TCR_Public/091207.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, December 7, 2009, Vol. 13, No. 338

                            Headlines



ACCESS PHARMACEUTICALS: In Talks on Convertible Note Payment Plan
ACTION PRODUCTS: To Liquidate Toy Business and Seek New Venture
ADAM JONUS: Voluntary Chapter 11 Case Summary
ADVANCED ENVIRONMENTAL: Posts $4,071,000 Net Loss for Q3 2009
ADVANCED MICRO: IT Spending Growth Supports Tech Industry Outlook

AFFILIATED COMPUTER: Bank Debt Trades at 2% Off
AFFINITY GROUP: Lenders Move Interest Payment Date to Dec. 11
AGA MEDICAL: S&P Retains Positive Watch Pending Nonjury Trial
ANIXTER INC: IT Spending Growth Supports Tech Industry Outlook
AMERICAN MEDIA: Bank Debt Trades at 9.45% Off in Secondary Market

AMTRUST BANK, CLEVELAND: New York Community Assumes All Deposits
ANIXTER INTERNATIONAL: Fitch Affirms 'BB+' Issuer Default Rating
ANTHRACITE CAPITAL: Default Cues NYSE Listing Suspension
APPLIANCE WORLD: DeSears Ceases Business Operations After 62 Years
APPLIED TELEDYNAMICS: Voluntary Chapter 11 Case Summary

ARCH ALUMINUM: Asks Court Okay to Access Cash Collateral
ARCH ALUMINUM: Asks Court OK to Hire PJC as Investment Banker
ARCH ALUMINUM: Proposes Arch Glass-Led Auction on Jan. 13
ARCH ALUMINUM: Wants to Hire PMCM as Chief Restructuring Officer
ASARCO LLC: Fitch Affirms Grupo Mexico & AMC IDRs on Plan Ruling

AUTOMOTIVE PROFESSIONALS: To Propose Consumer Claims Procedure
AVENUE WEST EXPRESS: Case Summary & 8 Largest Unsecured Creditors
ASYA AKOPYAN: Case Summary & 20 Largest Unsecured Creditors
BANK OF AMERICA: Fitch Hikes Preferred Stock Rating to 'BB-'
BELO: Fitch Reports Modest & Uneven Outlook for Sector

BENCHMARK BANK: Closed; MB Financial Assumes All Deposits
BIO-KEY INT'L: Shareholders OK Sale of Law Enforcement Division
BLM AIR: Has Interim Nod to Tap Windels Marx as Bankruptcy Counsel
BLX GROUP: Trustee Appointed in Involuntary Chapter 11 Case
BOOZ ALLEN: Bank Debt Trades at 0.12% Off in Secondary Market

BOOZ ALLEN: Moody's Assigns 'Ba2' Rating on $350 Mil. Loan C
BUCKHEAD COMMUNITY BANK: State Bank & Trust Assumes All Deposits
CABLEVISION SYSTEMS: Fitch Sees Stiff Competition
CALYPTE BIOMEDICAL: Lowers Net Loss to $859,000 in Q3 2009
CAPMARK FIN'L: AEGON Wants Lift Stay to Modify LLC Agreements

CAPMARK FIN'L: GE Capital Wants to Remove Capmark as Servicer
CAPMARK FIN'L: Proposes Reed Smith as Special Counsel
CARE FOUNDATION: NHI Agrees to $67-Mil. Purchase of 6 Facilities
CATALENT PHARMA: Moody's Gives Negative Outlook, Keeps 'B2' Rating
CELESICA INC: IT Spending Growth Supports Tech Industry Outlook

CELL THERAPEUTICS: Registers 5,607,468 Shares for Resale
CENTURY ALUMINUM: Extends Exchange Offer for 7.5% Senior Notes
CHRYSLER LLC: November 2009 Sales Declined 25% From Last Year
CINCINNATI BELL: Fitch Sees Stiff Competition
CINCINNATI BELL: Bank Debt Trades at 5.36% Off in Secondary Market

CITIGROUP INC: Kuwait Fund Sells Stake, Makes $1.1-Bil. Profit
CLAIRE'S STORES: Swings to $2.9MM Net Income for Sept. 30 Quarter
CLARIENT INC: Appoints Michael Rodriguez as SVP & CFO
CLEAR CHANNEL: Unit Seeks to Raise Up to $2.5-Bil. in Bond Sale
COACHMEN INDUSTRIES: Coll Materials Backs Out of Zanesville Deal

COGECO CABLE: Fitch Sees Stiff Competition
COHARIE HOG: Wants Cash Collateral Hearing Rescheduled to Dec. 15
COREL CORP: Vector Capital Didn't Extend Tender Offer
CORD BLOOD: Sees Operating Losses Over Next 12 Months
COTT CORP: Unit Purchases 95% of 2011 Sub Notes in Tender Offer

CR GAS: Bank Debt Trades at 8.6% Off in Secondary Market
CRACKER BARREL: Bank Debt Trades at 6% Off in Secondary Market
CROWN CASTLE: Fitch Sees Stiff Competition
DAMIEN GILLIAMS: Creditors Meeting Slated for December 11
DANA HOLDING: George Soros, Fund Disclose 5.26% Equity Stake

DANA HOLDING: S&P Raises Corporate Credit Rating to 'B'
DANIEL MALDET: Case Summary & 20 Largest Unsecured Creditors
DEL MONTE: Bank Debt Trades at 3% Off in Secondary Market
DEREK MIDKIFF: Case Summary & 9 Largest Unsecured Creditors
DOLLAR FINANCIAL: S&P Cuts Rating to 'B+'; Rates Notes at 'B-'

DOMTAR INC: Bank Debt Trades at 4.15% Off in Secondary Market
DONALD EDWARD BENSON: Case Summary & 20 Largest Unsec. Creditors
DOWNEY CRATIONS: Kicks of Sale of Remaining Inventory
DUNE ENERGY: Moody's Cuts Probability of Default Rating to 'Ca'
DUPONT FABROS: Moody's Assigns 'Ba2' Senior Unsecured Rating

EASTERN NATIONAL: Fitch Downgrades Issuer Default Rating to 'B'
EASTMAN KODAK: IT Spending Growth Supports Tech Industry Outlook
EAU TECHNOLOGIES: Reports $2,187,098 Net Loss for Q3 2009
ECO2 PLASTIC: Inability to Access Funding Cues Ch. 11 Filing
ECOVENTURE WIGGINS: Junior Secured Claims Disallowed

ECOVENTURE WIGGINS: Liquidating Chapter 11 Plan Confirmed
EDWARD FRISH: Case Summary & 20 Largest Unsecured Creditors
EMISPHERE TECHNOLOGIES: Novartis Extends Promissory Note Maturity
ENRON CORP: Court Dismisses Investors' Fraud Suit vs. Banks
ERIC REYBURN: Files Schedules of Assets and Liabilities

ERICKSON RETIREMENT: Gets Nod for Add'l Protections to Residents
ERICKSON RETIREMENT: Gets Nod to Assume S. Miller Employment Pact
ERICKSON RETIREMENT: Wants to Reject St. John, et al., Contracts
ESSAR STEEL: S&P Affirms 'B-' Long-Term Corporate Credit Rating
EUROFRESH INC: To Pay $937,000 Back Wages to 587 Workers

EXACT SCIENCES: Obtains $1-Mil. Loan from Wisconsin Commerce Dept.
FAIRPOINT COMMS: Bank Debt Trades at 24% Off in Secondary Market
FEIN & CO: Must File Ch. 15 to Stay Suit
FEY 240 NORTH BRAND: Case Summ. & 20 Largest Unsec. Creditors
FIRST MARINER: Ordered to Halt; Parent Gets Federal Reserve Pact

FIRST SECURITY, NORCROSS: State Bank & Trust Assumes All Deposits
FONIX CORP: Sees Losses, Negative Cash Flow Through Year-End
FORUM HEALTH: Wants to Pay Severance to Ex-CEO Walter Pishkur
FRIAR TUCK: $4.5 Million Offer Fails to Push Through
FRANK GOMES DAIRY: U.S. Trustee Appoints 5-Member Creditors Panel

FRASER PAPERS: Files Restructuring Proposal in Ontario Court
FRGR MANAGING: No Reasonable Likelihood of Rehabilitation
FRIEDMAN'S INC: Liquidating Trust Makes Second Distribution
GENERAL GROWTH: 84 Debtor Affiliates Amend Schedules
GENERAL GROWTH: Settlement Alleviates Concerns on CMBS, Says Fitch

GENERAL MOTORS: To Acquire 100% Stake in Suzuki Joint Venture
GENERAL MOTORS: Unveils Plan to Address Dealer Concerns
GENERAL MOTORS: Taps Spencer Stuart to Conduct CEO Search
GENERAL MOTORS: Leadership Changes Unveiled; Auto Critic Hired
GENERATION BRANDS: Files Chapter 11 with Pre-Packaged Plan

GENTA INC: Management Projects Cash Crunch in Q2 2010
GENWORTH FINANCIAL: Moody's Puts 'Ba2' Preferred Stock Rating
GOLDSPRING INC: Reports $2.7-Mil. Net Loss for Q3 2009
GPX INTERNATIONAL: Titan Offers Rival $44M Bid for Tire Assets
GREATER ATLANTIC: Deadline to Close MidAtlantic Merger Extended

GREATER ATLANTIC BANK: Closed; Sonabank Assumes All Deposits
GROVELAND ESTATES: Case Summary & 2 Largest Unsec. Creditors
HAIGHTS CROSS: Begins Soliciting Votes for Chapter 11 Plan
HARRAH'S OPERATING: Bank Debt Trades at 3.4% Off
HCA INC: Bank Debt Trades at 6.4% Off in Secondary Market

HELEN MCCARTHY: Case Summary & 17 Largest Unsecured Creditors
HENRY S. MILLER: Judgment Not Evidence of Undisputed Claim
HERBST GAMING: Bank Debt Trades at 46.3% Off in Secondary Market
HERTZ CORP: Bank Debt Trades at 8% Off in Secondary Market
HOTEL ENTERPRISES: Dismissal Plea Not Ideal to Determine Authority

HOVENSA LLC: S&P Downgrades Rating on $400 Mil. Credit Facility
IDEARC INC: Verizon Retirees File Class Suit for Pension Switch
IMPERIAL CAPITAL: Posts $30.7 Million Net Loss in Q3 2009
IPCS INC: Gamco Investors Cease to Be Owners of 5% of Stock
IPCS INC: Ireland Acquisition May Designate Majority of its Board

ISP CHEMCO: Bank Debt Trades at 7.33% Off in Secondary Market
LAS VEGAS SANDS: Bank Debt Trades at 15.35% Off
LAWRENCE FRUMUSA: Stay of Conversion Order Unwarranted
LEHMAN BROTHERS: Barclays Fights to Compel Lehman Asset Deal Docs
LEVEL 3 COMMS: Bank Debt Trades at 15% Off in Secondary Market

LIBERY MEDIA: Fitch Reports Modest & Uneven Outlook for Sector
LITHIUM TECHNOLOGY: Posts $1.5MM Net Loss for Sept. 30 Quarter
MAC DOUGALL PROPERTIES: Case Summary & Creditors List
MAJESTIC STAR: Reports Drop in Operating Revenues for September
MANGIA: Files for Chapter 11 Bankruptcy Due to Weak Economy

MANITOBA HYDRO: May Go Bankrupt Over Mismanagement Complaint
MASSEY ENERGY: Caperton Again Asks Court to Review Ruling
MCCLATCHY CO: Fitch Reports Modest & Uneven Outlook for Sector
MEG ENERGY: S&P Gives Outlook to Stable; Affirms 'BB-' Rating
METROPCS WIRELESS: Bank Debt Trades at 7% Off in Secondary Market

METRO-GOLDWYN-MAYER: Bank Debt Trades at 38% Off
MIDDLEBROOK PHARMACEUTICALS: Reduces Staff, Receives Nasdaq Notice
MILACRON LLC: 400 Ferromatik Workers Affected by Job Cut Plan
MILE MARKER: Note Holders Agree to Exchange and Extend Debt
MOSAIC MEDIA: ING Seeks to Sell EUR23MM Senior Debt

MUZAK HOLDINGS: Confirmation Hearing Set for January 12
NATHAN THOMAS HERREN: Case Summary & Creditors List
NEW ENGLAND PELLET: Veil-Piercing Suit Transferred to D. Conn.
NEXCEN BRANDS: Shareholders Elect 5 Directors, Appoint KPMG
NORCRAFT COMPANIES: Moody's Cuts Rating on Senior Notes to 'B2'

NORTEL NETWORKS: Has Escrow Pact with JPM on Ericsson Sale
NORTEL NETWORKS: Has Escrow Pact with JPM on Carrier Biz Sale
NORTEL NETWORKS: Proposes to Amend Lease With IPC Metrocenter
NORTEL NETWORKS: Presents Settlement of Flextronics Claims
NORTEK HOLDINGS: Court Confirms Prepackaged Reorganization Plan

NOVELIS INC: Bank Debt Trades at 11% Off in Secondary Market
NTK HOLDINGS: Payment for Employee Claims Capped at $33 Million
NTK HOLDINGS: Payables Payments Capped at $108.4 Million
NTK HOLDINGS: Schedules Filing Deadline Moved to January 7
NTK HOLDINGS: Court Establishes Claims Settlement Procedures

OCCULOGIX INC: Posts $654,653 Net Loss for September 30 Quarter
OLD TIME: Shuts Down Eight of Ten Store Locations
OMAR YEHIA SPAHI: Case Summary & 14 Largest Unsecured Creditors
OSI RESTAURANT: Posts $20.6 Million Net Loss for Sept. 30 Quarter
OWEN MOTORS INC: Case Summary & 20 Largest Unsecured Creditors

PATTERSON PARK: Court Confirms Chapter 11 Plan
PETTERS GROUP: Founder Found Guilty for $3.65-Bil. Ponzi Scheme
PHOENIX FOOTWEAR: Secures $4.5MM Loan; Retires Wells Fargo Debt
PILGRIM'S PRIDE: 80 Creditors Sell $2.76 Million in Claims
PINNACLE FOODS: Bank Debt Trades at 11.10% Off in Secondary Market

PONYBOY REALTY LLC: Case Summary & 4 Largest Unsec. Creditors
PREMIUM DEVELOPMENTS: Case Summary & 32 Largest Unsec. Creditors
PRICELINE.COM INC: S&P Raises Corporate Credit Rating to 'BB'
PROVIDENCE BB: Case Summary & 2 Largest Unsecured Creditors
QHB HOLDINGS LLC: Case Summary & 30 Largest Unsec. Creditors

RADIENT PHARMACEUTICALS: Raises $1-Mil. in Shares Sale
RANDALL KING STRAIGHT: Case Summ. & 7 Largest Unsec. Creditors
REAL ESTATE ASSOCIATES VII: Posts $225,000 Net Loss for Q3 2009
REALOGY CORP: Bank Debt Trades at 15% Off in Secondary Market
REDPRAIRIE CORP: S&P Gives Developing Outlook, Affirms 'B' Rating

RENEW ENERGY: Grain Co. Fights Rejection of $5.4M Claim
RESCARE INC: $54 Mil. Charge for Damages Cue Moody's Rating Review
RONSON CORP: Files Amendments to 1st & 2nd Quarter 2009 Reports
ROYAL PLAZA LLC: Case Summary & 4 Largest Unsecured Creditors
RUDY JAMES LANIER: Case Summary & 16 Largest Unsec. Creditors

SACHIDANAND LLC: Case Summary & 9 Largest Unsecured Creditors
SARATOGA RESOURCES: Wins Confirmation of Plan, Sees Year-End Exit
SENSATA TECHNOLOGIES: Moody's Raises Corp. Family Rating to 'Caa1'
SHALAN ENTERPRISES: Asks Court Okay to Use Cash Collateral
SIMMONS BEDDING: Parent Suspends Duty to File SEC Reports

SPRINT NEXTEL: Ireland Acquisition May Name Majority of iPCS Board
STATION CASINOS: Chapter 11 Trustee Sought by Committee
STOCK BUILDING: To Auction Two Buildings Under Liquidation Plan
SUNGARD DATA: Bank Debt Trades at 7% Off in Secondary Market
SUPPER 88 LLC: Court Dismisses Chapter 11 Proceeding

SWIFT TRANSPORTATION: Bank Debt Trades at 11.35% Off
TATANKA HOTEL: 3.26-Acre Property Slated for Auction Before Bankr.
TATTNALL BANK: HeritageBank of South Assumes All Deposits
TAYLOR-WHARTON: Pays Prepetition Claims of Ongoing Trade Creditors
TECH DATA: Fitch Affirms Issuer Default Ratings at 'BB+'

TELESAT CANADA: Bank Debt Trades at 7.18% Off in Secondary Market
TH AGRICULTURE & NUTRITION: District Court Affirms Plan Approval
TLC VISION: In Restructuring Talks with Lenders; May Sell Assets
TRANS ENERGY INC: Posts $1.27-Mil. Net Loss for Sept. 30 Quarter
TRIBUNE CO: Bank Debt Trades at 48% Off in Secondary Market

TRUMP ENT: Backs Bondholders Plan; Beal to File Rival Plan
UAL CORP: Records High Executive Payments Amidst Pension Cuts
UAL CORP: Flight Attendants Join AMR AFA Strike
UAL CORP: Par Investment Reports 8.04% Equity Stake
UNIVERSAL ENERGY: Delays Filing of Sept. 30 Quarterly Report

UNIVISION COMMS: Fitch Reports Modest & Uneven Outlook for Sector
VERMILLION INC: Committee Hires NHB as Financial Advisor
VERMILLION INC: Files Amended Plan Ahead of Dec. 8 Outline Hearing
VIKING SYSTEMS: Amends September 30 Form 10-Q Quarterly Report
VONAGE HOLDINGS: Receives Final Court OK of 2006 IPO Settlement

WEGENER CORPORATION: Receives Non-Compliance Notice From Nasdaq
WINN-DIXIE: Burden of Proof Can Shift in Complicated Case
WISE METALS: In Talks with Lenders to Extend Loan Maturity
WOODVIEWS AT ST. PAUL: Voluntary Chapter 11 Case Summary
YL WEST: Files Schedules of Assets and Liabilities

* 2009's Bank Closings Rise to 130 as Six Banks Shut Friday
* Fitch Says IT Spending Growth Supports Outlook for Tech Industry
* Fitch Reports Modest & Uneven Outlook for the Media Sector
* Fitch Sees Stiff Competition on Telecom & Cable Operators

* Andrews Kurth Elects Four New Partners for 2010
* Bibby Financial Provides DIP Financing to Auto Parts Supplier
* Cadwalader Names Antitrust and Restructuring Special Counsel
* Paul Weiss Announces Election of Five New Partners

* BOND PRICING -- For Week From November 30 to December 4



                            *********

ACCESS PHARMACEUTICALS: In Talks on Convertible Note Payment Plan
-----------------------------------------------------------------
Access Pharmaceuticals, Inc., said it is negotiating a mutually
acceptable payment plan in connection with a convertible note in
the principal amount of $5,500,000 outstanding.  Interest on the
note is due annually and was due September 13, 2009, in the amount
of $423,500.  The Company has received an extension for the
interest due from the noteholder.  

The convertible note is due September 13, 2011.

Access Pharmaceuticals reported licensing revenue for the third
quarter ended September 30, 2009, of $124,000 as compared to
$38,000 for 2008, an increase of $86,000.  Licensing revenue for
the first nine months of 2009 was $228,000 as compared to $77,000
for the same period of 2008.  The Company has received upfront
licensing payments from SpePharm Holding, B.V., RHEI, JCOM and
ASK.

The Company received royalties of $20,000 in the third quarter
2009.  The Company received royalties of $20,000 in the first nine
months of 2009.  There were no royalties in the same period in
2008.

The Company had sponsored research and development revenue of
$9,000 in the 2008 third quarter.  The Company had sponsored
research and development revenue of $140,000 in the first nine
months of 2008.  The research and development agreement was
completed in 2008.

The Company said Net loss allocable to common stockholders for the
third quarter 2009, was $4,542,000, or a $0.37 basic and diluted
loss per common share, compared with a loss of $4,544,000, or a
$0.55 basic and diluted loss per common share for the same period
in 2008, a decreased loss of $2,000.  Net loss allocable to common
stockholders for the first nine months of 2009 was $9,802,000, or
a $0.86 basic and diluted loss per common share, compared with a
loss of $32,208,000, or a $3.97 basic and diluted loss per common
share for the same period in 2008, a decreased loss of
$22,406,000.

At September 30, 2009, the Company had $2,705,000 in total assets
against $18,304,000 in total liabilities, resulting in $15,599,000
in stockholders' deficit.  As of September 30, 2009, cash and cash
equivalents were $1,672,000 and the Company's net cash burn rate
for the nine months ended September 30, 2009, was roughly $115,000
per month.  As of September 30, 2009, the Company had working
capital deficit of $6,252,000.  The working capital deficit at
September 30 represented an increase of $1,639,000 as compared to
working capital deficit as of December 31, 2008 of $4,613,000.  
The increase in the working capital deficit at September 30, 2009,
reflects an increase in operating expenses which included
manufacturing product scale-up for the Company's new ProLindac
trial and MacroChem expenses offset by milestone payments from the
licensing agreements.

As of September 30, 2009, the Company did not have enough capital
to achieve its long-term goals.  "If we raise additional funds by
selling equity securities, the relative equity ownership of our
existing investors would be diluted and the new investors could
obtain terms more favorable than previous investors. A failure to
obtain necessary additional capital in the future could jeopardize
our operations and our ability to continue as a going concern,"
the Company said in its quarterly report on Form 10-Q filed with
the Securities and Exchange Commission in November.

"We have generally incurred negative cash flows from operations
since inception, and have expended, and expect to continue to
expend in the future, substantial funds to complete our planned
product development efforts. Since inception, our expenses have
significantly exceeded revenues, resulting in an accumulated
deficit as of September 30, 2009 of $245,787,000. We expect that
our capital resources will be adequate to fund our current level
of operations into the first quarter of 2010.  However, our
ability to fund operations over this time could change
significantly depending upon changes to future operational funding
obligations or capital expenditures. As a result, we are required
to seek additional financing sources within the next twelve
months. We cannot assure you that we will ever be able to generate
significant product revenue or achieve or sustain profitability,"
the Company said.

The Company said to conserve cash, management, employees and
consultants have reduced their monthly stipends.  Some consultants
also agreed to take common stock and warrants for their services.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4b23

On December 2, 2009, Access Pharmaceuticals filed with the SEC a
PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933.  The Company is seeking to issue
25,000,000 Units, each unit consisting of yet-to-be-determined
shares of the Company's Common Stock, $0.01 par value, and
warrants to purchase yet-to-be-determined shares of Common Stock.

The Troubled Company Reporter on November 4 reported the Company's
filing of a shelf registration statement.  

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?4825

A full-text copy of the Pre-Effective Amendment No. 1 to Form S-1
is available at no charge at http://ResearchArchives.com/t/s?4b22

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing a range of pharmaceutical products
primarily based upon our nanopolymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.


ACTION PRODUCTS: To Liquidate Toy Business and Seek New Venture
---------------------------------------------------------------
Warren Kaplan, Principal Restructuring Officer of Action Products
Int'l Inc. (PINKSHEETS: APII) announced December 4 that the
company is going to liquidate its failing toy business and seek a
new venture.

The company has a tax loss in excess of $11,500,000.
Mr. Kaplan stated, "I returned to the company as Principal
Restructuring Officer, in the later part of March, after being
nearly four years away.  The enormity of the financial problems
became unmasked as the financials were delved into for the year-
end audit.  The CFO/COO, with virtually no 'skin in the game,' had
suddenly resigned in late February and the CEO/Chairman, with just
48 hours of notice, resigned at the end of March.  Sales were
falling precipitously; shippers would not deliver goods nor pick
up shipments for the company's customers.  Sales representatives
had not been paid commissions that were owed for months and no
longer wanted to sell for the company, phone bills had not been
paid and service was being cut off and even the electric company
was threatening to cut off service due to non payment.

"The 10K could not be filed due to the constant revelations of new
problems and necessary write downs, including millions of dollars
due to vendors and credit lines from suppliers and service company
were cut off. Expenses were cut and where possible some legacy
debt was settled at cents on the dollar. In addition, the Company
was facing the expiration on June 25th of the main credit
facility, which was secured by a lien on all of the Company's
assets. The Company found a new creditor to purchase the position
of the previous finance company and it was hoped the Company could
be salvaged."

Mr. Kaplan continued, "The secured creditor had given us time to
work out a solution but it turned out to be a 'Humpty Dumpty'
situation. Action Products could not be put back together again.
Sadly the good name of Action Products Int'l Inc. which operated
since 1977, and was a publicly held company on NASDAQ since 1984,
had been irreparably damaged.

"In the interest of trying to salvage value for the shareholders,
it has been decided to seek a new venture and the company's
management has been focused on that course. We do not know if we
will be successful but we will try." Mr. Kaplan continued, "We
have just filed interim unaudited financial statements at
http://www.pinksheets.com/pink/quote/quote.jsp?symbol=apii."
Reverse Merger candidates are urged to send all proposals with
contact information to TOBYInvestmentGp@aol.com. No telephone
calls will be answered.


ADAM JONUS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Joint Debtors: Adam Jonus
                 dba Alba Investment Group, LLC
               Maria Jonus
                 dba Alba Investment Group, LLC
               12139 E. Mountain View Rd.
               Scottsdale, AZ 85259

Bankruptcy Case No.: 09-31285

Chapter 11 Petition Date: December 3, 2009

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

Debtor's Counsel: Nasser U. Abujbarah, Esq.
                  The Law Offices Of Nasser U. Abujbarah
                  10654 N. 32nd St
                  Phoenix, AZ 85028
                  Tel: (602) 493-2586
                  Fax: (602) 923-3458
                  Email: NUALegal@yahoo.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


ADVANCED ENVIRONMENTAL: Posts $4,071,000 Net Loss for Q3 2009
-------------------------------------------------------------
Advanced Environmental Recycling Technologies, Inc., said Net loss
applicable to common stock was $4,071,000 for the three months
ended September 30, 2009, from a net loss of $1,912,000 for the
same period a year ago.  Net loss applicable to common stock was
$4,358,000 for the nine months ended September 30, 2009, from a
net loss of $11,076,000 for the year ago period.

Net sales were $19,099,000 for the three months ended September
30, 2009, from $18,634,000 for the year ago period.  Net sales
were $57,833,000 for the nine months ended September 30, 2009,
from $73,075,000 for the year ago period.

At September 30, 2009, the Company had $57,007,000 in total assets
against total current liabilities of $40,830,000, long-term debt,
less current maturities of $23,438,000, capital lease obligations,
less current maturities of $411,000, accrued dividends on
convertible preferred stock of $750,000; resulting in $8,422,000
in stockholders' deficit.

In its Form 10-Q report, the Company noted that at September 30,
2009, it had a working capital deficit of $27.9 million and a
stockholders' deficit of $8.4 million.  The Company incurred
losses from operations of $19.8 million and $8.8 million for the
years ended December 31, 2008 and 2007, respectively, and incurred
a loss from operations of $1.4 million for the nine months ended
September 30, 2009.  The Company has limited additional financial
resources available to support its operations and has relied over
the last year on extensions of certain of its financings by its
lenders.

The Company said it will require additional financial resources to
fund maturities of debt and other obligations as they become due.
These factors, among others, raise doubt about the ability of the
Company to continue as a going concern.  The Company said its
ability to continue as a going concern is dependent upon the
ongoing support of its creditors, investors and customers, and its
ability to successfully mass produce and market its products at
economically feasible levels.

The Company plans to resolve its current liquidity issue and
structure its operations to generate positive cash flow in 2009,
while improving profits in the future to maximize shareholder
value.  The Company's immediate liquidity issue is being addressed
by:

     1) Implementing additional cost reductions: A substantial
        amount of cost has already been eliminated from the
        Company's operations and additional cost reductions are
        being identified and implemented.

     2) Pursuing additional funding to provide liquidity while
        restructuring the business: In addition to continuing to
        seek potential sources of financing, the Company is
        pursuing government loan guarantees and investigating
        grants and low interest loans for companies that produce
        environmentally responsible green products, as well as
        seeking less traditional debt and equity financing
        opportunities.

     3) Restructuring existing debt to improve short-term
        liquidity: The Company's line of credit has been extended
        by Liberty Bank to January 15, 2010, as the Company works
        to attain a longer term working capital facility. Liberty
        Bank has also extended the maturity date of a $1.7 million
        loan from September 28, 2009 to January 28, 2010.
        Additionally, Allstate deferred $1.2 million in principal
        and interest payments on the Series 2007 and Series 2008
        bonds in the first half of 2009, and has extended the
        maturity of $6.8 million in notes payable until a time to
        be determined upon further review by Allstate, which the
        Company expects to take place in the fourth quarter of
        2009.  Allstate has also maintained its support by
        continuing to fund the construction of the Company's Watts
        plastic recycling facility.

     4) Startup of Watts recycling facility: The Company expects
        its Watts recycling facility to reduce raw material costs
        and generate additional sales of recycled materials in
        2010.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4b24

Advanced Environmental Recycling Technologies, Inc., founded in
1988, recycles polyethylene plastic and develops, manufactures,
and markets composite building materials that are used in place of
traditional wood or plastic products for exterior applications in
building and remodeling homes and for certain other industrial or
commercial building purposes.  Its products have been tested, and
are sold by leading national companies such as the Weyerhaeuser
Company (Weyerhaeuser), Lowe's Companies, Inc. (Lowe's) and
Therma-Tru Corporation.  The Company's products are primarily used
in renovation and remodeling by consumers, homebuilders, and
contractors as a low maintenance, exterior, green (environmentally
responsible) building alternative for decking, railing, and trim
products.  AERT operates manufacturing and recycling facilities in
Springdale and Lowell, Arkansas.  It also operates a warehouse and
reload complex in Lowell, Arkansas.  


ADVANCED MICRO: IT Spending Growth Supports Tech Industry Outlook
-----------------------------------------------------------------
Fitch Ratings' 2010 outlook for information technology sectors is
stable based on expectations that global IT spending will resume
growth equivalent to or exceeding worldwide GDP.  In a special
outlook report issued, Fitch says improved market demand,
especially for enterprise hardware and particularly for the second
half of the year, will drive company expectations for 2010 and
should further stabilize technology operating and credit profiles.

'A gradually improving economy should result in sequentially
better demand patterns for technology companies in 2010,' said
Nick Nilarp, Managing Director at Fitch.  'There is considerable
pent-up enterprise demand for hardware purchases, primarily
servers and storage, which have been postponed the last two years
during the global economic downturn.  This has led to an aging
infrastructure that is increasingly expensive to maintain.' Nilarp
cautions that the U.S. consumer remains a wildcard and the risk of
a double-dip recession remains and could arrest any market
improvement.  

Fitch says ratings strengths for the industry include strong
financial flexibility via high cash balances and consistent free
cash flow supported by relatively stable cash conversion cycles.  
Also, solid unit demand expectations for personal computers (PCs),
mobile handsets, and servers could result in higher-than-expected
revenue if pricing pressures are moderate.  The consistency and
rational behavior of the supply chain served the industry well
during challenging economic and industry conditions in 2009, and
Fitch expects similar behavior will continue to benefit the IT
industry in 2010.  Opportunities for better-than-expect7ed
performance could occur from a continuation of global economic
stimulus packages, strong performance of developing economies, and
increased IT spending relating to healthcare.

Key Themes to Fitch's IT Outlook:

  -- The worldwide IT spending environment will grow 3%-4% in
     2010, led by hardware.  Fitch expects the IT services
     industry to grow 3%-5% in 2010 while the semiconductor
     industry will experience a rebound in revenue growth at low-
     to mid-single digits;

  -- PC and mobile handset unit growth is expected to be in the
     high-single digits and mid-single digits, respectively, for
     2010; Fitch believes the release of Windows 7 will positively
     affect PC demand from consumers in the fourth quarter of
     2009, small and medium business in the first half of 2010 and
     large enterprise in late 2010 into early 2011; the PC mix
     will likely continue to be skewed towards consumers,
     potentially resulting in minimal to negative PC revenue
     growth in 2010 based on the recent declines in PC average
     selling prices;

  -- Operating profitability is expected to improve as cost
     reduction initiatives result in positive operating leverage
     upon the resumption of top line growth.

Key Concerns to Fitch's IT Outlook:

  -- Fitch believes the biggest threat to IT spending in 2010 is
     the fragile economy, particularly in Europe and the weak
     recovery in the U.S., and the resultant impact on the
     consumer and business confidence.  While there is limited
     visibility for worldwide demand, Fitch believes macroeconomic
     trends (Fitch 2010 GDP forecasts: 1.8% U.S., 0.5% Euro Area,
     6.5% BRIC) could continue to pressure companies that lack
     product depth and geographic revenue diversity.  

  -- Limited demand visibility;

  -- Existence of excess manufacturing capacity and the negative
     effects this could possibly have on pricing;

  -- Event risk of acquisitions (less so for shareholder friendly
     actions) and the resultant possible increase in debt levels
     due to cash location challenges;

Key Credit Considerations:

  -- Technology industry cash levels of $300 billion
     (approximately half is located overseas) may be pressured in
     2010 driven by top-line growth and resultant working capital
     usage;

  -- Total industry debt from current and new issuers may increase
     in 2010, surpassing the 2009 debt level of more than $220
     billion.  New debt issuance will be driven by cash location,
     acquisitions, and refinancings as the industry has
     approximately $15 billion of debt maturing in 2010.  

  -- Fitch continues to believe the maturing technology industry
     will experience solid acquisition activity from strategic
     buyers, particularly for the software and IT Services
     sectors, and potentially, though less likely, the EMS and
     distributor sectors.  

A list of Fitch-rated issuers in the U.S. technology sector and
their current Issuer Default Ratings:

  -- Accenture Ltd. ('A+'; Outlook Stable);

  -- Advanced Micro Devices, Inc. ('B-'; Outlook Positive);

  -- Affiliated Computer Services, Inc. ('BB'; Rating Watch
     Positive);

  -- Agilent Technologies Inc. ('BBB'; Outlook Stable);  

  -- Anixter Inc. ('BB+'; Outlook Stable);

  -- Anixter International Inc. ('BB+'; Outlook Stable);

  -- Arrow Electronics, Inc. ('BBB-'; Outlook Stable);

  -- Avnet, Inc. ('BBB-'; Outlook Stable);

  -- Broadridge Financial Solutions ('BBB'; Rating Watch
     Positive);

  -- CA Inc. ('BBB'; Outlook Stable);

  -- Celestica Inc. ('BB-'; Outlook Stable);

  -- Computer Sciences Corp. ('BBB+'; Outlook Stable);

  -- Convergys Corp. ('BBB-'; Outlook Negative);

  -- Corning Incorporated ('BBB+'; Outlook Stable);

  -- Dell Inc. ('A'; Outlook Stable);

  -- Eastman Kodak Company ('B-'; Outlook Stable);

  -- eBay, Inc. ('A'; Outlook Stable);

  -- First Data Corp. ('B'; Outlook Stable);

  -- FIS Inc. ('BB+'; Outlook Positive);

  -- Metavante Technologies Inc. ('BB+'; Outlook Positive);  

  -- Flextronics International Ltd. ('BB+'; Outlook Stable);

  -- Freescale Semiconductor, Inc. ('CCC');

  -- Hewlett-Packard Company ('A+'; Outlook Stable);

  -- H&R Block Inc. ('BBB'; Outlook Stable);

  -- Block Financial Corp. ('BBB'; Outlook Stable);

  -- Ingram Micro Inc. ('BBB-'; Outlook Stable);

  -- International Business Machines Corp. ('A+'; Outlook Stable);  

  -- International Rectifier Corp. ('BB'; Outlook Negative);  

  -- Jabil Circuit, Inc. ('BB+'; Outlook Positive);

  -- KLA-Tencor Corp. ('BBB'; Outlook Negative);

  -- Microsoft Corp. ('AA+'; Outlook Stable);

  -- Moneygram International Inc. ('B+'; Outlook Negative);

  -- Moneygram Payment Systems Worldwide, Inc. ('B+'; Outlook
     Negative);

  -- Motorola, Inc. ('BBB-'; Outlook Negative);

  -- Nokia Corporation ('A'; Outlook Negative);

  -- Oracle Corp. ('A'; Outlook Stable);

  -- Pitney Bowes Inc. ('A-'; Outlook Stable);

  -- Sanmina-SCI Corp. ('B'; Outlook Stable);

  -- Seagate Technology ('BB'; Outlook Stable);

  -- SunGard Data Systems Inc. ('B'; Outlook Negative);

  -- Sun Microsystems, Inc. ('BBB-'; Rating Watch Evolving);

  -- Tech Data Corporation ('BB+'; Outlook Stable);

  -- Telefonaktiebolaget LM Ericsson ('BBB+'; Outlook Stable);

  -- Texas Instruments Incorporated ('A+'; Outlook Stable);

  -- The Western Union Company ('A-'; Outlook Stable);

  -- Tyco Electronics Ltd. ('BBB'; Outlook Negative);

  -- Unisys Corp. ('B'; Outlook Negative);

  -- Xerox Corporation ('BBB'; Outlook Negative).


AFFILIATED COMPUTER: Bank Debt Trades at 2% Off
-----------------------------------------------
Participations in a syndicated loan under which Affiliated
Computer Services, Inc., is a borrower traded in the secondary
market at 98.49 cents-on-the-dollar during the week ended Dec. 4,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.43 percentage points from the previous week, The Journal
relates.  The loan matures on Feb. 13, 2013.  The Company pays 200
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Ba2 rating and Standard & Poor's BB rating.  
The debt is one of the biggest gainers and losers among the 178
widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Dec. 4.

Affiliated Computer Services, Inc. (NYSE:ACS) -- http://www.acs-
inc.com/ -- is a provider of business process outsourcing and
information technology services to commercial and government
clients.  The Company has two segments based on the clients it
serves: commercial and government.  The commercial segment
accounted for approximately 60% of its revenues during the fiscal
year ended June 30, 2008 (fiscal 2008).  The Company provides
services to a variety of clients worldwide, including information
technology, human capital management, finance and accounting,
customer care, transaction processing, payment services and
commercial education.  During fiscal 2008, revenues from the
government segment accounted for approximately 40% of the
Company's revenues.  The Company services its clients through
long-term contracts.  It supports client operations in more than
100 countries. In March 2009, it acquired e-Services Group
International.  In June 2009, it completed the acquisition of
United Kingdom-based Anix.


AFFINITY GROUP: Lenders Move Interest Payment Date to Dec. 11
-------------------------------------------------------------
Affinity Group Holding, Inc., on September 14, 2009, received
consent letters from certain institutional holders of its 10-7/8%
Senior Notes Due 2012 holding in the aggregate $65,835,969
principal amount of the AGHI Notes outstanding and consent letters
from certain non-institutional holders of the AGHI Notes holding
in the aggregate $46,555,946 principal amount of the AGHI Notes
outstanding.  The aggregate principal amount of the AGHI Notes
outstanding is $113,648,603 so the holders executing the Consents
held 98.9% of the outstanding principal amount of the AGHI Notes.

On September 14, 2009, the Company paid the interest on the
remaining $1,256,688 principal amount of AGHI Notes that are
outstanding and for which an Institutional Consent or an Other
Consent was not obtained.

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

As of December 1, 2009, the holders who signed the Institutional
Consents have agreed to extend the interest payment date on their
AGHI Notes to December 11, 2009.  As of October 28, 2009, the
holders who signed the Other Consents have agreed to extend the
interest payment date on their AGHI Notes to the date that is five
business days after the date of termination of the Institutional
Consents, including any additional extensions of the Institutional
Consents.

