TCR_Public/100105.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, January 5, 2010, Vol. 14, No. 4

                            Headlines


ADELPHIA COMMUNICATIONS: Motorola Lawsuit Fully Resolved
ALION SCIENCE: Moody's Downgrades Default Rating to 'Ca/LD'
AMERICAN AXLE: Board OKs Annual Base Salaries for 3 Officers
AMERICAN AXLE: Closes Sale of $425MM of 9.25% Senior Secured Notes
AMERICAN AXLE: Maturity of $243.2MM Revolver Extended to June 30

AMR CORP: Japan Airlines' President Prefers Delta
ANESIVA INC: Merger With Arcion Therapeutics Will Not be Completed
ARKANOVA ENERGY: MaloneBailey Raises Going Concern Doubt
ARTURO GONZALEZ-PEREZ: Case Summary & 6 Largest Unsec. Creditors
ASYST TECHNOLOGIES: Feb. 3 Hearing on Plan of Liquidation

AVISTAR COMMUNICATIONS: Adopts 2009 Equity Incentive Plan
AVISTAR COMMUNICATIONS: Has Deal to Sell U.S. Patents
AVISTAR COMMUNICATIONS: JPMorgan Moves Note Maturity to Dec. 2010
BANKUNITED FINANCIAL: Wants Until April 19 to File Chapter 11 Plan
BLUE HERON: Files for Chapter 11 Bankruptcy in Oregon

BLUE HERON PAPER: Voluntary Chapter 11 Case Summary
BRIAN GARBUTT: Case Summary & 20 Largest Unsecured Creditors
BUILDING MATERIALS: Emerges From Chapter 11 as Private Company
CALIFORNIA COASTAL: Wins Nasdaq Delisting Appeal
CANARGO ENERGY: Court Confirms Prepackaged Plan

CAPMARK FINANCIAL: Can Use Estate Property to Pay FDIC Claims
CAPMARK FINANCIAL: Wants Lease Decision Period Extended to May 24
CAPMARK FINANCIAL: Wants Removal Period Extended to May 24
CARLO APPUGLIESE: Case Summary & 20 Largest Unsecured Creditors
CATHOLIC CHURCH: Court OKs TRG as Wilmington Fin'l Advisor

CATHOLIC CHURCH: Wilmington Gets Nod for Young Conaway as Attys.
CATHOLIC CHURCH: Wilmington Employs Sitrick as Consultant
CHARTER COMMUNICATIONS: Has $2.2-Bil. Emergence Date Equity Value
CHRYSLER LLC: New Chrysler Has 'Coming Home' Corporate Campaign
CHRYSLER LLC: Dealerships Continue to Fight Closings

CLASSIC SLEEP: Files Chapter 11 to Facilitate Asset Sale
CMC LLC: Sec. 341 Creditors Meeting Set for Jan. 26
CMC LLC: Taps Najjar Denaburg as General Counsel
CLARENCE BUNTING: Case Summary & 12 Largest Unsecured Creditors
COOPER-STANDARD: Wins Final Nod for Replacement Financing

CONTINENTAL AIRLINES: CEO Won't Take Pay Unless Firm Makes Profit
CREDIT SUISSE: Faces $24-Bil. Suit for Failure of 4 Resorts
DAMOPA INVESTMENTS: Case Summary & 12 Largest Unsecured Creditors
DECODE GENETICS: Receives Nasdaq Deficiency Notice
DECODE GENETICS: Seeks to Reject Change in Control Benefit Plan

DELTA AIR: Receives FAA Permission on Northwest Merger
DELTA AIRLINES: Preferred Partner for JAL's President
DESIGNER EQUITY HOLDING: Case Summary & Unsecured Creditor
DESIGNER LICENSE: Case Summary & 20 Largest Unsecured Creditors
DHILLON PROPERTIES: Case Summary & 20 Largest Unsecured Creditors

DORMIA INC: Classic Sleep Unit Files Chapter 11 to Sell Assets
DOUGLAS BUNTING: Case Summary & 13 Largest Unsecured Creditors
DUNE ENERGY: S&P Raises Corporate Credit Rating to 'CCC-'
E & J OF HUNTERSVILLE: Case Summary & 3 Largest Unsec. Creditors
EDWARD GILLIS: Case Summary & 10 Largest Unsecured Creditors

ENTERTAINMENT TECHNOLOGIES: Voluntary Chapter 11 Case Summary
ERICKSON RETIREMENT: Panel Retention of Advisor Has Objections
ERICKSON RETIREMENT: Says Ann's Choice Transaction a Financing
ERICKSON RETIREMENT: Wants Ruling that Eagle's Trace A Financing
EXIDE TECHNOLOGIES: Wants Until March 31 to Remove Bender Suit

EXIDE TECHNOLOGIES: Wants Until March 31 to Remove Murray Suit
EXPRESS ENERGY: Emerges From Chapter 11 Reorganization
FFS DATA: Files for Chapter 11 Bankruptcy
FONTAINEBLEAU LV: Retail Mezzanine's Schedules of Assets & Debts
FOUNTAIN POWERBOAT: Prepares Reorganization Plan with Liberty

FOXLAND HARBOR MARINA: Voluntary Chapter 11 Case Summary
GEMCRAFT HOMES: Can Access DIP Financing from Regions Bank
GEMCRAFT HOMES: Gemcraft Group Can Access DIP Loan from M&T Bank
GENERAL MOTORS: China Sales Jump 66.9% in 2009 to All-Time High
GMAC INC: $3.79 Bil. Additional Capital Cues Moody's Rating Review

GMAC INC: DBRS Revises 'CCC' Issuer & Long-Term Debt Ratings
GMAC INC: Has Key Capital and Strategic Actions for ResCap
GREGORY MELLINGER: Case Summary & 8 Largest Unsecured Creditors
GRUBB & ELLIS: Registers Common Stock, 12% Preferreds for Resale
GSI GROUP: Court to Consider Disclosure Statement Today

HAWKEYE RENEWABLES: Gets Court Nod to Hire Epiq as Claims Agent
HAWKEYE RENEWABLES: Sec. 341 Creditors Meeting Set for Jan. 20
HAWKEYE RENEWABLES: Gets Interim Nod to Use Cash Collateral
HD RETAIL: Won't Complete Acquisition Deal With Greenwind Power
IDEARC INC: Emerges from Chapter 11 With New Name

JAVED AKHTER: Case Summary & 16 Largest Unsecured Creditors
KIRK PHARMECEUTICALS: Case Summary & 12 Largest Unsec. Creditors
KOBRA PROPERTIES: Posts Bankruptcy Sale Notice of Assets
KPT ENTERPRISES: Voluntary Chapter 11 Case Summary
LAKE AT LAS VEGAS: Credit Suisse Faces $24-Bil. Class Suit

LANDAMERICA FIN'L: To Decide on LP/LLC Pacts Later
LANDAMERICA FIN'L: To Decide on RQ Shareholder Pact Later
LANDAMERICA FIN'L: To Hold Rule 2004 Examination on ARS Claims
LANDING AT REID'S: Voluntary Chapter 11 Case Summary
LATHAM INTERNATIONAL: Can Hire Epiq Bankruptcy as Claims Agent

LATHAM INTERNATIONAL: Gets Interim Nod to Use Cash Collateral
LATHAM INTERNATIONAL: Schedules Filing Extended Until Feb. 15
LATHAM INTERNATIONAL: Taps Pachulski Stang as Bankruptcy Counsel
LEHMAN BROTHERS: Capital Auto Says Swap Not Covered by Stay
LEHMAN BROTHERS: Court OKs $580 Mil. Loan Restructuring Deal

LEHMAN BROTHERS: Court OKs Forgiveness of Brazil Unit Debt
LEHMAN BROTHERS: Gets Court Nod for Add'l $100MM for Aurora Bank
LEHMAN BROTHERS: Has Nod to Compel ZAO Citibank to Return Receipts
LEHMAN BROTHERS: Proposes to Expand CB Richard Employment
LOCATEPLUS HOLDINGS: Has Restructuring Agreement with Lender

LYONDELL CHEMICAL: Panel Wants to Halt Extra Payments to Lenders
LYONDELL CHEMICAL: Sets Up Chemical Storage Contract Protocol
LYONDELL CHEMICAL: Court Approves PwC as Auditor
MADOFF SECURITIES: Placed Into Liquidation
MARC DREIER: Chapter 7 Trustee Strikes Deal for Domestic Support

MIRANT CORP: Court OKs MCAR's Success Fee for Managers
MON VIEW: Mathies Mine Sale Hearing Scheduled for Jan. 12
MONTECITO AT MIRABEL: Voluntary Chapter 11 Case Summary
NELSON GUERRA: Case Summary & 20 Largest Unsecured Creditors
NEW HAVEN HEALTH: Voluntary Chapter 11 Case Summary

NEWCOURT INC: Case Summary & 20 Largest Unsecured Creditors
NEXTMEDIA GROUP: Sec. 341 Creditors Meeting Set for Jan. 29
NEXTMEDIA GROUP: Gets Court Nod to Hire BMC Group as Claims Agent
NEXTMEDIA GROUP: Taps Andrews Kurth as Bankruptcy Counsel
NEXTMEDIA GROUP: Wants Richards Layton as Co-Counsel

NOVELOS THERAPEUTICS: Ties Bonus Plan to Success of NOV-002 Trial
NTK HOLDINGS: Court Enters Final Decree Closing 36 Cases
OCEAN DEVELOPMENT: Can Access $290,000 Loan for Operating Expenses
PANOLAM INDUSTRIES: Apollo, Eaton Vance Acquire 78% Stake of Newco
PENN TRAFFIC: Tops Markets to Bid $90 Million for Assets

PENN TRAFFIC: Proposes Stevens & Lee as Co-Counsel
PENN TRAFFIC: Proposes FTI Consulting as Financial Advisor
PILGRIM'S PRIDE: Settles Claims for Illegal Hiring
PLAINFIELD APARTMENTS: Files Chapter 11 Plan to Retain Assets
REAL ESTATE ASSOCIATES VII: Alcock Out, Bezzant In as Director

RENEW ENERGY: All Fuels Obtains Stay of Valero Purchase
RESIDENTIAL CAPITAL: Moody's Comments on $2.7BB Capital Infusion
RICHARD LARSEN: Case Summary & 18 Largest Unsecured Creditors
RIVER WEST: Court to Consider Cash Collateral Access Tomorrow
RIVER WEST: Files Schedules of Assets and Liabilities

RK REALTY ONE: Voluntary Chapter 11 Case Summary
RYNESS COMPANY: Exits Chapter 11 Bankruptcy
SERVICE SUPPLY: Case Summary & 20 Largest Unsecured Creditors
SG RESOURCES: Moody's Retains Corporate Family Rating at 'B1'
SHERBURNE COMMONS: Cornerstone, Servants Buy Assets for $6 Mil.

SIMMONS BEDDING: Plan Supplement Filed
SKI MARKET: Financial Woe Prompts Chapter 11 Filing
SMARTLENS CORPORATION: Case Summary & 20 Largest Unsec. Creditors
SPANSION INC: Noteholders Want Plan Documents Produced
SPANSION INC: Creditors Committee Opposes Stock Plan

SPANSION INC: Phoenix Partners Owns 5.31% of Outstanding Stock
STATION CASINOS: Panel Revises Plea to File LBO Suits
SUNWEST MANAGEMENT: Chelalem Fined for Stolen Money and Drugs
TAMARACK RESORT: Credit Suisse Faces $24-Bil. Class Suit
TARO PHARMACEUTICAL: Shareholders Disapprove Levitt's Control

TAYLOR ANGELOS: Case Summary & 17 Largest Unsecured Creditors
TEKNI-PLEX: HSBC Bank USA Relaxes Financial Report Requirement
TH PROPERTIES: State Rep. Reichley Wants Court to Take Action
TRC NUTRITIONAL: Case Summary & 20 Largest Unsecured Creditors
TRONOX INC: Huntsman Withdraws Motion to Force Sale Deal

TRONOX INC: Secured Lenders Want Panel Fraud Suit Dismissed
TRONOX INC: U.S. Trustee Appoints Equity Committee
TRUMP ENTERTAINMENT: Icahn Pumps $125 Million for Trump's Casinos
TRUMP ENTERTAINMENT: Confirmation Hearing to Begin February 16
UNITED AIR: Moody's Assigns 'B3' Rating on $500 Mil. Notes

UOMO MEDIA: Posts $82,358 Net Loss in October 31 Quarter
VERIFONE HOLDINGS: Moody's Affirms 'B1' Corporate Family Rating
VILLAGE HOMES: Two Homebuilders to Acquire Assets for $21.9 Mil.
VION PHARMACEUTICALS: Discloses FDA Conclusion
VISTA RIDGE: Case Summary & 20 Largest Unsecured Creditors

VISTEON CORP: Court Directs Fee Examiner in Chapter 11 Cases
VISTEON CORP: Unsec. Creditors Also Want to Probe Hyundai-Kia
VISTEON CORP: Wants to Reject Siemens Equipment Lease Pact
WALKING COMPANY: Taps Kurtzman Carson as Claims & Noticing Agent
WESTON RANCH DEVELOPMENT: Voluntary Chapter 11 Case Summary

WHITEHALL JEWELERS: Has Until January 31 to Access Cash Collateral
W.R. GRACE: Court Approves Stipulation With Solow on PD Claims
W.R. GRACE: Court OKs Stipulation With Edwards Plaintiffs
XERIUM TECHNOLOGIES: Board OKs $1.25MM Discretionary Bonus Pool
XERIUM TECHNOLOGIES: Executes Debt Restructuring Term Sheet

YELLOWSTONE CLUB: Credit Suisse Faces $24-Bil. Class Suit
YRC WORLDWIDE: Fitch Downgrades Issuer Default Ratings to 'RD'
YRC WORLDWIDE: Moody's Changes Default Rating to 'Ca\LD'

* Automakers to Release December Sales Data on Tuesday
* Bankruptcy Business Boomed in 2009, Law360 Says
* Nebraska Ethanol Plant Draws $30 Million at Bankruptcy Sale
* Recession Aftershocks to Bring More Filings in 2010

* Icahn Enterprises Discloses Cash Tender Offers for 2012 Notes
* GASB Issues Statements on OPEB Measurements & CH9 Bankruptcies

* Large Companies With Insolvent Balance Sheets


                            *********

ADELPHIA COMMUNICATIONS: Motorola Lawsuit Fully Resolved
--------------------------------------------------------
Adelphia Communications Corporation disclosed that the lawsuit
entitled Adelphia Communications Corporation, et al, v. Motorola,
Inc., et al, Adversary Case No. 06-01558-REG has been fully
resolved pursuant to a settlement reached among all parties to the
suit.  The settlement was approved by United States Bankruptcy
Judge, Ceceila G. Morris, on December 14, 2009, and payments to
ACC were made pursuant to the settlement on December 29, 2009.  A
copy of Judge Morris' order approving the settlement and
describing its terms is available in the "Important Documents
Adelphia Recovery Trust" section of Adelphia's Web site at
http://www.adelphiarestructuring.com/

ACC also announces that a subsequent distribution will be made
today in a total amount of $133 million in cash to holders of
Allowed Claims against the parent ACC pursuant to the First
Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of
Adelphia Communications Corporation and Certain Affiliated
Debtors, dated as of January 3, 2007, as Confirmed.

The Effective Date of the Plan occurred on February 13, 2007.  ACC
continues under the management of Quest Turnaround Advisors, LLC,
the Plan Administrator, to liquidate its assets and administer its
plan of reorganization.  Prior to the sale of substantially all of
the consolidated assets of Adelphia to Time Warner NY Cable LLC
and Comcast Corporation on July 31, 2006, ACC was the fifth
largest cable television company in the country.  It served
customers in 31 states and offered analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.

The Adelphia Recovery Trust said in a separate statement that in
its discretion may retain some or all of its settlement proceeds
for funding its operations, including expenses incurred to
maintain and administer the Trust and prosecute Trust litigation,
all subject to the terms and conditions of the Plan and the
Declaration of Trust.  No decision has been made by the Trust as
to the amount or timing of distributions, if any, to Trust
interest holders.

                   About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- was a
cable television company.  Adelphia served customers in 30 states
and Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represented the Debtors in
their restructuring effort.  PricewaterhouseCoopers served as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Managed Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.


ALION SCIENCE: Moody's Downgrades Default Rating to 'Ca/LD'
-----------------------------------------------------------
Moody's Investors Service has downgraded Alion Science and
Technology Corporation's probability of default rating to Ca/LD
from Caa3 following Alion's subordinated note amendment allowing
it to defer its January 2, 2010 subordinated debt interest payment
until April 1, 2010.  Additionally, the rating on Alion's senior
secured bank debt has been lowered to B3 from B2.  All other
ratings, including the Ca senior unsecured notes and the
speculative grade liquidity rating of SGL-4 have been affirmed.
The rating outlook remains negative.  After three business days
Moody's will upgrade the probability of default rating to Caa3 and
remove the limited default designation.

The probability of default rating downgrade and LD designation
will encompass any near-term discounted debt exchange or
discounted debt repurchase transactions that could result from
Alion's high financial leverage and weak liquidity profile, such
as the pending subordinated note and warrant redemption agreement
that Alion entered into on December 21, 2009.  According to that
agreement, Alion, subject to certain terms, would redeem the
approximately $52 million of subordinated notes and related
warrants for $25 million by April 1, 2010.

The LD designation Moody's assigned stems from Alion's inability
to make the January 2, 2010 interest payment due to terms of the
first lien bank credit agreement which restrict the subordinated
note cash interest payment portion, a weak liquidity profile and
the diminished subordinated note value relative to original
obligation that has followed payment deferral; the pending note
and warrant redemption agreement suggests a subordinate note
recovery value of less than 50%.  Moody's does not rate the
subordinate note.

The SGL-4 rating reflects a weak liquidity profile.  Weakness
stems from September 2010 revolver expiry, relatively small
($25 million) revolver size, limited near term free cash flow
prospects and expected tight financial ratio compliance headroom
through 2010.  Beyond 2010, first lien financial ratio tests
significantly tighten and prospects for compliance appear low.
Either more cash on hand (September 2009 balance was $11 million)
or a long-term liquidity source will likely be required to support
debt service, working capital and other requirements on a
sustainable basis.  Moreover, internal liquidity sources appear
insufficient to fund the $25 million required for Alion's
potential April 1, 2010 subordinate note and warrant redemption.

The negative outlook remains despite operation progress made.  In
FY2009, Alion's organic revenues have grown as greater work
volumes from the U.S. Department of Defense on projects that Alion
supports more than offset declines in commercial services.  The
company's ability to sustain revenue growth across FY2010 could
boost its free cash flow generation prospects and improve the
company's chance of achieving profitability over the intermediate
term.  However, the outlook acknowledges that until the company's
liquidity profile materially improves, high leverage will sustain
elevated default risk.

The ratings are:

* Corporate family Caa3

* Probability of default Ca/LD, will be subsequently upgraded to
  Caa3

* Speculative grade liquidity SGL-4

* $25 million first lien revolver due 9/10 to B3 LGD2, 16% from B2
  LGD2, 16%

* $232 million first lien term loan B due 2/13 to B3 LGD2, 16%
  from B2 LGD2, 16%

* $245 million unsecured notes due 2/15 Ca LGD4, to 67% from 69%

Moody's last rating action on Alion occurred October 20, 2009,
when the probability of default rating was downgraded to Caa3 from
Caa2.

Alion Science and Technology Corporation, based in McLean, VA, is
an employee-owned company that provides scientific research,
development, and engineering services related to national defense,
homeland security, and energy and environmental analysis.
Particular areas of expertise include communications, wireless
technology, netcentric warfare, modeling and simulation, chemical
and biological warfare, program management, and naval
September 30, 2009, were $802 million.


AMERICAN AXLE: Board OKs Annual Base Salaries for 3 Officers
------------------------------------------------------------
The Compensation Committee of the Board of Directors of American
Axle & Manufacturing Holdings, Inc., on December 22, 2009,
approved these annual base salaries for David C. Dauch, President
& Chief Operating Officer, Michael K. Simonte, Executive Vice
President -- Finance & Chief Financial Officer, and Patrick S.
Lancaster, Executive Vice President, Chief Administrative Officer
& Secretary, effective January 1, 2010:

     Name                              2010 Base Salary
     ----                              ----------------
     David C. Dauch                        $560,000
     Michael K. Simonte                    $500,000
     Patrick S. Lancaster                  $440,000

The term of the Employment Agreement, dated as of November 6,
1997, as amended, between Richard E. Dauch, Co-Founder, Chairman &
Chief Executive Officer, and the Company has been extended to
December 31, 2010.

On December 22, 2009, on the recommendation of the Compensation
Committee, the Board approved an Amendment to Mr. R. E. Dauch's
Employment Agreement.

Pursuant to the Amendment, Mr. R. E. Dauch's annual base salary is
$2,702,300, effective June 16, 2009, and Mr. R. E. Dauch waives
the right to receive compensation under his Employment Agreement
that exceeds the amount the Company is permitted to pay him under
the Settlement and Commercial Agreement with General Motors LLC
dated September 16, 2009.  In addition, Mr. R. E. Dauch will no
longer receive annual equity awards under his Employment
Agreement.

                       About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles.  In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), AAM also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, South Korea, Thailand and the United Kingdom.

                          *     *     *

As reported by the Troubled Company Reporter on September 24,
2009, Moody's Investors Service raised Axle's Corporate Family
Rating to Caa3 from Ca, and raised the rating on Axle's secured
guaranteed term loan to B3 from Caa2.  Moody's affirmed the
company's Probability of Default Rating at Caa3, and affirmed the
ratings on the unsecured guaranteed notes and the unsecured
convertible notes at Ca.  The Speculative Grade Liquidity Rating
is SGL-4.  The outlook is changed to stable from negative.

The TCR also said Standard & Poor's Ratings Services revised its
outlook on Axle to developing from negative and affirmed its
'CCC+' corporate credit rating and other ratings.


AMERICAN AXLE: Closes Sale of $425MM of 9.25% Senior Secured Notes
------------------------------------------------------------------
American Axle & Manufacturing, Inc., wholly owned subsidiary of
American Axle & Manufacturing Holdings, Inc., on December 18,
2009, completed the closing of the sale of $425 million aggregate
principal amount of 9.25% senior secured notes due 2017.  The
Notes are guaranteed on a senior secured basis by the Company and
certain of its wholly owned subsidiaries.

The Notes were issued by AAM pursuant to an Indenture, dated as of
December 18, 2009, by and among AAM, the Guarantors and U.S. Bank
National Association, as trustee, which governs the terms of the
Notes.

On December 16, 2009, J.P. Morgan Securities Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, the joint bookrunning
managers of the recent public offering by the Company of
14,000,000 shares of its common stock, exercised in full their
over-allotment option to purchase an additional 2,100,000 shares
of the Company's common stock at a price to the public of $7.20
per share for total gross proceeds of approximately
$15.12 million.  The closing of the over-allotment option occurred
on December 18, 2009.

On December 9, 2009, Holdings, Inc., announced that it had agreed
to sell 14,000,000 shares of its common stock, par value $0.01 per
share, in a public offering at a price to the public of $7.20 per
share for total gross proceeds of $100.8 million.  Holdings also
granted to the underwriters for the offering a 30-day option to
purchase up to 2,100,000 additional shares of common stock to
cover over-allotments.  The offering was made pursuant to an
underwriting agreement dated December 9, 2009, with JPMorgan
Securities and Merrill Lynch, on behalf of themselves and the
other underwriters named therein.

A full-text copy of Axle's prospectus supplement dated December 7,
2009, in connection with the offering of 14,000,000 common shares
is available at no charge at http://ResearchArchives.com/t/s?4cc0

Pursuant to the prospectus supplement, the underwriters to the
shares offering are:

     Name                                    Number of Shares
     ----                                    ----------------
     J.P. Morgan Securities Inc.                  5,250,000
     Merrill Lynch, Pierce,
        Fenner & Smith Incorporated               5,250,000
     Barclays Capital Inc.                          980,000
     Credit Suisse Securities (USA) LLC             980,000
     KeyBanc Capital Markets Inc.                   980,000
     Comerica Securities, Inc.                      560,000
                                             ----------------
               Total                             14,000,000

On December 10, 2009, AAM, a wholly owned subsidiary of Holdings,
announced that it had agreed to sell $425 million aggregate
principal amount of 9.25% Senior Secured Notes at an issue price
of 98.715% in an offering exempt from the registration
requirements of the Securities Act of 1933, as amended.

                       About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles.  In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), AAM also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, South Korea, Thailand and the United Kingdom.

                          *     *     *

As reported by the Troubled Company Reporter on September 24,
2009, Moody's Investors Service raised Axle's Corporate Family
Rating to Caa3 from Ca, and raised the rating on Axle's secured
guaranteed term loan to B3 from Caa2.  Moody's affirmed the
company's Probability of Default Rating at Caa3, and affirmed the
ratings on the unsecured guaranteed notes and the unsecured
convertible notes at Ca.  The Speculative Grade Liquidity Rating
is SGL-4.  The outlook is changed to stable from negative.

The TCR also said Standard & Poor's Ratings Services revised its
outlook on Axle to developing from negative and affirmed its
'CCC+' corporate credit rating and other ratings.


AMERICAN AXLE: Maturity of $243.2MM Revolver Extended to June 30
----------------------------------------------------------------
American Axle & Manufacturing, Inc., wholly owned subsidiary of
American Axle & Manufacturing Holdings, Inc., on December 18,
2009, amended and restated the Credit Agreement dated as of
January 9, 2004, among Holdings as guarantor, AAM, as borrower,
JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P.
Morgan Securities Inc. and Banc of America Securities LLC, as
joint lead arrangers, upon the satisfaction of the conditions
precedent set forth in the Revolving Credit Amendment and
Restatement Agreement dated as of December 3, 2009, among AAM, the
Company, the lenders party thereto and the Administrative Agent.

The Amended and Restated Revolving Credit Agreement extended the
maturity date of $243.2 million of the aggregate commitments and
revolving loans held by the lenders that on December 3, 2009,
agreed to extend their commitments under the Revolving Credit
Restatement Agreement to June 30, 2013.

Under the Amended Revolving Credit Facility, in the event that the
Company achieves and maintains a corporate family credit rating of
at least B1 (with a stable outlook) or better from Moody's and B+
(with a stable outlook) or better from S&P, the covenant
restricting the Company's and AAM's ability to declare or pay
dividends will permit the use of a general basket by the Company
to make such payments in an amount not to exceed $10.0 million in
any fiscal year ending after December 31, 2009, plus an amount
based on the consolidated net income of the Company.

After December 31, 2011, if the minimum ratings requirement is
satisfied, the size of the basket for investments, loans and
advances by loan parties under the Amended Revolving Credit
Facility in or to other subsidiaries of the Company will be
increased by $75.0 million and the size of the general investment
basket will be increased by $30.0 million.

Borrowings under the Amended Revolving Credit Facility bear
interest at rates based on adjusted LIBOR or an alternate base
rate, plus an applicable margin. The applicable margin for LIBOR
based loans for lenders with commitments under the class A loan
facility, which matures on December 31, 2011, will be 6.00%, and
the applicable margin for lenders under the class C loan facility,
which matures on June 30, 2013, will be between 4.75% and 6.75%,
depending upon the corporate rating of the Company. Outstanding
loans under the class B loan facility were repaid in full and
commitments under the class B loan facility were terminated.

The Company and its domestic subsidiaries (other than AAM) will
continue to guarantee the obligations of AAM under the Amended
Revolving Credit Facility.  The Amended Revolving Credit Facility
is secured on a first priority basis by all or substantially all
of the assets of the Company, AAM and each guarantor, including a
pledge of all capital stock of the U.S. subsidiaries of the
Company and each guarantor and a portion of the capital stock of
the Company and each guarantor's first-tier foreign subsidiaries
under the Collateral Agreement dated as of November 7, 2008, as
amended and restated as of December 18, 2009, among AAM, the
Company and its domestic subsidiaries (other than AAM) and
JPMorgan Chase Bank, N.A., as collateral agent for the lenders
under the Amended and Restated Revolving Credit Agreement and the
noteholders under the Indenture.  The collateral package equally
and ratably secures the Amended Revolving Credit Facility and the
Indenture.

The lenders' rights and the noteholders' rights to such collateral
are subject to (a) the Intercreditor Agreement dated as of
December 18, 2009, among the Company, AAM, certain domestic
subsidiaries of the Company, JPMorgan Chase Bank, N.A., U.S. Bank
National Association and any additional authorized representative
from time to time party hereto, and (b) the Intercreditor
Agreement dated as of September 16, 2009, among General Motors
Company, JPMorgan Chase Bank, N.A., as collateral agent for the
first priority secured parties under the Amended Revolving Credit
Agreement and the noteholders under the Indenture.

Enforcement of rights in respect of the collateral package is
subject to the First Lien Intercreditor Agreement and the Second
Lien Intercreditor Agreement.  Further, the collateral package is
subject to the limitations set forth in the Indenture, dated as of
February 11, 2004, among AAM, Inc., as issuer, AAM Holdings, as
guarantor, and BNY Midwest Trust Company, as trustee, and the
Indenture, dated as of February 27, 2007, between AAM, Inc., as
issuer, AAM Holdings, as guarantor, and Bank of New York Trust
Company, N.A., as trustee.  Notes issued pursuant to the Existing
Indentures will not share in the collateral package.

Contemporaneously with the effectiveness of the Amended and
Restated Revolving Credit Agreement, AAM used net proceeds from
the Notes offering to repay all outstanding loans under the class
B facility and terminated the commitments under the class B
facility in an aggregate amount equal to $107,500,000.

On December 18, 2009, Holdings repaid all amounts outstanding
under its Amended and Restated Credit Agreement dated as of
June 14, 2007, as amended and restated as of September 16, 2009,
among AAM, the Company, the lenders party thereto and JPMorgan
Chase Bank, N.A., as administrative agent.

                       About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles.  In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), AAM also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, South Korea, Thailand and the United Kingdom.

                          *     *     *

As reported by the Troubled Company Reporter on September 24,
2009, Moody's Investors Service raised Axle's Corporate Family
Rating to Caa3 from Ca, and raised the rating on Axle's secured
guaranteed term loan to B3 from Caa2.  Moody's affirmed the
company's Probability of Default Rating at Caa3, and affirmed the
ratings on the unsecured guaranteed notes and the unsecured
convertible notes at Ca.  The Speculative Grade Liquidity Rating
is SGL-4.  The outlook is changed to stable from negative.

The TCR also said Standard & Poor's Ratings Services revised its
outlook on Axle to developing from negative and affirmed its
'CCC+' corporate credit rating and other ratings.


AMR CORP: Japan Airlines' President Prefers Delta
-------------------------------------------------
The New York Times' DealBook reports that Haruka Nishimatsu, the
president of Japan Airlines, told The Asahi Shimbun newspaper on
Friday he preferred Delta Air Lines as the carrier's overseas
partner to American Airlines.

In the interview, published on Sunday, Mr. Nishimatsu also told
Asahi he opposes the plan to place the cash-strapped airline in
bankruptcy, suggesting tough negotiations ahead between the
airline and state-backed Enterprise Turnaround Initiative
Corporation of Japan.  "The image (of bankruptcy) would affect us
and we would lose customers," Mr. Nishimatsu told the newspaper.
"If we lose recognition from customers, restructuring would be
difficult and this will trouble the ETIC too."

The New York Times, citing Reuters, says ETIC, a state-backed fund
established to inject capital into and buy the debt of struggling
but viable firms, has told JAL's main creditors it favors a
bankruptcy proceeding as part of its rescue package.

The NY Times, citing Kyodo news agency, says the Japanese
government on Sunday said state-owned Development Bank of Japan
would double its credit line for JAL to JPY200 billion (US$2.15
billion).

JAL has said it will make a decision on which overseas partner it
will choose by early January.

On December 17, 2009, the Troubled Company Reporter, citing The
Wall Street Journal's Mariko Sanchanta and Dow Jones Newswires'
Doug Cameron, reported that AMR Corp.'s American Airlines said it
may increase a proposed capital investment in Japan Airlines and
draw on financial support from other members of their Oneworld
alliance.

According to the report, Gerard Arpey, chairman and chief
executive of American parent AMR Corp., also offered to make JAL
the airline's "exclusive partner" in the region, as it intensified
efforts to fend off a rival offer from Delta Air Lines Inc.

Early in December, AMR said it could inject $1.1 billion into JAL
with its partner TPG Inc., the private-equity group, and support
from members of its Oneworld alliance.  According to the Journal,
the pledged support had previously been in the form of logistical
and management help for JAL, but Mr. Arpey hinted the partners
could also provide capital.

Delta and its partners in the rival SkyTeam alliance have said
they may revise their proposal to inject $500 million into JAL and
provide a $200 million loan and a $300 million revenue guarantee.
Delta hasn't said whether other SkyTeam members would inject funds
into JAL.  The Journal said Richard Anderson, Delta's CEO, met
with Seiji Maehara, Japan's Minister of Land, Infrastructure,
Transport and Tourism, early in December to explain his company's
proposal in more detail.

The Oneworld alliance includes British Airways, Qantas, Cathay
Pacific, Iberia, LAN, Finnair and Mexicana.

                          About AMR Corp.

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

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

                          *     *     *

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

                       About Delta Air Lines

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

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

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

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

                           *     *     *

Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.

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

                             About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-
based holding company that is active in five business segments
through its 225 subsidiaries and 82 associated companies.  The Air
Transportation segment is engaged in the operation of passenger
and cargo planes.  The Air Transportation-Related segment is
engaged in the transportation of passengers and cargoes, the
preparation of in-flight food catering, the maintenance of
aircraft and land equipment, as well as the fueling business.  The
Travel Planning and Marketing segment is involved in the planning
and sale of travel packages.  The Card and Leasing segment is
engaged in the provision of finance, cards and leasing services.
The Others segment is involved in businesses related to hotels,
resorts, logistics, wholesale, retail, real estate, printing,
construction, manpower dispatch, as well as information and
communication.  The Company has numerous global operating
locations.

JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                           *     *     *

As reported by the Troubled Company Reporter on November 3, 2009,
Moody's Investors Service has downgraded the long-term debt rating
and issuer rating of Japan Airlines International Co., Ltd. To
Caa1 from B1, and will continue to review both ratings for further
possible downgrade.


ANESIVA INC: Merger With Arcion Therapeutics Will Not be Completed
------------------------------------------------------------------
Anesiva, Inc., was unable to satisfy the closing conditions set
forth in the Agreement and Plan of Merger, dated August 4, 2009,
among Anesiva, Arca Acquisition Corporation, a wholly-owned
subsidiary of Anesiva, Arcion Therapeutics, Inc. and, with respect
to Articles V and IX only of the agreement, each of the Arcion
stockholders listed on Schedule I thereto.  The Company intends to
immediately cease operations and to file a petition for relief
under the Bankruptcy Code.

                           About Anesiva

Based in South San Francisco, California, Anesiva, Inc. (Nasdaq:
ANSV) -- http://www.anesiva.com/-- was incorporated on
January 19, 1999, in Delaware.  The Company is a biopharmaceutical
company focused on the development and commercialization of novel
therapeutic treatments for pain management.  Anesiva's lead
product candidate is Adlea, a novel small molecule formulation of
capsaicin that is currently in development for the management of
acute pain following orthopedic surgeries.

                          Going Concern Doubt

As reported in the Troubled Company Reporter on April 7, 2009,
Ernst & Young LLP, in Palo Alto, California, expressed substantial
doubt about Anesiva, Inc.'s ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended December 31, 2008.  The auditing firm said that the
Company has incurred recurring operating losses and negative cash
flows from operations and has a working capital deficiency.

The Company has an accumulated deficit of $322.8 million as of
June 30, 2009.  Additionally, the company has used net cash of
$9.4 million and $39.9 million to fund its operating activities
for the six months ended June 30, 2009, and 2008, respectively.
To date the Company's operating losses have been funded primarily
from outside sources of capital.


ARKANOVA ENERGY: MaloneBailey Raises Going Concern Doubt
--------------------------------------------------------
MaloneBailey, LLP's audit report on Arkanova Energy Corporation's
consolidated financial statements as of and for the years ended
September 30, 2009, and 2008, contained an explanatory paragraph
which states that the Company has incurred losses since inception,
which raises substantial doubt about its ability to continue as a
going concern.

Arkanova Energy reported a net loss of $9,975,399 on revenue from
oil and gas sales of $620,854 for the year ended September 30,
2009, compared with a net loss of $1,751,656 on no revenue for the
year ended September 30, 2008.

The Company did not generate any revenues in the year ended
September 30, 2008, because the Company acquired its producing oil
and gas properties on October 3, 2008.  The Company says that
readers should not place undue reliance on the change between the
two periods due to the fact that it has only recently become a
junior producing oil company.

Total expenses increased during the year ended September 30, 2009,
to $8,723,867 as compared to $1,490,329 during the year ended
September 30, 2008.  General and administrative expenses increased
from $1,490,329 to $2,923,043 for the years ended September 30,
2008 and 2009, respectively, largely as a result of increased
professional fees associated with the acquisition of the Company's
Montana properties.  In addition, the Company incurred $972,098
for oil and gas production costs, $66,537 for depletion expenses
and $5,533,043 in impairment of oil and gas properties during the
year ended September 30, 2009, none of which costs were incurred
in the year ended September 30, 2009.

                            Liquidity

The Company had cash and cash equivalents of $11,022 and a working
capital deficit of $12,010,775 as of September 30, 2009, compared
to cash and cash equivalents of $464 and working capital deficit
of $10,850,942 for the year ended September 30, 2009.  The Company
anticipates that it will require approximately $23,300,000 for
operating expenses during the next twelve months.

The Company's principal cash requirements are for exploration
expenses which the Company anticipates will rise as it proceeds to
determine the feasibility of developing its current or future
property interests.

                          Balance Sheet

At September 30, 2009, the Company had total assets of
$14,799,592, total liabilities of $12,489,832, and total
stockholders' equity of $2,309,760.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $479,057 in total current
assets available to pay $12,489,832 in total current liabilities.

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

                      About Arkanova Energy

Based in The Woodlands, Texas, Arkanova Energy Corporation (OTC
BB: AKVA) -- http://arkanovaenergy.com/--is a junior producing
oil and gas company and is also engaged in the acquisition,
exploration and development of prospective oil and gas properties.
The Company holds property interests located in three counties in
the State of Arkansas, United States, mineral leases in Delores
County, Lone Mesa State Park, Colorado and leasehold interests
located in Pondera and Glacier Counties, Montana.


ARTURO GONZALEZ-PEREZ: Case Summary & 6 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Arturo Luis Gonzalez-Perez
        Urb. Biascochea
        Calle Begonia #7
        Carolina, PR 00979

Bankruptcy Case No.: 09-11216

Chapter 11 Petition Date: December 30, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Ada M. Conde, Esq.
                  PO Box 13268
                  San Juan, PR 00908-3268
                  Tel: (787) 721-0401
                  Fax: (787) 721-2982
                  Email: condelawpr@gmail.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 $2,806,603
and total debts of $2,512,010.

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

              http://bankrupt.com/misc/prb09-11216.pdf

The petition was signed by Arturo Luis Gonzalez-Perez.


ASYST TECHNOLOGIES: Feb. 3 Hearing on Plan of Liquidation
---------------------------------------------------------
Asyst Technologies filed with the U.S. Bankruptcy Court for the
Northern District of California in Oakland a revised version of
its Plan of Liquidation and explanatory Disclosure Statement.

Only secured creditors, led by KeyBank National Association, as
administrative agent for lenders owed $74.9 million principal
under a prepetition term loan, are getting recovery under the
Plan.  All other creditor groups and interest holders would be
wiped out.

Only the secured creditors are entitled to vote on the Plan.
Because the sale of the Debtor's assets did not generate enough
proceeds to pay the lender secured claims in full, it is
anticipated that there will be no distributions made to holders of
priority claims, general unsecured claims, and the holders of
interests.  As such, the Debtor believes that, although under the
Plan the holders of priority claims and holders of general
unsecured claims will receive an interest in the liquidation
trust, such beneficial interest in the liquidation trust is likely
to have no value.

A combined hearing to consider approval of the adequacy of the
information in the Disclosure Statement and confirmation of the
Plan will be held on Feb. 3, 2010.  Objections are due January 20.

A copy of the Debtor's Plan is available for free at:

    http://bankrupt.com/misc/Asyst_Plan_Dec23.pdf

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

    http://bankrupt.com/misc/Asyst_DS_Dec23.pdf

                    Sale of Debtor's Assets

The successful bidder for the Japan assets was Murata Machinery,
Ltd., with a bid of approximately US $115 million, at the
applicable exchange rate.  As to the U.S. assets, the Debtor sold
its Automated Material Handling Systems business to Murata for
$5.5 million.  Crossing Automation bought the Debtor's Fab
Automation Business for $6.5 million.  Peer Group bought software
assets for $2 million.

With respect to potential claims against its Japanese affiliates,
on December 1, 2009, the Debtor received notice from the trustee
of Asyst Technologies Japan, Inc. and Asyst Japan Holdings.  All
of the claims filed by the Debtor against Asyst Japan Holdings
have been approved by the trustee in the Japan proceedings and
will therefore receive a percentage distribution on that claim in
accordance with the priority scheme under Japanese law.

All of the Debtor's claims filed against ATJ have been denied by
the trustee in the Japan proceedings.  The trustee in the Japan
proceedings asserts that these claims will be set off against
other claims against the Debtor held by ATJ.  The Debtor is
investigating its options in connection with the "assessment
procedure" under Japanese law, which is a simplified litigation
procedure challenging the Japan trustee's judgment.
This filing must be made on or before January 10, 2010.
Assuming the assessment procedure action is filed, the court in
the Japan Proceedings will render judgment on the objection to the
Debtor's claim.

As of the date hereof, the actual recovery percentage to unsecured
creditors of ATJ and Asyst Japan Holdings is unknown, but in light
of the uncertainties, and the pending claim objection by the Japan
trustee with respect to the Debtor's claim against ATJ, the
Debtor's recovery percentage is currently estimated to be no
greater than 10 percent.

                     About Asyst Technologies

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

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

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


AVISTAR COMMUNICATIONS: Adopts 2009 Equity Incentive Plan
---------------------------------------------------------
Avistar Communications Corporation reports that on November 16,
2009, its stockholders approved the 2009 Equity Incentive Plan,
which replaced the Company's 2000 Stock Option Plan.  On December
8, a total of 20 calendar days after the mailing of an Information
Statement related to the 2009 Plan to stockholders, the 2009 Plan
became effective.

The 2009 Plan contains these material provisions:

     -- Background

The 2009 Plan permits the grant of incentive stock options,
nonqualified stock options, and restricted stock to help the
Company achieve its employee performance, recruiting, retention
and incentive goals.

     -- Administration of the 2009 Plan

The 2009 Plan may be administered by the Board or a committee of
the Board.

     -- Eligible Recipients of Awards

The Administrator selects the employees, consultants, and
directors who will be granted awards under the 2009 Plan.  The
actual number of individuals who will receive awards cannot be
determined in advance because the Administrator has the discretion
to select the participants.

     -- Shares Reserved Under the 1999 Plan

The total number of shares initially reserved for issuance under
the Plan will be 12,543,791 shares which include (i) 2,508,325
shares of the Company's common stock previously reserved for
issuance under the 2000 Plan but not subject to outstanding
options under such plan, which have been moved to the 2009 Plan,
and (ii) up to 10,035,466 shares of the Registrant's common stock
that may be added to the 2009 Plan in the future as shares
reserved for issuance under the 2000 Plan and subject to options
or similar awards issued under such plan expire or otherwise
terminate without being exercised in full or are forfeited to or
repurchased by the Registrant.  The shares reserved under the 2009
Plan are subject to automatic annual increase as set forth in the
2009 Plan.

     -- The Term of 2009 Plan

Unless terminated earlier, the 2009 Plan will continue in effect
for a term of 10 years from the date adopted by the Board.

                 About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

At September 30, 2009, the Company had $2.4 million in total
assets, including $382,000 in cash and cash equivalents, against
$14.9 million in total liabilities, resulting in stockholders'
deficit of $12.5 million.

As reported by the Troubled Company Reporter on August 25, 2009,
the Company said it was in discussions with the remaining holders
of its 4.5% Convertible Subordinated Secured Notes to convert the
Notes into shares of common stock in January 2010 or extend the
term of the Notes.


AVISTAR COMMUNICATIONS: Has Deal to Sell U.S. Patents
-----------------------------------------------------
Elias MurrayMetzger, Chief Financial Officer of Avistar
Communications Corporation, reports that on December 18, 2009,
Avistar entered into a patent purchase agreement to sell all
right, title and interest in and to substantially all of Avistar's
U.S. patents and patent applications, and related foreign patents
and patent applications to Intellectual Ventures Fund 61 LLC.

The closing of the transactions and payment of the purchase price
are subject to the satisfaction of customary closing conditions
within 75 days of the date of the agreement.

Intellectual Ventures had the right to terminate the agreement for
any reason at anytime on or prior to December 25, 2009.
Intellectual Ventures has agreed that, unless it cancels the
agreement on or prior to December 25, 2009, (a) Intellectual
Ventures will use commercially reasonable efforts to close the
patent purchase agreement within 30 calendar days, upon which
Intellectual Ventures will pay Avistar $11 million and (b) on
closing, Intellectual Ventures will grant Avistar and its
subsidiaries for the lives of the patents, a royalty-free,
irrevocable, non-exclusive, non-sublicensable, right and license,
to make, have made, use, sell, offer for sale, import and export
Avistar products or services covered by the patents in the
ordinary course of business.  The granted rights and licenses
include rights for authorized agents and end users of Avistar and
its subsidiaries to form combinations with other products for
certain authorized purposes.

Avistar retains a limited time right to grant a single licensee to
certain patents related to the products and services of a third
party, subject to certain limitations, and in the event such
license is not consummated prior to closing, the right to grant a
license to such third party will transfer to Intellectual Ventures
and Intellectual Ventures will pay Avistar an additional sum if
Intellectual Ventures licenses the third party under the patents.

                 About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

At September 30, 2009, the Company had $2.4 million in total
assets, including $382,000 in cash and cash equivalents, against
$14.9 million in total liabilities, resulting in stockholders'
deficit of $12.5 million.

As reported by the Troubled Company Reporter on August 25, 2009,
the Company said it was in discussions with the remaining holders
of its 4.5% Convertible Subordinated Secured Notes to convert the
Notes into shares of common stock in January 2010 or extend the
term of the Notes.


AVISTAR COMMUNICATIONS: JPMorgan Moves Note Maturity to Dec. 2010
-----------------------------------------------------------------
Elias MurrayMetzger, chief financial officer of Avistar
Communications Corporation, reports that effective December 22,
2009, Avistar, as borrower, entered into these agreements with
JPMorgan Chase Bank, N.A., as lender:

     (i) the second amended and restated revolving credit
         promissory note,

    (ii) the second amended and restated collateral agreement, and

   (iii) the third amended and restated security agreement.

The amended agreements relate to the renewal of a line of credit
with the Bank, which Avistar may draw upon during the term of the
note to fund its business operations.

