially reduce administrative costs and burdens and result
in substantial cost savings and other efficiencies to the Chapter
7 Debtor's estate, Mr. Ratner avers.

Pursuant to Bankruptcy Rule 2002(l), Mr. Togut also seeks
authority to publish notice of the Disposal Motion in the
National Edition of The Wall Street Journal.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- <http://www.refco.com/>http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REGAL CINEMAS: Bank Debt Trades at Less Than 1% Off
---------------------------------------------------
Participations in a syndicated loan under which Regal Cinemas - a
subsidiary of holding company Regal Entertainment Group -- is a
borrower traded in the secondary market at 99.28 cents-on-the-
dollar during the week ended Dec. 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.50 percentage points
from the previous week, The Journal relates.  The Company pays 375
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 30, 2013, and is not rated by Moody's and
Standard & Poor's.  The debt is one of the biggest gainers and
losers among 173 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Thursday.

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- <http://www.REGmovies.com/>http://www.REGmovies.com/-- is the largest motion picture  
exhibitor in the world.  The Company's theatre circuit, comprising
Regal Cinemas, United Artists Theatres and Edwards Theatres,
operates 6,782 screens in 549 locations in 39 states and the
District of Columbia.  Regal operates theatres in all of the top
33 and 44 of the top 50 U.S. designated market areas.

As of April 2, 2009, the Company's debts ($2,809,900,000) exceeded
its assets ($2,563,000,000).


REGENT COMMUNICATIONS: Receives Nasdaq Delisting Notice
-------------------------------------------------------
Regent Communications, Inc. disclosed that on December 21, 2009,
it received notice from The Nasdaq Stock Market indicating that
Regent failed to comply with the minimum market value of publicly
held shares requirement set forth in Nasdaq Listing Rule
5450(b)(3)(C) for continued listing of its common stock on The
Nasdaq Global Market because the market value of its publicly held
shares of its common stock closed under $15.0 million for 30
consecutive business days.  The notice also stated that, in
accordance with Nasdaq Listing Rule 5810(c)(3)(D), Regent would be
provided 90 calendar days, or until March 22, 2010, to regain
compliance with the minimum market value of publicly held shares
requirement.  To regain compliance, the closing market value of
Regent's publicly held shares of its common stock must close at
$15.0 million or more for a minimum of 10 consecutive business
days prior to the market close on March 22, 2010.

In the event that Regent does not regain compliance with Nasdaq
Listing Rule 5450(b)(3)(C) by March 22, 2010, Nasdaq will provide
written notification that Regent's common stock will be subject to
delisting from The Nasdaq Global Market.  At that time, Regent may
appeal Nasdaq's determination to a Nasdaq Listing Qualifications
Panel.  Alternatively, prior to March 22, 2010, Regent could apply
to transfer its common stock to the Nasdaq Capital Market if it
satisfies all requirements for initial inclusion on that market,
but Regent currently does not meet the stockholders' equity
requirement required for such listing.  Accordingly, there can be
no assurance that Nasdaq would approve an application for transfer
to The Nasdaq Capital Market and/or that Nasdaq would grant any
appeal for continued listing, in the event that Regent would seek
such relief.

As previously disclosed by Regent, on November 30, 2009, Regent
received written notification from Nasdaq that Regent's common
stock would be delisted from The Nasdaq Global Market for failure
to comply with Nasdaq's $1.00 per share minimum bid price
requirement unless Regent requested a hearing before a Nasdaq
Listing Qualifications Panel.  On December 4, 2009, Regent timely
requested such a hearing, which request has stayed any action with
respect to the Staff Determination regarding the minimum bid price
requirement until the Nasdaq Listing Qualifications Panel renders
a decision subsequent to the scheduled January 7, 2010 hearing.
However, there can be no assurance that Nasdaq will grant the
Company's request for continued listing following that hearing.

                   About Regent Communications

Regent Communications, Inc. is a radio broadcasting company
focused on acquiring, developing and operating radio stations in
mid-sized markets.  Regent owns and operates 62 stations located
in 13 markets.  Regent's shares are traded on the Nasdaq Stock
Market under the symbol "RGCI."


RENAISSANT LAFAYETTE: Files for Chapter 11 Bankruptcy
-----------------------------------------------------
Rick Romell at the Journal Sentinel reports that Renaissant
Lafayette LLC filed for Chapter 11 bankruptcy, listing assets of
between $50 million and $100 million, and debts of $100 million
and $500 million.

The filing came as Amalgamated Bank, which is owed more than
$100 million, continues to press for foreclosure on the Park
Lafayette in Milwaukee County Circuit Court.  The bank has
succeeded in getting a receiver appointed to oversee the property,
Mr. Romell says.

Based in Chicago, Renaissant Lafayette LLC is a real estate
developer.


RENEW ENERGY: ALL Fuels Wants to Reconsider Sale Order
------------------------------------------------------
ALL Fuels - Jefferson Energy LLC asked the U.S. Bankruptcy Court
in Madison to reconsider the proposed sale order in Renew Energy
LLC case, wherein Valero was named winning bidder of the company's
facility when it bid $72 million on Dec. 11, 2009.  ALL Fuels
argued that it made a $77 million offer before time expired during
the bidding but Blair and Bankers' Bank who conducted the sale did
not permit the bid to be considered, according to Wisconsin AG
Connection.

                        About Renew Energy

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
<http://www.renewenergyllc.com/>http://www.renewenergyllc.com/-- operates an ethanol plant
facility.  The Company filed for Chapter 11 on January 30, 2009
(Bankr. W.D. Wis. Case No. 09-10491).  Christopher Combest, Esq.,
at Quarles & Brady LLP, represents the Debtor in its restructuring
efforts.  William T. Neary, the United States Trustee for Region
11, appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  The Debtor disclosed $188,953,970 in total
assets and $194,410,573 in total debts.


RENEW ENERGY: ALL Fuels Wants Valero Sale Revisited
---------------------------------------------------
ALL Fuels & Energy and its subsidiary, ALL Fuels - Jefferson, LLC,
have filed a motion to reconsider the proposed sale order in the
Renew Energy LLC Chapter 11 bankruptcy proceeding (U.S. Bankruptcy
Court, Western District of Wisconsin, Case No. 09-10491).  The
proposed sale order approves the sale of the Renew Energy's
ethanol plant to Valero Renewable Energy Company for $72 million.

ALL Fuels-Jefferson, LLC was one of four qualified bidders at the
December 11, 2009 auction of the Renew Energy ethanol plant held
in Madison, WI, and managed by William Blair & Company and
Bankers' Bank, the lead secured creditor in the bankruptcy
proceeding.  During the auction, at approximately 8:45 p.m.,
Valero submitted a $72 million cash bid as a "conditional" bid,
with an expiration time of 9:15 p.m. At 9:01 p.m., a $77 million
bid by ALL Fuels-Jefferson, LLC was announced, based on a discount
formula, as a "bid of $72.1 million".  Blair and Bankers' Bank
then advised the auction participants that "time had run out, the
auction closed", and announced that the "best bid is Valero", even
though Valero's bid was $5 million less than the All Fuels-
Jefferson, LLC bid. At 9:06 p.m., the ALL Fuels-Jefferson, LLC
attempted to enter a substantially higher bid than its previous
$77 million bid.  ALL Fuels-Jefferson, LLC was not permitted to
enter this bid by Blair and Bankers Bank.

ALL Fuels-Jefferson LLC believes important information regarding
the auction and determination of the winning bid by Blair and
Bankers Bank was not brought to the bankruptcy court's attention
at the December 14, 2009, sale confirmation hearing, including the
fact that ALL Fuels-Jefferson, LLC's bid, announced as a bid of
$72.1 million, was in fact a bid of $77 million to which a
discount was applied by Blair and Bankers Bank. ALL Fuels-
Jefferson, LLC's motion to reconsider will address these important
facts. "We are going back to the U.S Bankruptcy Court in Madison,
Wisconsin, with all of the facts of what really occurred at the
auction in the hands of Bankers Bank and William Blair", said Dean
Sukowatey, President & CEO, ALL Fuels & Energy.

ALL Fuels-Jefferson, LLC's bid was backed by a $65 million term
loan commitment from Bankers' and equity derived from a consortium
of equity partners, as well as a $55 million corn procurement and
risk management commitment from a significant commodities firm.

                       About Renew Energy

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
<http://www.renewenergyllc.com/>http://www.renewenergyllc.com/-- operates an ethanol plant
facility.  The Company filed for Chapter 11 on January 30, 2009
(Bankr. W.D. Wis. Case No. 09-10491).  Christopher Combest, Esq.,
at Quarles & Brady LLP, represents the Debtor in its restructuring
efforts.  William T. Neary, the United States Trustee for Region
11, appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  The Debtor disclosed $188,953,970 in total
assets and $194,410,573 in total debts.


RESOURCE ENERGY: Discovery from LLC Members Not Stay Violation
--------------------------------------------------------------
WestLaw reports that efforts on the part of a party that had
commenced a prepetition lawsuit against both a limited liability
company and its members, to compel discovery from the members
alone following commencement of the LLC's Chapter 11 case, were
not acts to obtain possession of, or to exercise control over,
property of the estate, and did not violate the automatic stay.  
It did not matter that the requested discovery encompassed
documents of the LLC, to which the members had access only in
their capacities as individual members of the LLC.  In re Resource
Energy Technologies, LLC, --- B.R. ----, 2009 WL 4332917 (Bankr.
W.D. Ky.) (Lloyd, J.).

Resource Energy Technologies, LLC, filed a chapter 11 petition
(Bankr. W.D. Ky. Case No. 09-33669) on July 24, 2009.  A copy of
the Debtor's petition is available at
<http://bankrupt.com/misc/kywb09-33669.pdf>http://bankrupt.com/misc/kywb09-33669.pdfat no charge.


REXAIR LLC: Moody's Assigns 'B1' Rating on $72 Mil. Facilities
--------------------------------------------------------------
Moody's Investors Service assigned B1 ratings on Rexair LLC's new
$72 million first lien senior secured credit facilities.  
Concurrently, Moody's affirmed the B1 corporate family rating on
its parent company, Rexair Holdings, Inc., and raised the
probability of default rating to B1 from B2.  The ratings outlook
remains negative.  

Proceeds of the new credit facilities, new $13.5 million
subordinated notes (not rated by Moody's) and cash will be used to
refinance the company's credit facilities that were due to mature
on June 30, 2010, of which $84.2 million was outstanding on
October 3, 2009.  

The PDR upgrade to B1 reflects a change in assumed recovery rate
in the event of default to 50% from the prior 65% assumption,
which was prompted by the change in Rexair's capital structure
from an all first-lien debt structure to a blended first- and
second-lien debt structure.  

The continued negative outlook reflects the potential risk of
ongoing volume declines amid a weak global economic environment,
as consumers may remain cautious with higher priced discretionary
spending, and credit remains tight.  A downgrade could stem from
sustained sales or earnings declines due to the challenging retail
environment, or from weaker than expected free cash flows.  

The affirmation of the B1 CFR reflects the company's consistently
high operating margins, solid interest coverage, and modest
leverage for its rating category.  The rating further reflects its
global sales diversification, stable dealer network within the
United States, and the expectation for good near term liquidity.  
The company's very small size, dependency on a single product line
in a mature product category and the inherent volatility and
competitiveness of the world wide direct sales industry remain
significant rating constraints.  

These ratings were assigned:

Rexair LLC:

  -- $15 million senior secured first lien revolving credit
     facility at B1 (LGD3, 43%)

  -- $57.4 million senior secured first lien term loan at B1
     (LGD3, 43%)

Ratings affirmed:

Rexair Holdings, Inc.

  -- Corporate family rating at B1

Ratings raised:

Rexair Holdings, Inc.

  -- Probability of default rating to B1 from B2

Ratings withdrawn:

Rexair Holdings, Inc.

  -- Senior secured credit facilities due June 30, 2010, at B1
     (LGD3, 34%)

The ratings outlook is negative.  

The last rating action for Rexair Holdings occurred on July 2,
2009, when Moody's affirmed the company's B1 corporate family
rating and changed the ratings outlook to negative from stable.  

Rexair LLC, based in Troy Michigan, is the operating subsidiary of
Rexair Holdings, Inc.  The company manufactures and distributes
the Rainbow Cleaning System, a premium vacuum cleaner.  Net sales
were about $109 million in the fiscal year ended October 3, 2009.  