                      About Affinity Group

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

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

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


AGA MEDICAL: S&P Retains Positive Watch Pending Nonjury Trial
-------------------------------------------------------------
AGA Medical Corp.'s ratings remain on CreditWatch with positive
implications pending the outcome of the nonjury trial with
Medtronic Corp. Standard & Poor's Ratings Services expects to
resolve the CreditWatch listing when the nonjury trial concludes.  
A favorable outcome, even if appealed by Medtronic, would result
in a rating upgrade to 'BB-'.  In the event of an unfavorable
outcome, S&P would base its rating actions on the amount of
collateral that the court requires to be posted, which could be up
to 150% of the verdict.
     
In January 2007, Medtronic filed a lawsuit against AGA Medical
claiming that certain AGA Medical products infringed on three of
Medtronic's patents covering the use of nitinol in medical
devices.  A trial was conducted (the court dismissed one patent
claim in a summary judgment), and the jury awarded Medtronic $58
million.  The companies expect the second, nonjury portion of the
trial to commence on Dec. 7, 2009.  Per a rule of law established
in another medical device case, AGA Medical believes that $14
million of the $58 million of damages will no longer apply.  
Regardless of the outcome, the case will likely be appealed and
take several years to resolve.  While S&P believes that AGA
Medical could accumulate sufficient cash cushion prior to the
ultimate resolution of the case, the potential need for the
company to post collateral at the conclusion of the nonjury phase
of the trial in the event of a ruling in Medtronic's favor could
weaken the company's liquidity in the short term.  The companies
expect the court to render a verdict within 90 days after the
conclusion of the trial.
     
The non-investment grade ratings on Plymouth, Minn.-based AGA
Medical reflect the company's narrow product line of medical
devices, which largely treat structural heart defects, and
relatively modest-sized revenue base.  In addition, AGA Medical
faces risks posed by competition, regulation, and patent
litigation.  While debt leverage was materially reduced as a
result of the October 2009 IPO, pro forma debt to EBITDA (per the
company's compliance calculation) of about 3x remains significant.  
Despite these risks, AGA Medical holds a dominant position in its
niche market and has a broad geographic reach; the mix of
international to U.S. sales is about 60/40.  Revenue growth, which
has benefited from both demand and price increases, remains in the
mid-double digits.
     
AGA Medical designs, develops, and manufactures closure devices
that are percutaneously introduced into the heart using the
company's ancillary products, such as delivery systems, sizing
balloons, and guidewires.  While its portfolio of products is
gradually expanding, AGA Medical has product concentration in
occlusion devices.  Septal occluders and patent foramen ovale  
occluders represent 55% and 14% of sales, respectively.  Vascular
devices, all other devices, and ancillary products (including
delivery devices) represent 7%, 12%, and 12% of sales,
respectively.  The company introduced cardiac plugs (in Europe),
and a line of vascular grafts is under development.  


ANIXTER INC: IT Spending Growth Supports Tech Industry Outlook
--------------------------------------------------------------
Fitch Ratings' 2010 outlook for information technology sectors is
stable based on expectations that global IT spending will resume
growth equivalent to or exceeding worldwide GDP.  In a special
outlook report issued, Fitch says improved market demand,
especially for enterprise hardware and particularly for the second
half of the year, will drive company expectations for 2010 and
should further stabilize technology operating and credit profiles.

'A gradually improving economy should result in sequentially
better demand patterns for technology companies in 2010,' said
Nick Nilarp, Managing Director at Fitch.  'There is considerable
pent-up enterprise demand for hardware purchases, primarily
servers and storage, which have been postponed the last two years
during the global economic downturn.  This has led to an aging
infrastructure that is increasingly expensive to maintain.' Nilarp
cautions that the U.S. consumer remains a wildcard and the risk of
a double-dip recession remains and could arrest any market
improvement.  

Fitch says ratings strengths for the industry include strong
financial flexibility via high cash balances and consistent free
cash flow supported by relatively stable cash conversion cycles.  
Also, solid unit demand expectations for personal computers (PCs),
mobile handsets, and servers could result in higher-than-expected
revenue if pricing pressures are moderate.  The consistency and
rational behavior of the supply chain served the industry well
during challenging economic and industry conditions in 2009, and
Fitch expects similar behavior will continue to benefit the IT
industry in 2010.  Opportunities for better-than-expected
performance could occur from a continuation of global economic
stimulus packages, strong performance of developing economies, and
increased IT spending relating to healthcare.

Key Themes to Fitch's IT Outlook:

  -- The worldwide IT spending environment will grow 3%-4% in
     2010, led by hardware.  Fitch expects the IT services
     industry to grow 3%-5% in 2010 while the semiconductor
     industry will experience a rebound in revenue growth at low-
     to mid-single digits;

  -- PC and mobile handset unit growth is expected to be in the
     high-single digits and mid-single digits, respectively, for
     2010; Fitch believes the release of Windows 7 will positively
     affect PC demand from consumers in the fourth quarter of
     2009, small and medium business in the first half of 2010 and
     large enterprise in late 2010 into early 2011; the PC mix
     will likely continue to be skewed towards consumers,
     potentially resulting in minimal to negative PC revenue
     growth in 2010 based on the recent declines in PC average
     selling prices;

  -- Operating profitability is expected to improve as cost
     reduction initiatives result in positive operating leverage
     upon the resumption of top line growth.

Key Concerns to Fitch's IT Outlook:

  -- Fitch believes the biggest threat to IT spending in 2010 is
     the fragile economy, particularly in Europe and the weak
     recovery in the U.S., and the resultant impact on the
     consumer and business confidence.  While there is limited
     visibility for worldwide demand, Fitch believes macroeconomic
     trends (Fitch 2010 GDP forecasts: 1.8% U.S., 0.5% Euro Area,
     6.5% BRIC) could continue to pressure companies that lack
     product depth and geographic revenue diversity.  

  -- Limited demand visibility;

  -- Existence of excess manufacturing capacity and the negative
     effects this could possibly have on pricing;

  -- Event risk of acquisitions (less so for shareholder friendly
     actions) and the resultant possible increase in debt levels
     due to cash location challenges;

Key Credit Considerations:

  -- Technology industry cash levels of $300 billion
     (approximately half is located overseas) may be pressured in
     2010 driven by top-line growth and resultant working capital
     usage;

  -- Total industry debt from current and new issuers may increase
     in 2010, surpassing the 2009 debt level of more than $220
     billion.  New debt issuance will be driven by cash location,
     acquisitions, and refinancings as the industry has
     approximately $15 billion of debt maturing in 2010.  

  -- Fitch continues to believe the maturing technology industry
     will experience solid acquisition activity from strategic
     buyers, particularly for the software and IT Services
     sectors, and potentially, though less likely, the EMS and
     distributor sectors.  

A list of Fitch-rated issuers in the U.S. technology sector and
their current Issuer Default Ratings:

  -- Accenture Ltd. ('A+'; Outlook Stable);

  -- Advanced Micro Devices, Inc. ('B-'; Outlook Positive);

  -- Affiliated Computer Services, Inc. ('BB'; Rating Watch
     Positive);

  -- Agilent Technologies Inc. ('BBB'; Outlook Stable);  

  -- Anixter Inc. ('BB+'; Outlook Stable);

  -- Anixter International Inc. ('BB+'; Outlook Stable);

  -- Arrow Electronics, Inc. ('BBB-'; Outlook Stable);

  -- Avnet, Inc. ('BBB-'; Outlook Stable);

  -- Broadridge Financial Solutions ('BBB'; Rating Watch
     Positive);

  -- CA Inc. ('BBB'; Outlook Stable);

  -- Celestica Inc. ('BB-'; Outlook Stable);

  -- Computer Sciences Corp. ('BBB+'; Outlook Stable);

  -- Convergys Corp. ('BBB-'; Outlook Negative);

  -- Corning Incorporated ('BBB+'; Outlook Stable);

  -- Dell Inc. ('A'; Outlook Stable);

  -- Eastman Kodak Company ('B-'; Outlook Stable);

  -- eBay, Inc. ('A'; Outlook Stable);

  -- First Data Corp. ('B'; Outlook Stable);

  -- FIS Inc. ('BB+'; Outlook Positive);

  -- Metavante Technologies Inc. ('BB+'; Outlook Positive);  

  -- Flextronics International Ltd. ('BB+'; Outlook Stable);

  -- Freescale Semiconductor, Inc. ('CCC');

  -- Hewlett-Packard Company ('A+'; Outlook Stable);

  -- H&R Block Inc. ('BBB'; Outlook Stable);

  -- Block Financial Corp. ('BBB'; Outlook Stable);

  -- Ingram Micro Inc. ('BBB-'; Outlook Stable);

  -- International Business Machines Corp. ('A+'; Outlook Stable);  

  -- International Rectifier Corp. ('BB'; Outlook Negative);  

  -- Jabil Circuit, Inc. ('BB+'; Outlook Positive);

  -- KLA-Tencor Corp. ('BBB'; Outlook Negative);

  -- Microsoft Corp. ('AA+'; Outlook Stable);

  -- Moneygram International Inc. ('B+'; Outlook Negative);

  -- Moneygram Payment Systems Worldwide, Inc. ('B+'; Outlook
     Negative);

  -- Motorola, Inc. ('BBB-'; Outlook Negative);

  -- Nokia Corporation ('A'; Outlook Negative);

  -- Oracle Corp. ('A'; Outlook Stable);

  -- Pitney Bowes Inc. ('A-'; Outlook Stable);

  -- Sanmina-SCI Corp. ('B'; Outlook Stable);

  -- Seagate Technology ('BB'; Outlook Stable);

  -- SunGard Data Systems Inc. ('B'; Outlook Negative);

  -- Sun Microsystems, Inc. ('BBB-'; Rating Watch Evolving);

  -- Tech Data Corporation ('BB+'; Outlook Stable);

  -- Telefonaktiebolaget LM Ericsson ('BBB+'; Outlook Stable);

  -- Texas Instruments Incorporated ('A+'; Outlook Stable);

  -- The Western Union Company ('A-'; Outlook Stable);

  -- Tyco Electronics Ltd. ('BBB'; Outlook Negative);

  -- Unisys Corp. ('B'; Outlook Negative);

  -- Xerox Corporation ('BBB'; Outlook Negative).


AMERICAN MEDIA: Bank Debt Trades at 9.45% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which American Media
Operations, Inc., is a borrower traded in the secondary market at
90.55 cents-on-the-dollar during the week ended Dec. 4, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.55
percentage points from the previous week, The Journal relates.  
The loan matures on Jan. 27, 2013.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among the 178 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Dec. 4.

American Media Operations, Inc. --
http://www.americanmediainc.com/-- is a publisher in the field of  
celebrity journalism and health and fitness magazines.  The
Company's publications include Star, Shape, Men's Fitness, Fit
Pregnancy, Natural Health, Muscle & Fitness, Muscle & Fitness
Hers, Flex, National Enquirer, Globe, Country Weekly, Mira!, Sun,
National Examiner, and other publications.  The Company has
aggregated its business into five reporting segments: Celebrity
Publications, Tabloid Publications, Women's Health and Fitness
Publications, Distribution Services and Corporate/Other.


AMTRUST BANK, CLEVELAND: New York Community Assumes All Deposits
----------------------------------------------------------------
AmTrust Bank, Cleveland, Ohio, was closed December 4 by the Office
of Thrift Supervision, which appointed the Federal Deposit
Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with New York Community Bank, Westbury, New York, to
assume all of the deposits of AmTrust Bank.

The 66 branches of AmTrust Bank reopened during their normal
business hours beginning Saturday as branches of New York
Community Bank.  Depositors of AmTrust Bank will automatically
become depositors of New York Community Bank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit coverage.  Customers should continue to use their existing
branches until New York Community Bank can fully integrate the
deposit records of AmTrust Bank.

As of October 27, 2009, AmTrust Bank had total assets of
approximately $12.0 billion and total deposits of approximately
$8.0 billion. New York Community Bank did not pay a premium to
assume all of the deposits of AmTrust Bank.  In addition to
assuming all of the deposits of the failed bank, New York
Community Bank agreed to purchase approximately $9.0 billion in
assets of AmTrust Bank.  The FDIC will retain the remaining assets
for later disposition.

The FDIC and New York Community Bank entered into a loss-share
transaction on approximately $6.0 billion of AmTrust Bank's
assets.  New York Community Bank will share in the losses on the
asset pools covered under the loss-share agreement.  The loss-
share transaction is projected to maximize returns on the assets
covered by keeping them in the private sector.  The transaction
also is expected to minimize disruptions for loan customers. For
more information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-450-5143.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/amtrust.html

As part of this transaction, the FDIC will acquire a cash
participant instrument. This will serve as additional
consideration for the transaction. The FDIC estimates that the
cost to the Deposit Insurance Fund (DIF) will be $2.0 billion.

Furthermore, the FDIC transferred to New York Community Bank all
qualified financial contracts to which AmTrust was a party.

New York Community Bank's acquisition of all the deposits was the
"least costly" resolution for the FDIC's DIF compared to
alternatives. AmTrust Bank is the 128th FDIC-insured institution
to fail in the nation this year, and the second in Ohio. The last
FDIC-insured institution closed in the state was Peoples Community
Bank, West Chester, which closed on July 31, 2009.


ANIXTER INTERNATIONAL: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has revised the Ratings Outlook for Anixter
International Inc. and its wholly owned operating subsidiary,
Anixter Inc. to Stable from Negative and affirmed these ratings:

Anixter

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured debt at 'BB-'.

Anixter Inc.

  -- IDR at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Senior unsecured bank credit facility at 'BB+'.

Fitch's Stable Outlook for the IT Distributors in 2010 is based on
a more optimistic view on end-market demand and resultant
improvement of industry financial profiles offset by expectations
of moderate deterioration in liquidity and heightened event risk.  
Fitch expects modest sales growth in 2010, as corporate IT demand
improves amid a more stable economic backdrop and growth in
emerging markets, particularly Asia-Pacific, while Western Europe
is expected to experience the lowest growth.  Recent cost
reduction initiatives along with aforementioned revenue growth
expectations are expected to drive positive operating leverage.  
Liquidity profiles will likely deteriorate modestly from current
levels as distributors begin deploying cash amid a more stable
operating and credit environment, particularly for acquisitions,
and modest working capital needs drive lower free cash flow.  
While much of the acquisition activity will likely be moderate,
Fitch believes there is an increased likelihood of larger and more
numerous transactions, given higher cash balances, compressed
valuations, and an increasingly stable operating environment.  The
ratings incorporate some capacity for liquidity deterioration as
well as moderate acquisition activity, assuming expected operating
profit improvement materializes.

The ratings and outlook reflect the above considerations as well
as these:

  -- For 2010, Fitch expects mid-single digit revenue growth, a
     function of the expected resumption in global economic growth
     combined with modest market share gains, and double digit
     EBITDA growth as Anixter realizes meaningful operating
     leverage from cost actions taken over the past several
     quarters.  Fitch expects free cash flow of approximately
     $100 million, although subject to increased working capital
     requirements due to either higher than expected revenue
     growth or increased cash conversion cycle days.  

  -- Fitch forecasts leverage (total debt/total operating EBITDA)
     to decline from 3.4 times (4.5x when adjusted for
     operating leases), as of Oct. 2, 2009, to 2.7x (3.7x adjusted
     leverage) by the end of 2010.  Over the next several years,
     Fitch expects leverage to return to the historical range of
     between 2x and 2.5x, although Anixter has at times increased
     leverage in the short-run for debt-financed acquisitions and
     shareholder friendly actions.  

  -- Anixter has significant exposure to copper prices, the Euro
     and Canadian Dollar, all of which negatively impacted revenue
     and operating profitability in 2009.  This exposure generally
     increases volatility of profitability and cash flow
     generation, negatively impacting the credit profile.  
     However, the expected continued stabilization of the global
     economy in 2010 should mitigate the negative impact lower
     copper prices had on Anixter's 2009 results.  A resumption in
     normal economic growth could positively impact results in the
     near term if copper prices increase as would a continued
     decline in the value of the U.S. Dollar relative to the Euro
     and Canadian Dollar, similar to the two-year period prior to
     2009.

  -- Fitch expects Anixter will utilize excess cash and free cash
     flow for potential acquisitions and shareholder friendly
     actions rather than significant debt reduction, subject to a
     stable global economy and credit availability in 2010.  
     Anixter has no maturities before its revolving credit
     facility expires in 2012 ($97 million currently outstanding)
     which minimizes its near-term liquidity needs, outside of
     working capital requirements.  

Credit strengths include Anixter's broad diversification of
products, suppliers, customers and geographic penetration, which
adds stability to the company's financial profile by reducing
operating volatility.  In addition, Anixter is a market leader in
niche distribution markets, which Fitch believes contributes to
Anixter's above-average margins for a distributor.

Credit concerns include Anixter's current and historical strategy
to supplement growth through partially debt-financed acquisitions.  
In addition, Anixter has a history of shareholder-friendly
actions, and Fitch expects the company to return free cash flow in
excess of investments in internal growth and acquisitions to
shareholders under normal operating conditions rather than reduce
debt.

Fitch believes Anixter's liquidity was adequate and consisted of
These as of Oct. 2, 2009: i) approximately $168 million of cash
and cash equivalents; ii) $410 million of five-year revolving
credit agreements maturing April 2012, of which, $312 million was
available; and iii) a $200 million on-balance-sheet accounts
receivable securitization program expiring July 2010, of which,
approximately $195 million was available.  

Total debt as of Oct. 2, 2009 was $900 million and consisted
primarily of these: i) $97 million outstanding under a
$350 million revolving credit facility maturing April 2012;
ii) $200 million in 5.95% senior unsecured notes due February
2015; iii) $157 million ($338 million face value) in 3.25% zero-
coupon unsecured notes due July 2033 which are both putable and
callable in July 2011; iv) $246 million in 1% convertible
unsecured notes due February 2013; v) $200 million in 10% senior
notes due February 2014; and vi) approximately $5 million
outstanding under Anixter's $200 million accounts receivable
securitization program.  

The 3.25% zero coupon notes and the 1% convertible notes are
issued by Anixter International and are structurally subordinated
to the remaining debt which is issued by Anixter Inc. Anixter Inc.
is the operating company under the parent company of Anixter
International.


ANTHRACITE CAPITAL: Default Cues NYSE Listing Suspension
--------------------------------------------------------
The New York Stock Exchange on December 1, 2009, announced the
immediate suspension of listing on the NYSE of these equity
securities of Anthracite Capital, Inc.:

     -- common stock (ticker symbol: AHR);
     -- 9.375% Series C Cumulative Redeemable Preferred Stock
        (ticker symbol: AHR PR C); and
     -- 8.25% Series D Cumulative Redeemable Preferred Stock
        (ticker symbol: AHR PR D).

NYSE Regulation, Inc., determined the Company was no longer
suitable for listing in light of the abnormally low price of the
Company's common stock after the Company's December 1 announcement
that discussed defaults and cross-defaults on certain of its
unsecured and secured debt obligations.  The Company's common
stock closed at $0.24 with a resultant market capitalization of
$22.6 million on December 1, 2009.

NYSE Regulation also noted that the Company, in its December 1
announcement, stated that there can be no assurance that the
Company's discussions with creditors will result in its continuing
operations and referenced management's assessment that in the
event of reorganization or liquidation, shareholders would not
receive any value and the value received by unsecured creditors
would be minimal. The Company understands that the NYSE commenced
delisting procedures pursuant to Section 802.01D of the NYSE's
Listed Company Manual.

In its announcement regarding the suspension, NYSE Regulation also
noted that the Company had previously fallen below the NYSE's
continued listing standard for average closing price of less than
$1.00 over a consecutive 30 trading day period.

The NYSE has submitted applications to the Securities and Exchange
Commission to delist the referenced securities.  At this time, the
Company does not intend to take any action to appeal NYSE
Regulation's decision and, therefore, it is expected that these
securities will be delisted upon completion of the applicable
delisting procedures.

                              Default

Anthracite Capital did not make interest payments, when due on
October 30, 2009, on its outstanding $13.75 million aggregate
principal amount of 7.22% Senior Notes due 2016, its outstanding
$28 million aggregate principal amount of 7.772%-to-floating rate
Senior Notes due 2017 and its outstanding $37.5 million aggregate
principal amount of 8.1275%-to-floating rate Senior Notes due
2017.  Under the indentures governing the Senior Notes, the
continuance of an interest payment default for a period of 30 days
constitutes an event of default.  The Company failed to make the
interest payments on the Senior Notes within this 30-day period.
As a result, an event of default occurred and is continuing under
each of the indentures governing the Senior Notes.

While the events of default are continuing, the trustee or the
holders of at least 25% in aggregate principal amount of any of
the three series of the outstanding Senior Notes may, by a written
notice to the Company, declare the principal amount of such series
of Senior Notes to be immediately due and payable.  The Company
has not received any written notice of acceleration of the Senior
Notes.

The Company said the events of default have triggered cross-
default provisions in the Company's secured bank facilities and
its credit facility with BlackRock Holdco 2, Inc. and, if any debt
were accelerated, would trigger a cross-acceleration provision in
the Company's convertible notes indenture.  If acceleration were
to occur, the Company would not have sufficient liquid assets
available to repay such indebtedness and, unless the Company were
able to obtain additional capital resources or waivers, the
Company would be unable to continue to fund its operations or
continue its business.

The Company also said one of its secured bank lenders, Deutsche
Bank, whose loans to the Company were made under a repurchase
agreement, has informally indicated to the Company that it intends
to exercise its remedy of taking the collateral under the
repurchase agreement.  Under the repurchase agreement, Deutsche
Bank must give the Company at least five business days' written
notice before it may exercise this remedy.  As of December 1, the
Company has not received any such written notice from Deutsche
Bank.  Approximately $58 million principal amount of indebtedness
remains outstanding under the Company's repurchase facility with
Deutsche Bank.

The Company is discussing the events of default and situation with
certain of its creditors, but there can be no assurance that such
discussions will result in the continuing operations of the
Company.

The Company said Tuesday the cash flows from substantially all of
its assets are being diverted to a cash management account for the
benefit of the Company's secured bank lenders due to the
continuation of the Company's default on amortization payments
required under such secured bank facilities.

Management's assessment of the Company's liabilities and the
current market value of the Company's assets suggests that, in the
event of a reorganization or liquidation of the Company in the
near term, shareholders would not receive any value and the value
received by the Company's unsecured creditors would be minimal.

On November 25, 2009, Kathleen M. Hagerty tendered her resignation
from the Board of Directors of Anthracite Capital, effective
immediately.  Ms. Hagerty's resignation did not result from a
disagreement with the Company on any matter relating to the
Company's operations, policies or practices.

                     About Anthracite Capital

Anthracite Capital, Inc. is a specialty finance company focused on
investments in high yield commercial real estate loans and related
securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with approximately $1.435 trillion in
global assets under management at September 30, 2009.  BlackRock
Realty Advisors, Inc., another subsidiary of BlackRock, provides
real estate equity and other real estate-related products and
services in a variety of strategies to meet the needs of
institutional investors.

The Company posted a net loss of $38,794,000 for the three months
ended September 30, 2009, from net income of $2,397,000 for the
same period a year ago.  The Company posted a net loss of
$118,794,000 for the nine months ended September 30, 2009, from
net income of $89,614,000 for the same period a year ago.

Total income for the three months ended September 30, 2009, was
$55,627,000 from $92,465,000 for the same period a year ago.
Total income was $181,182,000 for the nine months ended
September 30, 2009, from $269,262,000 for the same period a year
ago.

At September 30, 2009, the Company had $2,601,125,000 in total
assets against $2,064,290,000 in total liabilities, $23,237,000 in
12% Series E-1 Cumulative Convertible Redeemable Preferred Stock,
and $23,237,000 in 12% Series E-2 Cumulative Convertible
Redeemable Preferred Stock, resulting in stockholders' equity of
$490,361,000.


APPLIANCE WORLD: DeSears Ceases Business Operations After 62 Years
------------------------------------------------------------------
BrandentonHerald.com says DeSears Home Entertainment is shutting
down after 62 years.  The protracted recession and depressed
Florida housing market became external forces too much to bear for
the storied retailer, the source says, citing an official of
Appliance World.

Appliance World operates retail stores.  It is the parent company
of DeSears.  The Company filed for Chapter 11 on Oct. 20, 2009,
and owed 20 largest creditors a total of $984,545.


APPLIED TELEDYNAMICS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Applied TeleDynamics
        6822 W. Desert Creek Road
        Tucson, AZ 85743
          
Bankruptcy Case No.: 09-31196

Chapter 11 Petition Date: December 3, 2009

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

Debtor's Counsel: Jonathan M. Saffer, Esq.
                  Snell & Wilmer, Llp
                  One S. Church Ave.
                  Tucson, AZ 85701-1630
                  Tel: (520) 882-1236
                  Fax: (520) 884-1294
                  Email: jmsaffer@swlaw.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 Bruce Cook, manager of the Company.


ARCH ALUMINUM: Asks Court Okay to Access Cash Collateral
--------------------------------------------------------
Arch Aluminum & Glass Co, Inc., and its affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of
Florida to use through December 18, 2009, the cash collateral
securing their loans from prepetition lenders.

On April 2, 2007, the Debtors entered into a $148,600,000 loan and
security agreement -- amended from time to time until July 2008 --
with PNC Bank, N.A., as agent and lender, providing the Debtors
with a credit facility composed of (i) a $75,000,000 Senior
Secured Revolving Credit Facility, (ii) a $50,000,000 Senior
Secured Term Loan, (iii) a $10,000,000 Senior Secured Capex
Facility, and (iv) a $13,600,000 Senior Secured Term Loan.  In
connection with the senior secured credit facility, the Debtors
entered into a Swap Transaction with Wachovia Bank, effective as
of April 26, 2007, and a CAD Amortizing Interest Rate Swap with
Citizens Bank of Massachusetts, effective June 29, 2007.

In 2004, the Debtors entered into a Note Purchase Agreement with
Churchill Capital Partners IV, L.P., selling certain Senior
Subordinated Notes to Churchill IV in the principal amount of
$13,000,000 (the Subordinated Credit Facility), which had been
amended five times until July 2008.

Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., the
attorney for the Debtors, explains that the Debtors need the money
to fund their Chapter 11 case, pay suppliers and other parties.  
The Debtors will use the cash collateral pursuant to a weekly
budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lenders a replacement lien on and in all
property of the Debtors acquired or generated after the Petition
Date.  The Senior Lenders will also have an administrative claim
subject to the Carve Out.  The Debtors request that the
Replacement Liens and administrative expense claims granted to the
Lenders be subject and junior to: (i) the fees of the Office of
the U.S. Trustee pursuant; and (ii) any court costs.

The Debtors are asking the Court to schedule a final hearing on
December 18, 2009.

                          About Arch Aluminum

Tamarac, Florida-based Arch Aluminum & Glass Co., Inc. -- fka
Trident Consolidated Industries, Arch, Inc., and Arch Tulsa
Acquisition Co.; and dba Arch Mirror North, Arch Mirror South,
Architectural Safety Glass, Arch Mirror West, Arch Tempered Glass
Products, and Arch Deco Glass -- was founded in 1978 by Robert
Silverstein, as a small South Florida glass and metal distributor
with a single truck. During the 1980's the Company opened
fabrication facilities and additional distribution facilities in
Florida and the Northeast.  The Company provides a comprehensive
line of products and services to more than 5,000 customers from 28
office, manufacturing and distribution facilities located in 19
states nationwide.

The Company filed for Chapter 11 bankruptcy protection on November
25, 2009 (Bankr. S.D. Fla. Case No. 09-36232).  The Company listed
$100,000,001 to $500,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- Arch Aluminum L.C.; AWP, LLC, dba
Yale-Ogron; Arch Aluminum and Glass International Inc.; and AAG
Holdings, Inc. -- also filed separate Chapter 11 petition.

Paul J. Battista, Esq., at Genovese Jblove & Battista, P.A.,
assists the Debtors in their restructuring efforts.  Schnader
Harrison Segal & Lewis LLP is the Debtors' special counsel.
Vincen J. Colistra at Phoenix Management Services is the Debtors'
restructuring services provider.  Michael Dillahunt and Piper
Jaffrey & Co. is the Debtors' investment banker.


ARCH ALUMINUM: Asks Court OK to Hire PJC as Investment Banker
-------------------------------------------------------------
Arch Aluminum & Glass Co, Inc., et al., have sought permission
from the U.S. Bankruptcy Court for the Southern District of
Florida to employ Piper Jaffray as investment bankers nunc pro
tunc to the Petition Date.

Victor G. Caruso, a managing director of PJC, says that the firm
will, among other things:

     (i) assist the Debtors in planning and implementing a
         transaction;

    (ii) assist the Debtors in preparing any offering materials
         beneficial or necessary to the consummation of a
         transaction; and

   (iii) assist the Debtors with the development, structuring,
         negotiation and implementation of the transaction,
         including, among other things, assisting the
         Company with due diligence investigations and
         participating as a representative for the Company in
         negotiations with creditors and potential financing
         sources and other parties involved in the Transaction.

According to Mr. Caruso, PJC will be paid a monthly advisory fee
of $75,000, plus a transaction or success fee.  If, during the
term of this engagement or during the one-year period following
termination of the engagement, a transaction is consummated, PJC
will be paid in cash a fee of $1.05 million, provided that any
retainer received by PJC and not credited against other fees due
will be credited towards the Transaction Fee due to PJC.  About
100% of the monthly fees paid to PJC will be credited against the
Transaction Fee.

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

Tamarac, Florida-based Arch Aluminum & Glass Co., Inc. -- fka
Trident Consolidated Industries, Arch, Inc., and Arch Tulsa
Acquisition Co.; and dba Arch Mirror North, Arch Mirror South,
Architectural Safety Glass, Arch Mirror West, Arch Tempered Glass
Products, and Arch Deco Glass -- was founded in 1978 by Robert
Silverstein, as a small South Florida glass and metal distributor
with a single truck. During the 1980's the Company opened
fabrication facilities and additional distribution facilities in
Florida and the Northeast.  The Company provides a comprehensive
line of products and services to more than 5,000 customers from 28
office, manufacturing and distribution facilities located in 19
states nationwide.

The Company filed for Chapter 11 bankruptcy protection on November
25, 2009 (Bankr. S.D. Fla. Case No. 09-36232).  The Company listed
$100,000,001 to $500,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- Arch Aluminum L.C.; AWP, LLC, dba
Yale-Ogron; Arch Aluminum and Glass International Inc.; and AAG
Holdings, Inc. -- also filed separate Chapter 11 petition.

Paul J. Battista, Esq., at Genovese Jblove & Battista, P.A.,
assists the Debtors in their restructuring efforts.  Schnader
Harrison Segal & Lewis LLP is the Debtors' special counsel.
Vincen J. Colistra at Phoenix Management Services is the Debtors'
restructuring services provider.  Michael Dillahunt and Piper
Jaffrey & Co. is the Debtors' investment banker.


ARCH ALUMINUM: Proposes Arch Glass-Led Auction on Jan. 13
---------------------------------------------------------
Arch Aluminum & Glass Co, Inc., et al., have sought approval from
the U.S. Bankruptcy Court for the Southern District of Florida to
sell substantially all of their assets to free and clear of all
liens, claims, encumbrances and interests.

The Debtors ask the Court's approval for proposed bidding
procedures.  Under the bidding procedures, potential competing
bidders have until January 8, 2010, to complete due diligence and
submit a bid to purchase the Debtors' assets.  The auction will be
conducted on January 13, 2010, followed by a sale hearing on
January 14, 2010.  The Debtors anticipate that the closing of the
sale of the purchased assets can occur prior to January 19, 2010.

Arch Glass Acquisition will be stalking horse bidder at the
Auction.

On December 2, 2009, the Debtors entered into certain asset
purchase agreement with Arch Glass Acquisition.  The assets to be
sold excludes, among other things, the Debtors' right, title and
interest in any tax refunds expected to be generated by the
Debtors from the carry back of net operating losses to prior tax
years.  The Debtors' estates expect to realize total consideration
from the sale in an amount equal to $62,000,000.

The purchase price consists of cash in the amount of $52,000,000,
plus the assumption of the liabilities, plus certain adjustments
to the purchase price.  The Stalking Horse Bidder is assuming
certain liabilities of the Debtors, including certain obligations
to transferred employees in an amount up to $2,800,000.  A deposit
in the amount of 5% of the purchase price is required.

The Stalking Horse Bidder has also agreed to replace certain
letters of credit outstanding as collateral supporting certain
obligations of the Debtors in the amount of $7,000,000.  

About 90% of the business employees must accept employment with
the Stalking Horse Bidder.  All cure costs associated with the
assumption and assignment of assigned contracts will be paid from
the purchase price.

A break up fee in the amount of 3% of the purchase price plus an
expense reimbursement for reasonable fees and expenses, as may be
determined by the Court and capped at $1,000,000, which break up
fee and expense reimbursement be payable in accordance with the
purchase agreement through a carve out from the collateral
securing the obligations to the Senior Lenders.

The Debtors are yet to obtain consent from the Senior Lenders led
by PNC Bank, National Association.  The Debtors are working
closely with the Senior Lenders (i) to obtain their consent to the
sale, as well as the carve outs from their collateral that will be
necessary to consummate the sale, and (ii) to provide the
necessary DIP Loan to bridge the Debtors from approximately
December 18, 2009, through the closing of the sale.

                       About Arch Aluminum & Glass

Tamarac, Florida-based Arch Aluminum & Glass Co., Inc. -- fka
Trident Consolidated Industries, Arch, Inc., and Arch Tulsa
Acquisition Co.; and dba Arch Mirror North, Arch Mirror South,
Architectural Safety Glass, Arch Mirror West, Arch Tempered Glass
Products, and Arch Deco Glass -- was founded in 1978 by Robert
Silverstein, as a small South Florida glass and metal distributor
with a single truck. During the 1980's the Company opened
fabrication facilities and additional distribution facilities in
Florida and the Northeast.  The Company provides a comprehensive
line of products and services to more than 5,000 customers from 28
office, manufacturing and distribution facilities located in 19
states nationwide.

The Company filed for Chapter 11 bankruptcy protection on November
25, 2009 (Bankr. S.D. Fla. Case No. 09-36232).  The Company listed
$100,000,001 to $500,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- Arch Aluminum L.C.; AWP, LLC, dba
Yale-Ogron; Arch Aluminum and Glass International Inc.; and AAG
Holdings, Inc. -- also filed separate Chapter 11 petition.

Paul J. Battista, Esq., at Genovese Jblove & Battista, P.A.,
assists the Debtors in their restructuring efforts.  Schnader
Harrison Segal & Lewis LLP is the Debtors' special counsel.
Vincen J. Colistra at Phoenix Management Services is the Debtors'
restructuring services provider.  Michael Dillahunt and Piper
Jaffrey & Co. is the Debtors' investment banker.


ARCH ALUMINUM: Wants to Hire PMCM as Chief Restructuring Officer
----------------------------------------------------------------
Arch Aluminum & Glass Co, Inc., et al., has asked approval from
the U.S. Bankruptcy for the Southern District of Florida to employ
Vincent J. Colistra and PMCM, LLC, an affiliate of Phoenix
Management Services, Inc., as the chief restructuring officer.

PMCM will, among other things:

         a. provide crisis management and restructuring services
            to the Company through Mr. Colistra, who will serve as
            the CRO of the Company, as well as, upon the mutual
            agreement of PMCM and the Board of Directors,
            additional personnel as necessary; and

         b. work collaboratively with the senior management team,
            other Company professionals, and the Board of
            Directors, in developing a restructuring/business
            plan.

The hourly rates of the personnel are:

              Vincent J. Colistra            $475
              Director                       $350
              Vice President                 $275
              Analyst's/Associates           $225
              Support Staff                  $100

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

Tamarac, Florida-based Arch Aluminum & Glass Co., Inc. -- fka
Trident Consolidated Industries, Arch, Inc., and Arch Tulsa
Acquisition Co.; and dba Arch Mirror North, Arch Mirror South,
Architectural Safety Glass, Arch Mirror West, Arch Tempered Glass
Products, and Arch Deco Glass -- was founded in 1978 by Robert
Silverstein, as a small South Florida glass and metal distributor
with a single truck. During the 1980's the Company opened
fabrication facilities and additional distribution facilities in
Florida and the Northeast.  The Company provides a comprehensive
line of products and services to more than 5,000 customers from 28
office, manufacturing and distribution facilities located in 19
states nationwide.

The Company filed for Chapter 11 bankruptcy protection on November
25, 2009 (Bankr. S.D. Fla. Case No. 09-36232).  The Company listed
$100,000,001 to $500,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- Arch Aluminum L.C.; AWP, LLC, dba
Yale-Ogron; Arch Aluminum and Glass International Inc.; and AAG
Holdings, Inc. -- also filed separate Chapter 11 petition.

Paul J. Battista, Esq., at Genovese Jblove & Battista, P.A.,
assists the Debtors in their restructuring efforts.  Schnader
Harrison Segal & Lewis LLP is the Debtors' special counsel.
Vincen J. Colistra at Phoenix Management Services is the Debtors'
restructuring services provider.  Michael Dillahunt and Piper
Jaffrey & Co. is the Debtors' investment banker.


ASARCO LLC: Fitch Affirms Grupo Mexico & AMC IDRs on Plan Ruling
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) and
outstanding debt ratings of Grupo Mexico and its subsidiaries as
follows:

    Grupo Mexico

    -- Foreign currency IDR at 'BBB-';
    -- Local currency IDR at 'BBB-'.

    Americas Mining Corporation (AMC)

    -- Foreign currency IDR at 'BBB-'.

    Southern Copper Corporation (SCC)

    -- Foreign currency IDR at 'BBB';
    -- Local currency IDR at 'BBB'.
    -- Unsecured debt issuances at 'BBB'.

The Rating Outlook for all three entities is Stable.

The rating affirmations follow the approval of AMC's
reorganization plan for Asarco by the U.S. District Court in Texas
on Nov. 13.  This plan will result in the payment in full of
Asarco's creditors and will enable it to emerge from bankruptcy.  
AMC's plan calls for it to make a cash payment of $2.2 billion
that will be distributed to creditors of Asarco.  AMC, along with
Grupo Mexico, will also guarantee a $280 million promissory note
that will be issued by Asarco for the benefit of an asbestos
trust.  AMC will also provide a $200 million working capital loan
to Asarco.

To fund the Asarco reorganization plan, AMC is expected to raise
up to US$1.5 billion of debt guaranteed by Grupo Mexico.  It will
also be collateralized by all of AMC's shares in Asarco, as well
as a portion of its shares in SCC.  Debt service for this loan
would be met with funds received via dividends from SCC and
Asarco.  Upon closing of the AMC plan, Asarco would have
US$280 million of debt.  Asarco is expected to generate about
US$250 million of EBITDA during 2009, representing a decline from
approximately US$490 million during 2008.  Additional support for
AMC's debt may be provided by Grupo Mexico, which is expected to
have about US$400 million of cash at the holding company level
following the closing of AMC's reorganization plan for Asarco.
In addition to receiving dividends from AMC, Grupo Mexico
receives dividends from its infrastructure and transportation
subsidiaries.

As a result of the aforementioned events, Grupo Mexico's
consolidated debt is expected to climb to US$3.5 billion and its
cash position should decline to approximately US$1 billion.  On a
proforma basis, as if Asarco was consolidated as of Jan. 1, 2009,
its 2009 EBITDA should be about US$2 billion.  This represents a
proforma increase in Grupo Mexico's total debt/EBITDA ratio to
1.8 times (x) from 1.0x and an increase its total net debt/EBITDA
to 1.3x from a net cash positive position.

The U.S. District Court established a 30-day appeal period that
will expire on Dec. 14.  Fitch believes the probability is low for
a successful challenge to this ruling.  Should a successful
challenge occur, however, Fitch would likely affirm the ratings at
their current levels since the credit impact upon AMC and Grupo
Mexico would be minimal given their current strength within the
existing rating category.

The investment grade ratings of Grupo Mexico, AMC and SCC reflect
their strong financial profile and the company's leading position
in the copper industry.  Grupo Mexico is the holding company for
AMC, which in turn owns 80% of SCC.  AMC will reintegrate Asarco
following the execution of its plan to remove Asarco from
bankruptcy.  This plan will also result in the discharge of the
fraudulent conveyance ruling against the company.  Grupo Mexico's
rating also positively factors into consideration its leading
position in the railroad industry in Mexico through its
subsidiaries Ferromex and Ferrosur.