Also, effective as of December 22, 2009, Gerald J. Burnett,
chairman of Avistar, and The Gerald J. Burnett and Marjorie J.
Burnett Revocable Trust entered into the Second Amended and
Restated Guaranty with the Bank pledging personal assets as
collateral for the Credit Facility.

The amended agreements modified certain terms of the Credit
Facility, including without limitation, the extension of the
maturity date of the note from December 22, 2009, to December 21,
2010, and the increase of the line of credit from $10 million to
$11.25 million.  As of December 22, 2009, the total principal
amount borrowed by Avistar under the Credit Facility was
$8.7 million.

The Credit Facility is subject to customary terms and conditions,
including several reporting and non-financial covenants.  As
security for the payment of its obligations under the Credit
Facility, Avistar granted JPMorgan a security interest in and
right of setoff against substantially all of the assets of
Avistar.

               Convertible Subordinated Secured Note

Mr. MurrayMetzger also reports that effective December 22, 2009,
Avistar entered into an agreement with Baldwin Enterprises, Inc.
whereby the parties agreed that Avistar would pay to Baldwin the
outstanding principal and interest related to the 4.5% Convertible
Secured Subordinated Promissory Note Due 2010.  Avistar paid
$4.0 million, the outstanding principal amount plus accrued
interest under the Baldwin Secured Note on December 23.

In a Schedule 13G filing on December 23, Leucadia National
Corporation, Phlcorp, Inc., and Baldwin Enterprises, Inc.,
disclosed they no longer hold Avistar shares.

                 About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

At September 30, 2009, the Company had $2.4 million in total
assets, including $382,000 in cash and cash equivalents, against
$14.9 million in total liabilities, resulting in stockholders'
deficit of $12.5 million.

As reported by the Troubled Company Reporter on August 25, 2009,
the Company said it was in discussions with the remaining holders
of its 4.5% Convertible Subordinated Secured Notes to convert the
Notes into shares of common stock in January 2010 or extend the
term of the Notes.


BANKUNITED FINANCIAL: Wants Until April 19 to File Chapter 11 Plan
------------------------------------------------------------------
Dow Jones Daily Bankruptcy Review reports that BankUnited
Financial Corp. is seeking an April 19, 2010 extension of its
exclusive period to propose a Chapter 11 plan.  According to the
report, the Debtor said it needs more time to review the
$4.9 billion claims made by the Federal Deposit Insurance Corp.

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of $8.6
billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940).  Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark
D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig,
LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent
the Debtors as counsel.  Corali Lopez-Castro, Esq., David Samole,
Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers,
Esq., at Kilpatrick Stockton LLP, serve as counsel to the official
committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. said it has
assets of $37,729,520 against debts of $559,740,185.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120,000,000 and $118,171,000 on account of senior notes.


BLUE HERON: Files for Chapter 11 Bankruptcy in Oregon
-----------------------------------------------------
Portland Business Journal relates that Blue Heron Paper Company
filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for
the District of Oregon, citing sharp drop in demand for newsprint
and increase in electrical rates to take effect this month.  The
Company posted both assets and debts of between $10 million and
$50 million.  Based in Oregon, Blue Heron Paper Company produces
newsprint and specialty paper products.


BLUE HERON PAPER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Blue Heron Paper Company
        419 Main Street
        Oregon City, OR 97045

Bankruptcy Case No.: 09-40921

Chapter 11 Petition Date: December 31, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Brandy A. Sargent, Esq.
                  900 SW 5th Ave #2600
                  Portland, OR 97204
                  Tel: (503) 224-3380
                  Email: basargent@stoel.com

                  Robert J. Vanden Bos, Esq.
                  319 Sw Washington #520
                  Portland, OR 97204
                  Tel: (503) 241-4869
                  Email: vbcservice@yahoo.com

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

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

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


BRIAN GARBUTT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brian D. Garbutt
        1900 Port Cardiff
        Newport Beach, CA 92660

Bankruptcy Case No.: 09-24606

Chapter 11 Petition Date: December 31, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Steven K. Kop, Esq.
                  Law Offices of Steven K. Kop
                  1880 Century Park East, Ste 820
                  Los Angeles, CA 90067
                  Tel: (310) 821-8557

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

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

According to the schedules, the Company has assets of $10,012,900,
and total debts of $4,700,500.

The petition was signed by Mr. Garbutt.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Irvne Company                                     $1,200,000
550 Newport Center Dr
Newport Beach, CA 92660

John Saunders                                     $700,000
4929 MacArthur Blvd, Suite 300
Newport Beach, CA 92660

Metro Pointe Associates                           $270,000
South Coast Drive
Costa Mess, CA 92626

Ellie Rhammi                                      $100,000
Rezi Law Group

First Republic Bank                               $100,000

Bank of AMerica                                   $100,000

American Express                                  $50,000

Capital One                                       $50,000

Lisa Salisbury                                    $46,000
Salisbury Law Firm

Citi Bank                                         $37,000

Rewards Network                                   $35,000

Chase                                             $24,000

Bank of America                                   $23,000

Time Payment                                      $22,000

Danny Cavic                                       $20,000

Chase                                             $12,000

Bank of America                                   $12,000

Barclays                                          $6,500

First Hawaiian                                    $6,500

American Express                                  $6,500


BUILDING MATERIALS: Emerges From Chapter 11 as Private Company
--------------------------------------------------------------
Building Materials Holding Corp. said Monday it has completed its
financial restructuring and successfully emerged from Chapter 11.
The secured lenders of BMHC have converted debt into equity and
are now the owners of the reorganized privately held company and
its operating entities BMC West Corp. and SelectBuild
Construction, Inc.

In addition, the company has moved its corporate headquarters from
San Francisco back to Boise, Idaho -- the original home of BMC
West -- and will unify its operating brands as BMC SELECT(TM).

"Like every business associated with residential housing and
construction, our company has faced unprecedented challenges
during the last few years," says BMC SELECT's new CEO Paul Street.
"However, we've emerged quickly with a stronger balance sheet,
enhanced liquidity, and a streamlined cost structure. And we're
not just leaner, but greener, as well, with a deeper understanding
of emerging trends like sustainable building and smart growth."

On October 22, 2009, BMHC said the U.S. Bankruptcy Court for the
District of Delaware had approved its Amended Disclosure Statement
and authorized the Company to begin soliciting approvals of the
Company's Plan of Reorganization from the requisite creditor
groups.  The Plan provides for BMHC's secured lenders to convert
debt into equity, becoming majority owners of the Company upon
emergence.  Under the Plan, BMHC will reduce its outstanding
indebtedness as of the filing date by approximately $150 million
to $135 million upon emergence.  The Company has obtained
commitments for $103.5 million of exit financing to support its
ongoing operations and future growth.

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

BMHC on December 18 said the Court has confirmed its Plan of
Reorganization, paving the way for the Debtor to complete its
financial restructuring and emerge from Chapter 11 on January 4,
2010.

Mr. Street says the company -- one of the largest building
materials distributors in the country -- also has emerged with a
stronger, unified brand.  "Our new name, BMC SELECT, celebrates
our new beginning and leverages the important legacies and brand
equity associated with BMC West and SelectBuild. We are the only
company that consolidates construction services and building
materials, and having one name, one company, and one brand going
forward underscores this advantage."

A new executive management team comprised of company veterans will
lead BMC SELECT forward with the help of a new independent board
of directors that brings valuable expertise in areas like building
products, construction, real estate, finance, operations, and
corporate turnarounds.  Mr. Street's fellow executive team members
include Stan Wilson, who continues to serve as president and chief
operating officer, and Danny McQuary, who will serve as chief
financial officer.

Mr. Street has been with the company since 1999 and previously
served as BMHC's outside general counsel and secretary while a
partner at the company's law firm.  Mr. Wilson is a 40-year
veteran of the building products industry, first at Boise Cascade
Corp. and, since 1987, at BMC West and BMHC.  Mr. McQuary served
as CFO for Lone Star Plywood and Door Corp. from 1994 until its
acquisition by BMC West in 1997 and has since held management
positions at BMC West and BMHC.

In addition to Mr. Street, BMC SELECT's board consists of six
independent directors who draw upon a wide range of skills and
experience: Jay B. Hunt, a turnaround consultant and non-executive
chairman of DDi Corp. Inc., an advanced electronics manufacturing
services provider; Peter C. Alexander, past president and CEO of
ORCO Construction Distribution, the largest independent building
materials distributor in the western United States; Marc Chasman,
president of the real estate investment group Picerne Capital West
and a former executive at Lennar Homes and KB Homes; Dennis
Downer, founder and chairman of Intermountain Orient, a lumber
distributor in Boise, Idaho, and former president of the North
American Wholesale Lumber Association; Michael A. Maidy, co-
managing director and co-founder of Sherwood Partners, LLC, a
financial services and crisis management consulting firm; and Carl
R. Vertuca, Jr., president of The Vertuca Group, a venture capital
and real estate investment company.

BMC SELECT -- http://www.bmcselect.com/-- offers lumber and
building materials, trusses and components, doors and millwork,
and targeted construction and installation services.  A privately
held company, BMC SELECT employs more than 3,700 people and
operates in 11 states and 16 markets.

                     About Building Materials

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

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


CALIFORNIA COASTAL: Wins Nasdaq Delisting Appeal
------------------------------------------------
California Coastal Communities, Inc. disclosed that on
December 29, 2009, the Nasdaq Hearings Panel determined to grant
the Company's request to remain listed on The Nasdaq Stock Market,
subject to certain conditions.  The Panel's decision was based
upon the Company's December 3, 2009 appeal of the Nasdaq Staff's
decision to delist the Company's common stock from the Nasdaq
Stock Market due to the Company's October 27, 2009 filing of a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code pursuant to which the Company is seeking to
extend the maturity dates and change the repayment schedules for
its approximately $182 million of Brightwater credit facilities in
order to repay the debt in full by the end of 2013 based on
currently expected home sales over the next four years.

The Panel's continued listing decision is conditioned upon (i) the
Company providing periodic updates as to the status of the
Brightwater credit facilities restructuring efforts; and (ii) the
Company emerging from the Chapter 11 process no later than April
26, 2010.

If the Company does not emerge by the April 26 deadline, the Panel
stated that it would render a final decision to delist the common
stock and halt trading on The Nasdaq Stock Market.  Once delisted,
the Company's common stock would not be immediately eligible to
trade over the OTC Bulletin Board or in the "Pink Sheets;"
however, the common stock may become eligible for such trading if
a market maker applies to quote the common stock in accordance
with Securities and Exchange Commission Rule 15c2-11, and such
application is approved.

                   About California Coastal

California Coastal Communities, Inc., (Nasdaq: CALC) --
http://www.californiacoastalcommunities.com/-- is a residential
land development and homebuilding company operating in Southern
California. The Company's principal subsidiaries are Hearthside
Homes which is a homebuilding company, and Signal Landmark which
owns 105 acres on the Bolsa Chica mesa where sales commenced in
August 2007 at the 356-home Brightwater community.  Hearthside
Homes has delivered 2,200 homes to families throughout Southern
California since its formation in 1994.

Irvine, California-based California Coastal Communities, Inc.,
filed for Chapter 11 bankruptcy protection on October 27, 2009
(Bankr. C.D. Calif. Case No. 09-21712).  Joshua M. Mester, Esq.,
who has an office in Los Angeles, California, assists the Company
in its restructuring efforts.  The Company listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.


CANARGO ENERGY: Court Confirms Prepackaged Plan
-----------------------------------------------
BankruptcyData reports that the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming CanArgo
Energy's Prepackaged Plan of Reorganization.

The Prepackaged Plan calls for giving the senior lenders new
secured debt.  The subordinated noteholder would have all of the
new equity, although they will share the stock pro rata with
general unsecured creditors if they accept the Plan.  The Plan
calls for a rights offering where the noteholders and unsecured
creditors could participate.

Based in Guernsey, British Isles, CanArgo Energy Corporation
(OSLO: CNR) (PINK SHEETS: CANR) -- http://www.canargo.com-- is an
independent oil and gas exploration and production company with
its oil and gas operations currently located in Georgia.

CanArgo Energy Corp. filed a Chapter 11 petition October 28 in New
York (Bankr. S.D.N.Y. Case No. 09-16453).  The petition listed
assets of $2.6 million against debt totaling $19.8 million. In
addition to the $12.3 million in subordinated convertible notes,
CanArgo owes $5.3 million to senior secured lenders.


CAPMARK FINANCIAL: Can Use Estate Property to Pay FDIC Claims
-------------------------------------------------------------
At the behest of Capmark Financial Group Inc., and Capmark Finance
Inc., the Bankruptcy Court:

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

         * confirmation of a Chapter 11 plan for CFGI; and

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

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

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

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

The Bankruptcy Court approved the Debtors' request, on these
terms:

  (a) nothing will constitute a finding, or imply, that the
      Federal Deposit Insurance Corporation has or does not have
      claims against any of the Debtors, or their estates, or
      any of their affiliates, other than FDIC's contingent
      claim and rights pursuant to the Capital Maintenance
      Agreement.

  (b) the FDIC has standing in CFGI's bankruptcy case to enforce
      the Court's order against CFGI and after confirmation to
      enforce the CMA against the reorganized CFGI.

  (c) Capmark Finance Inc. is authorized and directed to
      transfer to CFGI cash necessary to permit CFGI to transfer
      a total of $650 million cash to Capmark Bank, with CFI
      receiving a superpriority administrative expense claim
      against CFGI's estate on account of that transfer.

  (c) as long as the Debtors satisfy their obligations, the FDIC
      allowed claims will be deemed unimpaired and the FDIC will
      not object to, contest, or otherwise support or join in
      any other party-in-interest objecting to or contesting
      confirmation of any Chapter 11 pan; provided that nothing
      bars FDIC from objecting to those portions, if any, of a
      Chapter 11 plan:

        (i) purporting to transfer the Bank without satisfying
            all applicable laws and regulations; or

       (ii) otherwise violating banking laws and regulations.

  (d) If the CFGI Chapter 11 case is converted to Chapter 7, the
      CFGI estate and its Chapter 7 trustee in his capacity as
      trustee will be obligated to satisfy the requirements of
      the Court's order in respect of the $650 million being
      transferred into the Bank.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Wants Lease Decision Period Extended to May 24
-----------------------------------------------------------------
Under Section 365 of the Bankruptcy Code, bankruptcy courts may
grant an additional 90-day extension of the initial 120-day
period given to a debtor to assume or reject their leases for
cause shown.

Given the "intense demands during this initial postpetition
period," Capmark Financial Group Inc. and its units ask the Court
to extend the time within which they must assume or reject
unexpired leases of non-residential property pursuant to Section
365(d)(4)(B) of the Bankruptcy Code, through and including May 24,
2010.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, since the Petition Date, the
Debtors have worked on stabilizing their businesses and ensure a
smooth transition into Chapter 11.  They have, among other
things, engaged in the sale of their mortgage banking and loan
servicing businesses and military housing business and in the
selling of their shares to a Japanese subsidiary.  Moreover, the
Debtors are currently evaluating their remaining assets and
businesses in the context of their restructuring.

Hence, the Debtors should not be forced at an early stage of
their Chapter 11 cases to incur administrative claims or reject
what may prove to be valuable assets before they have had a full
opportunity to explore their options in the context of the
overall plan process, Mr. Collins says.

Extending the Debtors' current Lease Decision Period -- which
expires on February 22, 2010 -- will allow them to evaluate and
determine how the Unexpired Leases will fit into the Debtors'
operations and restructuring alternatives, Mr. Collins
emphasizes.

The proposed Lease Decision Period Extension will not damage
lessor parties to the Unexpired Leases because pending the
Debtors' election to assume or reject the Leases, the Debtors
will continue to perform all of their undisputed obligations
arising from and after the Petition Date in a timely fashion, as
required by Section 365(d)(3) of the Bankruptcy Code, Mr. Collins
clarifies.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FINANCIAL: Wants Removal Period Extended to May 24
----------------------------------------------------------
Section 1452(a) of the Bankruptcy Code provides that a party may
remove any claim or cause of action in a civil action to the
district court for the district where that civil action is
pending.  In accordance with Rule 9027 of the Federal Rules of
Bankruptcy Procedure, a notice of removal may be filed in the
bankruptcy court within (i) 90 days after the Petition Date, (ii)
30 days after the entry of a stay termination ruling, or (iii)
30 days after a trustee qualifies in a Chapter 11 case but not
later than 180 days after the Petition Date.  With cause,
however, the Court may extend a debtor's removal period.

Capmark Financial Group Inc. and its units' current Action Removal
Period is set to expire on January 25, 2010.

Accordingly, the Debtors ask the Court to extend to May 24, 2010,
the period within which they may file notices of removal of civil
actions and proceedings to which the Debtors are or may become
parties, pursuant to Rule 9027 of the Federal Rules of Bankruptcy
Procedure.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that since the Petition Date, the
Debtors have focused on stabilizing their businesses and ensuring
a smooth transition into Chapter 11 while attending to other
time-sensitive and complex aspects of their bankruptcy cases.

Mr. Collins explains that the Debtors have, among other things,
(i) consummated the sale of their mortgage banking and loan
servicing businesses and military housing business which closed
in December 2009, (ii) been working on the Sale of their shares
in a Japanese subsidiary engaged in loan servicing in Japan,
which is also scheduled to close in January 2010, and (iii) been
evaluating their remaining assets and businesses in the context
of their restructuring.

In this regard, extending the Action Removal Period for an
additional 120 days will permit the Debtors "to timely review
their pending litigation matters and properly evaluate them"
within the context of their Chapter 11 cases, Mr. Collins tells
the Court.

Mr. Collins assures Judge Sontchi that the requested Extension
will not unduly prejudice any counterparty to the Civil Actions.

                      About Capmark Financial

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

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

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

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

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


CARLO APPUGLIESE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Carlo A. Appugliese
               Kristie Lynn Appugliese
               14219 85th Avenue
               Seminole, FL 33776

Bankruptcy Case No.: 09-29780

Chapter 11 Petition Date: December 31, 2009

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

Judge: Catherine Peek McEwen

Debtors' Counsel: Marshall G. Reissman, Esq.
                  Law Offices of Marshall G. Reissman
                  5150 Central Ave
                  St. Petersburg, FL 33707
                  Tel: (727) 322-1999
                  Fax: (727) 327-7999
                  Email: marshall@reissmanlaw.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 $1,071,275,
and total debts of $1,977,844.

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/flmb09-29780.pdf

The petition was signed by the Joint Debtors.


CATHOLIC CHURCH: Court OKs TRG as Wilmington Fin'l Advisor
----------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., sought authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
The Ramaekers Group, LLC, as its financial advisor, nunc pro tunc
to the Petition Date, and in accordance with the terms of the
parties' engagement agreement.

The Diocese proposed to tap TRG as financial advisor to:

  (a) continue to familiarize itself with the business,
      operations, financial condition and prospects of the
      Diocese;

  (b) provide financial advice and assistance to the Diocese;

  (c) assist the Diocese in evaluating, structuring, negotiating
      and implementing a restructuring plan;

  (d) assist the Diocese in meeting its financial reporting
      obligations in the bankruptcy proceeding;

  (e) assist the Diocese and participate in negotiations with
      holders of the existing debt obligations and other
      stakeholders; and

  (f) participate in hearings before the Court with respect to
      the matters upon which TRG has provided advice, including
      coordinating with the Diocese's counsel with respect to
      testimony in connection therewith.

TRG will be paid based upon its customary and normal hourly rates
for services provided, which currently range from $100 to $750 per
hour.  In addition, TRG will be reimbursed for its reasonable out-
of-pocket and incidental expenses incurred during its engagement.

The Official Committee of Unsecured Creditors of the Catholic
Diocese of Wilmington, Inc., filed an objection, pointing out that
it disputes the Diocese's contention that it is trustee of over
$100 million in cash and that the cash is outside of the
bankruptcy estate.  The Creditors Committee says it is
investigating the Diocese's contention and is preparing a
complaint for declaratory relief to determine the estate's rights
in the Diocese's pooled investment program.

If The Ramaekers Group, LLC, is serving as financial advisor to
the Diocese in its capacity as a trustee, the trust, and not the
estate, should pay trustee-related fees and expenses, Ms. Jones
contends.  To the extent that TRG's prepetition fees and expenses
related to services performed for trusts, approval of the firm's
employment should be without prejudice to claims of the estate to
avoid and recover trust-related payments, she argues.

"The resolution of this objection is simple," Ms. Jones tells the
Court.  "[TRG] should maintain separate billing accounts for its
services to the Debtor as a debtor in possession of estate assets
and for its services to the Debtor as a trustee of trusts which
contend they are strangers to the estate."

The Diocese countered that to resolve the Creditors Committee's
informal objection to the Diocese's separate applications to
employ TRG and Young Conaway Stargatt & Taylor, LLP, the Committee
asked for a language to be included in the firms' retention
orders.  The language provides that the firms will not provide any
services to any trusts involving property that the Diocese alleges
is not property of the estate.

                         *     *     *

Judge Sontchi overruled the objection and approved the
application.  Judge Sontchi also directed TRG to identify
separately in its fee applications any services performed from and
after the entry of the order, which relate to the enforcement of
alleged restrictions on the use or disposition of property the
Diocese believes is held in trust or is otherwise unavailable to
satisfy the claims of general creditors under applicable law, as
set forth in the Court's ruling on the record at the hearing.

The Diocese is authorized to pay and reimburse TRG according to
the terms of the parties' engagement agreement.  TRG will maintain
records in support of any actual and necessary costs and expenses
incurred in connection with its services in the bankruptcy case.

Notwithstanding any provision in the engagement agreement, the
Diocese will indemnify TRG solely to certain extent as directed by
the Court, including indemnification for any claim arising from,
related to, or in connection of the performance of its services
described in the engagement agreement.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Wilmington Gets Nod for Young Conaway as Attys.
----------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Young Conaway Stargatt & Taylor, LLP, as its
bankruptcy, special litigation and corporate counsel, nunc pro
tunc to the Petition Date.  The Diocese also asks the Court to
authorize Certain Underwriters at Lloyd's, London to pay Young
Conaway under certain policies where the defense costs do not
reduce the indemnity coverage available to the insureds under the
applicable policy.

Lloyd's is a signatory to certain policies to the Diocese
effective for the policy periods from 1977 to 1993.

As counsel, Young Conaway will:

  (a) provide legal advice with respect to the Diocese's powers
      and duties as debtor-in-possession in the continued
      operation of its business and management of its property;

  (b) provide legal advice with respect to the Diocese's powers
      and duties as trustee where real, personal, or mixed
      property was received by grant, gift, devise or bequest,
      in trust, to be used for religious, educational or
      charitable purposes in accordance with the terms and
      conditions of said trusts;

  (c) prosecute and defend litigation on behalf of the Diocese's
      bankruptcy estate, including the more than 130 cases filed
      prepetition against the Diocese under the Delaware Child
      Victim's Act;

  (d) pursue the sale or other disposition of the Diocese's
      assets for the benefit of its bankruptcy estate;

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

  (f) prepare on behalf of the Diocese necessary applications,
      motions, answers, orders, reports and other legal papers;

  (g) appear in the Court, the Delaware Superior Court, and any
      other tribunal or proceeding, as necessary to protect the
      interest of the Diocese;

  (h) continuing to provide legal advice and legal services with
      respect to employment, benefits, insurance, real estate,
      litigation and other general non-bankruptcy matters for
      the Diocese; and

  (i) perform all other legal services for the Diocese, which
      may be necessary and proper.

In accordance with Section 330(a) of the Bankruptcy Code, Young
Conaway will be paid on an hourly basis, plus reimbursement of
actual, necessary expenses and other charges incurred in
connection with its retention.  The principal attorneys and
paralegal presently designated to represent the Diocese and their
current standard hourly rates are:

         Professional                 Rate
         ------------                 ----
         James L. Patton              $800
         Robert S. Brady              $610
         Anthony G. Flynn             $450
         Neilli M. Walsh              $400
         Timothy J. Houseal           $400
         Maris J. Finnegan            $310
         Mary F. Dugan                $300
         Patrick A. Jackson           $295
         Jennifer M. Kinkus           $290
         Tom Hartzell, paralegal      $175
         Troy Bollman, paralegal      $135

                  Creditors Committee Objection

The Official Committee of Unsecured Creditors filed an objection
to the Catholic Diocese of Wilmington, Inc. to the application.

The objection was targeted at the Diocese's contention that it is
trustee of over $100 million in cash and that the cash is outside
of the bankruptcy estate.  If Young Conaway Stargatt & Taylor,
LLP, is serving as counsel to the Diocese in its capacity as a
trustee, the trust, and not the bankruptcy estate, should pay
trustee-related fees and expenses, Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
argued.

"To the extent that YCST's prepetition fees and expenses related
to services performed for trusts, approval of YCST's employment
should be without prejudice to claims of the estate to avoid and
recover trust-related payments," Ms. Jones tells Judge Sontchi.

The Diocese tells the Court that the objection trace its origin to
a statement in Young Conaway's application stating that the scope
of services to be provided by the firm would include "providing
legal advice with respect to the Debtor's powers and duties as
trustee where real, personal, or mixed property was received by
grant, gift, devise or bequest, in trust, to be used for
religious, educational or charitable purposes in accordance with
the terms and conditions of said trusts."

The Diocese is entitled to retain professionals to assist it in
carrying out its rights and responsibilities as debtor-in-
possession, Mr. Patton reminds the Court.  He argues that there is
no provision in the Bankruptcy Code for the payment of
professionals from non-estate sources for services provided to the
Diocese.  Hence, he notes, it is unclear in what way the
application or the proposed order granting the application is
deficient so as to warrant the objection.

The Court accordingly overruled the objection and approved the
application.

Judge Sontchi directed Young Conaway to identify separately in its
fee applications any services performed from and after the entry
of the order, which relate to the enforcement of alleged
restrictions on the use or disposition of property the Diocese
believes is held in trust or is otherwise unavailable to satisfy
the claims of general creditors under applicable law, as set forth
in the Court's ruling on the record at the hearing.

Moreover, Judge Sontchi ruled that Certain Underwriters at
Lloyd's, London signatory to Policies issued to the Diocese
effective for policy periods from 1977 and 1993 may pay any
outstanding invoices submitted by Young Conaway for defense of the
Diocese in its abuse cases, where payment is to be made under
policies of insurance, which provide that payment of the defense
costs do not reduce the indemnity coverage available to the
insured under the policies.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Wilmington Employs Sitrick as Consultant
---------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Sitrick and Company Inc. as its corporate
communications consultant, nunc pro tunc to the Petition Date.

Reverend Monsignor J. Thomas Cini, the Diocese's secretary and
vicar general of administration, relates that Sitrick's employment
generally includes advising the Diocese on public relations and
corporate communications issues, writing and distributing press
releases, consulting on public relations strategies and media
relations, in accordance with the terms and conditions in that
certain engagement letter dated October 12, 2009, between the
Diocese and Sitrick.

In light of the widespread media coverage of its Chapter 11 case,
the Diocese requires the services of a seasoned and experienced
corporate and crisis communications consultant, and one that is
familiar with both the Diocese's charitable operations and the
Chapter 11 process, Msgr. Cini tells the Court.  He avers that
Sitrick is particularly well suited to serve as the Diocese's
consultant because it has emerged as a leader in corporate
reputation management, with extensive experience in both out-of-
court restructurings and complex Chapter 11 cases.

Msgr. Cini asserts that Sitrick will be able to assist the Diocese
in protecting, retaining and developing the goodwill and
confidence of the Diocese's stakeholders.  The Diocese believes
that by having a corporate communications consultant, the other
professionals in the bankruptcy case, and the Diocese's
representatives, who might otherwise handle the communications
matters, will be able to focus better on their competencies and
their core tasks -- to efficiently and effectively manage the
Diocese's day-to-day charitable operations and to facilitate a
successful Chapter 11 process.

Sitrick will be paid based on its standard hourly rates, ranging
from $185 to $895, for its services subject to an agreed upon
discount in light of the Diocese's non-for-profit and charitable
status.  Sitrick has received (i) a retainer fee amounting to
$100,000, $30,000 of which is a minimum, non-refundable annual
fee, and (ii) a refundable expense advance amounting to $10,000 to
cover reasonable and necessary out-of pocket expenses incurred by
Sitrick.

Michael S. Sitrick, chairman and chief executive officer of
Sitrick, assures the Court that his firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                  About the Diocese of Wilmington

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

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

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


CHARTER COMMUNICATIONS: Has $2.2-Bil. Emergence Date Equity Value
-----------------------------------------------------------------
As required by its Amended and Restated Certificate of
Incorporation, Charter Communications, Inc. disclosed its
Emergence Date Equity Value of $2.2 billion as of November 30,
2009, the effective date of Charter's Joint Plan of
Reorganization.  The Emergence Date Equity Value does not
necessarily reflect the actual value of Charter's common stock nor
does it reflect the value of Charter's common stock for purposes
of Section 382(e) of the Internal Revenue Code of 1986, as
amended.

The Certificate of Incorporation defines the Emergence Date Equity
Value as Charter's equity value on the date on which Charter
emerged from chapter 11 bankruptcy protection, which equity value
Charter shall announce via a press release and the filing of a
Current Report on Form 8-K with the Securities and Exchange
Commission no later than 30 days after the Emergence Date.  Such
equity value shall be determined by Charter in good faith based on
the valuation of Charter's total enterprise as determined and
approved in connection with the Joint Plan.  The Certificate of
Incorporation provides that in the event that both (1) the equity
value of Charter has decreased by at least 35% from the Emergence
Date Equity Value and (2) an owner shift of at least 25 percentage
points has occurred during the relevant testing period with
respect to Charter's equity for purposes of Section 382 of the
Code, and the Treasury regulations thereunder, then Charter may
impose restrictions on the trading of Charter's common stock.  The
restrictions would be aimed at protecting against potential
limitations on Charter's ability to utilize net operating loss
carryforwards to reduce potential future federal income tax
obligations.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on October 15, 2009.
Charter's reorganization plan became effective November 30, 2009.


CHRYSLER LLC: New Chrysler Has 'Coming Home' Corporate Campaign
---------------------------------------------------------------
Chrysler Group LLC introduced a new corporate advertising campaign
designed to reach out to consumers as well as the company's many
suppliers and partners.

The new corporate campaign, "Coming Home," was created in response
to requests from Chrysler Group dealers and research conducted
which found that consumers do not realize that Chrysler Group has
emerged from bankruptcy and is now a different company with a new
alliance partner and a healthy product plan.

"This ad tells a story of Chrysler products bringing home loved
ones throughout the years and our commitment to continuing to
bring them home.  It was important to tell this story during the
holiday season because it is a time when families come together,"
said Olivier Francois, Head of Marketing, Chrysler Group LLC.  "We
want current and future customers, suppliers and partners to know
that we are here and we are committed to earning their trust and
restoring our reputation."

The ad features a driver bringing home a leather travel bag
throughout the years in various Chrysler, Dodge and Jeep(R)
vehicles.  The travel bag symbolizes the continuation of life with
all Chrysler Group brands and is the string that ties the entire
story together.  While various Chrysler, Dodge and Jeep vehicles
are featured throughout, the ad begins with a 1930's Chrysler
Airflow and ends with a 2010 Chrysler 300 sedan.

The 60-second ad was created and produced by the Chrysler brand's
advertising agency of record, Fallon, and is scheduled to air
beginning January 1 - 4, 2010 during the following bowl games as
well as the Chrysler, Dodge, Jeep and Ram brand web sites:

    --  Jan 1 - Rose Bowl, ABC
    --  Jan 1 - Outback Bowl, ESPN
    --  Jan 1 - Sugar Bowl, FOX
    --  Jan 2 - Liberty Bowl, ESPN
    --  Jan 2 - Liberty Bowl (Repeat), ESPN2
    --  Jan 4 - Fiesta Bowl, FOX

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Dealerships Continue to Fight Closings
----------------------------------------------------
As many of the 789 dealers terminated during Chrysler's bankruptcy
restructuring have cried foul, industry experts and even a former
executive question whether the company blundered by dropping so
many dealers and giving them just over three weeks to wind down
operations, according to ABI.

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

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

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

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


CLASSIC SLEEP: Files Chapter 11 to Facilitate Asset Sale
--------------------------------------------------------
Classic Sleep Products on Monday filed a Chapter 11 petition in
U.S. Bankruptcy Court for the District of Maryland, seeking
approval of the sale of assets of the company.

With the approval of the Court, a new company, Classic Brands LLC,
would own the assets and is backed with an infusion of $10 million
in new financing.  Classic's long-time Chinese manufacturing
partner will have an equity stake in the new company.  The
business plan creates a unique opportunity for Classic to solidify
its position as the leading value mattress brand in the United
States.

The company said there will be no disruption of service to its
customers, vendors or suppliers. The company said it expected to
exit the Chapter 11 process expeditiously.

Under the business plan, the current management team led by CEO
Mike Zippelli, will increase its majority ownership stake in the
business with funding provided by JMX Capital Partners and
Classic's senior lender, CIT Financial.

"We see this move as a very exciting opportunity to solidify
Classic's position as the leading value brand in the United
States. This strong infusion of capital will strengthen our
current business and position the company for dynamic future
growth," said Mr. Zippelli.

He explained that the Chapter 11 process was a necessary step for
Classic to separate itself from its parent company, Dormia Inc.,
which had operated more than 30 stores until shortly after its
Chapter 11 filing 18 months ago.

"We have worked closely with our Chinese supplier for many years.
We are designing mattresses and they are building beds to the same
specifications we use in our Jessup facility, but at pricing that
delivers greater value to the consumer," said Mr. Zippelli.  "The
cost differential gives us a unique strategic advantage by
enabling us to include features at the under $1,500 price point at
quality levels that are impossible to produce domestically."

Classic Sleep Products' bankruptcy filing comes more than a week
after The Wall Street Journal reported that details of the
prepackaged reorganization plan for Simmons Bedding Co. 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 reported 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.

"An asset in bankruptcy is always in play," the Journal quoted
Leonard P. Goldberger, Esq., at Stevens & Lee in Philadelphia, as
saying.  According to the Journal, Mr. Goldberger is working with
government-owned Guangzhou Enterprises Mergers and Acquisition
Services, the clearinghouse that published the Simmons
information.

The Journal said Simmons discounted the endeavor.  "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.

Simmons Bedding Company is one of the largest bedding
manufacturers in North America.  Simmons -- controlled by private-
equity firm Thomas H. Lee Partners before filing for bankruptcy in
November -- is seeking to reorganize $1 billion in debt and exit
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.

                   About Classic Sleep Products

Classic Sleep Products -- http://www.dormia.com/-- sells its
bedding products and accessories under the Dormia, Space Age and
Natural Expressions brands and uses materials from around the
world including all-natural and high-performance covers, lamb's
wool, Talalay and Dunlop latex, and visco-elastic memory foam.
Many of the products are manufactured domestically using handmade
craftsmanship and custom embroidery.

                        About Dormia Inc.

Dormia Inc., headquartered in Jessup, Maryland, was formed when
Advanced Comfort, Inc., founded in 1991, a mattress retailer
dedicated to selling mattresses that ensure longer lasting sleep,
purchased the assets of Classic Corporation, founded in 1971.
Classic was one of the leading manufacturers of specialty sleep
products and in 1985 was publicly traded on the New York Stock
Exchange.

Dormia filed for Chapter 11 bankruptcy protection on June 18, 2008
(Bankr. D. Md. Case No. 08-18044).  Judge Duncan W. Keir presided
over the case.  Michael J. Lichtenstein, Esq., at Shulman Rogers
Gandal Pordy & Ecker, P.A., in Rockville, Maryland, served as
Dormia's counsel.  In its petition, Dormia listed less than
$50,000 in assets and $1 million to $10 million in estimated
debts.

As reported by the Troubled Company Reporter, Dormia conducted a
court-ordered liquidation sale beginning July 3, 2008.  The Court
selected Hudson Capital Partners, LLC to manage the store
liquidations.


CMC LLC: Sec. 341 Creditors Meeting Set for Jan. 26
---------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of CMC, LLC's
creditors on January 26, 2010, at 2:00 p.m. at Robert S. Vance Fed
Bldg, 1800 5th Ave No, Room 127, Birmingham, AL 35203.

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.

Alabaster, Alabama-based CMC, LLC, filed for Chapter 11 bankruptcy
protection on December 23, 2009 (Bankr. N.D. Ala. Case No. 09-
07455).  Steven D. Altmann, Esq., at Najjar Denaburg, P.C.,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities in its petition.


CMC LLC: Taps Najjar Denaburg as General Counsel
------------------------------------------------
CMC, LLC, has sought permission from the U.S. Bankruptcy Court for
the Northern District of Alabama to employ Najjar Denaburg, P.C.,
as general counsel.

Najjar Denaburg will handle, among other things:

     a. the preparation of the schedules;

     b. meetings and negotiations with creditors;

     c. prosecution of any adversary proceedings, or contested
        matters; and

     d. and negotiations and preparation of a Disclosure
        Statement, and Plan of Reorganization.

Najjar Denaburg will be paid based on the hourly rates of its
personnel:

             Charles L. Denaburg             $375
             Marvin E. Franklin              $295
             Steven D. Altmann               $250
             Todd Miner                      $175
             Paralegals                       $75

The Debtor assures the Court that Najjar Denaburg is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Alabaster, Alabama-based CMC, LLC, filed for Chapter 11 bankruptcy
protection on December 23, 2009 (Bankr. N.D. Ala. Case No. 09-
07455).  Steven D. Altmann, Esq., at Najjar Denaburg, P.C.,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities in its petition.


CLARENCE BUNTING: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Clarence B. Bunting, Jr.
        Route 1, Box 150-B
        Pinetops, NC 27864

Bankruptcy Case No.: 09-11564

Chapter 11 Petition Date: December 31, 2009

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

Judge: Randy D. Doub

Debtor's Counsel: Stephen L. Beaman, Esq.
                  P.O. Box 1907
                  Wilson, NC 27894
                  Tel: (252) 237-9020
                  Fax: (252) 243-5174
                  Email: sbeaman@beamanlaw.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
12 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nceb09-11564.pdf

The petition was signed by Clarence B. Bunting, Jr.


COOPER-STANDARD: Wins Final Nod for Replacement Financing
---------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors obtained
final approval from the U.S. Bankruptcy Court for the District of
Delaware to enter into a replacement credit agreement with
Deutsche Bank Trust Company Americas.

The agreement authorizes the Debtors to obtain as much as
$200 million to refinance the loans they availed from a group of
lenders led by Deutsche Bank under a debtor-in-possession credit
agreement dated August 5, 2009.

Cooper-Standard Automotive Canada Ltd., the Debtors' unit which
is under an insolvency proceeding in Canada, also obtained
approval from the Ontario Superior Court of Justice to execute
the replacement credit agreement.

Under the replacement credit agreement, about $175 million in
initial loan will be provided to Cooper-Standard Automotive Inc.,
METZELER Automotive Profile Systems GmbH and CSA Canada.  Of
this, CS Automotive will get $75 million while the foreign units
will get $50 million each.

The companies are also authorized to access an additional
$25 million standby uncommitted single draw term loan facility
from the lenders.

In return for the $200 million loan, the lenders will be granted
superpriority administrative expense claim status in the Debtors'
Chapter 11 cases, first priority lien on their unencumbered
assets, among others.

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

The Bankruptcy Court will hold a hearing on December 29, 2009, to
consider final approval of the Debtors' request.

A full-text copy of the Bankruptcy Court's order is available
without charge at http://researcharchives.com/t/s?4c16

                       About Cooper-Standard

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

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

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

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

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


CONTINENTAL AIRLINES: CEO Won't Take Pay Unless Firm Makes Profit
-----------------------------------------------------------------
Jeff Smisek, who assumed the position of Chairman of the Board,
President and Chief Executive Officer of Continental Airlines,
Inc., effective on January 1, 2010, on Monday wrote a letter to
employees concerning his decision to forego his salary and annual
bonus until the Company makes a full-year profit.

Mr. Smisek assumed the Chairman, President and CEO role following
the resignation of Larry Kellner effective on December 31, 2009.
In connection with his promotion, Mr. Smisek has entered into an
agreement with the Company dated January 4, 2010 pursuant to which
he has agreed to forego his annual salary of $730,000 and any
annual bonus that would otherwise be earned for each calendar year
beginning January 1, 2010 unless the Company makes a profit for
such full calendar year.

In the agreement, Mr. Smisek acknowledges that his participation
in certain benefits, such as the Company's 401(k) plan and
employee stock purchase plan, will be impacted by his salary and
annual bonus waiver.  The Company also agrees that if the salary
and annual bonus waiver impacts Mr. Smisek's participation in
welfare benefit plans such as life insurance or disability, it
will provide him equivalent benefits at no additional cost.  The
agreement further provides that the salary and annual bonus waiver
will not otherwise affect Mr. Smisek's rights under his employment
agreement, including, without limitation, Mr. Smisek's right to
participate in any long term incentive program maintained by the
Company and the calculation of benefits based on salary or annual
bonus level.

"As I step into my new role as CEO, I'm proud and excited to be
leading the greatest team in the airline industry.  You have
proven again and again that you can provide the best customer
service and product in the business, despite the many challenges
that have become the "new normal" for this industry.  You just
proved that yet again over the holidays, when you performed at the
top of your game in one of the worst winter storms in decades on
one of the busiest travel days of the year.  No one does it
better," the letter said.

"Now we need to focus on conquering our biggest challenge of all:
making money on an on-going basis.  Making money will make
possible all the good things you want and deserve from Continental
-- job security, better pay, better benefits, career advancement
and retirement security.  Continuing year after year of losses
will result in all the things you don't want -- furloughs, pay and
benefit reductions, career stagnation and worries about
retirement.  We've lost almost $1 billion since 9/11 as we've
managed from one crisis to the next.  It's our airline and it's
time to take control of our destiny.

"To demonstrate my belief in your ability to do just that, I am
going to refuse to accept any salary or annual bonus until we make
a full-year profit.  I am willing to make this commitment because
I have faith in you, and because the tone for any business is set
at the top.  I am not asking you or anyone else to reduce their
pay. What I am asking is that you join me in making Continental
profitable again. I'm asking that you do what you do best -
provide our customers outstanding service while working more
efficiently, bringing in new revenue and out-performing the
competition.

"While we face enormous challenges, we also have significant
strengths.  We have you -- the most professional men and women in
the industry.  We belong to the world's best and most
comprehensive airline alliance -- Star Alliance.  We fly the
newest, most fuel-efficient fleet in the industry, and we have
world class facilities.  We continue to ensure that our product is
competitive, adding amenities like DIRECTV, Video on Demand and
flat-bed seats.

"Our greatest strength is and always has been the Continental team
and our Working Together culture. You are the key to our success
and deserve all of the opportunities that will come from making
money again.  It's our airline.  Let's get it back in the black so
we can all enjoy the benefits that will flow from making money
again."

                    About Continental Airlines

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

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

                        *     *     *

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

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

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


CREDIT SUISSE: Faces $24-Bil. Suit for Failure of 4 Resorts
-----------------------------------------------------------
According to various reports, Credit Suisse and the real estate
firm Cushman & Wakefield are facing a $24 billion lawsuit filed by
property owners who allege that the Swiss bank schemed to defraud
investors in several resort communities.  The plaintiffs allege
Credit Suisse and Cushman & Wakefield deliberately engineered the
failure of at least four major resort projects as part of a scheme
to take over the properties.

According to the reports, the proposed class-action lawsuit was
filed Sunday before the U.S. District Court for the District of
Idaho.  The initial plaintiffs are:

     -- Beau Blixseth, the son of Tim Blixseth and a Yellowstone
        Club property owner, and

     -- L. J. Gibson, an individual who bought property at
        Tamarack Resort in Idaho, Lake Las Vegas in Nevada, and
        Gin Sur Mer in the Bahamas.

NewWest.Net says the lawsuit alleges a host of illegal acts by
Credit Suisse and Cushman & Wakefield, including violations of the
Racketeer Influenced and Corrupt Organizations Act, fraud,
negligence and breach of fiduciary duty.

According to the Associated Press, Messrs. Gibson and Blixseth in
their lawsuit described a complex conspiracy dubbed "Loan to Own":
First, they said, the money for the resort loans came from a
separate fraudulent scheme to help Iranian banks dodge U.S.
economic sanctions.  That practice ended last month with Credit
Suisse agreeing to pay $536 million to settle a U.S. Justice
Department inquiry and to admit to violating U.S. economic
sanctions by hiding the booming Iranian business.  The Plaintiffs
also argue that Credit Suisse in 2005 used profits from the scheme
to finance a predatory-lending plot, opening a branch in the
Cayman Islands and marketing loans to high-end developers.  The
Plaintiffs contend opening the Cayman Islands branch allowed
Credit Suisse to skirt U.S. real-estate appraisal laws.  Instead
of using appraisal methods accepted in the U.S., the property
owners contend, Credit Suisse worked with Cushman & Wakefield to
develop a type of appraisal that would grossly inflate the values
of the resorts.

According to various reports, Duncan King, a spokesman for Credit
Suisse, said the lawsuit is without merit and the bank will fight
the claims.

Dwayne Doherty, a spokesman for Cushman & Wakefield, said the
allegations "are completely without merit, and we will defend
ourselves vigorously."

Michael Flynn, Esq., is the lead attorney in the lawsuit,
according to NewWest.Net.

                      About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J. Works,
Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.

                       About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.

                      About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC, represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


DAMOPA INVESTMENTS: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Damopa Investments, LLC
        4499 E. Thomas Road, Unit 2020
        Phoenix, AZ 85018

Bankruptcy Case No.: 09-33936

Chapter 11 Petition Date: December 31, 2009

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

Debtor's Counsel: Robert M. Cook, Esq.
                  Law Offices Of Robert M. Cook PLLC
                  219 W Second St
                  Yuma, AZ 85364
                  Tel: (928) 782-7771
                  Fax: (928) 782-7778
                  Email: robertmcook@yahoo.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
12 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/azb09-33936.pdf

The petition was signed by Patrick Gillihan and/or Monika Catlin,
partners of the Company.


DECODE GENETICS: Receives Nasdaq Deficiency Notice
--------------------------------------------------
deCODE genetics, Inc. has received a notice from the Nasdaq Stock
Market stating that for 30 consecutive business days the market
value of the publicly held shares of its common stock has been
below $15 million, the minimum level required for continued
listing on The Nasdaq Global Market as set forth in Nasdaq Listing
Rule 5450(b)(3)(C).  In accordance with Nasdaq Listing Rule
5810(c)(3)(D), deCODE will be provided a period of 90 calendar
days from the date of the notice in which to regain compliance.
If at any time during this period the market value of the publicly
held shares of deCODE's common stock is $15 million or more for a
minimum of 10 consecutive business days, Nasdaq will provide
deCODE with written confirmation of compliance and the matter will
be closed.

As previously reported, deCODE has appealed the potential
suspension of trading in its common stock and the subsequent
delisting from Nasdaq pursuant to a notice from Nasdaq received on
November 18, 2009.  A decision on this matter is expected in
January, 2010.