RITE AID: Bank Debt Trades at 12.85% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Rite Aid
Corporation is a borrower traded in the secondary market at 87.15
cents-on-the-dollar during the week ended Dec. 24, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.67 percentage
points from the previous week, The Journal relates.  The loan
matures on May 25, 2014.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among 173 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Thursday.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- <http://www.riteaid.com/>http://www.riteaid.com/-- is the largest drugstore  
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.

As reported by the Troubled Company Reporter on Oct. 21, 2009,
Moody's affirmed Rite Aid's 'Caa2' corporate family and
probability of default ratings.  Standard & Poor's also affirmed
the 'B-' corporate credit rating, and the outlook is stable.


ROPER BROTHERS: Seeks Court OK for 6-Week Sale of Inventory
-----------------------------------------------------------
Roper Brothers Lumber Company, Inc., has sought authorization from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
sell property of the estate, specifically inventory, free and
clear of all liens, claims, encumbrances and interests.

The Debtor wants to sell inventory outside of the ordinary course
of business for six weeks.  On December 11, 2009, the Debtor
ceased normal business operations and terminated all but a
skeletal staff necessary to liquidate the Debtor's current assets.  
The Debtor has retained two employees at each branch location as
well as key corporate employees to facilitate the liquidation of
inventory on an expedited basis.  The Debtor therefore deems any
post-petition sale to be outside the ordinary course of business.  
The sale is also necessary to complete a fast-track liquidation of
the Debtor's assets.

After the six-week sale period, any remaining inventory will be
sold at auction or to a lot purchaser.  The Debtor will seek
separate court approval of any auction, sale to lot purchaser, or
other sale of assets or the company.

The Debtor anticipates there will be four main channels through
which it will sell its inventory: vendors (repurchasing their own
inventory), competitors, lumber yards, and bulk purchasers.  In
addition, the Debtor is contacting all special order buyers to
encourage them to pickup in-stock special orders.  The Debtor will
also review any offers from other interested channels.

For all sales, the Debtor will accept cash, cashiers checks, and
credit cards as payment for the sales.  The Debtor will consider
short-term credit on an ad hoc basis for customers who have
already approved for credit or can pass the Debtor's standard
credit approval process.

The inventory of the Debtor is subject to the properly perfected
secured interest of Wells Fargo Bank, N.A., which has consented to
the sale.  The proceeds of all sales of inventory will be placed,
pursuant to the Debtor's cash management system, into an account
maintained at Wells Fargo as part of its cash collateral.

Petersburg, Virginia-based Roper Brothers Lumber Company,
Incorporated, filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. E.D. Va. Case No. 09-38215).  
Elizabeth L. Gunn, Esq.; John C. Smith, Esq.; and Roy M. Terry,
Jr., Esq., at DurretteBradshaw, PLC, assist 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.


ROPER BROTHERS: Wants Schedules Filing Deadline on Jan. 20
----------------------------------------------------------
Roper Brothers Lumber Company, Inc., has asked the U.S. Bankruptcy
Court for the Eastern District of Virginia to extend the deadline
for the filing of schedules and statement of financial affairs
until January 20, 2010.

Elizabeth L. Gunn, Esq., at DurretteBradshaw PLC, the attorney for
The Debtor, says that due to the complexity of its operations, it
will be unable to complete its Schedules and statement of
financial affairs by the statutory deadline.

Petersburg, Virginia-based Roper Brothers Lumber Company,
Incorporated, filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. E.D. Va. Case No. 09-38215).  
Elizabeth L. Gunn, Esq.; John C. Smith, Esq.; and Roy M. Terry,
Jr., Esq., at DurretteBradshaw, PLC, assist 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.


ROPER BROTHERS: Hires Kurtzman Carson as Claims Agent
-----------------------------------------------------
Roper Brothers Lumber Company, Inc., has sought authorization from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Kurtzman Carson Consultants LLC as claims, noticing and
balloting agent.

KCC will, among other things:

     a. distribute required notices to parties-in-interest;

     b. receive, maintain, docket and otherwise administer the
        proofs of claim filed in the case;

     c. tabulate acceptances and rejections of the Debtor's plan;
        and

     d. provide administrative services that the Debtor, the Clerk         
        of Court, or the Court may require.

The Debtor requests authority to compensate and reimburse KCC in
accordance with the payment terms, procedures, and conditions set
forth in the KCC Agreement for services rendered and expenses
incurred with this case.  A copy of the agreement is available for
free at:

   <http://bankrupt.com/misc/ROPER_BROTHERS_claims_agent_pact.pdf>http://bankrupt.com/misc/ROPER_BROTHERS_claims_agent_pact.pdf

The Debtor assures the Court that KCC is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Petersburg, Virginia-based Roper Brothers Lumber Company,
Incorporated, filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. E.D. Va. Case No. 09-38215).  
Elizabeth L. Gunn, Esq.; John C. Smith, Esq.; and Roy M. Terry,
Jr., Esq., at DurretteBradshaw, PLC, assist 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.


ROPER BROTHERS: Sec. 341 Creditors Meeting Set for Jan. 25
----------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Roper
Brothers Lumber Company, Incorporated's creditors on January 25,
2010, at 3:00 p.m. at Office of the U.S. Trustee, 701 East Broad
St., Suite 4300, Richmond, Virginia.

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.

Petersburg, Virginia-based Roper Brothers Lumber Company,
Incorporated, filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. E.D. Va. Case No. 09-38215).  Elizabeth
L. Gunn, Esq.; John C. Smith, Esq.; and Roy M. Terry, Jr., Esq.,
at DurretteBradshaw, PLC, assist 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.


ROTHSTEIN ROSENFELDT: Disburse Loans to Certain Employees
---------------------------------------------------------
Paul Brinkmann at South Florida, citing papers filed with the
cuort, reports that Rothstein Rosenfeldt Adler PA made loans or
advances to employees in the last few years, including, among
others:

   * Steve Lippman who received $8.9 million.  Mr. Lippman repaid
     $6.5 million of the total amount;

   * Stuart Rosenfeldt who received $916,6011.  Mr. Rosenfeldt
     repaid $474,144 of the total amount; and

   * Mark Nurik who received $190,000.  Mr. Nurik has not repaid
     the money it received.

Creditors of Rothstein Rosenfeldt Adler PA signed a petition to
send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors say they are owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.


SAIA INC: Has Deal to Sell Common Stock, Modify Debt Agreements
---------------------------------------------------------------
Saia, Inc., has agreed to sell 2,310,000 shares of its common
stock at a price of $11.50 per share to certain qualified
institutional buyers in a private placement.  The net proceeds to
the Company, after payment of placement agency fees associated
with the Offering, are expected to be approximately $25.1 million.  
The Company intends to use the net proceeds to prepay certain
indebtedness and fees.  The Offering is subject to the
satisfaction of certain customary closing conditions and is
expected to close on or about December 29, 2009.

The shares to be sold under the Offering have not been registered
under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.  In
conjunction with the sale of the shares, the Company intends to
file a registration statement on Form S-3 with the Securities and
Exchange Commission to facilitate the resale of such shares from
time to time by the purchasers.

                  Amendments to Debt Agreements

Simultaneously with the Offering, the Company entered into
amendments to its revolving credit agreement and Senior Notes
agreement that provide additional covenant relief through the
first quarter of 2011.  The amendments are subject to the
satisfaction of certain customary closing conditions and are also
conditional upon the successful consummation of the Offering. A
summary of the terms of the amendments are as follows:

   -- Provides certain relief from leverage and fixed charge
      covenants through March 31, 2011.

   -- No change in the pricing grid for the revolving credit
      agreement.

   -- Requires that the Company prepay all principal and interest
      installments on its Senior Notes otherwise due and payable
      during 2010, aggregating approximately $24.5 million.

   -- Interest rates on the Company's Senior Notes increases to
      9.75%, from an average of 6.8%, until the end of the second
      quarter of 2011, subject to compliance with debt covenants,
      and except for the principal and interest prepaid with
      respect to 2010, which will be prepaid at the interest rate
      prior to the effectiveness of the amendment.

   -- Requires prepayment of $2.0 million in fees related to the
      Company's letters of credit otherwise due and payable during
      2010.

   -- Borrowing availability under the revolving credit agreement
      is permanently reduced from $160 million to $120 million.

   -- Amendment fees of approximately $900,000.

                         Business Update

As reported on the third quarter conference call on October 23,
2009, the Company experienced a decrease in volumes in October
primarily due to highly competitive pricing pressure.  October
2009 LTL tonnage per day decreased 7.3% compared to October 2008.
There was a sequential improvement of 3.0% in LTL tonnage per day
in November 2009 compared to October 2009, which approximates the
Company's normal seasonality.  The Company's November 2009 LTL
tonnage per day decreased 4.5% when compared to November 2008.
During the fourth quarter of 2009, operating revenue and margins
also continue to be challenged by the cumulative effect of yield
deterioration due to continued pricing actions taken by certain
competitors.  The Company believes these volume and pricing trends
result from continuing excess capacity in the LTL industry.

Fourth quarter expenses have been adversely impacted by, among
other things, health care expenses which are expected to be
$1.7 million higher than the same period in the prior year despite
a 10% reduction in our headcount.  Health care expenses in the
fourth quarter of 2009 are currently expected to be approximately
$1.1 million higher than such expenses in the third quarter of
2009.

As a result of the above trends, the fourth quarter 2009 loss per
share is currently projected to be in the range of $0.30 to $0.36
per share with an operating ratio (operating expenses divided by
operating revenue) of approximately 102%.  The loss per share
estimate is based on the number of shares of common stock
currently outstanding and does not include the shares of common
stock being offered pursuant to the Offering.  This estimated loss
is a projection and actual results could vary from such projection
due to a number of factors.  Key assumptions (which, if they are
not met, could cause such projection to be incorrect) include, but
are not limited to: (i) December tonnage and yields that are
consistent with conditions experienced in the quarter to date,
adjusted for normal seasonality; (ii) the absence of unusually bad
weather that could disrupt operations; (iii) the absence of any
unusually serious accidents; and (iv) the absence of industry
consolidation which could substantially improve LTL industry
excess capacity conditions.

"We believe the combination of equity raised from this offering
and the covenant relief from our lenders should provide us with
the flexibility to manage through a continued economic downturn
and respond to an industry consolidation event," said Rick O'Dell,
president and chief executive officer.

Saia, Inc. -- <http://www.saia.com/>http://www.saia.com/-- is a less-than-truckload  
provider of regional, interregional and guaranteed services
covering 34 states.  With headquarters in Georgia and a network of
147 terminals, Saia employs 7,000 people.


SANMINA-SCI CORPORATION: Moody's Affirms 'B1' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Sanmina-SCI Corporation's
corporate family (B1), probability of default (B1) and speculative
grade liquidity (SGL-2) ratings; upgraded the senior floating rate
notes to Ba3 from B1 and senior subordinated notes to B2 from B3;
and changed the outlook to positive.  

These ratings were affirmed:

* Corporate Family Rating -- B1
* Probability of Default Rating -- B1
* Speculative Grade Liquidity Rating - SGL-2

These ratings were upgraded and assessments changed:

  -- $257 Million (originally $300 Million) Senior Floating Rate
     Notes due 2014 to Ba3 (LGD-3, 32%) from B1 (LGD-3, 47%)

  -- $400 Million Senior Subordinated Notes due 2013 to B2 (LGD-5,
     73%) from B3 (LGD-5, 85%)

  -- $600 Million Senior Subordinated Notes due 2016 to B2 (LGD-5,
     73%) from B3 (LGD-5, 85%)

The positive rating outlook reflects restoration of Sanmina's
operating margin to pre-recession levels as of the September 2009
quarter.  Additionally, it incorporates Moody's expectation that
Sanmina's operating performance, EBITDA and financial leverage
will demonstrate better results over the next 12 -- 18 months due
to an improved business environment and a pipeline of new program
wins in traditional and non-traditional verticals, plus good
execution on cost reductions and working capital management.  The
positive outlook also anticipates the resumption of revenue
growth, and that gross and operating margin expansion will be
supported by improving product mix and higher capacity
utilization.  