For the last 12 months (LTM) ended Sept. 30, 2009, Grupo Mexico
generated US$1.4 billion of EBITDA, down from US$2.9 billion
during 2008.  The decrease in Group Mexico's consolidated EBITDA
was primarily due to lower copper prices and decreased volumes.  
Grupo Mexico's revenues and cash flow also declined due to
decreased demand by the customers of the company's railroads.
On a consolidated basis, Grupo Mexico had US$1.7 billion of debt
and US$1.7 billion of cash as of Sept. 30, 2009.  Grupo Mexico
had US$1.1 billion of cash at the holding company level and no
debt as of this date.  Fitch expects Grupo Mexico's consolidated
EBITDA to climb to approximately US$1.7 billion for 2009 due to
strengthening copper prices in the fourth quarter.

SCC's 'BBB' rating reflects its position as Grupo Mexico's main
operating subsidiary and the priority position of its creditors.  
For the LTM ended Sept. 30, 2009, SCC generated US$1.1 billion of
EBITDA on US$3 billion of revenues.  These figures compare with an
EBITDA of US$2.5 billion in 2008 and revenues of US$4.9 billion.  
Fitch expects SCC's financial performance to improve for the rest
of 2009 due to the recovery in copper prices, which gradually rose
from their 2009 lows of US$1.40 per pound in January to around
US$3 per pound in November 2009.  SCC had US$1.3 billion of total
debt and US$413 million of cash as of Sept. 30, 2009.  SCC's cash
cost of operations, including by-product credits, is estimated to
be about US$0.50 per pound of copper produced, giving it one of
the most competitive positions in the copper industry.  SCC was
the fifth largest producer of copper during 2008.  SCC's mine
lives are amongst the longest in the world due to its extensive
copper reserves.

AMC's 'BBB-' ratings reflect the company's position as an
intermediate holding company of Grupo Mexico's mining operations
with no operating assets, but rather the ability to receive
dividends from SCC due to its direct 80% ownership stake in that
company.  As of Sept. 30, 2009, SCC had US$30 million of debt.
SCC met debt service for these obligations with the
US$224 million of dividends it received from SCC during the first
three quarters of 2009.

                        About ASARCO LLC

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

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

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

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

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

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

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

Judge Andrew S. Hanen of the U.S. District Court for the Southern
District of Texas confirmed on November 13, the Plan of
Reorganization submitted by Asarco Incorporated and Americas
Mining Corporation for ASARCO LLC, Southern Peru Holdings, LLC,
AR Sacaton, LLC, and ASARCO Master, Inc.

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


AUTOMOTIVE PROFESSIONALS: To Propose Consumer Claims Procedure
--------------------------------------------------------------
Cathy Woodruff posted at timesunion.com blog The Advocate that
Frances Gecker, Automotive Professionals Inc.'s Chapter 11
trustee, said that she is preparing to propose to the bankruptcy
court a procedure for dealing with claims from consumers who
bought contracts with the Guaranteed Price Refund provision and
qualify for payments, as there's no process yet for submitting
those claims.  Ms. Woodruff says that under the $1,295 service
contract pitched by Capitaland Motors of Glenville, customers
would get their money back if they didn't file a claim or drive
more than 85,000 miles in five years.  Ms. Woodruff states that
when the time came to collect, however, clients like state Health
Department nurse Diane Jones were faced with a roadblock and a
run-around.  According to Ms. Woodruff, Ms. Gecker said that a
refund is unlikely.  It is impossible to predict at this point how
much the refunds will be, and the amounts paid for the contracts
also varied from $900 to $2,800, Ms. Woodruff says, citing Ms.
Gecke.  Ms. Woodruff quoted Ms. Gecker as saying, "There is now
about $6 million in the estate, but I continue to litigate with
parties that could increase that amount."  

Headquartered in Schaumburg, Illinois, Automotive Professionals
Inc. -- http://www.apiprotection.com/-- administers vehicle   
service contract programs.  The Company filed for Chapter 11
protection on April 13, 2007 (Bankr. N.D. Ill. Case No.07-06720).  
Erich S. Buck, Esq., Kenneth G. Kubes, Esq., and Stephen, T. Bobo,
Esq., at Reed Smith, LLP, represent the Debtor.  The U.S. Trustee
for Region 11 appointed five creditors to serve on an Official
Committee of Unsecured Creditors.  Arnstein & lehr LLP represents
the Committee in this case.  When the Debtor filed for protection
against their creditors, it listed total assets of $62,034,259 and
total debts of $10,735,949.


AVENUE WEST EXPRESS: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Avenue West Express, Inc.
        1033 A Hwy. 64 West
        Beebe, AR 72012

Bankruptcy Case No.: 09-18900

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Judge: David S. Kennedy

Debtor's Counsel: Frederick S. Wetzel, Esq.
                  200 North State Street, Suite 200
                  Little Rock, AR 72201
                  Tel: (501) 663-0535
                  Email: frederickwetzel@sbcglobal.net

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

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

According to the schedules, the Company has assets of $1,606,671
and total debts of $1,003,353.

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

          http://bankrupt.com/misc/areb09-18900.pdf

The petition was signed by Joseph R. Bray, president of the
Company.


ASYA AKOPYAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Asya Akopyan
        1344 Raymond Avenue
        Glendale, CA 91201

Bankruptcy Case No.: 09-44362

Chapter 11 Petition Date: December 5, 2009

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

Judge: Ernest M. Robles

Debtor's Counsel: Shirlee L. Bliss, Esq.
                  290 E. Verdugo Ave #108
                  Burbank, CA 91502
                  Tel: (818) 842-0997
                  Email: shirleebliss@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
20 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/cacb09-44362.pdf

The petition was signed by Asya Akopyan.


BANK OF AMERICA: Fitch Hikes Preferred Stock Rating to 'BB-'
------------------------------------------------------------
Fitch Ratings has upgraded the individual, preferred and trust
preferred ratings of Bank of America Corp. and its subsidiaries:

  -- Individual to 'C/D' from 'D';
  -- Preferred stock to 'BB-' from 'B+'
  -- Trust preferred to 'BB' from 'BB-'.

Additionally, BAC's individual, preferred, and trust preferred
ratings of all entities remain on Rating Watch Positive by Fitch.  
These rating actions follow BAC's announcement that it will repay
$45 billion in preferred stock issued to the U.S. government.

Fitch views the capital transactions as a net positive to the risk
profile of BAC.  The strongest element of the transactions is the
government's approval of BAC's capital plan.  Fitch views the
approval as a significant endorsement by the regulators that BAC
now possesses adequate financial resources to manage through what
is expected to be a challenging next several quarters.  While
total equity will decline slightly, the improved mix of capital in
the form of greater representation from common equity provides an
enhanced buffer to better insulate all creditors, including
preferred stock holders, from risk of loss or non-performance on
the instruments they hold.

Fitch has also affirmed the long- and short-term Issuer Default
Ratings of BAC and its subsidiaries.  The IDR affirmations are
derived from U.S. government support and, as such, continue to
carry a Stable Rating Outlook.  Fitch has also affirmed BAC's
long- and short-term deposits, long-term and short-term debt, and
subordinated debt.  These debt instruments are linked to BAC's
IDRs, which are in turn dependent upon U.S. government support.  A
detailed ratings list follows the end of the press release.

As part of BAC's announcement, they will raise $24.5 billion in
capital to help cover the payment.  The capital will consist of
$1.7 billion of common stock, $18.8 billion of convertible common
equity equivalent securities that are expected to convert to
common stock in the near term, and $4 billion from other sources
including asset sales.  BAC will use $20 to $25 billion of its own
cash resources to fund the remainder of the balance it needs to
repay the government.  Fitch anticipates that BAC will retain cash
resources that exceed cash needs over the next several quarters,
which provides BAC with adequate financial flexibility if funding
markets prove challenging or financial performance deviates from
expectations.

The upgrades reflect improvement in BAC's overall risk profile.  
While BAC's earnings and asset quality performance remain weak,
the additional capital provides management with flexibility to
resolve these problems.  It also significantly reduces the risk
that BAC will need to defer or omit dividends on trust preferred
or preferred, or otherwise require additional government
assistance.  Tier 1 common equity is expected to increase to 8.5%
from 7.3% on a pro forma basis.  Fitch also expects tangible
common equity to increase substantially.  While the repayment of
the government-held preferred stock causes the Tier 1 risk-based
capital ratio to decline to about 11% from 12.5%, Fitch believes
that overall BAC's financial flexibility is considerably enhanced
by the transaction.  It should be noted that preferred stock
dividends are expected to decline by $3.6 billion annually, posing
less of a drag on BAC's capital generation capacity.

The remaining preferred stock issues are notched one level below
trust preferred securities reflecting the fact that preferred
stock is the most junior debt instrument in the company's capital
structure.  

The Rating Watch Positive on BAC's individual, preferred and trust
preferred ratings reflects the potential for further upward
momentum over the near term, assuming asset quality and earnings
trends stabilize.  

Nonetheless, BAC still faces a number of challenges.  BAC is in
the process of seeking a successor to its current CEO, and the
choice of a successor may influence the company's overall future
strategy and business model.  The repayment of the government
investment has removed a hurdle and restored a level of operating
flexibility that may enhance BAC's ability to attract a new CEO.  
Earnings remain under pressure, as BAC posted a narrow loss to
common shareholders in the most recent quarter after non-cash and
nonrecurring items are factored out.  Asset quality problems
remain severe, with loan loss provisions remaining high.  While
the increases in problem assets and associated costs have slowed
in recent quarters suggesting that a peak in asset quality
problems may be near, greater evidence will be needed to confirm
the peak has been reached which will make quantification of future
costs more certain.  In order for Fitch to resolve the Rating
Watch Positive with an upgrade, management will need to make
progress on all these issues within the next three to six months.  

Fitch's rating actions assume that newly issued convertible
securities are successfully converted to common stock in the near
term, before penalty features are applied.  Failure to convert
these issues would cause Fitch to review all BAC preferred level
and Individual ratings, and could lead to downward rating
pressure.

Fitch has taken these rating actions:

Bank of America Corporation

  -- Long-term debt guaranteed by TLGP affirmed at 'AAA';
  -- Short-term debt guaranteed by TLGP affirmed at 'F1+';
  -- Long-term IDR affirmed at 'A+';  
  -- Long-term senior debt affirmed at 'A+';  
  -- Long-term subordinated debt affirmed at 'A';
  -- Preferred stock upgraded to 'BB-' from 'B+';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+';
  -- Individual upgraded to 'C/D' from 'D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+'.

Bank of America N.A.

  -- Long-term debt guaranteed by TLGP affirmed at 'AAA';
  -- Short-term debt guaranteed by TLGP affirmed at 'F1+';
  -- Long-term deposits affirmed at 'AA-';
  -- Long-term IDR affirmed at 'A+';  
  -- Long-term senior debt affirmed at 'A+';  
  -- Long-term subordinated debt affirmed at 'A';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+';
  -- Individual upgraded to 'C/D' from 'D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+'.

Banc of America Securities Limited

  -- Long-term IDR affirmed at 'A+';  
  -- Short-term IDR affirmed at 'F1+'.

Banc of America Securities LLC

  -- Long-term IDR affirmed at 'A+';  
  -- Short-term IDR affirmed at 'F1+'.

B of A Issuance B.V.

  -- Long-term IDR affirmed at 'A+';  
  -- Long-term senior debt affirmed at 'A+';  
  -- Long-term subordinated debt affirmed at 'A';
  -- Support affirmed at '1'.

Bank of America Georgia, N.A.
Bank of America Oregon, National Association
Bank of America California, National Association

  -- Long-term IDR affirmed at 'A+';  
  -- Short-term IDR affirmed at 'F1+';
  -- Individual upgraded to 'C/D' from 'D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+'.

Bank of America Rhode Island, National Association

  -- Long-term IDR affirmed at 'A+';  
  -- Short-term IDR affirmed at 'F1+';
  -- Long-term deposits affirmed at 'AA-';
  -- Short-term deposits affirmed at 'F1+';
  -- Individual upgraded to 'C/D' from 'D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+'.

FIA Card Services N.A.

  -- Long-term IDR affirmed at 'A+';  
  -- Short-term IDR affirmed at 'F1+';
  -- Long-term deposits affirmed at 'AA-';
  -- Short-term deposits affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+';
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Individual upgraded to 'C/D' from 'D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+' .  

MBNA Canada Bank

  -- Long-term IDR affirmed at 'A+';  
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Short-term IDR affirmed at 'F1+'.

MBNA Europe Bank Ltd.

  -- Long-term IDR affirmed at 'A+';  
  -- Long-term senior debt affirmed at 'A+';
  -- Long-term subordinated debt affirmed at 'A';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual upgraded to 'C/D' from 'D';
  -- Support affirmed at '1'.  

LaSalle Bank Corporation

  -- Long-term IDR affirmed at 'A+';  
  -- Short-term IDR affirmed at 'F1+';
  -- Individual upgraded to 'C/D' from 'D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+' .  

LaSalle Bank N.A.
LaSalle Bank Midwest N.A.
United States Trust Company N.A.
Countrywide Bank FSB

  -- Long-term deposits affirmed at 'AA-';
  -- Short-term deposits affirmed at 'F1+'.

Merrill Lynch & Co., Inc.

  -- Long-term IDR affirmed at 'A+';  
  -- Long-term senior debt affirmed at 'A+';  
  -- Long-term subordinated debt affirmed at 'A';
  -- Preferred stock upgraded to 'BB-' from 'B+';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+';
  -- Individual upgraded to 'C/D' from 'D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at 'A+'.

Merrill Lynch International Bank Ltd.

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual upgraded to 'C/D' from 'D';
  -- Support affirmed at '1'.

Merrill Lynch S.A.

  -- Long-term IDR affirmed at 'A+';  
  -- Long-term senior debt affirmed at 'A+';  
  -- Support affirmed at '1'.

Merrill Lynch & Co., Canada Ltd.

  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+' .

Merrill Lynch Canada Finance

  -- Long-term IDR affirmed at 'A+';  
  -- Long-term senior debt affirmed at 'A+';  
  -- Short-term IDR affirmed at 'F1+';
  -- Individual upgraded to 'C/D' from 'D';
  -- Support affirmed at '1'.

Merrill Lynch Japan Finance Co., Ltd.

  -- Long-term IDR affirmed at 'A+';  
  -- Long-term senior debt affirmed at 'A+';  
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at 'F1+';
  -- Support affirmed at '1'.

Merrill Lynch Japan Securities Co., Ltd.

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Support affirmed at '1'.

Merrill Lynch Finance (Australia) Pty LTD

  -- Short-term IDR affirmed at 'F1+';
  -- Commercial Paper affirmed at 'F1+'.

BankAmerica Corporation

  -- Long-term senior debt affirmed at 'A+';  
  -- Long-term subordinated debt affirmed at 'A';
  -- Preferred stock upgraded to 'BB-' from 'B+'.

Countrywide Financial Corp.

  -- Long-term senior debt affirmed at 'A+';  
  -- Long-term subordinated debt affirmed at 'A'.

Countrywide Home Loans, Inc.

  -- Long-term senior debt affirmed at 'A+'.  

FleetBoston Financial Corp

  -- Long-term subordinated debt affirmed at 'A'.

LaSalle Funding LLC

  -- Long-term senior debt affirmed at 'A+'.

MBNA Corp.

  -- Long-term senior debt affirmed at 'A+';  
  -- Long-term subordinated debt affirmed at 'A';
  -- Short-term debt affirmed at 'F1+'.

NationsBank Corp

  -- Long-term senior debt affirmed at 'A+';  
  -- Long-term subordinated debt affirmed at 'A'.

NationsBank, N.A.

  -- Long-term senior debt affirmed at 'A+'.  

NCNB, Inc.

  -- Long-term subordinated debt affirmed at 'A'.

BAC Capital Trust I - VIII
BAC Capital Trust X - XV

  -- Trust preferred securities upgraded to 'BB' from 'BB-'.

BAC AAH Capital Funding LLC I - VII
BAC AAH Capital Funding LLC IX - XIII
BAC LB Capital Funding Trust I - II

  -- Trust preferred securities upgraded to 'BB' from 'BB-'.

BankAmerica Capital II, III
BankAmerica Institutional Capital A, B
BankBoston Capital Trust III-IV
Barnett Capital Trust III
Countrywide Capital III, IV, V
Fleet Capital Trust II, V, VIII, IX
MBNA Capital A, B, D, E
NB Capital Trust II, III, IV

  -- Trust preferred securities upgraded to 'BB' from 'BB-'.

Merrill Lynch Preferred Capital Trust III, IV, and V
Merrill Lynch Capital Trust I, II and III

  -- Trust preferred securities upgraded to 'BB' from 'BB-'.

First Republic Preferred Capital Corp
First Republic Preferred Capital Corp

  -- Preferred securities upgraded to 'BB' from 'BB-'.  

All preferred, trust preferred and Individual ratings remain on
Rating Watch Positive.

Subordinated debt issued by First Republic Bank (rated 'A')
remains on Rating Watch Negative.


BELO: Fitch Reports Modest & Uneven Outlook for Sector
------------------------------------------------------
Despite expectations for a soft macroeconomic environment, Fitch
Ratings' credit outlook for the Media & Entertainment sector for
2010 is stable.  Fitch believes the worst of the advertising
downturn has passed, but the risk of a double-dip recession
remains present going into 2010.  With political and Olympic ads
tightening available ad inventory, Fitch expects ad pricing to
stabilize (flat to plus/minus low single digits) in 2010 against
weak prior-year comparable periods.  

Fitch believes that some mediums will be left behind even in an ad
recovery.  Fitch expects print mediums, namely newspapers, yellow
pages and consumer magazines, to be down again off very easy
comparable periods due to permanent shifts in advertiser sentiment
and excess ad inventory that will plague the industry for years to
come.  Radio is likely to be flat to down slightly; and outdoor,
which typically lags, should begin a slow recovery later in the
year.  Broadcast TV will be an early beneficiary of increased ad
demand with cable nets and large market TV broadcast affiliates
also poised to participate in a potentially modest rebound.  

It is Fitch's view that the economic downturn has begun to reshape
the competitive landscape in favor of financially and
operationally stronger entities.  However, this will be a gradual,
multi-year process and Fitch now anticipates the current glut of
ad inventory (particularly in local markets) to endure the
downturn.  Even though owners of these weaker entities may not
achieve returns that exceed their cost of capital, balance sheets
of weak local players will continue to be restructured, ad
capacity from fringe enterprises like the CW and MyNetwork could
remain in place, new ownership will delay (what Fitch believes to
be) the inevitable failure of certain newspapers and outdoor
displays will remain empty rather than be torn down.  The affect
of this activity will be a degree of pricing and margin pressure
that negatively affects all local ad-market participants (strong
and weak alike) in the near term.

Operational Considerations: Media's Evolution Will Continue But
Mitigants Exist:

  -- Audience fragmentation will persist throughout 2010, but,
     positively, the pace of legitimate new media entrants should
     slow.  Fitch believes the field of legitimate on-line
     platforms is possibly set in video and music.  Fitch does not
     expect new Internet radio platforms to emerge, and the shift
     of eyeballs in video will likely occur to existing players,
     including the conglomerates' own sites.  This will keep
     recent efforts for cross-media measurements at the forefront
     in 2010.  Similarly, the pace of new cable networks should
     slow in 2010.  

Usage of time-shifting will continue to ramp up in 2010.  Fitch
remains cautious regarding the touted benefits (to advertisers) of
DVR usage.  However, it is not illogical to extrapolate results to
date (the fast forwarding of commercials is largely offset by
increased viewing) with an expanding universe of users, and is
already factored into C+3 pricing.  Over the longer-term, Fitch
continues to expect time shifting to be most detrimental to local
broadcast affiliates.

  -- Recognizing that media conglomerates' ratings are anchored by
     their cable networks portfolios, Fitch does not expect
     canceling cable subscriptions and going online only (Cutting
     the Cord) to be a major threat in 2010.  While viewers want
     100% on-demand optionality, Fitch continues to believe they
     also want a back-bone of live TV channel line-ups.

  -- On the surface, the TV Everywhere concept as proposed by
     Comcast and Time Warner appears to be a sound secular risk
     mitigation initiative for all parties.  However, distribution
     companies may face challenges in convincing content companies
     to broadly sign-on.  Some content companies may push for
     incremental pricing on 'authentication' offerings in an
     effort to find revenue growth opportunities and to give
     consumers a larger choice.  Fitch believes any incremental
     pricing that is packaged in a way that gives the content
     companies the ability to reach consumers without the
     distributors runs the risk of having consumers migrate
     towards a la carte viewing habits.

  -- Fitch expects the four major broadcast networks to remain in
     2010.  However, at least one of the four could explore
     becoming a cable network as early as 2011, and Fitch believes
     NBC and ABC are the most logical candidates.  While the
     departure of one of the four networks would be detrimental to
     that affiliate group, it would actually be a material boost
     for the remaining three networks and affiliate groups.  

  -- Increases in movie piracy will exacerbate existing pressure
     on DVD sales from the recession and kiosk pricing.  Websites
     and P2P protocols are now available that allow the streaming
     and illegal sharing of video without onerous download times.  
     Fitch does not expect the theatrical window to be materially
     affected by piracy due to the viewing experience (social,
     quality, etc).  Movie studios will continue to emphasize cost
     controls in an attempt to make the theatrical window less of
     a loss-leader.  The FCC's recent statements on net neutrality
     that specifically exclude illegal activity are a positive
     development for content companies.  Fitch does not expect
     piracy to be a material concern for the TV studios so long as
     incremental pay walls are not erected around TV content.

  -- Proving that what goes up must come down, Fitch expects pay
     walls will be erected and dismantled in 2010 as media
     companies (with print products) experiment with charging
     users for online content and are ultimately disappointed by
     the results.  With the exception of The Wall Street Journal,
     The New York Times, smaller local newspapers (that face less
     fierce cross-media competition) and business to business
     magazines, most media companies have too many competitors in
     their content niche to compel users to pay.  Free competitors
     are likely to capitalize on this de facto audience
     minimization strategy to gain share of viewers, and
     advertisers will be attracted to mediums and outlets that
     deliver scale.  Any attempt to exact price increases on the
     remaining paying users is more likely to accelerate their
     departure toward free alternatives than to offset the ad
     dollars lost from the lower audience base.  Parent companies
     will seek to halt the death spiral by re-opening most of
     their content broadly and dedicating efforts toward enhancing
     the user experience, content delivery/packaging and
     establishing partnerships with complementary content
     providers.  

Despite the aforementioned fragmentation and secular challenges,
the existing major media players will continue to be the largest
aggregators.  This includes the local broadcasters, which are
positioned to gain share from print (albeit, online will capture
large portions).  Additionally, increases in affiliate fees on
cable networks will also continue and should offset weakness in
advertising revenue streams and other businesses (DVD, print).

Capital Deployment: Acquisitions Could Heat Up But May Not
Negatively Affect Credit Profiles:

  -- Enhanced availability of capital has improved liquidity but
     it also presents new risks to bond holders in the form of
     heightened acquisition and buy-back activity.  With
     substantial cash balances and/or capacity at the investment
     grade level, some of the media conglomerates could turn their
     attention towards potential consolidation activity in 2010.  
     While the two remaining U.S. pure-play cable networks
     (Discovery and Scripps) could be attractive to some of the
     bigger media conglomerates, obstacles exist in the form of
     valuations, voting control, and an overall saturation of
     content.  

Film libraries will garner acquisition consideration in 2010,
however, Fitch expects activity could be accommodated within
existing rating categories.  Current pressures in the DVD market
should temper acquisition pricing, as should the recent internal
consolidation of the conglomerates' existing movie studios.  Other
than distribution synergies, Fitch believes there is little that
existing stand-alone movie studios could offer existing
conglomerates to warrant any pricing premiums.

While the continued global build-out of cable networks will keep
TV studios valuable, Fitch does not expect acquisitive activity in
this area as the conglomerates already have the infrastructure in
place to support an increase in production.  Nevertheless, the
build-out of International TV networks and content for those
networks will continue to be a major priority for the media
conglomerates.  Additional international investments for content
will likely continue in a measured way as Fitch has witnessed over
the last few years via joint ventures with local companies.

Fitch expects less money will be spent on defensive acquisitions
(high priced purchases of low/no profit online real estate) in
2010 versus the last few years.  This includes emerging core
competencies such as Internet radio and video web sites.  Fitch
would expect the same for non-core competencies such as social
networking and video gaming, however, Fitch does expect the latter
to continue to be a priority investment for organic cash flow.  

Fitch also expects minimal acquisition activity in traditional
local media in 2010, even in the unforeseen event of regulatory
changes.  The out-of-home sub-segment could garner interest from
potential acquirers, but Fitch would expect most activity to be
small bolt-on transactions.  

In general, Fitch believes large investment grade entities that do
participate in acquisition activity will do so prudently.  
Disney's proposed Marvel purchase and the widely expected
Comcast/NBC Universal transaction demonstrate that conglomerates
have the flexibility to pursue material acquisitions.  Large media
conglomerates have historically considered their credit ratings in
structuring potential transactions.  

  -- Amid the weakest advertising environment in history, credit
     quality for most U.S. media companies has generally held up.  
     In most cases, companies have aggressively restructured fixed
     costs, still generate positive free cash flow and can handle
     their maturity schedules organically.  However, the downturn
     has exhausted room for any acceleration of secular issues
     that will continue to afflict the industry.  It has also
     exhausted room for material debt funded buyback activity,
     although Fitch expects some shareholder friendly activity in
     2010 as management teams become more confident in their
     prospects and liquidity.  

Stable Credit Outlook:

In most cases, Fitch's comfort at existing ratings is supported by
the belief that companies can navigate the competitive dynamics
and that they have a willingness and ability to maintain their
overall credit profiles.  If secular issues accelerated beyond
Fitch's already conservative estimates, Fitch may adjust the
appropriate leverage parameters for a given company at a given
rating category over time.  The credit crisis has reminded boards
and management teams of the benefits of having investment grade
ratings, and Fitch presently anticipates media conglomerates would
strongly consider reducing financial risk commensurate with
increases in operating risk.  For these and other company-specific
reasons Fitch has largely maintained stable credit outlooks on
media conglomerates within the context of a starkly negative
operating environment -- believing that over the intermediate term
these companies have the commitment and capacity to maintain their
ratings.

Diversified Media

  -- CBS Corporation ('BBB'; Outlook Stable)
  -- Cox Enterprises ('BBB'; Outlook Stable)
  -- Discovery Communications LLC ('BBB'; Outlook Stable)
  -- Liberty Media LLC ('BB-'; Outlook Negative)
  -- The McGraw-Hill Companies ('A+'; Outlook Stable)
  -- News Corporation ('BBB'; Outlook Stable)
  -- Thomson Reuters Corporation ('A-'; Outlook Stable)
  -- Time Warner Inc.('BBB'; Outlook Stable)
  -- Viacom, Inc. ('BBB'; Outlook Stable)
  -- The Walt Disney Company ('A'; Outlook Stable)

Publishing, Printing, TV and Radio Broadcasting

  -- Belo ('BB-'; Outlook Negative)
  -- The McClatchy Company ('C'; No Outlook)
  -- R.R. Donnelley & Sons Co. ('BBB'; Outlook Stable)
  -- Univision Communications ('B'; Outlook Stable)

Entertainment - Movie Exhibitors, Music

  -- AMC Entertainment ('B'; Outlook Stable)
  -- Regal Entertainment ('B+'; Outlook Stable)
  -- Warner Music Group ('BB-'; Outlook Stable)

Business Products/Services, Ad Agencies

  -- The Dun and Bradstreet Corporation ('A-'; Outlook Stable)
  -- The Interpublic Group of Companies ('BB+'; Outlook Positive)
  -- The Nielsen Company ('B'; Outlook Stable)
  -- Omnicom ('A-'; Outlook Stable)


BENCHMARK BANK: Closed; MB Financial Assumes All Deposits
---------------------------------------------------------
Benchmark Bank, in Aurora, Illinois, was closed December 4 by the
Illinois Department of Financial and Professional Regulation,
which appointed the Federal Deposit Insurance Corporation (FDIC)
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with MB Financial Bank, National
Association, Chicago Illinois, to assume all of the deposits of
Benchmark Bank.

The five branches of Benchmark Bank will reopen during normal
business hours as branches of MB Financial Bank, N.A. Depositors
of Benchmark Bank will automatically become depositors of MB
Financial Bank, N.A.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.  
Customers should continue to use their existing branch until they
receive notice from MB Financial Bank, N.A. that it has completed
systems changes to allow other MB Financial Bank, N.A. branches to
process their accounts as well.

As of November 16, 2009, Benchmark Bank had total assets of
approximately $170.0 million and total deposits of approximately
$181.0 million.  MB Financial Bank, N.A. did not pay the FDIC a
premium for the deposits of Benchmark Bank.  In addition to
assuming all of the deposits of the failed bank, MB Financial
Bank, N.A. agreed to purchase essentially all of the assets.

The FDIC and MB Financial Bank, N.A. entered into a loss-share
transaction on approximately $139.0 million of Benchmark Bank's
assets.  MB Financial Bank, N.A. will share in the losses on the
asset pools covered under the loss-share agreement. The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-356-1848.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/benchmark-il.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $64 million.  MB Financial Bank, N.A.'s acquisition
of all the deposits was the "least costly" resolution for the
FDIC's DIF compared to alternatives.  Benchmark Bank is the 129th
FDIC-insured institution to fail in the nation this year, and the
twentieth in Illinois.  The last FDIC-insured institution closed
in the state was Park National Bank, Chicago, on October 30, 2009.


BIO-KEY INT'L: Shareholders OK Sale of Law Enforcement Division
---------------------------------------------------------------
BIO-Key International, Inc., said a majority of its shareholders
at a Special Shareholder Meeting held Thursday approved the sale
of the company's Law Enforcement Division to Interact911 Mobile
Systems Inc., a wholly owned subsidiary of InterAct911
Corporation.  Of the shares voted, 98.6% were cast in favor and
1.2% were opposed.

In a proxy statement filed on Schedule 14A with the Securities and
Exchange Commission, the Company said as consideration for the
Asset Sale, it will be paid an aggregate of $11,000,000, of which
$7,000,000 will be paid in cash at the closing of the proposed
transaction, subject to customary adjustments as provided in the
parties' Asset Purchase Agreement dated as of August 13, 2009.  
BIO-key will also receive a promissory note in the original
principal amount of $4,000,000 issued by InterAct, guaranteed by
InterAct911 Corp. and one of its owners SilkRoad Equity, LLC, a
private investment firm that owns 48.75% of InterAct911
Corporation's equity interests on a fully diluted basis, and
secured by a pledge of all of the intellectual property assets of
the Law Enforcement Division being transferred to InterAct as part
of the Asset Sale.  The promissory note is to be paid in three
equal installments beginning on the first anniversary of the
closing and will bear interest, payable on a quarterly basis, at a
rate per annum equal to 6% compounded annually on the principal
sum from time to time outstanding.

Additionally, as consideration for and at the closing of the Asset
Sale, SilkRoad will be issued a warrant to purchase for cash up to
8,000,000 shares of BIO-key's common stock, at an exercise price
equal to $0.30 per share.  The warrant will expire on the fifth
anniversary of the closing of the proposed Asset Sale.

BIO-key expects to close the sale transaction with Interact911 by
the end of December.

Mike DePasquale, BIO-key's CEO said, "We are thrilled with the
overwhelming support we have received from our shareholders for
our vision, strategy and future. As we enter a new year, we will
be a new company - net debt free and focused with what we believe
is the world's most accurate and scalable finger biometric
technology.  As the biometric market finally begins to emerge, we
believe our long and sustained investment in technology, our
premier biometric customers and our licensing and reseller
business model provide us with the opportunity to be a high-margin
growth business".

                      Incentive for Employees

In preparation for the sale of the Law Enforcement Division and to
incentivize employees, officers and directors of the remaining
organization, on November 2, 2009, the Company's Board of
Directors authorized the Company to (i) cancel all outstanding
options to acquire shares of the Company's common stock, $0.0001
par value per share, held by officers, directors and employees of
the Company and having an exercise price greater than $0.30 per
share granted under the Company's 2004 Stock Incentive Plan and
grant the holders of such options new options to acquire shares of
Common Stock with an exercise price equal to $0.30 per share and
covering a proportionately reduced number of shares of Common
Stock relative to the existing exercise price, and (ii) offer to
the holders of all outstanding options to acquire shares of Common
Stock having an exercise price greater than $0.30 granted under
the Company's 1999 Stock Option Plan, the Company's 1996 Stock
Option Plan, or under stock option agreements not subject to any
of the Company's equity incentive plans, the opportunity to cancel
such options and receive in exchange therefor new options to
acquire shares of Common Stock under the respective plan or under
stock option agreements not subject to any of the Company's equity
incentive plans, in each case with an exercise price equal to
$0.30 per share and covering a proportionately reduced number of
shares of Common Stock relative to the existing exercise price.

As a result of these actions, the aggregate number of outstanding
options to acquire Common Stock has been reduced from
approximately 5.5 million to approximately 2.3 million, or
approximately 60% of all vested options. The exercise prices of
the cancelled options ranged from $0.31 to $1.32.  The average
exercise price has been reduced by approximately 60%,
proportionally consistent with the reduction in the number of new
options.

All of the outstanding options to acquire shares of Common Stock
having an exercise price greater than $0.30 per share were fully
vested as of November 2, 2009 and all new options granted to the
holders of those options were fully vested as of the date of
grant.  The options being granted to any employee of the Company
whose employment with the Company will terminate in connection
with the closing of the impending sale of the Company's Law
Enforcement Division and who will become an employee of the buyer
upon such closing shall be exercisable for up to 18 months from
and after the date of grant.  The remaining options shall be
exercisable for up to three years from and after the date of
grant.

                        Longview Settlement

Effective as of July 2, 2009, BIO-key entered into a Settlement
and Mutual Release Agreement with Longview Special Finance, Inc.
and Longview Fund, L.P., to resolve all matters relating to the
litigation initiated earlier this year by the Longview Entities
against the Company in the United States District Court for the
Southern District of New York entitled Longview Special Finance,
Inc. and Longview Fund, L.P. v. BIO-key International, Inc.

The Longview Entities were seeking $2,886,563 in damages and an
unspecified amount of interest and attorneys' fees from the
Company in the Lawsuit as a result of the Company's alleged
improper failure to redeem outstanding shares of the Company's
Series B Convertible Preferred Stock and Series C Convertible
Preferred Stock held by the Longview Entities in accordance with
the terms and conditions of such preferred stock.

Pursuant to the Settlement Agreement, without admission of any
liability or fault, the parties agreed to a payment schedule under
which the Company is required to pay a total cash settlement
amount of $2,164,922, 50% of which was paid to the Longview
Entities on July 7, 2009.  The remaining portion of the settlement
amount accrued interest at 17% per annum and was required to be
paid in full on or before October 30, 2009.  

In return, each of the Longview Entities agreed to a full and
complete release of the Company from all claims that were or could
have been alleged in the Lawsuit and agreed to relinquish all of
the Shares upon receiving final payment of the settlement amount.  
From October 30 until November 12, interest on the remaining
portion of the settlement amount accrued at 20% per annum.  On
November 12, 2009, the Company paid in full the entire outstanding
portion of the settlement amount, together with all accrued and
unpaid interest, and satisfied all of its obligations to the
Longview Entities under the Settlement Agreement.

                          Shaar Fund Note

On July 7, 2009, the Company issued an unsecured promissory note
in the aggregate principal amount of $1,000,000 to The Shaar Fund,
Ltd., a holder of shares of the Company's Series A Convertible
Preferred Stock, Series B Convertible Preferred Stock and Series C
Convertible Preferred Stock.  The Note accrued interest at 8% per
annum and was originally due and payable on November 3, 2009.

Effective as of November 3, 2009, Shaar (a) has extended the due
date of the Note to the earlier to occur of (1) the fifth business
day after the closing of the sale of the the Company's Law
Enforcement division and (2) January 31, 2010, pursuant to a Note
Amendment and Extension Agreement dated as of November 3, 2009
between the Company and Shaar, and (b) has made a bridge loan to
the Company in the principal amount of $750,000, evidenced by the
Company's unsecured 6% Promissory Note dated as of November 12,
2009.

In consideration thereof, Shaar and the Company also entered into
a Securities Exchange Agreement dated as of November 12, 2009,
pursuant to which the Company and the holders of the outstanding
shares of the Company's Series A Convertible Preferred Stock, such
holders being Shaar (27,932 total shares) and Thomas J. Colatosti
(2,625 total shares), agreed to exchange (a) their shares of
Series A Preferred Stock for an equal number of shares of the
Company's Series D Convertible Preferred Stock, and Warrants to
purchase up to an aggregate of 5,000,000 shares of the Company's
Common Stock, including up to 4,750,000 shares for Shaar and up to
250,000 shares for Mr. Colatosti, at an exercise price of $0.30
per share, and (b) all dividends accrued and unpaid on their
shares of Series A Preferred Stock for 7% Convertible Promissory
Notes.

The Company said the Series D Preferred Stock is mandatorily
redeemable on December 31, 2010, at which time the Company is
required to redeem for cash all outstanding shares at $100 per
share, together with all accrued and unpaid dividends thereon.  
The Convertible Notes may be converted in whole or in part at any
time at the option of the holder into shares of the Company's
Common Stock at a price equal to the lower of (i) the average
closing price of the Common Stock as quoted by Bloomberg for the
10 trading days prior to the date that the notice of conversion is
transmitted to the Company, and (ii) $0.30, subject to certain
adjustments.  The closing of the transactions contemplated by the
Exchange Agreement is conditioned upon, among other things, the
closing of the Asset Sale.

                      Going Concern Doubt

On March 9, 2009, CCR LLP, in Westborough, Massachusetts,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
December 31, 2008, and 2007.  The accounting firm pointed to the
Company's substantial net losses in recent years, and accumulated
deficit at December 31, 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $10.3 million in total assets, $7.8 million in total
liabilities, $469,550 in Series B redeemable convertible preferred
stock, and $4.1 million in Series C redeemable convertible
preferred stock, resulting in a $2.0 million stockholders'
deficit.  The Company had an accumulated deficit of approximately
$54.5 million at September 30, 2009.

                  About BIO-key International

BIO-key International, Inc. (OTC Bulletin Board: BKYI) --
http://www.bio-key.com/-- headquartered in Wall, New Jersey,
develops and delivers advanced identification solutions and
information services to law enforcement departments, public safety
agencies, government and private sector customers.


BLM AIR: Has Interim Nod to Tap Windels Marx as Bankruptcy Counsel
------------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court Southern
District of New York authorized, on an interim basis, BLM Air
Charter LLC to employ Windels Marx Lane & Mittendorf, LLP as
counsel.

A hearing to consider final approval of the Debtor's application
will be held on Dec. 15, 2009, at 10:00 a.m. (prevailing Eastern
Time).  Objections, if any, are due on Dec. 10, at 5:00 p.m.,
(prevailing Eastern time).

Windels Marx is expected to:

   -- represent the Debtor in the performance of its duties and
      obligations under the Bankruptcy Code and applicable law;
      and  

   -- assist in the preservation and augmentation of the assets'
      value for the benefit of the Debtor's estate and its
      creditors.

The Debtor's assets include a 50% tenant-in-common interest in an
Embraer Legacy 600, Model EMB-135 BJ aircraft, and certain related
aircraft accessories.

Howard L. Simon, Esq., a member of Windels Marx, told the Court
that the Debtor's case is related to the liquidation proceeding of
Bernard L. Madoff Investment Securities LLC, pursuant to the
Securities Investor Protection Act.  BLMIS is the 100% economic
owner of the Debtor, and is also BLM Air Charter LLC's largest
creditor, having transferred to the Debtor more than $25 million
from 2001 to 2008, which amounts remain unpaid.  Irving H. Picard,
Esq., is the court appointed trustee for BLMIS pursuant to SIPA.