                         About deCODE

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


DECODE GENETICS: Seeks to Reject Change in Control Benefit Plan
---------------------------------------------------------------
NetDockets reports that deCODE genetics, Inc., on New Year's Eve,
asked the Bankruptcy Court for authority to reject a Change in
Control Benefit Plan for the Debtor's managerial employees.
deCODE Genetics intends to utilize the Chapter 11 case to sell its
interests in a subsidiary, Islensk erfdagreining ehf, its
intellectual property and certain drug compounds to Saga
Investments LLC or a higher bidder.  A hearing on the approval of
a sale is scheduled for January 14, 2010.  All remaining assets
and operations of deCODE will then be liquidated pursuant to a
plan of liquidation.

NetDockets reports that the Debtor acknowledges that the
transactions that are contemplated by the sale to Saga could
constitute a change in control under the benefit plan, which would
entitle eligible employees to "among other things, the vesting of
stock options or other equity plans, lump sum severance payments
and certain insurance-related benefits."  According to deCODE's
motion, following the sale to Saga -- assuming no higher bidder is
successful at a January 12th auction -- "most of the Eligible
Employees will likely remain in the employ of the ultimate
purchaser."  The Debtor contends that for those employees, the
benefits that would accrue under the plan would constitute a
"windfall".  As a result, deCODE's board of directors terminated
the plan on December 30, 2009.  However, deCODE is also seeking
court approval to reject the plan under Section 365 of the
bankruptcy code in the event that "such termination is later
deemed to be ineffective."

                       About decode Genetics

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% senior convertible notes.


DELTA AIR: Receives FAA Permission on Northwest Merger
------------------------------------------------------
According to an article at The New York Times' DealBook, an
executive at Delta Air Lines said Thursday the carrier has
received government permission to operate as a single carrier with
its Northwest Airlines subsidiary.

The Associated Press says the single operating certificate from
the Federal Aviation Administration allows Delta to put its code
on Northwest flights and phase out the Northwest name.  That
process will be complete in the first quarter of 2010, according
to the AP.  For now, travelers won't notice anything different,
the AP says.

Delta acquired Northwest for $2.8 billion in stock in October 2008
to become the world's biggest airline.

The AP says pilots and some smaller work groups from both carriers
are operating under joint contracts and seniority lists.  However,
the AP continues, flight attendants and gate and reservation
agents and ramp workers have not resolved representation issues.
The AP notes pre-merger Northwest was heavily unionized, while
pre-merger Delta was not -- its pilots were its only major work
group to be in a union.

The AP also notes more than 80% of pre-merger Northwest aircraft
have already been painted over with the Delta livery; employees of
both carriers are wearing the same uniforms; and the two carriers
frequent-flier programs have already been combined under the Delta
SkyMiles brand.

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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

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


DELTA AIRLINES: Preferred Partner for JAL's President
-----------------------------------------------------
The New York Times' DealBook reports that Haruka Nishimatsu, the
president of Japan Airlines, told The Asahi Shimbun newspaper on
Friday he preferred Delta Air Lines as the carrier's overseas
partner to American Airlines.

In the interview, published on Sunday, Mr. Nishimatsu also told
Asahi he opposes the plan to place the cash-strapped airline in
bankruptcy, suggesting tough negotiations ahead between the
airline and state-backed Enterprise Turnaround Initiative
Corporation of Japan.  "The image (of bankruptcy) would affect us
and we would lose customers," Mr. Nishimatsu told the newspaper.
"If we lose recognition from customers, restructuring would be
difficult and this will trouble the ETIC too."

The New York Times, citing Reuters, says ETIC, a state-backed fund
established to inject capital into and buy the debt of struggling
but viable firms, has told JAL's main creditors it favors a
bankruptcy proceeding as part of its rescue package.

The NY Times, citing Kyodo news agency, says the Japanese
government on Sunday said state-owned Development Bank of Japan
would double its credit line for JAL to JPY200 billion (US$2.15
billion).

JAL has said it will make a decision on which overseas partner it
will choose by early January.

On December 17, 2009, the Troubled Company Reporter, citing The
Wall Street Journal's Mariko Sanchanta and Dow Jones Newswires'
Doug Cameron, reported that AMR Corp.'s American Airlines said it
may increase a proposed capital investment in Japan Airlines and
draw on financial support from other members of their Oneworld
alliance.

According to the report, Gerard Arpey, chairman and chief
executive of American parent AMR Corp., also offered to make JAL
the airline's "exclusive partner" in the region, as it intensified
efforts to fend off a rival offer from Delta Air Lines Inc.

Early in December, AMR said it could inject $1.1 billion into JAL
with its partner TPG Inc., the private-equity group, and support
from members of its Oneworld alliance.  According to the Journal,
the pledged support had previously been in the form of logistical
and management help for JAL, but Mr. Arpey hinted the partners
could also provide capital.

Delta and its partners in the rival SkyTeam alliance have said
they may revise their proposal to inject $500 million into JAL and
provide a $200 million loan and a $300 million revenue guarantee.
Delta hasn't said whether other SkyTeam members would inject funds
into JAL.  The Journal said Richard Anderson, Delta's CEO, met
with Seiji Maehara, Japan's Minister of Land, Infrastructure,
Transport and Tourism, early in December to explain his company's
proposal in more detail.

The Oneworld alliance includes British Airways, Qantas, Cathay
Pacific, Iberia, LAN, Finnair and Mexicana.

                          About AMR Corp.

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

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

                          *     *     *

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

                       About Delta Air Lines

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

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

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

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

                           *     *     *

Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.

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

                             About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-
based holding company that is active in five business segments
through its 225 subsidiaries and 82 associated companies.  The Air
Transportation segment is engaged in the operation of passenger
and cargo planes.  The Air Transportation-Related segment is
engaged in the transportation of passengers and cargoes, the
preparation of in-flight food catering, the maintenance of
aircraft and land equipment, as well as the fueling business.  The
Travel Planning and Marketing segment is involved in the planning
and sale of travel packages.  The Card and Leasing segment is
engaged in the provision of finance, cards and leasing services.
The Others segment is involved in businesses related to hotels,
resorts, logistics, wholesale, retail, real estate, printing,
construction, manpower dispatch, as well as information and
communication.  The Company has numerous global operating
locations.

JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                           *     *     *

As reported by the Troubled Company Reporter on November 3, 2009,
Moody's Investors Service has downgraded the long-term debt rating
and issuer rating of Japan Airlines International Co., Ltd. To
Caa1 from B1, and will continue to review both ratings for further
possible downgrade.


DESIGNER EQUITY HOLDING: Case Summary & Unsecured Creditor
----------------------------------------------------------
Debtor: Designer Equity Holding Company, LLC
        205 West 39th Street
        New York, NY 10018

Bankruptcy Case No.: 09-17665

Chapter 11 Petition Date: December 31, 2009

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

Judge: James M. Peck

Debtor's Counsel: Kevin J. Nash, Esq.
                  Goldberg Weprin Finkel Goldstein LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212)-301-6944
                  Fax: (212) 422-6836
                  Email: KJNash@Finkgold.com

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

Estimated Debts: $0 to $50,000

The Debtor identified Satz International LLC with a debt claim for
$80,000 as its largest unsecured creditor.  A full-text copy of
the Debtor's petition, including a list of its largest unsecured
creditor, is available for free at:

             http://bankrupt.com/misc/nysb09-17665.pdf

The petition was signed by Arnold Simon, managing member of the
Company.


DESIGNER LICENSE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Designer License Holding Company, LLC
        205 West 39th Street, 7th Floor
        New York, NY 10018

Bankruptcy Case No.: 09-17661

Type of Business:

Chapter 11 Petition Date: December 31, 2009

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

Judge: James M. Peck

Debtor's Counsel: Kevin J. Nash, Esq.
                  Goldberg Weprin Finkel Goldstein LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212)-301-6944
                  Fax: (212) 422-6836
                  Email: KJNash@Finkgold.com

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

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

The petition was signed by Arnold Simon, the company's managing
member.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Yiyang Kaida Testile Import                       $6,461,740
& Export Co.
1 Ziyang City
Yiyang City
Hunan, China

Sterling Factor Corp.                             $534,580
c/o Quick Buy Inc.
PO Box 742 Midtown Station
New York, NY 10018

Shanghai Maritex Non-Ironi                        $305,679
R103, No. 5 737 Lane
CAO Xi Bei Road
Shanghai, China

SEJ Group Go.                                     $186,919

Todtman Nachamie Spizz                            $161,531
& Johns, PC

EZ Apparel LLC                                    $150,000

E-Lo Sportswear, Inc.                             $149,247

Young Boy Garments                                $114,720
Industry LLC

Shun Tat Enterprise                               $113,869

Friedman LLP                                      $100,000

Happy Fashion Mfg. Ltd.                           $81,197

Labels Inter-Global                               $52,120

Schepisi & McLaughlin PA                          $46,448

PSE&G Co.                                         $35,510

Ningbo Hydens Int'l                               $27,500

TKO-Evolution Apparel                             $20,000

Fedex                                             $16,134

Optimal Business Solutions                        $14,995

R-PAC                                             $13,695

Elite Service Group                               $10,243


DHILLON PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dhillon Properties LLC
          dba Holiday Inn Express
        3019 Idaho St.
        Elko, NV 89801

Bankruptcy Case No.: 09-54640

Type of Business:

Chapter 11 Petition Date: December 31, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Debtor's Counsel: A.J. Kung, Esq.
                  214 South Maryland Pkwy, Ste A
                  Las Vegas, NV 89101
                  Tel: (702) 382-0883
                  Fax: (702) 382-2720
                  Email: ajkung@ajkunglaw.com

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

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

According to the schedules, the Company has assets of $13,217,541,
and total debts of $9,260,886.

The petition was signed by Bawa Dhillon, the Company's manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
American Hotel Register                           $1,538

BAJA Broadband                                    $2,120

City of Elko                                      $109,000

DEA Incorporated                                  $1,732

Elko Foods                                        $14,954

Elko Municipal Water                              $3,375
Department

Frontier                                          $3,748

Guardian Solutions                                $89,000

Heirsch Hayward Drakeley                          $5,296
& Urbach

InterContinental Hotels                           $24,760
Group

Malar Contract Lighting                           $1,220

NV Energy                                         $9,261

OTIS Elevator Company                             $2,379

Persona Inc.                                      $52,782

Play network                                      $4,415

Royal Cup                                         $3,463

Superior Asphalt                                  $6,138

Sysco International Food                          $2,354

Technology Insurance                              $8,420

Yesco                                             $6,367


DORMIA INC: Classic Sleep Unit Files Chapter 11 to Sell Assets
--------------------------------------------------------------
Classic Sleep Products on Monday filed a Chapter 11 petition in
U.S. Bankruptcy Court for the District of Maryland, seeking
approval of the sale of assets of the company.

With the approval of the Court, a new company, Classic Brands LLC,
would own the assets and is backed with an infusion of $10 million
in new financing.  Classic's long-time Chinese manufacturing
partner will have an equity stake in the new company.  The
business plan creates a unique opportunity for Classic to solidify
its position as the leading value mattress brand in the United
States.

The company said there will be no disruption of service to its
customers, vendors or suppliers. The company said it expected to
exit the Chapter 11 process expeditiously.

Under the business plan, the current management team led by CEO
Mike Zippelli, will increase its majority ownership stake in the
business with funding provided by JMX Capital Partners and
Classic's senior lender, CIT Financial.

"We see this move as a very exciting opportunity to solidify
Classic's position as the leading value brand in the United
States. This strong infusion of capital will strengthen our
current business and position the company for dynamic future
growth," said Mr. Zippelli.

He explained that the Chapter 11 process was a necessary step for
Classic to separate itself from its parent company, Dormia Inc.,
which had operated more than 30 stores until shortly after its
Chapter 11 filing 18 months ago.

"We have worked closely with our Chinese supplier for many years.
We are designing mattresses and they are building beds to the same
specifications we use in our Jessup facility, but at pricing that
delivers greater value to the consumer," said Mr. Zippelli.  "The
cost differential gives us a unique strategic advantage by
enabling us to include features at the under $1,500 price point at
quality levels that are impossible to produce domestically."

Classic Sleep Products' bankruptcy filing comes more than a week
after The Wall Street Journal reported that details of the
prepackaged reorganization plan for Simmons Bedding Co. 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 reported 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.

"An asset in bankruptcy is always in play," the Journal quoted
Leonard P. Goldberger, Esq., at Stevens & Lee in Philadelphia, as
saying.  According to the Journal, Mr. Goldberger is working with
government-owned Guangzhou Enterprises Mergers and Acquisition
Services, the clearinghouse that published the Simmons
information.

The Journal said Simmons discounted the endeavor.  "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.

Simmons Bedding Company is one of the largest bedding
manufacturers in North America.  Simmons -- controlled by private-
equity firm Thomas H. Lee Partners before filing for bankruptcy in
November -- is seeking to reorganize $1 billion in debt and exit
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.

                   About Classic Sleep Products

Classic Sleep Products -- http://www.dormia.com/-- sells its
bedding products and accessories under the Dormia, Space Age and
Natural Expressions brands and uses materials from around the
world including all-natural and high-performance covers, lamb's
wool, Talalay and Dunlop latex, and visco-elastic memory foam.
Many of the products are manufactured domestically using handmade
craftsmanship and custom embroidery.

                        About Dormia Inc.

Dormia Inc., headquartered in Jessup, Maryland, was formed when
Advanced Comfort, Inc., founded in 1991, a mattress retailer
dedicated to selling mattresses that ensure longer lasting sleep,
purchased the assets of Classic Corporation, founded in 1971.
Classic was one of the leading manufacturers of specialty sleep
products and in 1985 was publicly traded on the New York Stock
Exchange.

Dormia filed for Chapter 11 bankruptcy protection on June 18, 2008
(Bankr. D. Md. Case No. 08-18044).  Judge Duncan W. Keir presided
over the case.  Michael J. Lichtenstein, Esq., at Shulman Rogers
Gandal Pordy & Ecker, P.A., in Rockville, Maryland, served as
Dormia's counsel.  In its petition, Dormia listed less than
$50,000 in assets and $1 million to $10 million in estimated
debts.

As reported by the Troubled Company Reporter, Dormia conducted a
court-ordered liquidation sale beginning July 3, 2008.  The Court
selected Hudson Capital Partners, LLC to manage the store
liquidations.


DOUGLAS BUNTING: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Douglas L. Bunting
        PO Box 144-B
        Pinetops, NC 27864

Bankruptcy Case No.: 09-11561

Chapter 11 Petition Date: December 31, 2009

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

Judge: Randy D. Doub

Debtor's Counsel: Stephen L. Beaman, Esq.
                  P.O. Box 1907
                  Wilson, NC 27894
                  Tel: (252) 237-9020
                  Fax: (252) 243-5174
                  Email: sbeaman@beamanlaw.com

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

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

A full-text copy of Mr. Bunting's petition, including a list of
his 13 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nceb09-11561.pdf

The petition was signed by Mr. Bunting.


DUNE ENERGY: S&P Raises Corporate Credit Rating to 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based independent oil and gas exploration and
production company Dune Energy Inc. to 'CCC-' from 'D'.  At the
same time, S&P raised the ratings on Dune's $300 million senior
secured notes due 2012 to 'CCC-' from 'D'.  The recovery rating on
the notes remains '3', reflecting expectations for meaningful (50-
70%) recovery in a default.  The outlook is negative.

"The ratings action reflects Dune's announcement yesterday that it
made the $15.9 million interest payment on its senior secured
notes due 2012, near the end of applicable 30-day grace period,"
said Standard & Poor's credit David Lundberg.  S&P had previously
lowered ratings to 'D' after the company announced that it did not
intend to pay interest on the notes and that it had begun
discussions with noteholders on a comprehensive restructuring
plan.  The company announced that it was unable to reach an
agreement to restructure the notes in an acceptable manner to its
board of directors.

The 'CCC-' rating reflects the company's burdensome financial
leverage and potentially precarious liquidity position.  In S&P's
view, the company's heavy debt burden makes the prospects of a
distressed exchange or bankruptcy a distinct possibility.  As of
Sept. 30, 2009, the company had $317 million of debt and nearly
$200 million of redeemable convertible preferred stock.  For the
past 12 months, the company has generated only approximately
$30 million in EBITDA, while incurring roughly $35 million of
interest.  The negative outlook reflects the company's burdensome
financial leverage, weak liquidity, and S&P's belief that the
company could again be incentivized to pursue a distressed
exchange with its noteholders.  S&P would lower ratings if the
company does not make its next scheduled interest payment on the
notes or announces it will again pursue a restructuring plan.  S&P
considers a revision to stable unlikely absent a meaningful
increase in hydrocarbon prices that would allow the company to
significantly improve its credit ratios and liquidity.


E & J OF HUNTERSVILLE: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: E & J of Huntersville, LLC
        12125 Statesville Road
        Huntersville, NC 28078

Bankruptcy Case No.: 09-33611

Chapter 11 Petition Date: December 30, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: Richard M. Mitchell, Esq.
                  Mitchell & Culp, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  Email: rmmatty@mitchellculp.com

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

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

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

            http://bankrupt.com/misc/ncwb09-33611.pdf

The petition was signed by Edgor Dean Ellis Jr., member manager of
the Company.


EDWARD GILLIS: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Edward Joseph Gillis
               Joan L. Gillis
                 aka Joan Lucas Gillis
               11207 Field Circle
               Spotsylvania, Va 22551

Bankruptcy Case No.: 09-38514

Chapter 11 Petition Date: December 31, 2009

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

Judge: Chief Judge Douglas O. Tice Jr.

Debtors' Counsel: Elizabeth L. Gunn, Esq.
                  DurretteBradshaw, PLC
                  600 East Main Street, 20th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6900
                  Fax: (804) 775-6911
                  Email: egunn@durrettebradshaw.com

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 10 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-38514.pdf

The petition was signed by the Joint Debtors.


ENTERTAINMENT TECHNOLOGIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Entertainment Technologies, Inc.
          dba LEGENDS SPORTS PUB & GRILL
          dba CART WHEEL CASINO & LIQUOR STORE
        500 DEER DRIVE
        GREAT FALLS, MT 59404

Bankruptcy Case No.: 09-62607

Chapter 11 Petition Date: December 30, 2009

Court: United States Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: Gary S. Deschenes, Esq.
                  P.O. Box 3466
                  Great Falls, MT 59403-3466
                  Tel: (406) 761-6112
                  Email: descheneslaw@dslawoffices.net

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

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

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

The petition was signed by Joseph E. McKenney, president of the
Company.


ERICKSON RETIREMENT: Panel Retention of Advisor Has Objections
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Erickson
Retirement Communities LLC's cases seeks the Court's authority to
retain Protiviti Inc. as its financial advisor, nunc pro tunc to
November 4, 2009.

In separate filings, the Debtors, PNC Bank, National Association,
Bank of America, N.A., and Capmark Finance Inc., as administrative
agents for Senior Secured Lenders, filed responses to the Official
Committee of Unsecured Creditors' application to retain Protiviti,
Inc., as its financial advisor.

On behalf of the Debtors, Vincent P. Slusher, Esq., at DLA Piper
LLP, in Dallas, Texas, tells the Court that the Debtors have set
an aggressive timeline for reorganizing their businesses and
emerging from Chapter 11.  The Debtors hope to emerge from
Chapter 11 as strong viable enterprises in early 2010.  This
self-imposed reorganization timeline is designed to keep
professional fees to a minimum resulting in maximization of the
going concern value of the Debtors' businesses resulting in
greater recovery for all creditors.

Against this backdrop, Mr. Slusher argues that the Committee's
request to retain an additional professional which will be paid
$150,000 for the first four months and $100,000 thereafter out of
estate funds should be denied for two reasons:

  (1) The retention of a financial advisor to perform services
      for the Committee is not necessary given the "out of the
      money" position of unsecured creditors in the Debtors'
      Chapter 11 cases; and

  (2) The proposed flat fee to be paid to Protiviti is not
      reasonable.

In addition, although the Debtors do not object to the
indemnification provisions with respect to Protiviti's retention,
the Debtors oppose Protiviti's limitation of liability request
because Protiviti, as a financial advisor, carries malpractice
liability, which should cover any claims arising out of any
services rendered during any engagement, Mr. Slusher explains.

Moreover, the Administrative Agents clarify that they do not
object to the retention of Protiviti.  However, based on the
schedules of assets and liabilities filed by Project Debtors
Ashburn Campus, LLC, Concord Campus, LP, Concord Campus GP, LLC,
Houston Campus, LP, Kansas Campus, LLC, Novi Campus, LLC, and
Senior Campus Services, LLC, the Administrative Agents point out
that there is a de minimis unsecured trade debt owed by the
Project Debtors and thus, the costs of Protiviti assessed against
the Project Debtors' estates may far exceed:

  -- the total amount of unsecured trade debt at the project
     level; and

  -- any alleged benefit the Project Debtors and their estates
     may receive from the professional services.

The Administrative Agents further object to the proposed $150,000
lump sum monthly payment to Protiviti.  Protiviti should be
required to seek compensation on an hourly basis, so that the
Debtors' estates and the Court can be certain that the amounts
sought are reasonable for the services provided, the
Administrative Agents assert.

For these reasons, the Objecting Parties ask the Court to deny
the Committee's Application.

                     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
October 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper
LLP (US) serves as counsel to the Debtors.  BMC Group Inc. serves
as claims and notice agent.  Houlihan, Lokey, Howard & Zoukin,
Inc., is also serving as investment and financial consultant.
Alvarez & Marsal is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


ERICKSON RETIREMENT: Says Ann's Choice Transaction a Financing
--------------------------------------------------------------
Debtors Warminster Campus, LP, Warminster Campus GP, LLC, and
Erickson Retirement Communities, LLC, seek a declaratory judgment
against HCP ER3, LP, formerly known as CNL Retirement ER3, LP.
Pursuant to an adversary complaint, the Debtors ask the
Bankruptcy Court to:

  (a) deem a certain "Ann's Choice Transaction" as a financing,
      and not a lease; and

  (b) rule that Section 365 does not apply to the Ann's Choice
      Transaction.

Warminster Campus was formed by ERC on March 21, 2001, to acquire
and develop a continuing care retirement community located in
Warminster, Bucks County, Pennsylvania known as Ann's Choice.  In
March 2001, Warminster Campus purchased approximately a 95-acre
land in Warminster, Bucks County, Pennsylvania.  The Ann's Choice
community was to include approximately 2000 independent living
units, 150 assisted living units, 150 skilled nursing units, and
accessory uses.

To finance the initial construction and development of the
Project, Warminster Campus obtained a revolving line of credit in
June 2002 pursuant to a Construction Loan among Warminster
Campus, Mercantile Bank, as administrative agent, and other
lenders, in the original principal amount of $50 million, as
amended.  The Warminster Construction Loan was guaranteed by ERC
and collateralized by all assets of Warminster Campus.  Pursuant
to the Warminster Construction Loan, ERC was required to invest
$18,000,000 into the Project, by its own funds or from
subordinate debt.

The Debtors subsequently began the construction and development
of the Ann's Choice Community in August 2002, which opened for
occupancy in August 2003.  The development of Ann's Choice
Community has yet to be fully completed.

The Debtors sought additional capital to satisfy the Liquidity
Covenant under the Warminster Construction Loan.  To that end, in
June 2003, Warminster and HCP ER3 entered into these
transactions:

  (a) A Purchase Agreement, wherein Warminster Campus sold the
      Property to HCP ER3 for $19,500,000;

  (b) A $19,500,000 Loan, which is titled a lease, but which in
      substance is a financing arrangement whereby Warminster
      Campus was to repay the loan from HCP ER3;

  (c) A limited guaranty and indemnity agreement, whereby ERC
      agreed to indemnify HCP ER3 under certain circumstances
      and to guarantee certain obligations of Warminster Campus
      under the Lease;

  (d) A partnership interest pledge agreement, wherein ERC and
      Warminster GP granted a security interest in their
      partnership interests in Warminster Campus to the
      Defendant; and

  (e) A ground lessor tri-party agreement, whereby HCP ER3
      Agrees that its interests in the Property are subordinate
      to the interests of the parties to the Warminster
      Construction Loan and certain other related agreements
      concerning the Ann's Choice community.

HCP ER3 purportedly purchased the Property from the Debtors so
that the Debtors could construct and develop the Ann's Choice
Community on the Property, Ted A. Berkowitz, Esq., at Farrell
Fritz, P.C., in Uniondale, New York, relates.  Moreover, under a
Master Lease, Warminster Campus, with the consent of HCP ER3,
subleased the land and community to Ann's Choice, Inc., a Not-
For-Profit, which operated the campus on a day-to-day basis.  In
addition, Warminster and the NFP entered into a Community Loan,
whereby the NFP agreed to loan Warminster Campus a portion of the
Initial Entrance Deposits paid to the NFP by incoming residents
of the community.

When the Ann's Choice Community was near completion, the NFP
secured permanent financing through Project Bonds, which were
issued by the Bucks County Industrial Development Authority
pursuant to a Trust Indenture dated December 1, 2005.  The
proceeds of the Project Bonds were loaned by the Bucks County
Authority to the NFP pursuant to a loan agreement.  Upon the
issuance of Project Bonds, the NFP and Warminster Campus entered
into an agreement, wherein the NFP provided Warminster Campus
with a deposit to ensure the sale of the community to the NFP.
The Ann's Choice Community has not yet been completed and thus,
the sale of the Community to the NFP has not yet occurred.

Mr. Berkowitz asserts that the intent of the parties was for the
Ann's Choice Transaction to be a financing arrangement.
Moreover, he elaborates, the Loan contains an option to purchase
the Property, wherein the purchase price is nominal under the
circumstances, which in itself is indicative of a financing
agreement and not a lease.  Similarly, he cites, the Loan
requires Warminster Campus to assume obligations that reflect
ownership in the Property and indicate that the Warminster
Transaction is a financing and not a lease.  Warminster Campus
says the payments it made to HCP ER3 under the Loan were payments
of interest on the $19.5 million loan from HCP ER3.

In this light, the economic realities of the Ann's Choice
Transaction and the terms of the Agreement prove that the
relationship between HCP ER3 and Warminster Campus is a
borrower/lender relationship and not a lessee/lessor
relationship, Mr. Berkowitz maintains.  Since the Ann's Choice
Transaction is a financing and not a lease, Section 365
of the Bankruptcy Code does not apply, he contends.

                     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
October 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper
LLP (US) serves as counsel to the Debtors.  BMC Group Inc. serves
as claims and notice agent.  Houlihan, Lokey, Howard & Zoukin,
Inc., is also serving as investment and financial consultant.
Alvarez & Marsal is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


ERICKSON RETIREMENT: Wants Ruling that Eagle's Trace A Financing
----------------------------------------------------------------
Debtors Houston Campus, LP, Senior Campus Services, LLC, and
Erickson Retirement Communities, LLC, initiated an action seeking
declaratory judgment against HCP ER6, LP, formerly known as CNL
Retirement ER6, LP.

Houston Campus was formed by ERC on August 17, 2004, to acquire
and develop a continuing care retirement community located in
Houston, in Harris County, Texas, known as Eagle's Trace
Community.   In August 2004, Houston purchased certain land
parcel located at State Highway No. 6, in Houston, Harris County,
Texas.  The Eagle's Trace community was to include 1,500
independent living units, 100 assisted living units, 90 skilled
nursing units, and accessory uses.

To finance the initial construction and development of the
Project, Houston Campus entered into a certain Construction Loan
in the original principal amount of $50 million, as amended, with
Mercantile-Safe Deposit and Trust Company, now known as PNC
Bank, National Association, as administrative agent, and other
lender parties.  The Houston Construction Loan is guaranteed by
ERC and Erickson Group, LLC.

Pursuant to the Houston Construction Loan, Houston Campus and the
Guarantors are required to maintain liquid assets for
$24,000,000.  In October 2004, the Debtors began the construction
and development of the Eagle's Trace community, which opened for
occupancy in October 2005.  The development of the Eagle's Trace
Community has yet to be fully completed.

The Debtors sought additional capital to satisfy the Liquidity
Covenant under the Houston Construction Loan.  In connection with
this plan, in November 2004, Houston and HCP ER6 entered into
these transactions:

  (a) A Purchase Agreement, whereby Houston Campus sold the
      Property to HCP ER6 for $23,000,000;

  (b) A $23,000,000 Loan, which is titled a lease, but which in
      substance is a financing arrangement wherein Houston
      Campus was to repay the loan from HCP ER6;

  (c) A limited guaranty and indemnity agreement, wherein ERC
      agreed to indemnify HCP ER6 under certain circumstances
      and to guarantee certain obligations of Houston Campus
      under the Lease;

  (d) A partnership interest pledge agreement, whereby ERC and
      Senior Campus granted a security interest in their
      partnership interests in Houston Campus to HCP ER6; and

  (e) A ground lessor tri-party agreement, in which HCP ER6
      agrees that its interests in the Property are subordinate
      to the interests of the parties to the Houston
      Construction Loan and certain other related agreements
      concerning the Eagle's Trace community.

Ted A. Berkowitz, Esq., at Farrell Fritz, P.C., in Uniondale, New
York, points out that HCP ER6 purchased the Property so that the
Debtors could construct and develop the Eagle's Trace Community
upon the Property.  He further says that the intent of the
parties was for the Eagle's Trace Transaction to be a financing.
He also notes that HCP ER6 has received Houston Campus' financial
statement, which demonstrates that the Eagle's Trace Transaction
is a financing and not a lease.  In addition, the Loan contains
an option to purchase the Property, which option purchase price
is nominal under the circumstances.  The Loan also requires
Houston Campus to pay, among other things, the amounts owed for
taxes, insurance, and utilities, which obligations reflect
ownership in the Property.

Moreover, Mr. Berkowitz relates that the payments made by Houston
Campus to HCP ER6 under the Loan were payments of interest on the
$23 million loan from HCP ER6.  These provisions show that HCP
ER6 computed the payments to earn a return on its investment,
which is another indication that the Eagle's Trace Transaction is
a financing and not a lease.  Similarly, the presence of Houston
Campus' right of first refusal indicates that the Eagle's Trace
Transaction is a financing and not a lease, he insists.

In this light, the economic realities of the Eagle's Trace
Transaction and the terms of the agreement prove that the
relationship between HCP ER6 and Houston is a borrower/lender
relationship and not a lessee/lessor relationship, Mr. Berkowitz
maintains.  Since Eagle's Trace Transaction is a financing and
not a lease, Section 365 of the Bankruptcy Code does not apply,
he tells the Court.

Thus, the Debtors ask the Court for a judgment declaring that:

  (a) the Eagle's Trace Transaction is a financing, not a
      lease; and

  (b) Section 365 does not apply to the Eagle's Trace
      Transaction.

                     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
October 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper
LLP (US) serves as counsel to the Debtors.  BMC Group Inc. serves
as claims and notice agent.  Houlihan, Lokey, Howard & Zoukin,
Inc., is also serving as investment and financial consultant.
Alvarez & Marsal is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


EXIDE TECHNOLOGIES: Wants Until March 31 to Remove Bender Suit
--------------------------------------------------------------
On December 3, 2009, Reorganized Exide Technologies was served
with a complaint styled Bender. et al. v. Allis Chalmers Corp.,
Case No. 002607, filed in the Court of Common Pleas of
Philadelphia County, Philadelphia, Pennsylvania.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones
P.C., in Wilmington, Delaware, submits that Section 1452 of the
Judiciary Code and Rules 9006 and 9027 of the Federal Rules of
Bankruptcy Procedure govern the removal of pending civil actions.
Specifically, Section 1452(a) provides that:

  "A party may remove any claim or cause of action in a civil
  action other than a proceeding before the United States Tax
  Court or a civil action by a governmental unit to enforce such
  governmental unit's police or regulatory power, to the
  district court for the district where such civil action is
  pending, if such district court has jurisdiction of such claim
  or cause of action under section 1334 of this title."

Bankruptcy Rule 9027(a)(3) further provides that:

"If a claim or cause of action is asserted in another court
  after the commencement of a case under the Code, a notice of
  removal may be filed with the clerk only within the shorter of
  (A) 30 days after receipt, through service or otherwise, of a
  copy of the initial pleading setting forth the claim or cause
  of action sought to be removed, or (B) 30 days after receipt
  of the summons if the initial pleading has been filed with the
  court but not served with the summons.

Bankruptcy Rule 9006(b) provides that the court may extend
unexpired time periods, without notice:

  "[When an act is required or allowed to be done at or within a
  specified period by these rules or by a notice given
  thereunder or by order of court, the court for cause shown may
  at any time in its discretion . . . with or without motion or
  notice order the period enlarged if the request is made before
  the expiration of the period originally prescribed or as
  extended by a previous order."

Ms. Jones tells the Court that the Reorganized Debtor seeks the
extension because it has reason to suspect, based on information
and belief, that the claims asserted in the State Court Case
arose prior to the Petition Date, are enjoined or barred by
orders of the Court, and are discharged pursuant to the
Confirmation Order and the Bankruptcy Code.

Further, Ms. Jones explains that the Reorganized Debtor does not
wish to file a precipitious notice of removal, nor does the
Reorganized Debtor wish to waive its statutory right to remove
the State Court Case if, as suspected, it is barred and
discharged by the bankruptcy case.  Accordingly, the Reorganized
Debtor seeks the extension of time to permit the Reorganized
Debtor to further investigate the asserted claims and to
determine whether removal is appropriate.

Thus, the Reorganized Debtor asks the Court to extend the time by
which they may file notices of removal through and including
March 31, 2010, with respect to the Bender Action.

By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's
deadline to remove the action has been automatically extended
through and including February 10, 2010, when the Court holds a
hearing to consider the merits of the Debtor's request.

Objections to the motion will become due by February 3.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.


EXIDE TECHNOLOGIES: Wants Until March 31 to Remove Murray Suit
--------------------------------------------------------------
Reorganized Exide Technologies asks the Bankruptcy Court to
further extend through March 31, 2010, the time within which it
may file notices of removal with respect to the state court case
styled Dolores Bartholomew and David C. Murray, Jr. Co-Executors
of the Estate of David C. Murray, Sr., Deceased v. Exide
Technologies, Case No. 03196, filed in the Judicial District of
Pennsylvania, Court of Common Pleas of Philadelphia County.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that the Reorganized Debtor was
served with the complaint on June 29, 2009.

The Reorganized Debtor seeks the extension because it has reason
to suspect, based on information and belief, that the claims
asserted in the State Court Case arose prior to the Petition
Date, are barred by orders of the Bankruptcy Court, and are
discharged pursuant to the Confirmation Order and the Bankruptcy
Code, Mr. O'Neill stresses.

Accordingly, the Reorganized Debtor seeks this extension to
permit the Reorganized Debtor to further investigate the asserted
claims and to determine whether removal is appropriate, Mr.
O'Neill avers.

Mr. O'Neill further clarifies that the Reorganized Debtor does
not wish to file a precipitous notice of removal, nor wish to
waive its statutory right to remove the State Court Case if, as
suspected, it is barred and discharged by the bankruptcy case.

By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's
deadline to remove the action has been automatically extended
through and including February 10, 2010 when the Court holds a
hearing to consider the merits of the Debtor's request.


On December 16, 2009, James E. O'Neill, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, informed the Court
that upon his verification of his firm's records and upon his
review of the Court's docket, he has established that no answer,
objection or responsive pleading was filed with respect to the
Reorganized Debtors' Motion to extend the time to remove the
Reading Action.

The deadline to file objections to this motion fell on
December 14, 2009.

Accordingly, Mr. O'Neill asked the Court to issue an order
granting the Motion at the Court's earliest convenience.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.


EXPRESS ENERGY: Emerges From Chapter 11 Reorganization
------------------------------------------------------
Express Energy Services, a Houston-based oilfield services
company, emerged from Chapter 11 reorganization on December 31,
2009.  The Company's quick exit from Chapter 11 comes only 9 weeks
after the bankruptcy filing.

Express filed for Chapter 11 bankruptcy protection on October 27,
2009, submitting a pre-negotiated reorganization plan that was
overwhelmingly approved by its 75 senior secured creditors.  The
lenders agreed to exchange their $330 million in claims for
Express equity and obtain ownership of the oilfield services
company that is now essentially debt-free.

The Honorable Jeff Bohm of the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, confirmed the
company's Joint Plan for Reorganization on December 7, 2009. The
company postponed its emergence from Chapter 11 until the end of
the calendar year for administrative and accounting purposes.

Express Energy Services will remain a privately owned company. The
new owners do not plan to make any major changes in the company's
operations or senior management.

"I want to thank all 1200 dedicated Express employees for their
patience and perseverance during this restructuring process," said
Darron Anderson, Chief Executive Officer of Express Energy
Services. "I also want to thank our loyal customers and vendors
who stood by us during the Chapter 11 process, and who can
continue to count on Express and its employees to fulfill their
business service needs in the years ahead."

"Revenues and cash flows exceeded budgets while our company was in
Chapter 11," said Chief Financial Officer Jim Davis. "Express has
ample liquidity and financial flexibility to continue to serve its
customers and take advantage of growth opportunities in the
future."

The country's economic recession and dramatic downturn in the
energy sector sharply cut both demand and prices for oil and
natural gas, causing a 50% drop in the U.S. drilling rig count in
the past year. Reduced profits caused Express to file for Chapter
11 in order to restructure its long-term debt. During the past six
months, the market has started to show signs of modest recovery:
the U.S. land rig count has risen from 823 rigs in June to more
than 1,130 rigs in December.

"With this trying period behind us, Express can look forward to a
bright future, supported by a debt-free balance sheet, positive
cash flow, and dedicated employees who are committed to serving
our customers in a safe, professional manner," added Anderson.

On the Net: http://www.expressenergyinfo.com/

                     About Express Energy Services

Express Energy Services began operations in October 2000 as an
offshore rental support business to the coil tubing market. During
the past nine years, Express has grown into a diversified oilfield
service company serving oil and natural gas exploration and
production companies from the Gulf Coast to the Rocky Mountains
and every oil and gas basin in between.

Headquartered in Houston, Texas, Express has more than 1200
employees and more than 30 service locations in Arkansas,
Colorado, Louisiana, Oklahoma, Pennsylvania, and Texas. The
company provides "cradle to grave" wellsite services to support
its customers' drilling, completions, work-overs, and wellbore
abandonment operations.

Express Energy Services Operating LP, together with 23 affiliates,
sought bankruptcy protection in Houston on October 27 (Bankr. S.D.
Tex. Case No. 09-38044).  The Company listed both assets and debt
of $100 million to $500 million in its Chapter 11 petition.


FFS DATA: Files for Chapter 11 Bankruptcy
-----------------------------------------
Brian Bandell at South Florida Business Journal reports that FFS
Data filed for Chapter 11 bankruptcy posting assets of
$9.1 million and liabilities of $27.5 million.

The Company, Business Journal reports, owes $17 million non-
secured guaranty note plus a $1.8 million secured loan to Fifth
Third Bank; $4 million in unsecured loan, Legacy Bank of Florida;
$3.1 million in lease, Siena Realty Associates; and $232,500 in
lease, Corporate Realty Associates.

Bradley Shraiberg represents the Company.


FONTAINEBLEAU LV: Retail Mezzanine's Schedules of Assets & Debts
----------------------------------------------------------------
A.     Real Property                                        None

B.     Personal Property
B.1    Cash on hand                                         None
B.2    Bank Accounts
      Bank of America - 1233057330 Loss Proceeds             $0
B.3    Security Deposits                                    None
B.9    Interests in Insurance Policies                      None
B.12   Interests in IRA, ERISA or other Pension Plans       None
B.13   Business Interests and stocks                        None
B.14   Interests in partnerships                            None
      Fontainebleau Las Vegas Retail, LLC - 100%              0
B.16   Accounts Receivable                                  None
B.18   Other Liquidated Debts                               None
B.20   Contingent and noncontingent interest                None
B.21   Other Contingent & Unliquidated Claims               None
      Claim No. 27131 filed in Lehman Holdings,
       Inc., et al. Case No. 08-1355(JMP)               Unknown
B.22   Patents                                              None
B.23   General Intangibles                                  None
B.24   Customer lists                                       None
B.25   Vehicles                                             None
B.27   Aircraft and accessories                             None
B.28   Office equipment, furnishings and supplies           None
B.29   Machinery                                            None
B.30   Inventory                                            None
B.35   Other Personal Property                              None

       TOTAL SCHEDULED ASSETS                                $0
       ========================================================

C.   Property Claimed as Exempt                             None

D.   Secured Claim
    Lehman Brothers Holdings Inc.                  $124,201,345

E.   Unsecured Priority Claims                              None

F.   Unsecured Non-priority Claims                          None

       TOTAL SCHEDULED LIABILITIES                 $124,201,345
       ========================================================

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FOUNTAIN POWERBOAT: Prepares Reorganization Plan with Liberty
-------------------------------------------------------------
Washington Daily News reports that Fountain Powerboat Industries
Inc. said it's working on a reorganization plan where an
investment group will be majority shareholders in the reorganized
Company.  Liberty Investments will help finance the reorganization
of the Company and help the company pay off its creditors.  Reggie
Fountain will be retained as Daily News' president and CEO under
the new deal.

Oxford Investment Group, under the name FB Investments LLC, was
looking to obtain Fountain Powerboats' assets at the bankruptcy
hearing, but will now be treated as a creditor.  Oxford Investment
purchased the Company's bank note from Region Bank for
$6.5 million.

Oxford, according to the report, was denied of its bid to
terminate the company's exclusive right to file a reorganization
plan in November.  Oxford Investment argued that the Company did
not have enough money and its stock being traded were not valuable
enough, according to Washington Daily News.

Fountain Powerboat Industries filed for Chapter 11 bankruptcy
protection on August 24, 2009 (Bankr. E.D. N.C. Case No. 09-
07132).  The Company's affiliates -- Fountain Powerboats, Inc.,
Fountain Dealers' Factory Superstore, Inc., and Baja by Fountain,
Inc., also filed for bankruptcy.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, assist
Fountain Powerboat in its restructuring efforts.  Fountain
Powerboat listed $3 in assets and $19,619,331 in liabilities.


FOXLAND HARBOR MARINA: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Foxland Harbor Marina LLC
        153 Douglas Bend
        Gallatin, TN 37066

Bankruptcy Case No.: 09-14911

Chapter 11 Petition Date: December 31, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Debtor's Counsel: William L. Norton, III, Esq.
                  Bradley Arant Boult Cummings Llp
                  Po Box 340025
                  Nashville, TN 37203
                  Tel: (615) 252-2397
                  Fax: (615) 252-6397
                  Email: bnorton@babc.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 Chris Wicke, officer/president of the
Company.


GEMCRAFT HOMES: Can Access DIP Financing from Regions Bank
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, in a final
order, authorized Gemcraft Homes, Inc., and its debtor-affiliates
to:

   -- obtain postpetition loans, advances and other financial
      accommodations from Regions Bank not to exceed $25,000,000;

   -- grant security interest in and liens upon all of the
      prepetition collateral and postpetition collateral and
      superpriority administrative claim status.

As of the petition date, the Debtor owed the lender pursuant to
the existing loans, letter of credit obligations and other
prepetition obligations $32,204,823, including outstanding
principal of $30,370,638 plus two letters of credit outstanding
for an additional $1,834,184, plus interest accrued and accruing
thereon, together with all costs, fees, expenses and other charges
accrued, accruing or chargeable with respect thereto.

The Debtors related that they do not have sufficient available
sources of working capital, including cash collateral, to operate
their businesses in the ordinary course.  Except for certain
postpetition financing the Debtors obtained from a non-debtor
affiliate, Gemcraft Capital, LLC, up to a maximum amount of
$5,000,000, the Debtors were unable to procure sufficient
financing in the form of unsecured credit.

The lender expressed willingness to extend certain loans, advances
and other financial accommodations.

As reported in the Troubled Company Reporter on November 23, 2009,
the DIP facility is comprised of (i) a $22,000,000 revolving
Builder Line of Credit; (ii) a $2,000,000 Acquisition &
Development Line of Credit; and (iii) a $1,000,000 revolving
overhead line of credit.  The DIP facility will incur interest at
LIBOR + 300bps with a floor of 3.50%.  The BLOC and the A&D Line
will mature at the earlier of confirmation or November 9, 1010.
The Overhead Line has a six-month term.

The Debtors are also authorized to have limited access to cash
collateral, until the expiration of lender's commitment to lend
under the loan agreement and the other loan documents.

As adequate protection, the lender is granted replacement liens
upon and security interests in all collateral and allowed
superpriority administrative expense claim in each of the cases
and any successor cases.  The replacement lien will be junior and
subordinate only to the liens and security interests granted to
lender in the collateral securing the postpetition obligations and
will otherwise be senior to all other security interests in, liens
on, or claims against any of the collateral.

                    About Gemcraft Homes, Inc.

Gemcraft Homes, Inc., is a corporation formed under the laws of
the State of Maryland with its principal place of business located
in Harford County, Maryland.  Gemcraft was founded in 1993 with a
single sales trailer in Abingdon, Maryland, from which six
residential homes were sold.  Since that time, Gemcraft has grown
to become one of the largest independent homebuilders in the Mid-
Atlantic region, and one of the fastest growing builders in the
entire country.  Gemcraft is a production builder which targets
first-time homebuyers and first-time "move up" buyers.  It also
targets retired, and soon to retire, buyers for its retirement
communities.

The Company filed for Chapter 11 bankruptcy protection on
November 9, 2009 (Bankr. D. Md. Case No. 09-31696).  The Company's
affiliates -- DLM, LLC, et al. -- filed separate Chapter 11
bankruptcy petitions.  G. David Dean II, Esq., Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, assist Gemcraft Homes in its restructuring effort.
The Company listed $100,000,001 to $500,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


GEMCRAFT HOMES: Gemcraft Group Can Access DIP Loan from M&T Bank
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, in a final
order, authorized Gemcraft Homes Group, Inc. and its debtor-
affiliates to:

   -- obtain senior secured postpetition financing from
      Manufacturers and Traders Trust Company in an aggregate
      principal amount not to exceed $7,000,000;

   -- use cash collateral on a limited basis; and

   -- grant M&T Bank security interests, liens, and superpriority
      claim, including a superpriority administrative claim.

Gemcraft Group is indebted to M&T Bank pursuant to the prepetition
credit agreement and that certain LIBOR revolving credit note,
dated June 30, 2008, executed and delivered by Gemcraft Group to
the order of M&T Bank in the original principal amount of
$50,000,000.

As of the petition date, the Debtors owe M&T Bank the aggregated
$46,757,964, comprised of not less than $46,374,999 in principal,
$306,905 in interest, and $76,059 in late charges, plus all
accrued or hereafter accruing and unpaid interest thereon
and any additional fees and expenses due under the prepetition
credit documents.

The Debtors have an immediate and critical need to obtain
postpetition financing under the DIP Facility and to use the cash
collateral in order to finance the ordinary costs of their
operations.  Except for certain postpetition financing the Debtors
have obtained from a non-debtor affiliate, Gemcraft Capital, LLC,
the Debtors were unable to obtain adequate unsecured credit.

The DIP Lender has indicated a willingness to provide the Debtors
with certain additional financing commitments.