Sanmina's B1 corporate family rating is supported by its Tier-1
status in the EMS industry with a focus on non-consumer, high mix
vertically-integrated products and services, growing diversity in
Sanmina's served end markets, and the company's strength in newer
industry segments such as medical, renewable energy and
aerospace/defense.  Support is also derived from improved gross
and operating margins, a shift to a higher margin proprietary
product mix, as well as improved operating efficiencies from
completion of restructuring programs, including the consolidation
of its Printed Circuit Boards and Enclosures facilities.  Finally,
the B1 rating considers enhanced working capital management,
expectations of improved EBITDA levels and a solid liquidity
profile.  The rating is constrained by the company's smaller size
compared to its larger EMS peers as well as historical volatility
in operating performance and high leverage.  The B1 rating also
reflects Sanmina's limited demand visibility and sizable customer
concentration.  Additionally, it reflects Moody's expectation of
some near-term margin pressure in Sanmina's communications
infrastructure and enterprise computing segments as global demand
recovers slowly and remains weak relative to historical levels,
Asian competition increases and OEM consolidation negatively
impacts volumes.  

The senior and subordinated notes were upgraded one notch under
Moody's LGD (Loss Given Default) Methodology due to reduction of
the senior secured creditor class from the consolidated debt
capital structure when Sanmina replaced its $500 million secured
revolving credit facility with a $135 million secured asset-based
revolver.  

With no debt maturities until 2013, Sanmina's SGL-2 speculative
grade liquidity rating indicates good liquidity, as evidenced by
historically good (though volatile) free cash flow generation and
Moody's expectation of FCF in the range of $50 - $100 million in
fiscal 2010.  Pro forma for the recent $176 million floating rate
note redemption, Sanmina's balance sheet cash is roughly
$723 million as of October 3, 2009.  The SGL-2 rating is also
supported by the company's available external liquidity, which
includes a $135 million secured asset-based revolver and an
approximate $250 million A/R factoring program.  The ABL, which
currently has $25 million drawn for letters of credit, was
eligible to borrow approximately $62 million at fiscal year end.  
The SGL-2 rating also takes into account ample cushion under the
credit facility's financial covenants.  To the extent there are
amounts outstanding under the revolver, and after the availability
election is triggered, Sanmina is required to maintain a fixed
charge coverage ratio of 1.0x, which Moody's expects the company
to remain compliant with over the next 12 months.  The SGL-2
rating also considers the predominantly unsecured nature of
Sanmina's existing debt.  

The last rating action was on December 20, 2007, when Moody's
downgraded Sanmina's CFR to B1 from Ba3, which concluded the
review for possible downgrade initiated in August 2007.  

Headquartered in San Jose, California, Sanmina is one of the
world's largest electronics manufacturing services companies
providing a full spectrum of integrated, value-added solutions.  
For the fiscal year ended October 3, 2009, Sanmina generated
approximately $5.2 billion in revenues and $188 million in EBITDA
(Moody's adjusted).  


SENTRY SELECT: TSE to Delist Real Estate Fund's Class A Units
-------------------------------------------------------------
Sentry Select Capital Inc. disclosed that the Class A Units of
Sentry Select Global Real Estate Fund will be delisted from the
Toronto Stock Exchange at the close of business on or about
January 20, 2010.

As previously announced, a Special Meeting of Unitholders has been
called for Class A and Class F unitholders of the Sentry Select
Global Real Estate Fund.  Sentry Select is proposing that on
February 1, 2010 the Fund merge into Class A and Class F units, as
applicable, of the Sentry Select REIT Fund, an open-end mutual
fund managed by Sentry Select.  The Meeting is scheduled to take
place on January 15, 2010.  On December 22, 2009 a Management
Information Circular containing further details of the Merger was
mailed to Unitholders of record as at December 11, 2009.

If the Merger is not approved by Unitholders, the Fund will be
terminated on or about February 1, 2009.  A notice to this effect
was sent to Unitholders on November 27, 2009.

The Delisting will occur in preparation for the Merger (if all
necessary approvals are received), or alternatively, the
termination of the Fund.

Both the Merger and Delisting remain subject to applicable
regulatory approvals.

                    Sentry Select Capital Inc.

Sentry Select Capital Inc., the manager of the Fund, is a Canadian
wealth management company that offers a diverse range of
investment products including closed-end investment funds, mutual
funds, principal-protected notes and flow-through limited
partnerships, covering a variety of domestic and global mandates.


SEQUENOM INC: Appoints Buechler and Pendarvis as Directors
----------------------------------------------------------
SEQUENOM, Inc., reports that on December 14, 2009, the Company's
board of directors elected Kenneth F. Buechler, Ph.D., and David
Pendarvis as directors.  In addition, the board of directors
appointed Dr. Buechler to the Science Committee and appointed Mr.
Pendarvis to the Compensation Committee, each effective January 1,
2010.

In accordance with the Company's compensation policies for non-
employee directors, Dr. Buechler and Mr. Pendarvis were each
granted a nonqualified stock option to purchase 40,000 shares of
the Company's common stock at $4.41 per share, the fair market
value of the common stock on the date of grant.  Dr. Buechler and
Mr. Pendarvis will each receive additional compensation for his
service as a director in accordance with the Company's
compensation policies for non-employee directors.

Dr. Buechler and Mr. Pendarvis each entered into an
indemnification agreement with the Company.

SEQUENOM also reports that on December 15, 2009, the Company's
board of directors set the proposed date for next year's annual
meeting of stockholders as June 14, 2010.  The proposed date is
more than 30 calendar days from the date of this year's annual
meeting, which was held on May 12, 2009.

"As a result, we have extended the deadline for submitting a
stockholder proposal for inclusion in our Proxy Statement and form
of proxy for our 2010 annual meeting of stockholders from
December 9, 2009, to January 19, 2010.  The deadline for
stockholders to submit proposals or director nominations that are
not to be included in such Proxy Statement and proxy has also been
extended from December 9, 2009, to January 19, 2010.  Stockholders
are advised to review our Bylaws, which contain additional
requirements with respect to advance notice of stockholder
proposals and director nominations," the Company said.

                        About Sequenom Inc.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

As of September 30, 2009, the Company had total assets of
$101,942,000 against total current liabilities of $18,489,000,
deferred revenue, less current portion of $384,000, other long-
term liabilities of $3,693, and long-term portion debt and
obligations of $2,141,000.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SEQUENOM INC: Has Deal with Stockholders on SensiGen Acquisition
----------------------------------------------------------------
SEQUENOM, Inc., on December 21 and 23, 2009, entered into
stipulations with certain stockholders who acquired shares of
SEQUENOM common stock when SEQUENOM purchased the assets of
SensiGen, LLC, in February 2009.

In July 2009, the stockholders asserted claims for damages of
approximately $1.3 million resulting from the alleged breach of
representations and warranties made by SEQUENOM in the asset
purchase agreement.  Pursuant to the stipulations, in
consideration of the stockholders' release of claims, SEQUENOM has
agreed to issue, within five days, an aggregate of 367,547 shares
of its common stock to such stockholders.

The shares of SEQUENOM common stock will be issued to the settling
stockholders pursuant to Section 4(2) and Rule 506 of the
Securities Act of 1933, as amended, as a transaction to accredited
investors not involving a public offering and such shares will not
be eligible for resale in accordance with Rule 144 under the
Securities Act until six months following the issuance of such
shares.

                        About Sequenom Inc.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

As of September 30, 2009, the Company had total assets of
$101,942,000 against total current liabilities of $18,489,000,
deferred revenue, less current portion of $384,000, other long-
term liabilities of $3,693, and long-term portion debt and
obligations of $2,141,000.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SEVERN BANCORP: To Suspend Fourth Quarter Common Stock Dividend
---------------------------------------------------------------
The Board of Directors of Severn Bancorp, Inc., parent company of
Severn Savings Bank, FSB, has suspended the common stock dividend
for the fourth quarter of 2009.  This represents a reduction of
$0.03 per share from the common stock dividend declared for the
third quarter of 2009.

"The decision to not declare a common stock dividend for the
fourth quarter signals our commitment to maintaining a strong
balance sheet as we work through this unprecedented economic
turmoil," said Alan J. Hyatt, president and chief executive
officer.  "While we may be through the worst part of this
recession, and our capital remains well above regulatory
requirements to be considered well capitalized, we have taken this
further action to conserve our capital.  We realize the value of
the common stock dividend to many of our shareholders, but we
believe this is a prudent decision and ultimately in the long-term
best interests of these shareholders.  We look forward to
continuing to improve the bank's position and ultimately returning
to distribution of dividends as market conditions improve."

As reported by the Troubled Company Reporter on November 25, 2009,
Annapolis, Maryland-based Severn Bancorp along with its Bank unit,
has entered into supervisory agreements with the Office of Thrift
Supervision, the Bank's primary federal regulator.  The agreements
set forth steps being taken in response to regulatory concerns
with its operating results and effects of the current economic
environment facing the financial services industry.

"These agreements should not impact our day-to-day operations or
our relationship with our customers or employees," said Alan J.
Hyatt, president and chief executive officer.  "Many of the steps
contained in the agreements are consistent with actions we
identified as necessary and have already begun implementing to
navigate this unprecedented economic disruption."

The agreements relate to certain findings by the OTS during its
examination of Bancorp and the Bank completed in March 2009.  The
agreements require, among other things, in accordance with
specific guidelines set forth in the agreements, that the Bank
revise its policies regarding problem assets, revise its allowance
for loan and lease losses program, revise policies and procedures
for the use of interest reserves, develop and implement a program
for managing risks associated with concentrations of credit,
revise its loan modification policy, and furnish written quarterly
progress reports to the OTS detailing the actions taken to comply
with the agreements.  The agreements will remain in effect until
modified, suspended or terminated by the OTS.

At September 30, 2009, the Bank's regulatory capital ratios
continued to exceed the levels required to be considered "well
capitalized" under applicable federal banking regulations,
including its core (leverage) ratio of approximately 12% compared
to the regulatory requirement of 5% for "well capitalized" status.

"The Bank's capital ratios are significantly above regulatory
minimums and senior management continues to actively address the
findings outlined in the agreements," continued Mr. Hyatt. "We
endeavor to achieve the requirements of the OTS and continue to be
the same reputable local financial resource to the community that
we have always been."

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
<http://www.severnbank.com/>http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.   Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.


SIMMONS BEDDING: Assets Shopped to Chinese Investors
----------------------------------------------------
The Wall Street Journal's James T. Areddy reports details of the
prepackaged reorganization plan for Simmons Bedding Co. last week
were translated into Chinese and posted on the Web site of a
government-owned registry in the southern city of Guangzhou,
China, where large corporate and government assets are put on
sale.

The Journal reports that, according to people involved, the idea
was to encourage potential Chinese bidders to offer Simmons
creditors a better deal than the one presented to the bankruptcy
court, and generate fees for themselves if such a bid were to
proceed,.

"Success looks unlikely for the eleventh-hour effort to encourage
a Chinese bidder to challenge a deal already worked out between
Simmons, its creditors and new investors.  Still, the move marks a
fresh twist in China's push to buy foreign trademarks, technology
and distribution networks.  It is the first attempt by the
government-linked Chinese financiers behind the Simmons push, as
well as the Pennsylvania-based bankruptcy lawyer trying to find
similar deals for them, to help Chinese bidders shop for
acquisitions in U.S. bankruptcy courts," according to Mr. Areddy.

"An asset in bankruptcy is always in play," Mr. Areddy quoted
Leonard P. Goldberger, Esq., at Stevens & Lee in Philadelphia, as
saying.  Mr. Goldberger is working with government-owned Guangzhou
Enterprises Mergers and Acquisition Services, the clearinghouse
that published the Simmons information, Mr. Areddy relates.

According to the Journal, Simmons discounted the endeavor.

"In response to recent rumors. . . . Simmons wants to reiterate
that it is not contemplating any alternate bids in China or
elsewhere nor has Simmons authorized any agent in China to solicit
any such bids," said William S. Creekmuir, executive vice
president and chief financial officer of Simmons, in a written
response to questions, according to the Journal.

According to the Journal, Simmons -- controlled by private-equity
firm Thomas H. Lee Partners before the bankruptcy filing -- told
the bankruptcy court it anticipated reorganizing $1 billion in
debt and exiting bankruptcy protection within 60 days under new
ownership led by Los Angeles-based Ares Management LLC and a
division of Canada's Ontario Teachers' Pension Plan.

In his statement, the Journal notes, Mr. Creekmuir said Simmons
"remains completely committed" to that plan, adding that it "was
reached after an exhaustive and thorough bid process."

The Journal also reports that Gordon Wu, senior partner of Ansion
Private Equity & Venture Capital, an advisory firm owned by the
Guangzhou asset exchange, said an unspecified number of potential
Chinese buyers have expressed interest in Simmons but that none is
likely to put together a credible deal before the U.S. bankruptcy
court proceedings conclude.  It is "probably too late," he said.