Mr. Simon added that the fees and expenses incurred by Windels
Marx as counsel for the Debtor will be paid by the Securities
Investor Protection Corporation in the BLMIS Liquidation
Proceeding.  Thus, Windels Marx will not be compensated for its
services from any assets of the Debtor's estate.  Pursuant to the
Retention Order, Windels Marx will be compensated by SIPC at its
normal hourly rates, less a 10% discount and a 20% holdback.

Mr. Simon assured the Court that Windels Marx is a "disinterested
person" as that term is defined in Section 101(14) of the  
Bankruptcy Code.

Mr. Simon can be reached at:

     Windels Marx Lane & Mittendorf, LLP
     156 West 56th Street
     New York, NY 100019
     Tel: (212) 237-1113
     Fax: (212) 262-1215

                    About BLM Air Charter LLC

New York City-based BLM Air Charter LLC has a 50% tenant-in-common
interest in an Embraer Legacy 600, Model EMB-135 BJ aircraft, and
certain related aircraft accessories.  Bernard L. Madoff
Investment Securities LLC is the 100% economic owner of BLM and is
also BLM's largest creditor.

BLM filed for Chapter 11 on November 12, 2009 (Bankr. S.D. N.Y.
Case No. 09-16757.)  In its petition, the Debtor listed assets and
debts both ranging from $10,000,001 to $50,000,000.


BLX GROUP: Trustee Appointed in Involuntary Chapter 11 Case
-----------------------------------------------------------
WestLaw reports that the appointment of a trustee in the
involuntary Chapter 11 case of the alleged debtor, a holding
company for various entities involved in the development of a
private ski and golf community in Montana, was justified, a
Montana bankruptcy court has ruled.  It was in the best interests
of creditors and other stakeholders for an independent trustee to
manage and protect the alleged debtor's encumbered real property,
a luxury home and private golf course located in southern
California, until it could be sold under a professionally managed
sales process that would benefit all legitimate creditors, rather
than given at a bargain "fire sale" price to a first mortgagee.  
In addition, the property required expenditures for maintenance
and security.  Finally, the appointment of a trustee would
eliminate the insider circumstances and conflicts of interest
resulting from the fact that the alleged debtor's director and
president currently resided at the property and controlled any
spending related thereto.  Given this individual's past management
of the related entities, the alleged debtor, and the California
property, putting her in charge of any debtor-in-possession
financing at this juncture would be ill-advised, the court
commented.  In re BLX Group, Inc., --- B.R. ----, 2009 WL 3465239
(Bankr. D. Mont.) (Kirscher, J.).

Marc S. Kirschner, as trustee of the Yellowstone Club Liquidating
Trust, owed $190 million, together with two other creditors filed
an involuntary chapter 11 petition (Bankr. D. Mont. Case No. 09-
61893) on Sept. 21, 2009.  Charles W. Hingle, Esq., at Holland &
Hart LLP in Billings, Mont., represents the Petitioners.


BOOZ ALLEN: Bank Debt Trades at 0.12% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which on McLean,
Virginia-based Booz Allen Hamilton, Inc., is a borrower traded in
the secondary market at 99.88 cents-on-the-dollar during the week
ended Dec. 4, 2009, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents a
drop of 0.45 percentage points from the previous week, The Journal
relates.  The loan matures on July 1, 2015.  The Company pays 450
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Ba2 rating and Standard & Poor's BB rating.  
The debt is one of the biggest gainers and losers among the 178
widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Dec. 4.

Booz Allen Hamilton Inc. is a global strategy and technology
consulting company.  The Company provides its services to major
international corporations and government clients worldwide.

As reported by the Troubled Company Reporter on Oct. 2, 2009,
Standard & Poor's raised its corporate credit rating on Booz Allen
Hamilton, Inc., to 'BB-' from 'B+'.  The outlook is stable.


BOOZ ALLEN: Moody's Assigns 'Ba2' Rating on $350 Mil. Loan C
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
$350 million term loan C being added to the existing first lien
senior secured credit facility of Booz Allen Hamilton Inc.  
Concurrently, Moody's affirmed all credit ratings, including the
B1 Corporate Family Rating.  The rating outlook is stable.  

Booz Allen intends to pay a $550 million dividend to its current
owners and repay $97 million of an obligation owed to selling
shareholders from the July 2008 leveraged buyout in which the
company sold a majority stake to The Carlyle Group.  The current
transaction will be financed with the new term loan and cash on
hand.  Additionally, the existing revolver is being upsized to
$245 million from $100 million and is expected to be undrawn at
closing.  

Despite the incremental debt load of approximately $250 million
net, Booz Allen's credit metrics and liquidity profile are
expected to support the B1 rating category over the medium term.  
The company has a consistent track record of revenue growth that
has outpaced the market and current backlog levels suggest this
trend will continue for at least the near-term.  "Booz Allen has
long-established relationships with numerous government agencies
and has competitive advantages developed from its proficiencies
and incumbency on classified intelligence projects in areas such
as cyber security", stated Suzanne R. Wingo, Analyst.  
"Nonetheless, the ratings are constrained by the owners'
aggressive financial policies and the ongoing need to respond to
shifts in government spending priorities".  

In the sixteen months post-LBO, Booz Allen's financial results
have exceeded expectations with gross revenues in the six months
ended September 30, 2009, up 19% above the prior year.  At the
same time, margins have expanded and cash flow generation has been
robust.  For the fiscal year ended March 31, 2010, Moody's expects
financial leverage in the 5 to 5.5 times range and interest
coverage (EBITA to interest expense) of about 1.7 times.  Moody's
do not anticipate any debt reduction above required amortization
payments, with key credit metrics expected to improve modestly
thereafter through revenue and earnings growth.  Debt and EBITDA
have been adjusted to reflect operating leases and exclude
transaction-related items such as stock compensation related to
the vesting of rollover stock rights.  

Moody's assigned this rating:

  -- $350 million proposed senior secured first lien term loan C
     due July 2015, Ba2 / LGD2 (28%)

Moody's affirmed these ratings:

  -- $245 million (proposed increase from $100 million) senior
     secured first lien revolver due July 2014, Ba2 / LGD2 (to 28%
     from 22%)

  -- $119 million senior secured first lien term loan A due July
     2014, Ba2 / LGD2 (to 28% from 22%)

  -- $579 million senior secured first lien term loan B due July
     2015, Ba2 / LGD2 (to 28% from 22%)

  -- $550 million senior unsecured mezzanine loan due July 2016,     
     B3 / LGD5, (to 83% from 78%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B1

The ratings are subject to the conclusion of the proposed
transaction and Moody's review of final documentation.  Further
information will be available in the credit opinion to be posted
on moodys.com.  

The previous rating action on Booz Allen was the initial rating on
June 19, 2008 when Moody's assigned a B1 Corporate Family Rating.  

Booz Allen Hamilton Inc. is a leading provider of management
consulting, engineering, information technology, and systems
development and integration services supporting mission-critical
programs for the U.S. government.  Headquartered in McLean,
Virginia, Booz Allen generated value added revenues of
approximately $3.5 billion in the twelve months ended
September 30, 2009.  


BUCKHEAD COMMUNITY BANK: State Bank & Trust Assumes All Deposits
----------------------------------------------------------------
The Buckhead Community Bank, Atlanta, Georgia, was closed December
4 by the Georgia Department of Banking and Finance, which
appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with State Bank and Trust
Company, Macon, Georgia, to assume all of the deposits of The
Buckhead Community Bank.

The Buckhead Community Bank and its six branches in Georgia
operating under the following names: The Sandy Springs Community
Bank, The Midtown Community Bank, The Alpharetta Community Bank,
The Cobb Community Bank, The Forsyth Community Bank, and The Hall
Community Bank, will reopen during normal business hours as
branches of State Bank and Trust Company.  Depositors of The
Buckhead Community Bank will automatically become depositors of
State Bank and Trust Company.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage.  Customers should continue to use their existing
branches until State Bank and Trust Company can fully integrate
the deposit records of The Buckhead Community Bank.

As of November 6, 2009, The Buckhead Community Bank had total
assets of approximately $874.0 million and total deposits of
approximately $838.0 million.  State Bank and Trust Company did
not pay the FDIC a premium for the deposits of The Buckhead
Community Bank.  In addition to assuming all of the deposits of
the failed bank, State Bank and Trust Company agreed to purchase
essentially all of the failed bank's assets.

The FDIC and State Bank and Trust Company entered into a loss-
share transaction on approximately $692 million of The Buckhead
Community Bank's assets. State Bank and Trust Company will share
in the losses on the asset pools covered under the loss-share
agreement. The loss-sharing transaction is projected to maximize
returns on the assets covered by keeping them in the private
sector. The transaction also is expected to minimize disruptions
for loan customers. For more information on loss share, please
visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-8028.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/buckheadcommunity.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $241.4 million.  State Bank and Trust Company's
acquisition of all the deposits was the "least costly" resolution
for the DIF compared to alternatives.  The Buckhead Community Bank
is the 125th FDIC-insured institution to fail in the nation this
year, and the 22nd in Georgia.  The last FDIC-insured institution
closed in the state was United Security Bank, Sparta, on November
6, 2009.


CABLEVISION SYSTEMS: Fitch Sees Stiff Competition
-------------------------------------------------
Fitch Ratings expects that many of the competitive and economic
pressures of 2009 will remain for U.S. telecommunications and
cable operators in 2010.  Competitive overlap of services is ever-
growing for this sector and will continue to materially impact
company's near-term results and long-term prospects.  Economic
challenges for the sector, particularly related to unemployment
and housing-starts are expected to continue well into 2010, also
pressuring results.  Traditionally, U.S. telecommunications and
cable service demand has lagged economic recoveries.  Fitch
expects this lagging trend to continue and any U.S. economic
improvement in 2010 will likely not be reflected in
telecommunications and cable results until 2011.  Therefore, Fitch
expects that the difficult operating environment that companies
experienced in 2009 will continue through 2010.  

"Although the telecom and cable industry has maintained strong
liquidity and free cash flow, macroeconomic woes including
unemployment rates and a struggling housing market will continue
to limit financial growth for the sector," said Michael Weaver,
Managing Director at Fitch.  

                       Wireline Prospects

Fitch estimates that aggregate access line losses for 2009 will be
approximately 10.5% for the telecommunications sector.  Pressure
from wireless substitution and weak housing starts continue to be
key influences that will remain in 2010.  A lessening impact of
cable digital telephony erosion of residential access lines was
offset by a material increase in business access line losses in
2009.  Business and residential access line losses should
stabilize in 2010 and continue in the range of 3-3.2 million per
quarter, which would represent a yearly loss of approximately 12%
with the percentage increase reflecting the declining overall
base.  The on-going loss of legacy revenue increases the
importance of other sources of wireline growth for
telecommunications operators, such as high-speed data, network-
based video and business/commercial services.  Fitch estimates
that HSD subscriber growth slowed in 2009 to 1.7 million net
subscriber additions.  Likewise, Fitch forecasts that total HSD
net subscriber additions will slow in 2010 to approximately 1.4
million.  The slowing growth of the HSD market is reflective of
higher penetration of these services and to a lesser extent a
growing substitution by wireless data.  With regard to network-
based video, Fitch estimates that offerings by AT&T, Inc., and
Verizon Communications Inc. will grow by 2 million subscribers in
2009, but this rate will likely slow in 2010 to approximately
1.5 million.  The slowing growth rate reflects increasing
penetration and a slowing of coverage growth as these operators
enter their final phase of deployment.  Finally,
business/commercial service revenue erosion peaked in first-
quarter 2009 (1Q'09) and Fitch expects the total 2009 decline to
be over 6% for wireline companies with this trend the result of
growing unemployment.  It is likely that the unemployment rate is
near its high so Fitch believes that reductions in
business/commercial revenues should be modest, in the range of 1%,
in 2010.  In total, Fitch estimates that aggregate wireline
revenues will decline in 2010 near the mid-single-digit range, a
modest improvement over 2009.  Operators with a larger growth
services revenue mix should experience revenue erosion in the low
single-digit range.  EBITDA will similarly fall in aggregate by a
low- to mid-single-digit range for the industry as benefits from
headcount reductions offset losses of high-margin legacy services.

                         Cable Prospects

Cable multiple system operators experienced accelerating basic
subscriber losses in 2009 with a reduction of approximately 2.75%.  
Subscriber losses are the result of weak new home growth, but more
important, they are the result of competitive erosion from direct
broadcast satellite and network-based incumbent local exchange
carrier video offerings.  The basic subscriber erosion rate will
accelerate in 2010 as competitive pressure remains fairly
constant, but there will not be the lift from digital television
conversion that benefited cable MSOs in the first and second
quarter of 2009.  Fitch estimates that basic subscriber erosion
will increase to approximately 3.5% in 2010.  HSD subscriber
additions also slowed materially for cable MSOs in 2009 with Fitch
expecting subscriber growth of approximately 1.7 million in 2010.  
Cable MSOs should experience only a slight reduction in the level
of HSD growth, as DOCSIS 3.0 enhances their competitive offering
and penetration of a growing commercial services segment provide
increased opportunities for subscriber growth.  Cable telephony
subscriber growth fell rapidly in 2009 with a reduction of over
40%, but with operators still adding approximately two million net
subscribers.  Fitch estimates that cable telephony net additions
will fall to 1.4 million in 2010 as wireless substitution and weak
housing-starts impact results.  While overall telecommunications
business/commercial service revenue fell in 2009, cable MSOs
successfully increased their share of the small business/home
office market.  Fitch estimates that commercial service revenue
increased by approximately 25% for cable MSOs in 2009 and that
this trend will continue with these operators moving up to the
mid-size business customer segment in 2010.  In aggregate, Fitch
estimates that cable revenues will increase in the 3%-5% range in
2010 and that firm margins will lead to a similar level of EBITDA
growth.

                        Wireless Prospects

Overall total net additions in wireless continued to slow
reflecting lower gross additions due to higher penetration, but
equally important were factors reflecting the weak economy such as
high unemployment.  Fitch estimates that the total subscriber base
grew by about 5% in 2009 and this will slow to approximately 4% in
2010.  Postpaid net additions were materially affected by the
economy and unlimited prepaid plan offerings, which increased
churn, resulting in total post-paid net additions declining by
approximately 42% for 2009 compared to 36% in 2008.  However,
subscriber interest in third-generation (3G) data services and
advanced devices such as smartphones, netbooks and aircards kept
post-paid gross additions relatively flat in 2009.  Fitch expects
that post-paid gross additions will remain stable in 2010 and that
the rate of decline of net additions should improve slightly.  In
contrast to post-paid, pre-paid subscriber additions were strong
in 2009 due to the popularity of unlimited plans and economic
sensitivities of subscribers.  Fitch estimates that prepaid net
additions will increase by nearly nine million in 2009 compared to
approximately five million for post-paid.  Fitch expects that pre-
paid additions will again achieve in 2010 a level similar to 2009
as economic sensitivities remain and competitive pressures for
pre-paid subscribers increase.  Of significant interest beyond
2010 is whether interface device selection may limit the appeal of
prepaid service plans particularly in the face of economic
recovery.  Voice average revenue per user continues to erode at a
growing pace approaching double digits in 2009 in part due to
lower roaming revenue.  This trend will continue in 2010 and at a
level equal to or even higher than 2009.  Data ARPU growth has
limited the impact of voice ARPU erosion on total ARPU, which has
remained relatively steady.  Despite economic pressure in 2009,
data growth remained robust in part due to the successful
penetration of smartphones such as AT&T's iPhone offering.  At the
end of 2009, Fitch expects that wireless data will generate in
excess of $44 billion in revenue on an annualized basis.  Fitch
continues to believe that strong data growth will again be
achieved in 2010 as additional leading-edge smartphone devices
such as the Android will be available, which should push
subscriber interest in these services.  Again, high unemployment
rates will limit the overall potential of this growth, but Fitch
believes it will reach a run-rate of $51 billion by year-end 2010.  
In aggregate, Fitch forecasts that wireless revenue will increase
in the mid- to high-single-digit range in 2010 and that margins
may erode slightly from higher marketing and retention costs and
success of unlimited prepaid plans, but still remain in this
range.

                         Free Cash Flow

Telecommunications and cable capital expenditure was down
approximately 12% in 2009, reflecting the generally success-based
nature of this spending.  Companies invested selectively in areas
with the strongest future growth prospects such as wireless while
cutting back in legacy service areas.  Fitch expects that capital
expenditure will be flat in 2010 as growth prospects for the
industry lag an economic recovery.  Fitch estimates that free cash
flow for the industry increased by approximately 20% in 2009 as
companies materially reduced capital expenditure and focused
financial strategies on improving financial flexibility.  
Furthermore, FCF conversion increased in 2009 to a Fitch-estimated
5.1% of revenues compared to 2008's level of 4.3%.  Fitch believes
that FCF will again increase in 2010 by approximately 10% due to
modestly higher aggregate EBITDA and continued low levels of
capital expenditure.  Fitch expects that a material amount of FCF
will be used for debt reduction in response to higher debt levels
from consolidation and wireless spectrum investment that has
occurred over the past few years.  Nevertheless, Fitch also
expects that some companies will increase their shareholder-
friendly activities based on their improved financial flexibility
and growing confidence in improved economic prospects.  Fitch also
expects that acquisition and merger activity will continue in 2010
as companies attempt to address growth needs and strive for
improved operational efficiencies.  

                           Regulatory

While there are a large number of regulatory issues that need to
be addressed in the telecommunications and cable industry, led by
universal service funding and intercarrier compensation, these
issues will be complicated and take a long time to resolve.  
Instead, it appears that in 2010 the Federal Communications
Commission will focus on their involvement in the broadband
development allocation of the American Recovery and Reinvestment
Act and net neutrality.  Neither of these issues is likely to have
a material impact on financials or prospects for the industry in
2010.

                            Liquidity

The U.S. telecommunications and cable industry continues to
maintain relatively strong liquidity.  Those companies with Fitch
credit ratings generated last 12 months FCF, as of 3Q'09, of
approximately $34 billion and maintained balance sheet cash of
approximately $23 billion.  This level of internal liquidity
compares to a Fitch-estimated 2010 maturity schedule of
approximately $20 billion.  Revolving credit capacity for the
industry is strong with an average availability of nearly 85% or
$46 billion.

This is a list of Fitch-rated issuers and their current Issuer
Default Ratings:

  -- American Tower Corp. ('BBB-'; Outlook Stable)

  -- AT&T Inc. ('A'; Outlook Stable)

  -- Cablevision Systems Corp ('BB-'; Outlook Stable)

  -- CenturyTel, Inc. ('BBB-'; Outlook Stable)

  -- Cincinnati Bell, Inc. ('B+'; Outlook Stable)

  -- Cogeco Cable, Inc. ('BB+'; Outlook Stable)

  -- Comcast Corp. ('BBB+'; Outlook Stable)

  -- Crown Castle International ('BB-'; Outlook Positive)

  -- DIRECTV Holdings, LLC ('BBB-'; Outlook Stable)

  -- DISH Network Corp. ('BB-'; Outlook Negative)

  -- Frontier Communications ('BB'; Watch Positive)

  -- Level 3 Communications ('B-'; Outlook Positive)

  -- Mediacom Communications Corp. ('B'; Outlook Stable)

  -- Qwest Communications International, Inc. ('BB'; Outlook
     Stable)

  -- Rogers Communications Inc. ('BBB'; Outlook Stable)

  -- Sprint Nextel Corp. ('BB'; Outlook Negative)

  -- Telephone & Data Systems, Inc. ('BBB+'; Outlook Negative)

  -- TELUS Corp. ('BBB+'; Outlook Stable)

  -- Time Warner Cable, Inc. ('BBB'; Outlook Stable)

  -- Verizon Communications ('A'; Outlook Stable)

  -- Windstream Corp. ('BB+'; Watch Negative)


CALYPTE BIOMEDICAL: Lowers Net Loss to $859,000 in Q3 2009
----------------------------------------------------------
Calypte Biomedical Corporation narrowed its net loss to $859,000
for the three months ended September 30, 2009, from a net loss of
$2,103,000 for the year ago period.  The Company reported a net
loss of $2,931,000 for the nine months ended September 30, 2009,
from a net loss of $7,656,000 for the year ago period.

Product sales were $29,000 for the three months ended September
30, 2009, from $117,000 for the year ago period.  Product sales
were $407,000 for the nine months ended September 30, 2009, from
$400,000 for the year ago period.

At September 30, 2009, the Company had total assets of $5,861,000
against total liabilities of $20,147,000.  At September 30, 2009,
the Company had accumulated deficit of $187,879,000 and
stockholders' deficit of $14,286,000.  At September 30, 2009, the
Company had total current assets of $675,000 against total current
liabilities of $16,732,000.

The Company said during the nine months ended September 30, 2009,
it generated $810,000 from financing activities compared to
$4,024,000 generated from financing activities during the nine
months ended September 30, 2008.  The funds generated from
financing activities in the nine months ended September 30, 2009,
were primarily the result of two partial exercises of a warrant by
an investor, two small private placements of common stock with one
new investor and advancements from the same investor in
anticipation of entering into a future subscription agreement.

In 2009, to date, the Company has been able to generate financing
from these two investors.  The Company said it is working to get a
longer term commitment from these investors but it does not have
definitive agreements with either of them for continuing
financing.  One of the investors has advanced the Company $90,000
since September 30, 2009.

The Company said if it is unable to obtain additional financing,
it will be in significant financial jeopardy and it will be unable
to continue as a going concern.  Moreover, any financing the
Company is able to secure could be on terms that are highly
dilutive to existing stockholders. In addition, the equity or debt
securities that the Company issues may have rights, preferences or
privileges senior to those of the holders of the Company's common
stock.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4b25

Based in Portland, Oregon, Calypte Biomedical Corporation
develops, manufactures, and distributes in vitro diagnostic tests,
primarily for the diagnosis of Human Immunodeficiency Virus
infection.  The Company's common stock trades on the OTC Bulletin
Board under the symbol "CBMC."  Through a 51%-owned joint
ventures, the Company has manufacturing and marketing operations
in Beijing, China.


CAPMARK FIN'L: AEGON Wants Lift Stay to Modify LLC Agreements
-------------------------------------------------------------
Prior to the Petition Date, AEGON USA Realty Advisors, Inc., and
Capmark Affordable Properties Inc., and its related entities were
parties to five separate limited liability agreements.  The AEGON
entity in each investment is the sole investing participant in
that investment.  None of the affected AEGON funds are
"guaranteed" by any Capmark entity and are entirely
dependent upon diligent management of the individual qualified
properties for a return of the AEGON investment.  AEGON relates
that it has invested approximately $134,000,000 under management
by Capmark.

The LLC Agreement governs certain aspects of the Capmark
Affordable Tax Credit Fund 1 LLC's affairs, including the rights,
obligations and duties of the parties.

The LLC Agreement operates in the context of a three-tier
investment structure wherein the Debtors operate as an upper-tier
and middle-tier, non-member manager.  The Debtors further control
certain standby-entities, referred to as the "Pro-tech" entities
that serve as special limited partners at the lower tier,
property level partnerships in case the need arises for a
substitute General Partner to serve at the upper-tier investor's
best interests.  In the instant TCF 1 LLC investment, the entity
is entitled "PROTECH 2005-B, LLC."  These lower-tier Prot-tech
entities have not filed Chapter 11 proceedings.

Pursuant to the terms and obligations of the LLC Agreement,
Capmark, as the non-member manager of TCF 1 LLC, is responsible
for the conduct of the TCF 1 LLC's affairs.  Notwithstanding
Capmark's authority to act to effect the purposes of TCF 1 LLC,
the LLC Agreement restricts Capmark's rights and gives AEGON
substantial power to monitor Capmark's actions to ensure that it
meets its obligations, and in certain circumstances, to remove
Capmark as manager of TCF 1 LLC.

Furthermore, the LLC Agreement provides that Capmark may not (i)
Withdraw from the Company, (ii) delegate its duties as manager of
the Company, or (iii) assign its position as manager of the
Company, without the consent of AEGON, which Consent may be
withheld in AEGON's sole and absolute discretion.

AEGON points out that at no time did Capmark request or receive
consent from it to withdraw as manager.  According to AEGON,
given the terms of the LLC Agreement, as of the Petition Date,
the Debtors, through their volitional act, automatically became a
withdrawn manager and their management interest in TCF 1 LLC
terminated as a result of the bankruptcy filing.

By this Motion, AEGON asks the Court to lift the automatic stay
to allow it to take all actions to enforce its rights under the
Agreements against the Debtors, including termination of the
Debtors' managerial rights at all levels of the investment
structure or in the alternative, compel the Debtors to make an
immediate determination as to whether to assume or reject the
Agreements.

"Allowing the stay to continue in effect deprives AEGON of the
option to exercise its bargained-for and contractual right to
take over management of TCF 1 LLC upon Withdrawal or to find a
replacement manager that is acceptable to AEGON," asserts
Christopher A. Ward, Esq., Polsinelli Shughart PC, in Wilmington,
Delaware.  He adds that one of the rights bargained for and
provided in the LLC Agreement is AEGON's right not to be forced
into an unwanted relationship as a result of the Debtors'
bankruptcy.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FIN'L: GE Capital Wants to Remove Capmark as Servicer
-------------------------------------------------------------
General Electric Capital Corporation is a lender under the terms
of these agreements:

  (a) Amended and Restated Servicing and Escrow Agreement
      between Shreveport Red River Utilities, LLC, as Debtor;
      Newman Financial Services, Inc., as Lender; and GMAC
      Commercial Mortgage Corporation, as Servicer, dated as
      of December 14, 2000.

  (b) Servicing and Escrow Agreement between USFilter Water
      Partners VI L.L.C., as Debtor; Newman Financial Services,
      Inc., as Lender; and GMAC Commercial Mortgage Corporation,
      as Servicer, dated as of April 25, 2001.

  (c) Servicing and Escrow Agreement between DTE Tonawanda, LLC,
      as Debtor; Newman Financial Services, Inc., as Lender; and
      GMAC Commercial Mortgage Corporation, as Servicer, dated
      as of May 23, 2001.

  (d) Servicing and Escrow Agreement between Delta Township
      Utilities, LLC, as Debtor; Newman Financial Services,
      Inc., as Lender; and GMAC Commercial Mortgage
      Corporation, as Servicer, dated as of September 6, 2001.

The GE Agreements govern the terms of loans from GE Capital to
the Debtors for the purchase or license of real estate and
construction of facilities that provide certain utility services
to General Motors Corporation plants.  The Debtors under
the GE Agreements are single purpose entities established for the
purposes of owning the facilities.  The loans are serviced by the
Servicer, GMAC Commercial Mortgage Corporation, which changed its
name to Capmark Finance Inc.

Fotini A. Antoniadis, Esq., at Edwards, Angell, Palmer & Dodge,
LLP, in Wilmington, Delaware, relates that GE Capital also loaned
funds to each SPE pursuant to separate loan agreements, and the
Lender, SPEs, and GM entered into tri-party agreements related to
the provision of utilities services.  GM's bankruptcy constituted
an event of default under the Tri-Party Agreements, which in turn
constituted an event of default under the Loan Agreements.  Each
of the GE Agreements provides that upon the occurrence of an
event of default under the Loan Agreements, the Lender may remove
the Servicer and elect to service the loans itself.  On
September 18, 2009, Lender gave Servicer notice of events of
default under the Loan Agreement.

According to Ms. Antoniadis, the Debtor has not rejected its
servicing obligations in the bankruptcy proceeding.  However, she
notes, the default under the Loan Agreements allows the Lender to
terminate the Debtor as Servicer of the GE Agreements.

Ms. Antoniadis adds that the Debtor is in default under the GE
Agreements for failing to provide an accounting to GE Capital,
despite GE Capital's written demand for the accounting.  Without
a detailed accounting, GE Capital cannot determine whether
additional defaults have occurred.

Ms. Antoniadis asserts that in the event the MSB Business is
sold, the Debtor will no longer have the personnel, resources, or
expertise to continue to service the GE Agreements.  Thus, if the
Debtor does not assume and assign the GE Agreements as part of
the sale, GE Capital's rights and interests pursuant to the GE
Agreements will be jeopardized.

The inability of the Debtor to meet its obligations as Servicer
of the GE Agreements after a sale of the MSB Business constitutes
"cause" under Section 362(d)(1) for lifting the automatic stay,
in the event that the GE Agreements are not part of the assigned
assets, Ms. Antoniadis maintains.

Accordingly, GE Capital asks the Court to:

(i) terminate the automatic stay pursuant to Section 362 of the
     Bankruptcy Code;

(ii) permitting GE Capital to exercise any and all of its state
     law and contractual rights and remedies with respect to the
     GE Agreements, including, without limitation, removing the
     Debtor as Servicer of the GE Agreements;

(iii) provide that the provisions of Rule 4001(a)(3) of the
     Federal Rules of Bankruptcy Procedure are waived.

                      About Capmark Financial

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

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

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

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

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


CAPMARK FIN'L: Proposes Reed Smith as Special Counsel
-----------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
authority to employ Reed Smith LLP as their special counsel, nunc
pro tunc to the Petition Date.  The Debtors have selected Reed
Smith because of its extensive history and experience as the
Debtors' primary outside counsel during the last five years.

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

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

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

  (c) certain litigation matters; and

  (d) director and officer issues.

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

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

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

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

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

                      About Capmark Financial

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

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

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

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

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


CARE FOUNDATION: NHI Agrees to $67-Mil. Purchase of 6 Facilities
----------------------------------------------------------------
National Health Investors, Inc. (NYSE:NHI) has agreed to purchase
six Florida skilled nursing facilities from Care Foundation of
America, Inc. (CFA) for a total of $67 million, with the closing
expected to occur within three months.  The facilities are leased
to affiliates of Health Services Management, Inc. for $6.2 million
annually, plus escalators over the initial lease term expiring in
2014. The facilities total 780 beds and have been part of NHI?s
mortgage loan portfolio for 16 years. NHI previously announced in
July that it had completed the purchase of four skilled nursing
facilities in Texas for a total of $55.5 million. Including the
purchase from CFA, NHI will have purchased ten skilled nursing
facilities totaling 1,275 beds for a total of $122.5 million in
Texas and Florida.

The purchase will result in the dismissal of pending litigation
between NHI and CFA that began after CFA filed for Chapter 11
bankruptcy in the U.S. District Court for the Middle District of
Tennessee just before CFA?s promissory note to NHI became due. NHI
currently provides mortgage loan financing to CFA, with the
current principal balance owed to NHI being $22.9 million. The
current principal balance and any interest then due will be paid
in full at closing. The purchase and settlement was approved by
the Attorney General for the State of Tennessee and is subject to
approval by the bankruptcy court.

Justin Hutchens, NHI President and COO stated, ?We are making this
investment in skilled nursing facilities in Florida that have
excellent cash flow and stable operations. Health Services
Management has done a fine job operating these facilities over the
past decade. This business transaction will also resolve the
dispute between the parties and will ensure that CFA can continue
its charitable mission. It represents a satisfactory conclusion to
our relationship with CFA.?

National Health Investors, Inc. -- http://www.nhinvestors.com/--  
is a healthcare real estate investment trust that specializes in
the financing of healthcare real estate by purchase and leaseback
transactions and by mortgage loans. NHI?s investments involve 130
properties in 19 states and include skilled nursing facilities,
assisted living facilities, independent living facilities, medical
office buildings, residential projects for the developmentally
disabled and an acute care hospital. The common stock of the
company trades on the New York Stock Exchange with the symbol NHI.  


CATALENT PHARMA: Moody's Gives Negative Outlook, Keeps 'B2' Rating
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Catalent
Pharma Solutions, Inc., to negative from stable.  Moody's also
affirmed the existing ratings of Catalent, including the B2
Corporate Family and Probability of Default Ratings.  
Additionally, Moody's assigned a Speculative Grade Liquidity
Rating of SGL-3, reflecting the expectation of adequate liquidity
over the next four quarters.  

While Moody's acknowledges some of the recent improvement in cash
flow and EBITDA expansion, the negative rating outlook reflects
Moody's expectation that it will be increasingly challenging to
improve the credit profile of the company given the declines and
continued operating pressures in a number of Catalent's business
lines since the spin off of the company in April 2007.  Moody's
believes the impairment of a considerable portion of the company's
goodwill and intangible assets, which continued into the most
recent quarter, indicates a significant drop off in the
expectations of future growth and return on the company's assets
since the time of the transaction.  Moody's expects that the
difficult operating environment underlying these expectations
along with the considerable debt load of the company will continue
to result in credit metrics that are very weak for the B2 rating
category and could ultimately present risks regarding the
company's ability to sustain its current capital structure.  

Catalent's B2 Corporate Family Rating reflects the company's
considerable financial leverage and modest interest coverage.  
Credit metrics have not improved at the pace that had been
anticipated following the spin off of the company.  However, the
rating also considers the company's adequate liquidity with no
financial covenants under the credit agreement, available revolver
borrowing and no material debt maturities prior to 2013.  
Additionally, further earnings growth and a return to positive
free cash flow in the near term as the benefit of prior
investments are realized could benefit the company's operating
results.  

Ratings affirmed/LGD assessments revised:

  -- Senior secured revolving credit facility, Ba3 (LGD3, 30%)

  -- Senior secured term loan (US and Euro denominated tranches),
     Ba3 (LGD3, 30%)

  -- Senior PIK notes due 2015, from Caa1 (LGD5, 80%) to Caa1
     (LGD5, 79%)

  -- Senior subordinated notes due 2017, from Caa1 (LGD6, 94%) to
     Caa1 (LGD6, 93%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

Ratings assigned:

  -- Speculative Grade Liquidity Rating, SGL-3

Moody's last rating action was on March 26, 2007, when first time
ratings were assigned to the company and its new debt instruments,
including the B2 Corporate Family Rating.  

Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is
a leading provider of advanced dose form and packaging
technologies, and development, manufacturing and packaging
services for pharmaceutical, biotechnology, and consumer
healthcare companies.  


CELESICA INC: IT Spending Growth Supports Tech Industry Outlook
---------------------------------------------------------------
Fitch Ratings' 2010 outlook for information technology sectors is
stable based on expectations that global IT spending will resume
growth equivalent to or exceeding worldwide GDP.  In a special
outlook report issued, Fitch says improved market demand,
especially for enterprise hardware and particularly for the second
half of the year, will drive company expectations for 2010 and
should further stabilize technology operating and credit profiles.

'A gradually improving economy should result in sequentially
better demand patterns for technology companies in 2010,' said
Nick Nilarp, Managing Director at Fitch.  'There is considerable
pent-up enterprise demand for hardware purchases, primarily
servers and storage, which have been postponed the last two years
during the global economic downturn.  This has led to an aging
infrastructure that is increasingly expensive to maintain.' Nilarp
cautions that the U.S. consumer remains a wildcard and the risk of
a double-dip recession remains and could arrest any market
improvement.  

Fitch says ratings strengths for the industry include strong
financial flexibility via high cash balances and consistent free
cash flow supported by relatively stable cash conversion cycles.  
Also, solid unit demand expectations for personal computers (PCs),
mobile handsets, and servers could result in higher-than-expected
revenue if pricing pressures are moderate.  The consistency and
rational behavior of the supply chain served the industry well
during challenging economic and industry conditions in 2009, and
Fitch expects similar behavior will continue to benefit the IT
industry in 2010.  Opportunities for better-than-expected
performance could occur from a continuation of global economic
stimulus packages, strong performance of developing economies, and
increased IT spending relating to healthcare.

Key Themes to Fitch's IT Outlook:

  -- The worldwide IT spending environment will grow 3%-4% in
     2010, led by hardware.  Fitch expects the IT services
     industry to grow 3%-5% in 2010 while the semiconductor
     industry will experience a rebound in revenue growth at low-
     to mid-single digits;

  -- PC and mobile handset unit growth is expected to be in the
     high-single digits and mid-single digits, respectively, for
     2010; Fitch believes the release of Windows 7 will positively
     affect PC demand from consumers in the fourth quarter of
     2009, small and medium business in the first half of 2010 and
     large enterprise in late 2010 into early 2011; the PC mix
     will likely continue to be skewed towards consumers,
     potentially resulting in minimal to negative PC revenue
     growth in 2010 based on the recent declines in PC average
     selling prices;

  -- Operating profitability is expected to improve as cost
     reduction initiatives result in positive operating leverage
     upon the resumption of top line growth.

Key Concerns to Fitch's IT Outlook:

  -- Fitch believes the biggest threat to IT spending in 2010 is
     the fragile economy, particularly in Europe and the weak
     recovery in the U.S., and the resultant impact on the
     consumer and business confidence.  While there is limited
     visibility for worldwide demand, Fitch believes macroeconomic
     trends (Fitch 2010 GDP forecasts: 1.8% U.S., 0.5% Euro Area,
     6.5% BRIC) could continue to pressure companies that lack
     product depth and geographic revenue diversity.  

  -- Limited demand visibility;

  -- Existence of excess manufacturing capacity and the negative
     effects this could possibly have on pricing;

  -- Event risk of acquisitions (less so for shareholder friendly
     actions) and the resultant possible increase in debt levels
     due to cash location challenges;

Key Credit Considerations:

  -- Technology industry cash levels of $300 billion
     (approximately half is located overseas) may be pressured in
     2010 driven by top-line growth and resultant working capital
     usage;

  -- Total industry debt from current and new issuers may increase
     in 2010, surpassing the 2009 debt level of more than $220
     billion.  New debt issuance will be driven by cash location,
     acquisitions, and refinancings as the industry has
     approximately $15 billion of debt maturing in 2010.  

  -- Fitch continues to believe the maturing technology industry
     will experience solid acquisition activity from strategic
     buyers, particularly for the software and IT Services
     sectors, and potentially, though less likely, the EMS and
     distributor sectors.  

A list of Fitch-rated issuers in the U.S. technology sector and
their current Issuer Default Ratings:

  -- Accenture Ltd. ('A+'; Outlook Stable);

  -- Advanced Micro Devices, Inc. ('B-'; Outlook Positive);

  -- Affiliated Computer Services, Inc. ('BB'; Rating Watch
     Positive);

  -- Agilent Technologies Inc. ('BBB'; Outlook Stable);  

  -- Anixter Inc. ('BB+'; Outlook Stable);

  -- Anixter International Inc. ('BB+'; Outlook Stable);

  -- Arrow Electronics, Inc. ('BBB-'; Outlook Stable);

  -- Avnet, Inc. ('BBB-'; Outlook Stable);

  -- Broadridge Financial Solutions ('BBB'; Rating Watch
     Positive);

  -- CA Inc. ('BBB'; Outlook Stable);

  -- Celestica Inc. ('BB-'; Outlook Stable);

  -- Computer Sciences Corp. ('BBB+'; Outlook Stable);

  -- Convergys Corp. ('BBB-'; Outlook Negative);

  -- Corning Incorporated ('BBB+'; Outlook Stable);

  -- Dell Inc. ('A'; Outlook Stable);

  -- Eastman Kodak Company ('B-'; Outlook Stable);

  -- eBay, Inc. ('A'; Outlook Stable);

  -- First Data Corp. ('B'; Outlook Stable);

  -- FIS Inc. ('BB+'; Outlook Positive);

  -- Metavante Technologies Inc. ('BB+'; Outlook Positive);  

  -- Flextronics International Ltd. ('BB+'; Outlook Stable);

  -- Freescale Semiconductor, Inc. ('CCC');

  -- Hewlett-Packard Company ('A+'; Outlook Stable);

  -- H&R Block Inc. ('BBB'; Outlook Stable);

  -- Block Financial Corp. ('BBB'; Outlook Stable);

  -- Ingram Micro Inc. ('BBB-'; Outlook Stable);

  -- International Business Machines Corp. ('A+'; Outlook Stable);  

  -- International Rectifier Corp. ('BB'; Outlook Negative);  

  -- Jabil Circuit, Inc. ('BB+'; Outlook Positive);

  -- KLA-Tencor Corp. ('BBB'; Outlook Negative);

  -- Microsoft Corp. ('AA+'; Outlook Stable);

  -- Moneygram International Inc. ('B+'; Outlook Negative);

  -- Moneygram Payment Systems Worldwide, Inc. ('B+'; Outlook
     Negative);

  -- Motorola, Inc. ('BBB-'; Outlook Negative);

  -- Nokia Corporation ('A'; Outlook Negative);

  -- Oracle Corp. ('A'; Outlook Stable);

  -- Pitney Bowes Inc. ('A-'; Outlook Stable);

  -- Sanmina-SCI Corp. ('B'; Outlook Stable);

  -- Seagate Technology ('BB'; Outlook Stable);

  -- SunGard Data Systems Inc. ('B'; Outlook Negative);

  -- Sun Microsystems, Inc. ('BBB-'; Rating Watch Evolving);

  -- Tech Data Corporation ('BB+'; Outlook Stable);

  -- Telefonaktiebolaget LM Ericsson ('BBB+'; Outlook Stable);

  -- Texas Instruments Incorporated ('A+'; Outlook Stable);

  -- The Western Union Company ('A-'; Outlook Stable);

  -- Tyco Electronics Ltd. ('BBB'; Outlook Negative);

  -- Unisys Corp. ('B'; Outlook Negative);

  -- Xerox Corporation ('BBB'; Outlook Negative).