The Debtors are also authorized to use cash collateral.

As adequate protection, M&T Bank is granted the prepetition
replacement liens and the adequate protection priority claims.
The prepetition replacement liens will be junior to the DIP Liens,
and senior to any other liens, including, without limitation, to
the primed liens.

                    About Gemcraft Homes, Inc.

Gemcraft Homes, Inc., is a corporation formed under the laws of
the State of Maryland with its principal place of business located
in Harford County, Maryland.  Gemcraft was founded in 1993 with a
single sales trailer in Abingdon, Maryland, from which six
residential homes were sold.  Since that time, Gemcraft has grown
to become one of the largest independent homebuilders in the Mid-
Atlantic region, and one of the fastest growing builders in the
entire country.  Gemcraft is a production builder which targets
first-time homebuyers and first-time "move up" buyers.  It also
targets retired, and soon to retire, buyers for its retirement
communities.

The Company filed for Chapter 11 bankruptcy protection on
November 9, 2009 (Bankr. D. Md. Case No. 09-31696).  The Company's
affiliates -- DLM, LLC, et al. -- filed separate Chapter 11
bankruptcy petitions.  G. David Dean II, Esq., Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, assist Gemcraft Homes in its restructuring effort.
The Company listed $100,000,001 to $500,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


GENERAL MOTORS: China Sales Jump 66.9% in 2009 to All-Time High
---------------------------------------------------------------
General Motors Co. and its joint ventures in China said Monday
that their domestic sales jumped 66.9% in 2009 to a record
1,826,424 units.  Based on bullish sales of Buick, Chevrolet and
Wuling vehicles, the GM China family achieved an estimated market
share of 13.4%, another year-end record and an improvement of 1.3
percentage points from the end of 2008.

The strong year-end results were possible in part because of
record December sales by GM's Shanghai GM and SAIC-GM-Wuling joint
ventures and the addition of sales from its new FAW-GM joint
venture.

                          Modern Products

"We are proud of our performance in 2009," said Kevin Wale,
President and Managing Director of the GM China Group.  "Chinese
consumers responded enthusiastically to our lineup of modern,
fuel-efficient and stylish products, validating our strategy of
rolling out a steady cadence of great vehicles that are leaders in
their respective segments.  This is part of GM's global strategy
of focusing on designing, building and selling the world's best
products."

In 2009, as part of GM's aggressive product launch strategy, GM
and its joint ventures in China introduced several new and
upgraded models to keep up with strong industry demand, including
the new Buick LaCROSSE and New Regal turbo series; the Chevrolet
Cruze; and the new Cadillac SLS and SRX.  In addition, GM
continued to bring to China its latest technology such as the new
1.2-liter engine in the Chevrolet Spark and ECOTEC 1.6-liter DVVT
engine in the Chevrolet Cruze.  Both powertrains made the list of
the 10 best engines in China for 2009.

                        Growing Investment

GM and its joint ventures continued increasing their investment in
China to help position themselves for long-term success.  To
provide better service to local customers, Shanghai OnStar
initiated in-vehicle safety, security and communication services.
It welcomed its first subscriber in China on December 20.  In
addition, the GM China Science Lab was launched and PATAC opened
its new vehicle safety lab. Shanghai GM broke ground on China's
largest proving ground in Anhui province, SAIC-GM-Wuling opened a
new engine plant in Qingdao, and GM China moved to new offices in
Shanghai, sharing space with the GM International Operations
headquarters and the Center for Advanced Research and Science.

To maintain its growth, the GM China family continued to expand.
In the middle of the year, GM launched an important new
partnership with FAW, FAW-GM, which has given GM a presence in the
light commercial vehicle segment. In December, GM and SAIC Motor
announced the establishment of a new 50-50 joint venture
investment company, General Motors SAIC Investment Ltd., to
capture business opportunities in Asia's emerging markets.

The joint global automobile partners of World Expo 2010 Shanghai,
GM and SAIC, built their corporate pavilion.  GM and SAIC will be
jointly showcasing their vision for the future of urban
transportation called "Drive to 2030."  GM will highlight its
advances and leadership in vehicle electrification and
connectivity technology.

             Record Buick, Chevrolet and Wuling sales

Domestic sales by Shanghai GM rose 63.3% to 727,620 units in 2009.
The passenger car joint venture was once again led by its original
brand, Buick, which experienced sales growth of 59.6% year on year
to 447,011 units.  The Excelle, which sold 241,109 units, remained
the brand's bestseller for the sixth consecutive year.  Further
contributing to the resurgence of Buick in China were the New
Regal, which generated sales of 79,930 units, and the new
LaCROSSE, which generated sales of 43,429 units in just six months
on the market.

Chevrolet sales in China likewise experienced strong growth, with
332,774 units sold -- an increase of 67.1% from 2008.  The Cruze,
GM's new global compact car, enjoyed great success in China, with
sales of 92,190 units despite being on the market only nine
months.  In addition, the Lova had sales of 118,935 units.

In 2009, SAIC-GM-Wuling became the first automaker in China to
sell more than 1 million vehicles in a year, increasing its
domestic sales by 63.9% to 1,061,213 units.  With sales of 596,630
units, the Wuling Sunshine set a Chinese industry record for
annual sales by a single model.

FAW-GM sold 34,510 light commercial vehicles in the four months
after its establishment in August 2009 and began construction of a
new assembly plant in Ha'erbin.

According to Wale, "As China asserts itself as the world's largest
vehicle market, our domestic operations will be counted on to
deliver solid results.  We will continue to introduce cutting-edge
products that are leaders in their segments in fuel economy,
quality and styling."

Wale expressed optimism about the 2010 outlook. "Despite the sales
records in 2009, it looks as if 2010 will be even stronger. The
industry outlook is strong and we expect more growth, albeit on a
somewhat slower pace. It is our intent to keep up with that growth
and make sure we defend our leadership position. GM has all the
tools in place to have another great year in China."

                     About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GMAC INC: $3.79 Bil. Additional Capital Cues Moody's Rating Review
------------------------------------------------------------------
Moody's Investors Service said that its review of GMAC Inc.'s
ratings for possible upgrade is likely to conclude within the next
few weeks.

This follows GMAC's announcement that is has received
$3.79 billion of additional capital from the U.S. Treasury.  In
related actions, GMAC subsidiaries Residential Capital and Ally
Bank wrote-down sizable residential mortgage portfolios and
received offsetting capital contributions from GMAC.  GMAC could
be upgraded multiple notches at the conclusion of the review as a
result of its improved credit position.  However, GMAC continues
to face substantial risks, including its exposure to ResCap, which
are likely to keep GMAC's ratings in the low non-investment grade
range.  GMAC's senior unsecured rating was upgraded to Ca and
placed on review for further possible upgrade on June 10, 2009.

In regards to ResCap, the additional capital infusion from GMAC
and related write-down of a substantial amount of its remaining
held-for-investment loan portfolio, although positive, are
insufficient to stabilize the company.  Despite these write-downs,
it remains uncertain whether additional deterioration will occur
in this portfolio and whether ResCap can return to profitability.
All ResCap ratings are C with a stable outlook.

GMAC said that it will receive $3.79 billion in proceeds from the
issuance of $2.54 billion of trust preferred securities and
$1.25 billion of mandatory convertible preferred securities to the
U.S. Treasury.  Additionally, the U.S. Treasury will exchange all
of its existing $5.25 billion non-convertible preferred investment
into MCP and $3.0 billion of its existing MCP into GMAC common
equity.  As a result, the U.S Treasury will own 56.3% of GMAC's
common equity.

In related actions, GMAC contributed $2.7 billion of capital,
comprised of mortgage assets, debt relief and cash, to ResCap and
$1.3 billion of cash to Ally Bank.  ResCap's capital injection
offsets $2.0 billion of pre-tax write-downs the company recorded
on the reclassification of certain mortgages to held-for-sale and
approximately $500 million of additional repurchase reserve
expense.  Ally Bank's capital injection offsets charges of
$1.3 billion related to a sale of residential mortgage loans to
GMAC.

Moody's review of GMAC's ratings will incorporate the
strengthening of its balance sheet resulting from the additional
capital and write-down of mortgage assets to better approximate
realizable value.  The review will also examine ResCap's
profitability and cash flow prospects and GMAC's willingness to
provide further support to ResCap, should it be required.  Other
review considerations include GMAC's prospects for improving asset
quality and profitability, maintaining capital adequacy, and
establishing a resilient liquidity profile as it continues its
transition to a bank operating and funding model.

"The additional capital injection and actions to buttress against
further ResCap losses are positive developments for GMAC's
ratings," said Moody's senior analyst Mark Wasden.  "However, GMAC
continues to face a host of issues, including constrained capital
market access, uncertain earnings prospects, auto industry
weakness, business concentrations in GM and Chrysler, execution
risk related to the transition to a bank operating and funding
model and remaining instability at ResCap.  These issues will
constrain GMAC's ratings potential," said Wasden.  Moody's said it
anticipates concluding the ratings review within the next few
weeks.

Moody's said that while support from the U.S. government has
strengthened GMAC's capital and liquidity positions and business
prospects, the firm will ultimately need to reduce its reliance
upon government support.  Uncertainty regarding the timing and
success of this transition will also factor into the firm's
ratings.

In its last rating action on June 10, 2009, Moody's upgraded
GMAC's senior unsecured rating to Ca from C and placed its ratings
on review for further possible upgrade.

GMAC Inc. is a global provider of auto finance, residential
mortgage finance, and related products and services.


GMAC INC: DBRS Revises 'CCC' Issuer & Long-Term Debt Ratings
------------------------------------------------------------
DBRS has today revised the Under Review status on the ratings of
GMAC Inc. (GMAC or the Company) and its related subsidiaries,
including its CCC Issuer and Long-Term Debt ratings to Positive
from Developing.  Today's rating action follows the U.S.
Treasury's announcement of capital actions in support of GMAC and
GMAC's announcement of certain mortgage operation related actions.

DBRS recognizes the significant progress that these actions
represent in fortifying and de-risking GMAC's balance sheet.
Moreover, the mortgage related actions remove significant downward
risk that was factored in the current rating.  Accordingly, DBRS
expects that, in the immediate term, the ratings will
significantly benefit from these actions.

The announced actions taken by the U.S. Treasury strengthens
GMAC's capital position.  The U.S. Treasury will provide GMAC with
a $3.79 billion capital infusion consisting of the purchase of
$2.54 billion of trust preferred securities and $1.25 billion of
mandatorily convertible preferred securities (MCPs).  Moreover,
Treasury will exchange $5.25 billion of its existing GMAC non-
convertible preferred stock for newly-issued MCPs.  Finally,
Treasury will convert approximately $3.0 billion of MCPs into GMAC
common equity, resulting in an ownership stake of 56%. As a result
of these actions GMAC will achieve the capital buffer required of
it under the Federal Reserve's Supervisory Capital Assessment
Program (SCAP).  DBRS notes that the $3.79 billion capital
infusion is less than the $5.6 billion originally anticipated by
the Fed in May 2009, largely due to lower-than-anticipated losses
stemming from the General Motors bankruptcy.

Subsequent to the Treasury's announcement, GMAC announced certain
actions related to its mortgage operations intended to de-risk the
balance sheet and minimize future adverse effects on GMAC related
to Residential Capital LLC (ResCap), its mortgage origination and
servicing operation.  The reclassification of certain mortgage-
related assets that the Company intends to sell will result in a
write-down of approximately $2.0 billion of mortgage assets at
ResCap.  These actions, inclusive of estimated operating losses
for the period, required a total capital contribution to ResCap of
approximately $2.7 billion in the form of mortgage loans acquired
by GMAC from Ally Bank, GMAC debt forgiveness and cash.  The
ongoing support from GMAC will allow ResCap's net worth to exceed
the minimum level required to meet certain covenants.

DBRS will complete a full analysis of today's announcements and
will review the Company's business and funding plans.  DBRS
anticipates completing its review in the next week and anticipates
significant upward ratings migration.


GMAC INC: Has Key Capital and Strategic Actions for ResCap
----------------------------------------------------------
GMAC Financial Services disclosed a series of actions intended to
strengthen the company's capital base, position it for improved
financial performance, minimize further adverse effects on GMAC
related to Residential Capital, LLC (ResCap), and improve access
to the capital markets over time. Additionally, the actions
position GMAC to explore strategic alternatives for ResCap and the
mortgage business and are expected to accelerate the timetable for
repayment of the U.S. government's investment.

Capital Actions

The capital actions are:

    --  A capital infusion of $3.79 billion from the U.S.
        Department of the Treasury consisting of the purchase of
        $2.54 billion of trust preferred securities, with a coupon
        of 8 percent, and $1.25 billion of mandatorily convertible
        preferred securities (MCP), with a coupon of 9 percent.

   --  The exchange of all the GMAC non-convertible preferred
       stock held by the U.S. Treasury for $5.25 billion of
       newly-issued MCP.

  --  The conversion of $3.0 billion of existing MCP held by the U
      U.S. Treasury into GMAC common equity.  Following the
      conversion and new issuances of MCP, the U.S. Treasury will
      hold a total of approximately $11.4 billion of MCP.

With these actions, GMAC has achieved the capital buffer required
under the Federal Reserve's Supervisory Capital Assessment Program
(SCAP) needed to meet the worse-than-expected economic scenario.
The $3.79 billion cash infusion was less than the $5.6 billion
originally anticipated by the Federal Reserve in May 2009 due in
large part to lower-than-expected losses related to the General
Motors bankruptcy filing.

As previously announced in May 2009 as part of the SCAP, the
Federal Reserve instructed GMAC to raise $9.1 billion of
additional capital.  At that time, the U.S. Treasury purchased
$3.5 billion of GMAC MCP in partial satisfaction of the SCAP
requirements, which left $5.6 billion remaining in new capital
required. Since then, GMAC, the Federal Reserve and the U.S.
Treasury have been in discussions to finalize the amount,
structure and terms of the additional capital to be issued by GMAC
to the U.S. Treasury.

The $3.79 billion investment represents the completion of a two-
part capital investment by the U.S. Treasury anticipated in
connection with the SCAP.

ResCap Actions

As a result of management's intent to sell certain mortgage-
related assets and thereby reduce volatility in GMAC's financial
results, the following actions were taken resulting in the write-
down of approximately $2.0 billion of mortgage assets at ResCap.

    --  The reclassification of certain international mortgage
        assets and businesses from held for investment (HFI) to
        held for sale (HFS), resulting in an estimated pre-tax
        charge of approximately $1.3 billion.  As of Sept. 30,
        2009, the assets had an unpaid principal balance of $2.4
        billion and a carrying value (net of allowance for credit
        losses) of $2.0 billion.

    --  The reclassification of domestic mortgage assets from HFI
        to HFS, resulting in an estimated pre-tax charge of
        approximately $700 million.
        As of Sept. 30, 2009, the assets had an unpaid principal
        balance of $3.3 billion and a carrying value (net of
        allowance for credit losses) of $2.3 billion.

Additionally, management recorded a repurchase reserve expense of
approximately $500 million associated with the mortgage servicing
business.

These actions, inclusive of estimated operating losses for the
period, required a total capital contribution to ResCap of
approximately $2.7 billion in the form of mortgage loans acquired
by GMAC from Ally Bank, GMAC debt forgiveness and cash.  With the
capital contribution, ResCap's net worth will exceed the minimum
level required to meet certain covenants.

Following these transactions, GMAC does not expect to incur
additional substantial losses from ResCap and will be better
positioned to explore strategic alternatives with respect to
mortgage operations.

The GMAC Board of Directors reviewed various alternatives related
to ResCap and, based on their analysis of the facts and
circumstances, the board unanimously concluded that these actions
are in the best interests of GMAC and its stakeholders.

Ally Bank Actions

The following actions have been taken to strengthen Ally Bank and
to further establish its strategic role within GMAC.

    --  In order to strengthen the asset quality profile of Ally
        Bank, GMAC purchased certain higher risk mortgage assets
        from Ally Bank at fair value of approximately $1.4
        billion, resulting in an estimated pre-tax charge of
        approximately $1.3 billion.  In addition, GMAC contributed
        $1.3 billion of additional cash capital to Ally Bank,
        equal to the amount of the pre-tax charge, to maintain
        Ally Bank's capital position.  At Sept. 30, 2009, the
        assets had an unpaid principal balance of $3.6 billion and
        a carrying value (net of allowances for credit losses) of
        $2.8 billion.

  --  Subsequently, these mortgage assets were contributed by GMAC
      to ResCap where they are classified as HFS.


Following these actions, Ally Bank remains in compliance with its
regulatory agreements and has the necessary capital to support its
auto financial services business, which is the company's highest
strategic priority. The Federal Deposit Insurance Corporation,
Ally Bank's regulator, was consulted regarding the actions.

Overall Impact

In summary, the overall impact to GMAC of the actions are:

    --  GMAC will receive a $3.79 billion capital infusion from
        the U.S.  Treasury in connection with the SCAP
        requirement.

    --  U.S. Treasury will convert $3.0 billion of MCP into common
        equity increasing its common equity ownership to
        approximately 56.3 percent.  GMAC's remaining common
        equity holdings following the conversion are:
        Cerberus and its affiliates hold approximately 14.9
        percent, third party investors hold approximately 12.2
        percent, a trust managed by an independent trustee for the
        benefit of General Motors holds approximately 9.9 percent,
        and an affiliate of General Motors LLC holds approximately
        6.7 percent.

  --  GMAC will recognize a pre-tax charge of approximately $3.8
      billion, with $3.3 billion related to the mortgage write-
      downs at ResCap and Ally Bank and $500 million related to
        repurchase reserve expense.
    --  ResCap will receive approximately $2.7 billion in
        additional capital.
    --  Ally Bank will recognize a $1.3 billion pre-tax charge and
        be recapitalized with a $1.3 billion cash infusion from
        GMAC.

"These decisive balance sheet actions and resulting capital
infusions are intended to minimize the impact on GMAC and Ally
Bank of any significant future losses related to ResCap's legacy
mortgage business," said GMAC Chief Executive Officer Michael A.
Carpenter.  "By protecting the financial performance and strength
of our core automotive finance operations, we expect to increase
the pace at which we can fully repay the U.S. taxpayer.  These
actions will also allow GMAC to pursue strategic alternatives for
ResCap and the mortgage business."

                        Conference Call

GMAC has scheduled a conference call for Tuesday, Jan. 5, 2010 at
4 p.m. EST for investors, analysts and members of the press.  GMAC
Chief Executive Officer Michael A. Carpenter and GMAC Chief
Financial Officer Robert Hull will host the call.  Additional
details will be disclosed later this week via PR Newswire and
GMAC's Investor Relations Web site
(http://www.gmacfs.com/us/en/about/investor/upcoming_events.html).

                        About GMAC Inc

GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in the Company to FIM Holdings
LLC, an investment consortium led by Cerberus FIM Investors, LLC,
the sole managing member.  On December 24, 2008, the Board of
Governors of the Federal Reserve System approved the Company's
application to become a bank holding company under the Bank
Holding Company Act of 1956, as amended.  In connection with this
approval, GM and FIM Holdings  were required to significantly
reduce their voting equity ownership interests in GMAC.  These
reductions in ownership occurred in 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit.  The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition.  Visit online in the U.S.
at http://www.AllyBank.com/or in Canada at http://www.ally.ca/
Ally Bank's total assets were $42.5 billion at the end of the
second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.  ResCap's balance sheet at June 30, 2009, showed total assets
of $22.00 billion, total liabilities of $20.95 billion, and total
stockholders equity of $1.05 billion.

                         *     *     *

At September 30, 2009, GMAC Inc.'s consolidated balance sheet
showed total assets of $178.25 billion, total liabilities of
$153.31 billion, and total stockholders' equity of $24.94 billion.

GMAC Inc. and Residential Capital LLC carry "CCC/Negative/C"
ratings from Standard & Poor's Ratings Services.

GMAC reported a second quarter 2009 after-tax net loss of
$3.90 billion, compared to a net loss of $2.48 billion in the
second quarter of 2008.  GMAC has obtained two bailouts totaling
$12.5 billion from the U.S. government during the economic crisis
in 2008.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its $400 million investment related to ResCap's
equity position would likely be reduced to zero.  In addition, as
of September 30, 2009, GMAC had approximately $3.4 billion in
secured financing arrangements and secured hedging agreements with
ResCap of which approximately $2.3 billion in loans and
$32 million related to hedging agreements had been utilized.


GREGORY MELLINGER: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gregory Allen Mellinger
        444 East Avenue Q7 Unit A
        Palmdale, CA 93550

Bankruptcy Case No.: 09-27641

Chapter 11 Petition Date: December 30, 2009

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

Judge: Geraldine Mund

Debtor's 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 Mr. Mellinger's petition, including a list of
his 8 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-27641.pdf

The petition was signed by Mr. Mellinger.


GRUBB & ELLIS: Registers Common Stock, 12% Preferreds for Resale
----------------------------------------------------------------
Grubb & Ellis Company on December 29 filed with the Securities and
Exchange Commission a prospectus relating to up to 125,000 shares
of the Company's outstanding 12% Cumulative Participating
Perpetual Convertible Preferred Stock and up to 7,575,750 shares
of the Company's common stock issuable upon conversion of its 12%
Preferred Stock that may be sold by selling stockholders.

The selling stockholders acquired the shares of 12% Preferred
Stock in a private placement of its securities.

Grubb & Ellis registered the offer and sale of the shares of 12%
Preferred Stock and the shares of common stock to satisfy
registration rights the Company has granted.  Grubb & Ellis will
not receive any of the proceeds from the sale of the shares of 12%
Preferred Stock or shares of common stock by the selling
stockholders.  Grubb & Ellis has agreed to bear all expenses of
registration of the common stock offered by the prospectus.  The
selling stockholders, or their transferees, pledgees, donees or
other successors-in-interest, may sell their 12% Preferred Stock
and shares of common stock issuable upon conversion of the 12%
Preferred Stock.

Grubb & Ellis will pay cumulative dividends on the 12% Preferred
Stock from and including the date of original issuance in the
amount of $12.00 per share each year, which is equivalent to 12%
of the initial liquidation preference per share.  Dividends on the
Preferred Stock will be payable when, as and if declared,
quarterly in arrears, on March 31, June 30, September 30 and
December 31, beginning on December 31, 2009.

In addition, in the event of any cash distribution to holders of
the common stock, par value $0.01 per share, of the Company,
holders of Grubb & Ellis 12% Preferred Stock will be entitled to
participate in distribution as if the holders had converted their
shares of Preferred Stock into common stock.

Grubb & Ellis' common stock is listed on the New York Stock
Exchange under the symbol "GBE."  On December 23, 2009, the last
reported sales price for the common stock was $1.35.

There is currently no established market for the 12% Preferred
Stock.  Grubb & Ellis does not intend to apply for listing of the
12% Preferred Stock on any securities exchange or for inclusion of
the 12% Preferred Stock in any automated quotation system.

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

                http://ResearchArchives.com/t/s?4ce0

                    2009 Annual Meeting Results

On December 17, 2009, Grubb & Ellis announced the voting results
for the Company's 2009 annual meeting of stockholders held earlier
that day.  Based on reports from Computershare, the independent
inspector of elections for the Company's 2009 annual meeting of
stockholders, the Company's stockholders voted, among other
things, (i) to adopt an amendment to the amended and restated
certificate of incorporation to increase the authorized number of
common and preferred shares; (ii) to adopt an amendment to the
Certificate of Incorporation (1) to declassify the Board of
Directors of the Company and (2) to fix the number of directors at
no less than three nor more than eight, as determined solely by
the Board from time to time; (iii) to elect Thomas D'Arcy, C.
Michael Kojaian, Robert J. McLaughlin, Devin I. Murphy, D. Fleet
Wallace and Rodger D. Young as the six directors to such
declassified Board, each to serve for a one-year term; and (iv) to
ratify the appointment of Ernst & Young LLP as the Company's
independent accounting firm.

Effective December 17, 2009, the Company amended its Certificate
of Incorporation (i) to increase the authorized number of shares
of Company's capital stock from 110,000,000 shares to 220,000,000
shares, of which 200,000,000 shares with a par value of $0.01 per
share are designated common stock, and of which 20,000,000 shares
with a par value of $0.01 per share are designated preferred
stock; and (ii) to declassify the Board and to fix the number of
directors at no less than three nor more than eight, as determined
solely by the Board from time to time.

Effective as of December 17, 2009, the Company also amended its
by-laws to effect necessary conforming changes to the by-laws as a
consequence of the Charter Amendments.

As a result of the Authorized Capital Amendment, the 12% Preferred
Stock became convertible, at the holder's option, into the
Company's common stock at a conversion rate of 60.606 shares of
Common Stock per share of Preferred Stock, which represents a
conversion price of approximately $1.65 per share of Common Stock.
Holders of the 12% Preferred Stock vote together with holders of
Common Stock as one class on all matters on which holders of
Common Stock vote, except as otherwise provided by law, and vote
as a separate class with respect to certain matters.  Holders of
the 12% Preferred Stock are entitled to voting rights equal to the
number of shares of Common Stock into which the 12% Preferred
Stock is convertible, on an "as if" converted basis.  As such,
each share of 12% Preferred Stock is now entitled to 60.606 votes
on an "as if" converted basis.

                         Dividend Payment

Grubb & Ellis' board of directors has declared a dividend of
$1.8333 per share on the company's 12% Cumulative Participating
Perpetual Convertible Preferred Stock to stockholders of record as
of December 21.

The dividend was for the period from November 6, 2009, the initial
offering date of the shares, to December 31, 2009 and was payable
on December 31, 2009.

                  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/-- 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.

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.


GSI GROUP: Court to Consider Disclosure Statement Today
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
consider the adequacy of information contained in GSI Group Inc.,
et al.'s disclosure statement with regards to their plan of
reorganization on January 5, 2010, at 3:00 p.m. (Eastern Time.)

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

According to the Disclosure Statement, the Plan provides that the
Debtors' business will continue to be operated substantially in
its current form.

Under the Plan, each holder of an allowed note claim will receive:

   a) a payment in cash for interest due under the allowed note
      claim to the extent the interest is accrued, due and payable
      under the allowed note claim and unpaid as of the petition
      date, at the contractual rate provided in the senior note or
      GSI UK note, as applicable, if any;

   b) a payment in cash for fees, expenses and all other amounts
      due under the allowed note claim to the extent the fees,
      expenses, and other amounts are due and payable under the
      allowed note claim and unpaid as of the effective date;

   c) a pro rata share of the total amount of new common shares to
      be issued in respect of all Class 5 note claims, which total
      amount will be equal to 81.4% of the outstanding capital
      stock of the Reorganized Holdings;

   d) a pro rata share of the new senior secured notes; and

   e) a pro rata share of the cash note payment.

All allowed holdings equity interests will be cancelled, and on
account of each holdings equity interest, these will be
distributed to the holder:

   1) a pro rata share of the total amount of the new common
      shares to be issued to 18.6% of the outstanding capital
      stock of Reorganized Holdings;

   2) a pro rata share of new $1.10 warrants;

   3) a pro rata share of new $2.00 warrants.

The Reorganized Debtors will enter into, or cause its subsidiaries
to enter into these instruments and agreements: (i) a new
management incentive plan for certain management of Reorganized
Holdings; (ii) the security documents; (iii) the new indenture;
(iv) the security documents; (v) the new warrants; (vi) the
Reorganized Holdings constituent documents; and (vii) the
registration rights agreement.

All cash necessary for the disbursing agent to make Plan
distributions and any other payments will be obtained from the
Debtors' existing cash balances.

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

A full-text copy of the Chapter 11 Plan is available for free at:

        http://bankrupt.com/misc/GSIGroup_Ch11Plan.pdf

GSI Group Inc. supplies precision technology to the global
medical, electronics, and industrial markets and semiconductor
systems.  GSI Group Inc.'s common shares are quoted on Pink Sheets
OTC Markets Inc.

The Company and two of its affiliates filed for Chapter 11
protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case No. 09-
14110).  William R. Baldiga, Esq., at Brown Rudnick LLP,
represents the Debtors in their restructuring effort.  Mark
Minuti, Esq., at Saul Ewing LLP, as its local Counsel.  The
Debtors selected Garden City Group Inc. as their claims and notice
agent.  In their petition, the Debtors posted $555,000,000 in
total assets and $370,000,000 in total liabilities as of Nov. 6,
2009.


HAWKEYE RENEWABLES: Gets Court Nod to Hire Epiq as Claims Agent
---------------------------------------------------------------
Hawkeye Renewables, LLC, et al., sought and obtained the
permission of the Hon. Kevin J. Carey of the U.S. Bankruptcy Court
for the District of Delaware to employ Epiq Bankruptcy Solutions,
LLC, as claims and noticing agent.

Epiq will, among other things:

     a. notify potential creditors of the filing of the Debtors'
        Chapter 11 cases and of the setting of the first meeting
        of creditors pursuant to section 341(a) of the Bankruptcy
        Code;

     b. serve other motions, applications, requests for relief,
        hearing agendas, and related documents;

     c. if necessary, prepare and maintain an official copy of the
        Debtors' schedules of assets and liabilities and their
        statements of financial affairs, listing, among other
        things, the Debtors' known creditors and amounts owed
        thereto; and

     d. docket claims received, maintain the official claims
        register for the Debtors on behalf of the Clerk's Office,
        and provide the Clerk's Office with the certified
        duplicate unofficial Claims Register upon request.

The Debtors will compensate and reimburse Epiq in accordance with
the terms of the services agreement reached between the Debtors
and Epiq.  A copy of the agreement is available for free at:

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

Daniel C. McElhinney, the Executive Director of Epiq, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Ames, Iowa-based Hawkeye Renewables, LLC -- dba Iowa Falls Ethanol
Plant, LLC -- filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14461).  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., assist the Company in its restructuring
effort.  Blackstone Advisory Partners, LP, is the Company's
financial advisor.  Epiq Bankruptcy Solutions, LLC, is the
Company's claims agent.  The Company listed $100,000,001 to
$500,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


HAWKEYE RENEWABLES: Sec. 341 Creditors Meeting Set for Jan. 20
--------------------------------------------------------------
Roberta A. Deangelis, the acting U.S. Trustee for Region 3, will
convene a meeting of Hawkeye Renewables, LLC, et al.'s creditors
on January 20, 2010, at 10:00 a.m. at the J. Caleb Boggs Federal
Building, 5th Floor, Room 5209, 844 King Street, Wilmington, DE
19801.

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.

Ames, Iowa-based Hawkeye Renewables, LLC -- dba Iowa Falls Ethanol
Plant, LLC -- filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14461).  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., assist the Company in its restructuring
effort.  Blackstone Advisory Partners, LP, is the Company's
financial advisor.  Epiq Bankruptcy Solutions, LLC, is the
Company's claims agent.  The Company listed $100,000,001 to
$500,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


HAWKEYE RENEWABLES: Gets Interim Nod to Use Cash Collateral
-----------------------------------------------------------
Hawkeye Renewables, LLC, et al., sought and obtained approval from
the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to use, on an interim basis, cash collateral
until the 35th day following the Petition Date.

The parties with interests in cash collateral (collectively, the
prepetition senior lenders) are (a) Credit Suisse, as
administrative and collateral agent (the First Lien Agent) under
that certain First Lien Credit Agreement, dated as of June 30,
2006, among Intermediate, THL-Hawkeye Acquisition LLC, the First
Lien Agent, and the lenders; and (b) Wilmington Trust FSB, as
administrative and collateral agent (the Second Lien Agent) under
that certain Second Lien Credit Agreement, dated as of June 30,
2006, among Intermediate, THL-Hawkeye Acquisition LLC, the Second
Lien Agent, and the lenders party thereto.

L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., the
attorney for the Debtors, explained that the Debtors need the
money to fund their Chapter 11 case, pay suppliers and other
parties.  The Debtors will use the collateral pursuant to a weekly
budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors will pay
Prepetition Agents, on behalf of the Prepetition Senior Lenders,
(a) the adequate protection reimbursement claims, (b) the adequate
protection liens, and (c) the superpriority claims.

A final hearing is set for January 19, 2010, at 4:00 p.m.

The First Lien Agent is represented by Michael S. Stamer, Esq.,
and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld
LLP.

Ames, Iowa-based Hawkeye Renewables, LLC -- dba Iowa Falls Ethanol
Plant, LLC -- filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14461).  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., assist the Company in its restructuring
effort.  Blackstone Advisory Partners, LP, is the Company's
financial advisor.  Epiq Bankruptcy Solutions, LLC, is the
Company's claims agent.  The Company listed $100,000,001 to
$500,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


HD RETAIL: Won't Complete Acquisition Deal With Greenwind Power
---------------------------------------------------------------
HD Retail Solutions, Inc., confirmed that by letter dated
December 9, 2009, HD Retail notified the former Greenwind Power
Corp. USA (and its sponsors), that HD Retail will not proceed to
close the Acquisition Agreement dated May 27, 2009 by and between
HD Retail and Greenwind Power Corp. USA.

HD Retail requested that the Nevada company change its name to a
name other than "HD Retail Solutions" to avoid confusion.

On December 29, 2009, HD Retail filed for bankruptcy protection in
Ontario, Canada.   HD Retail has ceased operations.


IDEARC INC: Emerges from Chapter 11 With New Name
-------------------------------------------------
Idearc Inc. said it has completed its debt restructuring and its
plan of reorganization became effective as of December 31, 2009.

In connection with its emergence from bankruptcy, Idearc has
changed its name to SuperMedia Inc.  The new name, according to
Idearc, symbolizes SuperMedia's renewed focus on providing
outstanding products including the SuperYellowPages(R),
Superpages.com(R) and SuperpagesDirectTM direct mail products as
well as services, such as the SuperGuarantee SM and
SuperTradeExchange(R) Programs, to its clients and consumers
nationwide.

SuperMedia's shares trade on the NASDAQ Global Market under the
symbol "SPMD" and the Company will take part in Opening Bell
ceremonies on Wednesday, January 6, 2010.

"This is an exciting day for SuperMedia, our teammates, our
clients and all others who have supported us as we have taken
action to strengthen our balance sheet and position the enterprise
to succeed in a challenging and rapidly changing business
environment," said Scott W. Klein, chief executive officer of
SuperMedia Inc.

"Our new name symbolizes the rebirth of our company and along with
it the ability to continue to deliver innovative ways that will
change the way in which we help match buyers with sellers," Klein
added. "We will have much more to say about these initiatives -
and our company's renewed sense of excitement and energy - in the
days, weeks and months ahead."

Under its reorganization, Idearc reduced its total debt from more
than $9 billion to $2.75 billion of secured bank debt.

SuperMedia's equity capitalization will consist of 60 million
shares of common stock and 5 million shares of preferred stock
authorized for issuance.  The terms, rights, and preferences of
the preferred stock may be set from the Company's Board of
Directors from time to time.  Upon completion of all distributions
to former creditors under the Plan, the Company will have
approximately 15 million shares of common stock issued and
outstanding.

The Company also said its standby purchase agreement with Paulson
& Co. Inc. closed on December 31, 2009.

In conjunction with its emergence and in accordance with the Plan,
the Company has a new Board of Directors.  The newly appointed
members are:

     -- Edward Bayone, the Earle W. Kazis Professor of the
        Practice of Finance and International Real Estate at
        Brandeis University's International School of Business. He
        previously held numerous positions at FleetBoston
        Financial Group, including Chief, Global Risk Management
        and Chief Credit Officer.

     -- Robert C. Blattberg, the Timothy W. McGuire Distinguished
        Service Professor of Marketing and the director of the
        Center for Marketing Technology and Information at
        Carnegie Mellon University's Tepper School of Business.
        From 1991-2008, he was a professor and director of the
        Center for Retail Management at Northwestern University's
        Kellogg Graduate School of Management.

     -- Charles B. Carden, former Senior Vice President and Chief
        Financial Officer for John H. Harland Company, a provider
        of products and services to the financial institution and
        education markets. He currently serves on the board of
        directors for Ivox Corporation, a privately held software
        company that provides driver-based risk management
        information to fleets and insurance companies.

     -- Robin Domeniconi, Vice President, US Advertising for
        Microsoft Corporation. She has previously served as Senior
        Advisor/Media & Digital of Avista Capital Partners,
        President of Time, Inc. Media Group, and President and
        Publisher of Real Simple.

     -- Thomas Gardner, former Corporate Executive Vice President
        of Reader's Digest Association, Inc. He previously held
        numerous other positions with Reader's Digest. He has also
        served as a director for Northern Westchester Hospital,
        Reader's Digest Foundation, and the Williams College
        Society of Alumni Executive Committee.

     -- David E. Hawthorne, former President and Chief Executive
        Officer of Lodgian, Inc., an independent hotel owner and
        operator. Since 2005, he has been with Hawthorne
        Management LLC, a firm that develops, owns, and operates
        commercial real estate in central Florida.

     -- Scott W. Klein, Chief Executive Officer of SuperMedia Inc.
        He became CEO and a director of Idearc Inc. in June 2008.
        He previously served as an operating partner of Symphony
        Technology Group, a private investment firm, and as
        President and Chief Executive Officer of Information
        Resources, Inc., a provider of information solutions for
        the consumer packaged goods, retail, and healthcare
        industries. Prior to joining Information Resources, Mr.
        Klein served as President, Consumer Industries, Retail &
        Energy Global Industry Group of Electronic Data Systems
        Corporation

     -- Thomas S. Rogers, President and Chief Executive Officer of
        TiVo Inc., where he also serves on the board of directors.
        He joined the Board of Idearc Inc. in December 2007. He
        has previously served as chairman of the board of
        Teleglobe International Holdings, Ltd., a provider of
        international voice, data, internet, and mobile roaming
        services; chairman of Trget Media LLC, a media industry
        investment and operations advisory firm; chairman and
        chief executive officer of Primedia, Inc., a print, video,
        and online media company; and president of NBC Cable for
        the National Broadcast Company, Inc.

In accordance with the Plan, the pre-emergence common stock of
Idearc Inc. -- which has recently traded under the symbol
"IDARQ.PK" -- was cancelled effective December 31, 2009.  Holders
of the old Idearc Inc. common stock will not receive any
distributions as part of the Plan and their equity interests have
no value.  No further transfers of the old Idearc Inc. common
stock will be recorded on the Company's books.

The Plan was confirmed by the Bankruptcy Court in December.

                         About Idearc Inc.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.  Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represented 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.


JAVED AKHTER: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Javed Akhter
        6319 Drake Elm Dr.
        Sugarland, TX 77479

Bankruptcy Case No.: 09-39870

Chapter 11 Petition Date: December 31, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: James A. McGuire, Esq.
                  The Milledge Law Firm PC
                  10333 NW Fwy, Ste 202
                  Houston, TX 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418
                  Email: jam1texas@yahoo.com

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

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

According to the schedules, the Company has assets of $1,184,215
and total debts of $2,782,075.

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

             http://bankrupt.com/misc/txsb09-39870.pdf

The petition was signed by Mr. Akhter.


KIRK PHARMECEUTICALS: Case Summary & 12 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Kirk Pharmeceuticals, LLC
          fka Kirk Pharmaceuticals, Inc.
        5360 NW 35th Avenue
        Ft. Lauderdale, FL 33309

Bankruptcy Case No.: 09-39126

Chapter 11 Petition Date: December 31, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Phillip M. Hudson III, Esq.
                  200 S Biscayne Blvd, Suite 3600
                  Miami, FL 33131
                  Tel: (305) 374-3330
                  Fax: (305) 374-4744
                  Email: pmhudson@arnstein.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
12 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flsb09-39126.pdf

The petition was signed by Gerald Price, Interim CEO of the
Company.


KOBRA PROPERTIES: Posts Bankruptcy Sale Notice of Assets
--------------------------------------------------------
Kobra Properties has pending a court order approving the sale of
certain assets free and clear of liens, claims and encumbrances
and authorizing the assumption and assignment of executory
contracts.  At a hearing held on December 9, 2009, the Bankruptcy
Court granted the motion of the Chapter 11 Trustee to approve
detailed sale procedures with respect to the sale of real property
pursuant to Section 363 of the bankruptcy code, including
suggested minimum bid amounts, the form of the purchase and sale
agreement and auction procedures.  A formal written order is
pending.  Qualified prospective purchasers will have the
opportunity to bid on each of these twenty-four properties with
each property having a suggested minimum bid which will be subject
to individual reserve prices.  A summary of terms which will
include a list of the twenty-four properties, the corresponding
suggested minimum bids, the approved form of asset purchase
agreement, and bidder qualification instructions will be furnished
upon request and, upon executing a confidentiality agreement with
the Trustee, prospective purchasers will have access to additional
due diligence information.  The suggested combined minimum bids on
the twenty-four properties total $35,129,057.  The Trustee's
ability and intent to sell the certain properties is subject to
successful negotiation with the secured lenders to convey these
assets and to final court approval.  By granting the Trustee's
motion, the court will approve the following timeline:

Qualification Deadline:  January 6, 2010, 5:00 PM PST
Auction Date and Time:   January 14, 2010, 9:30 AM PST
Location of Auction:     The United States Bankruptcy Court,
                         located at 501 I Street, 6th
                         Floor, Courtroom 35 (Dept. C- Honorable
                         Christopher Klein),
                         Sacramento, California, 95814.
Qualified Bidders:       All parties interested in acquiring any
                         or all of the twenty-four properties must
                         submit a fully executed asset purchase
                         agreement (the approved Competitive
                         Bidder Asset Purchase Agreement will be
                         provided to all interested parties) and a
                         10% earnest money deposit on or before
                         5:00 p.m., California time, on January 6,
                         2010, in order to be eligible to be
                         considered as a possible "Qualified
                         Bidder" (as that term is defined in the
                         Bidding Procedures).

                      About Kobra Properties

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

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

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


KPT ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: KPT Enterprises, LLC
        P.O. Box 2158
        Morristown, TN 37816-2158

Case No.: 09-53521

Type of Business:

Chapter 11 Petition Date: December 30, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Dean B. Farmer, Esq.
                  Hodges, Doughty & Carson PLLC
                  P.O. Box 869
                  Knoxville, TN 37901
                  Tel: (865) 292-2307
                  Fax: (865) 292-2252
                  Email: dfarmer@hdclaw.com

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

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

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

The petition was signed by Terry K. Wolfe, the company's member.


LAKE AT LAS VEGAS: Credit Suisse Faces $24-Bil. Class Suit
----------------------------------------------------------
According to various reports, Credit Suisse and the real estate
firm Cushman & Wakefield are facing a $24 billion lawsuit filed by
property owners who allege that the Swiss bank schemed to defraud
investors in several resort communities.  The plaintiffs allege
Credit Suisse and Cushman & Wakefield deliberately engineered the
failure of at least four major resort projects as part of a scheme
to take over the properties.

According to the reports, the proposed class-action lawsuit was
filed Sunday before the U.S. District Court for the District of
Idaho.  The initial plaintiffs are:

     -- Beau Blixseth, the son of Tim Blixseth and a Yellowstone
        Club property owner, and

     -- L. J. Gibson, an individual who bought property at
        Tamarack Resort in Idaho, Lake Las Vegas in Nevada, and
        Gin Sur Mer in the Bahamas.

NewWest.Net says the lawsuit alleges a host of illegal acts by
Credit Suisse and Cushman & Wakefield, including violations of the
Racketeer Influenced and Corrupt Organizations Act, fraud,
negligence and breach of fiduciary duty.

According to the Associated Press, Messrs. Gibson and Blixseth in
their lawsuit described a complex conspiracy dubbed "Loan to Own":
First, they said, the money for the resort loans came from a
separate fraudulent scheme to help Iranian banks dodge U.S.
economic sanctions.  That practice ended last month with Credit
Suisse agreeing to pay $536 million to settle a U.S. Justice
Department inquiry and to admit to violating U.S. economic
sanctions by hiding the booming Iranian business.  The Plaintiffs
also argue that Credit Suisse in 2005 used profits from the scheme
to finance a predatory-lending plot, opening a branch in the
Cayman Islands and marketing loans to high-end developers.  The
Plaintiffs contend opening the Cayman Islands branch allowed
Credit Suisse to skirt U.S. real-estate appraisal laws.  Instead
of using appraisal methods accepted in the U.S., the property
owners contend, Credit Suisse worked with Cushman & Wakefield to
develop a type of appraisal that would grossly inflate the values
of the resorts.

According to various reports, Duncan King, a spokesman for Credit
Suisse, said the lawsuit is without merit and the bank will fight
the claims.

Dwayne Doherty, a spokesman for Cushman & Wakefield, said the
allegations "are completely without merit, and we will defend
ourselves vigorously."

Michael Flynn, Esq., is the lead attorney in the lawsuit,
according to NewWest.Net.

                      About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J. Works,
Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.

                       About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.

                      About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC, represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


LANDAMERICA FIN'L: To Decide on LP/LLC Pacts Later
--------------------------------------------------
LandAmerica Financial Group Inc. and its units sought and obtained
from the Court an order extending the time by which they must
assume or reject certain partnership and limited liability company
agreements to a date that is 365 days after the effective date of
the Debtors' Joint Chapter 11 Plan.

The Debtors' Plan of Liquidation has been declared effective
December 7, 2009, and thus the requested extension of the
agreement decision period is through December 7, 2010.

Schedule B14 of the Plan lists certain passive investment
interests LandAmerica Financial Group Inc. owns in limited
partnerships and a certain limited liability company.  Schedule
B14 specifically lists these passive interests in investment
funds with LFG's percentage of ownership in the fund:

  (a) Apollo Real Estate Investment Fund V, L.P., by which LFG
      owns a 0.71% limited partnership interest pursuant to the
      Amended and Restated Agreement of Limited Partnership,
      dated as of July 31, 1005.

  (b) Aslan Realty Partners III, LLC, by which LFG owns a 0.63%
      membership interest in the limited liability company
      pursuant to Amended and Restated Limited Liability Company
      Agreement, dated as of April 26, 2006, as amended by the
      First Amendment to Amended and Restated Limited Liability
      Company Agreement, dated as of September 30, 2005.

  (c) Cabot Industrial Value Fund II, L.P., by which LFG owns a
      1.1% limited partnership interest pursuant to the Limited
      Partnership Agreement, dated as of July 27, 2005.

  (d) Morgan Stanley Real Estate Fund IV Domestic, L.P., by
      which LFG owns a 1.0% limited partnership interest
      pursuant to an Amended and Restated Agreement of Limited
      Partnership, dated as of August 1, 2001.

  (e) Morgan Stanley Real Estate Fund V Domestic, L.P., by which
      LFG owns a 0.25% limited partnership interest pursuant to
      an Amended and Restated Agreement of Limited Partnership,
      dated as of January 31, 2006.

  (f) Normandy Real Estate Fund, which is comprised of two
      Partnerships: (i) Normandy Real Estate Fund, L.P. pursuant
      to an Amended and Restated Agreement of Limited
      Partnership, dated as of December 21, 2005; and (ii)
      Normandy Real Estate Fund AIV, L.P., pursuant to an
      Agreement of Limited Partnership, dated as of Dec. 21,
      2005.  LFG owns a combined 1.1% limited partnership
      interest in Normandy.