The Journal, citing preliminary figures released by Dealogic,
relates that for the second year in a row in 2009, Chinese
purchases of foreign companies in 2009 are to exceed the value of
deals in the opposite direction, at $46 billion and $31.2 billion,
respectively.  That compares with $50.3 billion in foreign
acquisitions by Chinese companies in 2008, and $41.3 billion in
deals with Chinese companies as targets, according to Dealogic.

                        About Simmons Bedding

Atlanta, Georgia-based Simmons Bedding Company -- aka Simmons
Company a Corporation of Delaware; Simmons Company, N.A.; Simmons;
Simmons Company (U.S.A.); Simmons Co.; Simmons Company, a Delaware
Corporation; Simmons Bedding; Simmons USA Company; THL Bedding
Company; Simmons U.S.A. Company; Simmons U.S.A. Corporation;
Simmons Bedding Company -- is a holding company with no operating
assets. Through its wholly-owned subsidiary, Bedding Holdco
Incorporated, which is also a holding company, Simmons Company
owns the common stock of Simmons Bedding Company.  All of Simmons
Company's business operations are conducted by Simmons Bedding
Company and its direct and indirect subsidiaries.  Simmons
Company, together with its subsidiaries, is one of the largest
bedding manufacturers in North America.

The Company filed for Chapter 11 bankruptcy protection on
November 16, 2009 (Bankr. D. Del. Case No. 09-14037).  The
Company's affiliates also filed separate Chapter 11 petitions.  
Simmons Bedding listed $895,970,000 in assets and $1,263,522,000
in liabilities as of June 27, 2009.

Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.


SIX FLAGS: Bankruptcy Judge Okays Plan for Voting
-------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware signed on December 21, 2009,
an order approving the Disclosure Statement explaining the Joint
Plan of Reorganization filed by Premier International Holdings,
Inc., Six Flags, Inc., and their debtor affiliates.

The Court has determined that the Disclosure State contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.  Judge Sontchi overruled all objections to the
Disclosure Statement that have not previously been settled or
withdrawn.

The Disclosure Statement Order has set, among other things, the
deadlines, procedures and instructions for voting to accept of
reject the plan and for filing objections to the confirmation of
the Plan.

For a Ballot to be counted, the original Ballot must be properly
executed, completed, delivered to, and received by Kurtzman
Carson Consultants LLC on or before January 28, 2010, at 5:00
p.m. (Pacific Standard Time).

Ballots need not be provided to holders of Claims or equity
interests in the Debtors in these classes of claims:

  * Class 1 - Other Priority Claims,
  * Class 2 - Secured Tax Claims,
  * Class 3 - Other Secured Claims,
  * Class 4 - SFTP Prepetition Credit Agreement Claims,
  * Class 6 - SFTP Partnership Parks Claims,
  * Class 7 - SFTP and SFTP Subsidiary Unsecured Claims
  * Class 10 - SFO Partnership Parks Claims
  * Class 13 - SFI Partnership Parks Claims
  * Class 15 - Funtime, Inc. Unsecured Claims
  * Class 16 - Subordinated Securities Claims
  * Class 17 - Preconfirmation Subsidiary Equity Interests,
  * Class 18 - Preconfirmation SFO Equity Interests, and
  * Class 19 - Preconfirmation SFI Equity Interests.

Judge Sontchi scheduled the confirmation hearing to be held each
day during the week of March 8 through March 12, 2010, and during
the week of March 15 to March 19.  Objections to the confirmation
of the Plan are due March 1, 2010.

A full-text copy of the Disclosure Statement Order signed
December 21, 2010, is available for free at:

  <http://bankrupt.com/misc/SixF_DSOrdersignedDec21.pdf>http://bankrupt.com/misc/SixF_DSOrdersignedDec21.pdf

               Debtors File Fourth Amended Plan

Prior to the entry of the Disclosure Statement Order, the Debtors
delivered a Fourth Amended Joint Plan of Reorganization and
accompanying Disclosure Statement to the Bankruptcy Court on
December 18, 2009.

The Fourth Amended Plan provides that, as a condition for the
effectiveness of the Plan, the required date of entry of the
confirmation order was modified to March 31, 2010 from
January 31, 2010, as stated in the Third Amended Plan.

Other conditions precedent to the Effective of the Plan, as
specified in the Fourth Amended Plan, are:

* The conditions precedent to the effectiveness of the Exit
   Facility Loans and the New Time Warner Loans are satisfied or
   waived by the parties and the Reorganized Debtors have access
   to funding under the Exit Facility Loans and the New TW Loan;

* The offering must have been consummated;

* All actions and all agreements, instruments or other
   documents necessary to implement the terms and provisions of
   the Plan are effected or executed and delivered, as
   applicable, in form and substance acceptable to the Majority
   Backstop Purchasers in their discretion exercised reasonably;

* All authorizations, consents and approvals, if any, required
   by the Debtors in connection with the consummation of the
   Plan have been obtained and not revoked; and

* All conditions set forth in the Backstop Commitment Agreement
   have been satisfied.

The Fourth Amended Plan also provides that all existing equity
interests in SFI's direct subsidiary, Six Flags Operations, Inc.,
will be cancelled, and 100% of the newly issued common stock of
SFO will be issued to SFI on the Effective Date.

        Creditors' Committee Opposes Plan Confirmation

The Fourth Amended Plan specifically discloses that the Official
Committee of Unsecured Creditors does not support the
confirmation of the Plan.  To the contrary, the Creditors'
Committee believes that the Plan is unconfirmable as a matter of
law because:

(1) it is based on an artificially low valuation; and

(2) it does not reflect the fair value of the Partnership Parks
     and the Debtors' other assets.

The Creditors' Committee further states that as a result, the
Plan does not provide for a sufficient distribution to holders
the 2010 Notes currently classified in Class 14 SFI Unsecured
claims, and distributes too much value to creditors in Class 11
SFO Unsecured Claims.

Additionally, the Creditors' Committee says it has serious
questions about whether the Plan has been proposed in good faith
by the Ad Hoc Committee of SFO Noteholders and the Debtors, as
required by the Bankruptcy Code.  The Creditors' Committee
further believes that, under applicable bankruptcy law, the Plan
cannot be confirmed if creditors in Class 14 do not vote to
approve the Plan as a class.  The Creditors' Committee also
objects to the Plan because it unfairly disadvantages those SFO
creditors who are Backstop Purchasers by allocating a
disproportionately large percentage of stock in Reorganized SFI
to them at the expense of all other creditors in Class 11.

The Creditors' Committee intends to raise objections to
confirmation of the Plan on these and other grounds.

Accordingly, in its capacity as a fiduciary for general unsecured
creditors of all the Debtors, the Creditors' Committee recommends
that Six Flags Operations and Six Flags, Inc. creditors in Class
11 and 14 be entitled to vote to reject the Plan.

A blacklined copy of the Disclosure Statement for the Fourth
Amended Plan is available for free at:

<http://bankrupt.com/misc/SixF_blackline_DS_4thAmendedPlan.pdf>http://bankrupt.com/misc/SixF_blackline_DS_4thAmendedPlan.pdf

A blacklined copy of the Fourth Amended Plan is available for
free at:

<http://bankrupt.com/misc/SixF_blackline_4thAmendedPlan.pdf>http://bankrupt.com/misc/SixF_blackline_4thAmendedPlan.pdf

            SFI Noteholders Want to Reopen Record

Pursuant to Rule 9023 of the Federal Rules of Bankruptcy
Procedure, the Ad Hoc Committee of Six Flags Noteholders asks
Judge Sontchi to reopen the record in connection with the Court's
consideration of approval of the Disclosure Statement.

Additionally, the SFI Noteholders ask the Court to deny the
Debtors' Solicitation Procedure, in part, and the Debtors'
proposed scheduling for the first week of January 2010 for
objections to and hearing on confirmation of the Debtors' Plan
related proceedings.

On December 9, 2009, the SFI Noteholders were informed by the UBS
investment Bank that UBS, within a very short period of time,
would be in a position to raise a fully-committed backstop for
new debt for the Debtors of approximately $1,200,000,000.  The
UBS Financing would be funded as committed debt financing for the
SFI Noteholder Plan in addition to the committed equity rights
offering of at least $420,000,000 proposed by the SFI
Noteholders.

The significance of this new development warrants the relief
requested, Justin R. Alberto, Esq., at Bayard, P.A., in
Wilmington, Delaware, asserts.  In view of this, the SFI
Noteholders further ask the Court that the distribution of the
Disclosure Statement and solicitation of the Debtors' Plan be
conducted no earlier than December 23, 2009, as the distribution
of the Disclosure Statement and the solicitation of the Debtors'
Plan at the same time as UBS's arrangement of the UBS Financing
could have an adverse impact on UBS's efforts.

In order to ensure that all parties in interest are able to fully
and adequately consider the new UBS Financing option, the SFI
Noteholders ask the Court to hold a hearing on this Motion prior
to the distribution of the Disclosure Statement and the
solicitation of the Debtors' Plan, as it is critical that the
Debtors not commence solicitation before the UBS Financing can be
finalized, Mr. Alberto stresses.

James Boland, managing director of UBS Bank, in an affidavit,
affirms the statement of the SFI Noteholders.  Accordingly, Mr.
Boland expresses support of the SFI Noteholders' motion to reopen
record in connection with Court's consideration to approve the
Debtors' Disclosure Statement in connection with the Debtors'
Third Amended Plan of Reorganization.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (<http://bankrupt.com/newsstand/>http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Court OKs Exit Financing Terms After Fees Lowered
------------------------------------------------------------
Exit financing is a necessary and integral component of Six Flags
Inc.'s strategy for emergence from Chapter 11, Paul E. Harner,
Esq., Paul, Hastings, Janofsky & Walker, LLP, in Chicago,
Illinois, told the Court.  The Debtors require exit financing
to, among other things, fund Plan distributions and finance the
Debtors' post-emergence operating expenses and other working
capital needs, he adds.   To that end, he said the Debtors'
proposed Plan of Reorganization will predicate the Plan's
effectiveness on the satisfaction or waiver of all conditions
precedent to exit financing arrangements and the Debtors' access
to funds under those arrangements.

By this motion, Debtors asked Judge Christopher S. Sontchi of the
United States Bankruptcy Court for the District of Delaware for
authority to enter into:

  (a) a commitment letter dated October 26, 2009, by and among
      the Debtors and the "Commitment Parties," led by JPMorgan
      Chase Bank, N.A., J.P. Morgan Securities Inc., Bank of
      America, N.A. and Bank of America Securities, under which
      the Commitment Parties will extend to the Debtors an
      $800 million exit financing facility; and

  (b) a commitment letter dated October 29, 2009, by and among
      certain of the Debtors and TW-SF LLC, a subsidiary of Time
      Warner, Inc., under which TW-SF will extend a $150 million
      multi-draw term loan facility to several non-debtor
      affiliates of Six Flags, Inc.

Following a hearing, Judge Sontchi authorized, but did not direct,
the Debtors to enter into and perform all of their obligations
under the exit financing arrangements pursuant to Section 363(b)
of the Bankruptcy Code.

Judge Sontchi also ruled that the Debtors' obligations under the
Exit Financing Arrangements are actual and necessary costs of
preserving their estates and are thereby afforded administrative
expense priority status under Section 503(b)(1).

The Exit Financing Commitment will be in an aggregate principal
amount equal to $650,000,000 term loans and an aggregate
principal amount of $150,000,000 revolving credit loans.

The Debtors lost their bid for an estimated $800,000,000 in exit
financing and stock sale that they could have used to fund their
way through and out of bankruptcy when Judge Sontchi determined
that the breakup fees in the proposed contract were too high,
Bloomberg News said in a December 9, 2009 report.

"The breakup fees on a proposed $800 million loan and a
$450 million rights offering were excessive by an order of
magnitude or more," Bloomberg News quoted Judge Sontchi as saying
in Court.  Creditors claimed Six Flags would have been forced to
pay $42 million in fees to get out of the transactions later,
Bloomberg noted.

"The Exit Financing and the rights offering were designed to fund
the company's proposed plan of reorganization.  The plan would
have become too inflexible had he approved the agreements," Judge
Sontchi said as reported by Bloomberg.  "It will highly chill the
ability to challenge that plan on its merits, or develop an
alternative."