CELL THERAPEUTICS: Registers 5,607,468 Shares for Resale
--------------------------------------------------------
Cell Therapeutics, Inc., filed with the Securities and Exchange
Commission a FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 to register up to 5,607,468 shares of the Company's
common stock that may be sold by selling shareholders.

Those shares of common stock were originally issued by the Company
in full satisfaction of the shareholders' contingent right to
certain milestone payments in connection with the Company's
acquisition of Systems Medicine, Inc., in a stock for stock
merger.  The selling shareholders may offer and sell their shares
in public or private transactions, or both.  These sales may occur
at fixed prices, at market prices prevailing at the time of sale,
at prices related to prevailing market price, or at negotiated
prices.

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

The Company's common stock is quoted on The NASDAQ Capital Market
and on the MTA stock market in Italy under the symbol "CTIC".  On
December 1, 2009, the last reported sale price of the Company's
common stock on The NASDAQ Capital Market was $1.09.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?4b1b

                      About Cell Therapeutics

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

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

                        Bankruptcy Warning

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

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

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


CENTURY ALUMINUM: Extends Exchange Offer for 7.5% Senior Notes
--------------------------------------------------------------
Century Aluminum Company reported an extension of the exchange
offer and consent solicitation relating to its 7.5% Senior Notes
due 2014, CUSIP No. 156431AH1, made pursuant to its Offering
Circular and Consent Solicitation Statement dated October 28,
2009, as amended.

The exchange offer and consent solicitation is being amended to
extend the expiration time from 11:59 p.m., New York City time, on
Thursday, December 3, 2009, to 11:59 p.m., New York City time,
today, December 7, 2009, to allow time to complete the
qualification of the indenture for the 8% Senior Secured Notes due
2014 under the Trust Indenture Act.

The Company has been advised by the information and exchange agent
for the exchange offer and consent solicitation that, as of 5:00
p.m., New York City time, on December 3, 2009, the aggregate
principal amount of 2014 Notes that had been validly tendered (and
not validly withdrawn) and for which related consents had been
validly delivered (and not validly revoked) was approximately $243
million.

The Company commenced an offer to exchange $250 million in
aggregate principal amount outstanding 2014 Notes properly
tendered (and not validly withdrawn) for up to $252.5 million of
its Exchange Notes to be issued at the closing of the exchange
offer, including Exchange Notes to be issued as payment for
consents for amendments to the indenture governing the 2014 Notes
to eliminate most restrictive covenants and modify certain events
of default.

Additional copies of the Offering Circular and Consent
Solicitation Statement may be obtained by contacting the
information and exchange agent, Globic Advisors, Inc., at (212)
227-9699.

Century Aluminum Company owns primary aluminum capacity in the
United States and Iceland. Century's corporate offices are located
in Monterey, California.


CHRYSLER LLC: November 2009 Sales Declined 25% From Last Year
-------------------------------------------------------------
Chrysler Group LLC on Tuesday reported sales increases on several
models, both year-over-year and month-over-month.  The Chrysler
Sebring Sedan, Dodge Avenger, Dodge Journey and Dodge Grand
Caravan all reported year-over-year sales increases.  The Chrysler
PT Cruiser, Chrysler Sebring Convertible, Jeep(R) Commander, Jeep
Liberty, Jeep Compass, Jeep Patriot, Dodge Viper, Dodge Dakota and
Ram Cab Chassis all reported month-over-month sales increases.

"The company showed some encouraging signs this month, providing a
good foundation going forward and reinforcing our promising future
which everyone in the company is excited about,? said Fred Diaz,
President and Chief Executive Officer-Ram Brand and Lead Executive
for the Sales Organization, Chrysler Group LLC.  "Consumer
confidence is building now that we've released our five-year
business plan, and we're showcasing our brands, great products and
cool features in new advertising.?

Chrysler Group reported total U.S. sales for November of 63,560
units, increasing its market share to 8.4%.  Sales declined 25%
versus November 2008. The company finished the month with 176,282
units in inventory, representing a 64-day supply. Inventory is
down 56% compared with November 2008. Overall industry figures for
November are projected to come in at an estimated 11.0 million
SAAR.

               November Brand U.S. Sales Highlights

Jeep Brand sales increased 14% compared with October 2009.  Jeep
Commander, Jeep Liberty, Jeep Compass and Jeep Patriot all posted
increased sales versus October 2009.

Chrysler Sebring Sedan increased sales 84% (2,674 units) compared
with November 2008. Chrysler PT Cruiser and Chrysler Sebring
Convertible both posted sales increases versus last month.

Dodge Journey sales increased 93% (5,434 units) versus the same
time period last year, Dodge Avenger saw sales increase 51% (3,571
units) compared with November 2008, and Dodge Grand Caravan sales
increased 35% (8,171 units) versus November 2008. Dodge Viper
increased sales compared with the previous month.

Dodge Dakota and Ram Cab Chassis vehicles both posted sales gains
compared with October 2009.

In November, overall Mopar U.S. net sales were consistent with
last month's sales.  Compared with the same time period last year,
Mopar accessory sales per new unit were up 8% while service
contracts per new unit sold increased 7%.  Mopar sales for Remote
Start are up 20% versus 2008.

Later this month, Mopar will begin taking orders for FLO TV, a
feature that offers Chrysler, Jeep, Dodge and Ram buyers live,
mobile television. Chrysler Group LLC will be the first automaker
in the U.S. to offer live, mobile TV.

                            Incentives

Chrysler Group LLC continues its "Year-end Wrap Up,? which offer
consumers the choice of a gift for themselves or some extra cash
in their pocket as the holiday season approaches.

Chrysler Group also is continuing its "Invest in America?
partnership with credit unions in the United States by offering
preferred pricing on eligible Chrysler, Jeep, Dodge and Ram Truck
vehicles to the more than 90 million credit union members.

                         *     *     *

Dow Jones Newswires' John Kell reported U.S. light-vehicle sales
rose modestly in November as the industry continued to move past
the effects of the summer's "cash for clunkers" program with
single-digit increases reported by Ford Motor Co. and Toyota Motor
Co.  According to Mr. Kell, the U.S. sales reports released
Tuesday suggested sales had stabilized after the end of government
incentives in August, though were flattered by easy year-earlier
comparisons.

Ford said November car sales were up 14% versus a year ago and
crossovers up 26%; Ford, Lincoln and Mercury total U.S. sales were
118,536, essentially equal to year-ago sales.

According to Dow Jones, George Pipas, Ford's U.S. sales manager,
estimated a seasonally adjusted annualized sales rate of
10.4 million to 10.5 million vehicles during a conference call.
That was in line with October's performance and ahead of the
10.17 million sold in the same period last year.

Dow Jones said Ford led the reports with a 0.1% increase in
November light-vehicle sales, lifted by car and crossover
business, although volume was down 10% from the prior month.  Last
month had two prior selling days than the previous November.

According to Dow Jones, second-ranked Toyota reported a 2.6% rise
in sales, while Chrysler LLC, now relegated to the fifth spot in
the market, had a 25% decline.

GM said Tuesday its dealers in the U.S. delivered 151,427 vehicles
in November.  While this represents a decline of 2% compared with
November 2008, GM retail sales were up 1% for the month.

Dow Jones said GM had said it expected the seasonally adjusted
annualized rate of sales last month to be "slightly higher" than
October's, placing the figure at 11 million.  GM reported light-
vehicle sales fell 1.8% to 150,676, with car sales down 1.3% and
light-truck sales falling 2.1%.  Overall, the four brands GM will
continue to operate have posted 5.6% sales growth since the
company's restructuring, Dow Jones said.

                     About Chrysler Group LLC

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.

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

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

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


CINCINNATI BELL: Fitch Sees Stiff Competition
---------------------------------------------
Fitch Ratings expects that many of the competitive and economic
pressures of 2009 will remain for U.S. telecommunications and
cable operators in 2010.  Competitive overlap of services is ever-
growing for this sector and will continue to materially impact
company's near-term results and long-term prospects.  Economic
challenges for the sector, particularly related to unemployment
and housing-starts are expected to continue well into 2010, also
pressuring results.  Traditionally, U.S. telecommunications and
cable service demand has lagged economic recoveries.  Fitch
expects this lagging trend to continue and any U.S. economic
improvement in 2010 will likely not be reflected in
telecommunications and cable results until 2011.  Therefore, Fitch
expects that the difficult operating environment that companies
experienced in 2009 will continue through 2010.  

"Although the telecom and cable industry has maintained strong
liquidity and free cash flow, macroeconomic woes including
unemployment rates and a struggling housing market will continue
to limit financial growth for the sector," said Michael Weaver,
Managing Director at Fitch.  

                       Wireline Prospects

Fitch estimates that aggregate access line losses for 2009 will be
approximately 10.5% for the telecommunications sector.  Pressure
from wireless substitution and weak housing starts continue to be
key influences that will remain in 2010.  A lessening impact of
cable digital telephony erosion of residential access lines was
offset by a material increase in business access line losses in
2009.  Business and residential access line losses should
stabilize in 2010 and continue in the range of 3-3.2 million per
quarter, which would represent a yearly loss of approximately 12%
with the percentage increase reflecting the declining overall
base.  The on-going loss of legacy revenue increases the
importance of other sources of wireline growth for
telecommunications operators, such as high-speed data, network-
based video and business/commercial services.  Fitch estimates
that HSD subscriber growth slowed in 2009 to 1.7 million net
subscriber additions.  Likewise, Fitch forecasts that total HSD
net subscriber additions will slow in 2010 to approximately 1.4
million.  The slowing growth of the HSD market is reflective of
higher penetration of these services and to a lesser extent a
growing substitution by wireless data.  With regard to network-
based video, Fitch estimates that offerings by AT&T, Inc., and
Verizon Communications Inc. will grow by 2 million subscribers in
2009, but this rate will likely slow in 2010 to approximately
1.5 million.  The slowing growth rate reflects increasing
penetration and a slowing of coverage growth as these operators
enter their final phase of deployment.  Finally,
business/commercial service revenue erosion peaked in first-
quarter 2009 (1Q'09) and Fitch expects the total 2009 decline to
be over 6% for wireline companies with this trend the result of
growing unemployment.  It is likely that the unemployment rate is
near its high so Fitch believes that reductions in
business/commercial revenues should be modest, in the range of 1%,
in 2010.  In total, Fitch estimates that aggregate wireline
revenues will decline in 2010 near the mid-single-digit range, a
modest improvement over 2009.  Operators with a larger growth
services revenue mix should experience revenue erosion in the low
single-digit range.  EBITDA will similarly fall in aggregate by a
low- to mid-single-digit range for the industry as benefits from
headcount reductions offset losses of high-margin legacy services.

                         Cable Prospects

Cable multiple system operators experienced accelerating basic
subscriber losses in 2009 with a reduction of approximately 2.75%.  
Subscriber losses are the result of weak new home growth, but more
important, they are the result of competitive erosion from direct
broadcast satellite and network-based incumbent local exchange
carrier video offerings.  The basic subscriber erosion rate will
accelerate in 2010 as competitive pressure remains fairly
constant, but there will not be the lift from digital television
conversion that benefited cable MSOs in the first and second
quarter of 2009.  Fitch estimates that basic subscriber erosion
will increase to approximately 3.5% in 2010.  HSD subscriber
additions also slowed materially for cable MSOs in 2009 with Fitch
expecting subscriber growth of approximately 1.7 million in 2010.  
Cable MSOs should experience only a slight reduction in the level
of HSD growth, as DOCSIS 3.0 enhances their competitive offering
and penetration of a growing commercial services segment provide
increased opportunities for subscriber growth.  Cable telephony
subscriber growth fell rapidly in 2009 with a reduction of over
40%, but with operators still adding approximately two million net
subscribers.  Fitch estimates that cable telephony net additions
will fall to 1.4 million in 2010 as wireless substitution and weak
housing-starts impact results.  While overall telecommunications
business/commercial service revenue fell in 2009, cable MSOs
successfully increased their share of the small business/home
office market.  Fitch estimates that commercial service revenue
increased by approximately 25% for cable MSOs in 2009 and that
this trend will continue with these operators moving up to the
mid-size business customer segment in 2010.  In aggregate, Fitch
estimates that cable revenues will increase in the 3%-5% range in
2010 and that firm margins will lead to a similar level of EBITDA
growth.

                        Wireless Prospects

Overall total net additions in wireless continued to slow
reflecting lower gross additions due to higher penetration, but
equally important were factors reflecting the weak economy such as
high unemployment.  Fitch estimates that the total subscriber base
grew by about 5% in 2009 and this will slow to approximately 4% in
2010.  Postpaid net additions were materially affected by the
economy and unlimited prepaid plan offerings, which increased
churn, resulting in total post-paid net additions declining by
approximately 42% for 2009 compared to 36% in 2008.  However,
subscriber interest in third-generation (3G) data services and
advanced devices such as smartphones, netbooks and aircards kept
post-paid gross additions relatively flat in 2009.  Fitch expects
that post-paid gross additions will remain stable in 2010 and that
the rate of decline of net additions should improve slightly.  In
contrast to post-paid, pre-paid subscriber additions were strong
in 2009 due to the popularity of unlimited plans and economic
sensitivities of subscribers.  Fitch estimates that prepaid net
additions will increase by nearly nine million in 2009 compared to
approximately five million for post-paid.  Fitch expects that pre-
paid additions will again achieve in 2010 a level similar to 2009
as economic sensitivities remain and competitive pressures for
pre-paid subscribers increase.  Of significant interest beyond
2010 is whether interface device selection may limit the appeal of
prepaid service plans particularly in the face of economic
recovery.  Voice average revenue per user continues to erode at a
growing pace approaching double digits in 2009 in part due to
lower roaming revenue.  This trend will continue in 2010 and at a
level equal to or even higher than 2009.  Data ARPU growth has
limited the impact of voice ARPU erosion on total ARPU, which has
remained relatively steady.  Despite economic pressure in 2009,
data growth remained robust in part due to the successful
penetration of smartphones such as AT&T's iPhone offering.  At the
end of 2009, Fitch expects that wireless data will generate in
excess of $44 billion in revenue on an annualized basis.  Fitch
continues to believe that strong data growth will again be
achieved in 2010 as additional leading-edge smartphone devices
such as the Android will be available, which should push
subscriber interest in these services.  Again, high unemployment
rates will limit the overall potential of this growth, but Fitch
believes it will reach a run-rate of $51 billion by year-end 2010.  
In aggregate, Fitch forecasts that wireless revenue will increase
in the mid- to high-single-digit range in 2010 and that margins
may erode slightly from higher marketing and retention costs and
success of unlimited prepaid plans, but still remain in this
range.

                         Free Cash Flow

Telecommunications and cable capital expenditure was down
approximately 12% in 2009, reflecting the generally success-based
nature of this spending.  Companies invested selectively in areas
with the strongest future growth prospects such as wireless while
cutting back in legacy service areas.  Fitch expects that capital
expenditure will be flat in 2010 as growth prospects for the
industry lag an economic recovery.  Fitch estimates that free cash
flow for the industry increased by approximately 20% in 2009 as
companies materially reduced capital expenditure and focused
financial strategies on improving financial flexibility.  
Furthermore, FCF conversion increased in 2009 to a Fitch-estimated
5.1% of revenues compared to 2008's level of 4.3%.  Fitch believes
that FCF will again increase in 2010 by approximately 10% due to
modestly higher aggregate EBITDA and continued low levels of
capital expenditure.  Fitch expects that a material amount of FCF
will be used for debt reduction in response to higher debt levels
from consolidation and wireless spectrum investment that has
occurred over the past few years.  Nevertheless, Fitch also
expects that some companies will increase their shareholder-
friendly activities based on their improved financial flexibility
and growing confidence in improved economic prospects.  Fitch also
expects that acquisition and merger activity will continue in 2010
as companies attempt to address growth needs and strive for
improved operational efficiencies.  

                           Regulatory

While there are a large number of regulatory issues that need to
be addressed in the telecommunications and cable industry, led by
universal service funding and intercarrier compensation, these
issues will be complicated and take a long time to resolve.  
Instead, it appears that in 2010 the Federal Communications
Commission will focus on their involvement in the broadband
development allocation of the American Recovery and Reinvestment
Act and net neutrality.  Neither of these issues is likely to have
a material impact on financials or prospects for the industry in
2010.

                            Liquidity

The U.S. telecommunications and cable industry continues to
maintain relatively strong liquidity.  Those companies with Fitch
credit ratings generated last 12 months FCF, as of 3Q'09, of
approximately $34 billion and maintained balance sheet cash of
approximately $23 billion.  This level of internal liquidity
compares to a Fitch-estimated 2010 maturity schedule of
approximately $20 billion.  Revolving credit capacity for the
industry is strong with an average availability of nearly 85% or
$46 billion.

This is a list of Fitch-rated issuers and their current Issuer
Default Ratings:

  -- American Tower Corp. ('BBB-'; Outlook Stable)

  -- AT&T Inc. ('A'; Outlook Stable)

  -- Cablevision Systems Corp ('BB-'; Outlook Stable)

  -- CenturyTel, Inc. ('BBB-'; Outlook Stable)

  -- Cincinnati Bell, Inc. ('B+'; Outlook Stable)

  -- Cogeco Cable, Inc. ('BB+'; Outlook Stable)

  -- Comcast Corp. ('BBB+'; Outlook Stable)

  -- Crown Castle International ('BB-'; Outlook Positive)

  -- DIRECTV Holdings, LLC ('BBB-'; Outlook Stable)

  -- DISH Network Corp. ('BB-'; Outlook Negative)

  -- Frontier Communications ('BB'; Watch Positive)

  -- Level 3 Communications ('B-'; Outlook Positive)

  -- Mediacom Communications Corp. ('B'; Outlook Stable)

  -- Qwest Communications International, Inc. ('BB'; Outlook
     Stable)

  -- Rogers Communications Inc. ('BBB'; Outlook Stable)

  -- Sprint Nextel Corp. ('BB'; Outlook Negative)

  -- Telephone & Data Systems, Inc. ('BBB+'; Outlook Negative)

  -- TELUS Corp. ('BBB+'; Outlook Stable)

  -- Time Warner Cable, Inc. ('BBB'; Outlook Stable)

  -- Verizon Communications ('A'; Outlook Stable)

  -- Windstream Corp. ('BB+'; Watch Negative)


CINCINNATI BELL: Bank Debt Trades at 5.36% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Cincinnati Bell,
Inc., is a borrower traded in the secondary market at 94.64 cents-
on-the-dollar during the week ended Dec. 4, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.39 percentage points
from the previous week, The Journal relates.  The loan matures on
Sept. 1, 2012.  The Company pays 150 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's 'Ba2'
rating and Standard & Poor's 'BB' rating.  The debt is one of the
biggest gainers and losers among the 178 widely quoted syndicated
loans, with five or more bids, in secondary trading in the week
ended Dec. 4.

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated  
communications solutions-including local, long distance, data,
Internet, and wireless services.  In addition, the Company
provides office communications systems as well as complex
information technology solutions including data center and managed
services.  Cincinnati Bell conducts its operations through three
business segments: Wireline, Wireless, and Technology Solutions.

As of Sept. 30, 2009, the Company had $2.01 billion in total
assets against $2.62 billion in total liabilities, resulting in
$614.0 million in stockholders' deficit.

Cincinnati Bell has an Issuer Default Rating of 'B+'.


CITIGROUP INC: Kuwait Fund Sells Stake, Makes $1.1-Bil. Profit
--------------------------------------------------------------
The Wall Street Journal's Dania Saadi reports The Kuwait
Investment Authority, the Gulf country's sovereign wealth fund,
said in an emailed statement Sunday it sold a $4.1 billion stake
in Citigroup Inc. making a profit on the deal.  According to the
Journal, the fund said it made a $1.1 billion profit from the
sale, or a 36.7% return on its investment.

"The authority converted its preferred shares to common shares
following negotiations with the bank's administration, selling all
of the shares for $4.1 billion," the statement said, according to
the Journal.

The Journal notes the fund invested $3 billion in Citi and another
$2 billion in Merrill Lynch & Co. in 2008 as Wall Street lenders
turned to outside investors to replenish capital hit by subprime-
mortgage losses in the U.S.

The Journal says the fund is one of the oldest and most
experienced of a handful of Middle East government investment
funds, with assets estimated at more than $200 billion.  Its
investment in Citi had drawn criticism from Kuwaiti lawmakers
fearing big losses for the nation's overseas wealth, the Journal
recalls.


The Journal notes the fund's exit from Citi comes as Abu Dhabi
Investment Authority, another Gulf sovereign wealth fund, may have
to overpay on about $7.5 billion worth of Citi's shares it has
committed to buy at $31.83 a piece in a deal struck two years ago.  
The December 4 edition of the Troubled Company Reporter ran a
story on this.  The bank's stock traded in New York closed at
$4.09 last week.

The Journal also notes the Government of Singapore Investment
Corp. said in September it made a $1.6 billion profit by selling
about half its stake in Citi since converting its holdings from
preferred shares to ordinary shares earlier in the month.

Saudi Arabia's Prince Alwaleed bin Talal remains one of Citi's
largest individual investors since he helped rescue the bank from
near collapse in the 1990s, the Journal says.

                      About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  At June 30, 2009, Citigroup had
total assets of $1.84 trillion and total liabilities of
$1.69 trillion.

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

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

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


CLAIRE'S STORES: Swings to $2.9MM Net Income for Sept. 30 Quarter
-----------------------------------------------------------------
Claire's Stores, Inc., reported net sales of $324.4 million for
the 2009 third quarter, which ended October 31, 2009, a decrease
of
$8.6 million, or 2.6%, compared to 2008 third quarter.

The Company posted net income of $2.889 million for the three
months ended September 30, 2009, from a net loss of $21.554
million for the same period a year ago.  The Company posted a net
loss of
$29.867 million for the nine months ended September 30, 2009, from
a net loss of $74.055 million for the year ago period.

Claire's Stores said the decrease was attributable to the effect
of stores closed in North America at the end of fiscal 2008 and
the first half of fiscal 2009, decreases in shipments to
franchisees, foreign currency translation effect of our foreign
locations' sales, and a decrease in same store sales, partially
offset by new store revenue.  Claire's Stores said sales would
have declined 1.9% excluding the impact from foreign currency rate
changes.

Claire's Stores said consolidated same store sales declined 0.3%
in the 2009 third quarter.  In North America, same store sales
decreased 1.9%, with sales at our Icing stores increasing slightly
during the quarter.  European same store sales increased 2.3%.

"While we believe we are well positioned for the fourth quarter,
consumer spending continues to be under pressure and the macro-
economic environment remains uncertain," Chief Executive Officer
Gene Kahn commented.

At October 31, 2009, Claire's Stores had total assets of $2.85
billion against $2.68 billion in total liabilities, resulting in
$50.9 million in stockholders' deficit.  At October 31, retained
deficit was
$672.8 million.  At October 31, 2009, cash and cash equivalents
were $165.2 million and $194.0 million continued to be drawn on
the Company's Revolving Credit Facility.

The Company drew the full available amount under the facility
during the fiscal 2008 third quarter to preserve the availability
of the commitment because a member of the facility syndicate,
Lehman Brothers, filed for bankruptcy.  The agent bank has not yet
found a replacement for Lehman Brothers in the facility syndicate,
or arranged for the assumption of Lehman Brothers' commitment by a
creditworthy entity.  The Company will continue to assess whether
to pay down all or a portion of this outstanding balance based on
various factors, including the creditworthiness of other syndicate
members and general economic conditions.

Claire's Stores generated cash from operating activities of
$21.2 million in the fiscal 2009 third quarter.  This was net of
$15.9 million of interest payments.  Capital expenditures during
the three months ended October 31, 2009, were $6.6 million, of
which
$5.3 million related to new store openings and remodeling
projects, compared with $13.6 million of capital expenditures
during the three months ended November 1, 2008.  During the fiscal
2009 third quarter, Claire's Stores paid $26.5 million to retire
$27.5 million of Senior Toggle Notes and $15.0 million of Senior
Subordinated Notes.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4b18

Pembroke Pines, Florida-based Claire's Stores, Inc., is a
specialty retailer of value-priced jewelry and accessories for
girls and young women through its two store concepts: Claire's(R)
and Icing(R).  While the latter operates only in North America,
Claire's operates worldwide.  As of October 31, 2009, Claire's
61 Stores, Inc. operated 2,954 stores in North America and Europe.
Claire's Stores, Inc. also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 215 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 192
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.


CLARIENT INC: Appoints Michael Rodriguez as SVP & CFO
-----------------------------------------------------
Clarient, Inc., on Wednesday announced a Chief Financial Officer
transition plan that calls for veteran financial executive Michael
R. Rodriguez to become its Senior Vice President and Chief
Financial Officer on December 7, 2009.  

Raymond J. Land, 64, the current Senior Vice President and Chief
Financial Officer of Clarient, will continue to serve in that
position until Mr. Rodriguez takes over Mr. Land's duties, after
which Mr. Land will remain with Clarient as a consultant until the
final fiscal 2009 accounting is completed and Clarient's Form 10-K
is filed with the Securities and Exchange Commission.

Mr. Rodriguez, 42, has served as a senior financial executive in a
variety of emerging growth companies, including two publicly-
traded companies.  His most recent experience was as Chief
Financial Officer of Irvine, California-based Endocare, a medical
device company focused on minimally invasive technologies for
tissue and tumor ablation, from 2004 through July 2009, when it
was acquired by HealthTronics, Inc.  He has extensive experience
in strategic partnering and mergers and acquisitions, and is well-
respected by the investment community.

On December 2, 2009, Clarient entered into an employment agreement
with Mr. Rodriguez.  Mr. Rodriguez will receive a base salary of
$290,000 per year, options to purchase 300,000 shares of the
Company's common stock and 40,000 restricted stock awards -- the
option and restricted stock award grants are subject to approval
of the Company's Board of Directors.  The options will vest 25% on
the first anniversary of the grant date and in 36 equal monthly
installments thereafter -- subject to acceleration in the event of
a change of control.  Mr. Rodriguez will participate in the
Company's Management Incentive Plan and will be eligible for a
target incentive bonus of 60% of base salary based on achievement
of specific objectives.  In addition, Mr. Rodriguez will be
entitled to certain perquisites, such as an automobile allowance,
group life and accidental death and dismemberment insurance and
such other benefit programs offered generally by the Company to
its other senior executives.

Subject to executing a general release in favor of the Company and
a non-solicitation covenant, Mr. Rodriguez will be entitled to
receive severance payments in the event his employment is
terminated (i) by the Company without cause, (ii) by him with good
reason within 12 months of a change of control of the Company, or
(iii) as a result of his death or disability.  The severance
payments will consist of 12 months' of his then base salary, as
well as reimbursement by the Company for continued coverage under
the Company's medical and health plans in accordance with COBRA
rules and regulations, and all options and restricted stock awards
that are exercisable on or before the termination date will remain
exercisable until the earlier of the first anniversary of his date
of termination or the expiration date of the options or restricted
stock awards.  In the event of termination of Mr. Rodriguez's
employment for any reason, he will be entitled to receive all
accrued, unpaid salary and vacation time to the date of
termination.  Separately, in the event of termination of Mr.
Rodriguez's employment for any reason other than for cause, he
will be entitled to receive a pro rata portion of his bonus for
the year of termination.

"Michael is an accomplished CFO with a very strong background in
financial leadership in public companies," said Clarient Vice
Chairman and CEO Ron Andrews. "He has expertise in cancer
diagnostics and medical technologies and a proven track record
working in complex businesses creating the financial foundations
critical to fast-growing, successful companies.  He brings a
strong focus on strategic planning and execution, and the critical
technical and managerial experience we need in our finance
department.  We welcome Michael to our team and look forward to
his contributions as Clarient grows and prospers in the months and
years ahead."

Mr. Andrews added that Mr. Land will be working closely with Mr.
Rodriguez through the transition period.  Mr. Land came to
Clarient in May 2008 from Safeguard Scientifics, Inc.

"Ray came to Clarient at a time when we needed to establish a
sound financial infrastructure," Andrews said. "He assisted us as
we implemented in-house billing, identified the weaknesses in our
accounting processes and initiated the appropriate steps to bring
increased clarity to our financial reporting.  I am confident that
he and Michael will work together productively through the
transition process. We appreciate Ray's contributions to Clarient
over the past eighteen months."

Prior to Endocare, Mr. Rodriguez was Executive Vice President and
Chief Financial Officer of Irvine, California-based Directfit,
Inc., a provider of information technology staffing services, from
2000 to 2004.  Prior to that, he developed the financial
organization at Tickets.com, Inc. (NASDAQ: TIXX), a fast-growing
Internet-based provider of entertainment ticketing services and
software and ultimately held the position of Senior Vice President
and Chief Financial Officer.  From 1995 to 1997, Mr. Rodriguez was
Corporate Controller and Director of Finance at EDiX Corporation,
a medical informatics company.  He began his career at Arthur
Andersen, LLP and was with that firm from 1989 to 1993.  Mr.
Rodriguez earned an MBA from Stanford University and a BS in
Accounting from the University of Southern California.  He lives
in Aliso Viejo, California, with his family.

                     Gemino Healthcare Waiver

On November 13, 2009, Clarient entered into an amendment to its
credit agreement dated July 31, 2008, with Gemino Healthcare
Finance, LLC.  The Company was not in compliance with the minimum
"fixed charge coverage ratio" covenant as of September 30, 2009.  
Under the amendment, the Company obtained a waiver of non-
compliance from Gemino Healthcare.  The Amendment extended the
maturity date of the Gemino Facility from January 31, 2010, to
January 31, 2011.

                          About Clarient

Clarient, Inc., and its wholly owned subsidiaries comprise an
advanced oncology diagnostic services company, headquartered in
Aliso Viejo, California.

At September 30, 2009, the Company had $51,316,000 in total assets
against total current liabilities of $14,153,000, long-term
capital lease obligations of $806,000, deferred rent and other
non-current liabilities of $3,177,000, and redeemable Series A
convertible preferred stock of $38,586,000; resulting in
stockholders' deficit of $5,406,000.


CLEAR CHANNEL: Unit Seeks to Raise Up to $2.5-Bil. in Bond Sale
---------------------------------------------------------------
The Wall Street Journal's Peter Lattman and Sarah McBride, citing
people familiar with the situation, report that Clear Channel
Communications' Clear Channel Outdoor business is in talks with
lenders to raise as much as $2.5 billion in the high-yield market.

The Journal relates that Clear Channel Outdoor owes $2.5 billion
to its parent, CC Media Holdings Inc.'s Clear Channel, with an
intercompany note that comes due in August.  A new bond issue
could help prevent the parent-company Clear Channel from violating
covenants on its secured debt, according to the Journal.

Sources told the Journal a deal will likely come in the next two
weeks though the timing and the size of the issue remains
uncertain.

The Journal recalls Clear Channel took on more than $17 billion in
debt in July 2008 after a leveraged buyout by private-equity firms
Bain Capital Partners LLC and Thomas H. Lee Partners LP.  Bain and
THL's equity investment in Clear Channel accounted for only 13% of
the company's purchase price.

The Journal says the debt load, combined with continued
deterioration in the advertising market, has deeply hurt the
company's financial results.

The Journal reports Clear Channel has also been aggressively been
repurchasing its debt.  Last quarter, it bought back debt with a
face value totalling $528.5 million for just $180.7 million.

                       About Clear Channel

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

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

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


COACHMEN INDUSTRIES: Coll Materials Backs Out of Zanesville Deal
----------------------------------------------------------------
Coachmen Industries, Inc., on November 25, 2009, received a letter
from Brian Coll, President and CEO of Coll Materials, LLC,
regarding the Real Estate Purchase Agreement by which Coll
Materials had agreed to purchase the Company's Zanesville, Ohio
facility for $2.975 million on or before November 30, 2009.  Mr.
Coll stated that Coll Materials was withdrawing its offer to
purchase the property.  The Company is currently reviewing its
options with respect to this termination of the Real Estate
Purchase Agreement.

                   About Coachmen Industries

Coachmen Industries, Inc., doing business as All American Group,
is one of America's premier systems-built construction companies
operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN
HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of
specialty vehicles through a joint venture with ARBOC Mobility,
LLC. All American Group is a publicly held company with stock
quoted and traded on the over-the-counter markets under the ticker
COHM.PK.

All American Group includes All American Homes, LLC and Mod-U-
Kraf, LLC, which combined are one of the nation's largest builders
of systems-built residential homes.  Models range from single-
story ranches to spacious two-story colonials to beautifully
rustic log homes, under the Ameri-Log(R) brand.  A line of solar
homes that can generate low to zero energy bills is available
under the Solar Village(R) brand.  All American Building Systems,
LLC, builds large scale projects such as apartments, condominiums,
dormitories, hotels, military and student housing.  The Company's
construction facilities are located in Colorado, Indiana, Iowa,
North Carolina and Virginia.

                         *     *     *

In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.


COGECO CABLE: Fitch Sees Stiff Competition
------------------------------------------
Fitch Ratings expects that many of the competitive and economic
pressures of 2009 will remain for U.S. telecommunications and
cable operators in 2010.  Competitive overlap of services is ever-
growing for this sector and will continue to materially impact
company's near-term results and long-term prospects.  Economic
challenges for the sector, particularly related to unemployment
and housing-starts are expected to continue well into 2010, also
pressuring results.  Traditionally, U.S. telecommunications and
cable service demand has lagged economic recoveries.  Fitch
expects this lagging trend to continue and any U.S. economic
improvement in 2010 will likely not be reflected in
telecommunications and cable results until 2011.  Therefore, Fitch
expects that the difficult operating environment that companies
experienced in 2009 will continue through 2010.  

"Although the telecom and cable industry has maintained strong
liquidity and free cash flow, macroeconomic woes including
unemployment rates and a struggling housing market will continue
to limit financial growth for the sector," said Michael Weaver,
Managing Director at Fitch.  

                       Wireline Prospects

Fitch estimates that aggregate access line losses for 2009 will be
approximately 10.5% for the telecommunications sector.  Pressure
from wireless substitution and weak housing starts continue to be
key influences that will remain in 2010.  A lessening impact of
cable digital telephony erosion of residential access lines was
offset by a material increase in business access line losses in
2009.  Business and residential access line losses should
stabilize in 2010 and continue in the range of 3-3.2 million per
quarter, which would represent a yearly loss of approximately 12%
with the percentage increase reflecting the declining overall
base.  The on-going loss of legacy revenue increases the
importance of other sources of wireline growth for
telecommunications operators, such as high-speed data, network-
based video and business/commercial services.  Fitch estimates
that HSD subscriber growth slowed in 2009 to 1.7 million net
subscriber additions.  Likewise, Fitch forecasts that total HSD
net subscriber additions will slow in 2010 to approximately 1.4
million.  The slowing growth of the HSD market is reflective of
higher penetration of these services and to a lesser extent a
growing substitution by wireless data.  With regard to network-
based video, Fitch estimates that offerings by AT&T, Inc., and
Verizon Communications Inc. will grow by 2 million subscribers in
2009, but this rate will likely slow in 2010 to approximately
1.5 million.  The slowing growth rate reflects increasing
penetration and a slowing of coverage growth as these operators
enter their final phase of deployment.  Finally,
business/commercial service revenue erosion peaked in first-
quarter 2009 (1Q'09) and Fitch expects the total 2009 decline to
be over 6% for wireline companies with this trend the result of
growing unemployment.  It is likely that the unemployment rate is
near its high so Fitch believes that reductions in
business/commercial revenues should be modest, in the range of 1%,
in 2010.  In total, Fitch estimates that aggregate wireline
revenues will decline in 2010 near the mid-single-digit range, a
modest improvement over 2009.  Operators with a larger growth
services revenue mix should experience revenue erosion in the low
single-digit range.  EBITDA will similarly fall in aggregate by a
low- to mid-single-digit range for the industry as benefits from
headcount reductions offset losses of high-margin legacy services.

                         Cable Prospects

Cable multiple system operators experienced accelerating basic
subscriber losses in 2009 with a reduction of approximately 2.75%.  
Subscriber losses are the result of weak new home growth, but more
important, they are the result of competitive erosion from direct
broadcast satellite and network-based incumbent local exchange
carrier video offerings.  The basic subscriber erosion rate will
accelerate in 2010 as competitive pressure remains fairly
constant, but there will not be the lift from digital television
conversion that benefited cable MSOs in the first and second
quarter of 2009.  Fitch estimates that basic subscriber erosion
will increase to approximately 3.5% in 2010.  HSD subscriber
additions also slowed materially for cable MSOs in 2009 with Fitch
expecting subscriber growth of approximately 1.7 million in 2010.  
Cable MSOs should experience only a slight reduction in the level
of HSD growth, as DOCSIS 3.0 enhances their competitive offering
and penetration of a growing commercial services segment provide
increased opportunities for subscriber growth.  Cable telephony
subscriber growth fell rapidly in 2009 with a reduction of over
40%, but with operators still adding approximately two million net
subscribers.  Fitch estimates that cable telephony net additions
will fall to 1.4 million in 2010 as wireless substitution and weak
housing-starts impact results.  While overall telecommunications
business/commercial service revenue fell in 2009, cable MSOs
successfully increased their share of the small business/home
office market.  Fitch estimates that commercial service revenue
increased by approximately 25% for cable MSOs in 2009 and that
this trend will continue with these operators moving up to the
mid-size business customer segment in 2010.  In aggregate, Fitch
estimates that cable revenues will increase in the 3%-5% range in
2010 and that firm margins will lead to a similar level of EBITDA
growth.

                        Wireless Prospects

Overall total net additions in wireless continued to slow
reflecting lower gross additions due to higher penetration, but
equally important were factors reflecting the weak economy such as
high unemployment.  Fitch estimates that the total subscriber base
grew by about 5% in 2009 and this will slow to approximately 4% in
2010.  Postpaid net additions were materially affected by the
economy and unlimited prepaid plan offerings, which increased
churn, resulting in total post-paid net additions declining by
approximately 42% for 2009 compared to 36% in 2008.  However,
subscriber interest in third-generation (3G) data services and
advanced devices such as smartphones, netbooks and aircards kept
post-paid gross additions relatively flat in 2009.  Fitch expects
that post-paid gross additions will remain stable in 2010 and that
the rate of decline of net additions should improve slightly.  In
contrast to post-paid, pre-paid subscriber additions were strong
in 2009 due to the popularity of unlimited plans and economic
sensitivities of subscribers.  Fitch estimates that prepaid net
additions will increase by nearly nine million in 2009 compared to
approximately five million for post-paid.  Fitch expects that pre-
paid additions will again achieve in 2010 a level similar to 2009
as economic sensitivities remain and competitive pressures for
pre-paid subscribers increase.  Of significant interest beyond
2010 is whether interface device selection may limit the appeal of
prepaid service plans particularly in the face of economic
recovery.  Voice average revenue per user continues to erode at a
growing pace approaching double digits in 2009 in part due to
lower roaming revenue.  This trend will continue in 2010 and at a
level equal to or even higher than 2009.  Data ARPU growth has
limited the impact of voice ARPU erosion on total ARPU, which has
remained relatively steady.  Despite economic pressure in 2009,
data growth remained robust in part due to the successful
penetration of smartphones such as AT&T's iPhone offering.  At the
end of 2009, Fitch expects that wireless data will generate in
excess of $44 billion in revenue on an annualized basis.  Fitch
continues to believe that strong data growth will again be
achieved in 2010 as additional leading-edge smartphone devices
such as the Android will be available, which should push
subscriber interest in these services.  Again, high unemployment
rates will limit the overall potential of this growth, but Fitch
believes it will reach a run-rate of $51 billion by year-end 2010.  
In aggregate, Fitch forecasts that wireless revenue will increase
in the mid- to high-single-digit range in 2010 and that margins
may erode slightly from higher marketing and retention costs and
success of unlimited prepaid plans, but still remain in this
range.