  (g) Praedium Performance Fund V, L.P., by which LFG owns a
      1.06% limited partnership interest pursuant to the Amended
      and Restated Agreement of Limited Partnership, dated as of
      December 26, 2001.

  (h) Praedium Performance Fund VI, L.P., by which LFG owns a
      0.71% limited partnership interest pursuant to the Amended
      and Restated Agreement of Limited Partnership, dated as of
      December 21, 2005.

  (i) Praedium Performance Fund VII, L.P., by which LFG owns a
      0.55% limited partnership interest pursuant to a Second
      Amended and Restated Agreement of Limited Partnership,
      dated as of December 31, 2007.

  (j) Old Dominion Tax-Advantaged Investment, by which LFG owns
      a 13.9986% limited partnership interest pursuant to an
      Amended and Restated Limited Partnership Agreement, dated
      as of August 1, 2002.

  (k) King Street Tax-Advantaged Investment, by which LFG owns a
      14.876% limited partnership interest pursuant to an
      Amended and Restated Limited Partnership Agreement, dated
      as of January 1, 2003.

LFG has an outstanding capital contribution obligation to the
applicable partnership or limited liability company under certain
of the Agreements.  As of the Plan Effective Date, the
Dissolution Trustee, as the sole governor of the Post-Effective
Date LFG, will administer the affairs of Post Effective Date LFG,
including the sale, liquidation, or abandonment of the Post
Effective Date LFG Assets.

Pursuant to the Plan, the Partnerships are listed on Schedule
1.174 to the Plan, and are included as Post-Effective Date LFG
Assets.

A list of LFG's fund ownership percentage is available for free
at http://bankrupt.com/misc/LandAm_InvestmentFundSumm.pdf

                   About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: To Decide on RQ Shareholder Pact Later
---------------------------------------------------------
LandAmerica Financial Group Inc. and its units sought and obtained
from the Court an order extending the time by which they must
assume or reject a shareholder agreement to a date that is 120
days after the effective date of the Joint Chapter 11 Plan of
LandAmerica Financial Group, Inc., and its debtor affiliates.

LFG owns approximately 43% of the stock in RQ Holdings, Inc.,
which is the sole shareholder of RamQuest Software, Inc.  Old
Republic National Title Holding Company own another 43% of the RQ
Holdings' stock and members of RamQuest management own the
remaining 14% stock in RQ Holdings.

RamQuest is a provider of software tools for the real property
title industry, offering a suite of products that facilitates and
automates all facets of real property closing transactions, as
well as, ancillary services to support customer needs.

The RQ Shareholders entered into a Shareholder Agreement, by and
among RQ Holdings, Inc., LFG, Old Republic National Title Holding
Company, and the Common Shareholders dated March 10, 2005.

John H. Maddock III, Esq., at McGuireWoods LLP, in Richmond,
Virginia, relates that LFG has neither assumed nor assigned the
Shareholder Agreement and is currently in the process of
negotiating a sale of the RQ Holdings Stock.  It is not known at
this time whether any purchaser of LFG's RQ Holdings Stock will
want to take an assignment of the Shareholder Agreement, Mr.
Maddock says.

Because a possible assumption and assignment of the Shareholder
Agreement may facilitate a sale of LFG's RQ Holdings Stock,
rejection of the Shareholder Agreement may not only impair LFG's
ability to sell the RQ Holdings Stock, but may diminish its value
as well, Mr. Maddock points out.

LFG avers that it is seeking the requested extension so that the
Shareholder Agreement may be assigned to a buyer if the buyer so
desires.

As of the Plan Effective Date, the Dissolution Trustee, as the
sole governor of the Post-Effective Date LFG, will be
administering the affairs of Post Effective Date LFG, including
the sale, liquidation, or abandonment of the Post Effective Date
LFG Assets.  Pursuant to the Plan, the Debtors' interest in RQ
Holdings is regarded as Post Effective Date LFG Assets.

Prior to the entry of the Court's ruling, RQ Holdings informed
Judge Heunnekens that it does not oppose the extension proposed
by the Debtors so long as the granting of the relief is not
construed to (i) determine the nature of the Shareholder
Agreement or otherwise modify RQ's rights under the Shareholder
Agreement; or (ii) determine legal effect on RQ's rights under
the Shareholder Agreement in the event of a purported assumption
or rejection.

                   About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: To Hold Rule 2004 Examination on ARS Claims
--------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, LandAmerica Financial Group Inc. and its units sought
and obtained permission from the Court to issue subpoenas for the
production of documents and examine certain persons or entities
determined to have information relevant to potential non-insider
claims related to the sale of certain Auction Rate Securities in
order to assess the viability and strength of those claims, which
potentially constitute a very valuable asset of the Debtors.

The potential ARS claims arise from purchases of ARS by
LandAmerica 1031 Exchange Services, Inc., a subsidiary of
LandAmerica Financial Group, Inc.

The ARS market froze in 2008 and LES has been unable to liquidate
the ARS previously purchased at any price near their par value.
Because LES could not liquidate the ARS, it was unable to return
invested funds to its customers, ultimately precipitating its
decision to cease additional customer transactions, terminate
operations, and file its Chapter 11 case.  Prior to cessation of
LES' business, LFG advanced approximately $65 million to LES to
enable LES to honor customer claims, which was ultimately a
precipitating factor in LFG's own Chapter 11 filing.

Dion W. Hayes, Esq., at McGuireWoods LLP, in Richmond, Virginia,
relates that Jenner & Block, LLP, the Debtors' special counsel,
has been working with Debtors to gather information to determine
whether the Debtors have viable legal claims against the entities
that sold them certain ARS, the underwriters for those
securities, or any other entities involved in the creation, sales
or purchase of the ARS.

According to Mr. Hayes, the potential claims concerning ARS could
well be very valuable asset of the Debtors.  Those potential
claims include the claims of SunTrust Robinson Humphrey, Inc.,
Citigroup Global Markets Inc., RBC Capital Markets Corp, and
Citigroup Global Markets Inc. and Smith Barney, deliberately,
recklessly, or negligently made misrepresentations, or omitted
material information, in selling ARS to LES, or that they advised
LES to invest in ARS while knowing those securities were
unsuitable to LES' needs.

The Debtors note that Jenner & Block has determined that in
assessing the viability and strength of the potential ARS claims,
and thus the location and composition of the Debtors' assets, it
is important to obtain information from third parties.  The
Debtors also remind the Court that they have stopped operating as
a going concern and most of their employees have left their
employ, so that in some cases, subpoena authority may be required
to gather information from those former employees.

The Debtors initially seek information relevant to the potential
non-insider ARS claims, including:

  (1) all documents the specified financial institution provided
      to the U.S. Securities Exchange Commission, Financial
      Authority Regulatory Company, or any state regulator or
      enforcement agency in connection with any investigation
      conducted by any regulator concerning the institution's
      ARS transactions;

  (2) all communications between the specified financial
      institution and a regulator concerning the investigation
      conducted by any regulator concerning an ARS
      investigation;

  (3) All transcripts of witness statements, interviews, or
      testimony taken by a regulator as part of an ARS
      investigation; and

  (4) All communications by the specified financial institution
      with LES or LFG concerning ARS transactions, including
      documents related to the opening of accounts in which ARS
      were traded and possible resolution of disputes concerning
      ARS, as well as internal documents concerning those same
      transactions.

The financial institutions and agencies to which the specific
initial requests will be made include some as yet undetermined
state regulators and:

  * SunTrust Robinson Humphrey, Inc.,
  * SunTrust Investment Services, Inc.,
  * SunTrust Banks, Inc.,
  * Citigroup Global Markets Inc.,
  * Morgan Stanley Smith Barney LLC,
  * Citigroup, Inc.,
  * RBC Capital Markets Corporation,
  * Royal Bank of Canada,
  * U.S. Securities and Exchange Commission, and
  * FINRA

                   About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDING AT REID'S: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: The Landing At Reid's Ranch Development, L.L.C.
          The Landing @ Reid's Ranch Development, LLC
        Po Box 31090
        Mesa, AZ 85275

Bankruptcy Case No.: 09-33903

Chapter 11 Petition Date: December 31, 2009

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Randy Nussbaum, Esq.
                  Nussbaum & Gillis, P.C.
                  14500 N. Northsight Blvd. - #116
                  Scottsdale, AZ 85260
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  Email: rnussbaum@nussbaumgillis.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 Billy G. Johnson, manager of the
Company.


LATHAM INTERNATIONAL: Can Hire Epiq Bankruptcy as Claims Agent
--------------------------------------------------------------
Latham International, Inc., et al., sought and obtained approval
from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware to employ Epiq Bankruptcy Solutions,
LLC, as noticing and balloting agent.

Epiq will, among other things:

     (i) maintain the list of the Debtors' creditors;

    (ii) be responsible for the mailing of the notice(s) of the
         commencement of cases and the deadline to file proofs of
         claim to all creditors of the Debtors and other notices;

   (iii) provide balloting services in connection with a plan
         solicitation; and

    (iv) provide other services that may be requested by the
         Debtors.

Epiq will be compensated in the ordinary course of business based
on the services it provides at the rates set forth in its Standard
Bankruptcy Services Agreement with the Debtors.  A copy of the
agreement is available for free at:

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

Daniel C. McElhinney, Executive Director of Epiq, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Latham, New York-based Latham International, Inc., dba Latham
Acquisition Corporation, 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.

Latham International filed for Chapter 11 bankruptcy protection on
December 22, 2009 (Bankr. D. Delaware Case No. 09-14490).  The
Company's affiliates -- Latham Manufacturing Corp.; Viking Pools,
LLC; Coverstar, LLC; and Kafko (US) Corp. -- also filed Chapter 11
bankruptcy petition.  Laura Davis Jones, Esq.; Michael Seidl,
Esq.; and Timothy P. Cairns, Esq., at Pachulski Stang Young &
Jones LLP, assist the Debtors in their restructuring efforts.
Latham International listed $50,000,001 to $100,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.


LATHAM INTERNATIONAL: Gets Interim Nod to Use Cash Collateral
-------------------------------------------------------------
Latham International, Inc., et al., sought and obtained approval
from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware to use, on an interim basis, the cash
collateral of Wachovia Bank National Association, as U.S. agent,
and certain lenders until February 1, 2010.

The Debtors have approximately $6.7 million of cash and cash
equivalents as of the Petition Date.  Through January 30,2010, the
Debtors propose to use approximately $10.9 million of cash.
During this period, the Debtors expect to generate approximately
$6.6 million in cash receipts (of which approximately $3.4 million
represents a payment from the Debtors' Canadian subsidiary on
account of an existing intercompany note).  Although the Debtors'
business is seasonal in nature, the Debtors are generating
positive EBITDA (earnings before interest, taxes, depreciation and
amortization) and are expecting to generate approximately
$7 million in positive EBITDA on an annual basis during each of
the calendar years 2009 and 2010.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, the
attorney for the Debtors, explained that the Debtors need the
money to fund their Chapter 11 case, pay suppliers and other
parties.  The Debtors will use the collateral pursuant to a weekly
budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lenders (i) a replacement security interest
in and lien upon all of the collateral, excluding Avoidance
Actions or the proceeds thereof, and which replacement security
interest and lien is subject to the Carve-Out, and (ii) a
superpriority claim, subject to the Carve Out, which will be
payable from, and have recourse to, the Collateral, excluding
Avoidance Actions or the proceeds thereof.

As additional adequate protection, the Debtors will pay the fees
and expenses of the Agent and the Steering Group and the fees and
expenses of their respective advisors (whether incurred before or
after the Petition Date), 12 business days (if no written
objection is received within a 10-business-day notice period)
after such professional has delivered a summary invoice detailing
professional fees and expenses, with a copy of such summary
invoices to the U.S. Trustee and any official committee of
unsecured creditors (the Committee) (when and if appointed).

Prepetition and adequate protection liens and superpriority claims
of the Agent and the Secured Lenders will be subject to a carve
out for U.S. Trustee and Clerk of Court fees, and up to $250,000
in fees payable to professional employed in the Debtors' case.

The final hearing is set for January 21, 2010, at 3:00 p.m.

The agent is represented by Caroline Hubbell Yingling, Esq., at
Moore & Van Allen PLLC.

Latham, New York-based Latham International, Inc., dba Latham
Acquisition Corporation, 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.

Latham International filed for Chapter 11 bankruptcy protection on
December 22, 2009 (Bankr. D. Delaware Case No. 09-14490).  The
Company's affiliates -- Latham Manufacturing Corp.; Viking Pools,
LLC; Coverstar, LLC; and Kafko (US) Corp. -- also filed Chapter 11
bankruptcy petition.  Laura Davis Jones, Esq.; Michael Seidl,
Esq.; and Timothy P. Cairns, Esq., at Pachulski Stang Young &
Jones LLP, assist the Debtors in their restructuring efforts.
Latham International listed $50,000,001 to $100,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.


LATHAM INTERNATIONAL: Schedules Filing Extended Until Feb. 15
-------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware extended, at the behest of Latham
International, Inc., et al., the deadline for filing of schedules
and statement of affairs by an additional 25 days until
February 15, 2010.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, the
attorney for the Debtors, said that due to the number of the
Debtors' creditors, the size and complexity of the Debtors'
business, and the limited staffing available to gather, process
and complete the Schedules and Statements, the Debtors do not
believe that the automatic 30 day extension provided under Rule
1007-1(b) of the Local Rules of Bankruptcy Practice and Procedure
of the U.S. Bankruptcy Court for the District of Delaware will be
sufficient to complete the schedules and statements.

Latham, New York-based Latham International, Inc., dba Latham
Acquisition Corporation, 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.

Latham International filed for Chapter 11 bankruptcy protection on
December 22, 2009 (Bankr. D. Delaware Case No. 09-14490).  The
Company's affiliates -- Latham Manufacturing Corp.; Viking Pools,
LLC; Coverstar, LLC; and Kafko (US) Corp. -- also filed Chapter 11
bankruptcy petition.  Laura Davis Jones, Esq.; Michael Seidl,
Esq.; and Timothy P. Cairns, Esq., at Pachulski Stang Young &
Jones LLP, assist the Debtors in their restructuring efforts.
Latham International listed $50,000,001 to $100,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.


LATHAM INTERNATIONAL: Taps Pachulski Stang as Bankruptcy Counsel
----------------------------------------------------------------
Latham International, Inc., et al., have sought authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, nunc pro
tunc to the Petition Date.

PSZ&J will, among other things:

     a. provide legal advice with respect to the Debtors' powers
        and duties as debtors-in-possession in the continued
        operation of their businesses and management of their
        property;

     b. prepare necessary applications, motions, answers, orders,
        reports, and other legal papers;

     c. appear in Court on behalf of the Debtors; and

     d. prepare and pursue confirmation of a plan and approval of
        a disclosure statement.

Laura Davis Jones, Esq., a partner at PSZ&J, says that the firm
will be paid based on the hourly rates of its personnel:

             Laura Davis Jones              $825
             David Bertenthal               $695
             Joshua M. Fried                $595
             Timothy P. Cairns              $425
             David A. Abadir                $395
             Karina Yee                     $215

Ms. Jones assures the Court that PSZ&J is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Latham, New York-based Latham International, Inc., dba Latham
Acquisition Corporation, 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.

Latham International filed for Chapter 11 bankruptcy protection on
December 22, 2009 (Bankr. D. Delaware Case No. 09-14490).  The
Company's affiliates -- Latham Manufacturing Corp.; Viking Pools,
LLC; Coverstar, LLC; and Kafko (US) Corp. -- also filed Chapter 11
bankruptcy petition.  Laura Davis Jones, Esq.; Michael Seidl,
Esq.; and Timothy P. Cairns, Esq., at Pachulski Stang Young &
Jones LLP, assist the Debtors in their restructuring efforts.
Latham International listed $50,000,001 to $100,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.


LEHMAN BROTHERS: Capital Auto Says Swap Not Covered by Stay
-----------------------------------------------------------
Lehman Brothers Special Financing Inc. has sought a court ruling
to compel Capital Automotive L.P. to perform its obligations under
an ISDA master agreement.  It complained that Capital Automotive
refuses to perform its obligations under the agreement although
LBSF has not yet determined whether to assume or reject the
agreement.

Capital Automotive L.P. objects to LBSF's motion seeking to compel
CALP to make payments under an interest rate swap agreement.  CALP
complains that the Motion, characterized by the Debtors as a
straightforward application of Section 365 of the Bankruptcy Code,
is anything but.  To the contrary, the Debtors' Motion would turn
the Bankruptcy Code, and the contract between LBSF and CALP, on
its head, Andrew B. Eckstein, Esq., at Blank Rome LLP, in New
York, argues.

The Motion would eviscerate CALP's right to terminate the Swap
Agreement because of the occurrence of several "events of
default," as defined by that agreement, Mr. Eckstein further
argues.

The Motion, Mr. Eckstein complains, would (i) ignore the
Bankruptcy Code's clear directive that swap agreements are not
subject to the automatic stay at all -- a position unambiguously
acknowledged by the Debtors' lead counsel in testimony before
Congress; and (ii) attempt to hold CALP responsible for LBSF's
own delay in the parties' attempt to agree on a fixed amount to
resolve all obligations under the Swap Agreement.

Mr. Eckstein also asserts that the Motion should be denied
because the Agreement has been terminated as of December 5, 2008.

For the reasons stated, CALP asks the Court to deny the motion.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Court OKs $580 Mil. Loan Restructuring Deal
------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
approval from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to enter into a deal with a
group of lenders to protect its stake in a 14-story office
building in New York.

The deal provides for the restructuring of a $580 million loan
and LBHI's participation in a new priority debt facility of up to
$98.5 million.  A full-text copy of the term sheet detailing the
restructuring is available for free at:

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

The $580 million loan consists of $165 million provided by MEPT
200 Fifth Avenue Lender LLC to 200 Fifth Avenue Mezz LLC, and
$415 million provided by two foreign banks to 200 Fifth Avenue
Owner LLC, which holds title to the property.

In return, the foreign banks were granted lien on the property
while 200 Fifth Avenue Mezz pledged its stake in the office
building as collateral for the $165 million loan.  LBHI and its
unit, Property Asset Management Inc., also guaranteed the payment
of those loans.

200 Fifth Avenue Owner LLC is a unit of 200 Fifth Avenue Mezz, a
subsidiary of a series of entities that are wholly owned by the
joint venture among LBHI, Lehman Brothers Real Estate Fund III
L.P. and L&L Holding Company LLC.

The joint venture acquired the office building in 2007, after
which it established a corporate structure to hold its stake in
the property and allow it to syndicate much of the equity to
outside investors.  However, before the joint venture could
syndicate its equity, LBHI filed its Chapter 11 case and as a
result, retained about 90% stake in the property.

Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York,
says the restructuring, if approved by the Court, would allow
LBHI to protect its stake in the property from immediate
foreclosure by the lenders, and extend the maturity date of the
loans for up to an additional five years.

The deal would also provide for a new source of funds through the
priority debt facility, from which the joint venture would get
its capital to complete the lease-up of the office building, Mr.
Waisman says, adding that the debt facility which has a 10%
annual interest rate would provide LBHI's estate with a favorable
return on its new investment.

The restructuring deal also requires the foreign banks to waive
their claims in the sum of $840 million against LBHI that are
related to the guaranties, according to Mr. Waisman.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Court OKs Forgiveness of Brazil Unit Debt
----------------------------------------------------------
Lehman Brothers Special Financing Inc., an affiliated debtor of
Lehman Brothers Holdings Inc., sought and obtained an order from
the U.S. Bankruptcy Court for the Southern District of New YOrk
authorizing it to forgive a Brazil-based affiliate's
BRL56.7 million debt.

The amount represents a portion of the BRL82.6 million in accrued
interest on the promissory notes, which Libro Companhia
Securitizadora de Creditos Financeiros did not remit to LBSF and
LB I Group Inc.  Libro Companhia issued the notes to LBSF and LB
I Group in the sum of BRL457 million, which the Brazilian company
used to purchase its assets.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says the ruling sought by LBSF is part of its plan to sell the
Brazilian company.

LBSF, which owns substantially all of the equity of Libro
Companhia, anticipates that any prospective buyer of the
Brazilian company would require either payment or a reserve for
payment from the sale proceeds, of BRL14.5 million in taxes
payable to the Brazilian government on account of the unpaid
interest.

Under Brazilian law, interest payments to non-Brazilian residents
such as LBSF and LB I Group are subject to withholding income tax
at a rate of 15% payable at the time of remittance.

"In order to maximize proceeds from the Libro sale, LBSF and LB I
Group intend to waive and forgive a portion of the accrued
interest," Mr. Krasnow says in court papers.

Of the BRL56.7 million, LBSF will waive and forgive interest in
the sum of BRL13.5 million while LB I Group will waive and
forgive BRL43.2 million.

LBSF will also compensate LB I Group for its waiver and
forgiveness from a portion of the money, if any, that LBSF would
receive under the sale that is attributable to its equity
interest.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Gets Court Nod for Add'l $100MM for Aurora Bank
----------------------------------------------------------------
Lehman Brothers Holdings Inc. obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to invest
$100 million more in a unit of Aurora Bank FSB, Lehman's thrift
unit formerly known as Lehman Brothers Bank FSB.

Lehman wants to provide the additional money "to continue to
preserve the opportunity to realize the value of its equity
interest in the Bank for creditors, which was most recently
reported at $445 million."

Lehman explained that although the Bank's condition has for the
most part remained stable as a result of various actions taken by
the Bank and LBHI's prior actions in support of the Bank, due to a
miscalculation in the valuation of a portfolio of mortgage
servicing rights previously contributed to the Bank by LBHI and
the continued effect of fair value accounting on the Bank's
capital, the Bank at September 30, 2009 fell somewhat below the
"well-capitalized" level, and is expected to be below this level
on December 31, 2009.

Lehman says the bank must be "well capitalized" before a regulator
will approve a business plan and in the process allow
Aurora to begin receiving brokered deposits.

The proposal is due for hearing on December 16.

In June, Lehman invested $50 million in Aurora to stop a possible
seizure by Office of Thrift Supervision.  Lehman said at the time
that if OTS seized Aurora it could reduce returns to Lehman's
creditors by as much as $3.6 billion.

Aurora filed a claim for $2.2 billion related to Lehman's
agreement to buy loans from the bank.  Lehman said the claim
represents a major portion of the bank's capital.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Has Nod to Compel ZAO Citibank to Return Receipts
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
an order from the U.S. Bankruptcy Court for the Southern District
of New York that would authorize ZAO Citibank (Russia) to turn
over receipts of RUB114,995,982 to LBHI.

The amount represents a portion of the postpetition receipts that
ZAO Citibank, a unit of Citigroup Inc., automatically applied to
cover LBHI UK's account with the bank on September 15, 2008.

Citigroup is authorized under a prior stipulation with the
Debtors, which was approved by the Court early this year, to turn
over to the Debtors postpetition receipts that are deposited in
their bank accounts with Citigroup and its units throughout the
world.  However, in compliance with the requirements of Russian
banking and other laws, the Debtors opted to seek a court order
that would authorize the turnover of the postpetition receipts of
RUB114,995,982, according to the Debtors' attorney, Lori Fife,
Esq., at Weil Gotshal & Manges LLP, in New York.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes to Expand CB Richard Employment
---------------------------------------------------------
Lehman Brothers Holdings Inc. seeks the Bankruptcy Court's
authority to expand their employment of CB Richard Ellis, Inc., to
perform the necessary real estate consulting, marketing and
brokerage services in connection with Lehman Brothers Holdings,
Inc.'s leasehold interest in the 7th floor of the building located
at 85 Tenth Avenue, in New York, in accordance with an agreement
between LBHI and CBRE, dated November 11, 2009.

Pursuant to the order dated April 9, 2009, the Court authorized
the Debtors assumption of the 85 Tenth Lease.  Shortly
thereafter, the Debtors entered into an amendment of the 85 Tenth
Lease.  Pursuant to the amendment, the term of the 85 Tenth Lease
was reduced from February 28, 2017, to December 31, 2013.  The
Debtors assumed the Amended 85 Tenth Lease to retain their data
center operations at the Premises.  While the Debtors continue to
operate at that current location, because they are in the process
of winding-down their business and operations, they may not need
to occupy the Premises for the remainder of the leasehold term.
Accordingly, the Debtors have employed CBRE to perform real
estate consulting, marketing and brokerage services to assist the
Debtors with subleasing, surrendering or assigning the Premises.

Under the Listing Agreement, LBHI agrees to grant to CBRE the
exclusive right to obtain one or more subtenants for the
Premises, an assignee for LBHI's leasehold interest in the
Premises, or the surrender, cancellation, buyout or release of
LBHI's lease for space at the Premises.  Pursuant to the Listing
Agreement, CBRE agrees, among other things, to market the
Premises under advertising, canvassing, solicitation of outside
brokers, and other promotional and marketing activities as LBHI
and CBRE may agree upon, and provide LBHI with appropriate
analysis and comparison of each offer and counteroffer for a
Transaction.

Pursuant to the Listing Agreement, LBHI and CBRE have agreed
that, if the Premises are subleased or assigned, CBRE will be
compensated on a percentage fee basis.

In accordance with the commission schedule annexed to the Listing
Agreement, CBRE will be compensated by a commission calculated by
adding the sum of each of:

-- For the first full year of the lease, 5% of rent;

-- For the second and third years: 4% of rent;

-- For the fourth and fifth years: 3.5% of rent;

-- For the sixth year through and including the tenth year: 3%
    of rent;

-- For the eleventh year through and including the fifteenth
    year: 2.5% of rent;

-- For the sixteenth year though and including the twentieth
    year: 2% of rent; and

-- For the twenty-first year and thereafter: 1% of rent.

Furthermore, pursuant to section 3 of the Listing Agreement, CBRE
will be reimbursed for actual costs incurred on behalf of LBHI
related to CBRE's marketing services.

In addition, in the event of a surrender, cancellation or buyout
of a lease by the overlandlord or its designee of the Premises:
(i) CBRE's Commission will be calculated by applying the
Commission Schedule to the rents payable under the lease for the
recaptured portion of the term, after first averaging over that
portion of the term the amount (if any) paid by the overlandlord
in consideration thereof and adding those sums to those rents; or
(ii) where the overlandlord recaptures the Premises in response
to a prospective subtenant's offer to sublease, CBRE will be paid
a Commission by tenant/sublandlord.

Furthermore, pursuant to Listing Agreement, if CBRE is the sole
broker on a Transaction, LBHI has agreed to pay CBRE one full
commission as provided for in the Commission Schedule.  However,
in the event, an outside broker procures a subtenant or assignee
or recaptures LBHI's lease, LBHI has agreed to pay CBRE an
additional one-half commission for a total of one and one-half
commissions, and CBRE has agreed to compensate the successful
outside broker(s) out of the monies LBHI paid CBRE in accordance
herewith, but in no event for more than one full commission.  The
will be paid upon full execution and unconditional delivery of
the binding transactional documents and, if so required, receipt
of the overlandlord's consent.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LOCATEPLUS HOLDINGS: Has Restructuring Agreement with Lender
------------------------------------------------------------
LocatePLUS Holdings Corporation had successfully negotiated with a
major creditor, Dutchess Private Equities Fund, Ltd., to convert
over $1,800,000 of existing indebtedness plus a warrant to
purchase 1,125,000 shares of its Common Stock into 72,000 shares
of a new Series A Preferred Stock.

The 72,000 shares of new Series A Preferred Stock issued to
Dutchess have a par value of $1.00 per share and a $25 liquidation
preference.  They are restricted as to resale. They pay a dividend
of 1% per annum of the par value per share in cash or in Series A
Preferred Stock.  Holders will have a vote on any matters
affecting the Series A Preferred Stock.  The shares are
convertible at any time into restricted shares of the Company's
Common Stock at 41.66 shares of Common Stock per share of
Preferred Stock (fully converted, 3,001,680 shares of Common
Stock).  The Company can force conversion of Preferred Stock not
to exceed 4.99% of total Common Stock outstanding if the 10-day
moving average closing price per share of the Company's publicly
traded Common Stock shall exceed $.50 per share.  Holders also
have a right to "put" their shares to the Company at $25.00 per
share, not to exceed in the aggregate for any calendar quarter:
$15,000 through the last 6 months of 2010, $25,000 through the
last quarter of 2011 and $35,000 per quarter thereafter.

"We are pleased to have reached this restructuring agreement with
Dutchess and we are very hopeful that we will be able to resolve
all of our obligations with other major debt holders as well.  The
resolution of this matter is a major milestone in our Company's
recovery and another positive accomplishment in our effort to
restore and enhance shareholder value," said Geoffrey Lee,
President and Interim CEO.  "This debt restructuring, together
with our continuing efforts on other debt issues, positions us to
maximize the positive advantages of our recently available LP Live
data update and our renewed sales and revenue focus.  This is
especially so in our federal sales efforts and in our entry into
the pre-employment screening market through our recent acquisition
of Tru|Backgrounds.  We expect these initiatives, together with
existing contracts and common-sense cost containment, to have a
material positive bottom line impact.  We believe that this
forward progress will result in double-digit revenue growth from
organic and acquired sources by the end of 2010. This is, of
course, our management projection for 2010 and is not a guarantee
of operating or investment results."

                        About LocatePLUS

LocatePLUS is an industry-leading provider of investigative
solutions currently used in homeland security, anti-terrorism, and
crime fighting initiatives.  The Company acquires and synthesizes
public information in a cross-referenced, searchable database
integrated in a proprietary manner that provides rapid and
efficient access via Internet and other media to comprehensive
personal and location characteristics on data subjects even when
inquiry information is partial or incomplete.


LYONDELL CHEMICAL: Panel Wants to Halt Extra Payments to Lenders
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lyondell Chemical
Co.'s cases alleges that since the entry by the Bankruptcy Court
allowing Lyondell to access DIP financing, the DIP Lenders and the
prepetition first lien lenders have steered the restructuring of
the Debtors to their exclusive benefit.  The First Lien Lenders
have improperly received $440 million in postpetition interest
payments and $32 million in reimbursement of professional fees and
expenses as adequate protection payments, Steven D. Pohl, Esq., at
Brown Rudnick LLP, in New York, asserts.  Moreover, Jack F.
Williams, the examiner appointed in the Debtors' Chapter 11 cases,
noted in his report that at least 45% to 60% of the $100 million
plus of the Debtors' total monthly restructuring expenses relate
to adequate protection payments and professional fees in
connection with the DIP Financing, Mr. Pohl notes.

By this motion, the Committee seeks relief from the Final DIP
Order with respect to these provisions requiring:

  (i) Lyondell Chemical Company and Basell GmbH to pay all
      accrued but unpaid interest and letter of credit and other
      fees on the first business day of each month beginning on
      March 2, 2009, for the preceding month under the Senior
      Facility Prepetition Credit Agreement with respect to
      Senior Facility Loan that has not been designated as Roll
      Up Dip Loans, at the non-default contract rate under the
      Senior Facility Prepetition Loan documents; and

(ii) the Debtors to make current cash payments of all fees and
      expenses, including the reasonable fees and disbursements
      of counsel, financial and other consultants and advisors
      to, among others, the prepetition agents, LeverageSource
      III S.a.r.l., and the Ad Hoc Group of Senior Secured
      Lenders.

Mr. Pohl asserts that the application of these provisions would be
grossly inequitable and would not be allowed by the Court at this
time.  Since the final hearing on the DIP Motion, the parties-in-
interest have improved their understanding of the Debtors'
enterprise valuation and the value of the collateral securing the
loans held by the DIP Lenders and First Lien Lenders, he says.
Against this backdrop, the First Lien Lenders are undersecured and
a modification of the Final DIP Order to discontinue Adequate
Protection Payments is necessary for the benefit of the Debtors,
he insists.  Essentially, the Adequate Protection Payments are a
$40 million per month drain on the Debtors' estates without a
commensurate benefit and only serve to increase the amount needed
for exit financing, he points out.

The Court will consider the Committee's request on January 12,
2009.  Objections are due January 5.


LYONDELL CHEMICAL: Sets Up Chemical Storage Contract Protocol
-------------------------------------------------------------
An integral component of Lyondell Chemical Co.'s ' chemical and
petroleum business turns on the Debtors' ability to store these
products and the feedstocks used to make them.  Due to the
challenges that contributed to the Debtors' bankruptcy filing, the
Debtors' storage tank needs have changed since the date the
Debtors originally entered into many of their storage tank
contracts, Christopher R. Mirick, Esq., at Cadwalader, Wickersham
& Taft LLP, in New York, relates.  As part of their reorganization
efforts, the Debtors have sought to improve the terms of their
existing Storage Tank Contracts, and have engaged in active
negotiations with many of the providers of storage tank services.
As of July 9, 2009, the Debtors have not yet concluded the
negotiations over the terms of the Storage Tank Contracts
with certain storage tank providers.  A list of the Storage Tank
Contracts under negotiation is available for free at:

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

Thus, to finalize these negotiations, and to create an optimum
competitive market for the Debtors' storage business, the Debtors
seek the Court's authority to (i) establish a "request for
proposal" process with respect to the Storage Tank Contracts and
(ii) to assume or reject certain storage tank contracts at the
conclusion of the RFP Process.

The Debtors propose these procedures for the RFP Process:

* Upon the Court's approval of the Storage Tank Motion, the
   Debtors will request bids from the Storage Tank Vendors, as
   well as from third parties who may be able to provide
   comparable services.  The Debtors would receive bids through
   August 30, 2009.  In the event that a Storage Tank Vendor
   with an existing contract for the storage of certain products
   does not submit a Vendor Bid, the Debtors will treat the
   substantive terms of the extant contract as the bid of that
   Storage Tank Vendor.

* During the period of time between the expiration of the Bid
   Deadline and October 15, 2009, the Debtors will evaluate the
   Vendor Bids they have received, and engage in negotiations
   with parties submitting bids to negotiate the best possible
   overall result for the Debtors.

* Notwithstanding the commencement of the RFP Process, the
   Debtors intend to continue considering bids from those
   vendors from whom they had already solicited bids prior to
   the Storage Tank Motion and will include those bids for
   consideration during the Evaluation Period.  Accordingly,
   those previous bid solicitations, bids, and related
   negotiations are included in the RFP Process as Vendor Bids.

* Upon the conclusion of the Evaluation Period, the Debtors
   will determine which Vendor Bids, in their business judgment,
   constitute the most advantageous offers that meet the
   Debtors' storage needs, and accordingly will decide which
   Storage Tank Contracts should be assumed or rejected.

* The Debtors will pay the cure amounts to storage tank
   contracts to be assumed at the later of:

    (i) 30 days after Court approval of the Storage Tank Motion;
        Or

   (ii) other date as may be agreed to by the Debtors and the
        relevant Storage Tank Vendor.

   If a party timely objects to the Cure Amount, the Debtors
   reserve the right to ask the Court to approve the assumption
   of the Assumed Contract conditioned upon the subsequent
   determination of the Cure Amount by agreement or by Court
   order.  If the parties cannot reach agreement, or if the
   Court determines the Cure Amount and the Debtors either
   disagree with the Cure Amount or determine that assuming
   the agreement at that Cure Amount would not be beneficial,
   the Debtors reserve the right to reject the Assumed Contract
   at that time by the filing and service of a notice of
   rejection.

* In the event a Storage Tank Vendor, or other party, submits
   an offer with more competitive terms than those contained in
   an existing Storage Tank Contract with another Storage Tank
   Vendor, the Debtors reserve the right to reject the Storage
   Tank Contract in favor of accepting the more competitive bid.
   Furthermore, with respect to those storage facilities subject
   to the Rejected Contract, the Debtors will require sufficient
   time to safely and economically terminate their use of the
   storage facilities.  Thus, any rejection of a Storage Tank
   Contract will be effective 60 days after entry of
   the order approving the Storage Tank Motion.

Mr. Mirick insists that the Debtors require the Storage Tank
Contracts for their continuing business operations.  Through the
RFP Process the Debtors will create the optimum competitive
market to facilitate the resolution of the remaining Storage Tank
Contracts, thus enabling the estates to achieve the most
economical set of contracts to meet these vital business
needs, he points out. This in turn will decrease operating costs
for the Debtors and increase the value of the Debtors' estates
for their creditors and other parties in interest, he maintains.

                      Parties Object

In separate filings, Intercontinental Terminals Company LLC and
Seaway Crude Pipeline Company filed responses to the Storage Tank
Motion.

On behalf of Seaway, Peter S. Goodman, Esq., at Andrews Kurth
LLP, in New York, points out that due to the duration of Storage
and Transportation Agreements between the Debtors and Seaway,
Seaway would likely hold a significant claim for rejection
damages were its agreement rejected, he points out.  Thus, under
the Debtors' proposed procedures, although contract
counterparties would have a limited opportunity to object, the
Debtors would be at the same time entering into agreements with
other replacement vendors, making the decision a fait accompli,
he contends.

Representing Intercontinental, Steven J. Cohen, Esq., at Wachtel
& Masyr, LLP, in New York, argues that the Debtors want to use
the RFP Process as a sword to potentially exact additional
concessions from Intercontinental and similarly situated storage
tank vendors who do not know who or what they are negotiating
against.  The RFP Process as proposed prevents Intercontinental
from even knowing whether the business judgment has been adhered
to, he points out.  Despite its objections, Intercontinental asks
the Court that liquidated damages, in an amount to be pre-
determined by the Court, are awarded to storage tank vendors
whose contracts are assumed and then later rejected.

Accordingly, the Objecting Parties ask the Court to deny the
Storage Tank Motion unless the procedures are revised to address
their concerns.

                      Debtors Respond

Despite Seaway's contentions, there is no fait accompli or pre-
approval process here that in any way runs afoul of Section 365
of the Bankruptcy Code, Mr. Mirick points out.  It is the
Debtors' intention that any new Storage Tank Contract entered
into as a result of the RFP Process will become effective only
once rejection of the original Storage Tank Contract is
authorized by the Court, he clarifies.  Indeed, for the Debtors
to do otherwise would be unreasonable, as the Debtors clearly do
not want two contracts for services where only one is needed, he
argues.

Similarly, Mr. Mirick asserts that although Intercontinental may
wish to know against whom it is competing and what terms the
other party has offered in order to gauge how to bid,
Intercontinental has no right to this information either under
the Bankruptcy Code or in a non-bankruptcy context.  If
Intercontinental truly believes there is no third party against
whom it is bidding, Intercontinental can decide to call the
Debtors' bluff and refuse to bid under the RFP Process, he
argues.  In that event, the Debtors would then compare the terms
of the third party bid against the terms of the existing Storage
Tank Contract with Intercontinental and determine whether
assumption of Intercontinental's Storage Tank Contract would be
advantageous as compared to the third party's bid.  Moreover,
Intercontinental's request for liquidated damages should be
denied as the predicate for its request -- that assumed contracts
will be rejected by the Debtors -- is incorrect.

Thus, the Debtors ask the Court to grant the Storage Tank Motion
and overrule the objections.

                          *     *     *

Following a hearing, Bankruptcy Judge Robert Gerber grantd the
Storage Tank Motion.

In a separate request, in conjunction with the Storage Tank
Motion, the Debtors sought and obtained the Court's authority to
assume 17 storage tank contracts and pay the corresponding cure
amounts.  A list of the Assumed Contracts is available for free
at http://bankrupt.com/misc/Lyondell_AssumedStorageTankPacts.pdf

The applicable cure amounts will be paid within 30 days of
October 29, 2009.

Moreover, the Debtors are authorized to reject three storage tank
contracts entered with these parties:

* Magellan Terminals Holdings, LP
* Martin Operating Partnership L.P.
* Vopak Terminal Deer Park

Similarly, the Rejected Contracts are deemed rejected effective
as of 60 days after October 29, 2009, or the date as may be
agreed to by the counterparties to the Rejected Contracts.
Pursuant to Section 502(g) of the Bankruptcy Code, the holders of
rejection damages claims arising out of the rejection of the
Rejected Contracts will file a proof of claim not later than 30
days after October 29, 2009.

The Court acknowledged that four storage tank contracts have been
resolved or will be resolved by separate stipulations to be filed
with the Court.  The counterparties are:

* Intercontinental Terminals Co., LLC
* Oiltanking Houston, Inc.
* Seaway Crude Pipeline

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Court Approves PwC as Auditor
------------------------------------------------
The Bankruptcy Court approved Lyondell Chemical Co.'s application
to employ PricewaterhouseCoopers LLP, as independent auditor and
accountant to the Debtor.

In a related request, the Debtors sought and obtained the Court's
permission to expand the scope of services of PwC, to include
independent auditing and accounting services in order to assist
the Debtors.

Specifically, Gerald A. O'Brien, vice president of Lyondell
Chemical Company, disclosed that LyondellBasell Industries AF
S.C.A, and PwC entered into an engagement letter on May 1, 2009,
to provide independent auditing and accounting services as of
December 31, 2008.  Consistent with the Original Application, PwC
had to implement certain bankruptcy-specific procedures in
rendering auditing services to the Debtors, which were not
contemplated when the fee estimate, totaling $7,289,000, was
developed and paid prior to LBI's Petition Date, he said.
Currently, PwC is completing the consolidated financial
statements in accordance with international standards on
financial reporting.  Due to the delays and other bankruptcy-
related disclosures, PwC will work mutually with the Debtors,
commencing on September 1, 2009, to determine an incremental fee
to reflect the additional services required to complete the
IFRS audit.

Mr. O'Brien further disclosed that on May 4, 2009, PwC and the
Debtors entered into an engagement letter to audit the carve-out
financial statements of Debtor Millennium Chemicals, Inc. at
December 31, 2008, and for the year then ended.  The Millennium
Carve-Out Audit Services were specifically focused on Millennium
Specialty Chemicals' Flavors & Fragrances Business.  The Debtors
requested the Millennium Carve-Out Audit Services because they
thought that it was an essential part of the data room materials
necessary to attract bids for the potential sale of the Flavors &
Fragrances Business, he explained.  This work was not included in
the Application because the Debtors' audit committee did not
approve this work until after the Application was filed with the
Court, he added.

Thus, the Original Application is expanded to include PwC's
independent auditing and accounting services to assist the
Debtors, and specifically, Lyondell Chemical Company and LBI, in
the course of their Chapter 11 cases, including:

  (a) auditing the consolidated annual financial statements of
      the Supplemental Audited Companies for the fiscal year
      ending December 31, 2009, and thereafter;

  (b) expressing an opinion on management's assessment of the
      effectiveness of the Supplemental Audited Companies'
      internal controls over financial reporting as of
      December 31, 2009, and thereafter;

  (c) performing reviews of interim financial statements for the
      three-month and nine-month periods ending September 30,
      2009, and thereafter; and

  (d) rendering other audit and accounting services,
      including assistance in connection with reports requested
      of the Supplemental Audited Companies by the Court, the
      United States Trustee for Region 2, or parties-in-
      interest, as the Debtors, their attorneys, or financial
      advisors may from time to time request.

In addition, Mr. O'Brien related that on August 11, 2009, PwC and
the Debtors entered into an agreement effective as of August 3,
2009, to provide transaction advisory services related to
bankruptcy and fresh start accounting technical matters.  This
work is different from the work that SolomonEdwardsGroup, LLC is
performing, in that PwC will perform these tasks:

  (a) development of a detailed project plan, including project
      management of the Debtors' various work streams required
      to emerge from bankruptcy; advising on the requirements of
      fresh start accounting and related valuations; guidance on
      the standard industry practices regarding presentation and
      disclosure of the bankruptcy and fresh start related
      accounting; and coordination of these efforts
      internationally; and

  (b) technical and accounting support regarding accounting
      policies and standard industry practice; accounting advice
      on the authoritative pronouncements and coordination of
      these policy changes with the Debtors' accounting team and
      PwC's audit team.

In light of the additional services, PwC intends to:

  (a) charge a flat fee for

      * completion of the IFRS Audit Services;

      * the Millennium Carve-Out Audit Services, which costs are
        estimated between $325,000 and $425,000;

      * the 2009 Audit Services, which fees are estimated to be
        between $2,240,000 and $8,000,000; and

      * certain audit-related services, including services
        rendered in connection with divestitures, joint
        ventures, debt agreements, financial due diligence
        related to acquisitions and divestitures and certain
        subscription fees;

  (b) seek compensation for any additional accounting or
      advisory services on an hourly basis in accordance with
      its ordinary and customary rates in effect on the date
      services are rendered, including the Fresh Start
      Accounting Services; and

  (c) seek monthly reimbursement of actual and necessary out-of-
      pocket expenses and internal per-ticket charges for
      booking travel.

Mr. O'Brien said that PwC will still charge these customary
hourly rates:

         Professional Level            Rate per Hour
         ------------------            -------------
         Partner/Managing Directors   $400 to $1,300
         Director/Senior Manager        $250 to $800
         Manager                        $200 to $525
         Senior Associate                $140 to 275
         Associate                       $75 to $200

Moreover, the Debtors are authorized to pay PwC $1,300,000 for
the Supplemental Application.

Keith Rowden, a partner at PwC, maintains that his firm is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MADOFF SECURITIES: Placed Into Liquidation
------------------------------------------
Iain Dey at The Sunday Times reports that Madoff Securities
International Ltd., Bernard Madoff's London-based investment
business, has been formally placed into liquidation.

The report relates liquidators were appointed on Thursday to wind
up the London business, which has been described by investigators
as a personal "piggy bank" for Mr. Madoff and his family.

The move followed a winding up petition from Stephen Raven, the
former chief executive of Madoff Securities International, who is
believed to be owed wages, the report says.

A full statement of affairs is now expected within weeks, followed
soon after by a formal creditors' meeting, the report states.

The report recalls last filed accounts of Madoff Securities
International showed that the firm had GBP117 million in
shareholder funds.  Documents filed in Florida by the provisional
liquidator to the firm have indicated that its liabilities
potentially exceed US$1 billion (GBP600 million), the report
discloses.

The U.S. government has said that Mr. Madoff used the London
business to launder money as part of the cover story he created to
mask his enormous Ponzi scheme, the report recounts.  The firm was
also used as a conduit for Mr. Madoff to buy yachts and luxury
cars for himself and his family, the report notes.

                About BLMIS and Madoff Securities

London-based Madoff Securities International Limited is a money
management business of Bernard L. Madoff in the United Kingdom.

Bernard L. Madoff Investment Securities LLC and Bernard L.
Madoff orchestrated the largest Ponzi scheme in history, with
losses topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).  Roughly US$100 million to
US$500 million in assets and more than US$1 billion in debts were
listed for Madoff Securities.

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.).


MARC DREIER: Chapter 7 Trustee Strikes Deal for Domestic Support
----------------------------------------------------------------
The Wall Street Journal's Bankruptcy Beat reports Salvatore
LaMonica, the Chapter 7 trustee appointed to oversee the
bankruptcy liquidation of Marc Dreier's assets, has struck a deal
with Mr. Dreier's ex-wife Elisa P. Dreier.

The report says Mr. Dreier may now be on the hook for $106,485 in
domestic support.  The report notes Mr. Dreier has been ordered to
pay $388 million to investors he bilked in his Ponzi scheme and
the $746 million he's required to forfeit to the federal
government.