After Judge Sontchi's decision, the Debtors bargained for lower
fees with the banks providing the loan and with the noteholders
who assured that all the new stock will be sold at the rights
offering.  The new breakup fee related to the offering is
$11.25 million, down from $22.5 million, said company attorney
Paul Harner in court.

Judge Sontchi agreed to consider approval of the new transactions
on December 11 when the company is scheduled to return to court.

In support of their Exit Financing Motion, the Debtors have
submitted a schedule of commitment and break-up fees, a full-text
copy of which is available for free at:

     <http://bankrupt.com/misc/SixF_ExitFbreakupfeesched.pdf>http://bankrupt.com/misc/SixF_ExitFbreakupfeesched.pdf

The Exit Facility and Exit Term Loan could be increased by up to
$30,000,000 in certain circumstances.

Based on the scheduled Confirmation Hearing Dates of March 8,
2010 through March 2010, and therefore an assumed emergence date
in mid-April 2010, the exit revolver will be significantly drawn
at emergence to fund normal seasonal borrowings, incremental
professional fees associated with the reorganization and the
confirmation litigation -- estimated to be approximately
$9,000,000 per month -- and additional default interest on the
Prepetition Credit Agreement -- estimated to be approximately
$1,850,000 per month.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (<http://bankrupt.com/newsstand/>http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Gets Nod for Backstop Commitment Agreement
-----------------------------------------------------
Six Flags Inc. and its units obtained approval from Judge
Christopher S. Sontchi of the United States Bankruptcy Court for
the District of Delaware of a backstop commitment agreement dated
November 6, 2009, and an accompanying common stock term sheet in
connection with their Joint Plan of Reorganization and
accompanying Disclosure Statement.

To provide assurance that the rights offering contemplated under
the Second Amended Plan is consummated in respect of the entire
Offering Amount, Avenue Capital Management, Fidelity Management &
Research Co. and certain of its affiliates, Hayman Advisors,
L.P., J.P. Morgan Investment Management Inc., Third Point, LLC
and WhiteBox Advisors, LLC -- the Backstop Purchasers -- commit,
severally and not jointly, to purchase its respective Commitment
Percentage of Shares in the aggregate principal amount equal to
$450,000,000.

The Backstop Commitment Agreement also provides that any and all
matters relating to the form of the Second Amended Plan, the
terms of the Offering and of any guarantees and any inter
creditor arrangements relating to other indebtedness of the
Debtors must be satisfactory to the Majority Backstop Purchasers,
Paul Harner, Esq., at Paul, Hastings, Janofksy & Walker LLP, in
Chicago, Illinois, relates.

Judge Sontchi overruled with prejudice all objections that have
not been withdrawn or settled.

Similarly, Judge Sontchi also approved:

-- the Backstop Commitment Documents, the minimum allocation
    provisions set forth in those documents, the payment of fees
    contemplated by the documents, the expenses of the Backstop
    Purchasers, and the indemnification provisions set forth in
    the Backstop Commitment Documents; and

-- the New Common Stock Term Sheet and the transactions
    contemplated therein, including, without limitation, the
    payment of all consideration and fees referred to therein
    are approved.

Judge Sontchi further ruled that in the event the Debtors enter
into a financing transaction with parties other than the Backstop
Purchasers or do not issue the New Common Stock on the terms set
forth in the Plan and the New Common Stock Term Sheet, the
Debtors will pay to the Backstop Purchasers an aggregate break up
fee equal to 2.5% of the Offering Amount, which fee will be
fully earned on December 18, 2009 and will be payable in full in
Cash upon the confirmation of any Chapter 11 plan of
reorganization or liquidation with respect of the Debtors.

Nothing in the Order will prohibit the Official Committee of
Unsecured Creditors from raising substantive confirmation
objections to the Plan related to the treatment of SFO Note
Claims under the Plan, or the proposed allocation of New Common
Stock to be distributed under the Plan to holders of SFO Note
Claims on account of those Claims, Judge Sontchi decreed.

A full-text copy of the Backstop Commitment Agreement and the New
Common Stock Term Sheet is available for free at:

       <http://bankrupt.com/misc/SixF_BackStopCommAgrmnt.pdf>http://bankrupt.com/misc/SixF_BackStopCommAgrmnt.pdf

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (<http://bankrupt.com/newsstand/>http://bankrupt.com/newsstand/or 215/945-
7000).


SJ LAND: Court Dismisses Chapter 11 Case; Spyksmas to Pay $1MM
--------------------------------------------------------------
The Hon. Thomas B. Donovan of the U.S. Bankruptcy Court for the
Central District of California approved the dismissal of the
Chapter 11 case of SJ Land, LLC.

The Court ordered that the Debtor will be entitled to receive, and
to retain free and clear of any
claims and interests of 1st Pacific Bank, the first $200,000 in
payments to be made by the

Spyksmas pursuant to the settlement.  The Spyksmas will pay
directly to the bank the balance of all payments to which the
Debtor is entitled pursuant to the settlement.

Spyksmas refers to John A. Spyksma, Yanita J. Spyksma, Spyksman
Properties, L.P., and John Chad Spyksma.

Previously, the Debtor asked the Court to approve the Compromise
of Controversy, and dismiss its Chapter 11 case.  The Debtor
related that it will make arrangements to resolve, outside of the
bankruptcy, the claims of the Debtor's creditors.

On Sept. 1, 2009, a mediation was conducted between the Debtor and
the Spyksmas, with the Hon, John E. Ryan, to settle the disputes.
The terms of the settlement include:

   a) the agreements will be terminated;

   b) the Spyksmas will pay to the Debtor $1 million, payable in
      accordance with the terms and conditions; and

   c) the Debtor and the Spyksmas will waive and release any and
      all claims that they may have against each other.

A condition to the effectiveness of the settlement is for the
Court to enter an order dismissing the Debtor's case.

                        About SJ Land, LLC

Headquartered in San Jacinto, California, SJ Land, LLC, filed for
Chapter 11 relief on Oct. 20, 2008 (Bankr. C.D. Calif. Case No.
08-24398).  The company is the developer of an approximately 512-
acre tract of real property located in San Jacinto, Riverside
County, California.  The company was forced to file for bankruptcy
protection after efforts to restructure its obligations with John
A. Spyksma and Yanita J. Spyksma and Spyksma Properties, LP, and
Chad Spyksma, failed.  The Debtor acquired its interests in the
property from the Spyksmas.  In its schedules, the Debtor listed
total assets of $82,824,999, and total debts of $30,775,465.


SKINNY NUTRITIONAL: Reports $1.5 Million Net Loss in Q3 2009
------------------------------------------------------------
Skinny Nutritional Corp. reported a net loss for the three months
ending September 30, 2009, of $1,530,007 compared to a net loss of
$1,477,110 for the same period in 2008.  

Operating expenses were $1,946,378 for the three months ended
September 30, 2009, as compared to $1,816,246 for the three months
ended September 30, 2008.  The costs were associated with
marketing expense to introduce the new Skinny Water flavors, along
with the cost of hiring additional sales staff for the new  
expanded territories, along with the costs of the non-cash items
of $597,460 for employee options, warrant and compensation expense
in addition to stock issued for services.

Interest expense was $103,444 for the three months ended
September 30, 2009, as compared to $5,944 for the three months
ended September 30, 2008, reflecting increased borrowings to
manage the Company's inventory and receivables, and deferred
financing operations.

Net revenues were $1,543,799 for the three months ended
September 30, 2009, as compared to $970,593 for the three months
ended September 30, 2008.  

                       Going Concern Doubt

The Company has incurred losses since its inception and has not
yet been successful in establishing profitable operations.

"These factors raise substantial doubt about the ability of the
Company to continue as a going concern."

At September 30, 2009, the Company's cash and cash equivalents was
approximately $29,479.  The Company has been substantially reliant
on capital raised from private placements of its securities, in
addition to its revolving line of credit from United Capital
Funding, to fund its operations.  During the 2008 fiscal year, the
Company raised an aggregate amount of $5,205,690 from the sale of
securities to accredited investors in private transactions.  
During fiscal 2009, the Company raised an aggregate amount of
$3,415,196 from the sale of securities to accredited investors in
private placements.

                     About Skinny Nutritional

Headquartered in Bala Cynwyd, Pa., Skinny Nutritional Corp.
(OTC BB: SKNY.OB) -- <http://www.SkinnyWater.com/>http://www.SkinnyWater.com/-- operates its  
business in the rapidly evolving beverage industries and is  
currently focused on developing, distributing and marketing
nutritionally enhanced functional beverages.  Through the year
ended December 31, 2008, and during the present fiscal year, the
company principally operates through marketing and distributing of
the "Skinny Water(R)" line of functional beverages.

Skinny Water(R) is a zero-calorie, zero-sugar, zero-sodium and
zero-preservative enhanced water.


SMURFIT-STONE: CEO and Chairman to Retire After Ch. 11 Emergence
----------------------------------------------------------------
Patrick J. Moore, age 55, Smurfit-Stone Container Corporation
Chairman of the Board and Chief Executive Officer, has notified
the Board of Directors that he intends to retire within one year
following the Company's emergence from Chapter 11 proceedings.

Moore will continue to serve on the Board of Directors.  The
Company has filed amendments to its Plan of Reorganization
documents in United States Bankruptcy Court that provides for a
non-executive Chairman of the Board upon emergence from Chapter
11.  It is anticipated that the new Board of the reorganized
Company will designate a successor to Moore after the Company and
its subsidiaries emerge from Chapter 11.

President and Chief Operating Officer Steven J. Klinger, will
continue to serve in his current role as well as on the Company's
Board of Directors.

Moore said, "Steve and I will work together on an orderly, well
planned transition.  We remain fully committed to leading the
Company to a successful emergence from our Chapter 11
restructuring.  Throughout 2010, we will focus on a seamless
leadership succession while profitably growing our business and
leveraging the strong operational and financial foundation that
our employees have worked so hard to build."

Smurfit-Stone filed its Plan of Reorganization on December 1 and
plans to emerge from restructuring proceedings in both the United
States and Canada either late in the first quarter or early in the
second quarter of 2010.

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- <http://www.smurfit-stone.com/>http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(<http://bankrupt.com/newsstand/>http://bankrupt.com/newsstand/or 215/945-7000)


SONNY ASTANI: Files for Chapter 11 Bankruptcy
---------------------------------------------
Los Angeles Downtown News reports that Sonny Astani has filed for
Chapter 11 for the seven-story 77-unit condominium building
project at Figueroa and Ninth streets.  Sonny Astani is a real
estate developer.


SOUTHWEST SPORTS CENTER: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Southwest Sports Center, Inc.
          dba Berea Dairy Queen
          dba Southwest Golf Center
          dba Southwest Sport Ctr
          dba SW Sports Center
          dba Dairy Queen
          dba Southwest S Center
        975 W. Bagley Rd.
        Berea, OH 44017-2905

Bankruptcy Case No.: 09-21982

Chapter 11 Petition Date: December 20, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Kenneth J. Freeman, Esq.
                  515 Leader Bldg
                  526 Superior Ave
                  Cleveland, OH 44114-1903
                  Tel: (216) 771-9980
                  Fax: (216) 771-9978
                  Email: kjfcolpa@aol.com
                 
Estimated Assets: $1,000,001 to $10,000,000

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

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

The petition was signed by Richard C. Straub Sr., president of the
Company.


SPANSION INC: Elpida Rumored to Buy Wireless Chip Unit
------------------------------------------------------
Mark LaPedus at EE Times reports that Japan's Elpida Memory Inc.
was reportedly eyeing Spansion Inc.'s wireless chip unit for up to
$300 million.  According to EE Times, Spansion was rumored to be
ceasing development of its green memory technology, dubbed EcoRAM.  
EE Times quoted Spansion as saying, "Spansion has a policy against
commenting on rumors and/or speculation.  However, you can see
from the information that we have previously made public, that the
company is pursuing a strategy to focus on the embedded solutions
market, which includes portions of the wireless business."

Spansion Inc. (NASDAQ: SPSN) -- <http://www.spansion.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


SPARE BACKUP: Incurs $3.19 Million Net Loss in Q3 2009
------------------------------------------------------
Spare Backup, Inc., reported a net loss of $3,185,350 on net
revenues of $768,006 for the three months ended September 30,
2009, compared with a net loss of $4,429,723 on net revenues of
$299,141 for the same period of 2008.

The Company reported a net loss of $7,956,406 on net revenues of
$1,855,344 for the nine months ended September 30, 2009, compared
with a net loss of $12,495,409 on net revenues of $753,233 for the
same period last year.