                         Free Cash Flow

Telecommunications and cable capital expenditure was down
approximately 12% in 2009, reflecting the generally success-based
nature of this spending.  Companies invested selectively in areas
with the strongest future growth prospects such as wireless while
cutting back in legacy service areas.  Fitch expects that capital
expenditure will be flat in 2010 as growth prospects for the
industry lag an economic recovery.  Fitch estimates that free cash
flow for the industry increased by approximately 20% in 2009 as
companies materially reduced capital expenditure and focused
financial strategies on improving financial flexibility.  
Furthermore, FCF conversion increased in 2009 to a Fitch-estimated
5.1% of revenues compared to 2008's level of 4.3%.  Fitch believes
that FCF will again increase in 2010 by approximately 10% due to
modestly higher aggregate EBITDA and continued low levels of
capital expenditure.  Fitch expects that a material amount of FCF
will be used for debt reduction in response to higher debt levels
from consolidation and wireless spectrum investment that has
occurred over the past few years.  Nevertheless, Fitch also
expects that some companies will increase their shareholder-
friendly activities based on their improved financial flexibility
and growing confidence in improved economic prospects.  Fitch also
expects that acquisition and merger activity will continue in 2010
as companies attempt to address growth needs and strive for
improved operational efficiencies.  

                           Regulatory

While there are a large number of regulatory issues that need to
be addressed in the telecommunications and cable industry, led by
universal service funding and intercarrier compensation, these
issues will be complicated and take a long time to resolve.  
Instead, it appears that in 2010 the Federal Communications
Commission will focus on their involvement in the broadband
development allocation of the American Recovery and Reinvestment
Act and net neutrality.  Neither of these issues is likely to have
a material impact on financials or prospects for the industry in
2010.

                            Liquidity

The U.S. telecommunications and cable industry continues to
maintain relatively strong liquidity.  Those companies with Fitch
credit ratings generated last 12 months FCF, as of 3Q'09, of
approximately $34 billion and maintained balance sheet cash of
approximately $23 billion.  This level of internal liquidity
compares to a Fitch-estimated 2010 maturity schedule of
approximately $20 billion.  Revolving credit capacity for the
industry is strong with an average availability of nearly 85% or
$46 billion.

This is a list of Fitch-rated issuers and their current Issuer
Default Ratings:

  -- American Tower Corp. ('BBB-'; Outlook Stable)

  -- AT&T Inc. ('A'; Outlook Stable)

  -- Cablevision Systems Corp ('BB-'; Outlook Stable)

  -- CenturyTel, Inc. ('BBB-'; Outlook Stable)

  -- Cincinnati Bell, Inc. ('B+'; Outlook Stable)

  -- Cogeco Cable, Inc. ('BB+'; Outlook Stable)

  -- Comcast Corp. ('BBB+'; Outlook Stable)

  -- Crown Castle International ('BB-'; Outlook Positive)

  -- DIRECTV Holdings, LLC ('BBB-'; Outlook Stable)

  -- DISH Network Corp. ('BB-'; Outlook Negative)

  -- Frontier Communications ('BB'; Watch Positive)

  -- Level 3 Communications ('B-'; Outlook Positive)

  -- Mediacom Communications Corp. ('B'; Outlook Stable)

  -- Qwest Communications International, Inc. ('BB'; Outlook
     Stable)

  -- Rogers Communications Inc. ('BBB'; Outlook Stable)

  -- Sprint Nextel Corp. ('BB'; Outlook Negative)

  -- Telephone & Data Systems, Inc. ('BBB+'; Outlook Negative)

  -- TELUS Corp. ('BBB+'; Outlook Stable)

  -- Time Warner Cable, Inc. ('BBB'; Outlook Stable)

  -- Verizon Communications ('A'; Outlook Stable)

  -- Windstream Corp. ('BB+'; Watch Negative)


COHARIE HOG: Wants Cash Collateral Hearing Rescheduled to Dec. 15
-----------------------------------------------------------------
Coharie Hog Farms, Inc., has asked the U.S. Bankruptcy Court for
the Eastern District of North Carolina to hold the final hearing
on the use of Cape Fear Farm Credit, ACA cash collateral on
December 15, 2009, at 11:00 a.m., in Raleigh, North Carolina.  The
final hearing was scheduled for November 30, 2009.

The Court approved, on an interim basis the Debtor's use of cash
collateral securing the prepetition loans from CFFC through the
week ending November 30, 2009, and also approved a $1.5 million
postpetition loan from CFFC to shore up the Debtor's cash needs
during the first weeks of operation in Chapter 11.

The Debtor related that it is revising the budget for the entire
liquidation and is working with CFFC to refine the budget.  The
Debtor wants to serve the revised budget and a proposed final
order authorizing use of cash collateral on creditors prior to the
final hearing.

As reported in the Troubled Company Reporter on November 18, 2009,
the Debtor, the founders of the earliest predecessor to the Debtor
-- Lauch Faircloth and Nelson Waters -- and Coharie Hog Farms
Partnership were party to a September 3, 2008 Loan Agreement with
the lender.

As of the petition date, the Debtor owed CFFC:

   -- $24,672,788 pursuant to the Revolving Line of Credit Note;

   -- $10,675,540 and accrued interest of $78,009 pursuant to the
      Term Loan Note; and

   -- $1,342,862 pursuant to the Term Loan Two.

The Debtor will use the cash collateral to fund its daily
operations.

As adequate protection, CFFC is granted a replacement lien on all
present and after-acquired personal and real property the Debtor.  
CFFC will also have an administrative expense claim with priority
over all other administrative claims.

CFFC's consent to the Debtor's use of cash collateral will
terminate upon the earliest to occur of (i) the Termination Date
or (ii) upon the occurrence of an Event of Default.

                    About Coharie Hog Farm

Clinton, North Carolina based Coharie Hog Farm, Inc., says it has
been one of the largest swine producers in the U.S., supplying
more than 500,000 hogs a year to a plant operated by Smithfield
Foods Inc.  It produced more than 140 million pounds of pork
annually.  The closely held operation has six storage facilities
with 3.9 million bushels of capacity.  The business used more than
100 contract farmers to raise hogs for market.  Anne Faircloth
owns 75% of the Company and Nelson Waters owns the remaining
quarter.

Coharie Hog Farm filed for Chapter 11 on Nov. 6, 2009 (Bankr. E.D.
N.C. Case No. 09-09737). Terri L. Gardner, Esq., at Nelson Mullins
Riley & Scarborough, LLP, represents the Debtor in its Chapter 11
effort. The petition says assets and debts range from $10,000,001
to $50,000,000.


COREL CORP: Vector Capital Didn't Extend Tender Offer
-----------------------------------------------------
Corel Holdings, L.P., a limited partnership controlled by an
affiliate of Vector Capital, on Thursday said it does not plan to
extend the subsequent offering period in its all-cash tender offer
to purchase all outstanding common shares, no par value, of Corel
Corporation (Nasdaq: CREL; TSX: CRE), excluding the shares owned
by CHLP and its affiliates, at US$4.00 per share, net to the
seller in cash, without interest and less applicable withholding
taxes.  As a result, the tender offer expired Friday, December 4,
2009.

The initial offering period expired November 25, 2009, pursuant to
which CHLP acquired roughly 52.4% of the outstanding shares of
Corel Corporation not already held by CHLP and its affiliates.  
The shares constitute sufficient voting power for CHLP to
consummate a subsequent acquisition transaction to acquire all
common shares not tendered in the offer without any further action
by the unaffiliated shareholders.  The subsequent offering period
enables holders who did not tender during the initial offering
period to participate in the offer and receive the US$4.00 per
share offer price promptly after such shares are tendered, rather
than waiting until the completion of the subsequent acquisition
transaction described in the offer to purchase.

If CHLP obtains at least 90% of the outstanding shares of Corel
Corporation not held by CHLP and its affiliates pursuant to the
tender offer, CHLP anticipates completing a compulsory acquisition
of the remaining shares promptly after the conclusion of the
subsequent offering period.  If CHLP does not obtain at least 90%
of such shares, CHLP anticipates that a subsequent acquisition
transaction to acquire the remaining shares would not close until
February 2010.  

CHLP had said that in that scenario, holders that do not tender
their shares prior to Friday's deadline would not receive the cash
consideration until after the closing of the subsequent
acquisition transaction.

Innisfree M&A Incorporated is serving as information agent for the
tender offer.  Davis Polk & Wardwell LLP and Osler, Hoskin &
Harcourt LLP are acting as legal counsel to Vector Capital and
CHLP.

                       About Vector Capital

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

                        About Corel Corp.

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

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

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

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

                          *     *     *

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


CORD BLOOD: Sees Operating Losses Over Next 12 Months
-----------------------------------------------------
Cord Blood America, Inc., admitted in a November regulatory filing
the ongoing execution of its business plan is expected to result
in operating losses over the next 12 months.  The Company said
there are no assurances it will be successful in achieving its
goals of increasing revenues and reaching profitability.

CBAI, in its financial report on Form 10-Q for the quarter ended
September 30, 2009, filed with the Securities and Exchange
Commission, said it has experienced recurring net losses from
operations, which losses have caused an accumulated deficit of
roughly $30.9 million as of September 30, 2009.  In addition, CBAI
has a working capital deficit of roughly $5.3 million as of
September 30, 2009.  These factors, among others, raise
substantial doubt about CBAI's ability to continue as a going
concern.

For the nine months ended September 30, 2009, CBAI's total revenue
decreased roughly $700,000, or 22.1% to $2.6 million.  Subsidiary
Rainmakers International's revenues decreased roughly $500,000, or
71.6%, due to the steep down turn in the economy, and also due to
the change in the Rain business model as well as management
decision to deemphasize this business.

Revenues from units Cord Partners, Inc., CorCell Co. Inc., CorCell
Ltd., decreased $200,000 or 8.8%, to $2.4 million, because of
significant cutbacks in marketing and advertising due to a lack of
capital.  Cord remains focused on strategic organic growth and
accretive acquisition strategies, which management hopes will
reduce or eliminate the losses and negative cash flow.

CBAI reported a net loss of $5.9 million for the nine-month period
ended September 30, 2009, from a net loss of $5.3 million for the
year ago period.  CBAI's net loss increased by $600,000, or 10.5%,
from the prior comparative period.

For the three months ended September 30, 2009, CBAI's total
revenue decreased roughly $90,000, or 9.6% to roughly $800,000.  
Rain's revenues decreased by $54,000, or 74.5%.  Cord's revenues
remained roughly the same in the comparative periods at $800,000.  

CBAI reported a net loss of $2.3 million for the three-month
period ended September 30, 2009, from a net loss of $1.6 million
for the year ago period.  CBAI's net loss increased by $700,000,
or 42.7% from the prior comparative period.

At September 30, 2009, CBAI had $4.2 million in total assets
against $5.5 million in total liabilities, resulting in $1.2
million in stockholders' deficit.  At September 30, 2009, CBAI had
$158,164 in cash.

In June 2008, the Company announced the signing of a Securities
Purchase Agreement with Tangiers Investors, LP, whereby Tangiers
may purchase up to $4 million of the Company's common stock.  In
May 2009, the Company announced the signing of a Secured &
Collateralized Convertible Promissory Note for $1.3 million.  On
July 2, 2009, the Company executed a Preferred Stock Purchase
Agreement with Optimus Capital Partners, LLC pursuant to which it
has secured a $7.5 million capital commitment which may be drawn
down in increments, under certain conditions.

On July 2, 2009, the Company executed a Preferred Stock Purchase
Agreement with Optimus Capital Partners, LLC, pursuant to which it
has secured a $7.5 million capital commitment which may be drawn
down in increments through the "put" to the Fund of newly issued
Series A Preferred Stock, subject to meeting certain conditions.  
Up to 750 shares of Series A Preferred stock, par value $0.0001,
may be "put" to the Fund at a purchase price of $10,000 per share
over a period of time.  The Series A Preferred stock accrues
dividends at the rate of 10% be annum, precludes other dividends
until it is paid, and has a liquidation preference equal to
$10,000 plus all accrued but unpaid dividends.  The Series A
Preferred is redeemable after four years at a redemption price of
equal to $10,000 plus all accrued but unpaid dividends (or earlier
if certain additional premiums are paid).  The Series A Preferred
Stock will not be publicly traded.

As part of this transaction, the Company issued the Fund a warrant
to purchase 1,446,428,571 shares of common stock at $0.007 per
share.  The warrant will become exercisable based on the amount of
Series E Preferred Stock that the Company sells; and the number of
shares of stock subject to the warrant and the purchase price of
those shares will be adjusted based on the market prices for the
shares of common stock at the time the Company sells shares of
Series E Preferred Stock.  On November 2, 2009, the Company filed
its registration statement for these shares.

During the nine months ended September 30, 2009, the Company drew
down $500,000 in debt, repaid approximately $200,000 of
outstanding debt, and converted $8.7 million in outstanding debt
and accrued interest for 3.2 billion shares of common stock.  
Additionally, the Company issued 307 million shares of common
stock for approximately $1.2 million during the nine months ended
September 30, 2009.  The Company has also taken steps to reduce
its overall spending through the reduction of headcount and cuts
in sales and administrative expenses.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4b10

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.  
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.


COTT CORP: Unit Purchases 95% of 2011 Sub Notes in Tender Offer
---------------------------------------------------------------
Cott Corporation on November 30, 2009, announced the expiration of
the cash tender offer and consent solicitation by its wholly owned
subsidiary, Cott Beverages Inc., for any and all of its 8.0%
senior subordinated notes due 2011.  The Tender Offer expired at
11:59 p.m., New York City time, on November 27.  

As of the expiration date, Cott Beverages had received valid
tenders from holders of $237.1 million aggregate principal amount
of 8.0% Notes, or 95.5% of the total outstanding prior to the
Tender Offer.

Cott Beverages purchased $236.7 million aggregate principal amount
of the 8.0% Notes, or 95.35% of the total outstanding, which were
validly tendered prior to the early tender deadline of 5:00 p.m.,
New York City time, on November 12, 2009.

Holders who validly tendered their 8.0% Notes after the Early
Participation Payment Deadline and prior to the expiration date of
the Tender Offer will receive total consideration of $975.00 per
8.0% Note plus accrued and unpaid interest from the last payment
date to, but not including, the settlement date.  Cott Beverages
was expected to make payment on November 30, 2009, for the 8.0%
Notes.

Following the Tender Offer, there will be total of $11.2 million
aggregate principal amount of 8.0% Notes outstanding.

Cott Beverages engaged Barclays Capital Inc. to act as dealer
manager and solicitation agent for the Tender Offer and MacKenzie
Partners, Inc., to act as information agent and depositary for the
Tender Offer.

                         About Cott Corp.

Cott Corporation (NYSE:COT; TSX:BCB) is one of the world's largest
non-alcoholic beverage companies and the world's largest retailer
brand soft drink provider.  In addition to carbonated soft drinks,
Cott's product lines include clear, still and sparkling flavored
waters, juice-based products, bottled water, energy drinks and
ready-to-drink teas.  Cott operates in five operating segments --
North America, United Kingdom, Mexico, Royal Crown International
and All Other, which includes its Asia reporting unit and
international corporate expenses.  Cott closed its active Asian
operations at the end of fiscal year 2008.

As of September 26, 2009, Cott had $878.2 million in total assets
against $496.4 million in total liabilities.  As of June 27, 2009,
Cott had $927.6 million in total assets and $609.5 million in
total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on September 7, 2009,
Moody's Investors Service upgraded Cott's Corporate Family Rating
and Probability of Default rating to B3 from Caa1, and the rating
on the $275 million senior sub notes due 2011 to Caa1 from Caa2.  
The speculative grade liquidity rating was affirmed at SGL-3.  The
rating outlook is stable.


CR GAS: Bank Debt Trades at 8.6% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which CR Gas Storage is
a borrower traded in the secondary market at 92.40 cents-on-the-
dollar during the week ended Dec. 4, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.90 percentage points from
the previous week, The Journal relates.  The loan matures on
May 13, 2013.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among the 178 widely quoted syndicated loans, with five or
more bids, in secondary trading in the week ended Dec. 4.

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

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


CRACKER BARREL: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Cracker Barrel Old
Country Store, Inc., is a borrower traded in the secondary market
at 93.92 cents-on-the-dollar during the week ended Dec. 4, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.47
percentage points from the previous week, The Journal relates.  
The loan matures on April 27, 2013.  The Company pays 150 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among the 178 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Dec. 4.

Cracker Barrel Old Country Store, Inc., headquartered in
Tennessee, owns and operates the Cracker Barrel Old Country Store
restaurant and retail concept with approximately 590 restaurants
in 41 states.  Annual revenues are approximately $2.4 billion.

As reported by the Troubled Company Reporter on Oct. 22, 2009,
Moody's affirmed all ratings of Cracker Barrel, including its
'Ba3' Corporate Family Rating and Probability of Default Rating
and 'Ba3' senior secured rating.  In addition, the outlook for
CBRL was changed to stable from negative.

On Oct. 16, 2009, The TCR stated that Standard & Poor's revised
its outlook on Cracker Barrel Old Country Store, Inc., to stable
from negative because of improved credit metrics and improved
cushion over financial covenants.  S&P also affirmed the ratings
on the company, including the 'BB-' corporate credit rating.


CROWN CASTLE: Fitch Sees Stiff Competition
------------------------------------------
Fitch Ratings expects that many of the competitive and economic
pressures of 2009 will remain for U.S. telecommunications and
cable operators in 2010.  Competitive overlap of services is ever-
growing for this sector and will continue to materially impact
company's near-term results and long-term prospects.  Economic
challenges for the sector, particularly related to unemployment
and housing-starts are expected to continue well into 2010, also
pressuring results.  Traditionally, U.S. telecommunications and
cable service demand has lagged economic recoveries.  Fitch
expects this lagging trend to continue and any U.S. economic
improvement in 2010 will likely not be reflected in
telecommunications and cable results until 2011.  Therefore, Fitch
expects that the difficult operating environment that companies
experienced in 2009 will continue through 2010.  

"Although the telecom and cable industry has maintained strong
liquidity and free cash flow, macroeconomic woes including
unemployment rates and a struggling housing market will continue
to limit financial growth for the sector," said Michael Weaver,
Managing Director at Fitch.  

                       Wireline Prospects

Fitch estimates that aggregate access line losses for 2009 will be
approximately 10.5% for the telecommunications sector.  Pressure
from wireless substitution and weak housing starts continue to be
key influences that will remain in 2010.  A lessening impact of
cable digital telephony erosion of residential access lines was
offset by a material increase in business access line losses in
2009.  Business and residential access line losses should
stabilize in 2010 and continue in the range of 3-3.2 million per
quarter, which would represent a yearly loss of approximately 12%
with the percentage increase reflecting the declining overall
base.  The on-going loss of legacy revenue increases the
importance of other sources of wireline growth for
telecommunications operators, such as high-speed data, network-
based video and business/commercial services.  Fitch estimates
that HSD subscriber growth slowed in 2009 to 1.7 million net
subscriber additions.  Likewise, Fitch forecasts that total HSD
net subscriber additions will slow in 2010 to approximately 1.4
million.  The slowing growth of the HSD market is reflective of
higher penetration of these services and to a lesser extent a
growing substitution by wireless data.  With regard to network-
based video, Fitch estimates that offerings by AT&T, Inc., and
Verizon Communications Inc. will grow by 2 million subscribers in
2009, but this rate will likely slow in 2010 to approximately
1.5 million.  The slowing growth rate reflects increasing
penetration and a slowing of coverage growth as these operators
enter their final phase of deployment.  Finally,
business/commercial service revenue erosion peaked in first-
quarter 2009 (1Q'09) and Fitch expects the total 2009 decline to
be over 6% for wireline companies with this trend the result of
growing unemployment.  It is likely that the unemployment rate is
near its high so Fitch believes that reductions in
business/commercial revenues should be modest, in the range of 1%,
in 2010.  In total, Fitch estimates that aggregate wireline
revenues will decline in 2010 near the mid-single-digit range, a
modest improvement over 2009.  Operators with a larger growth
services revenue mix should experience revenue erosion in the low
single-digit range.  EBITDA will similarly fall in aggregate by a
low- to mid-single-digit range for the industry as benefits from
headcount reductions offset losses of high-margin legacy services.

                         Cable Prospects

Cable multiple system operators experienced accelerating basic
subscriber losses in 2009 with a reduction of approximately 2.75%.  
Subscriber losses are the result of weak new home growth, but more
important, they are the result of competitive erosion from direct
broadcast satellite and network-based incumbent local exchange
carrier video offerings.  The basic subscriber erosion rate will
accelerate in 2010 as competitive pressure remains fairly
constant, but there will not be the lift from digital television
conversion that benefited cable MSOs in the first and second
quarter of 2009.  Fitch estimates that basic subscriber erosion
will increase to approximately 3.5% in 2010.  HSD subscriber
additions also slowed materially for cable MSOs in 2009 with Fitch
expecting subscriber growth of approximately 1.7 million in 2010.  
Cable MSOs should experience only a slight reduction in the level
of HSD growth, as DOCSIS 3.0 enhances their competitive offering
and penetration of a growing commercial services segment provide
increased opportunities for subscriber growth.  Cable telephony
subscriber growth fell rapidly in 2009 with a reduction of over
40%, but with operators still adding approximately two million net
subscribers.  Fitch estimates that cable telephony net additions
will fall to 1.4 million in 2010 as wireless substitution and weak
housing-starts impact results.  While overall telecommunications
business/commercial service revenue fell in 2009, cable MSOs
successfully increased their share of the small business/home
office market.  Fitch estimates that commercial service revenue
increased by approximately 25% for cable MSOs in 2009 and that
this trend will continue with these operators moving up to the
mid-size business customer segment in 2010.  In aggregate, Fitch
estimates that cable revenues will increase in the 3%-5% range in
2010 and that firm margins will lead to a similar level of EBITDA
growth.

                        Wireless Prospects

Overall total net additions in wireless continued to slow
reflecting lower gross additions due to higher penetration, but
equally important were factors reflecting the weak economy such as
high unemployment.  Fitch estimates that the total subscriber base
grew by about 5% in 2009 and this will slow to approximately 4% in
2010.  Postpaid net additions were materially affected by the
economy and unlimited prepaid plan offerings, which increased
churn, resulting in total post-paid net additions declining by
approximately 42% for 2009 compared to 36% in 2008.  However,
subscriber interest in third-generation (3G) data services and
advanced devices such as smartphones, netbooks and aircards kept
post-paid gross additions relatively flat in 2009.  Fitch expects
that post-paid gross additions will remain stable in 2010 and that
the rate of decline of net additions should improve slightly.  In
contrast to post-paid, pre-paid subscriber additions were strong
in 2009 due to the popularity of unlimited plans and economic
sensitivities of subscribers.  Fitch estimates that prepaid net
additions will increase by nearly nine million in 2009 compared to
approximately five million for post-paid.  Fitch expects that pre-
paid additions will again achieve in 2010 a level similar to 2009
as economic sensitivities remain and competitive pressures for
pre-paid subscribers increase.  Of significant interest beyond
2010 is whether interface device selection may limit the appeal of
prepaid service plans particularly in the face of economic
recovery.  Voice average revenue per user continues to erode at a
growing pace approaching double digits in 2009 in part due to
lower roaming revenue.  This trend will continue in 2010 and at a
level equal to or even higher than 2009.  Data ARPU growth has
limited the impact of voice ARPU erosion on total ARPU, which has
remained relatively steady.  Despite economic pressure in 2009,
data growth remained robust in part due to the successful
penetration of smartphones such as AT&T's iPhone offering.  At the
end of 2009, Fitch expects that wireless data will generate in
excess of $44 billion in revenue on an annualized basis.  Fitch
continues to believe that strong data growth will again be
achieved in 2010 as additional leading-edge smartphone devices
such as the Android will be available, which should push
subscriber interest in these services.  Again, high unemployment
rates will limit the overall potential of this growth, but Fitch
believes it will reach a run-rate of $51 billion by year-end 2010.  
In aggregate, Fitch forecasts that wireless revenue will increase
in the mid- to high-single-digit range in 2010 and that margins
may erode slightly from higher marketing and retention costs and
success of unlimited prepaid plans, but still remain in this
range.

                         Free Cash Flow

Telecommunications and cable capital expenditure was down
approximately 12% in 2009, reflecting the generally success-based
nature of this spending.  Companies invested selectively in areas
with the strongest future growth prospects such as wireless while
cutting back in legacy service areas.  Fitch expects that capital
expenditure will be flat in 2010 as growth prospects for the
industry lag an economic recovery.  Fitch estimates that free cash
flow for the industry increased by approximately 20% in 2009 as
companies materially reduced capital expenditure and focused
financial strategies on improving financial flexibility.  
Furthermore, FCF conversion increased in 2009 to a Fitch-estimated
5.1% of revenues compared to 2008's level of 4.3%.  Fitch believes
that FCF will again increase in 2010 by approximately 10% due to
modestly higher aggregate EBITDA and continued low levels of
capital expenditure.  Fitch expects that a material amount of FCF
will be used for debt reduction in response to higher debt levels
from consolidation and wireless spectrum investment that has
occurred over the past few years.  Nevertheless, Fitch also
expects that some companies will increase their shareholder-
friendly activities based on their improved financial flexibility
and growing confidence in improved economic prospects.  Fitch also
expects that acquisition and merger activity will continue in 2010
as companies attempt to address growth needs and strive for
improved operational efficiencies.  

                           Regulatory

While there are a large number of regulatory issues that need to
be addressed in the telecommunications and cable industry, led by
universal service funding and intercarrier compensation, these
issues will be complicated and take a long time to resolve.  
Instead, it appears that in 2010 the Federal Communications
Commission will focus on their involvement in the broadband
development allocation of the American Recovery and Reinvestment
Act and net neutrality.  Neither of these issues is likely to have
a material impact on financials or prospects for the industry in
2010.

                            Liquidity

The U.S. telecommunications and cable industry continues to
maintain relatively strong liquidity.  Those companies with Fitch
credit ratings generated last 12 months FCF, as of 3Q'09, of
approximately $34 billion and maintained balance sheet cash of
approximately $23 billion.  This level of internal liquidity
compares to a Fitch-estimated 2010 maturity schedule of
approximately $20 billion.  Revolving credit capacity for the
industry is strong with an average availability of nearly 85% or
$46 billion.

This is a list of Fitch-rated issuers and their current Issuer
Default Ratings:

  -- American Tower Corp. ('BBB-'; Outlook Stable)

  -- AT&T Inc. ('A'; Outlook Stable)

  -- Cablevision Systems Corp ('BB-'; Outlook Stable)

  -- CenturyTel, Inc. ('BBB-'; Outlook Stable)

  -- Cincinnati Bell, Inc. ('B+'; Outlook Stable)

  -- Cogeco Cable, Inc. ('BB+'; Outlook Stable)

  -- Comcast Corp. ('BBB+'; Outlook Stable)

  -- Crown Castle International ('BB-'; Outlook Positive)

  -- DIRECTV Holdings, LLC ('BBB-'; Outlook Stable)

  -- DISH Network Corp. ('BB-'; Outlook Negative)

  -- Frontier Communications ('BB'; Watch Positive)

  -- Level 3 Communications ('B-'; Outlook Positive)

  -- Mediacom Communications Corp. ('B'; Outlook Stable)

  -- Qwest Communications International, Inc. ('BB'; Outlook
     Stable)

  -- Rogers Communications Inc. ('BBB'; Outlook Stable)

  -- Sprint Nextel Corp. ('BB'; Outlook Negative)

  -- Telephone & Data Systems, Inc. ('BBB+'; Outlook Negative)

  -- TELUS Corp. ('BBB+'; Outlook Stable)

  -- Time Warner Cable, Inc. ('BBB'; Outlook Stable)

  -- Verizon Communications ('A'; Outlook Stable)

  -- Windstream Corp. ('BB+'; Watch Negative)


DAMIEN GILLIAMS: Creditors Meeting Slated for December 11
---------------------------------------------------------
Nadia Vanderhoof at TCPalm reports that Damien Gilliams is asked
to meet with a trustee of the bankruptcy court on Dec. 11, 2009,
in West Palm Beach to discuss his Chapter 11 bankruptcy and assets
and liabilities.

Damien Gilliams owns Flagship Marina. According to the Troubled
Company Reporter, Mr. Gilliams filed for Chapter 11 protection to
halt a $1.87 million foreclosure sale on the Flagship.


DANA HOLDING: George Soros, Fund Disclose 5.26% Equity Stake
------------------------------------------------------------
Soros Fund Management LLC; George Soros; Robert Soros; and
Jonathan Soros disclosed that as of November 27, 2009, they may be
deemed to be the beneficial owner of 7,331,132 shares or roughly
5.26% of the common stock of Dana Holding Corporation.

The shares are held for the account of Quantum Partners LDC, a
Cayman Islands exempted limited duration company.  SFM LLC serves
as principal investment manager to Quantum Partners.  As such, SFM
LLC has been granted investment discretion over portfolio
investments, including the Shares, held for the account of Quantum
Partners.  George Soros serves as Chairman of SFM LLC, Robert
Soros serves as Deputy Chairman of SFM LLC, and Jonathan Soros
serves as President and Deputy Chairman of SFM LLC.

                        3rd Quarter Results

Dana narrowed its third-quarter net loss to $38 million, compared
to a loss of $256 million during the same period last year.  
Third-quarter sales of $1.329 billion, while down 31% from the
same period last year, increased by $139 million compared with the
prior quarter.  Dana said the increase in sales over the past
quarter was the result of an improving industry across most
segments and regions.

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

Dana said in November it has been notified by two of its larger
customers that quality issues allegedly relating to products it
supplied could result in warranty claims.  Dana is engaged in
discussions with both Toyota Motor Corporation and a tier one
supplier to the Volkswagen Group regarding the technical aspects
of the root causes of the vehicle performance issues.  Based on
the information currently available to Dana, it does not believe
that either of these matters will result in a material liability
to Dana.

On October 8, 2009, Dana said it has received notice from the New
York Stock Exchange informing the Company that it has achieved
full compliance with all NYSE quantitative listing standards.  In
December 2008, Dana received a letter of non-compliance from the
NYSE notifying the company that it had fallen below both the
minimum share price and market capitalization requirements for
continued listing on the exchange.

On May 29, 2009, Dana satisfied the minimum share price
requirement of maintaining a 30-day average share price of greater
than $1.00 and had a closing price of at least $1.00 on that date,
which was the last trading day of the calendar month.  Compliance
for the market capitalization standard, and restoration of full
compliance with NYSE listing standards, required that Dana
maintain an average market capitalization of greater than $100
million for two consecutive quarterly review periods.  The Company
has exceeded this requirement since May 2009.

The company completed a successful public offering of common stock
that raised approximately $250 million in October.

                        About Dana Holding

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

                           *     *     *

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

Moody's said the change in outlook to stable considers Dana's
stabilized performance over the past two quarters which included
improvement in operating margin and positive free cash flow
generation on lower year-over-year revenues.  This stabilized
performance resulted from restructuring actions taken earlier in
the year, such as headcount reductions, manufacturing
efficiencies, and higher pricing.  These actions also are expected
to benefit the company's credit metrics as global industry
conditions improve in 2010.  While the overall market conditions
for Dana's products are expected to strengthen over the near-term,
the results will be uneven geographically and for each segment.  
Yet, expected improvements in financial covenant cushions
resulting from Dana's debt pay down from its recent $263 million
equity issuance and the company's high level of cash balances are
expected to provide financial flexibility.


DANA HOLDING: S&P Raises Corporate Credit Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on Dana to 'B' from 'B-'.  At the same
time S&P raised its ratings on Dana's senior secured debt.  The
outlook is stable.
     
"The upgrade reflects S&P's assumption that Dana's recent earnings
and cash flow improvement will be sustainable into 2010, despite
weak auto production volumes that S&P expects for both light
vehicles and commercial vehicles," said Standard & Poor's credit
analyst Nancy Messer.  Dana's earnings and cash flow for the third
quarter were better than S&P expected, reflecting benefits from
aggressive restructuring actions after emerging from Chapter 11 in
early 2008, despite weak auto sales.  In addition, Dana reduced
debt by $254 million in the first nine months of 2009 through a
Dutch auction, market purchases of debt, and raising funds through
a common equity offering.  As a result, the company's covenant
cushion has improved.
     
Given these factors, S&P believes the risk that Dana will breach
its 2009 and 2010 covenants--which tighten considerably beginning
in the fourth quarter of 2009--has lessened.  Despite S&P's
assumption of very weak market conditions in most of Dana's
business segments this year and next, S&P believes efficiencies
gained from overhead cost realignment and operational capacity
rationalization will support EBITDA expansion sufficient for the
company to avoid covenant breaches during this time.  S&P believes
that to remain in compliance, the company will need to retain its
improved margins from the latest quarter, a result of cost-side
initiatives, especially if revenues remain lackluster.  S&P
expects free cash flow, after capital spending, to be neutral to
slightly positive in 2009.  
     
Toledo, Ohio-based Dana is a significant participant in the global
auto supply market.  Dana's customers are original equipment
manufacturers in the light-vehicle, heavy-duty commercial, and
heavy off-road markets.  Although Dana's customer mix is
relatively diverse -- the three weak Michigan-based OEMs account
for less than 35% of Dana's sales -- its axle and driveshaft
businesses depend materially on continued business from Ford Motor
Co.
     
S&P assume Dana's revenues into 2010 will remain constrained by
weak auto production in North America and Europe and by the lack
of recovery of commercial-truck demand because of the weak
economy.  In addition, Dana has significant exposure to light
trucks and SUVs, the sales of which fell dramatically in 2008 when
consumer sentiment shifted to passenger cars in response to high
gasoline prices.  
     
An additional business risk for Dana is any unrecouped increases
in commodity costs, primarily for steel and aluminum, which remain
volatile.  S&P believes Dana is working to address this exposure
through customer purchase programs, price increases, and
negotiated contracts that allow for a lag in recovering the cost
of materials.  
     
S&P expects liquidity to be adequate through 2009 and into 2010.
     
The stable outlook reflects S&P's assumption that the company's
improved operating efficiencies will enable it to achieve and
maintain increased earnings and positive free cash in 2009 and
2010 as North American light-vehicle production begins to rise
with expected improvement in economic growth in the U.S.  
     
S&P could lower the ratings if Dana's liquidity begins to tighten
because the company uses more cash than S&P expects, or if EBITDA
remains weak because of ongoing adverse market conditions and Dana
is unable to remain in compliance with covenants as they tighten
in future quarters.  In S&P's opinion, Dana needs to achieve
adjusted EBITDA of about $440 million annually to maintain the
current rating, given its lease- and pension-adjusted total debt
of $2.2 billion.  Although the accumulated balance of about
$800 million in cash on hand around the world raises risks, S&P
does not expect the company to pursue transforming acquisitions or
large dividend payouts that could hurt credit ratios in the year
ahead.
     
S&P could raise the ratings if S&P believed the company would be
able to achieve and sustain adjusted EBITDA margins above its 8%
assumption for the next two years.  S&P believes this is unlikely
given its expectation that both light-vehicle and commercial-
vehicle production will remain weak in this period.


DANIEL MALDET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Daniel E. Maldet
        4606 Spinnaker Way
        Orange Beach, AL 36561

Bankruptcy Case No.: 09-15608

Chapter 11 Petition Date: December 3, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Judge: David S. Kennedy

Debtor's Counsel: Irvin Grodsky, Esq.
                  P.O. BOX 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  Email: igpc@irvingrodskypc.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 $1,017,300
and total debts of $2,204,637.

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/alsb09-15608.pdf

The petition was signed by Daniel E. Maldet.


DEL MONTE: Bank Debt Trades at 3% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Del Monte Foods is
a borrower traded in the secondary market at 97.23 cents-on-the-
dollar during the week ended Dec. 4, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.64 percentage points
from the previous week, The Journal relates.  The debt matures on
Feb. 8, 2012.  The Company pays 150 basis points above LIBOR to
borrow under the loan facility and it carries Moody's Ba1 rating
while it is not rated by Standard & Poor's.  The debt is one of
the biggest gainers and losers among the 178 widely quoted
syndicated loans, with five or more bids, in secondary trading in
the week ended Dec. 4.

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

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


DEREK MIDKIFF: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Derek Midkiff
                 dba Midkiff Properties
               Michelle Midkiff
               POB 12312
               Lake Charles, LA 70612

Bankruptcy Case No.: 09-21120

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Debtor's Counsel: Wade N. Kelly, Esq.
                  1777 Ryan Street
                  P.O. Box 2065
                  Lake Charles, LA 70601
                  Tel: (337) 433-0234
                  Fax: (337) 433-1274
                  Email: wnkellylaw@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 $1,058,900,
and total debts of $889,236.

A full-text copy of the Debtors' petition, including a list of
their 9 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/lawb09-21120.pdf

The petition was signed by the Joint Debtors.


DOLLAR FINANCIAL: S&P Cuts Rating to 'B+'; Rates Notes at 'B-'
--------------------------------------------------------------
S&P downgrades ratings on Dollar Financial Group Inc. to 'B+',
rates new notes at 'B-', take ratings off Watch and gives stable
outlook.


DOMTAR INC: Bank Debt Trades at 4.15% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Domtar, Inc., is a
borrower traded in the secondary market at 95.85 cents-on-the-
dollar during the week ended Dec. 4, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.63 percentage points
from the previous week, The Journal relates.  The loan matures on
March 7, 2014.  The Company pays 138 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Baa3
rating and Standard & Poor's BBB- rating.  The debt is one of the
biggest gainers and losers among the 178 widely quoted syndicated
loans, with five or more bids, in secondary trading in the week
ended Dec. 4.

Domtar, Inc. (TSX/NYSE: DTC) is a wholly owned subsidiary of
Montreal, Quebec- based Domtar Corporation (NYSE:UFS) --
http://www.domtar.com/-- Domtar Corp is an integrated producer of  
uncoated freesheet paper in North America and is also a
manufacturer of papergrade pulp.  The Company designs,
manufactures, markets and distributes a wide range of business,
commercial printing, publication as well as technical and
specialty papers with recognized brands such as First Choice(R),
Domtar Microprint(R), Windsor Offset(R), Cougar(R) well as its
full line of environmentally and socially responsible papers,
Domtar EarthChoice(R).  Domtar also produces lumber and other
specialty and industrial wood products.  The Company employs
nearly 14,000 people.

Domtar Inc. carries 'BB-' issuer credit ratings from Standard &
Poor's.


DONALD EDWARD BENSON: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors: Donald Edward Benson
                 dba Smb Carolinas, Inc.
                 fdba Stone Mill Builders, INC.
               Judith Gainey Benson
                 dba Smb Carolinas, Inc.
                 fdba Stone Mill Builders, InC.
               1491 Lanvale Road, NE
               Leland, NC 28451

Bankruptcy Case No.: 09-10540

Chapter 11 Petition Date: December 3, 2009

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

Debtor's Counsel: Dean R. Davis, Esq.
                  Allen, MacDonald & Davis, PLLC
                  1508 Military Cutoff Road, Suite 102
                  Wilmington, NC 28403
                  Tel: (910) 256-6558
                  Fax: (910) 256-6538
                  Email: allenmac1508@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 Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free
at http://bankrupt.com/misc/nceb09-10540.pdf

The petition was signed by the Joint Debtors.