According to the report, under the deal, Elisa and her two
children with Marc are entitled to the payment to cover costs like
health insurance and SAT tutoring.

The report says Mr. LaMonica stated in bankruptcy court papers he
and Elisa arrived at the amount after "numerous discussions,"
because Mr. LaMonica challenged the validity of the bulk of the
$7.1 million claim that Elisa had filed against her ex-husband.
However, Mr. LaMonica said he agreed that it was valid for Elisa
to request payment for such expenses as $2,200 in health insurance
for her and children Spencer and Jackie, $2,400 for Jackie's
tutoring and $16,694 for Spencer's college tuition and books,
among other things.

The deal is subject to bankruptcy court approval.  The report says
if the deal is approved, Elisa would get her check within five
days.  The U.S. Bankruptcy Court for the Southern District of New
York will convene a hearing January 20 to consider approval of the
deal.

The report notes the Dreiers, who married in 1987, separated in
December 2003 before divorcing.  The report says the terms of
their separation agreement entitled Elisa and the children to
alimony, support and maintenance from Marc.

Marc Dreier founded New York-based law firm Dreier LLP --
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.=20
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).

Mr. Dreier is currently doing time in a Minnesota federal prison,
where he was sentenced to 20 years for running a $700 million
Ponzi scheme in which investors lost more than $400 million.


MIRANT CORP: Court OKs MCAR's Success Fee for Managers
------------------------------------------------------
Judge D. Michael Lynn of the United States Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, granted in
part MC Asset Recovery's request to approve the success fee for
its managers.

After considering the motion and the evidences presented at
Court, Judge Lynn:

* Entitled each Manager to receive the additional sum of
   $1,000,000 from MCAR's existing litigation recoveries,
   payable on December 21, 2009; and

* Entitled each Manager to the sum of $10,000 per month
   beginning December 1, 2009, and continuing until the
   conclusion of MCAR's litigation against Castex and
   Commerzbank, to be paid from MCAR's existing litigation
   recoveries beginning December 21, 2009.  These monthly
   payments will be in lieu of the annual fees and meeting fees
   previously approved by the Court.

Judge Lynn reserved its decision on the remainder of the relief
requested by MCAR in its Motion until the conclusion of MCAR's
litigation against:

  (i) Castex Energy, Inc., Castex Energy 1995, LP, Castex Energy
      1996, LP, and LaTerre Co., Ltd.; and

(ii) Commerzbank AG, ABN AMRO Bank N.V., Intesabci,
      S.P.A., ING Bank, N.V., The Royal Bank of Scotland PLC,
      Credit Lyonnais, Danske Bank, A/S, ANZ Investment Bank,
      Australia and New Zealand Banking Group Limited, Barclays
      Bank PLC, and BNP Paribas.

Prior to Judge Lynn's decision, Kern River Gas Transmission
Company had asked the Court to deny MCAR's Motion to approve a
success fee for managers.

David W. Elrod, Esq., at Elrod, PLLC, in Dallas, Texas, said Kern
River objected to the success fee on the grounds that it is not
warranted, as MCAR has failed to establish any entitlement to
these additional fees under Section 330 and 331 of the Bankruptcy
Code or under the Johnson factors.

Section 330 and the substantive standards of which are
incorporated in Section 331 provide that a Court may award a
professional employed under Section 327 reasonable compensation
for actual, necessary services rendered . . . and reimbursement
for actual, necessary expenses, Mr. Elrod explained.

Additionally, Mr. Elrod noted that courts determine the
reasonableness of fees and whether a bonus in excess of regular
hourly rates is justified by examining the criteria widely known
as the Johnson factors.  The twelve Johnson factors are:

(1) the time and labor required;
(2) the novelty and difficulty of the questions involved;
(3) the skill requisite to perform the legal service properly;
(4) the preclusion of other employment by the attorney due to
     acceptance of the case;
(5) the customary fee;
(6) whether the fee is fixed or contingent;
(7) time limitations imposed by the client or the
     circumstances;
(8) the amount involved and the results obtained;
(9) the experience, reputation, and ability of the attorneys;
(10) the "undesirability" of the case;
(11) the nature and length of the professional relationship with
     the client; and
(12) awards in similar cases.

MCAR reacted by asking the Court to overrule Kern River's
objection and grant the relief that MCAR requested in the Success
Fee Motion.

Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Fort Worth,
Texas, related that most of Kern River's objection is devoted to
an inapposite discussion of the factors applied in Johnson v.
Georgia Highway Express, Inc.  In effect, Kern River's objection
treats the Success Fee Motion as if the Managers were
professionals employed on an hourly basis seeking enhanced
compensation based on lodestar compensation metric.

This is obviously not the case with the Success Fee Motion.
Instead, the Managers have devoted almost four years of hard work
to the prosecution of the litigation based upon the promise that
the Court would consider an award of substantial incentive-based
compensation if and when they successfully brought the Southern
litigation to a conclusion, Mr. Prostok asserted.

The Managers have now successfully concluded the Southern
litigation for a cash settlement of $202,000,000.  Total
litigation recoveries by MCAR have been approximately
$208,000,000, Mr. Prostok avers.  This is exactly the type of
positive result that the Court intended to encourage by
fashioning a contingent, incentive-based compensation for
Managers, he stressed.

The Managers have delivered their part of the bargained for
performance.  The Managers now seek a just reward for years of
effort undertaken based on the Court's incentive-driven
compensation plan.

MCAR also submitted its Witness and Exhibit List in connection
with Success Fee Motion.

Kern River subsequently withdrew its objection.

                         About Mirant Corp

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  Mirant Corp. and certain affiliates emerged from
bankruptcy on Jan. 3, 2006.  On March 7, 2007, the Court entered a
final decree closing 46 Mirant cases.  Mirant NY-Gen LLC, Mirant
NY-Gen emerged from Chapter 11 on May 7, 2007.  On Sept. 19, 2007,
the court confirmed a Chapter 11 plan for Mirant Lovett.

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

                           *     *     *

In October 2009, Moody's Investors Service affirmed the ratings of
reorganized Mirant Corporation (B1 Corporate Family Rating) and
its subsidiaries Mirant Mid-Atlantic, LLC (Ba1 pass through trust
certificates), Mirant North America, LLC (Ba2 senior secured and
B1 senior unsecured) and Mirant Americas Generation, LLC (B3
senior unsecured).


MON VIEW: Mathies Mine Sale Hearing Scheduled for Jan. 12
---------------------------------------------------------
Mon View Mining Company has received competing offers to purchase
approximately 1,286 acres of land located in Union Township,
Pennsylvania, described as the Mathies Mine.  The Mathies Mine is
located in Washington County, Pennsylvania; the coal reserves are
recoverable from the gob pile, fines and accessible through deep
mining.  The debtor owns the real estate, all mineral rights, and
maybe oil and gas rights.  The sale will require the successful
buyer to assume the environmental obligations with regard to this
property.  The sale may, but need not, be contingent upon the
Order of Sale determining that the Assets are free and clear of
the interest of the UMWA 1993 Benefit Plan and the UMWA 1974
Pension Trust.  The sale of Assets may, but need not, be
contingent upon the Order of sale determining that the successful
purchaser is not a "successor" to the debtor and not subject to
the collective bargaining agreement with the UMW.

A hearing to approve the sale to the highest and best bidder is
scheduled for January 12, 2010, at 10:00 a.m., before the
Honorable Jeffery A. Deller in Pittsburgh.

For additional information, contact the Debtor's counsel:

        Donald R. Calaiaro, Esq.
        Calaiaro & Corbett, P.C.
        Grant Building, Suite 1105
        310 Grant Street
        Pittsburgh, PA 15219-2230
        Telephone: (412) 232-0930
        E-mail: dcalaiaro@calaiarocorbett.com

Headquartered in Finleyville, Pennsylvania, Mon View Mining
Company filed for Chapter 11 protection on Nov. 22, 2005
(Bankr. W.D. Pa. Case No. 05-50219).  When the Debtor filed
for protection from its creditors, it estimated $24,001,883
in assets and $10,545,140 in debts.


MONTECITO AT MIRABEL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Montecito At Mirabel Development, L.L.C.
          dba Montecito @ Mirabel Development, LLC
        Po Box 31090
        Mesa, AZ 85296

Case No.: 09-33899

Type of Business:

Chapter 11 Petition Date: December 31, 2009

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Randy Nussbaum, Esq.
                  Nussbaum & Gillis, P.C.
                  14500 N. Northsight Blvd. - #116
                  Scottsdale, AZ 85260
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  Email: rnussbaum@nussbaumgillis.com

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

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

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


NELSON GUERRA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Nelson Guerra
               Veronica Guerra
               2117 Chris Roark Pl.
               El Paso, TX 79936

Bankruptcy Case No.: 09-32888

Chapter 11 Petition Date: December 31, 2009

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Debtors' Counsel: Sidney J. Diamond, Esq.
                  3800 N Mesa C-4
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax : (915) 532-3355
                  Email: usbc@sidneydiamond.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/txwb09-32888.pdf

The petition was signed by the Joint Debtors.


NEW HAVEN HEALTH: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: New Haven Health Care, Inc.
          dba West Rock Health Care Facility
        34 Level Street
        New Haven, CT 06515

Bankruptcy Case No.: 09-33678

Chapter 11 Petition Date: December 31, 2009

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Debtor's Counsel: Elizabeth J. Austin, Esq.
                  Pullman and Comley
                  850 Main Street
                  P.O. Box 7006
                  Bridgeport, CT 06601-7006
                  Tel: (203) 330-2000
                  Email: eaustin@pullcom.com

                  Irve J Goldman, Esq.
                  Pullman & Comley
                  850 Main Street
                  PO Box 7006
                  Bridgeport, CT 06601
                  Tel: (203) 330-2000
                  Fax: (203) 330-2213
                  Email: igoldman@pullcom.com

                  Jessica Grossarth, Esq.
                  Pullman & Comley, LLC
                  850 Main Street
                  P.O. Box 7006
                  Bridgeport, CT 06601-7006
                  Tel: (203) 330-2215
                  Fax: (203) 257-0993
                  Email: jgrossarth@pullcom.com

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

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

The petition was signed by Anthony Pinto, vice president of the
company.


NEWCOURT INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Newcourt, Inc.
        PO Box 5040
        Texarkana, TX 75505-5040

Bankruptcy Case No.: 09-50315

Chapter 11 Petition Date: December 31, 2009

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

Judge: Brenda T. Rhoades

Debtor's Counsel: Bill F. Payne, Esq.
                  100 North Main Street
                  Paris, TX 75460-4222
                  Tel: (903) 784-4393 ext. 40
                  Email: lgarner@moorefirm.com

Estimated Assets: $

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

According to the schedules, the Company has assets of $9,769,139
and total debts of $5,787,541.

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/txeb09-50315.pdf

The petition was signed by Calvin Court, president of the Company.


NEXTMEDIA GROUP: Sec. 341 Creditors Meeting Set for Jan. 29
-----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Nextmedia
Group, Inc., et al.'s creditors on January 29, 2010, at 10:00 a.m.
at the J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, 844
King Street, Wilmington, DE 19801.

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.

Greenwood Village, Colorado-based NextMedia Group, Inc., provides
out-of-home media services through radio broadcasting and outdoor
advertising.  The Debtors operate an aggregate of 36 AM and FM
radio stations in a total of seven rated and unrated small, mid-
size and suburban markets, including the Greenville-New Bern-
Jacksonville, North Carolina area; the Saginaw-Bay City-Midland,
Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San
Jose, California; suburban Chicago; and suburban Dallas.

NextMedia Group filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14463).  The
Debtor's affiliates, NextMedia Investors LLC, et al., also filed
Chapter 11 bankruptcy petitions.  Paul N. Heath, Esq.; Michael J.
Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton &
Finger, assist the Debtors in their restructuring efforts.
NextMedia Group listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


NEXTMEDIA GROUP: Gets Court Nod to Hire BMC Group as Claims Agent
-----------------------------------------------------------------
NextMedia Group, Inc., et al., sought and obtained authorization
from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware to employ BMC Group, Inc., as noticing,
claims and balloting agent, effective as of the Petition Date.

BMC will, among other things:

     (i) serve as the Court's noticing agent to mail certain
         notices to the Debtors' creditors and parties-in-
         interest;

    (ii) provide computerized claims, claims objection and
         balloting services; and

   (iii) provide expertise, consultation, and assistance in claim
         and ballot processing and other administrative
         information related to the Debtors' bankruptcy cases.

The Debtors request authority to compensate and reimburse BMC in
accordance with the payment terms of the engagement letter for
services rendered and expenses incurred in connection with the
Debtors' Chapter 11 cases.  A copy of the engagement letter is
available for free at:

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

Tinamarie Feil, the president of BMC, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Greenwood Village, Colorado-based NextMedia Group, Inc., provides
out-of-home media services through radio broadcasting and outdoor
advertising.  The Debtors operate an aggregate of 36 AM and FM
radio stations in a total of seven rated and unrated small, mid-
size and suburban markets, including the Greenville-New Bern-
Jacksonville, North Carolina area; the Saginaw-Bay City-Midland,
Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San
Jose, California; suburban Chicago; and suburban Dallas.

NextMedia Group filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14463).  The
Debtor's affiliates, NextMedia Investors LLC, et al., also filed
Chapter 11 bankruptcy petitions.  Paul N. Heath, Esq.; Michael J.
Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton &
Finger, assist the Debtors in their restructuring efforts.
NextMedia Group listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


NEXTMEDIA GROUP: Taps Andrews Kurth as Bankruptcy Counsel
---------------------------------------------------------
NextMedia Group, Inc., et al., have sought authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Andrews Kurth LLP as bankruptcy counsel, effective as of the
Petition Date.

AK will, among other things:

     (a) advise the Debtors with respect to their powers and
         duties as debtors in possession in the continued
         operations of their businesses and management of their
         properties;

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

     (c) prepare necessary motions, applications, answers, orders,
         reports, and papers in connection with and required for
         the orderly administration of the estates; and

     (d) negotiate and prepare a disclosure statement, plan of
         reorganization and related documents.

AK will be paid based on the hourly rates of its personnel:

          Jason S. Brookner                $615
          John E. Quattrocchi              $630
          Monica S. Blacker                $550
          Paralegals                     $180-$290

Jason S. Brookner, a partner at AK, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Greenwood Village, Colorado-based NextMedia Group, Inc., provides
out-of-home media services through radio broadcasting and outdoor
advertising.  The Debtors operate an aggregate of 36 AM and FM
radio stations in a total of seven rated and unrated small, mid-
size and suburban markets, including the Greenville-New Bern-
Jacksonville, North Carolina area; the Saginaw-Bay City-Midland,
Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San
Jose, California; suburban Chicago; and suburban Dallas.

NextMedia Group filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14463).  The
Debtor's affiliates, NextMedia Investors LLC, et al., also filed
Chapter 11 bankruptcy petitions.  Paul N. Heath, Esq.; Michael J.
Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton &
Finger, assist the Debtors in their restructuring efforts.
NextMedia Group listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


NEXTMEDIA GROUP: Wants Richards Layton as Co-Counsel
----------------------------------------------------
NextMedia Group, Inc., et al., have asked for permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Richards, Layton & Finger, P.A., as bankruptcy co-counsel, nunc
pro tunc to the Petition Date.

By a separate application, the Debtors are also seeking to employ
and retain Andrews Kurth LLP as bankruptcy counsel.  Due to the
extensive legal services that will be necessary during the
Debtors' Chapter 11 cases, the Debtors submit that it is also
essential to employ RL&F as co-counsel.  The Debtors are also
required to retain Delaware counsel.  Andrews AK and RL&F have
discussed a division of responsibilities regarding representation
of the Debtors and will make every effort to avoid and/or minimize
duplication of services.

RL&F will, among other things:

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

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

     (c) perform other necessary legal services in connection with
         the Chapter 11 cases.

Michael J. Merchant, a director at RL&F, says that the firm will
be paid based on the hourly rates of its personnel:

          Paul N. Heath                        $525
          Michael J. Merchant                  $525
          Chun Jang                            $300
          Kristine G. Manoukian                $245
          Robert C. Maddox                     $230
          Jamie Schairer                       $195

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

Greenwood Village, Colorado-based NextMedia Group, Inc., provides
out-of-home media services through radio broadcasting and outdoor
advertising.  The Debtors operate an aggregate of 36 AM and FM
radio stations in a total of seven rated and unrated small, mid-
size and suburban markets, including the Greenville-New Bern-
Jacksonville, North Carolina area; the Saginaw-Bay City-Midland,
Michigan area; Canton, Ohio; Myrtle Beach, South Carolina; San
Jose, California; suburban Chicago; and suburban Dallas.

NextMedia Group filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14463).  The
Debtor's affiliates, NextMedia Investors LLC, et al., also filed
Chapter 11 bankruptcy petitions.  Paul N. Heath, Esq.; Michael J.
Merchant, Esq.; and Chun I. Jang, Esq., at Richards Layton &
Finger, assist the Debtors in their restructuring efforts.
NextMedia Group listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


NOVELOS THERAPEUTICS: Ties Bonus Plan to Success of NOV-002 Trial
-----------------------------------------------------------------
The board of directors of Novelos Therapeutics, Inc., approved on
December 8, 2009, a special bonus plan for all employees of the
Company.  The Plan provides for the payment of contingent cash
bonuses in three equal installments in aggregate amounts ranging
from 80% to 150% of annual 2009 salaries for each employee.  All
payments under the Plan are conditioned upon the achievement of
favorable results for the Phase 3 clinical trial of NOV-002 in
non-small cell lung cancer.

The first installment will become payable immediately upon the
satisfaction of both of the following conditions:

     -- the announcement results for the Phase 3 Trial showing
        statistically significant improvement in median overall
        survival; and

     -- the receipt by the Company of at least $20 million in
        proceeds from either the sale of its capital stock or a
        partnering transaction, or upon a change in control of the
        Company.

The second and third installments will be payable on the first and
second anniversaries of the announcement of the results of the
Phase 3 Trial following the satisfaction of either of these
conditions:

     -- the results of the Phase 3 Trial show 25% or greater
        improvement in median overall survival of patients
        receiving NOV-002 and chemotherapy as compared to patients
        receiving chemotherapy alone; or

     -- the results of the Phase 3 Trial show statistically
        significant improvement in median overall survival and
        United States Food and Drug Administration approves
        NOV-002 for use in the treatment of advanced non-small
        cell lung cancer in combination with first-line
        chemotherapy (paclitaxel and carboplatin) without
        requiring an additional efficacy trial.

The payment of the second and third installments is subject to
acceleration in the event of a change in control of the Company,
provided that the conditions have been satisfied.

All of the Company's employees are eligible for participation in
the Plan, including these executive officers, who were identified
as Named Executive Officers, in the Company's annual report on
Form 10-K for the year ended December 31, 2008.  If the conditions
to the payments of the bonuses provided under the Plan are
satisfied, the NEOs will receive these amounts:

                     Installment 1  Installment 2  Installment 3
                     -------------  -------------  -------------
Harry S. Palmin         $125,000       $125,000       $125,000
Christopher J. Pazoles    86,167         86,167         86,167
Kristin C. Schuhwerk     100,000        100,000        100,000

                   About Novelos Therapeutics

Based in Newton, Massachusetts, Novelos Therapeutics, Inc. is a
drug development company focused on the development of
therapeutics for the treatment of cancer and hepatitis.  Novelos
owns exclusive worldwide intellectual property rights (excluding
Russia and other states of the former Soviet Union, but including
Estonia, Latvia and Lithuania) related to certain clinical
compounds and other pre-clinical compounds based on oxidized
glutathione.

At September 30, 2009, the Company had $5,996,461 in total assets
against total current liabilities of $7,408,800, deferred revenue
-- noncurrent of $408,334, redeemable preferred stock of
$20,381,810.  At September 30, 2009, the Company had accumulated
deficit of $63,211,609 and stockholders' deficiency of
$22,202,483.

Novelos Therapeutics said it will require additional capital to
continue operations beyond the third quarter of 2010.  Novelos
Therapeutics noted the report from its independent registered
public accounting firm dated March 17, 2009 and included with its
annual report on Form 10-K indicated that factors existed that
raised substantial doubt about its ability to continue as a going
concern.


NTK HOLDINGS: Court Enters Final Decree Closing 36 Cases
--------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware entered a final decree closing 36
Chapter 11 cases of NTK Holdings, Inc., and certain of its debtor
affiliates:

Debtor                                 Case No.
------                                 --------
Nortek Holdings, Inc.                  09-13632
Aigis Mechtronics, Inc.                09-13648
Broan-Mexico Holdings, Inc.            09-13644
Broan-NuTone LLC                       09-13621
Broan-NuTone Storage Solutions LP      09-13613
CES Group, Inc.                        09-13638
CES International Ltd.                 09-13624
Cleanpak International, Inc.           09-13641
Elan Home Systems, L.L.C.              09-13642
Gefen, Inc.                            09-13619
Governair Corporation                  09-13627
GTO, Inc.                              09-13631
HC Installations, Inc.                 09-13639
Huntair, Inc.                          09-13637
International Electronics, LLC         09-13645
Linear LLC                             09-13625
Linear H.K. LLC                        09-13633
Lite Touch, Inc.                       09-13618
Magenta Research Ltd.                  09-13612
Mammoth-Webco, Inc.                    09-13636
Niles Audio Corporation                09-13635
Nordyne Inc.                           09-13630
NORDYNE International, Inc.            09-13615
Nortek International, Inc.             09-13628
NuTone LLC                             09-13629
OmniMount Systems, Inc.                09-13623
Operator Specialty Company, Inc.       09-13622
Pacific Zephyr Range Hood, Inc.        09-13614
Panamax Inc.                           09-13616
Rangaire GP, Inc.                      09-13646
Rangaire LP, Inc.                      09-13640
Secure Wireless, Inc.                  09-13620
SpeakerCraft, Inc.                     09-13626
Temtrol, Inc.                          09-13643
Xantech Corporation                    09-13634
Zephyr Corporation                     09-13617

The Court's Joint Chapter 11 Case Administration Order entered on
October 23, 2009, is modified to provide that matters in the
Chapter 11 case of Nortek, Inc., Case No. 09-13647 (KJC), and NTK
Holdings, Inc., Case No. 09-13611 (KJC), so that the Order will no
longer be jointly administered with or under the chapter 11 cases
of the Closing Debtors.

Entry of the Final Decree is without prejudice to the rights of
the Closing Debtors or any party in interest to seek to reopen the
Closing Debtors' Chapter 11 cases for cause.

Prior to the Court's entry of the Order, the Debtors informed the
Court that no parties-in-interest objected to the Motion to close
the Cases.

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products.  NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort.  Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.

Nortek, Inc. and its affiliated domestic companies announced they
completed their financial restructuring and emerged from
bankruptcy mid-December 2009.  The emergence, which came only 57
days after the filing of a prepackaged plan of reorganization,
follows confirmation of the plan on December 4, 2009 by Judge
Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


OCEAN DEVELOPMENT: Can Access $290,000 Loan for Operating Expenses
------------------------------------------------------------------
Jane Musgrave at Palm Beach Post News reports that a bankruptcy
judge authorized Ocean Development I LLC to use $290,000 loan for
operating expenses.  The loan will also be used to pay $180,000 to
the Company's crew.

Ocean Development I LLC bought Palm Beach Princess Casino Ship out
of bankruptcy in November.  The Company has less than $50,000 in
assets and debts of about $1.3 million.


PANOLAM INDUSTRIES: Apollo, Eaton Vance Acquire 78% Stake of Newco
------------------------------------------------------------------
Affiliates of Apollo Capital Management and Eaton Vance Capital
Management have acquired in the aggregate, approximately 78% of
the New Capital Stock of Panolam Holdings Co. following the
Company's emergence from bankruptcy.

As reported by the Troubled Company Reporter, the U.S. Bankruptcy
Court for the District of Delaware on December 10, 2009, entered
an order (i) approving the Disclosure Statement relating to the
Debtors' prepackaged plan of reorganization and the Debtors'
procedures for soliciting votes on the Plan and (ii) confirming
the Plan.  On December 23, 2009, the Plan became effective after
each of the conditions precedent to consummation of the Plan
enumerated in Section 9.1 of the Plan were satisfied or waived.

On the Effective Date, in accordance with the Plan, (i) holders of
the senior debt received a combination of cash and new first lien
notes in the reorganized company, (ii) holders of the senior
subordinated notes received, in exchange for the cancellation of
their notes, shares of the new common stock of the reorganized
parent and (iii) holders of the existing capital stock received,
in exchange for the cancellation of their shares, warrants to
acquire 2.5% of the New Capital Stock under certain circumstances.
The issuance of the New Capital Stock, the warrants, the New
Capital Stock to be issued upon exercise of the warrants and any
other securities pursuant to the Plan is exempt from registration
under the Securities Act of 1933, as amended, pursuant to Section
1145 of the Bankruptcy Code.

The Company has filed a Form 15 with the Securities and Exchange
Commission to deregister its 10-3/4% Senior Subordinated Notes due
2013 under Section 12(g) of the Securities Exchange Act of 1934,
as amended, and suspend the Company's reporting obligations under
Sections 13(a) and 15(d) of the Exchange Act.

               Amended and Restated Credit Agreement

On the Effective Date, Reorganized Panolam entered into an amended
and restated credit agreement with Reorganized Holdings, Credit
Suisse AG, Cayman Islands Branch, as administrative agent, and the
other lenders named therein.  Reorganized Holdings entered into an
Amended and Restated Holdings Guaranty and each of the other
reorganized subsidiaries entered into the Amended and Restated
Subsidiary Guaranty, as guarantors.  Pursuant to the Amended and
Restated Credit Agreement, the aggregate principal amount of the
Existing Revolving Loans has been reduced to an aggregate
principal amount of $15 million, $5 million of which is reserved
for letters of credit issued under the Amended and Restated Credit
Agreement, and the Existing Term Loans (as defined in the Amended
and Restated Credit Agreement) have been reduced to an aggregate
principal amount of $133,115,866.70.

Pursuant to the terms of the Amended and Restated Credit
Agreement, both the Term Loans and the Revolving Loans shall bear
interest at, at the option of Reorganized Panolam, the Eurodollar
Rate plus 6% per annum, with a Eurodollar Rate floor of 2.5% per
annum, or the Base Rate, and are secured by a first priority
perfected security interest in substantially all of the assets of
Reorganized Panolam and the Guarantors.  The revolving loan
facility matures on June 30, 2013, and the Term Loans mature on
December 31, 2013.

The Amended and Restated Credit Agreements includes customary
covenants for facilities of this type.

                   Second Lien Credit Agreement

On the Effective Date, Reorganized Panolam entered into a second
lien credit agreement with Reorganized Holdings, Apollo Laminates
Agent, LLC, as administrative agent, and the lenders named
therein.  Reorganized Holdings entered into a Second Lien Holdings
Guaranty and each of the other Reorganized Debtors that are
subsidiaries entered into the Second Lien Subsidiary Guaranty, as
guarantors.  As of the Effective Date, the aggregate outstanding
principal amount of the Loans under the Second Lien Credit
Agreement is $25 million.

Pursuant to the terms of the Second Lien Credit Agreement, the
Loans shall bear cash interest at a rate of 2% plus PIK interest
at a rate of 10% per annum, or, at the option of Reorganized
Panolam and subject to certain conditions, cash interest at a rate
of 10% per annum.  The Loans are secured by a second lien on the
same collateral as that securing the Amended and Restated Credit
Agreement, subject to the terms of an intercreditor agreement.
The Loans mature on June 30, 2014.

                     Resignation of Directors

In connection with the consummation of the Plan, effective as of
December 23, 2009, J. Ryan Clark, Jean-Pierre L. Conte, Darren J.
Gold, Hunter Nelson, Kent Wallace and Richard Gesseck resigned
from their positions as directors of each of the Debtors.

                     Appointment of Directors

Pursuant to the Plan and in accordance with the terms of the
Stockholders Agreement, a new board of directors was appointed for
each of the Reorganized Debtors, effective as of December 23,
2009, consisting of Robert J. Muller, Jr., Jason L. Perri, Avi
Katz, Larry Berg and Kelley Baccei.  There are no arrangements or
understandings pursuant to which these individuals were elected as
directors.

                     Management Incentive Plan

Pursuant to the Plan, Reorganized Holdings adopted a management
equity incentive plan, pursuant to which 5% of the New Capital
Stock was issued to Robert J. Muller, Jr., the President and Chief
Executive Officer of each of the Reorganized Debtors, Jeffrey M.
Muller, the Vice President of Human Resources, General Counsel and
Secretary of each of the Reorganized Debtors, and Vincent C.
Miceli, the Vice President and Chief Financial Officer of each of
the Reorganized Debtors, on the Effective Date, and an additional
5% of the New Capital Stock was reserved for future issuance to
certain officers and key employees of the Reorganized Debtors and
their affiliates.

                     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., assisted the Debtors in their restructuring efforts.
Perella Weinberg Partners served as the Debtors' financial
advisor.  Epiq Bankruptcy Solutions LLC acted as the Debtors'
claims agent.


PENN TRAFFIC: Tops Markets to Bid $90 Million for Assets
--------------------------------------------------------
Courier Express, citing a report of Post-Standard newspaper,
reports that Tops Markets will bid for all of Penn Traffic Co.'s
assets for $90 million, which is subject to creditors and court
approval.  Price Chopper made a $54 million offer for 22 of the
company's 79 supermarkets, and an unnamed bidder -- likely C&S
Wholesale Grocers, has offered $36.5 million for all of the
company's assets.

Interested bidders have until Jan. 21, 2010, to submit their
offers for the company's assets, report says.

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: Proposes Stevens & Lee as Co-Counsel
--------------------------------------------------
The Official Committee of Unsecured Creditors formed in Penn
Traffic Company's Chapter 11 cases seeks permission from the
Bankruptcy Court to retain Stevens & Lee, P.C., as co-counsel.

Subject to the direction of the Committee and its lead counsel
Otterbourg, Steindler, Houston & Rosen, S&L will represents the
Committee in all aspects of the case, including:

    a. advising the Committee and representing it with respect to
       proposals and pleadings submitted by the Debtors or others
       to the Court;

    b. representing the Committee with respect to any type of
       Chapter 11 plan and any proposed disposition of assets in
       this case; and

    c. attending hearings, drafting and reviewing pleadings and
       generally advocating positions which further the interests
       of the creditors represented by the Committee.

Stevens & Lee will be paid at these hourly rates:

       Personnel                       Hourly Rate
       ---------                       -----------
       Shareholder                         $525
       Of Counsel                          $355
       Associate                           $250
       Paralegal and Legal Assistant    $40 to $200

S&L has also agreed that it will charge any necessary but
otherwise unproductive travel time associated with the case at 50%
of its standard rates.

Joseph H. Huston, Jr., member of the firm, attests that S&L does
not hold or represent any interest adverse to the Debtors' estates
or the Committee or the class of creditors the Committee
represents.

                        About Penn Traffic

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: Proposes FTI Consulting as Financial Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors formed in Penn
Traffic Company's Chapter 11 cases seeks permission from the
Bankruptcy Court to retain FTI Consulting as financial advisor.

FTI will provide these services:

   -- Assistance with the assessment and monitoring of the
      Debtors' short-term cash flow, liquidity, and operating
      results;

   -- Assistance to the Committee with respect to the Debtors'
      disposition of assets or liquidation of operations;

   -- Assistance to the Committee with information and analyses
      required pursuant to the Debtors' motions regarding the use
      of cash collateral; and

   -- Assistance regarding the evaluation of employee related-
      motions and issues including severance plans, bonus
      programs, employee retention programs, pensions and other
      post retirement benefits.

The firm will be paid based on the hourly rates of its
professionals:

       Personnel                       Hourly Rate
       ---------                       -----------
       Senior managing director        $710 to $825
       Director / Managing Director    $520 to $685
       Consultant/ Senior Consultant   $255 to $480
       Administrative/Paraprofessional $105 to $210

FTI will also seek reimbursement of actual and necessary expenses.

                        About Penn Traffic

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.;
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PILGRIM'S PRIDE: Settles Claims for Illegal Hiring
--------------------------------------------------
Pilgrim's Pride Corp. (NYSE: PPC) said December 30 that it has
reached a settlement agreement with the U.S. Attorney's office for
the Eastern District of Texas and U.S. Immigration and Customs
Enforcement (ICE) in relation to a two-year investigation into
identity theft and the employment of individuals who are not
authorized to work in the United States.

Under the terms of the non-prosecution agreement, the company has
agreed to pay the federal government a total of $4.5 million over
the next three years. The agreement marks the completion of the
government's investigation, which began in 2007. No civil or
criminal charges were ever filed against the company during the
course of the investigation, and both the U.S. Attorney's office
and Pilgrim's Pride acknowledge that the settlement does not
constitute any admission of civil or criminal misconduct on the
part of Pilgrim's Pride or any of its directors, officers,
management or other employees.

In 2007 and 2008, ICE conducted worksite enforcement and identify-
theft investigations at five Pilgrim's Pride locations. As a
result of these actions, a total of approximately 338 unauthorized
workers were apprehended. Pilgrim's Pride cooperated fully with
the U.S. Attorney's office and ICE throughout the course of the
investigation.

As part of the settlement, Pilgrim's Pride recognizes that its
voluntary compliance programs can be enhanced to more accurately
identify unauthorized persons who seek or gain employment through
identity fraud or other unlawful means.

Pilgrim's Pride shares the government's goal of eliminating the
hiring or employment of unauthorized workers, and has stringent
workplace verification programs in place. All of the company's
U.S. locations voluntarily participate in E-Verify (formerly known
as the Basic Pilot/Employment Eligibility Verification Program),
which determines employment eligibility for all new hires.
However, the E-Verify/Basic Pilot program is unable to detect
identity theft situations.

Pilgrim's Pride has relied on the ICE Best Hiring Practices in
designing its immigration compliance program. These practices
include participation in E-Verify, prompt attention to Social
Security No-Match letters, and retention of outside experts in
immigration compliance to ensure that the company is doing all
that it can to verify that its employees have work authorization.
These practices also require that the company be sensitive to all
applicable anti-discrimination laws.

Pilgrim's Pride continually audits and reviews its processes and
procedures to assure continuing compliance with best hiring
practices and existing employment law. The company provides
education and training on proper hiring procedures, fraudulent
document detection, use of the E-Verify/Basic Pilot Employment
Verification Program, and anti-discrimination procedures.
Pilgrim's Pride also conducts internal and third-party audits of
I-9 forms and hiring practices on an ongoing basis, and fully
investigates any reports of alleged identity theft.

                    About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com--
employs approximately 41,000 people and operates chicken
processing plants and prepared-foods facilities in 12 states,
Puerto Rico and Mexico.  The Company's primary distribution is
through retailers and foodservice distributors.

Pilgrim's Pride Corp. filed for Chapter 11 on December 1, 2008
(Bankr. N.D. Tex. Lead Case No. 08-45664).  Weil, Gotshal & Manges
LLP served as bankruptcy counsel.  Lazard Freres & Co., LLC, was
the Company's investment bankers.  Kurtzman Carson Consulting LLC
served as claims and notice agent.  Kelly Hart and Brown Rudnick
represented the official equity committee.  Attorneys at Andrews
Kurth LLP represented the official committee of unsecured
creditors.

On Dec. 10, 2009, the Bankruptcy Court entered an order confirming
Pilgrim's Pride's Chapter 11 plan of reorganization.  The plan
relies upon a sale of the business to JBS SA.  Under the Plan,
creditors are paid in full.  Existing owners retained 34 percent
of the equity.


PLAINFIELD APARTMENTS: Files Chapter 11 Plan to Retain Assets
-------------------------------------------------------------
myCentralNewJersey.com says Plainfield Apartments LLC filed with
the U.S. Bankruptcy Court a plan of reorganization and disclosure
statement explaining that plan, which would retain all of its
properties and allow Connolly Properties Inc., manages nine of the
company's city apartments, to continue to control the apartments.

A hearing is set for February 16, 2009, to consider approval of
the company's disclosure statement, report says.

According to the disclosure statement, the plan proposes to pay
Spencer Savings Bank, who asserted $18.6 million in claim, will be
offer a one year of monthly payments of interest only then nine
years of monthly payments of principal and interest, both to be
paid on 4% interest rates.  A balloon payment of all remaining
debt would be paid at the end of the 10-year term, report relates.

The plan also proposes to peg Plainfield Municipal Utilities
Authority's claim at $100,000, then pay the amount in quarterly
installments during a 10-year period, also at 4% interest.  PMUA
asserted $450,000 million in claim against the company, report
adds.

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).


REAL ESTATE ASSOCIATES VII: Alcock Out, Bezzant In as Director
--------------------------------------------------------------
Harry G. Alcock, who served as Executive Vice President and a
member of the Board of Directors of Real Estate Associates Limited
VII's corporate general partner, resigned from these positions
effective December 15, 2009.

To fill the vacancy on the Board of Directors created by
Mr. Alcock's departure, the sole stockholder of the Corporate
General Partner elected John Bezzant, who became a director of the
Corporate General Partner, effective December 16, 2009.

Mr. Bezzant, 47, serves as a Senior Vice President of the
Corporate General Partner and Apartment Investment and Management
Company, an affiliate of the Corporate General Partner.
Mr. Bezzant joined Aimco in June 2006 as Senior Vice President -
Development.  Prior to joining Aimco, from 2005 to June 2006, Mr.
Bezzant was a First Vice President at Prologis and from 1986 to
2005, Mr. Bezzant served as Vice President, Asset Management at
Catellus Development Corporation.

As reported by the Troubled Company Reporter on December 7, 2009,
Real Estate Associates Limited VII at September 30, 2009, had
total assets of $1,770,000 against total liabilities of
$20,941,000.

Real Estate Associates Limited VII said it continues to generate
recurring operating losses.  In addition, the Partnership is in
default on notes payable and related accrued interest payable that
matured between December 1999 and December 2004.

As of September 30, 2009, and December 31, 2008, the Partnership
is obligated for non-recourse notes payable of $6,320,000 to the
sellers of the partnership interests, bearing interest at 9.5% to
10%.  Total outstanding accrued interest is $14,568,000 and
$14,127,000 at September 30, 2009 and December 31, 2008,
respectively.  The obligations and the related interest are
collaterized by the Partnership's investment in the local limited
partnerships and are payable only out of cash distributions from
the Local Limited Partnerships, as defined in the notes.  Unpaid
interest was due at maturity of the notes.  All notes payable have
matured and remain unpaid at September 30, 2009.

The Partnership disclosed it entered into an agreement with the
non-recourse note holder for six of the Local Limited Partnerships
with notes payable totaling $2,579,000 and accrued interest of
$5,992,000 at September 30, 2009, in which the note holder agreed
to forebear taking any action under these notes pending the
purchase by the note holder of a series of projects including the
properties owned by 10 of the remaining Local Limited
Partnerships.

The Partnership said management is attempting to negotiate
extensions of the maturity dates on the three notes payable that
are not subject to the forbearance agreement.  If the negotiations
are unsuccessful, the Partnership could lose its investment in the
Local Limited Partnerships to foreclosure.  In addition, the
Partnership may seek operating advances from the general partner
of the Partnership.  However, the general partner of the
Partnership is not obligated to fund such advances.

The Partnership said there is substantial doubt about its ability
to continue as a going concern.


RENEW ENERGY: All Fuels Obtains Stay of Valero Purchase
-------------------------------------------------------
ALL Fuels & Energy disclosed that its subsidiary, ALL Fuels
Jefferson, LLC, obtained a Stay Pending the Hearing on the Motion
to Reconsider the Order signed on December 17,2009, preventing
Valero Renewable Energy Company from closing its proposed purchase
of an ethanol plant owned by Renew Energy LLC.  The stay granted
today is effective until January 6, 2010, when another hearing
will be held to determine whether a stay will be granted until
January 14, 2010, the date on which ALL Fuels - Jefferson, LLC's
Motion to Reconsider is to be heard.

Renew Energy is the debtor-in-possession in a Chapter 11
bankruptcy proceeding (U.S. Bankruptcy Court, Western District of
Wisconsin, Case No. 09-10491).  The stayed sale order approves the
sale of the Renew Energy's ethanol plant to Valero Renewable
Energy Company for $72 million.

At the January 14, 2010, hearing, ALL Fuels-Jefferson, LLC intends
to present what it believes to be important information regarding
the auction and determination of the winning bid that was not
brought to the bankruptcy court's attention at the December 14,
2009, sale confirmation hearing.

"We are actively pursuing our legal options so that all of the
facts surrounding the auction of the Renew Energy ethanol plant
can come to light and be considered by the bankruptcy court.  We
believe the ALL Fuels bid of $77 million is the best opportunity
for the independent ethanol producers, farmers, Wisconsin
taxpayers, participating banks, and ALL Fuels shareholders," said
Dean Sukowatey, President and CEO of ALL Fuels & Energy.

               About ALL Fuels & Energy Company

ALL Fuels & Energy Company -- http://www.allfuelsandenergy.com/--
is a development-stage ethanol company organized to operate as an
ethanol producer.

                       About Renew Energy

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
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.


RESIDENTIAL CAPITAL: Moody's Comments on $2.7BB Capital Infusion
----------------------------------------------------------------
Moody's Investors Service said that Residential Capital LLC's's
$2.7 billion capital infusion from its parent GMAC and related
write-down of a substantial amount of its remaining held-for-
investment loan portfolio, although positive, are insufficient to
stabilize the company.  Despite these write-downs, it remains
uncertain if additional deterioration will occur in these
portfolios and whether ResCap can return to profitability.
Moody's considers ResCap's obligations to be highly speculative as
the company has been unprofitable on a quarterly basis for three
years, its liquidity position is tenuous, capital insufficient and
franchise impaired.  All ResCap ratings remain C with a stable
outlook.

The GMAC capital contribution was provided to ResCap in
conjunction with capital actions taken by the US Treasury in
regards to GMAC.  The US Treasury's actions increase GMAC's
ability to support ResCap, and the $2.7 billion capital
contribution represents the latest in a long series of actions
GMAC has taken to provide ResCap with capital and liquidity
support.  However, despite this historical support, there remains
no guarantee that GMAC will support ResCap in the future.  Should
parental support be discontinued, Moody's believe ResCap would
eventually default on its obligations and unsecured creditors
would face substantial losses.

The $2.7 billion capital injection was in the form of $1.4 billion
of mortgage loans purchased by GMAC from its subsidiary Ally Bank
(these loans had an unpaid principal value of $3.6 billion at
September 30, 2009) and contributed to ResCap, and undisclosed
amounts of cash and debt forgiveness.

In conjunction with the capital contribution, ResCap wrote down a
substantial amount of its remaining held-for-investment loan
portfolio resulting in pre-tax charges of approximately
$2.0 billion.  This included international mortgage assets with an
unpaid principal balance of $2.4 billion (book value of
$2.0 billion) written down to $0.7 billion and domestic mortgage
assets with an unpaid principal balance of $3.3 billion (book
value of $2.3 billion) written down to $1.6 billion.  These
portfolios represent the majority of ResCap's held-for-investment
portfolio, excluding on balance sheet securitizations that involve
no investor recourse to the company.

Although after these actions, the carrying value of ResCap's
residential mortgage portfolio will likely be less than 50% of the
unpaid principal balance, additional deterioration could occur in
this portfolio.  Also, other potential contingent drains on
ResCap's capital and liquidity include liabilities for loans sold
with recourse and a $1.8 billion commitment (at June 30, 2009) to
directly fund draws on home equity lines of credit in off-balance
sheet securitizations should certain triggers be met.

In regards to ResCap liquidity, the company has significant
maturities in the first half of 2010 which it is unable to service
with its current liquidity resources while staying compliant with
its covenant to maintain liquidity of $750 million daily and
unrestricted liquidity of $250 million daily.  ResCap maturities
include approximately $750 million of senior secured notes due in
May 2010, $830 of domestic senior unsecured notes due in June 2010
and $500 million of international senior unsecured notes due in
September 2010.  Additionally, ResCap had $2.0 billion of
borrowings from GMAC under a senior secured credit facility at
June 30, 2009, which matures May 2010.  ResCap's third party
secured borrowings at June 30, 2009, included $1.0 billion under a
mortgage servicing rights facility which matures May 2010.

The last rating action on ResCap was November 20, 2008, when
Moody's downgraded the company's senior secured, junior secured,
and unsecured senior debt ratings to C from Ca with a stable
outlook.


RICHARD LARSEN: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Richard E. Larsen
                 dba RL Construction
               Teri A. Larsen
               2940 E. Houston Ave
               Gilbert, AZ 85234

Bankruptcy Case No.: 09-33934

Chapter 11 Petition Date: December 31, 2009

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

Judge: Vincent P. Zurzolo

Debtors' Counsel: Robert M. Cook, Esq.
                  Law Offices Of Robert M. Cook PLLC
                  219 W Second St
                  Yuma, AZ 85364
                  Tel: (928) 782-7771
                  Fax: (928) 782-7778
                  Email: robertmcook@yahoo.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 18 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/azb09-33934.pdf

The petition was signed by the Joint Debtors.


RIVER WEST: Court to Consider Cash Collateral Access Tomorrow
-------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois, in a second interim order,
authorized River West Plaza-Chicago, LLC dba Joffco Square to:

   -- use cash collateral of Bank of America, N.A., including but
      not limited to the rental income of Joffco Square until
      January 6, 2010; and

   -- grant adequate protection to BofA.

A continued hearing on the Debtor's use of cash collateral will be
held on January 6, 2010, at 10:00 a.m.

The Debtor would use the cash collateral to pay operating and
overhead expenses of Joffco Square.

As adequate protection, the Debtor will continue operating Joffco
Square.  In addition, the Debtor will continue to make interest
payments to the lender.

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


RIVER WEST: Files Schedules of Assets and Liabilities
-----------------------------------------------------
River West Plaza-Chicago, LLC, dba Joffco Square, filed with the
U.S. Bankruptcy Court for the Northern District of Illinois its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $26,175,000
  B. Personal Property              $584,466
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,158,002
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $309,835
                                 -----------      -----------
        TOTAL                    $26,723,466      $26,467,837

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


RK REALTY ONE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: RK Realty One Associates
        1616 Walnut Street, Suite 2400
        Philadelphia, PA 19103

Bankruptcy Case No.: 09-30027

Chapter 11 Petition Date: December 30, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Chief Judge Stephen Raslavich

Debtor's Counsel: Edmond M. George, Esq.
                  Obermayer Rebmann Maxwell & Hippel, LLP
                  1617 John F. Kennedy Blvd.
                  One Penn Center, Suite 1900
                  Philadelphia, PA 19103
                  Tel: (215) 665-3140
                  Email: edmond.george@obermayer.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 Neal Rodin, general partner of the
Company.


RYNESS COMPANY: Exits Chapter 11 Bankruptcy
-------------------------------------------
The Ryness Company, one of the nation's leading full-service sales
and marketing organizations for new homebuilders and developers,
has announced it has emerged from Chapter 11 bankruptcy, less than
nine months after its bankruptcy filing in the U.S. Bankruptcy
Court, Northern District of California.