Net revenues primarily consist of subscription fees charged for
online back-up services.  Net revenues increased during the three
and nine month periods ended September 30, 2009, due to an
increase in number of subscribers.  The increase in subscribers is
primarily attributable to a marketing program launched by DSG
International, which markets the Company's services in Europe,
allowing customers to prepay a twelve-month subscription.

At September 30, 2009, the Company's consolidated balance sheets
showed $1,459,599 in total assets and $9,459,312 in total
liabilities, resulting in a $7,999,713 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $657,838 in total current
assets available to pay $9,367,670 in total current liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at <http://researcharchives.com/t/s?4c3d>http://researcharchives.com/t/s?4c3d

                       Going Concern Doubt

The Company has incurred a net loss of $7,956,406 during the nine
months ended September 30, 2009.  The Company's ability to
continue as a going concern is dependent upon its ability to
obtain the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they
come due, and to generate profitable operations in the future.
Management plans to continue to provide for its capital
requirements by issuing additional equity securities and debt.  
The outcome of these matters cannot be predicted at this time and
there are no assurances that if achieved, the Company will have
sufficient funds to execute its business plan or generate positive
operating results.

"These matters, among others, raise substantial doubt about the
ability of the Company to continue as a going concern."

                        About Spare Backup

Headquartered in Palm Desert, California, Spare Backup, Inc.
(OTC BB: SPBU) -- <http://www.sparebackup.com/>http://www.sparebackup.com/-- sells on-line  
backup solutions software and services to individuals, business
professionals, small office and home office companies, and small
to medium sized businesses.   

The Company's flagship product is Spare Backup, a fully-automated
remote backup solution designed and developed especially for the
small office or home environment which automatically and
efficiently backs up all data on selected laptop or desktop
computers.


STARFIRE SYSTEMS: Has Until April 30 to Vacate NYSERDA Property
---------------------------------------------------------------
Adam Sichko at the Business Review reports that Starfire Systems
Inc. reached a deal with New York State Energy Research and
Development Authority to extend its lease in the Saratoga
Technology + Energy Park until April 30, 2010.  The Company was
supposed to move out by the end of this year.

Based in Malta, New York, Starfire Systems Inc., is a manufacturer
in Malta, New York, serving the aerospace and automotive
industries.  Starfire was founded 21 years ago.  The Company
develops polymers used in the automotive, motorcycle, and
aerospace industries.  The Company's manufacturing operation is in
the Saratoga Technology + Energy Park in Malta.

The company filed for Chapter 11 protection on August 13, 2009
(Bankr. N.D. N.Y. Case No. 09-12989).  Richard L. Weisz, Esq., at
Hodgson Russ LLP, represents the Debtor in its restructuring
efforts.  In its petition, the Debtor has $2,699,546 in total
assets and $3,597,277 in total debts.


SUPERIOR WELL: Lenders Revise EBITDA Covenant, Slash Loan Amount
----------------------------------------------------------------
Superior Well Services, Inc., on December 18, 2009, entered into a
second amendment to its credit agreement.  These changes were made
to the Credit Agreement:

    * the sale of the Company's fluid logistics business operated
      by its wholly owned subsidiary, SWSI Fluids, LLC, is now a
      permitted asset sale;

    * the total capacity under the Credit Facility was reduced
      from $175.0 million (which amount would have automatically
      been reduced to $125.0 million on January 1, 2010) to
      $100.0 million, which amount will be further reduced by (i)
      an additional $25.0 million upon the Company's receipt of a
      federal income tax refund of $20 million or more and (ii) by
      an additional $25.0 million upon the sale of all or
      substantially all of the assets of SWSI Fluids;

    * the definition of "borrowing base" was amended to exclude
      inventory, and, if the total capacity under the Credit
      Facility is reduced to $50 million, the "borrowing base"
      will consist solely of 80% of eligible accounts receivable;
      and

    * the financial covenants in the Credit Agreement were revised
      such that the Company's required minimum quarterly EBITDA
      must not be less than: ($2.5) million for the fourth quarter
      of 2009 and $0 for the first, second and third quarters of
      2010.

All other material terms remain the same.

Dave Wallace, Chief Executive Officer, said "While we are
currently in compliance with all our debt agreements, we have
revised the Credit Agreement to address the following:

    * Pursue the potential sale of our fluid logistics business
      that we view as a non-core business:

We purchased our fluid logistics business in November 2008 as part
of the Diamondback asset acquisition.  Within fluid logistics, we
provide a variety of services to assist our customers to obtain,
transport, store and dispose of fluids that are involved in the
drilling, development and production of hydrocarbons.  We own or
lease over 156 fluid hauling transports and trucks, approximately
400 frac tanks, and own and operate six water disposal wells in
Texas and Oklahoma.  Fluid logistics accounted for approximately
3.7% of our revenue for the three months ended September 30, 2009
and approximately 5.6% of our revenue for the nine months ended
September 30, 2009.  We anticipate using the proceeds from any
sale of our fluid logistics assets to further pay down the amounts
outstanding under the Credit Facility.

    * Reduce the excess capacity under the Credit Facility:

At November 30, 2009, we had $102.7 million in working capital,
$81.0 million outstanding under the Credit Facility (down from
$146.4 million at September 30, 2009) and $7.3 million in
outstanding letters of credit. Included in working capital is
income taxes receivable of $36.1 million at November 30, 2009.  
The income taxes receivable had a balance of $20.5 million at
September 30, 2009, and increased to $36.1 million due to the
signing into law of the Worker, Homeownership, and Business
Assistance Act of 2009 that provides an election to carryback NOL
deductions for up to 5 years, rather than 2 years as previously
provided.  We expect to receive a refund in the amount of this
receivable after we file our 2009 federal tax return and we intend
to use the refund to further pay down the amounts outstanding
under the Credit Facility.  Because we have significantly reduced
the amounts outstanding under the Credit Facility since
September 30, 2009, and we anticipate further significant
reductions in the near future, we have decided to reduce the
excess capacity under the Credit Facility to reduce the amount of
the commitment fees we pay to our lenders.  We believe the revised
capacity under the Credit Facility will be sufficient to meet our
operational and capital expenditure needs in the near term.

    * Reduce the likelihood of any unexpected events preventing us
      from meeting our required minimum quarterly EBITDA hurdles
      under the Credit Agreement:

We requested the reductions in required minimum quarterly EBITDA
to gain flexibility that may become necessary in the future if our
financial results are negatively impacted by material job delays
due to, among other factors, the effects of severe weather, the
impact of holidays on our customers' schedules, regulatory delays
encountered by our customers and the effects of domestic and
worldwide economic conditions.  While these reductions are not
necessarily indicative of our current or expected results of
operations, seasonality can affect our operations in the
Appalachian region and certain parts of the Mid-Continent and
Rocky Mountain regions, which may be subject to brief periods of
diminished activity due to severe winter weather, the scheduling
of work around holidays and during spring thaw due to road
restrictions.  We believe the reductions in required minimum
quarterly EBITDA will allow us to manage through any potential
unforeseen material job delays.

We would like to thank our bank group for their continued support
and confidence in our organization."

                   About Superior Well Services

Based in Indiana, Pennsylvania, Superior Well Services, Inc.
(Nasdaq: SWSI) -- <http://www.swsi.com/>http://www.swsi.com/-- is an oilfield services  
company operating in many of the major oil and natural gas
producing regions of the United States.  The Company offers
equipment and services to oil and natural gas companies, primarily
technical pumping services and down-hole surveying services.


SWIFT TRANSPORTATION: Bank Debt Trades at 9.27% Off
---------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 90.73 cents-on-the-dollar during the week ended Dec. 24,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.98 percentage points from the previous week, The Journal
relates.  The loan matures on March 15, 2014.  The Company pays
325 basis points above LIBOR to borrow under the facility.  The
debt carries Moody's B3 rating and Standard & Poor's B- rating.  
The debt is one of the biggest gainers and losers among 173 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Thursday.

Swift Transportation Co., Inc. -- <http://www.swifttrans.com/>http://www.swifttrans.com/--   
hauls freight such as building materials, paper products, and
retail merchandise throughout the US and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry ans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.  Chairman and CEO Jerry
Moyes owns the company, which he founded in 1966, took public, and
took private again in 2007.


TARGA RESOURCES: Bank Debt Trades at 1.27% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Targa Resources,
Inc., is a borrower traded in the secondary market at 98.73 cents-
on-the-dollar during the week ended Dec. 24, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.59 percentage
points from the previous week, The Journal relates.  The Company
pays 500 basis points above LIBOR to borrow under the facility.  
The bank loan matures on Oct. 31, 2012, and is not rated by
Moody's and Standard & Poor's.  The debt is one of the biggest
gainers and losers among 173 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended
Thursday.

The Troubled Company Reporter said on Dec. 17, 2009, that Moody's
affirmed Targa Resources, Inc.'s B1 Corporate Family Rating and
assigned a B1 to its proposed $150 million secured revolving
credit facility due 2012 and a B1 to the proposed $550 million
secured term loan B due 2016.  The outlook is stable.

Targa Resources, Inc. -- <http://www.targaresources.com/>http://www.targaresources.com/-- is a  
provider of midstream natural gas and natural gas liquid services
in the United States.  The Company provides these services through
its integrated platform of midstream assets.  Its gathering and
processing assets are located 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, the Fort Worth Basin/ Bend Arch in north
Texas, the Permian Basin in west Texas and the onshore region of
the Louisiana Gulf Coast.  Its NGL 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.


TAVERN ON THE GREEN: Dec. 30 Hearing on Proposed FF&E Auction
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
will convene a hearing on December 30 to consider Tavern on the
Green LP's request to conduct an auction from Jan. 13 to 15 to
sell its furniture, fixtures and equipment at its central park
restaurant in New York.  The restaurant will close under current
management after Dec. 31.

As reported by the TCR on Oct. 23, 2009, New York City filed a
complaint against Tavern on the Green LP in the Bankruptcy Court,
to claim rights of the name to the Debtor's famed restaurant in
New York's Central Park.  The city asked for a judgment canceling
the federal trademark registration for the name obtained by the
operators in 1981, or an order assigning the trademark to the
city.

The restaurant on the other hand takes the position that there was
no trademark until the present owner developed the glitzy
restaurant in Manhattan's Central Park.

Tavern on the Green LP has asked for a temporary restraining order
in U.S. Bankruptcy Court that would allow it to delay turnover of
the lease of its popular restaurant in Central Park, for 90 days
after January 1, 2010.  In August, New York awarded the lease for
20 years starting Jan. 1 to restaurateur Dean Poll, who runs the
Boathouse Restaurant in Central Park.

Tavern on the Green LP is the operator of the 75-year-old
restaurant in New York's Central Park. Tavern on the Green, the
second-highest grossing restaurant in the U.S. last year, was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.

The Company filed for Chapter 11 on September 9, 2009 (Bankr.
S.D.N.Y. Case No. 09-15450).  It listed assets and debts of as
much as $50 million each.


TEAMSTAFF INC: Receives Deficiency Notice From Nasdaq
-----------------------------------------------------
TeamStaff, Inc., disclosed that on December 17, 2009, it received
a notice from the Listing Qualifications Department of The Nasdaq
Stock Market stating that for the last 30 consecutive business
days, the Company's common stock has not maintained a minimum bid
price of $1.00 per share, as required by the continued listing
requirements of the Nasdaq Capital Market set forth in Listing
Rule 5550(a)(2) and that the Company is not in compliance with
this requirement.  This notification has no immediate effect on
the Company's listing on the Nasdaq Capital Market or on the
trading of the Company's common stock.

In accordance with the Nasdaq Listing Rules, the Company has been
provided a grace period of 180 days to regain compliance with the
Listing Rule.  To regain compliance, the closing bid price of the
Company's securities must meet or exceed $1.00 per share for a
minimum of ten consecutive business days during the grace period.
If the Company's common stock does not regain compliance with the
Listing Rule during this grace period, Nasdaq will provide written
notice that the Company's securities may be delisted from The
Nasdaq Capital Market.  In that event, the Company may appeal the
decision to a Nasdaq Listing Qualifications Panel.  There can be
no guarantee that the Company will be able to regain compliance
with this requirement.

TeamStaff's management and Board of Directors are considering
alternatives to address compliance with the Listing Rule.

                     About TeamStaff, Inc.