DOWNEY CRATIONS: Kicks of Sale of Remaining Inventory
-----------------------------------------------------
Norman J. Gallivan, Inc., of Indianapolis, kicked off the
anticipated liquidation sale featuring Downey Creation's former
inventory of loose diamonds, gold and platinum rings, diamond
earrings, necklaces, and other jewelry.  Norm Gallivan, President
and CEO of Gallivan, said, "This sale offers a huge savings
opportunity for shoppers this holiday season, as they will be able
to purchase diamonds, engagement rings, bridal sets and jewelry at
the lowest prices anywhere, and most below cost!"

The sale is being held in front of the Castleton Square Mall, next
to the Men's Wearhouse.  Shoppers are also able to trade or
upgrade their current jewelry, in addition to buying new pieces.
The liquidation is expected to continue through the holidays.

The main business of Downey Creations, now closed, was putting on
"trunk shows" with jewelers around the country, offering custom
jewelry to the public.  It is estimated that the inventory has a
retail value of around $6M - $8M.

                     About Downey Creations

Downey Creations, LLC, filed for bankruptcy on August 11, 2008.

The U.S. Bankruptcy Court named Norman J. Gallivan, Inc., of
Indianapolis, to liquidate the remaining inventory of diamonds,
gold and platinum rings, and other jewelry of Downey Creations.


DUNE ENERGY: Moody's Cuts Probability of Default Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service downgraded Dune Energy, Inc.'s
Probability of Default Rating to Ca from Caa2 and its Corporate
Family Rating to Ca from Caa2.  Moody's also downgraded the
company's $300 million senior secured notes to Ca (LGD 4, 55%)
from Caa2 (LGD 4, 51%).  The outlook was changed to negative.  

This rating action follows Dune's non-payment of the required
interest on its senior secured notes due December 1, 2009.  Dune
is in discussions with the holders of the senior secured notes to
develop a restructuring of the terms of the notes.  The indenture
governing the notes contains a 30-day grace period after which the
failure to make an interest payment would constitute an event of
default.  Dune intends to negotiate a possible debt restructuring
during the 30-day grace period.  

Dune's Speculative Grade Liquidity rating remains at SGL-4 and
reflects weak liquidity.  At November 30, 2009, Dune had
approximately $29 million in cash and $7.7 million in borrowing
capacity.  Under its $40 million revolving credit facility with
Wells Fargo Foothill, Dune has approximately $24 million in
outstanding borrowings and an additional $8.3 million issued in
standby letters of credit.  Other sources of cash are limited
given that Dune's assets are fully encumbered.  

The last rating action was on April 30, 2007, when Moody's
assigned a Caa2 rating to the CFR, PDR, and senior secured notes.  

Dune Energy, Inc., is headquartered in Houston, Texas.  


DUPONT FABROS: Moody's Assigns 'Ba2' Senior Unsecured Rating
------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba2 senior unsecured
rating to DuPont Fabros Technology, Inc.'s proposed new issue.  
The rating agency also assigned a Ba2 corporate family rating to
DuPont Fabros.  These are the first ratings Moody's has assigned
to the REIT, which owns, develops, operates and manages data
centers in the United States.  The rating outlook is stable.  The
assigned ratings are highly dependent upon the success of the
proposed new offering of $550 million senior unsecured notes,
which will be supported by a substantial group of unencumbered
assets and will retire a meaningful amount of secured debt.  

According to Moody's, the (P)Ba2 senior unsecured rating reflects
the REIT's modest size and scale, coupled with a portfolio that is
characterized by concentrations in geography, assets and tenants.  
DuPont Fabros owns a total of seven operating properties
(including those in lease-up), with six located in Northern
Virginia, and approximately half of all base rent will be
represented by the top two tenants at year end 2009.  In addition,
there is risk inherent in the company's development and leasing of
new properties.  

Moody's notes, however, that DuPont Fabros has demonstrated
respectable albeit short-term performance bringing tenants into
its new centers.  The REIT's commitment to an unsecured borrowing
platform is a distinct positive, with the corresponding growth in
the unencumbered portfolio and reduction in secured debt being
pluses to the credit profile.  Furthermore, DuPont Fabros exhibits
good credit metrics, including 2.8x fixed charge coverage and 46%
debt to gross assets (pro forma for the proposed new debt issue).  
The newer and better quality portfolio with a solid tenant roster
is also a strength.  

The stable rating outlook reflects Moody's expectation that DuPont
Fabros will continue to grow prudently through development and
lease-up of data centers.  Moody's also anticipate that the firm
will adopt an unsecured borrowing model, relying increasingly on
corporate debt and a relatively larger pool of unencumbered
assets.  

Moody's indicated that the ratings would be positively affected
with increased size ($2.5 billion in gross assets), diversity of
tenants and geographical exposure.  In addition, net debt / EBITDA
would need to be less than 5x, with the REIT maintaining fixed
charge coverage above 2x and unencumbered assets above 40% of
gross assets.  

Importantly, without the proposed new debt issue and the indicated
use of proceeds, DuPont Fabros' credit profile would require lower
ratings.  Moreover, Moody's would likely revisit the ratings with
a negative bias should the REIT demonstrate an inability to
sufficiently lease newly developed assets, which would lead to
diminished cash flows and negatively impact coverage and leverage
ratios.  Downward ratings pressure would also follow any material
shift in the competitive dynamics of the data center space that
negatively impacts demand.  Other triggers for a downgrade include
any reversion of DuPont Fabros' financing strategy to a secured
platform, resulting in increased secured debt and decreased
unencumbered assets, or the loss of a large, high profile tenant
that leads to weaker credit metrics and possible deterioration in
the company's reputation.  

These ratings were assigned with a stable outlook:

* DuPont Fabros Technology L.P. -- (P)Ba2 senior unsecured.  
* DuPont Fabros Technology, Inc. -- Ba2 corporate family rating.  

These are the first ratings assigned to DuPont Fabros by Moody's.  

DuPont Fabros Technology, Inc. is a real estate investment trust
headquartered in Washington, DC and is an owner, developer,
operator and manager of wholesale data centers.  The Company's
data centers are highly specialized, secure facilities used
primarily by national and international technology companies to
house, power and cool the computer servers that support their
critical business processes.  


EASTERN NATIONAL: Fitch Downgrades Issuer Default Rating to 'B'
---------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
of Eastern National Bank, N.A. to 'B' from 'BB'.  At the same
time, Fitch has withdrawn all of the bank's ratings and will no
longer provide ratings or analytical coverage.   

The rating action reflects the company's weak financial
performance affected by asset quality deterioration during the
most recent quarters.  Fitch believes ENB is facing significant
operating challenges.  The company is geographically concentrated
in South Florida, thus susceptible to the local economic
conditions.  Further, ENB is presently operating under a formal
regulatory agreement with the Office of the Comptroller of the
Currency, which cites the bank for deficiencies related mainly to
its credit risk and administration areas.  Given the enhancements
required to the credit risk and administration function, future
write-downs to collateral may be likely.  Although capital ratios
appear adequate, the high levels of non-performing loans will
likely translate into future losses which in turn pressure
capital.  Fitch believes ENB's ability to raise capital is limited
given the company's unique ownership structure.  Going forward,
Fitch expects negative trends to continue and considers revenue
prospects to be minimal.  

The company reported a net loss of ($6 million) for third quarter-
2009 (3Q'09) compared to a small net profit for 3Q'08.  The net
loss is attributable to higher credit costs.  Provisions for loan
losses have risen steadily throughout 2009, reflecting higher net
charge-offs (e.g.  NCO ratio was 3.12% for 3Q'09) and rising
levels of non-performing assets which portend future loan losses.  
Non-performing loans to total gross loans jumped to 6.64% on Sept.
30, 2009.  The bulk of the increases in NPAs and NCOs have been
mainly from ENB's residential 1-4 family loans.

Established in 1969, ENB is a Miami-based community bank that is
regulated by the OCC and operates five branches within the Miami-
Dade County.  ENB ownership structure is unique.  It is owned by
Mercorp, N.V., a Netherlands Antilles corporation.  In turn,
Mercorp is owned by Corpofin, C.A., a Venezuelan corporation which
under a receivership figure is administered by a group of trustee
appointed by the Superintendencia de Bancos y otras Instituciones
Financieras of Venezuela.

Fitch has taken these rating actions:

Eastern National Bank

  -- Long-term IDR downgraded to 'B' from 'BB'; withdrawn;

  -- Long-term deposit rating downgraded to 'B+/RR3' from 'BB+';
     withdrawn;

  -- Short-term IDR affirmed at 'B'; withdrawn;

  -- Short-term deposit rating affirmed at 'B'; withdrawn;

  -- Individual downgraded to 'D/E' from 'C/D'; withdrawn;

  -- Support Floor affirmed at 'NF'; withdrawn;

  -- Support affirmed at '5'; withdrawn.


EASTMAN KODAK: IT Spending Growth Supports Tech Industry Outlook
----------------------------------------------------------------
Fitch Ratings' 2010 outlook for information technology sectors is
stable based on expectations that global IT spending will resume
growth equivalent to or exceeding worldwide GDP.  In a special
outlook report issued, Fitch says improved market demand,
especially for enterprise hardware and particularly for the second
half of the year, will drive company expectations for 2010 and
should further stabilize technology operating and credit profiles.

'A gradually improving economy should result in sequentially
better demand patterns for technology companies in 2010,' said
Nick Nilarp, Managing Director at Fitch.  'There is considerable
pent-up enterprise demand for hardware purchases, primarily
servers and storage, which have been postponed the last two years
during the global economic downturn.  This has led to an aging
infrastructure that is increasingly expensive to maintain.' Nilarp
cautions that the U.S. consumer remains a wildcard and the risk of
a double-dip recession remains and could arrest any market
improvement.  

Fitch says ratings strengths for the industry include strong
financial flexibility via high cash balances and consistent free
cash flow supported by relatively stable cash conversion cycles.  
Also, solid unit demand expectations for personal computers (PCs),
mobile handsets, and servers could result in higher-than-expected
revenue if pricing pressures are moderate.  The consistency and
rational behavior of the supply chain served the industry well
during challenging economic and industry conditions in 2009, and
Fitch expects similar behavior will continue to benefit the IT
industry in 2010.  Opportunities for better-than-expected
performance could occur from a continuation of global economic
stimulus packages, strong performance of developing economies, and
increased IT spending relating to healthcare.

Key Themes to Fitch's IT Outlook:

  -- The worldwide IT spending environment will grow 3%-4% in
     2010, led by hardware.  Fitch expects the IT services
     industry to grow 3%-5% in 2010 while the semiconductor
     industry will experience a rebound in revenue growth at low-
     to mid-single digits;

  -- PC and mobile handset unit growth is expected to be in the
     high-single digits and mid-single digits, respectively, for
     2010; Fitch believes the release of Windows 7 will positively
     affect PC demand from consumers in the fourth quarter of
     2009, small and medium business in the first half of 2010 and
     large enterprise in late 2010 into early 2011; the PC mix
     will likely continue to be skewed towards consumers,
     potentially resulting in minimal to negative PC revenue
     growth in 2010 based on the recent declines in PC average
     selling prices;

  -- Operating profitability is expected to improve as cost
     reduction initiatives result in positive operating leverage
     upon the resumption of top line growth.

Key Concerns to Fitch's IT Outlook:

  -- Fitch believes the biggest threat to IT spending in 2010 is
     the fragile economy, particularly in Europe and the weak
     recovery in the U.S., and the resultant impact on the
     consumer and business confidence.  While there is limited
     visibility for worldwide demand, Fitch believes macroeconomic
     trends (Fitch 2010 GDP forecasts: 1.8% U.S., 0.5% Euro Area,
     6.5% BRIC) could continue to pressure companies that lack
     product depth and geographic revenue diversity.  

  -- Limited demand visibility;

  -- Existence of excess manufacturing capacity and the negative
     effects this could possibly have on pricing;

  -- Event risk of acquisitions (less so for shareholder friendly
     actions) and the resultant possible increase in debt levels
     due to cash location challenges;

Key Credit Considerations:

  -- Technology industry cash levels of $300 billion
     (approximately half is located overseas) may be pressured in
     2010 driven by top-line growth and resultant working capital
     usage;

  -- Total industry debt from current and new issuers may increase
     in 2010, surpassing the 2009 debt level of more than $220
     billion.  New debt issuance will be driven by cash location,
     acquisitions, and refinancings as the industry has
     approximately $15 billion of debt maturing in 2010.  

  -- Fitch continues to believe the maturing technology industry
     will experience solid acquisition activity from strategic
     buyers, particularly for the software and IT Services
     sectors, and potentially, though less likely, the EMS and
     distributor sectors.  

A list of Fitch-rated issuers in the U.S. technology sector and
their current Issuer Default Ratings:

  -- Accenture Ltd. ('A+'; Outlook Stable);

  -- Advanced Micro Devices, Inc. ('B-'; Outlook Positive);

  -- Affiliated Computer Services, Inc. ('BB'; Rating Watch
     Positive);

  -- Agilent Technologies Inc. ('BBB'; Outlook Stable);  

  -- Anixter Inc. ('BB+'; Outlook Stable);

  -- Anixter International Inc. ('BB+'; Outlook Stable);

  -- Arrow Electronics, Inc. ('BBB-'; Outlook Stable);

  -- Avnet, Inc. ('BBB-'; Outlook Stable);

  -- Broadridge Financial Solutions ('BBB'; Rating Watch
     Positive);

  -- CA Inc. ('BBB'; Outlook Stable);

  -- Celestica Inc. ('BB-'; Outlook Stable);

  -- Computer Sciences Corp. ('BBB+'; Outlook Stable);

  -- Convergys Corp. ('BBB-'; Outlook Negative);

  -- Corning Incorporated ('BBB+'; Outlook Stable);

  -- Dell Inc. ('A'; Outlook Stable);

  -- Eastman Kodak Company ('B-'; Outlook Stable);

  -- eBay, Inc. ('A'; Outlook Stable);

  -- First Data Corp. ('B'; Outlook Stable);

  -- FIS Inc. ('BB+'; Outlook Positive);

  -- Metavante Technologies Inc. ('BB+'; Outlook Positive);  

  -- Flextronics International Ltd. ('BB+'; Outlook Stable);

  -- Freescale Semiconductor, Inc. ('CCC');

  -- Hewlett-Packard Company ('A+'; Outlook Stable);

  -- H&R Block Inc. ('BBB'; Outlook Stable);

  -- Block Financial Corp. ('BBB'; Outlook Stable);

  -- Ingram Micro Inc. ('BBB-'; Outlook Stable);

  -- International Business Machines Corp. ('A+'; Outlook Stable);  

  -- International Rectifier Corp. ('BB'; Outlook Negative);  

  -- Jabil Circuit, Inc. ('BB+'; Outlook Positive);

  -- KLA-Tencor Corp. ('BBB'; Outlook Negative);

  -- Microsoft Corp. ('AA+'; Outlook Stable);

  -- Moneygram International Inc. ('B+'; Outlook Negative);

  -- Moneygram Payment Systems Worldwide, Inc. ('B+'; Outlook
     Negative);

  -- Motorola, Inc. ('BBB-'; Outlook Negative);

  -- Nokia Corporation ('A'; Outlook Negative);

  -- Oracle Corp. ('A'; Outlook Stable);

  -- Pitney Bowes Inc. ('A-'; Outlook Stable);

  -- Sanmina-SCI Corp. ('B'; Outlook Stable);

  -- Seagate Technology ('BB'; Outlook Stable);

  -- SunGard Data Systems Inc. ('B'; Outlook Negative);

  -- Sun Microsystems, Inc. ('BBB-'; Rating Watch Evolving);

  -- Tech Data Corporation ('BB+'; Outlook Stable);

  -- Telefonaktiebolaget LM Ericsson ('BBB+'; Outlook Stable);

  -- Texas Instruments Incorporated ('A+'; Outlook Stable);

  -- The Western Union Company ('A-'; Outlook Stable);

  -- Tyco Electronics Ltd. ('BBB'; Outlook Negative);

  -- Unisys Corp. ('B'; Outlook Negative);

  -- Xerox Corporation ('BBB'; Outlook Negative).


EAU TECHNOLOGIES: Reports $2,187,098 Net Loss for Q3 2009
---------------------------------------------------------
EAU Technologies, Inc., reported a net loss of $2,187,098 for the
three months ended September 30, 2009, from a net loss of $775,761
for the same period a year ago.  The Company posted a net loss of
$5,627,234 for the nine months ended September 30, 2009, from a
net loss of $3,485,766 for the year ago period.

Total sales were $205,025 for the three months ended September 30,
2009, from $95,625 for the year ago period.  Total sales were
$563,650 for the nine months ended September 30, 2009, from
$329,136 for the year ago period.

At September 30, 2009, the Company had $4,287,942 in total assets
against $17,259,775 in total liabilities, resulting in $12,971,833
in stockholders' deficit.  

In October 2009, the Company received $200,000 in cash from a
related party on the next installment of the note payable to Peter
Ullrich.

In 2008, EAU signed an agreement with Fieldale Farms, a large
poultry producer in northern Georgia, to install the Company's
equipment at their facility.  The Company began receiving revenues
of approximately $27,500 per month from this facility in February
2009.  Per the terms of the agreement, the Company was to help the
plant achieve Category 1 status.  The plant completed a USDA test
set October 2009 with the results that it complied with Category 1
status.  The plant has indicated it intends to terminate the
agreement as of November 23, 2009.  The Company said management is
currently in negotiations to continue operations.  Should the
negotiations fail to produce an ongoing relationship, management
estimates that the loss on removing the equipment from the plant
to be approximately $150,000 to $200,000.  As of November 16, the
system is still being utilized by the plant.

The Company said it has incurred significant losses and has had
negative cash flows from operations.  As a result, at September
30, 2009, the Company has had a high level of equity financing
transactions and additional financing will be required by the
Company to fund its future activities and to support its
operations.  "We currently do not have sufficient funds to operate
our business without additional funding," the Company said.

The Company is currently seeking additional short-term funding to
provide liquidity through the first half of 2010.  "Management
will continue to seek to obtain sufficient funding for its
operations through either debt or equity financing.  However,
there is no assurance that the Company will be able to obtain
additional financing.  Furthermore, there is no assurance that
rapid technological changes, changing customer needs and evolving
industry standards will enable the Company to introduce new
products and services on a continual and timely basis so that
profitable operations can be attained.  The Company's ability to
achieve and maintain profitability and positive cash flows is
dependent upon its ability to achieve positive sales and profit
margins and control operating expenses," the Company said.

The Company estimates that it will need approximately $2,000,000
for the upcoming 12 months to execute its business plan and an
additional $3,000,000, plus interest, to satisfy senior note
payable with Water Science LLC, which becomes due in November
2010, if the note is not converted into common stock.  Management
plans to mitigate its losses in the near term through the further
development and marketing of its trademarks, brand and product
offerings.

The Company's auditors have issued their Independent Registered
Public Accountants' Report on the Company's financial statements
for the fiscal year ended December 31, 2008 with an explanatory
paragraph regarding the Company's ability to continue as a going
concern.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4b26

                      About EAU Technologies

EAU Technologies, Inc., previously known as Electric Aquagenics
Unlimited, Inc., develops, manufactures and markets equipment that
uses water electrolysis to create non-toxic cleaning and
disinfecting fluids.  


ECO2 PLASTIC: Inability to Access Funding Cues Ch. 11 Filing
------------------------------------------------------------
Recycling Today reports that ECO2 Plastic Inc. sought protection
under Chapter 11, citing inability to obtain more financing or
investment.  The Company made significant efforts to reduce its
expenses including ceasing operations at its former production
facility while pursuing plans to develop a new production
facility, the source says.

Based in Menlo, California, ECO2 Plastic Inc. --
http://www.eco2plastics.com/-- has developed a process, referred  
to as the ECO2 Environmental System. The ECO2 Environmental System
cleans post-consumer plastics, without the use of water, within a
closed-loop system.  The Company has $1.7 million in assets and
$6.4 million in debts.


ECOVENTURE WIGGINS: Junior Secured Claims Disallowed
----------------------------------------------------
WestLaw reports that secured claims filed by creditors who had
entered into now-rejected executory contracts for the purchase of
condominium units in a complex that a Chapter 11 debtor was
developing, to the extent based on vendee's liens that they
claimed in the condominium units themselves for the return of
their earnest money deposits, had to be disallowed.  Any such
equitable liens were subordinate to the perfected mortgage lien of
a lender that had financed the construction project, as well as to
the priming lien granted to the debtor-in-possession lender.  
Moreover, the development's appraised value, in the amount of
$65,200,000, was considerably less than the amount of the mortgage
and the DIP loan debt, in the aggregate amount of $101,701,243.  
In re Ecoventure Wiggins Pass, Ltd., --- B.R. ----, 2009 WL
3669744 (Bankr. M.D. Fla.).

Ecoventure Wiggins Pass Ltd. owns a luxury condominium project in
Naples, Florida, known as the Aqua at Pelican Isle Yacht Club.
The Company and two of its affiliates, Aqua at Pelican Isle Yacht
Club Marina Inc. and Pelican Isle Yacht Club Partners, Ltd., filed
for Chapter 11 protection on June 24, 2008 (Bankr. M.D. Fla. Case
No. 08-09197).  Harley E. Riedel, Esq., and Stephen R. Leslie,
Esq., at Stichter, Riedel, Blain & Prosser, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection against their creditors, they listed assets of
$134,000,000 and debts of $101,000,000.


ECOVENTURE WIGGINS: Liquidating Chapter 11 Plan Confirmed
---------------------------------------------------------
WestLaw reports that a liquidating Chapter 11 plan under which a
lender that provided financing for a condominium development
project would acquire the project from a bankrupt real estate
developer in exchange, not only for forgoing any distribution on
the unsecured portion of its undersecured claim, but for agreeing
to pay the superior claim of a creditor that provided debtor-in-
possession (DIP) financing, and for establishing a $100,000 fund
for making a distribution on unsecured claims, the only source
available for distribution to unsecured creditors, was proposed in
"good faith," satisfied the "best interests of creditors" test,
and was also fair and equitable.  The property's appraised value,
in the amount of $65,200,000, was millions of dollars less than
the lender's own $86,356,282 claim, let alone the aggregate amount
of the lender's claim and the $15,344,915 claim of the creditor
providing DIP financing.  The lender was paying more for the
condominium development than what it was worth.  In re Ecoventure
Wiggins Pass, Ltd., --- B.R. ----, 2009 WL 3669742 (Bankr. M.D.
Fla.) (Paskay, J.).

Ecoventure Wiggins Pass Ltd. owns a luxury condominium project in
Naples, Florida, known as the Aqua at Pelican Isle Yacht Club.  
The Company and two of its affiliates, Aqua at Pelican Isle Yacht
Club Marina Inc. and Pelican Isle Yacht Club Partners, Ltd., filed
for Chapter 11 protection on June 24, 2008 (Bankr. M.D. Fla. Case
No. 08-09197).  Harley E. Riedel, Esq., and Stephen R. Leslie,
Esq., at Stichter, Riedel, Blain & Prosser, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection against their creditors, they listed assets of
$134,000,000 and debts of $101,000,000.


EDWARD FRISH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Edward Frish
        15322 Longbow Drive
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 09-26368

Chapter 11 Petition Date: December 4, 2009

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

Judge: Geraldine Mund

Debtor's Counsel: Tawni Takagi, Esq.
                  Law Office of T L Takagi
                  18607 Ventura Blvd #314
                  Tarzana, CA 91356
                  Tel: (818) 480-3899
                  Fax: (818) 449-7624
                  Email: tawnitakagi@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 $1,063,927
and total debts of $2,604,388.

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

         http://bankrupt.com/misc/cacb09-26368.pdf

The petition was signed by Mr. Frish.


EMISPHERE TECHNOLOGIES: Novartis Extends Promissory Note Maturity
-----------------------------------------------------------------
Emisphere Technologies, Inc., said Novartis Pharma AG has agreed
to extend the maturity date of Emisphere's Convertible Promissory
Note to February 26, 2010.  The $10 million original principal
amount Note, plus interest accrued to date, was originally issued
to Novartis on December 1, 2004, in connection with the Research
Collaboration and Option License Agreement between the parties of
that date and was originally due on December 1, 2009.

In its quarterly report for the period ended September 30, 2009,
the Company disclosed approximately $12.5 million was due as
payment of the Novartis Note on December 1, 2009.

On November 10, 2009, Kenneth I. Moch resigned from the board of
directors of Emisphere to focus more time on certain other
business endeavors.  No disagreement existed between Mr. Moch and
the Company that resulted in his resignation.

On November 5, 2009, Tim Rothwell, former Chairman of Sanofi-
aventis U.S., was appointed to the Company's Board of Directors
effective immediately.  Mr. Rothwell's appointment fills the
vacancy created by Franklin Berger, who resigned from the Board
October 23 to focus more time on certain other business endeavors.

                 Bankruptcy Warning/Going Concern

At September 30, 2009, the Company's consolidated balance sheets
showed $9.2 million in total assets and $49.7 million in total
liabilities, resulting in a $40.5 million shareholders' deficit.  
At September 30, 2009, Emisphere reported cash and restricted cash
of $7.2 million, compared to $1.5 million at June 30, 2009.  

The Company has said assuming it will be able to satisfy its
obligation under the Novartis Note, which is due by December 1,
2009, by some means other than the use of its existing capital
resources, it anticipates that its existing cash resources will
enable it to continue operations only through approximately
February 2010.  Currently, the Company does not have sufficient
funds to repay the Novartis Note in cash.  If the Company is
unable to satisfy the terms of the Novartis Note before
December 1, 2009, the Company would be in default and could be
forced into bankruptcy.

Further, the Company has significant future commitments and
obligations.  The Company says these conditions raise substantial
doubt about its ability to continue as a going concern.
Consequently, the audit opinion issued by the Company's
independent registered public accounting firm relating to the
Company's financial statements for the year ended December 31,
2008, contained a going concern explanatory paragraph.

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a  
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.


ENRON CORP: Court Dismisses Investors' Fraud Suit vs. Banks
-----------------------------------------------------------
Reuters' Jonathan Stempel reports Judge Melinda Harmon of the U.S.
District Court for the Southern District of Texas in Houston on
Wednesday dismissed a class action lawsuit by investors against
banks they accused of helping Enron Corp. commit fraud.

The case is Newby et al v. Enron Corp et al, U.S. District Court,
Southern District of Texas, No. 01-3624.

Mr. Stempel relates Patrick Coughlin, Esq. -- a partner at
Coughlin Stoia Geller Rudman & Robbins LLP in San Diego, who
represents the lead plaintiff, the Regents of the University of
California -- concluded there was no chance to obtain meaningful
further recovery in light of court rulings.

"The potential costs would have been tens of millions of dollars
to the class to pursue a case that, legally, had ended," Mr.
Coughlin told Mr. Stempel in an interview.  "There was no point in
continuing."

Enron investors had already obtained $7.2 billion of settlements,
a record for U.S. class-action litigation according to Cornerstone
Research, Reuters notes.

Reuters says the bank defendants that had remained in the lawsuit
included Bank of America Corp's Merrill Lynch unit, Barclays Plc,
Credit Suisse Group AG Royal Bank of Canada, Royal Bank of
Scotland Group Plc and Toronto-Dominion Bank.  Citigroup Inc. and
JPMorgan Chase & Co. are among other banks that previously settled
with the investors, according to Reuters.

Mr. Stempel says the Court also dismissed claims against three
onetime Enron officials: former Chief Executive Jeffrey Skilling,
former chief accounting officer Richard Causey and former investor
relations chief Mark Koenig.  All got prison sentences for their
roles in Enron's collapse.

Mr. Coughlin, according to Reuters, said $4.6 billion of the
settlement funds have been distributed, with another $1 billion
likely to follow this month and the rest possibly by next summer.  
"It's basically 30 cents on the dollar of the client losses, which
is a terrific recovery in light of the legal hurdles we faced," he
said, according to Reuters.

As reported by the Troubled Company Reporter on October 15, 2009,
Christopher Glynn at Hedgefund.net said the U.S. Supreme Court has
granted Mr. Skilling a chance to appeal his conviction and 25-year
prison sentence.  According to Hedgefund.net, Mr. Skilling is
seeking to overturn his 2006 guilty verdict.  Mr. Skilling was put
on trial and then imprisoned after Enron filed for bankruptcy.  He
had urged Enron personnel to invest 100% of their retirement fund
in Enron stock, and quit just before the Company collapsed, but
not before cashing out his own stake in the Company for
$60 million.

Mr. Stempel notes the U.S. Supreme Court is expected by early
summer to rule on Mr. Skilling's appeal of his conviction.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ERIC REYBURN: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Eric N. Reyburn filed with asks the U.S. Bankruptcy Court for the
District of Massachusetts its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,810,000
  B. Personal Property            $2,180,816
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,476,981
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $96,469
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,046,493
                                 -----------      -----------
        TOTAL                    $14,990,816      $20,619,943

Cambridge, Massachusetts-based Eric N. Reyburn aka Eric N.
Reyburn, as Trustee and Beneficiary of Various Trusts filed for
Chapter 11 on November 4, 2009 (Bankr. D. Mass. Case No. 09-
20683.)  The Stephen E. Shamban Law Offices, P.C. represents the
Debtor in its restructuring efforts.  In its petition, the Debtor
listed assets and debts both ranging from $10,000,001 to
$50,000,000.


ERICKSON RETIREMENT: Gets Nod for Add'l Protections to Residents
----------------------------------------------------------------
Erickson Retirement Communities LLC and its units previously
sought and obtained permission to escrow all initial entrance
deposits received from the residents postpetition.  Vincent P.
Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, disclosed that
at the October 29, 2009 Escrow Motion hearing, the Debtors
indicated the need to expand the Escrow Motion to respond to
additional concerns from regulators and other parties in their
Chapter 11 cases, including National Senior Campuses, Inc., who
represents the not-for-profit organizations that operate the
campuses.  Moreover, responses received from state regulators
indicate that they require additional protections to residents and
potential residents.

Accordingly, the Debtors proposed these additional protections for
the Initial Entrance Deposits:

(i) Resident and Care Agreements must be amended with an
     addendum providing that residents will be entitled to
     refunds of their Initial Entrance Deposits, to the extent
     deposited in an escrow account during the pendency of the
     Debtors' Chapter 11 cases if they elect to leave their
     continuing care retirement communities.

(ii) The Escrow Agent designated by the Debtors will be
     required to return the Initial Entrance Deposits in the
     escrow account to the residents who had made those
     payments should any transaction involving a Debtor
     Landowner occur that results in a closure of any CCRC.

(iii) The Escrow Agent will be required to immediately turn over
     to the DIP Lender all Initial Entrance Deposits held in
     the Escrow Account, which Initial Entrance Deposits will
     be applied by the DIP Lender to satisfy the individual
     Debtors' obligations under the DIP financing loan
     documents or cash collateral orders, as applicable,
     without further order of the Court.

     Any remaining sums of the Initial Entrance Deposits held
     in the Escrow Account will be turned over to the
     applicable prepetition lender agent and applied to the
     Debtors' obligations under their Construction Loan, upon
     the earlier of: (1) a disposition of the assets of the
     Debtor Landowner; or (2) the confirmation of a plan of
     reorganization, and subject to the Court's order on the
     Debtors' DIP Financing.

The Court rules that with respect to each care continuing
retirement communities, the Debtor Landowner must provide to the
prepetition agent of the construction loan an accounting of the
Initial Entrance Deposits into an escrow account every two weeks
beginning no later than November 16, 2009, including the name of
the resident from the Initial Entrance Deposit from whom the
Initial Entrance Deposit was collected, the building and unit
number to which the Initial Entrance Deposit pertains, and the
amount of the Initial Entrance Deposit.

With respect to Ann's Choice Inc.'s campus, the Debtors may only
escrow the net amount left after the Initial Entrance Deposits
have flowed through applicable waterfalls, pursuant to applicable
bond indentures and loan agreements, the Court clarifies.

                   Committee's Motion to Amend

The Official Committee of Unsecured Creditors said in a court
filing that that the request for more protections extend beyond
the Debtors' goal of protecting residents.

Representing the Committee, Samuel M. Strickland, Esq., at
Bracewell & Giuliani LLP, in Dallas, Texas, argues that the
Motions impermissibly grant the prepetition agents a first
priority lien on, and a payment priority over unsecured creditors
from, the proceeds of postpetition Initial Entrance Deposits upon
a sale or other disposition of assets of a campus or upon the
confirmation of a plan of reorganization.

Mr. Strickland clarifies that under Section 552 of the Bankruptcy
Code, a prepetition security interest does not attach to property
acquired postpetition.  The Committee thus believes that the
Prepetition Agents are not entitled to a first priority on, or to
receive any proceeds of, the postpetition Initial Entrance
Deposits ahead of unsecured creditors.

Accordingly, the Committee asks the Court that the Escrow Order
and Additional Protections Proposed Order be revised to:

  (a) eliminate the provisions granting the Prepetition Agents

      -- a first priority lien on postpetition Initial Entrance
         Deposits; and

      -- a payment priority with respect to postpetition Initial
         Entrance Deposits ahead of unsecured creditors;

  (b) eliminate the language in the Additional Protections
      Proposed Order granting the DIP Lender a payment priority
      with respect to the proceeds of the Initial Entrance
      Deposits, as the DIP Lenders' rights should be addressed
      in any final order with respect to the Debtors' DIP
      Motion; and

  (c) entitle the Committee to receive all accounting and other
      financial information provided to the Prepetition Agents
      under the Escrow Order and Additional Protections Proposed
      Order.

In a letter addressed to the Court, Alvin Buchmann, resident of
Windcrest Community that was developed by the Debtors, objects to
giving the Debtors the right to alter their sales program without
offering a commensurate program to residents like him who
invested and trusted the Debtors to refund 100% of the Initial
Entrance Deposits if the residents moved.

Judge Jernigan will hear the Committee's Motion to Amend on
January 13, 2010.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

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

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


ERICKSON RETIREMENT: Gets Nod to Assume S. Miller Employment Pact
-----------------------------------------------------------------
Erickson Retirement Communities LLC and its units obtained the
Court's authority to assume a Services Agreement executed between
Scott D. Miller and Erickson Retirement Communities, LLC, on
April 1, 2009.

Pursuant to the Miller Agreement, Mr. Miller agreed to render
services to ERC's board of directors as the Board's Executive
Vice Chairman.  By its terms, the Miller Agreement is set to
expire on December 31, 2011.  Under the Miller Agreement, Mr.
Miller would receive $900,000 in 2009 and $300,000 per year in
2010 and 2011 for his services.

Mr. Miller is an independent contractor and is not an employee of
ERC.  Thus, he will not receive any benefits.

As Executive Vice Chairman, Mr. Miller's duties to the Debtors
will include:

-- advising and consulting with ERC's executive management
    team with respect to the Debtors' business, operations,
    finances, marketing, development, and restructuring;

-- overseeing ERC's long-term capital structure; and

-- during the restructuring process, coordinating with ERC's
    executive management and its advisors in devising and
    implementing strategic and tactical decisions.

In light of Mr. Miller's vast business experience, Mr. Miller is
a vital part of the Debtors' restructuring, Vincent P. Slusher,
Esq., at DLA Piper LLP, in Dallas Texas, asserts.  Mr. Miller has
a significant role in negotiations with various lenders and
potential buyers of ERC, and he has rendered advice and made
representations to the Board concerning the restructuring, Mr.
Slusher tells the Court.  The Board depends on Mr. Miller, as
Executive Vice Chairman, and his understanding of the company
when making important tactical and strategic decisions regarding
the restructuring, the Debtors maintain.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

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

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


ERICKSON RETIREMENT: Wants to Reject St. John, et al., Contracts
----------------------------------------------------------------
Erickson Retirement Communities LLC and its units seek the Court's
authority to reject:

  (a) six unexpired non-residential real property leases, which
      are:

       * a lease agreement with St. John Properties,

       * a lease agreement with RPH Industrial, LLC,

       * an office lease agreement with Kensington Associates,
         LLC,

       * a shopping center lease agreement with Kensington
         Associates, LLC,

       * a lease agreement with 57 Bedford Street, LLC, and

       * a hangar office/shop use permit agreement with
         Signature Flight Support Corporation.

  (b) three related listing agreements, which include:

       * two exclusive "right to sublease" listing agreements
         with MacKenzie Commercial Real Estate Services, LLC,
         and

       * an exclusive listing agreement for a lease transaction
         with Cushman and Wakefield of Maryland, Inc.

The Debtors further ask the Court to deem the Leases rejected as
of November 23, 2009, or the date on which the Debtors have
vacated the premises.

The Debtors explain that the Leases are for properties that are
not necessary to their ongoing business operations, were never
occupied, or will soon be vacated.  The Debtors elaborate that
the Listing Agreements are directly related to and contingent on
the Leases that they intend to reject and thus, must be rejected
as well.

                     About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

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

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


ESSAR STEEL: S&P Affirms 'B-' Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Sault
Ste. Marie, Ontario-based Essar Steel Algoma Inc., including its
'B-' long-term corporate credit rating on the company.  The
outlook is negative.
     
At the same time, S&P assigned its issue-level and recovery
ratings to ESA's proposed US$325 million senior secured notes.  
Standard & Poor's rates the proposed senior secured notes 'B+'
(two notches higher than the corporate credit rating on ESA), with
a recovery rating of '1', indicating S&P's expectation of very
high (90%-100%) recovery in the event of a payment default.  
     
Proceeds from the new notes will be used primarily to redeem about
US$315 million in term loans outstanding.
     
"The ratings on ESA reflect what S&P views as the company's
limited operating diversity, large debt burden, and the volatility
of its end markets," said Standard & Poor's credit analyst Donald
Marleau.  
     
In Standard & Poor's opinion, these risks are counterbalanced by
the company's good cost profile and integration of key inputs.  In
June 2007, ESA was 100% acquired by Essar Steel Holdings Ltd. (not
rated) for US$1.6 billion, financed in part with US$1.1 billion of
new debt at ESA.  The rated debt is nonrecourse to Essar and,
hence, the ratings reflect only ESA's stand-alone credit quality.  
Essar's ownership of ESA is not a significant rating factor in
S&P's opinion, but it might become increasingly important if Essar
uses ESA as an aggressive growth vehicle to execute its North
American strategy.
     
The negative outlook reflects S&P's view that while ESA's cash
flow generation and liquidity are improving, they are highly
sensitive to steel market conditions, and S&P believes that
liquidity could come under pressure if market conditions weaken
again.  Standard & Poor's could lower the ratings if ESA's
liquidity drops below C$100 million (after taking into account
seasonal working-capital swings) over several quarters amid poor
steel market conditions.  That said, S&P could revise the outlook
to stable if improving steel market conditions and profitability
result in debt to EBITDA improving to less than 5.5x on a
sustained basis.  In S&P's view, the corporate credit rating on
ESA is constrained to the 'B' category because of its limited
operating diversity.  The ratings on ESA are contingent on the
completion of the proposed US$325 senior secured notes financing,
and failure to successfully complete the transaction would likely
result in a downgrade.


EUROFRESH INC: To Pay $937,000 Back Wages to 587 Workers
--------------------------------------------------------
Betty Beard at the Arizona Republic says Eurofresh Inc. will pay
$937,460 in back wages to 587 workers to settle a U.S. Labor
Department probe into its hiring practices.  As part of its plan,
the Company paid $550,000, and the balance will be paid over the
next two years.  The back wages will be then distributed, she
notes.

Headquartered in Snowflake, Arizona, Eurofresh, Inc. --
http://www.eurofresh.com/-- is the leading year-round producer
and marketer of greenhouse tomatoes in the United States and a
leading innovator in the branded, flavorful fresh tomato, cucumber
and pepper industry. Premium quality and certified pesticide-free
products are grown with care in one of the world's largest
greenhouse complexes with abundant Arizona sunlight. Eurofresh's
two greenhouses cover more than 318 acres in Willcox and
Snowflake, Ariz.