"The Ryness Company recognizes and appreciates the support of all
those who've weathered this process with us"

"The Ryness Company recognizes and appreciates the support of all
those who've weathered this process with us," said Gary Ryness,
who established the firm in 1975 and serves as its Chairman. "We
are pleased that our company is now able to focus on the future
which offers us the opportunity to continue to provide our
homebuilding and development clients with outstanding service,
data and sales solutions."

The Ryness Company continues to have solid brand recognition
within the core markets that it operates in. Gary Ryness has long
been seen as one of the homebuilding industry's sales and
marketing experts. He is a member of the California Building
Industry Hall of Fame and has served as an advisory board member
for the University of Southern California's Lusk Center for Real
Estate.

"I believe the last several years has been a historic,
extraordinarily challenging time for home builders, developers,
their related trade partners and vendors, as well as consumers,"
continued Ryness, whose company is based in Danville, CA. "As a
California-centric company, we're confident in a brighter future
for homebuilding and land development - there is record low
inventory of new homes, key markets are seeing rising prices and
there is an increased level of land acquisition activity as
builders position themselves for the long-term. For consumers,
interest rates continue at near record lows and the affordability
index is in very positive territory."

The Ryness Company -- http://www.ryness.com/-- has been at the
forefront of some of the nation's fastest growing new home markets
for nearly 35 years, working with clients in the planning, design,
sales and marketing of over 175,000 homes in over 2,000 new home
communities throughout the western United States. The company
provides strategic data, advice and counsel in such areas as land
acquisition, market research and sales and marketing management.

The company also publishes the weekly Ryness Report, providing the
homebuilding community with a comparison of sales activity between
various regions and markets, including year-to-date totals from
the same week of the previous year.

The Ryness Company, Inc. filed for Chapter 11 on Feb. 26, 2009
(Bankr. N.D. Calif Case No. 09-41466).  It said in its petition
that debts range from $10 million to $50 million.


SERVICE SUPPLY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Service Supply Distribution, LLC
        P.O. Box 749
        Cordele, GA 31010-0749

Bankruptcy Case No.: 09-12409

Chapter 11 Petition Date: December 30, 2009

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

Judge: James D. Walker Jr.

Debtor's Counsel: Ward Stone, Jr., Esq.
                  Stone & Baxter, LLP
                  577 Mulberry Street, Suite 800
                  Fickling and Co. Building
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  Email: wstone@stoneandbaxter.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/gamb09-12409.pdf

The petition was signed by Monroe Hunt, manager of the Company.


SG RESOURCES: Moody's Retains Corporate Family Rating at 'B1'
-------------------------------------------------------------
Moody's Investors Service commented that SG Resources Mississippi,
L.L.C.'s construction and operations at its Southern Pines Gas
Storage Project appears to be on schedule to attain sufficient
capacity to meet customer contract deadlines, that the total
construction costs to date for Phase I, II and III have been
reasonably close to budget, and that financial performance, while
weaker than the company's forecast, are within Moody's
expectations given its B1 Corporate Family Rating level.

The last rating action affecting SGRM occurred on August 12, 2008,
when Moody's assigned a B1 rating to its secured revolving credit
facility.

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

SGRM is 60% owned by SGR Holdings, L.L.C., and 40% ultimately by
ArcLight Energy Partners Fund II, L.P. SGR Holdings and SG
Resources Mississippi, L.L.C., are headquartered in Houston,
Texas.  ArcLight Energy Partners is headquartered in Boston,
Massachusetts.  SGRM is creating by solution mining the first
three of up to five FERC-regulated, high deliverability, salt dome
natural gas storage caverns in the Byrd Salt Dome.


SHERBURNE COMMONS: Cornerstone, Servants Buy Assets for $6 Mil.
---------------------------------------------------------------
Senior Housing News reports that Cornerstone Real Estate Funds and
Servant Healthcare Investments were named winning bidder to
acquire Sherburne Commons for $6 million.  The buyers negotiated
the purchase price with the Company's secured creditors Sovereign
Bank under a plan filed with the Court.  The closing costs and
working capital requirements will bring the total transaction to
$9.5 million.

Assisted living facility owner and operator Sherburne Commons,
Inc. -- http://www.sherburnecommons.com/-- sought Chapter 11
protection (Bankr. D. Mass. Case No. 08-18026) on Oct. 23, 2008.
THe Debtor is represented by Heather J. Zelevinsky, Esq., and
Steven T. Hoort, Esq., at Ropes & Gray LLP.  At the time of the
filing, the Debtor estimated its assets and liabilities at
$10 million to $50 million.


SIMMONS BEDDING: Plan Supplement Filed
--------------------------------------
BankruptcyData reports that Simmons filed with the U.S. Bankruptcy
Court a Plan Supplement for the Company's Joint Prepackaged Plan
of Reorganization.

According to BData, the Supplement includes these documents:
Indenture and Form 11 1/4% Senior Secured Notes due 2015,
Employment Agreements of Certain Officers for the Reorganized
Debtors, AOT Bedding Super Holdings, LLC 2010 Equity Incentive
Plan, Amended Certificates of Incorporation of the Reorganized
Debtors, AOT Bedding Super Holdings, LLC - Form of LLC Agreement,
Biographical Information of the Initial Members of the Board of
Directors and Officers of the Reorganized Debtors.

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. Delaware 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.


SKI MARKET: Financial Woe Prompts Chapter 11 Filing
---------------------------------------------------
Ski Market filed for Chapter 11 bankruptcy, citing negative impact
on consumer spending during 2008 and 2009 exacerbated the
company's financial problems, according to boston.com.  The report
notes the Company owes $4 million to South Shore  Savings Bank,
$610,000 in rent for its existing locations, and $4.5 million in
trade debt.  According to the Company, it had $22.5 million in
gross sale from April 1, 2008, to March 31, 2009.  Its gross sale
was less than $7 million from April 2009 to mid-December 2009.
Mirick O'Connell, DeMallie & Lougee LLP represents the Company.


SMARTLENS CORPORATION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: SmARTlens Corporation
        511 Woodhaven Way
        Athens, GA 30606

Bankruptcy Case No.: 09-25474

Chapter 11 Petition Date: December 31, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Herbert C. Broadfoot, II, Esq.
                  Ragsdale, Beals, Seigler, et al.
                  2400 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax: (404) 523-6714
                  Email: broadfoot@rbspg.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/ganb09-25474.pdf

The petition was signed by Wallace Randall Abney, CEO of the
Company.


SPANSION INC: Noteholders Want Plan Documents Produced
------------------------------------------------------
The Ad Hoc Committee of Convertible Noteholders formed in Spansion
Inc.'s cases asks the Court to compel the Debtors to respond to
certain of its requests for production of documents.

The Ad Hoc Committee served its first request for production of
documents on October 29, 2009, to the Debtors in connection with
the Debtors' Disclosure Statement and Joint Plan of
Reorganization.  Responses to those requests were due on
November 30, 2009.  The Ad Hoc Committee relates that, as of
December 16, 2009, the Debtors have not substantially produced the
responsive documents.

The Ad Hoc Committee asks the Court to require the Debtors to
produce these documents:

A. Gordian Hard Copy Documents:

    i. A copy of any centralized Gordian firm file related to its
       valuation analysis.

   ii. All desk files and any other hard copy documents maintained
       by Henry Owsley or the Gordian personnel working with Henry
       Owsley related to Gordian's valuation analysis.

B. Gordian Electronic Non-Email Documents:

    i. A copy of any centralized electronic Gordian firm file
       related to its valuation analysis.

   ii. All electronic desk files and any other electronic
       documents maintained by Henry Owsley or the Gordian
       personnel working with Owsley related to Gordian's
       valuation analysis.

  iii. An electronic copy of all models and spreadsheets used
       by Gordian in connection with its valuation analysis.

C. Gordian Email Documents

    i. All emails sent or received since January 1, 2009 by Henry
       Owsley or the Gordian personnel working with Owsley related
       to (i) the value of Spansion or any assets or divisions of
       Spansion, and (ii) any negotiations with representatives of
       the FRN or the Official Committee of Unsecured Creditors
       regarding the Plan.

The Ad Hoc Committee says assuming that the Debtors will produce
emails and communications from Gordian's files, and assuming that
they can provide assurance that Gordian does not systematically
delete its emails, the Ad Hoc Committee also agreed that the
Debtors' search of the Debtors' and Latham's e-mail servers and
computers for responsive e-mails could be restricted to a limited
number of areas in order to reduce the scope and expenses
associated with producing these responsive documents.

Nevertheless, the Debtors have yet to produce the responsive
documents or otherwise indicate whether those documents will be
produced.   Thus, the Ad Hoc Committee asserts that the Debtors
should be required to search and immediately produce to it these
documents:

(a) E-mail Files That Are Located on Debtors' Computers and
     E-mail Servers:

       i. E-mails related to the development of the Contingency
          Case referenced in the Disclosure Statement, including
          but not limited to the risks that were purportedly
          quantified to develop the contingency case;

      ii. E-mails related to the development of the Steady State
          referenced in the Disclosure Statement;

     iii. E-mails sent or received since June 1, 2009, from
          representatives of the Consortium or the Creditors
          Committee relating to (a) Debtors' business plan, (b)
          any valuation analysis, or (c) negotiations concerning
          the Plan;

      iv. E-mails related to a comparison of the 2nd and 3rd
          quarter 2009 actual results for Spansion to the 2009
          business plan, including whether any results should be
          characterized as non-recurring; and

       v. E-mails relating to the negotiations and value of the
          management incentive plan referenced in the Plan.

  (b) E-mail Files That Are Located on Lathams' Computers and
      E-mail Servers:

      i. E-mails sent or received since June 1, 2009, from
         representatives of the Consortium or the Creditors
         Committee relating to (a) Debtors' business plan, (b)
         any valuation analysis, or (c) negotiations concerning
         the Plan.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Creditors Committee Opposes Stock Plan
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors formed in Spansion Inc.'s cases
is urging its constituency to vote against the plan of
reorganization scheduled for approval at a Feb. 12 confirmation
hearing.  The Committee opposes provisions in the Plan giving
convertible debt to the holders of floating rate notes where the
unsecured creditors' stock holding could be "materially diluted."
The Committee also objects to how its constituents will have no
one on the board even though unsecured creditors initially receive
all the stock.  They are also opposed to an incentive plan where
management could receive more than $85 million.

According to the report, the Plan contemplates full payment to the
holders of $625 million in floating rate notes by giving them $158
million cash, $238 million in new notes, and $238 million in new
convertible notes.  Unsecured creditors are to split up some 46.3
million shares of stock.  The unsecured claim pool is made up of
$251 million in senior notes, $208 million in exchangeable
debentures, and claims of general unsecured creditors ranging
between $440 million and $841 million.  The Disclosure Statement
anticipates that unsecured creditors will recover between 31% and
45% from the stock.  The $7 million secured credit facility is to
be paid in full.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Phoenix Partners Owns 5.31% of Outstanding Stock
--------------------------------------------------------------
In a Form 13G joint filing with the U.S. Securities and Exchange
Commission, Phaeton International (BVI) Ltd. disclosed its
ownership of 2,034,034 shares of Spansion Inc. Common Stock
representing 1.80% of shares outstanding.  Other entities
disclosing ownership of Spansion shares are:

                                         Amount of
Company                                   Shares      Percentage
-------                                  ---------    ----------
Phoenix Partners, L.P.                   3,516,000       3.11%
Phoenix Partners II, L.P.                  449,966       0.40%
Morgens, Waterfall, Vintiadis & Co.,     6,000,000       5.31%
Edwin H. Morgens                         6,000,000       5.31%

As of May 11, 2009, Spansion Inc.'s outstanding common stock is
161,956,210 shares.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


STATION CASINOS: Panel Revises Plea to File LBO Suits
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors of Station Casinos Inc. filed an
amended motion asking the Bankruptcy Court for authority to file
two lawsuits:

     -- one contending the leveraged buyout in November 2007
        resulted in fraudulent transfers; and

     -- the second seeking to recharacterize the leases as
        disguised financings.

The Creditors Committee says that the 2007 buyout left the company
with $1.7 billion in new debt, a "crushing burden that offered
virtually no value in return."  The Committee believes the LBO
left the company insolvent and gives the bankruptcy court power to
unravel the transactions.  Although denominated as leases, the
Committee argues that the economic substance of the transaction
points to financings that are also voidable as fraudulent
conveyances because transfers were made without sufficient value
being given in return.  The Court will convene a hearing to
consider the request on Jan. 25.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


SUNWEST MANAGEMENT: Chelalem Fined for Stolen Money and Drugs
-------------------------------------------------------------
Hannah Hoffman at Yamhill Valley News Register reports that
Chelalem Springs Assisted Living Community owned by Sunwest
Management Inc. was charged $700 in fines resulting from two cases
involving missing narcotics and $1,152 in cash stolen from
residents.

                       About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- remains one of the largest
private senior living providers in the country and is a
significant Oregon employer.  In 2008, the company engaged
Hamstreet & Associates and Alvarez & Marsal to serve as financial
advisors. Clyde Hamstreet is founder and principal of Hamstreet &
Associates, a Portland-based, nationally recognized turnaround
firm that is leading the effort to provide quality care, preserve
value, and help Sunwest meet its obligations to creditors and
investors. Michael Grassmueck is the founder and principal of
Grassmueck Group, a national firm that specializes in fiduciary
and insolvency services, which is based in Portland, Ore.  He has
served as a trustee in bankruptcy and as fiduciary in the state
and federal courts in thousands of cases for more than 25 years.

In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


TAMARACK RESORT: Credit Suisse Faces $24-Bil. Class Suit
--------------------------------------------------------
According to various reports, Credit Suisse and the real estate
firm Cushman & Wakefield are facing a $24 billion lawsuit filed by
property owners who allege that the Swiss bank schemed to defraud
investors in several resort communities.  The plaintiffs allege
Credit Suisse and Cushman & Wakefield deliberately engineered the
failure of at least four major resort projects as part of a scheme
to take over the properties.

According to the reports, the proposed class-action lawsuit was
filed Sunday before the U.S. District Court for the District of
Idaho.  The initial plaintiffs are:

     -- Beau Blixseth, the son of Tim Blixseth and a Yellowstone
        Club property owner, and

     -- L. J. Gibson, an individual who bought property at
        Tamarack Resort in Idaho, Lake Las Vegas in Nevada, and
        Gin Sur Mer in the Bahamas.

NewWest.Net says the lawsuit alleges a host of illegal acts by
Credit Suisse and Cushman & Wakefield, including violations of the
Racketeer Influenced and Corrupt Organizations Act, fraud,
negligence and breach of fiduciary duty.

According to the Associated Press, Messrs. Gibson and Blixseth in
their lawsuit described a complex conspiracy dubbed "Loan to Own":
First, they said, the money for the resort loans came from a
separate fraudulent scheme to help Iranian banks dodge U.S.
economic sanctions.  That practice ended last month with Credit
Suisse agreeing to pay $536 million to settle a U.S. Justice
Department inquiry and to admit to violating U.S. economic
sanctions by hiding the booming Iranian business.  The Plaintiffs
also argue that Credit Suisse in 2005 used profits from the scheme
to finance a predatory-lending plot, opening a branch in the
Cayman Islands and marketing loans to high-end developers.  The
Plaintiffs contend opening the Cayman Islands branch allowed
Credit Suisse to skirt U.S. real-estate appraisal laws.  Instead
of using appraisal methods accepted in the U.S., the property
owners contend, Credit Suisse worked with Cushman & Wakefield to
develop a type of appraisal that would grossly inflate the values
of the resorts.

According to various reports, Duncan King, a spokesman for Credit
Suisse, said the lawsuit is without merit and the bank will fight
the claims.

Dwayne Doherty, a spokesman for Cushman & Wakefield, said the
allegations "are completely without merit, and we will defend
ourselves vigorously."

Michael Flynn, Esq., is the lead attorney in the lawsuit,
according to NewWest.Net.

                      About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J. Works,
Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.

                       About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.

                      About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC, represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


TARO PHARMACEUTICAL: Shareholders Disapprove Levitt's Control
-------------------------------------------------------------
Sun Pharmaceutical Industries Ltd disclosed that based on the
count of votes at Taro Pharmaceutical Industries Ltd.'s (Taro)
(Pink Sheets: TAROF) annual general meeting, Taro's minority
shareholders sent a strong message of disapproval to Barrie Levitt
and his continuing control of Taro.  Shareholders voted decisively
against the election of Taro's external director nominees.  In
addition, 78% of Taro's minority shareholders, i.e. those not
affiliated with the Levitts or Sun, voted against the continued
service of the Levitt slate of directors.  A similar number voted
against the board's indemnification proposals.

"Taro's shareholders have spoken, clearly and loudly.  Taro equity
shareholders holding more than two-thirds of its equity want to
remove the Levitts and their associates from the board.
Ironically, it is these same directors who claim to be protecting
minority shareholder interests.  It is abundantly clear to the
shareholders that the Levitts and Taro directors have
misappropriated the minority shareholder protection argument to
justify all their illegal actions. With such an unambiguous
rejection by minority shareholders, the Levitts and Taro directors
now have lost this only crutch," said Dilip Shanghvi, Chairman and
Managing Director of Sun Pharmaceuticals.

Despite the clear message from Taro's shareholders, the Levitt
family will unfortunately remain in control of Taro, for the time
being.  This is due to Taro's skewed capital structure, which
gives the Levitt family a special class of non-equity shares
holding 33 1/3% of the company's voting power.  They also used
these special non-equity shares to pass a resolution rewarding
Taro's independent directors with widely expanded indemnification
protection.  It is these same directors who have not produced
reliable financial statements since 2003 and have permitted the
Levitts unhindered use of Taro resources for their narrow personal
gains.

Mr. Shanghvi continued, "It is time that the Levitts, who own a
mere 12% of Taro's equity, hear the voice of the minority
shareholders, in whose interest they claim to be working, and stop
relying on their special founder shares to decide who will manage
Taro. After watching Taro reach the brink of bankruptcy, seeing
their shares delisted from trading, hearing endless false promises
about receiving audited financial statements, and witnessing an
unchecked drain of company resources, the shareholders have
clearly had enough.  A board of directors that cannot produce
reliable audited financial statements for almost seven years
simply should not remain in office."

The Levitt family has a signed contractual obligation to sell its
shares to Sun at a pre-defined price.  In line with this, Sun
opted to buy the Levitt family shares in June 2008.  However, the
Levitts, with full support of the Taro directors, have prevented
the close of this transaction through improper use of Taro
resources.  Taro directors initiated legal actions, at the
company's expense, in order to protect the Levitt family from
having to comply with its obligations.  The Tel Aviv District
Court ruled in favor of Sun in August 2008, and offered harsh
criticism of the conduct of Taro's directors (the same directors
who were re-elected and rewarded today by the Levitt family).
Taro and its directors, under the pretext of protecting the same
minority shareholders who have conclusively rejected them,
appealed to the Supreme Court, a decision that is awaited.


TAYLOR ANGELOS: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Taylor Angelos
          aka Darlene Angelos
          aka Darlene Henry
        PO Box 1202
        Topanga, CA 90290

Bankruptcy Case No.: 09-27618

Chapter 11 Petition Date: December 30, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: Philip D. Dapeer, Esq.
                  2625 Townsgate Rd., Ste 330
                  Westlake Village, CA 91361
                  Tel: (323) 954-9144

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 $1,158,384
and total debts of $1,715,880.

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

            http://bankrupt.com/misc/cacb09-27618.pdf

The petition was signed by Taylor Angelos.


TEKNI-PLEX: HSBC Bank USA Relaxes Financial Report Requirement
--------------------------------------------------------------
Tekni-Plex, Inc., reports that on December 8, 2009, the Company,
the guarantors party thereto and HSBC Bank USA, National
Association, as trustee, entered into: (i) a Third Supplemental
Indenture to the Indenture dated as of June 10, 2005, by and among
the Company, each of the guarantors party thereto and the Trustee,
pursuant to which the 10-7/8% Senior Secured Notes due 2012 were
issued, and (ii) a Third Supplemental Indenture to the Indenture
dated as of November 21, 2003, by and among the Company, each of
the guarantors party thereto and the Trustee, pursuant to which
the 8-3/4% Senior Secured Notes due 2013 were issued to amend the
reporting covenant in the Indentures.

The Supplemental Indentures permit the Company to post its Annual
and Quarterly Reports on its Web site rather than file such
reports on Forms 10-K and 10-Q, respectively, with the Securities
and Exchange Commission and to exclude from such reports financial
information for periods ending June 30, 2007 or earlier and the
certifications required by Section 302 of the Sarbanes-Oxley Act
of 2002.

The Indentures previously required the Company to file reports
with the SEC.  The Company does not have an obligation to file SEC
reports other than pursuant to the Indentures.  As a result, the
Company will not file reports with the SEC unless and until it is
required by law or regulation to do so. As required by the
Indentures, as amended, the Company will make the information
called for by the Indentures available through the Trustee under
the Indentures and the Company's website.

Also on December 8, 2009, the Company, the guarantors party
thereto and the Trustee entered into: (i) a Waiver under the 2012
Indenture, and (ii) a Waiver under the 2013 Indenture to waive
compliance with certain provisions of the mortgages securing the
Notes.  As previously announced by the Company, and in conjunction
with its ongoing efforts to improve business performance across
the organization, the Company ceased operations at its specialty
resins facility in Burlington, New Jersey.

The waivers permit the Company to take certain additional actions
relating to the Burlington facility to, among other things, reduce
carrying costs, including, without limitation, the dismantling and
sale of equipment and building systems, the closure and demolition
of the waste water treatment center, the demolition of all or part
of all the buildings, structures and improvements on the property
and such other activities relating to the foregoing as the Company
deems necessary, appropriate or desirable.

                        About Tekni-Plex

Tekni-Plex, Inc. -- http://www.tekni-plex.com/-- is a global,
diversified manufacturer of packaging, packaging products and
materials, as well as tubing products.  The Company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
The Company has operations in the United States, Europe, China,
Argentina and Canada.

Tekni-Plex has not filed financial reports in 2009.  On June 27,
2008, Tekni-Plex said it had initiated an internal investigation
regarding the Company's financial records.

                          *     *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Moody's Investors Service withdrew the ratings for Tekni-Plex due
to a lack of sufficient information to assess the creditworthiness
of the company.  The Company is a voluntary filer and has obtained
waivers from its lenders allowing it until December 31, 2009, to
file the required statements.  Although the Company has
successfully restructured and reduced its debt and secured
financing to continue operating, the lack of published financial
data leaves insufficient information to assess effectively the
creditworthiness of the issuer, Moody's said.  The Company has
also declined to provide any information to Moody's to facilitate
the continuation of ratings coverage.

These ratings were withdrawn:

-- $150 million 10.87% sr. secured notes due 2012, Caa1 (LGD2,
    16%)

-- $275 million 12-3/4% sr. subordinated notes due 2010, C
    (LGD5, 85%)

-- $40 million 12-3/4% sr. subordinated notes due 2010, C (LGD5,
    85%)

-- $275 million 8.75% sr. secured second lien notes due 2013,
    Caa3 (LGD3, 46%)

-- Caa3 Corporate Family Rating

-- Caa3/LD Probability of Default Rating


TH PROPERTIES: State Rep. Reichley Wants Court to Take Action
-------------------------------------------------------------
Patrick Lester at The Morning Call reports that State
Representative Dough Reichley in behalf of TH Properties home
buyer and homeowners asked a U.S. Bankruptcy Court to take
whatever actions it can to move along the company's case, and
facilitate the return of $15,000 that one homeowner desposited for
a home that was not built.

A hearing is set for Jan. 12, 2010, to consider Mr. Reichley's
request.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Barry E.
Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and
Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads
LLP represent the Debtors in their restructuring efforts.  The
Debtors listed assets between $100 million and $500,000,000, and
debts between $10 million and $50 million.


TRC NUTRITIONAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TRC Nutritional Labs, Inc.
        12320 E. Skelly Drive
        Tulsa, OK 74128

Bankruptcy Case No.: 09-14113

Chapter 11 Petition Date: December 31, 2009

Court: United States Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Dana L. Rasure

Debtor's Counsel: Mark A. Craige, Esq.
                  MorrelSaffaCraige, PC
                  3501 S. Yale
                  Tulsa, OK 74135
                  Tel: (918) 664-0800
                  Fax: (918) 663-1383
                  Email: mark@law-office.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 $9,769,139
and total debts of $5,787,541.

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/oknb09-14113.pdf

The petition was signed by Elmer G. Heinrich, president of the
Company.


TRONOX INC: Huntsman Withdraws Motion to Force Sale Deal
--------------------------------------------------------
Huntsman Pigments LLC, Huntsman Australia R&D, and Huntsman
Corporation withdrew, without prejudice, their motion for an
order directing compliance with the bidding procedures and asset
and equity purchase agreement.

Huntsman, according to Bloomberg News, has agreed in August 2009
to pay $415 million for some assets of Tronox Inc.  An auction
had been set for December 21 to seek higher bids.

"They have a consolation prize," Bloomberg quoted Judge Gropper
in court on December 22.  "They got a very large breakup fee."

The acquisition agreement provides Huntsman with a $12.5 million
breakup fee and as much as $3 million in reimbursed expenses if
Tronox cancels the deal and pursues its own reorganization.

Prior to the withdrawal of the Motion, the Debtors said that
Huntsman is understandably disappointed by their decision.
However, the Debtors aver, the AEPA does not grant Huntsman the
right to compel a different result.  Instead, the AEPA provides
Huntsman with the right to receive a break-up fee and expense
reimbursement in the event that the Debtors choose not to
consummate a sale.

The Debtors intend to pay Huntsman those amounts promptly upon
the Court's approval of the relief sought in the Replacement DIP
Motion.  Importantly, the Debtors added, their key stakeholders
support the payment of these amounts and, in fact, specifically
requested that the Debtors cancel the auction and terminate the
AEPA.

The Official Committee of Unsecured Creditors said it supports
the statement raised by the Debtors.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Secured Lenders Want Panel Fraud Suit Dismissed
-----------------------------------------------------------
The current and former prepetition secured creditors of Tronox
Inc. and its units ask the Court to dismiss the Adversary
Complaint filed by the Official Committee of Unsecured Creditors
against them.

The adversary proceeding arises out of the alleged fraudulent
scheme that gives rise to the adversary complaint commenced by
certain of the Debtors against Anadarko Petroleum Corporation and
New Kerr-McGee.

The Committee's counsel, David J. Mark, Esq., at Kasowitz, Benson,
Torres & Friedman LLP, in New York, relates that Old Kerr-McGee
created massive actual and contingent liabilities during its more
than 70-year history, which liabilities were then dumped on the
Debtors so that New Kerr-McGee's senior executives could obtain
windfall profits during a wave of lucrative consolidation in the
oil and gas industry.  In the process, however, New Kerr-McGee
left the Debtors grossly undercapitalized and without sufficient
assets to pay their existing debts and loaded down Tronox
Incorporated with additional debt thereby setting the Debtors on a
path to an inevitable bankruptcy.

Counsel to the secured lenders, Michael A. Paskin, Esq., at
Cravath, Swaine & Moore LLP, in New, York, however, counters that
the Creditors' Committee's Complaint is nothing more than a
collection of conclusions and implausible allegations that fail to
set forth a legally cognizable claim against the Prepetition
Lenders.  The entire case against the Prepetition Lenders is based
on the conclusory statement that "[o]n information and belief,
certain of the Pre-Petition Lenders had knowledge of [New Kerr-
McGee's] fraudulent scheme," Mr. Paskin argues.

According to Mr. Paskin, despite several extensions of its time
to file this adversary proceeding and months of investigation
resulting in hundreds of thousands of dollars of legal fees the
Complaint provides no specifics or detail regarding Prepetition
Lenders' purported knowledge of the alleged fraud.

The fact that the Creditors' Committee supposedly conducted an
extensive investigation before filing its claims and still cannot
allege any facts that so much as suggest any wrongful conduct by
the Defendants only highlights the Complaint's deficiency.
Indeed, the Committee's Complaint is little more than a
regurgitation of the exact same allegations contained in the
adversary complaint filed by Tronox Incorporated against its
former parent New Kerr-McGee and Anadarko Petroleum Corporation.

The Prepetition Lenders further submitted a memorandum of law
asserting that the Creditors Committee's opposition all but
concedes the Prepetition Lenders' principal arguments and
reinforces that the adversary proceeding should be dismissed with
prejudice.  Specifically:

  (a) The Creditors Committee does not dispute that it has
      failed to "expressly challenge" the stipulation in the
      Court's DIP Order that all claims against the Tronox
      Prepetition Lenders have been released;

  (b) The Creditors Committee does not dispute that it has
      failed to allege any specific facts to support an
      inference that any Prepetition Lender had any knowledge
      of Kerr-McGee's purportedly fraudulent scheme;

  (c) The Creditors Committee does not dispute that it has
      failed to allege any specific facts indicating that any
      Defendant engaged in any inequitable conduct; and

  (d) The Creditors Committee concedes that it uncovered no
      evidence of any misconduct by any Prepetition Lender -- or
      that it failed to investigate the issue -- during the
      "challenge period" that preceded the filing of the
      adversary proceeding.

Laura R. Hall, Esq., at Cravath, Swaine & Moore LLP, in New York,
filed declarations in support of the Motion.  UBS A.G. supports
the Prepetition Lenders' Motion to dismiss the Complaint.

                       Hearing Adjourned

The Court adjourns the hearing, scheduled for January 12, 2010,
on the motion to dismiss the Adversary Complaint and the pre-
trial conference with respect to the adversary proceedings
Official Committee of Unsecured Creditors of Tronox Incorporated,
et al. v. Credit Suisse, et al.,now consolidated with Tronox
Incorporated, et al. v. Anadarko Petroleum Corporation, et al.

The Court did not state as to when the hearing of those matters
will resume.

                      Parties Stipulate

The Creditors' Committee and certain defendants to the Complaint
-- current and former lenders under the November 28, 2005 Credit
Agreement -- entered into a stipulation, which was approved by
the Court, dismissing the Adversary Complaint filed by the
Creditors' Committee as to:

  (a) Credit Suisse Switzerland but not as to Credit Suisse,
      Cayman Islands Branch; and

  (b) Newedge Financial Inc.

Credit Suisse Cayman represents that Credit Suisse Cayman is the
only Credit Suisse entity that (i) is a signatory of the Credit
Agreement, (ii) is a current or former lender under the Credit
Agreement, and (iii) has ever served, and currently serves, as
Agent under the Credit Agreement.

Newedge Financial Inc. was not a Prepetition Lender, was not
involved in the Complaint and had no authority to and did not
engage in the business of providing bank lending facilities to
its customers.

On those bases, the Creditors' Committee agrees that the
Adversary Complaint will be dismissed as to Newedge Financial
Inc. but not as to any other Defendant.

The parties also ask the Court to approve the stipulation
dismissing the Adversary Complaint filed by the Creditors'
Committee as to Wave CBNA Loan Funding.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: U.S. Trustee Appoints Equity Committee
--------------------------------------------------
Pursuant to Sections 1102(a) and 1102(b) of the Bankruptcy Code,
Diana G. Adams, the United States Trustee for Region 2, appointed
seven members to the official committee of equity security holders
in the Chapter 11 cases of Tronox Inc. and its debtor affiliates
on December 29, 2009.

The Equity Committee members are:

  (a) Strategic Value Master Fund, Ltd.
      c/o Strategic Value Partners
      100 West Putnam Avenue
      Greenwich, Connecticut 06830
      Attention: Alan J. Carr
      Tel. No. (203) 618-3576

  (b) Kwok S. Wong
      25-16 Murray Street
      Flushing, New York 11354
      Tel. No. (718) 539-5914

  (c) Canyon Capital Advisors
      2000 Avenue of the Stars
      11th Floor
      Los Angeles, California 90067
      Attention: Raj V. Iyer
      Tel. No. (310) 272-1140

  (d) Chemtura Corporation Employee Savings Plan
      Fiduciary Counselors Inc.
      700 12th Street, NW
      Suite 700
      Washington, D.C. 20005
      Attention: Laura Rosenberg, Senior Vice President
      Tel. No. (202) 558-5135

  (e) Michael Flynn
      2181 Fox Chase
      Lawrenceville, Georgia 30043
      Tel. No. (770) 318-4771

  (f) Pete Esmet
      422 E. 8th Avenue
      Conshohocken, Pennsylvania 19428
      Tel. No. (856) 371-6118

  (g) R.B. Huntly and O. M. Huntly
      2605-55 Charles Street, W
      Toronto, Ontario M5S2W9, Canada
      Tel. No. (416) 929-2002

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUMP ENTERTAINMENT: Icahn Pumps $125 Million for Trump's Casinos
-----------------------------------------------------------------
The Associated Press, citing papers filed with the U.S. Bankruptcy
Court, says Carl Icahn committed another $125 million into his
initial offer to acquire three properties of Trump Entertainment
Resorts Inc. including Trump Plaza Hotel and Casino, Trump Taj
Mahal Casino Resort and Trump Marina Hotel Casino.

Mr. Icahn, The AP notes, will provide $45 million in immediate,
short-term financing and guarantee $80 million to the Company if
he does not raise a projected $225 million from another investors
through a right offering.

The Company's bondholders offered $225 million for the casinos and
proposes to give Donald Trump a 10% stake in the reorganized
company.

                   About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TRUMP ENTERTAINMENT: Confirmation Hearing to Begin February 16
--------------------------------------------------------------
Daily Bankruptcy Review last week reported that Judge Judith
Wizmur of the U.S. Bankruptcy Court for the District of New Jersey
authorized the start of voting on competing Chapter 11 plans for
Trump Entertainment Resorts Inc.

Judge Wizmur scheduled hearings starting February 16, 2010, on
confirmation of one or the other of the competing Chapter 11
plans.

DBR noted Carl Icahn emerged as a contender for the Trump casinos
in December when he bought secured debt from Beal Bank and
proposed a plan to take the Debtors out of bankruptcy.  DBR also
noted Donald Trump has backing from bondholders owed $1.25 billion
and from the company itself for a competing plan, which would be
funded by a $225 million rights offering.

DBR said Judge Wizmur allowed Mr. Trump, the Debtors' bondholders
and the Company to add new language to their plan to respond to
what bondholder attorney Kristopher Hansen, Esq., at Stroock and
Stroock and Lavan, said was "hyperbole" in the version of the
Icahn plan.

DBR reported Mr. Icahn on December 29 offered to make a
$45 million loan to the company upon confirmation of his Chapter
11 plan for is confirmed.  The $45 million short-term financing is
designed to convert to equity if an effort to raise more cash for
the Debtors falls through.  DBR noted Mr. Icahn has offered to put
$80 million cash into the company if the effort to raise money
through a rights offering fails.

DBR said Michael Walsh, Esq., at Weil, Gotshal & Manges, on behalf
of the Debtors, pointed out the rights offering in the Icahn plan
is bound to fall through, because most company bondholders have
vowed to boycott it.  A group representing 61% of Trump
bondholders back the Donald Trump plan.  They are pledged to spurn
Mr. Icahn's rights offering and raise $225 million instead to fund
their own plan.

If the bondholders' plan is confirmed, investors owed $1.25
billion will get most of the company, while Donald Trump and
daughter Ivanka get a 5% to 10% slice.  The Trump plan gives most
of the company to bondholders led by hedge fund Avenue Capital
Management.

If Mr. Icahn wins, he gets the three-casino company in exchange
for the secured debt stake he bought from Trump's former ally and
lender, Beal Bank.

                          Regulators' Nod

DBR said the winner of the bankruptcy court fight still needs the
blessing of the New Jersey Casino Control Commission.

According to DBR, Mr. Icahn said the bondholders who are backing
Donald Trump are "unlikely to obtain" regulatory approvals.
According to Icahn, the fatal flaw in the bondholders' plan is an
insistence by Avenue Capital Management that its investors be
exempt from qualification as financial sources.

DBR said the bondholders argue Mr. Icahn "faces substantial
regulatory risks" because he is already taking over the Tropicana
Atlantic City Resort & Casino, and adding the three Trump casinos
will give him too much power over the boardwalk gambling scene.

The DBR also said Mr. Icahn has pledged to pay a $50 million
penalty if his Chapter 11 plan wins the confirmation contest but
fails to clear regulatory hurdles within nine months.

                   About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UNITED AIR: Moody's Assigns 'B3' Rating on $500 Mil. Notes
----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the planned
private offering of $500 million first lien senior secured notes
due July 2013 of United Air Lines, Inc.  Moody's is maintaining
all of its other ratings of United and of its parent, UAL
Corporation.  The outlook is negative.

The proceeds of the Notes will be used for general corporate
purposes, including upcoming debt maturities.  United's
obligations under the Notes will be guaranteed on a senior
unsecured basis by UAL and UAL's subsidiaries that are guarantors
or direct obligors under its senior secured credit facility.  The
obligations under the Notes' indenture will be secured by a first
priority lien in United's routes between Japan and the United
States and beyond Japan to other countries, including United's
Fifth Freedom Rights to carry local traffic between Japan and
other countries (United currently serves Seoul, Bangkok, Singapore
and Taipei from Tokyo's Narita Airport).  The collateral pool
includes the routes, takeoff and landing slots and airport gate
leaseholds related to serving these routes.

Moody's applied its Loss Given Default rating methodology when
assigning the ratings to the Notes.  As first lien secured debt
obligations comprise an overwhelming majority of the LGD waterfall
of UAL, this priority of claim (including the Notes) receives only
a one-notch uplift above the Caa1 corporate family rating under
the LGD methodology.  Moody's did not model a deficiency claim on
the Notes as it believes the disposition of the collateral pool
would cover the Notes obligations with sufficient cushion,
notwithstanding that there would be only a handful of potential
purchasers in the event the routes were to be marketed.  This is
because the bilateral agreements between Japan and the U.S.
require that United's routes can only be operated by U.S.
carriers.  Moody's believe that notwithstanding the recent "Open
Skies" agreement between the U.S. and Japan, the routes should
still retain a value in excess of $500 million because Narita is
an important gateway to Asia and is likely to remain a slot
constrained airport, notwithstanding upcoming capacity cuts by
Japan Airlines International Co., Ltd. (Caa1, rating on review for
possible downgrade).

The last rating action was on November 16, 2009, when Moody's
assigned ratings to United's Series 2009-2 Enhanced Equipment
Trust Certificates.

Assignments:

Issuer: United Air Lines, Inc.

  -- Senior Secured Regular Bond/Debenture, Assigned B3, LGD3, 34%

United Air Lines, Inc., and its parent UAL Corporation are based
in Chicago, Illinois.  United is one of the largest passenger
airlines in the world.


UOMO MEDIA: Posts $82,358 Net Loss in October 31 Quarter
--------------------------------------------------------
Uomo Media Inc. reported a net loss of $82,358 on revenue of
$360,087 for the three months ended October 31, 2009, compared
with a net loss of $113,101 on revenue of $152,849 for the same
period ended October 31, 2008.

For the six months ended October 31, 2009, revenue was $611,237
and net loss was $182,130, compared to revenue of $468,074 and net
loss of $217,270 for the same period ended October 31, 2008.

                          Balance Sheet

At October 31, 2009, the Company reported total assets of
$1,109,482 and total liabilities of $1,809,393, resulting in a
$699,911 shareholders' deficit.

The Company's interim consolidated balance sheets at October 31,
2009, also showed strained liquidity with $409,693 in total
current assets available to pay $1,360,245 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?4cd9

                       Going Concern Doubt

The Company has reported net losses of $182,130 and $217,270 for
the six months ended October 31, 2009, and 2008, respectively and
has an accumulated deficit of $1,249,139 and stockholders'
deficiency of $699,911 as at October 31, 2009.

"Our continued operations are contingent on our ability to raise
additional capital and obtain financing and success in future
operations.  If we do not acquire sufficient additional funding or
alternative sources of capital to meet our working capital, we may
have to substantially curtail our operations and business plan.
If we do not achieve sufficient revenues to meet our future
obligations, we intend to seek sufficient financial resources by
issuing shares of common stock, borrowing cash from a bank or one
of our directors, or a combination of these activities.  We may be
unable to obtain additional financing using any of these methods.

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

                         About Uomo Media

Based in Toronto, Canada, Uomo Media Inc. (OTC BB: UOMO) --
through its subsidiaries, provides music publishing, digital music
and video, recorded music and production, and talent management
services.


VERIFONE HOLDINGS: Moody's Affirms 'B1' Corporate Family Rating
---------------------------------------------------------------
Moody's affirmed VeriFone's corporate family rating at B1 and
revised the rating outlook to stable from negative.  The rating
outlook change reflects Moody's views that the company will be
able to stem the decline in its revenues and show modest growth,
while maintaining its EBITDA margins and strong free cash flow
generation.  Verifone has demonstrated modest sequential revenue
growth, while improving profitability and EBITDA over the last few
of quarters, such that its debt leverage has reduced to 4.4x as of
fiscal year ended October 31, 2009, from 5.6x for FY 2008.  In
addition, the company has improved its liquidity profile and has a
cash balance of $325 million as of October 31, 2009.  The
affirmation of VeriFone's B1 CFR also recognizes the remediation
of three of the four material weaknesses identified during the
restatement process.  Currently, there are initiatives underway to
remediate the remaining material weakness.

VeriFone's B1 CFR reflects the company's leadership position in
the POS electronic payment device market, PCI security compliance
mandates by credit card processors, which are expected to drive
existing device upgrades for U.S. merchants, good geographic and
end-market diversification with relatively strong growth in
emerging markets (albeit at lower margins), and expanded product
mix.  The B1 rating also derives support from the company's strong
liquidity position.  Furthermore, VeriFone is also well positioned
to benefit from the overall secular shift from traditional paper-
based transactions to electronic-based payment solutions in
addition to the need for improved security standards.  VeriFone's
B1 CFR is constrained by the company's moderately high financial
leverage, increased competitive landscape as a result of industry
consolidation, and shareholder litigation overhang from its
accounting restatement.

VeriFone's stable rating outlook reflects Moody's expectation that
the company will be able to stem its revenue declines through
strong growth in international markets, petroleum business, retail
banking solution and taxi business, while maintaining its
profitability, significant free cash flow, strong liquidity and
leading market share.

This rating was affirmed:

* Corporate Family Rating -- B1
* Probability of Default Rating -- B1

These LGD point estimates were changed:

* $40 million senior secured revolving credit facility due 2012 to
  Ba2 (LGD2, 21%) from Ba2 (LGD2, 22%)

* $226 million senior secured term loan due 2013 to Ba2 (LGD2,
  21%) from Ba2 (LGD2, 22%)

The rating outlook is stable.

The last rating action was on November 18, 2008, when Moody's
confirmed VeriFone's corporate family rating at B1 and revised the
outlook to negative.  Simultaneously, Moody's raised VeriFone's
senior secured debt ratings to Ba2 from B1 and raised the
probability of default rating to B1 from B2 due to a change in the
company's capital mix.

Headquartered in San Jose, California, VeriFone is a global market
leader in the development and marketing of secure POS electronic
payment solutions.  The company offers a variety of POS electronic
payment devices that run proprietary or third-party operating
systems, security and encryption software, which are used to
process a wide variety of payment types including signature and
PIN entry debit cards, credit cards, contactless cards, and
electronic bill payments.  VeriFone's payment systems are
available in different wireline and wireless configurations and
are marketed to various financial, retail, hospitality, petroleum,
transportation, government and healthcare vertical markets.
Revenues and EBITDA (Moody's adjusted) for the twelve months ended
October 31, 2009, were $845 million and $130 million,
respectively.


VILLAGE HOMES: Two Homebuilders to Acquire Assets for $21.9 Mil.
----------------------------------------------------------------
Margaret Jackson at denverpost.com reports that Homebuilder
Capital Solutions, unit of Colorado & Santa Fe Real Estate, and
Lowe Enterprises teamed up to acquire Village Homes' assets
including 57 homes and 950 lots for $21.9 million.

Ms. Jackson notes Homebuilder Capital provided the majority of the
financing for the deal while Lowe will be the managing operating
partner.

Headquartered in Greenwood Village, Colorado, Village Homes of
Colorado Inc. develops and builds residential communities.  The
Debtor filed for bankruptcy on November 6, 2008 (Bankr. D. Colo.
Case No. 08-27714).  The Hon. A. Bruce Campbell presides over the
case.  Garry R. Appel, Esq., at Appel Lucas, in Denver, Colorado,
acts as the Debtor's bankruptcy counsel.  When it filed for
bankruptcy, the Debtor reported $103,898,087 in total assets, and
$138,414,003 in total debts.


VION PHARMACEUTICALS: Discloses FDA Conclusion
----------------------------------------------
Vion Pharmaceuticals Inc. disclosed that the U.S. Food and Drug
Administration responded to its Special Protocol Assessment
request to evaluate the Phase III randomized trial HOVON AML 92
sponsored by the Dutch-Belgian Cooperative Group for Hematology
Oncology of its lead product Onrigin(TM).  The FDA raised concerns
with the HOVON trial design as submitted regarding the primary
endpoint and study regimen.  The modifications requested by the
FDA would require a new Phase III trial at significant additional
time and expense.

Vion will evaluate whether to file another SPA for an alternative
randomized Phase III trial within the next two weeks. In this
context, the SPA process is intended to evaluate a Phase III
protocol whose data will form the primary basis for an efficacy
claim.  The Phase III randomized trial in acute myeloid leukemia
("AML") is in response to the FDA's complete response letter to
Vion's New Drug Application for Onrigin(TM) requiring that a
randomized trial be conducted to support the approval of
Onrigin(TM) for the treatment of AML.

On December 17, 2009, Vion filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court in the District of Delaware.  Vion
has retained the services of Roth Capital Partners, LLC to assist
with the sale of the Company and/or its key assets during the
Chapter 11 proceeding.


VISTA RIDGE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Vista Ridge Development, LLC
          dba Chartered Homes of Colorado
        1927 Windemere Lane
        Erie, CO 80516

Bankruptcy Case No.: 09-37789

Chapter 11 Petition Date: December 30, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Debtor's Counsel: Garry R. Appel, Esq.
                  1917 Market St., Ste. A
                  Denver, CO 80202
                  Tel: (303) 297-9800
                  Email: appelg@appellucas.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 $5,046,339
and total debts of $6,786,430.

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/cob09-37789.pdf

The petition was signed by Ward Ritter, manager of the Company.


VISTEON CORP: Court Directs Fee Examiner in Chapter 11 Cases
------------------------------------------------------------
Bankruptcy Judge Christopher Sontchi for the District of Delaware
opined that the appointment of a fee examiner is necessary and
appropriate in the bankruptcy cases of Visteon Corporation and
its debtor affiliates.

The Court acknowledged that the size and complexity of the
Debtors' cases will result in the filing of numerous and lengthy
professional fee applications.  In this regard, the Court held
that that the appointment of a fee examiner, pursuant to Rule
9017 of the Federal Rules of Bankruptcy Procedure, Rule 106 of
the Federal Rules of Evidence and Rule 2016-2 (j) of the Local
Rules of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware, is in the best
interests of the Debtors, estates, their creditors and all
parties-in-interest.