Headquartered in Somerset, New Jersey, TeamStaff --
<http://www.teamstaff.com/>http://www.teamstaff.com/-- serves clients and their employees  
throughout the United States as a full-service provider of medical
and administrative staffing through its two subsidiaries,
TeamStaff GS and TeamStaff Rx.  TeamStaff GS specializes in
providing medical, logistic, information technology and office
administration professionals through nationwide Federal Supply
Schedule contracts with both the United States General Services
Administration and the United States Department of Veterans
Affairs.  TeamStaff Rx is a leading provider of travel nursing and
travel allied healthcare professionals.  TeamStaff Rx operates
throughout the U.S. and specializes in the supply of travel allied
medical employees and travel nurses typically placed on 13 week
assignments.


TEKENA USA: Recently Formed LLC's Chapter 11 Case Dismissed
-----------------------------------------------------------
WestLaw reports that "cause" existed to dismiss a Chapter 11 case
filed by a limited liability company that had few or no unsecured
creditors, that was recently created in an alleged attempt to
frustrate a judgment creditor's collection efforts, and that filed
for bankruptcy immediately after receiving title to its major
assets from an affiliated entity.  The debtor's exhibited a lack
of "good faith" in filing the petition solely to create an
automatic stay.  In re Tekena USA, LLC, --- B.R. ----, 2009 WL
4030725 (Bankr. N.D. Ill.) (Cox, J.).

Tekena USA, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 09-16969) on May 9, 2009.  A copy of the Debtor's chapter
11 petition is available at <http://bankrupt.com/misc/ilnb09>http://bankrupt.com/misc/ilnb09-
16969.pdf at no charge.  The Debtor's Chapter 11 proceeding has
earlier roots in Teknek, LLC's Chapter 7 filing (Bankr. N.D. Ill.
Case No. 05 B 27545).


TETON ENERGY: Files Amended Chapter 11 Plan & Disclosure Statement
------------------------------------------------------------------
Teton Energy Corporation and its units have filed an amended joint
Chapter 11 Plan of Reorganization and an amended disclosure
statement.

Under the Plan, holders of these claims will receive, when the
claims become payable under the applicable law, in full
satisfaction, settlement, release, and discharge of and in
exchange for the allowed priority tax claim, cash equal to the
unpaid portion of the face amount of the claim or other treatment
as to which the holder and the Debtor will have agreed:

     (a) administrative claims,
     (b) priority tax claims,
     (c) other priority claims, and
     (d) other secured claims.

All DIP Loan claims will be paid by the Reorganized Teton in cash,
while holders of trade claims will receive, in full satisfaction,
settlement, release, and discharge of and in exchange for the
allowed trade claim, cash equal to the amount of its allowed trade
claim (i) as paid pursuant to the trade claim orders prior to the
effective date of the Plan, and/or (ii) as paid pursuant the Plan,
which Plan distribution will be made as soon as reasonably
practicable after the later of the effective date or the date
immediately following the date that the claim becomes an allowed
trade claim.  

Holders of prepetition secured lender claims will receive in full
satisfaction, settlement, release, and discharge of and in
exchange for all prepetition secured lender claims against the
Debtors, the auction proceeds, but in no event less than the sum
of $18,000,000.  

Holders of general unsecured claims and convertible debenture
claims will receive pro rata share of the cash contribution, and
any excess auction proceeds after satisfaction in full of the
holders of allowed convertible debenture claims will be
distributed pro rata to the holders of allowed general unsecured
claims until paid in full.

Holders of interests in subsidiaries will retain their interests,
while interests in TEC will be cancelled and each holder of those
interests will not be entitled to, and won't receive or retain any
property or interest in property on account of, the interests.

Assets held by the Debtors immediately before the effective date
will re-vest in the prepetition owners of the same assets, as
reorganized debtors, free and clear of all liens, claims,
encumbrances and other interests.  

On the effective date, individuals designated as officers or
members of the Board of Directors of the Debtors will be deemed to
have resigned, and the initial managers and initial officers of
Reorganized Teton will be disclosed not later than three days
prior to the Confirmation Hearing.  

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

     <http://bankrupt.com/misc/TETON_ENERGY_amended_plan.pdf>http://bankrupt.com/misc/TETON_ENERGY_amended_plan.pdf

A copy of the Amended Disclosure Statement is available for free
at:
     <http://ResearchArchives.com/t/s?4c30>http://ResearchArchives.com/t/s?4c30

                       About Teton Energy

Denver, Colorado-based Teton Energy Corp. is an independent oil
and gas exploration and production company focused on the
acquisition, exploration and development of North American
properties, primarily concentrated in the Midcontinent and Rocky
Mountain regions of the U.S.

The Company filed for Chapter 11 bankruptcy protection on
November 8, 2009 (Bankr. D. Delaware Case No. 09-13946).  As of
June 30, 2009, the Company listed $24,219,447.57 in assets and
$44,316,387.28 in liabilities.


TETON ENERGY: Caerus Oil Wins Auction; Plan Hearing on January 8
----------------------------------------------------------------
Teton Energy Corporation and its subsidiaries on December 15,
2009, conducted a bankruptcy auction for the sale of Teton or
substantially all of its assets, pursuant to the Order (I)
Approving Bidding Procedures for the Transfer of Substantially All
of the Debtors' Assets Through a Chapter 11 Plan of
Reorganization, (II) Approving Certain Bidding Protections, and
(III) Scheduling an Auction, entered by the Bankruptcy Court for
the District of Delaware.  At the conclusion of the auction,
Caerus Oil and Gas LLC, a Delaware limited liability company, was
selected as the prevailing bidder.  There are no relationships
between Teton or its affiliates and Caerus, other than with
respect to the auction.

In connection with the filing by Teton of voluntary petitions for
reorganization proceedings under Chapter 11 of the United States
Code, in the Bankruptcy Court on November 8, 2009 (Case No. 09-
13946 et seq.), Teton established an auction process to effect the
sale of Teton or its assets.  As a result of the auction held on
December 15, 2009, Teton and Caerus will enter into a plan
sponsorship agreement to be effective as of December 15, 2009.   A
copy of the Caerus Plan Sponsorship Agreement will be filed with
the Securities and Exchange Commission when it becomes available.  

The Caerus Plan Sponsorship Agreement is expected to contain
substantially the same terms as the plan sponsorship agreement
with Rise Energy Partners II, LLC, pursuant to which, subject to
higher and better offers at auction, Rise had agreed to fund
Teton's emergence from reorganization, all existing equity
interests in Teton would have been cancelled, and Teton's
organizational form would have been converted from a Delaware
corporation to a Delaware limited liability company.

Pursuant to the Caerus Plan Sponsorship Agreement, Caerus will
acquire 100% of the membership interests of the reorganized Teton
with Teton's assets re-vesting in the reorganized Teton free and
clear of all liens, claims and encumbrances that are not
enumerated in Teton's Plan of Reorganization.  The consideration
will be comprised of (i) $20,050,000 in cash (subject to post-
closing working capital adjustments), and (ii) a contractual
participation right to 50% of the profits (net of the payment of
Caerus' expenses) relating to certain assets of Teton, which
assets will be transferred into one or more special purpose
entities to be wholly owned by Caerus.  The proceeds of the sale
to Caerus will be distributed in accordance with Teton's Plan of
Reorganization, which was filed with the Bankruptcy Court.  Caerus
has the option of converting the transaction to an asset purchase
arrangement with no change in effect to the creditors or interest
holders.

Pursuant to the terms of the Rise Plan Sponsorship Agreement,
because the purchase and sale of Teton's assets will not be
consummated with Rise, Rise is entitled to a break-up fee of
$750,000 and the reimbursement of Rise's actual out-of-pocket and
reasonable third-party costs and expenses in an amount not to
exceed $200,000.

Consummation of the transaction with Caerus is subject to approval
and confirmation by the Bankruptcy Court.  The confirmation
hearing has been scheduled for January 8, 2010.

                           DIP Financing

Meanwhile, Teton Energy entered into a Debtor in Possession
Financing Amendment and Fourth Amendment to Second Amended and
Restated Credit Agreement, effective as of December 14, 2009, with
its pre-petition lenders, JPMorgan Chase Bank, N.A., as
administrative agent, and each of the financial institutions
identified in the Fourth Amendment.  The Fourth Amendment was
entered into pursuant to an order signed by the United States
Bankruptcy Judge for the District of Delaware, which order allowed
the Company to obtain post-petition financing from the Company's
pre-petition lenders in an amount not to exceed $750,000.  In
connection with the execution of the Fourth Amendment and the
delivery of the DIP Financing facility, the Company paid to the
Administrative Agent a fee of $15,000.

A full-text copy of the Debtor in Possession Financing and Fourth
Amendment to Second Amended and Restated Credit Agreement,
effective as of December 14, 2009 (without exhibits) is available
at no charge at <http://ResearchArchives.com/t/s?4c5a>http://ResearchArchives.com/t/s?4c5a

On December 1, 2009, Robert F. Bailey, Marc MacAluso, and Bill I.
Pennington each resigned from their positions as members of the
Company's Board of Directors, effective as of December 1, 2009.  
The resignations of Messrs. Bailey, MacAluso, and Pennington were
not the result of any disagreement with the Company known to an
executive officer of the Company on any matter relating to the
Company's operations, policies, and practices.

                       About Teton Energy

Denver, Colorado-based Teton Energy Corp. is an independent oil
and gas exploration and production company focused on the
acquisition, exploration and development of North American
properties, primarily concentrated in the Midcontinent and Rocky
Mountain regions of the U.S.

The Company filed for Chapter 11 bankruptcy protection on
November 8, 2009 (Bankr. D. Delaware Case No. 09-13946).  As of
June 30, 2009, the Company listed $24,219,447.57 in assets and
$44,316,387.28 in liabilities.


TETON ENERGY: Nasdaq to Delist Common Stock Effective Dec. 28
-------------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of Teton Energy Corporation effective at
the opening of the trading session on December 28, 2009.

Based on a review of the information provided by the Company,
Nasdaq Staff determined that the Company no longer qualified for
listing on the Exchange pursuant to Listing Rules 5100, 5110(b),
and IM-5100.  The Company was notified of the Staffs determination
on November 9, 2009.

The Company did not appeal the Staff determination to the Hearings
Panel, and the Staff determination to delist the Company became
final on November 18, 2009.

                       About Teton Energy

Denver, Colorado-based Teton Energy Corp. is an independent oil
and gas exploration and production company focused on the
acquisition, exploration and development of North American
properties, primarily concentrated in the Midcontinent and Rocky
Mountain regions of the U.S.

The Company filed for Chapter 11 bankruptcy protection on
November 8, 2009 (Bankr. D. Delaware Case No. 09-13946).  As of
June 30, 2009, the Company listed $24,219,447.57 in assets and
$44,316,387.28 in liabilities.


TITAN INTERNATIONAL: S&P Gives Negative Outlook; Keeps 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Quincy, Illinois-based Titan International Inc. to
negative from stable.  S&P affirmed all existing ratings on the
company, including S&P's 'B+' corporate credit rating.
     
"The negative outlook revision reflects S&P's concerns that
weakened operating performance and higher debt levels will result
in weak credit metrics in the near term," said Standard & Poor's
credit analyst Robyn Shapiro.


TLC VISION: Gets Court Approval to Use $7.5 Mil. DIP Loan
---------------------------------------------------------
St. Louis Business Journal reports that the U.S. Bankruptcy Court
in Delaware authorized TLC Vision Corp. to use $7.5 million of
$15 million of debtor-in-possession financing, which will be used
to pay wages, salaries and other employee benefits.  The Court
also authorized the Company to use cash collateral, report notes.

TLCVision -- <http://www.tlcvision.com/>http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TLC VISION: Canadian Court Recognizes "First Day" Orders
--------------------------------------------------------
TLC Vision Corporation disclosed that further to its press release
issued on December 21, 2009, the Ontario Superior Court of Justice
has granted a recognition order relating to a variety of orders
received by the Company from the United Bankruptcy Court for the
District of Delaware in its "First Day Motions" filed in
conjunction with the Company's voluntary petition under Chapter 11
of the U.S. Bankruptcy Code.

These orders include: approval for the use of $7.5 million of a
$15 million debtor-in-possession financing facility; continued
payment of wages, salaries and other employee benefits; authority
to use the Company's cash collateral; and authority to pay certain
critical vendors in full.

                       About TLCVision

TLCVision -- <http://www.tlcvision.com/>http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TLC VISION: Has Temporary $7.5 Million Loan Approval
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that TLC Vision Corp.
received interim authority from the U.S. Bankruptcy Court for the
District of Delaware to borrow $7.5 million from a $15 million
loan facility to finance the reorganization.  The final financing
hearing will be held Jan. 22.

TLC Vision filed said when it filed its bankruptcy petition that
it has reached an agreement with holders of a majority of the
Company's senior secured debt to restructure its balance sheet.

The Company reached agreement with senior secured lenders on a
Chapter 11 plan of reorganization.  The plan provides for the
following: a conversion of certain of the funded indebtedness to
100% of the new equity of TLC Vision (USA) Corporation, which will
emerge as a privately held Company; reinstatement of the balance
of the funded indebtedness on restructured terms and conditions;
payments to employees and critical vendors in the ordinary course
of business; and distributions to certain secured and unsecured
creditors.  There is no assurance of any distribution of funds to
the shareholders of the Company under the plan.

                          About TLCVision

TLCVision -- <http://www.tlcvision.com/>http://www.tlcvision.com/-- is North America's  
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are $100
million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TLC VISION: TSE to Delist Common Shares on January 21
-----------------------------------------------------
TLC Vision Corporation said the United States Bankruptcy Court for
the District of Delaware has granted the relief the Company and
two of its wholly-owned subsidiaries, TLC Vision (USA) Corporation
and TLC Management Services Inc., requested in its "First Day
Motions" filed in conjunction with its voluntary petitions under
Chapter 11 of the U.S. Bankruptcy Code.  The Delaware Court issued
a variety of orders on either a final or interim basis that will
support business continuity for the Company throughout the
restructuring process.

These orders include: approval for the use of $7.5 million of a
$15 million debtor-in-possession financing facility; continued
payment of wages, salaries and other employee benefits; and
authority to use the Company's cash collateral.  Additionally, the
Company obtained the necessary relief from the Court to pay
certain critical vendors in full.

The Company is seeking a recognition of the orders of the Delaware
Court in a case commenced in the Ontario Superior Court of Justice
under the Canadian Companies' Creditors Arrangement Act.

As a result of these developments, the Company has been notified
by the Toronto Stock Exchange that trading in its common shares
has been suspended and the common shares will be delisted
effective at the close of market on January 21, 2010.  The Company
previously announced that it had received a delisting notice from
the NASDAQ Global Market and the Company has received a further
letter informing it that the Company's common shares will be
delisted as a result of the Chapter 11 proceedings in accordance
with Listing Rules 5101 and 5110(b) and IM-5101-1.  The shares
will be delisted at the opening of business on December 28, 2009.
The Company does not intend to appeal the delisting.  Once the
common shares are delisted, the Company expects that it will be
eligible to trade on the OTC Bulletin Board.

                           About TLCVision

TLCVision -- <http://www.tlcvision.com/>http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TOUSA INC: To Auction Off Florida Assets on Jan. 22
---------------------------------------------------
Homebuilder Tousa Inc. obtained approval from the Bankruptcy Court
to conduct a Jan. 22 auction where Starwood Land Ventures LLC will
be the lead bidder.   Absent competing bids for the assets, Tousa
will convey ownership of the assets to Starwood for $61.1 million
cash.  Other bids are due initially by Jan. 15.

The Florida Region, historically one of Tousa's largest and most
significant regions, is comprised of five metropolitan markets:
Central Florida, Jacksonville, Southeast Florida, Southwest
Florida and Tampa/St. Petersburg.  The Debtors market their homes
primarily under the "Engle Homes" brand names throughout the
Florida region.

With the help of Lazard Freres & Co., the Debtors began to market
the Florida assets in February 2009.  They originally envisioned
selling all unfinished lots over a period of two to three years
on a community-by-community basis.  Several offers were received
for entire divisions of the Florida Region.  Starwood offered to
purchase substantially all unstarted lots within the entire
Florida Region that were not already under contract to other
parties.  Upon analysis, the Debtors determined Starwood's offer
would generate immediate cash inflow and will avoid long term
risks of decline in property value.

                    Purchase & Sale Agreement

In July 2009, after consultation with their major creditor
constituencies, the Debtor Sellers and Starwood entered into a
non-binding letter of intent with respect to the Florida assets,
whereby:

  1. Starwood would acquire 5,499 of the Sellers' unstarted lots
     within the Florida region, licenses, contract rights and
     liens relating to the Florida Region assets, all tangible
     and intangible property and 36 model homes in the Florida
     Region;

  2. Starwood would pay $64,070,000 for the Florida Property;
     and

  3. The sale of the Property would be subject to a Court-
     approved auction and sale process under Section 363 of the
     Bankruptcy Code.

Under the Agreement, Starwood has agreed to assume all certain
liabilities associated with the Property, including those related
to license and contract rights.

A full-text copy of the TOUSA-Starwood Original PSA and the
corresponding First Amendment is available for free at:

       <http://bankrupt.com/misc/TOUSA_FlordaAsstSale.pdf>http://bankrupt.com/misc/TOUSA_FlordaAsstSale.pdf

By entering into the PSA, Starwood has agreed to serve as the
stalking horse bidder for the Florida Property.  This essentially
means the sale of the Property is subject to an auction process.

As bid protections for the Stalking Horse Bidder, the parties
agree that Starwood will be entitled to break-up fees and
expenses reimbursement:

  -- Starwood will be entitled to an amount equal to 3% of the
     Purchase Price in the event the Debtors close the sale with
     another party other than Starwood.

  -- Starwood will be reimbursed for the lesser of (i) $250,000,
     or (ii) Starwood's actual out-of-pocket fees and expenses
     incurred to undertake its due diligence review of the
     Property.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- <http://www.tousa.com/>http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRAILER BRIDGE: Moody's Retains 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service said that the negative ratings outlook
of Trailer Bridge, Inc. could stabilize if the earnings level
achieved in Q3-2009 were to be sustained.  Potential legal
liabilities and a chance that volume declines may continue both
support the negative outlook.  Ratings remain unchanged --
corporate family rating of B3, speculative grade liquidity SGL-3.  

Moody's last rating action on Trailer Bridge occurred on
February 20, 2009, when the B3 corporate family rating, the SGL-3
and the negative outlook were affirmed.  

Trailer Bridge, Inc., headquartered in Jacksonville, Florida is an
integrated trucking and marine freight carrier that provides
truckload freight transportation primarily between the continental
U.S., Puerto Rico and Dominican Republic.  Last twelve months
ended September 30, 2009 revenues were $117 million.  


TRIANGLE PETROLEUM: Earns $81,155 in Q3 2009
--------------------------------------------
Triangle Petroleum Corporation reported net income of $81,155 for
the three months ended October 31, 2009, compared with a net loss
of $12.0 million for the comparable period ended October 31, 2008.

For the nine months ended October 31, 2009, the Company reported a
net loss of $848,145, compared with a net loss of $16.2 million
for the comparable period of the previous year.

For the three and nine month periods ended October 31, 2009, the
Company realized $33,622 and $109,606, respectively, in revenue
from sales of natural gas and natural gas liquids, as compared to
$69,008 and $384,970 in the same periods of the prior year.

Revenue decreased mainly due to reduced natural gas prices, and to
a lesser effect, due to reduced production volumes.  Royalties as
a percent of revenue were 13% and 16% for the three and nine month
periods ended October 31, 2009, respectively, as compared to 21%
and 18% in the same periods of the prior year.  

Results for current quarter include a gain on sale of assets in
the amount of $783,612.  In September 2009, the Company sold its
50% working interest in 11,800 gross acres (5,900 net acres) in
the Fayetteville area of Arkansas and all the related seismic
rights for net cash proceeds of $744,408.  The net book value of
the U.S. properties at the time of sale was $171 and non-cash
asset retirement obligations pertaining thereto were $39,375.  As
such, the Company recorded a gain on sale of assets of $783,612.

                          Balance Sheet

At October 31, 2009, the Company's consolidated balance sheets
showed $25.1 million in total assets, $1.7 million in total
liabilities, and $23.4 million in total stockholders' equity.

A full-text copy of the Company's Form 10-Q is available at no
charge at <http://researcharchives.com/t/s?4c5e>http://researcharchives.com/t/s?4c5e

                       Going Concern Doubt

The Company is primarily engaged in the acquisition, exploration
and development of oil and gas resource properties and has a
limited number of producing wells that generate cash flows from
operations.  The Company has not generated significant revenues
from operations and has incurred significant losses since
inception.  

"These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern."

                     About Triangle Petroleum

Based in Calgary, Alberta, Canada, Triangle Petroleum Corporation
(TSXV: TPE; OTC BB: TPLM) -- <http://www.trianglepetroleum.com/>http://www.trianglepetroleum.com/--  
is an exploration company focused on emerging shale opportunities.  
The Company's core project is focused on the Windsor Block in Nova
Scotia, which is a shale gas opportunity located in the Maritimes
Basin of Eastern Canada where it has an 87% working interest in
474,625 gross acres (412,924 net acres).  The Company is also in
the process of evaluating a potential secondary shale project in
Western Canada.


TRIANGLE TRANSPORT: Court Approves Sale of Assets to Insiders
-------------------------------------------------------------
WestLaw reports that a faction of a Chapter 7 debtor's insiders,
consisting of the debtor's controlling shareholders and principal
operating officers, qualified as a "good faith" purchaser for the
purposes of an order approving the Chapter 7 Trustee's auction
sale of estate assets to the faction, even though, after the case
was converted from one under Chapter 11, the faction had moved the
debtor's business to a new location, downloaded customer data, and
begun servicing the debtor's customers.  There was no collusion
tainting the sale process, and the faction made a credible bid
that became a stalking horse bid in a fully vetted and noticed
sale process.  Moreover, the faction's conduct did not involve
fraud in the sale process, or take grossly unfair advantage of the
other bidders.  In re Triangle Transport, Inc., --- B.R. ----,
2009 WL 4348943 (Bankr. D. N.J.) (Stern, J.).

Represented by Kenneth Rosen, Esq., at Lowenstein Sandler,
Triangle Transport, Inc., filed a Chapter 11 petition (Bankr. D.
N.J. Case No. 09-21261) on May 1, 2009, estimating assets of less
than $500,000 and debts of more than $1,000,000.  At the
conclusion of two full days of court hearings reflecting
management squabbles and struggles, the Honorable Morris Stern
ordered the case converted to a Chapter 7 liquidation proceeding
on Oct. 16, 2009.  Eric R. Perkins, Esq., serves as the Chapter 7
Trustee and is represented by his law firm, McElroy, Deutsch,
Mulvaney & Carpenter, LLP, in Newark, N.J.


TRIBUNE CO: Tribune Broadcasting Names Kersting as COO
------------------------------------------------------
Tribune Broadcasting announced the appointment of Jerry Kersting
as its Chief Operating Officer, effective immediately.  Mr.
Kersting, who joined Tribune Company as Executive Vice President
in April 2008, will work closely with Tribune Broadcasting
President Ed Wilson overseeing the day-to-day operations of the
Company's 23 television stations, its national cable channel, WGN
America, and WGN Radio.

"The past year has allowed me the opportunity to work together
with Jerry on the restructuring of our stations," said Wilson.  
"This new role will allow us to build our stations into local
market leaders through expanded news content, more vibrant
internet sites, and by growing revenue as we continue developing
unique solutions for our advertisers.  I couldn't be more excited
about the future of our media businesses and look forward to
partnering with Jerry to insure our continued success."

The move enables Mr. Wilson, who has overseen broadcasting since
early 2008 and was named Tribune's Chief Revenue Officer later
that year, to focus even more time and attention on his
responsibilities to drive revenue and generate sales across the
company.

"Ed has given me a great platform from which to move forward,"
said Mr. Kersting.  "We'll continue to aggressively expand our
news offerings and look for ways to build more local programming.  
At WGN America, we've obtained some top-notch programs which begin
debuting next fall, so we're confident we will build audience
share.  I'm very optimistic about where we're going."

As Executive Vice President, Mr. Kersting had been responsible for
identifying strategic opportunities and efficiencies for the
company's various media businesses.  Prior to joining Tribune, Mr.
Kersting served as Chief Financial Officer for the radio division
of Clear Channel Communications.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
<http://www.tribune.com/>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/>http://bankrupt.com/newsstand/or 215/945-7000)


TRINITY SWB: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Trinity SWB Properties, LLC
        PO Box 10388
        Knoxville, TN 37939

Bankruptcy Case No.: 09-53449

Chapter 11 Petition Date: December 21, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Richard C. Kennedy, Esq.
                  Kennedy, Fulton & Koontz
          &nb