Judge Sontchi has directed the Debtors and the Official Committee
of Unsecured Creditors to confer regarding the appointment of a
fee examiner and the establishment of related procedures
concerning the fee examiner's review of professional fee
applications in these Chapter 11 cases.

"No interim or final fee applications [will] be considered by the
Court prior to the review by the fee examiner and the submission
of a report to the Court," Judge Sontchi ruled.

The Court ordered the Debtors, with the consent of the Creditors
Committee, to submit by later than March 3, 2010, a proposed
order regarding the fee examiner appointment and the
establishment of related review procedures.

                         About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


VISTEON CORP: Unsec. Creditors Also Want to Probe Hyundai-Kia
-------------------------------------------------------------
To recall, the Official Committee of Unsecured Creditors in
Visteon Corp.'s cases is asking the Bankruptcy Court for authority
to promptly begin discovery of Visteon in connection with its
proposed reorganization plan.   The Committee says it now feels
confident that Visteon's proposed reorganization plan, which
contemplates a wipe out of unsecured creditors, "ultimately will
not be confirmed."

The Creditors Committee is now also seeking leave from the Court
to conduct discovery on Hyundai-Kia Automotive Group.  The
Committee specifically asked the Court to allow them to serve
subpoenas to Hyundai-Kia to compel:

  (a) the production of certain documents and information, a
      complete list of which is available for free at:

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

  (b) the depositions of Hyundai-Kia on these topics:

       -- Hyundai-Kia's relationship with Halla Korea;

       -- dividends and leverage policies for Halla Korea;

       -- Hyunda-Kia's business practices and restrictions with
          regard to leverage and dividend policies for its major
          suppliers; and

       -- Visteon's Plan, including discussions with Visteon
          regarding cash repatriation and dividends from Halla
          Korea.

According to Mr. Stark, the requested Discovery pertaining to
Hyundai-Kia aims to investigate, by documents and deposition
testimony, whether and to what extent Hyundai-Kia seeks to exert
influence over Halla Korea's leverage, dividend policy, and any
sale of Halla Korea's equity.

The documents and information sought are relevant to the
investigation of the acts, conduct, property, liabilities and
financial condition of the Debtors, the Committee insists.
Moreover, the Committee requires the Information to properly
evaluate the Debtors' assumptions in the Plan regarding debt
capacity, Mr. Stark explains.

The Court will convene a hearing to consider the Committee's
requests on January 21, 2009.  Objections, if any, must be filed
by January 14.

                         About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


VISTEON CORP: Wants to Reject Siemens Equipment Lease Pact
----------------------------------------------------------
Visteon Corp. and Siemens Financial Services, Inc., are parties to
a Master Equipment Lease Agreement dated August 31, 2004, and
certain related schedules, which include (i) Leasing Schedule
Nos. 1 and 2 dated September 15, 2004, (ii) Leasing Schedule No.
3 dated October 29, 2004, (iii) Leasing Schedule No. 4 dated
November 15, 2004, (iv) Leasing Schedule No. 5 dated November 30,
2004, and (v) Leasing Schedule No. 6, under which the Debtors
lease from Siemens certain office furniture and fixtures.

The Property leased by the Debtors is comprised of the
workstations and free-standing cubicles that provide open-plan
office space for Visteon employees throughout Visteon's office
complex that are necessary for the Debtors' operations.

The Lease, which will expire in 2011, requires a monthly payment
of $194,000, for which the Debtors have not paid since the
Petition Date.  The aggregate amount of payments remaining under
the Lease, including missed payments since the Petition Date,
equal $5.4 million, Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, tells the Court.

"Replacing the Property would be prohibitively expensive, likely
costing in excess of $5 million, as well as disruptive to
Visteon's business, hindering Visteon's reorganization efforts,"
Ms. Jones notes.

Accordingly, the Debtors and Siemens have reached an agreement
under which Siemens will sell, and the Debtors will purchase the
Property, for $2.5 million pursuant to Section 363(b)(1) of the
Bankruptcy Code.  The Settlement Agreement also provides for
Siemens' waiver and release of all prepetition, administrative
expense and lease rejection claims and the Debtors' waiver and
release of any claims they may have against Siemens relating to
the Lease, including avoidance actions under Chapter 5 of the
Bankruptcy Code.

Ms. Jones specifies that the Debtors paid three monthly Lease
payments, totaling $387,000, to Siemens within the 90-day period
prior to the Petition Date.  Hence, Siemens may have sufficient
defenses to greatly reduce or eliminate potential recovery on any
avoidance actions.

Through the rejection of the Lease and purchase of the Property,
the Debtors will own the Property rather than lease, Ms. Jones
points out.  This will allow the Debtors, she notes, to retain
the Property beyond the expiration of the Lease.  Moreover, as a
result, the Debtors will save approximately $2.9 million and
avoid the disruption and prohibitive costs of replacing the
Property, Ms. Jones avers.

Siemens's waiver constitutes release of all claims against the
Debtors, including significant administrative claims and lease
rejection claims.  "The $2.9 million savings [that the Debtors]
will realize from this transaction more than compensates for its
release of potential avoidance actions," Ms. Jones asserts.  "The
transaction avoids the costs associated with litigation and
represents a reasonable compromise."

Judge Sontchi will convene a hearing on January 21, 2010, to
consider approval of the Sale.  Objections, if any, must be filed
on or before January 14, 2010.

                         About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon and 30 of its affiliates filed for Chapter 11 protection
on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through
09-11818).  Judge Christopher S. Sontchi oversees the Chapter 11
cases.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and
James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Debtors in their restructuring efforts.
Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P.
Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, serve as the Debtors' local
counsel.  The Debtors' investment banker and financial advisor is
Rothschild Inc.  The Debtors' notice, claims, and solicitation
agent is Kurtzman Carson Consultants LLC.  The Debtors'
restructuring advisor is Alvarez & Marsal North America, LLC.

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


WALKING COMPANY: Taps Kurtzman Carson as Claims & Noticing Agent
----------------------------------------------------------------
The Walking Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California for
authority to employ Kurtzman Carson Consultants LLC as claims and
noticing agent.

KCC will, among other things:

   -- prepare and serve required notices in the Chapter 11 cases;

   -- maintain copies of all proofs of claim and proofs of
      interest filed in the case at a location other than where
      the originals are maintained; and

   -- implement necessary security measures to ensure the
      completeness and integrity of the claims register as
      approved by the Clerk of the Court.

KCC received a $20,000 retainer as security for the Debtors'
obligations.

The hourly rates of KCC personnel are:

     Senior Managing Consultant                 $295
     Senior Consultant                   $255 - $275
     Consultant                          $165 - $245
     Technology/Programming Consultant   $145 - $195
     Project Specialist                   $80 - $140
     Clerical                             $45 -  $65
     Weekend, holidays and overtime       Waived

To the best of the Debtors' knowledge, KCC is a "disinterested
person" as that term is defined in Section 101(14) of the
bankruptcy Code.

                      About The Walking Company

Headquartered in Santa Barbara, California, The Walking Company --
dba Alan's Shoes, Footworks, Overland Trading Co, Sole Outdoors,
Martini Shoes, and TWC Acquisition Corporation -- consists of two
distinct retail operations, which are largely focused on TWC,
which is a leading specialty retailer of comfort footwear,
operating 210 stores in premium malls across the nation.

The Walking Company filed for Chapter 11 bankruptcy protection on
December 7, 2009 (Bankr. C.D. Calif. Case No. 09-15138).  Its
affiliate, Big Dog USA, Inc., also filed for bankruptcy (Case No.
09-15137).  Andy Kong, Esq., at Arent Fox LLP assists the Debtors
in their restructuring efforts.  The Walking Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


WESTON RANCH DEVELOPMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Weston Ranch Development, LLC
        Po Box 31090
        Mesa, AZ 85275

Bankruptcy Case No.: 09-33901

Chapter 11 Petition Date: December 31, 2009

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Randy Nussbaum, Esq.
                  Nussbaum & Gillis, P.C.
                  14500 N. Northsight Blvd. - #116
                  Scottsdale, AZ 85260
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  Email: rnussbaum@nussbaumgillis.com

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

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

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

The petition was signed by Billy G. Johnson, manager of the
Company.


WHITEHALL JEWELERS: Has Until January 31 to Access Cash Collateral
------------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized WJ Holdings Liquidating Company fka
Whitehall Jewelers Holdings, Inc., et al., to:

   -- use their term lenders' cash collateral until January 31,
      2010, in accordance with the budget; and

   -- make distribution to PWJ Lending II LLC, as agent for the
      term lenders, from cash on hand.

A hearing on the Debtors' use of the cash collateral beyond
January 31 will be held on January 20, 2010, at 4:00 p.m.

The Debtors requested for an extension until March 31, 2010.

The Debtors would use the cash collateral to fund their business
postpetition.

The Debtors also related that they are addressing their remaining
wind-down issues, including the pursuit of the remaining assets,
and the reconciliation of, objection to or settlement of claims
asserted against their estates.  The Debtors are in discussions
with PWJ and the creditors committee with respect to the final
resolution of the Debtors' estates and the ultimate disposition of
the Debtors' cases.

As reported in the Troubled Company Reporter on March 25, 2009,
the Debtors related that the payment of the interim distribution
to PWJ will not prejudice the Debtors since up to $15 million of
PWJ's secured claims is entitled to priority in payment over
allowed unsecured claims in accordance with the Global Settlement
Agreement among the Debtors, the Debtors' pre- and postpetition
lenders, the Committee of Unsecured Creditors, and various
participating consignment vendors.  The Global Settlement
Agreement resolved fully and finally all disputes concerning,
among other things, competing interests in the Debtors' consigned
merchandise, well as certain other claims among the parties.

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- through its
subsidiary, Whitehall Jewelers, Inc., operates as a specialty
retailer of fine jewelry in the United States.  It offers a
selection of merchandise, including diamonds, gold, precious and
semi-precious jewelry, and watches.  As of June 23, 2008, it
operated 373 stores in regional and super-regional shopping malls
under the names Whitehall and Lundstrom.

The Company and Whitehall Jewelers, Inc., filed for Chapter 11
relief on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261).
Scott Rutsky, Esq., Peter Antoszyk, Esq., Adam T. Berkowitz, Esq.,
and Jesse I. Redlener, Esq., at Proskauer Rose LLP, represent the
Debtors as bankruptcy counsel.  James E. O'Neill, Esq., and Laura
Davis Jones, Esq., at Pachulski, Stang Ziehl & Jones, LLP,
represent the Debtors as Delaware counsel.  Epiq Bankruptcy
Solutions LLC is the claims, noticing and balloting agent.

In its schedules, Whitehall Jewelers, Inc., listed total assets of
$246,571,775 and total debts of $173,694,918.


W.R. GRACE: Court Approves Stipulation With Solow on PD Claims
--------------------------------------------------------------
The Bankruptcy Court approved a stipulation reached by W.R. Grace
& Co. with Sheldon H. Solow, Solow Development Corporation,
Solovieff Realty Corp., LLC and Solow Building Company, LLC, to
settle the Solow Entities' Asbestos PD Claims for $35,000,000.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Court OKs Stipulation With Edwards Plaintiffs
---------------------------------------------------------
The Bankruptcy Court approved a stipulation entered into between
the Debtors and Aaron C. Edwards, James T. Beam, Edward E. Storey,
John M. Thomas, and Sheila Martin, individually and as
administratrix of the estate of Jessie J. Williamson, deceased,
and as representative of wrongful death beneficiaries.

The Stipulation relates to asbestos-related personal injuries
lawsuit filed by the Edwards Plaintiffs against Pittsburg Corning
Corp., W.R. Grace & Co., and other defendants in the 60th Judicial
District of Jefferson County in Texas.

The Settlement provides for, among other things, the allowance of
Edwards Plaintiffs' claims against the Asbestos PI Trust, which
will be considered liquidated as of the Petition Date and treated
as Prepetition Liquidated Claims.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


XERIUM TECHNOLOGIES: Board OKs $1.25MM Discretionary Bonus Pool
---------------------------------------------------------------
Xerium Technologies, Inc., reports that on December 24, 2009, the
Compensation Committee of the Company's Board of Directors
approved an amendment to the terms of all performance-based
restricted stock units of the Company outstanding on December 24,
2009.  The amendment provides that upon completion of a successful
debt restructuring of the Company, which will constitute a new
performance criterion, such performance-based restricted stock
units shall vest and settle in full.

Also on December 24, 2009, the Compensation Committee approved the
creation of a $1.25 million discretionary bonus pool, to be paid
to the Company's employees on January 1, 2010 for performance
rendered by employees in 2009.

The discretionary bonus payments to the Company's principal
executive officer, principal financial officer, and named
executive officers who will receive the payments are:

     Name                   Position        Discretionary Bonus
     ----                   --------        -------------------
     Stephen R. Light       President, CEO        $100,000
                            and Chairman

     David Maffucci         CFO                   $100,000

     Joan "John"
     Badrinas Ardevol       Chief Technology       $50,000
                            Officer

     David Pretty           President -            $75,000
                            Xerium North America

                     Restructuring Term Sheet

In mid-December, Xerium entered into Waiver and Amendment No. 2 to
the Company's Amended and Restated Credit Guaranty Agreement,
dated May 30, 2008, with Citicorp North America, Inc. as
administrative agent, Citicorp North America, Inc. as collateral
agent, and the lenders party thereto.

One of the conditions set forth in the Waiver Agreement was that
the Waiver Agreement could be terminated by the administrative
agent, in its sole discretion, with five days business days'
written notice, if a term sheet between the Company and the
administrative agent for the restructuring of the Company's
existing debt and equity were not executed by December 31, 2009.

On December 22, 2009, in satisfaction of this condition, the
Company and the administrative agent executed a term sheet with
regard to the principal terms of a restructuring of the debt and
equity of the Company.

There can be no assurance that the Company will be able to obtain
sufficient approval of its lenders necessary to implement the term
sheet with or without bankruptcy court assistance.  The Company
will be in default under the Credit Agreement if it is unable to
reach agreement with, and obtain sufficient approval from, certain
of its lenders prior to the expiration of the waiver period on
February 1, 2010, and it may not be able to obtain any further
waiver of the defaults under the Credit Agreement if necessary.

                   About Xerium Technologies

Xerium Technologies, Inc., is a leading global manufacturer and
supplier of two types of consumable products used primarily in the
production of paper: clothing and roll covers.  The Company, which
operates around the world under a variety of brand names, utilizes
a broad portfolio of patented and proprietary technologies to
provide customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs.  With 32 manufacturing facilities in 13
countries around the world, Xerium has approximately 3,300
employees.


XERIUM TECHNOLOGIES: Executes Debt Restructuring Term Sheet
-----------------------------------------------------------
Xerium Technologies, Inc., on December 14, 2009, announced that it
had entered into Waiver and Amendment No. 2 to the Company's
Amended and Restated Credit Guaranty Agreement, dated May 30,
2008, entered into by and among the Company, certain subsidiaries
of the Company, Citicorp North America, Inc., as administrative
agent, Citicorp North America, Inc., as collateral agent, and the
lenders party thereto.

One of the conditions set forth in the Waiver Agreement was that
the Waiver Agreement could be terminated by the administrative
agent, in its sole discretion, with five days business days'
written notice, if a term sheet between the Company and the
administrative agent for the restructuring of the Company's
existing debt and equity were not executed by December 31, 2009.

On December 22, 2009, in satisfaction of this condition, the
Company and the administrative agent executed a term sheet with
regard to the principal terms of a restructuring of the debt and
equity of the Company.

There can be no assurance that the Company will be able to obtain
sufficient approval of its lenders necessary to implement the term
sheet with or without bankruptcy court assistance.  The Company
will be in default under the Credit Agreement if it is unable to
reach agreement with, and obtain sufficient approval from, certain
of its lenders prior to the expiration of the waiver period on
February 1, 2010, and it may not be able to obtain any further
waiver of the defaults under the Credit Agreement if necessary.

As reported by the Troubled Company Reporter on December 16, 2009,
the extended waiver provides the lenders' forbearance over certain
financial loan covenants for the third and fourth quarters of 2009
and any potential cross defaults with the interest rate hedges the
Company has in place, subject to certain conditions.

According to the TCR, the non-binding framework provides that (a)
a significant amount of debt would be converted to equity in the
Company, constituting substantially more than a majority of
ownership of the Company, (b) existing shareholders would retain a
meaningful minority equity ownership interest in the Company and
(c) the Company would receive a new multi-million dollar term loan
maturing in 2015 and a new revolving credit agreement.  The
precise equity ownership split between the lenders and the
existing shareholders, as well as the amount of term and revolver
debt, is subject to adjustment from the framework agreement
targets, based upon a financial and cash flow forecast the Company
is currently preparing.  It is contemplated that Xerium would seek
to maintain its public listing status on the NYSE throughout this
process, though there is no assurance this will ultimately be
possible.

                   About Xerium Technologies

Xerium Technologies, Inc., is a leading global manufacturer and
supplier of two types of consumable products used primarily in the
production of paper: clothing and roll covers.  The Company, which
operates around the world under a variety of brand names, utilizes
a broad portfolio of patented and proprietary technologies to
provide customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs.  With 32 manufacturing facilities in 13
countries around the world, Xerium has approximately 3,300
employees.


YELLOWSTONE CLUB: Credit Suisse Faces $24-Bil. Class Suit
---------------------------------------------------------
According to various reports, Credit Suisse and the real estate
firm Cushman & Wakefield are facing a $24 billion lawsuit filed by
property owners who allege that the Swiss bank schemed to defraud
investors in several resort communities.  The plaintiffs allege
Credit Suisse and Cushman & Wakefield deliberately engineered the
failure of at least four major resort projects as part of a scheme
to take over the properties.

According to the reports, the proposed class-action lawsuit was
filed Sunday before the U.S. District Court for the District of
Idaho.  The initial plaintiffs are:

     -- Beau Blixseth, the son of Tim Blixseth and a Yellowstone
        Club property owner, and

     -- L. J. Gibson, an individual who bought property at
        Tamarack Resort in Idaho, Lake Las Vegas in Nevada, and
        Gin Sur Mer in the Bahamas.

NewWest.Net says the lawsuit alleges a host of illegal acts by
Credit Suisse and Cushman & Wakefield, including violations of the
Racketeer Influenced and Corrupt Organizations Act, fraud,
negligence and breach of fiduciary duty.

According to the Associated Press, Messrs. Gibson and Blixseth in
their lawsuit described a complex conspiracy dubbed "Loan to Own":
First, they said, the money for the resort loans came from a
separate fraudulent scheme to help Iranian banks dodge U.S.
economic sanctions.  That practice ended last month with Credit
Suisse agreeing to pay $536 million to settle a U.S. Justice
Department inquiry and to admit to violating U.S. economic
sanctions by hiding the booming Iranian business.  The Plaintiffs
also argue that Credit Suisse in 2005 used profits from the scheme
to finance a predatory-lending plot, opening a branch in the
Cayman Islands and marketing loans to high-end developers.  The
Plaintiffs contend opening the Cayman Islands branch allowed
Credit Suisse to skirt U.S. real-estate appraisal laws.  Instead
of using appraisal methods accepted in the U.S., the property
owners contend, Credit Suisse worked with Cushman & Wakefield to
develop a type of appraisal that would grossly inflate the values
of the resorts.

According to various reports, Duncan King, a spokesman for Credit
Suisse, said the lawsuit is without merit and the bank will fight
the claims.

Dwayne Doherty, a spokesman for Cushman & Wakefield, said the
allegations "are completely without merit, and we will defend
ourselves vigorously."

Michael Flynn, Esq., is the lead attorney in the lawsuit,
according to NewWest.Net.

                      About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J. Works,
Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.

                       About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.

                      About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC, represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


YRC WORLDWIDE: Fitch Downgrades Issuer Default Ratings to 'RD'
--------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings of YRC
Worldwide Inc. and its YRC Regional Transportation, Inc.
subsidiary to 'RD' from 'C' following this morning's announcement
that the company has successfully reached the required thresholds
for its debt-to-equity exchange offer.

Subsequently, Fitch has taken these rating actions:

YRC Worldwide Inc.

  -- IDR upgraded to 'C' from 'RD';
  -- Secured credit facilities affirmed at 'CCC/RR2';
  -- Senior unsecured affirmed at 'C/RR6'.

YRC Regional Transportation, Inc. (formerly known as USF
Corporation)

  -- IDR upgraded to 'C' from 'RD';
  -- Senior secured notes affirmed at 'C/RR6'.

Fitch's ratings apply to approximately $67 million in notes, a
$113 million secured term loan and a $950 million secured
revolving credit facility.

YRCW announced the results of its offer to exchange common and
preferred shares of YRCW stock for a portion of the company's
outstanding contingent convertible senior notes, as well as YRC
Regional Transportation, Inc.'s outstanding senior notes (also
known as the 'USF notes').  According to the company, holders of
94% of the contingent convertible senior notes and 70% of the USF
notes tendered their notes and will receive in exchange common and
preferred shares representing a 94% ownership stake in the
company.  Completion of the tender offer was a necessary condition
of both the company's amended credit facility and asset backed
securitization (ABS) facility agreements, as well as its amended
multiemployer pension plan contribution deferral agreement with
the International Brotherhood of Teamsters.  Had the exchange been
unsuccessful, it is likely that YRCW would have been forced to
file bankruptcy.

As noted in its rating action commentary dated Oct. 30, 2009,
Fitch viewed the exchange offer as a coercive debt exchange in
accordance with Fitch's global criteria report.  Consistent with
Fitch's CDE criteria, upon the completion of the tender offer,
Fitch downgraded the IDRs of YRCW and its YRC Regional
Transportation subsidiary to 'RD'.  Following the downgrade, Fitch
has upgraded the IDR to 'C' for both entities despite the reduced
level of debt in the company's revised capital structure following
the exchange, as the likelihood of a bankruptcy filing remains
high given the company's weak liquidity position and remaining
near-term debt obligations outstanding.  The rating of 'C/RR6' on
YRCW's contingent convertible senior notes and the USF notes
reflects Fitch's expectation of very poor recovery prospects of
10% or less should the company ultimately file for bankruptcy.

With the completion of the exchange offer, YRCW's debt level has
declined materially.  The company's total debt principal
outstanding has been reduced by $470 million, equal to roughly 29%
of the pre-exchange debt level (including lease financing
obligations and pension contribution deferral obligations
accounted for as debt).  Particularly important, the transaction
has removed a total of $322 million in 2010 cash obligations tied
to the USF notes and the company's 5% contingent convertible
senior notes.  The exchange also has bolstered YRCW's liquidity
position by providing the company with easier access to the
revolver reserve portions of its secured revolving credit
facility.  As of Oct. 30, 2009, the total amount of the revolver
reserves was approximately $115 million, of which $106 million
will now be readily available to cover YRCW's liquidity needs.
Access to the revolver reserves is important, as Fitch estimates
that, excluding the reserves, virtually all of the available
capacity of the company's revolving credit facility and its ABS
facility has been utilized either for borrowings or to back
letters of credit.  YRCW ended the third quarter of 2009 with
$163 million of cash and cash equivalents, about half of the
$325 million of cash and equivalents on hand at year-end 2008, due
largely to negative operating cash flow of $316 million over the
first nine months of this year.  In addition to the increased
liquidity access, the completion of the exchange allows the
company to defer most of the interest and fee payments due on the
credit and ABS facilities through 2010 and keeps the amended CDA
in effect.

Despite the improvements in YRCW's debt and liquidity positions
resulting from the exchange transaction, Fitch continues to view
the risk of a bankruptcy in the first half of next year as very
high, primarily due to the $45 million in remaining USF notes that
were not tendered in the exchange.  These notes mature on
April 15, 2010, and the company's amended credit facility
agreement requires that only proceeds from an equity issuance or
new unsecured debt may be used to meet this obligation.
Furthermore, the credit facility agreement gives the lenders the
option to terminate the facility if $15 million or more in
principal on the notes remains outstanding on March 1, 2010.
Although the lenders could relax the aforementioned provisions,
Fitch expects that the company will be challenged to cover this
obligation by the mid-April maturity date, particularly given the
typical seasonality of its cash flows.

Seasonally, YRCW historically has generated weak or negative free
cash flow in the first quarter, so the next several months will be
a critical period for the company, with the freed-up access to the
revolver reserve amounts providing a much-needed source of
liquidity.  Although freight demand appears to be slowly improving
across the industry, YRCW has experienced far deeper tonnage
losses over the past 12 months than its financially stronger less-
than-truckload peers, who have taken market share from the company
as its customers became increasingly concerned about its weakened
financial position.  The combination of seasonally weak LTL
demand, continued industry pricing pressure and ongoing volume
underperformance relative to its primary competitors could result
in significant cash burn through the first quarter of 2010.  Fitch
expects this will lead to additional liquidity pressure later in
the quarter and difficulty for YRCW in meeting its obligations
tied to the remaining USF notes outstanding.

Fitch could upgrade the ratings if YRCW demonstrates that it can
meet its 2010 debt obligations, especially the remaining USF note
obligations, and generate positive free cash flow on a sustainable
basis over the medium term.  This likely will require a material
improvement in YRCW's volumes, as well as a strengthening of the
industry pricing environment.  Should YRCW default on any note
obligations, however, Fitch will downgrade the IDRs of YRCW and
YRC Regional Transportation to 'D'.


YRC WORLDWIDE: Moody's Changes Default Rating to 'Ca\LD'
--------------------------------------------------------
Moody's Investors Service revised YRC Worldwide Inc.'s Probability
of Default Rating to Ca\LD from Ca.  In a related action Moody's
affirmed ratings on YRC, including its Caa3 Corporate Family
Ratings and the Ca rating on its continent convertible senior
notes due 2023 and YRC Regional Transportation, Inc.'s 8-1/2%
notes due 2012.  The ratings outlook has been changed to stable
from negative.

The positioning of YRC's PDR at Ca\LD reflects the completion of
an offer to exchange a substantial majority of the Senior Notes
and the Convertible notes for common and preferred equity, which
was completed on December 30, 2009.  Moody's believes that the
intent of this offer, in which holders of the notes receive
consideration that is significantly inferior to a full repayment
of the obligations at par, was conducted in order to avoid default
on debt payments.  As such Moody's views this exchange as a
distressed exchange.

However, despite the lowering of debt and improvement in near term
liquidity likely to ensue from these developments, Moody's remains
concerns about the company's ability to improve its financial
condition over the longer-term, which is reflected in the Caa3
Corporate Family Rating.  While 2010 results are expected to
improve sufficiently to generate positive free cash flow by the
end of the year, much of this achievement will be facilitated by
deferrals of interest and fees as well as cessation of pension
plan payments through the year.  The relief to liquidity that
ensues from these provisions will expire at the end of 2010.  In
addition, since the company has substantially reduced its capital
expenditures over the past few years, and will likely continue to
do so through 2010, Moody's believes that fleet investment
requirements will become more onerous starting in 2011.  This
suggests that the company will need to show consistent and
substantial improvement in revenue growth and profitability by
2011 in order to meet a higher funding needs going forward.

The stable outlook takes into account Moody's expectations for
modest improvement in volume and yield over the next 12-18 months,
albeit from very weak levels experienced in 2009, which should
help the company to meet its operating plans and generate positive
free cash flow through 2010 while achieving prescribed financial
covenant levels.  The ratings could face downward pressure if the
company were unable to improve operating results sufficient to
generate free cash flow over the near term, or if the company were
to face difficulty in refinancing the repayment of the $45 million
of Senior Notes due April 2010.  Ratings or their outlook could be
revised upward if the company were to demonstrate that they could
generate sustainable positive free cash flow, not only in 2010 but
also likely in 2011, when certain cash interest payments and
pension payments potentially resume.

Outlook Actions:

Issuer: USF Corporation

  -- Outlook, Changed To Stable From Negative

Issuer: YRC Worldwide Inc.

  -- Outlook, Changed To Stable From Negative

Adjustment:

Issuer: YRC Worldwide Inc.

  -- Probability of Default Rating, Adjusted to Ca/LD from Ca

YRC'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) Moody's projections of the
company's performance over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of YRC's core industry and YRC's ratings are believed to
be comparable to those of other issuers of similar credit risk.

The last rating action was on December 24, 2008, when Moody's
lowered YRC's corporate family rating to Caa3.

YRC Worldwide Inc. is a less-than-truckload trucking company
headquartered in Overland park, Kansas.


* Automakers to Release December Sales Data on Tuesday
------------------------------------------------------
The Wall Street Journal's Matthew Dolan and Kate Linebaugh report
that a December recovery in car sales is starting to ease fears
that the plunge in the U.S. auto market in 2009 would repeat
itself this year.  The Journal relates that in recent days, sales
have been brisk as auto makers stepped up incentive programs and
took advantage of customers willing to buy without the aid of
government rebates that spiked sales last summer.

Car makers are set to release December sales data on Tuesday,
according to the Journal.

"We are seeing an increase across the board," the Journal quotes
Michelle Krebs, a senior analyst at Edmunds.com, a car-buying Web
site, as saying.  Ms. Krebs, the Journal says, pointed to higher-
than-expected gains at BMW AG, Ford Motor Co., Honda Motor Co.,
Toyota Motor Co.'s Lexus, and General Motor Co.'s soon-to-be-
shuttered Saturn and Pontiac brands.

The Journal notes Ford has seen year-over-year gains in recent
months along with a substantial increase in its retail market
share.  According to the Journal, George Pipas, Ford's U.S. sales
analyst, said consumer attitudes were "improving but fragile" as
potential customers weigh a car purchase against continued
uncertainty about their jobs and the value of their homes.

The Journal says the December surge appears to be aided in part by
GM's late-month dealer incentive program to clear out thousands of
leftover vehicles from Saturn and Pontiac.  The Troubled Company
Reporter, citing another Wall Street Journal article, said GM sent
letters to dealers December 23 saying it would pay them $7,000 for
every new Saturn or Pontiac on their lot that is moved to rental-
vehicle or service-vehicle fleets operated by the dealers.  The
Journal's John Stoll had noted the "unusual" tactic could inflate
GM's December sales and cut the cost to car buyers by as much as
46% off the sticker price.

The Journal says many industry analysts now expect the seasonally
adjusted annualized selling rate in December to be more than 11
million cars and trucks.  Such a figure would mark the second-best
month of 2009 after August, which received a major jolt from the
"cash for clunkers" government rebate program.

The Journal notes that Chrysler, which is under the management
control of Fiat SpA, performed the worst of any of the major auto
makers.  In the first 11 months of the year, Chrysler's sales of
cars and light trucks fell 38% compared with the overall market's
24% decline.  From January through November, Chrysler's production
fell 59%, the Journal says, citing wardsauto.com.

Ms. Krebs, according to the Journal, said that when sales are
announced Tuesday, it could be the first year since 1962 that
Chrysler sold less than one million vehicles.

The Journal also relates that in November, Chrysler lost about
three percentage points of retail market share from the same month
of 2008, as rivals such as Nissan Motor Co. and Hyundai Motor Co.
gained share.

The Journal notes that Toyota was able to maintain market share
for the first 11 months despite undergoing a safety recall
announced in late September, involving eight of its Lexus and
Toyota-brand vehicles.


* Bankruptcy Business Boomed in 2009, Law360 Says
-------------------------------------------------
Law360 reports that bankruptcy was just about the only business
that boomed in a record-shattering 2009, and several firms took
exceptional advantage of the bountiful demand for restructuring
expertise.

Meanwhile, in 2010, bankruptcy lawyers would like to see Congress
and the courts roll back the 2005 amendments to the U.S.
Bankruptcy Code to make restructuring in Chapter 11 more viable,
make the system work to give the average Joe the opportunity for a
fresh start and put some more money in the pockets of the judges
who run the show, according to Law360.


* Nebraska Ethanol Plant Draws $30 Million at Bankruptcy Sale
-------------------------------------------------------------
ABI reports that a 44-million-gallon ethanol plant in south-
central Nebraska attracted more than $30 million in a bankruptcy
auction.


* Recession Aftershocks to Bring More Filings in 2010
-----------------------------------------------------
Law360 reports that experts said the torrent of bankruptcies in
2009 is unlikely to let up in 2010, with the deluge expected to
continue as the economic crisis trickles down to the retail and
commercial real estate sectors and as media companies struggle to
monetize their product amid a changing technological landscape.


* Icahn Enterprises Discloses Cash Tender Offers for 2012 Notes
---------------------------------------------------------------
Icahn Enterprises L.P. together with Icahn Enterprises Finance
Corp., commenced separate cash tender offers to purchase any and
all of the $967.0 million outstanding aggregate principal amount
of their 7.125% Senior Notes due 2013 and any and all of the
$353.0 million outstanding aggregate principal amount of their
8.125% Senior Notes due 2012.  In connection with the tender
offers, Icahn Enterprises is soliciting consents to effect certain
proposed amendments to the indentures governing the Notes to
eliminate most of the restrictive covenants and amend certain
other provisions in the indentures and the Notes. Holders who
consent to the proposed amendments will be obligated to tender
their Notes.  The tender offers and consent solicitations are each
being made pursuant to an Offer to Purchase and Consent
Solicitation Statement dated December 30, 2009, and a related
Consent and Letter of Transmittal, which more fully set forth the
terms and conditions of the tender offers and consent
solicitations.

The following table sets forth Total Consideration and Base
Consideration per $1,000 principal amount of Notes tendered
(excluding accrued and unpaid interest that is payable from and
including the last date upon which interest was paid up to, but
not including, the applicable date of payment).


                 Principal
    Title of      Amount       CUSIP       Base        Consent      Total
    Security    Outstanding   Numbers   Consideration  Payment
Consideration
--------    -----------   -------   -------------  -------  ------------
-
    7.125%
    Notes                   029171AD7
   due 2013  $967,000,000  029171AF2    $1,000.00     $22.81    $1,022.81

    8.125%
    Notes
    due 2012  $353,000,000  029171AC9    $1,000.00     $20.94
$1,020.94

As described in each Offer to Purchase and Consent Solicitation
Statement, the "Base Consideration" to be paid for each $1,000
principal amount of 2013 Notes and 2012 Notes validly tendered and
accepted for purchase will be 100% of the principal amount
thereof, or $1,000.  Holders of 2013 Notes who validly deliver
their consents to the proposed amendments on or prior to 5:00
p.m., New York City time, on January 7, 2010 (unless extended or
earlier terminated, the "Consent Payment Deadline"), will be
eligible to receive a consent payment of $22.81 per $1,000
principal amount of 2013 Notes tendered.  Holders of 2013 Notes
must validly tender, and not withdraw, their 2013 Notes in order
to validly deliver their consents.  Holders of 2012 Notes who
validly deliver their consents to the proposed amendments on the
Consent Payment Deadline will be eligible to receive a consent
payment of $20.94 per $1,000 principal amount of 2012 Notes.
Holders of 2012 Notes must validly tender, and not withdraw, their
2012 Notes in order to validly deliver their consents.

The tender offers will expire at 12:00 midnight, New York City
time, at the end of Thursday, January 28, 2010, unless terminated
or extended.  Any such extension will be followed by a public
announcement no later than 9:00 a.m., New York City time, on the
first business day after the previously scheduled Expiration Time.
Holders of Notes may withdraw their Notes and revoke their
consents on or prior to the Consent Payment Deadline, but not
thereafter.  Each tender offer and consent solicitation is subject
to certain customary conditions described in the Offer to Purchase
and Consent Solicitation Statement, including that Icahn
Enterprises receives tenders of at least a majority in aggregate
principal amount of the 2012 Notes and 2013 Notes and a financing
condition.

The information agent for the tender offers and consent
solicitations is D.F. King & Co., Inc.  The dealer manager for the
tender offers and the solicitation agent for the consent
solicitations is Jefferies & Company, Inc. Requests for documents
may be directed to Jefferies & Company, Inc. at (888) 708-5831 or
D.F. King & Co., Inc. at (800) 488-8035 or (212) 269-5550 (for
banks and brokers only).

Icahn Enterprises also announced that the Audit Committee of the
Board of Directors of the General Partner has approved the
redemption of all outstanding preferred units on March 31, 2010 in
accordance with the terms of its partnership agreement at a
redemption price equal to the liquidation preference of the
preferred units, plus accrued but unpaid distributions thereon, or
an aggregate of approximately $138 million.  The partnership
agreement provides that the redemption price may be paid in cash
or in depositary units.  The preferred units will be redeemed by
the issuance of additional depositary units, which will be valued
at the average price at which the depositary units are trading
over the 20-day period immediately preceding March 31, 2010, the
redemption date, plus cash in lieu of fractional interests.

Icahn Enterprises also announced that it is in negotiations to
acquire an aggregate of approximately 54% of the issued and
outstanding common stock of American Railcar Industries, Inc. and
an aggregate of approximately 70% of the issued and outstanding
common stock of Viskase Companies, Inc., in each case, from
affiliates of Carl C. Icahn for consideration to be comprised
solely of depository units of Icahn Enterprises. The acquisitions
are subject to approval by the Audit Committee of the Board of
Directors of the General Partner, which has retained independent
counsel and an independent financial advisor.

Management expects that Icahn Enterprises will issue depositary
units with an aggregate fair market value of approximately $375
million in consideration for the redemption of the preferred units
and the proposed acquisitions.  However, the acquisitions are
currently being negotiated and the actual value of the depositary
units paid may be more or less than anticipated, and such
difference could be material.  No assurance can be given that
Icahn Enterprises will consummate the acquisitions.

                     About Icahn Enterprises

Icahn Enterprises L.P. is a master limited partnership, is a
diversified holding company engaged in five primary business
segments: Investment Management, Automotive, Metals, Real Estate
and Home Fashion.


* GASB Issues Statements on OPEB Measurements & CH9 Bankruptcies
----------------------------------------------------------------
The Governmental Accounting Standards Board issued Statement No.
57, OPEB Measurements by Agent Employers and Agent Multiple-
Employer Plans and Statement No. 58, Accounting and Financial
Reporting for Chapter 9 Bankruptcies.  The Statements are intended
to improve consistency in the measurement and financial reporting
of other post employment benefits such as retiree health
insurance, and of the effects of municipal bankruptcy.

Statement 57 addresses issues related to measurement of OPEB
obligations by certain employers participating in agent multiple-
employer OPEB plans.  (In agent multiple-employer plans, separate
liabilities are calculated and separate asset accounts are kept
for each participating government, rather than being administered
and accounted for as a single plan as is done in a cost-sharing
plan.) Statement 57 amends Statement No. 43, Financial Reporting
for Postemployment Benefit Plans Other Than Pension Plans, and
Statement No. 45, Accounting and Financial Reporting by Employers
for Postemployment Benefits Other Than Pensions.  Specifically,
Statement 57:

-- Enables certain agent employers to use the alternative
    measurement method, a less complex and potentially less
    expensive alternative to a full actuarial valuation

-- Adjusts the requirement that a defined benefit OPEB plan obtain
   an actuarial valuation, in light of the change allowing more
   qualifying employers to use the alternative measurement method

-- Clarifies that the same frequency and timing of determining
   OPEB measures are required for both agent multiple-employer
   plans and their participating employers.

Statement 58 provides guidance for governments that have
petitioned for protection from creditors by filing for bankruptcy
under Chapter 9 of the United States Bankruptcy Code.  It
establishes requirements for recognizing and measuring the effects
of the bankruptcy process on assets and liabilities, and for
classifying changes in those items and related costs.

"The stress that the current economic environment is putting on
state and local government resources and the lack of existing
financial reporting guidance made it necessary for the GASB to
address the financial reporting issues associated with qualified
local governments that file for bankruptcy protection under
Chapter 9," said Robert Attmore, chairman of the GASB.

The provisions of Statement 57 related to the use and reporting of
the alternative measurement method are effective immediately. The
provisions related to the frequency and timing of measurements are
effective for actuarial valuations first used to report funded
status information in OPEB plan financial statements for periods
beginning after June 15, 2011.  Statement 58 is effective for
periods beginning after June 15, 2009.  Retroactive application is
required for all prior periods presented during which a government
was in bankruptcy. Earlier application of both Statements is
encouraged.

         About the Governmental Accounting Standards Board

The GASB is the independent, not-for-profit organization formed in
1984 that establishes and improves financial accounting and
reporting standards for state and local governments.  Its seven
members are drawn from the Board's diverse constituency, including
preparers and auditors of government financial statements, users
of those statements, and members of the academic community.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                   Total
                                          Total   Share-
                                 Total  Working holders'
                                Assets  Capital   Equity
  Company          Ticker        ($MM)    ($MM)    ($MM)
  -------          ------       ------  ------- --------
AUTOZONE INC       AZO US        5,386     (186)    (484)
DUN & BRADSTREET   DNB US        1,600     (182)    (720)
CLOROX CO          CLX US        4,598     (665)     (47)
BOEING CO          BA US        58,667   (1,822)    (877)
MEAD JOHNSON-A     MJN US        1,964      502     (698)
NAVISTAR INTL      NAV US       10,027    1,563   (1,739)
UNISYS CORP        UIS US        2,741      187   (1,146)
BOEING CO          BAB BB       58,667   (1,822)    (877)
BOARDWALK REAL E   BEI-U CN      2,406      -        (37)
BOARDWALK REAL E   BOWFF US      2,406      -        (37)
TAUBMAN CENTERS    TCO US        2,607      -       (467)
CHOICE HOTELS      CHH US          353      (13)    (133)
LINEAR TECH CORP   LLTC US       1,466      993     (164)
WEIGHT WATCHERS    WTW US        1,077     (329)    (748)
MOODY'S CORP       MCO US        1,874     (306)    (648)
CABLEVISION SYS    CVC US       10,128     (112)  (5,193)
WR GRACE & CO      GRA US        3,937    1,095     (312)
ARTIO GLOBAL INV   ART US          280      -        (33)
VERMILLION INC     VRMLQ US          7       (3)     (25)
AFFYMAX INC        AFFY US         145        7       (3)
IPCS INC           IPCS US         559       72      (33)
PETROALGAE INC     PALG US           3       (7)     (40)
DISH NETWORK-A     DISH US       8,659      711   (1,381)
IMS HEALTH INC     RX US         2,111      231      (43)
SUN COMMUNITIES    SUI US        1,189      -        (95)
KL ENERGY CORP     KLEG US           5       (7)      (3)
HEALTHSOUTH CORP   HLS US        1,754       36     (535)
TENNECO INC        TEN US        2,939      233     (213)
SUCCESSFACTORS I   SFSF US         181        3       (3)
REVLON INC-A       REV US          802      105   (1,043)
ARTIO GLOBAL INV   A1I GR          280      -        (33)
NATIONAL CINEMED   NCMI US         608       85     (505)
AGA MEDICAL HOLD   AGAM US         333       29      (48)
REGAL ENTERTAI-A   RGC US        2,512      (14)    (259)
JUST ENERGY INCO   JE-U CN       1,378     (392)    (350)
VENOCO INC         VQ US           715      (13)    (169)
OCH-ZIFF CAPIT-A   OZM US        1,976      -        (88)
OVERSTOCK.COM      OSTK US         144       34       (3)
INTERMUNE INC      ITMN US         157       93      (83)
CHENIERE ENERGY    CQP US        1,919       28     (472)
THERAVANCE         THRX US         183      124     (175)
UAL CORP           UAUA US      18,347   (2,111)  (2,645)
ARVINMERITOR INC   ARM US        2,508       27   (1,248)
KNOLOGY INC        KNOL US         644       21      (42)
CARDTRONICS INC    CATM US         457      (42)      (8)
BLOUNT INTL        BLT US          488       29      (22)
PALM INC           PALM US       1,327       61     (151)
SONIC CORP         SONC US         849       85       (4)
FORD MOTOR CO      F US        205,896   (9,751)  (7,270)
SANDRIDGE ENERGY   SD US         2,311        1     (191)
UNITED RENTALS     URI US        3,895      312      (18)
WORLD COLOR PRES   WC CN         2,641      479   (1,736)
EXTENDICARE REAL   EXE-U CN      1,655      126      (48)
INCYTE CORP        INCY US         473      358     (199)
WORLD COLOR PRES   WC/U CN       2,641      479   (1,736)
CENVEO INC         CVO US        1,601      203     (179)
TALBOTS INC        TLB US          840       (4)    (191)
MANNKIND CORP      MNKD US         289       35       (2)
BLUEKNIGHT ENERG   BKEP US         317       (4)    (134)
AMER AXLE & MFG    AXL US        1,953       33     (740)
DOMINO'S PIZZA     DPZ US          444      107   (1,350)
DEXCOM             DXCM US          54       26       (9)
AFC ENTERPRISES    AFCE US         116       (0)     (23)
CENTENNIAL COMM    CYCL US       1,481      (52)    (926)
JAZZ PHARMACEUTI   JAZZ US         102       (9)     (82)
SALLY BEAUTY HOL   SBH US        1,491      342     (614)
ACCO BRANDS CORP   ABD US        1,078      217     (103)
AMR CORP           AMR US       25,754   (1,448)  (2,859)
EXELIXIS INC       EXEL US         421       92     (143)
OSIRIS THERAPEUT   OSIR US         111       49       (3)
OMEROS CORP        OMER US           7       (7)     (14)
PDL BIOPHARMA IN   PDLI US         264      (16)    (242)
SELECT COMFORT C   SCSS US          82      (69)     (39)
ZYMOGENETICS INC   ZGEN US         243       59      (22)
PROTECTION ONE     PONE US         628       29      (83)
FORD MOTOR CO      F BB        205,896   (9,751)  (7,270)
RURAL/METRO CORP   RURL US         295       62     (102)
CYTORI THERAPEUT   CYTX US          25       11       (1)
SIGA TECH INC      SIGA US           8       (4)     (11)
WARNER MUSIC GRO   WMG US        4,070     (650)    (143)
DELCATH SYSTEMS    DCTH US           7       (5)      (5)
VIRGIN MOBILE-A    VM US           307     (138)    (244)
MEDIACOM COMM-A    MCCC US       3,722     (254)    (435)
US AIRWAYS GROUP   LCC US        7,744     (552)    (260)
ISTA PHARMACEUTI   ISTA US          85       27      (78)
SINCLAIR BROAD-A   SBGI US       1,629      (18)    (132)
LIN TV CORP-CL A   TVL US          773        7     (188)
EPICEPT CORP       EPCT SS          12        6       (5)
EASTMAN KODAK      EK US         7,483      935     (651)
QWEST COMMUNICAT   Q US         20,225      766   (1,031)
STEREOTAXIS INC    STXS US          40        1      (15)
CC MEDIA-A         CCMO US      17,696    1,508   (7,021)
ENERGY COMPOSITE   ENCC US         -         (0)      (0)
HOVNANIAN ENT-A    HOV US        2,025    1,261     (316)
PRIMEDIA INC       PRM US          241      (14)    (111)
CINCINNATI BELL    CBB US        2,011       22     (614)
DYAX CORP          DYAX US          52       24      (49)
GLG PARTNERS-UTS   GLG/U US        467      168     (277)
GLG PARTNERS INC   GLG US          467      168     (277)
NPS PHARM INC      NPSP US         155       72     (222)
SEALY CORP         ZZ US         1,032      146     (115)
ADVANCED BIOMEDI   ABMT US           0       (1)      (1)
QUANTUM CORP       QTM US          502       80      (99)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***