Eurofresh Inc. and Eurofresh Produce Ltd. filed for Chapter 11 on
April 21, 2009 (Bankr. D. Ariz. Lead Case No. 09-07970).  Craig D.
Hansen, Esq., at Squire, Sanders & Dempsey L.L.P. represents the
Debtors in their restructuring effort.  The Official Committee of
Unsecured Creditors retained Stutman, Treister & Glatt P.C. as
counsel, and Lewis & Roca L.L.P. as co-counsel.  The Eurofresh
Inc., in its bankruptcy petition, said it has assets worth
$50 million to $100 million and debts of $100 million to
$500 million.


EXACT SCIENCES: Obtains $1-Mil. Loan from Wisconsin Commerce Dept.
------------------------------------------------------------------
During November 2009, EXACT Sciences Corporation entered into a
loan agreement with the Wisconsin Department of Commerce pursuant
to which the Wisconsin Department of Commerce agreed to lend up to
$1 million to the Company subject to the Company's satisfaction of
certain conditions.  The terms of the loan are such that portions
of the loan become forgivable if the Company meets certain job
creation requirements.  The loan bears an interest rate of 2%,
which is subject to increase if the Company does not meet certain
job creation requirements.  Both principal and interest payments
under the loan agreement are deferred for five years.

During November 2009, the Company entered into a five-year lease
for a 17,500 sq. ft. laboratory and office facility in Madison,
Wisconsin.

EXACT Sciences reported a net loss of $1,041,000 for the three
months ended September 30, 2009, from a net loss of $3,014,000 for
the same period a year ago.  EXACT Sciences reported a net loss of
$7,274,000 for the nine months ended September 30, 2009, from a
net loss of $7,632,000 for the same period a year ago.

At September 30, 2009, the Company had $27,969,000 in total assets
against total current liabilities of $7,347,000, third party
royalty obligation, less current portion of $965,000, deferred
revenue of $12,408,000.  At September 30, 2009, the Company had
accumulated deficit of $179,739,000 and stockholders' equity of
$7,249,000.  At December 31, 2008, the Company had $2,433,000 in
stockholders' deficit.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4b11

The audit opinion with respect to the company's consolidated
financial statements for the year ended December 31, 2007, issued
by its independent registered public accounting firm included an
explanatory paragraph to emphasize that there is substantial doubt
about the company's ability to continue as a going concern.

On October 29, 2009, Exact Sciences said Kevin T. Conroy, its
President and CEO, was actively considering running for Governor
of Wisconsin in 2010.  On November 16, the Company said Mr. Conroy
has determined he will not be a candidate for Governor of
Wisconsin in 2010.

                       About Exact Sciences

Exact Sciences Corporation is a molecular diagnostics company
focused on the early detection and prevention of colorectal
cancer.  The Company's non-invasive stool-based DNA (sDNA)
screening technology includes proprietary and patented methods
that isolate and analyze human DNA present in stool to screen for
the presence of colorectal pre-cancer and cancer.  


FAIRPOINT COMMS: Bank Debt Trades at 24% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 76.43 cents-on-the-dollar during the week ended Dec. 4, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.13
percentage points from the previous week, The Journal relates.  
The debt matures on March 31, 2015.  The Company pays 275 basis
points above LIBOR to borrow under the loan facility.  Moody's has
withdrawn its rating, while Standard & Poor's has assigned a
default rating, on the bank debt.  The debt is one of the biggest
gainers and losers among the 178 widely quoted syndicated loans,
with five or more bids, in secondary trading in the week ended
Dec. 4.

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

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

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

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


FEIN & CO: Must File Ch. 15 to Stay Suit
----------------------------------------
Law360 reports that a federal judge has ruled that a London-based
fur broker that filed the equivalent of bankruptcy in the U.K.
can't stay a bid-rigging suit in the U.S. without first
petitioning for recognition of the U.K. insolvency proceedings
under Chapter 15.


FEY 240 NORTH BRAND: Case Summ. & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Fey 240 North Brand LLC
        210 S Orange Grove
        Pasadena, CA 91105

Case No.: 09-44228

Chapter 11 Petition Date: December 4, 2009

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

Judge: Alan M. Ahart

Debtor's Counsel: John Schock, Esq.
                  210 Orange Grove, Suite 200
                  Pasadena, CA 91105
                  Tel: (626) 298 6446
                  
Estimated Assets: $10,000,001 to $50,000,000

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

The petition was signed by Greg Galletly, the company's manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
ABR Concrete Systems       Trade Debt             $3,724

Amtech Elevator Services   Trade Debt             $2,023

Archer's Lock and Safe     Trade Debt             $19,108

Aztech Fire Protection     Trade Debt             $14,515

Crabtree Glass Company     Trade Debt             $7,197

Dal-Tile Van Nuys          Trade Debt             $4,840

Demmert & Associates       Trade Debt             $23,600

Diversified Automation     Trade Debt             $14,108

Dura Painting Company      Trade Debt             $10,850

Electrician Magician       Trade Debt             $8,920

Farmers Insurance          Trade Debt             $6,229

Interior Experts General   Trade Debt             $42,222
Builders, Inc.

KPFF Consulting Engineers  Trade Debt             $5,331

Labor Ready Southwest      Trade Debt             $5,702
Inc.

LA Metro Plumbing          Trade Debt             $25,950

Lobar                      Trade Debt             $235,888

Malekian & Associates      Trade Debt             $4,830

Mustang Mechanical         Trade Debt             $10,090
Contractors

Stumbaugh & Associates     Trade Debt             $12,577

Saiful Bouquet             Trade Debt             $2,100


FIRST MARINER: Ordered to Halt; Parent Gets Federal Reserve Pact
----------------------------------------------------------------
Maryland Gazette reports that First Mariner Bank, with inadequate
levels of capitalization and reduce non-performing loans, agreed
to a cease and desist order by the Federal Deposit Insurance Corp.
and Maryland Division of Financial Regulation in October.  The
regulators, says the report, found that the Bank had taken part in
"unsafe and unsound practices".  

Effective November 24, 2009, First Mariner Bancorp, the parent
company of the Bank, entered into a written agreement with the
Federal Reserve Bank of Richmond, designed to enhance the
Company's ability to act as a source of strength to the Bank and
requires, among other things, that the Company obtain the Reserve
Bank's approval prior to: (i) paying dividends; (ii) receiving
dividends from the Bank; (iii) making any distributions of
interest, principal or other sums on subordinated debentures or
trust preferred securities; (iv) incurring, guaranteeing or
increasing any debt; or (v) purchasing or redeeming any shares of
the Company's stock.  

Pursuant to the terms of the Agreement, the Company is also
required, within 60 days of the date of the Agreement, to submit
to the Reserve Bank an acceptable written plan to maintain
sufficient capital at the Company, on a consolidated basis.  In
addition, the Agreement also provides that the Company must notify
the Reserve Bank before appointing any new directors or senior
executive officers or changing the responsibilities of any senior
executive officer position.  The Agreement also requires the
Company to comply with certain restrictions regarding
indemnification and severance payments.

The Company must furnish periodic progress reports to the Reserve
Bank regarding its compliance with the Agreement.  The Agreement
will remain in effect until stayed, modified, terminated or
suspended by the Reserve Bank.

Citing banking analyst Bert Ely, The Baltimore Sun states that
First Mariner Bank is adequately capitalized, "but only barely,"
and that reserves set aside for losses are insufficient.

                Baltimore Branch to Be Closed

Citing the Bank's spokesperson Renee Anderson, Gary Haber at
Baltimore Business Journal reports that the Bank will close its
downtown Baltimore branch on February 15, 2010, after a routine
review of whether the branch was meeting the bank's goals.

First Mariner Bank is not a member of the Federal Reserve, and is
primarily regulated by the Federal Deposit Insurance Corporation.
The institution was established on Jan. 1, 1920, and deposits have
been insured by the FDIC since Nov. 26, 1962.  First Mariner Bank
maintains a Web site at http://www.1stmarinerbank.com/and has 26
branches, 25 in Maryland and one in Pennsylvania.


FIRST SECURITY, NORCROSS: State Bank & Trust Assumes All Deposits
-----------------------------------------------------------------
First Security National Bank, Norcross, Georgia, was closed
December 4 by the Office of the Comptroller of the Currency (OCC),
which appointed the Federal Deposit Insurance Corporation (FDIC)
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with State Bank and Trust
Company, Macon, Georgia, to assume all of the deposits of First
Security National Bank.

The four branches of First Security National Bank will reopen
during normal business hours as branches of State Bank and Trust
Company.  Depositors of First Security National Bank will
automatically become depositors of State Bank and Trust Company.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their existing branches until State Bank and Trust Company can
fully integrate the deposit records of First Security National
Bank.

This evening and over the weekend, depositors of First Security
National Bank can access their money by writing checks or using
ATM or debit cards. Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of September 30, 2009, First Security National Bank had total
assets of approximately $128.0 million and total deposits of
approximately $123.0 million. State Bank and Trust Company did not
pay the FDIC a premium for the deposits of First Security National
Bank. In addition to assuming all of the deposits of the failed
bank, State Bank and Trust Company agreed to purchase
approximately $118.0 million of the failed bank's assets. The FDIC
retained the remaining assets for later disposition.

The FDIC and State Bank and Trust Company entered into a loss-
share transaction on approximately $82.4 million of First Security
National Bank's assets. State Bank and Trust

Company will share in the losses on the asset pools covered under
the loss-share agreement. The loss-sharing transaction is
projected to maximize returns on the assets covered by keeping
them in the private sector. The transaction also is expected to
minimize disruptions for loan customers. For more information on
loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-1498.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/firstsecurity.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $30.1 million. State Bank and Trust Company's
acquisition of all the deposits was the "least costly" resolution
for the DIF compared to alternatives. First Security National Bank
is the 126th FDIC-insured institution to fail in the nation this
year, and the 23rd in Georgia. The last FDIC-insured institution
closed in the state was The Buckhead Community Bank, Atlanta,
earlier December 4.


FONIX CORP: Sees Losses, Negative Cash Flow Through Year-End
------------------------------------------------------------
Fonix Corporation expects to continue to incur significant losses
and negative cash flows from operating activities at least through
December 31, 2009, primarily due to expenditure requirements
associated with continued marketing and development of its speech-
enabling technologies.

The Company also said its cash resources, limited to collections
from customers, sales of its equity and debt securities and loans,
have not been sufficient to cover operating expenses.  As a
result, some payments to vendors and service providers have been
delayed.

Fonix reported net income of $230,000 for the three months ended
September 30, 2009, from a net loss of $1,701,000 for the year ago
period.  Fonix posted a net loss of $50,000 for the three months
ended September 30, 2009, from a net loss of $4,035,000 for the
year ago period.

Operating revenues were $335,000 for the three months ended
September 30, 2009, from $223,000 for the year ago period.  
Operating revenues were $1,301,000 for the nine months ended
September 30, 2009, from $1,069,000 for the year ago period.

At September 30, 2009, the Company had $4,133,000 in total assets
against $50,132,000 in total liabilities, all current, resulting
in $45,999,000 in stockholders' deficit.

As of September 30, 2009, the Company had an accumulated deficit
of $288,839,000; negative working capital of $46,725,000;
derivative liabilities of $36,460,000 related to the issuance of
Series P Preferred Stock, Series L Preferred Stock, Series M
Preferred Stock, Series N Preferred Stock, Series O Preferred
Stock and Series E Convertible Debentures and Series B Preferred
Stock of its subsidiary, Fonix Speech; accrued liabilities of
$8,942,000; accrued payroll and other compensation of $902,000;
accounts payable of $2,215,000; related party accounts payable of
$107,000; tax payable of $29,000; deferred tax liabilities of
$228,000; related party notes payable of $777,000; and deferred
revenues of $465,000.

The Company said these factors, as well as the risk factors set
out in the Company's Annual Report on Form 10-K for the year ended
December 31, 2008, raise substantial doubt about its ability to
continue as a going concern.  Management plans to fund further
operations of the Company from cash flows from future license and
royalty arrangements and with proceeds from additional issuance of
debt and equity securities.  There can be no assurance that
management's plans will be successful.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4b27

Fonix Corporation's operations are managed through two wholly
owned subsidiaries, Fonix Speech, Inc., and Fonix GS Acquisition
Co., Inc.

Fonix Speech provides value-added speech-enabling technologies,
speech interface development tools, and speech solutions and
applications, including automated speech recognition and text-to-
speech, that empower users to interact conversationally with
information systems and devices.  

Fonix GS was formed on June 27, 2008, to facilitate the
acquisition of Shanghai Gaozhi Software Systems Limited.  The
acquisition was completed in early 2009.  GaozhiSoft is a Chinese
software developer and solutions provider in 2G (second-
generation) and 3G (third-generation) telecommunication operation
support systems in China and throughout the Asian-Pacific region.  
GaozhiSoft's products are designed to increase data transferring
speed, reduce telecommunications data loss, and provide network
management, billing accuracy and improved implementation
techniques to telecom carriers.


FORUM HEALTH: Wants to Pay Severance to Ex-CEO Walter Pishkur
-------------------------------------------------------------
George Nelson at Business Journal Daily says Forum Health Inc.
asked the U.S. Bankruptcy Court for permission to pay $18,126
severance payment to former chief executive officer Walter
Pishkur.  Mr. Nelson says the company would have pay $375,000 to
Mr. Pishkur under an employment agreement.  The Bankruptcy Code
limits any payment to the form CEO because he is an insider of the
company, Business Journal notes.  A hearing is set for Dec. 15,
2009, to consider approval of the Company's request.

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offers health care services.  The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
serve as lead counsel to the Debtors.  The Debtors have also
tapped Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA
as co- counsel; Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent; and Huron Consulting Services LLC as
financial advisors.  Alston & Bird LLP represents the official
committee of unsecured creditors formed in the Chapter 11 cases.
At the time of its filing, Forum Health estimated that it had
assets and debts both ranging from $100 million to $500 million.


FRIAR TUCK: $4.5 Million Offer Fails to Push Through
----------------------------------------------------
Larry Rulison, business writer at TIMESUNION.COM, says a person
with knowledge of the sale of Friar Tuck Inn's asset said the
$4.5 million offer for the Company's property from Caterpillar
Lawn Service Inc. of Oklahoma never showed up a day after the
auction was held.

One of the owners of the business is pointing America Realty of
New York of mishandling the sale auction, Mr. Rulison says.  The
protocol set up by the U.S. Bankruptcy Court for that auction has
been violated, Mr. Rulison says citing a shareholder of the
Company as stating.

Catskill, New York-based Friar Tuck Inn of the Catskills, Inc. and
affiliate Friar Tuck Resorts, Inc. filed for Chapter 11 bankruptcy
protection on May 31, 2009 (Bankr. N.D.N.Y. Case No. 09-11996 and
09-11997).  Its affiliate, Friar Tuck Resorts, Inc., also filed
for bankruptcy.  Sean C. Serpe, Esq., at Pelton Serpe LLP assists
Friar Tuck in its restructuring efforts.  Friar Tuck Inn listed
$17 million in assets and $4 million in debts.


FRANK GOMES DAIRY: U.S. Trustee Appoints 5-Member Creditors Panel
-----------------------------------------------------------------
Sara L. Kistler, the Acting U.S. Trustee for Region 17, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 case of Frank J. Gomes Dairy.

The Creditors Committee members are:

1. Cerutti Bros., Inc.
   Attn: Patrick Cerutti
   26118 McClintock Road
   Newman, CA 95360

2. McCune & Associates, Inc.
   Attn: Jim McCune
   P.O. Box 1295
   Corona, CA 92878-1295

3. Quality Milk Service, Inc.
   Attn: Edwin Fisher, DVM
   4512 S. Walnut Road
   P.O. Box 1830
   Turlock, CA 95380

4. Hilmar Sire Service, inc.
   dba Alta California
   Attn: Gerald J. Martin
   16181 Vinewood
   Livingston, CA 95334

5. Mission AG Resources, LLC
   Attn: Brad Crowder
   P.O. Box 98
   Buttonwillow, CA 93206

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

Headquartered in Stevenson, California, Frank J. Gomes Dairy dba F
and A Farms operates an agricultural and farming business.

The Company filed for Chapter 11 on November 12, 2009 (Bankr. E.D.
Calif. Case No. 09-61024).  Hilton A. Ryder, Esq., represents the
Debtor in its restructuring efforts.  In its petition, the Debtor
listed assets both ranging from $10,000,001 to $50,000,000


FRASER PAPERS: Files Restructuring Proposal in Ontario Court
------------------------------------------------------------
Fraser Papers Inc. has filed a proposal with the Ontario Court
overseeing its restructuring proceeding under the Companies'
Creditors Arrangement Act for a hearing on December 10, 2009.  The
company will be filing similar materials with the U.S. Court in
Delaware, which oversees the Company's ancillary proceeding under
Chapter 15 of the U.S. Bankruptcy Code.

Fraser Papers is seeking Court approval of a firm, binding offer
to purchase its core specialty papers business as a going concern,
thereby preserving employment for employees at those facilities.
The transaction will result in all debt owing to the company's
three secured lenders being repaid or otherwise satisfied.  The
new company will assume certain payables and long-term liabilities
associated with this business, and will pay non-cash consideration
of approximately
$65 million which will be used by the Company to partly satisfy
the claims of unsecured creditors, including the pension plans.  
Further, the transaction will provide the Company with the basis
upon which its specialty papers business can exit from creditor
protection with advantages in energy and fibre, a lower fixed cost
structure, a conservative balance sheet and adequate liquidity.

"The new paper company will be significantly smaller but will be
viable and more competitive in fewer market segments," said Peter
Gordon, CEO of Fraser Papers.  "Importantly, the business will
have much less risk, with lower exposure to foreign exchange as
well as lumber, market pulp and oil prices."

"We are pleased to have been able to put together such a
comprehensive transaction for the benefit of Fraser Papers'
creditors, employees, suppliers and customers," said Mr. Gordon.
"While there are outstanding conditions that must be met, we are
confident that with the continuing support of our key
stakeholders, those hurdles can be overcome."

Newco will benefit from significant cost reductions, in excess of
$30 million on an annual basis, including:

  -- Approximately $8 million as a result of lower electricity
     prices from the proposed sale of NB Power to Hydro Quebec;

  -- Additional allocation of crown logs, chips and biomass in New
     Brunswick, which will improve its fibre position;

  -- Job reductions, many through attrition and retirement, and
new
     wage and benefit agreements;

  -- Funding from the Canadian Federal Government's Green
     Transformation Program for high-return capital projects in
     Edmundston, providing substantial long-term savings;

  -- Benefits from the recent completion of a modernization
project
     at the Plaster Rock lumbermill, which provides security of
     lower cost softwood chips; and

  -- Further improvements in energy efficiency resulting in
reduced
     energy costs.

With these cost reductions, Newco will be well positioned within
its market segment.

The Company is proposing a two-stage process to complete its
restructuring:

  -- Firstly, the sale of assets to Newco focused on the core
     business in Edmundston, NB and Madawaska, ME with the
     following attributes:

  -- Growth opportunities in focused markets, despite the
     Challenging market environment;

  -- A favourable product mix, with 95% of its sales in
     Specialty products for the packaging and specialty print
     segments;

  -- Proven product development capabilities, currently turning
     over 30% of its product offering every two years;

  -- Highly rated customer service and technical field support;
     and

  -- A renewable energy platform with a biomass power
     cogeneration plant and recovery boiler operation at
     Edmundston that lowers operating costs and has limited
     requirements for fossil fuels.

  -- The second stage will involve an orderly disposition of the
     company's remaining assets that are non-core to the
     specialty papers business.  This includes the Gorham paper
     mill in New Hampshire, which is operating and profitable;
     the two lumbermills in Ashland and Masardis, both in
     Maine, which have operated intermittently during the last
     two years; and the Thurso pulp mill in Quebec, currently on
     indefinite shutdown.

The offer submitted to the Court by Fraser Papers on December 3,
2009 involves a sale of the specialty paper assets in Madawaska
and Edmundston, as well as the two New Brunswick lumbermills
located in Plaster Rock and Juniper, to Newco.  Under the terms of
the offer, Brookfield Asset Management Inc., a secured creditor,
has agreed to convert its claim against the Company into a 51%
common equity ownership in Newco.  The Government of New Brunswick
also agreed to convert its $35 million secured loan plus accrued
interest into equity in the form of preferred shares of Newco.  
CIT Business Credit Canada Inc., the Company's existing working
capital lender, has agreed to provide a $50 million revolving
credit facility to Newco from which its existing secured loans to
the Company will be repaid or otherwise satisfied on closing.
Newco will also issue common shares, representing a 49% interest
in Newco, and promissory notes to the unsecured creditors of
Fraser Papers, as further consideration for the assets purchased.

In order to ensure that the price under the proposed sale
transaction is the best possible, Fraser Papers will seek superior
bids through a court-supervised process for a period of
approximately 60 days.

The proceeds from the sale of these assets will be used to
partially settle the remaining claims against Fraser Papers.  The
Company will accumulate the balance of proceeds from the initial
sale, plus additional proceeds from the sale of the remaining
assets, prior to distributing to its unsecured creditors.  The
ultimate recovery for unsecured creditors will be dependent, in
part, upon the long term success of the new company.

The Company's motion seeking approval of the sale transaction will
be heard by the Ontario Court on December 10, 2009.

Fraser Papers -- http://www.fraserpapers.com.-- is an integrated  
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S.
Bankruptcy Code.  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.  With
adequate financing to support continuing operations, Fraser says
it is developing a restructuring plan to present to its creditors
-- hopefully by Oct. 16, 2009 -- with the objective of emerging
with a sustainable and profitable specialty papers business.


FRGR MANAGING: No Reasonable Likelihood of Rehabilitation
---------------------------------------------------------
WestLaw reports that to determine whether a Chapter 11 debtor
which had no operating assets, business or money, and which was
already administratively insolvent, nonetheless had a "reasonable
likelihood of rehabilitation," so as to preclude dismissal of the
case based on an admitted loss to and diminution of the estate, a
bankruptcy court did not have to assess the merits of the
litigation claims that were the debtor's sole asset.  Even
assuming the meritorious nature of these claims, the debtor's
ability to successfully prosecute these claims in a reasonable
period of time in order to establish a source of funding for any
proposed plan was sufficiently dubious, given the complicated
nature of the claims and the fact that they were hotly contested,
to prevent the court from finding that there was any "reasonable
likelihood of rehabilitation."  In re FRGR Managing Member LLC, --
- B.R. ----, 2009 WL 3816674 (Bankr. S.D.N.Y.) (Glenn, J.).

Headquartered in New York City, FRGR Managing Member LLC filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-11061) on March
9, 2009, represented by Heidi J. Sorvino, Esq., at Smith, Gambrell
& Russell, LLP.  The Debtor listed between $100 million and $500
million in assets and debts.  On April 24, 2009, the Bankruptcy
Court approved the motion of Citigroup for modification of the
automatic stay to permit it to exercise all of its rights and
remedies as a secured credtior, including, without limitation, the
right to hold a foreclosure sale in respect of its collateral.


FRIEDMAN'S INC: Liquidating Trust Makes Second Distribution
-----------------------------------------------------------
Buchwald Capital Advisors LLC, liquidating trustee for the
Friedman's Liquidating Trust, reported that a second distribution
was made to creditors holding allowed general unsecured claims on
December 2, 2009.  The initial distribution was 28.3%, and with
this second 3% distribution, creditors have now recovered 31.3% of
their claims.  As a result, creditors of Friedman's have now
received almost as much as the aggregate 31.6% distribution that
the Debtors had projected in the Disclosure Statement.  At least
one more distribution is expected after resolution of outstanding
issues and litigation claims, and Lee E. Buchwald (President of
Buchwald Capital Advisors LLC) expects that the aggregate
distribution for Friedman's creditors will surpass the 31.6%
projected in the Disclosure Statement.

At a confirmation hearing conducted on April 20, 2009, Friedman's
Inc. and Crescent Jewelers attained confirmation of their
liquidating plan in their chapter 11 case, 08-10161 (Delaware).  
The Official Creditors' Committee was the co-proponent of the
joint plan.  Creditors voted overwhelmingly to accept the plan,
with both Friedman's and its subsidiary Crescent Jewelers
receiving approximately 99% acceptances by dollar amount.  The
confirmation order was entered on April 22, 2009.

The effective date of the plan occurred on June 8, 2009.  At that
time, the Friedman's Liquidating Trust and the Crescent
Liquidating Trust were established for each Debtor to handle
distributions, the claims reconciliation process, prosecute
preference actions and pursue other potential recoveries.  The
liquidating trustee for each trust is Buchwald Capital Advisors
LLC.  Lee E. Buchwald, the President of Buchwald Capital Advisors
LLC, became the sole Director and took control of the Debtors in
May 2008.  Mr. Buchwald also served as the Debtors' President and
CEO during their Chapter 11 case.

The plan provided for all too rare significant distributions to be
made to general unsecured creditors.  As of the effective date of
the plan, total distributions were expected to be approximately
34% for Friedman's unsecured creditors and approximately 19% for
Crescent's unsecured creditors.  Mr. Buchwald still anticipates
aggregate recoveries in those ranges.

Significant distributions to creditors were not always
anticipated.  When the Debtors' auction process broke down in
April 2008, less than three months after these cases had been
commenced, administrative insolvency, which would have left
nothing for creditors, seemed inevitable.  But Friedman's and
Crescent abandoned the auction process and liquidated themselves
at the urging of the Creditors' Committee, and their choice has
been vindicated.

Mr. Buchwald attributes the unanticipated significant recoveries
to a number of factors, including (1) the efforts of Moses &
Singer, counsel to the Creditors' Committee, in negotiating a
global settlement with Harbinger, the Debtors' private equity
sponsor; (2) the recommendation of Consensus Advisors, financial
advisor to the Creditors' Committee, to pursue a self liquidation
instead of selling the assets to a liquidator when the auction
process broke down; (3) the successful liquidation of assets under
the supervision of Mr. Buchwald, Steve Moore, the Debtors' then-
CRO, and a dedicated management team; and (4) the efforts of
Stevens & Lee, Debtors' counsel brought in by Mr. Buchwald, who
were instrumental in guiding the Debtors during the critical
phases of the asset disposition and plan negotiation process, and
who achieved better than anticipated results in reducing claims
and recovering assets.

Mr. Buchwald urges creditors to monitor the websites established
by the trusts, www.friedmans-trust.com and www.crescent-trust.com,
to obtain updates and access to critical documents.

The lead counsel can be reached at:

         Nicholas F. Kajon, Esq.
         Stevens & Lee
         485 Madison Avenue
         20th Floor
         New York, NY 10022-5803
         Phone: (212) 537-0403
         e-mail: nfk@stevenslee.com

The liquidating trustee for the Friedman's Liquidating Trust can
be reached at:

         Lee E. Buchwald
         President
         Buchwald Capital Advisors LLC
         380 Lexington Avenue
         17th Floor
         New York, NY 10168-1799
         Tel:  (212) 551-1040
         Fax: (212) 656-1578
         e-mail:lbuchwald@buchwaldcapital.com


GENERAL GROWTH: 84 Debtor Affiliates Amend Schedules
----------------------------------------------------
Eighty four debtor affiliates of General Growth Properties,
Inc., amended schedules of assets and liabilities to disclose
their assets and liabilities:

Debtor                                  Assets      Liabilities
------                                  ------      -----------
Rouse SI Shopping Center, LLC     $535,665,301     $281,324,743
Beachwood Place Mall, LLC          335,600,209      240,414,128
GGP-Mall of Louisiana, L.P.        311,354,994      240,847,473
The Woodlands Mall Associates,     290,212,116      240,445,559
LLC
GGP-North Point, Inc.              267,399,979      216,278,110
Tysons Galleria L.L.C.             224,808,475      255,729,249
Summerlin Centre, LLC              220,439,006       34,888,850
MSM Property L.L.C.                196,174,311      145,529,032
Elk Grove Town Center, L.P.        189,131,157       30,836,933
GGP-Brass Mill, Inc.               181,568,904      123,821,888
GGP-Four Seasons L.L.C.            156,242,646      100,684,358
Pioneer Place Limited              161,080,086    1,511,497,999
Partnership
Town East Mall, LLC                150,050,522      106,476,811
Hulen Mall, LLC                    146,021,199      113,151,107
Deerbrook Mall, LLC                141,445,727       75,891,689
Collin Creek Mall, LLC             138,722,108       67,239,462
Park Mall L.L.C.                   123,501,844      176,694,575
Mondawmin Business Trust           121,700,392    1,513,123,857
GGP Natick Residence LLC           119,310,734       13,670,642
Alameda Mall Associates            115,619,577       68,352,187
GGP-Grandville L.L.C.              115,363,155      220,268,435
Vista Ridge Mall, LLC              111,907,810       80,535,626
Faneuil Hall Marketplace, LLC      108,482,465       94,667,062
GGP-Foothills L.L.C.               101,652,631    1,510,215,117
Champaign Market Place L.L.C.       89,458,089      196,118,161
Chula Vista Center, LLC             87,182,163           54,152
New Orleans Riverwalk               85,789,907          139,969
Associates
GGP-Moreno Valley, Inc.             83,200,101       88,744,811
Fallbrook Square Partners           73,591,710      225,120,772
Limited Partnership
VCK Business Trust                  72,316,997       10,458,744
GGP-Newgate Mall, LLC               64,693,363       41,038,678
Rouse-Phoenix Corporate             60,061,954           74,002
Center Limited Partnership
Southlake Mall L.L.C.               58,941,358      100,116,863
Harbor Place Associates             58,170,723       50,071,196
Limited Partnership
Valley Hills Mall L.L.C.            58,557,149       56,996,001
Fox River Shopping Center, LLC      53,531,106      195,180,107
River Hills Mall, LLC               49,857,970      225,071,312
Greenwood Mall L.L.C.               49,401,261      104,941,902
Owings Mills Limited Partnership    40,435,332    1,510,192,359
Rouse-Orlando, LLC                  38,906,058       51,917,056
The Howard Hughes Corporation       37,703,230        1,038,240
Pioneer Office Limited              37,361,453          140,704
Partnership
Sooner Fashion Mall L.L.C           33,142,772      225,104,522
Columbia Mall L.L.C.                32,072,067      196,110,702
Ward Plaza-Warehouse, LLC           32,162,353       68,582,552
Mall of Louisiana Land, LP          31,184,539        3,722,722
Bay City Mall                       28,226,363       24,175,584
Associates L.L.C.
Victoria Ward Center L.L.C.         26,517,540       58,423,827
Colony Square Mall L.L.C.           25,534,098    1,510,034,011
Westwood Mall, LLC                  22,910,755    1,510,030,266
Saint Louis Land L.L.C.             21,000,000        1,484,084
Vista Commons, LLC                  20,607,508          297,251
1160/1180 Town Center Drive LLC     17,722,975        9,136,691
Capital Mall L.L.C.                 17,602,925      104,920,992
9950-9980 Covington Cross, LLC      15,988,959            4,451
North Star Anchor Acquisition,      15,053,159           29,927
LLC
20 CCC Business Trust               13,276,267           22,923
New Park Anchor Acquisition, LLC    13,222,617                0
Rio West L.L.C.                     12,543,434           55,913
10190 Covington Cross, LLC          12,458,247           19,632
1450 Center Crossing                 9,969,814            3,003
Drive, LLC
Howard Hughes Properties             9,382,601        9,054,356
V, LLC
Lockport L.L.C.                      7,055,271           12,277
Rouse-Phoenix Theatre                6,710,409                0
Limited Partnership
Howard Hughes Properties             5,621,260        9,053,333
IV, LLC
Valley Plaza Anchor Acquisition,     3,154,855          572,038
LLC
GGP-Maine Mall Land L.L.C.           2,981,255      216,406,104
The Rouse Company of Florida LLC     2,876,502                0
Summerlin Corporation                1,013,530                0
HHP Government Services, L.P.          987,808                0
Newgate Mall Land                      428,996                0
Acquisition, LLC
GGP Ivanhoe IV Services, Inc.          420,868                0
The Hughes Corporation                 215,755                0
GGP Holding, Inc.                      139,025          220,000
Rouse-Phoenix Development Co. LLC        9,584                0
Seaport Marketplace Theatre LLC          7,882                0
Kapiolani Condominium Development, LLC       0           13,004
GGPLP, L.L.C.                                0    4,274,363,922
South Street Seaport Ltd.          $25,054,238       $3,200,580
Seaport Marketplace, LLC                     0          394,922
HMF Properties, LLC                          0            3,500
OM Borrower, LLC                             0    1,510,000,000
GGP-Mall of Louisiana, Inc.                  0       62,508,898
GGP-Grandville II L.L.C.                     0       15,848,171

Thirty-nine Debtors retained $0 assets and $0 liabilities:

* Greenwood Mall, Inc.
* Harborplace Borrower, LLC
* Mall St. Vincent, Inc.
* Rouse Office Management of Arizona, LLC
* Austin Mall, LLC
* Rouse Ridgedale, LLC
* Collin Creek Anchor Acquisition LLC
* Two Willow Company, LLC
* The Rouse Company of Ohio, LLC
* Austin Mall Limited Partnership
* Rouse-Phoenix Cinema, LLC
* Lakeside Mall Holding, LLC
* Beachwood Place Holding, LLC
* Rouse-Phoenix Master L.P.
* One Willow Company, LLC
* GGP American Properties Inc.
* Mall St. Matthews Company, LLC
* GGP General II, Inc.
* TRC Co-Issuer, Inc.
* New Orleans Riverwalk Limited Partnership
* The Rouse Company of Louisiana, LLC
* Rouse-New Orleans, LLC
* Oklahoma Mall L.L.C.
* NewPark Mall L.L.C.
* Alameda Mall, L.L.C
* Fallbrook Square Partners L.L.C.
* River Hills Land, LLC
* Valley Hills Mall, Inc.
* Park Mall, Inc.
* Capital Mall, Inc.
* St. Cloud Mall Holding L.L.C.
* GGP-Grandville Land L.L.C.
* Franklin Park Mall Company, LLC
* Rouse-Fairwood Development Corporation
* GGP-Bay City One, Inc.
* Greengate Mall, Inc.
* Rouse F.S., LLC
* St. Cloud Land L.L.C.
* Victoria Ward Services, Inc.
* VW Condominium Development, LLC
* GGP-American Holdings Inc.
* Park City Holding, Inc.
* Parcity L.L.C.
* PC Lancaster L.L.C.
* Land Trust No. 89433
* Land Trust No. 89434
* Land Trust No. FHB-Tres 200601
* Land Trust No. FHB-Tres 200602
* ER Land Acquisition L.L.C.
* GGP-Mall of Louisiana II, L.P.
* Mall of Louisiana Holding, Inc.
* Mall of Louisiana Land Holding, LLC
* Greenwood Mall Land, LLC
* Rouse Ridgedale Holding, LLC
* Grandville Mall, Inc.
* Grandville Mall II, Inc.
* Kalamazoo Mall, Inc.
* Elk Grove Town Center L.L.C.

                  About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Settlement Alleviates Concerns on CMBS, Says Fitch
------------------------------------------------------------------
A settlement to convert U.S. CMBS loans affiliated with bankrupt
General Growth Properties (GGP) back to performing status, if
reached, assuages market concern that the sector would be
susceptible to increased losses, according to Fitch Ratings.
Settlement terms have been reached between a group of Special
Servicers and GGP for 73 CMBS loans securitized in various CMBS
transactions and included in the April 2009 Chapter 11 filing of
GGP. If confirmed by the bankruptcy court, $9.7 Billion of loans
secured by 92 properties would emerge from bankruptcy within the
next 60 days and would return to performing loan status 60 to 90
days thereafter.

There was concern within the structured finance community that the
inclusion of CMBS assets in GGP's bankruptcy would leave the bonds
vulnerable to negative rating movements due to their exposure to
actions of the parent company. The inclusion of the CMBS assets
with the bankruptcy filing of the parent reminded market
participants that these assets are bankruptcy remote and not
bankruptcy proof, according to Senior Director Adam Fox.
"The successful resolution substantially alleviates the risk of
rating downgrades for the transactions and illustrates the
effectives of bankruptcy remoteness structures," said Fox.
"Removing the loans from bankruptcy with their mortgages intact is
an important test of the Special Purpose Entity structure, which
is a key component in structured finance."

As such, Fitch does not expect the modification of the loans and
their subsequent return to master servicing to have rating
implications. Fitch did not take significant negative rating
actions when GGP filed bankruptcy due the strong performance and
moderate leverage of the underlying properties believing that a
modification of the loans would have been the likely outcome.
Fitch expected losses at the time were limited to special
servicing fees, which under the terms of the proposed settlement,
may be paid by GGP.

The settlement, which includes loans serviced by CWCapital Asset
Management, LNR Partners, Capmark Finance, J.E. Robert Companies,
Midland Loan Services, Centerline Capital Group, Prudential
Mortgage, Pacific Life and ORIX, provides for maturity extensions
of three to nine years with fair consideration being given to the
CMBS bondholders. General terms of the settlement include;
extension of the loans at their current interest rates, payment by
GGP of an extension fee and all trust expenses relating to the
workout and bankruptcy, payment of accrued amortization during the
bankruptcy, loan amortization going forward with amortization
steps from 30 to 20 years depending on the length of the loan,
establishment of leasing reserves, and a performance based
lockbox.

Throughout the bankruptcy, through its rulings and refusal to
allow Debtor in Possession (DIP) financing to prime the existing
mortgages or place junior liens on SPE properties as was requested
by GGP, the court has maintained the integrity of the SPE
structure. While bankruptcy filings normally extend workouts and
reduce the control and flexibility of a special servicer, the
quick resolution of $9.7 billion GGP loans through the proposed
settlement demonstrates the strength of the CMBS structure.
When available, Fitch will publish the list of Fitch rated
transactions with loans covered by the settlement agreement.

               About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,   
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed $29,557,330,000 in
assets and $27,293,734,000 in debts as of December 31, 2008.

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


GENERAL MOTORS: To Acquire 100% Stake in Suzuki Joint Venture
-------------------------------------------------------------
General Motors of Canada Limited and Suzuki Motor Corporation said
Friday GM Canada will acquire 100% ownership of CAMI Automotive
Incorporated.

Suzuki Motor said that, per GM's request, it agreed to sell all
the shares of CAMI, its 50/50 joint venture vehicle assembly plant
with GM Canada.

Based in Ingersoll, Ontario, Canada, CAMI was established in
October 1986 and started production in April 1989.  CAMI produces
the Chevrolet Equinox and GMC Terrain.  Its president is Carolyne
Watts.

GM Canada said CAMI recently led GM's highly successful North
American launch of the all-new Chevrolet Equinox and GMC Terrain
and is rapidly expanding capacity to meet the strong customer
demand for these popular and fuel-efficient compact crossovers.

"GM Canada recognizes that the culture and values of the CAMI
workforce have played a key role in producing world class
vehicles,? said Arturo Elias, president of GM Canada.  "Bringing
CAMI completely into the GM family is a strong vote of confidence
in the people there and builds on the recent positive news at the
plant since the highly successful launch of the Chevrolet Equinox
and GMC Terrain.?

In November alone, sales for these vehicles increased over 17%. To
keep up with demand, GM is rapidly expanding capacity at CAMI
through scheduled overtime, the recent addition of a third shift
and commencement of a C$90M body shop expansion to increase
capacity by an additional 40,000 vehicles annually -- great news
for GM, the employees at CAMI and the community in Ingersoll,
Ontario -- according to a statement by GM Canada.

                           *     *     *

Dow Jones Newswires' Yoshio Takahashi reports a Suzuki spokesman
said the timing of the share sale hasn't been decided, and
declined to comment on the value of the transaction.

Dow Jones says the venture saw its production peak of Suzuki
vehicles in 2007 with 31,000 vehicles, but by 2008 this had
dropped to 12,000. In June of this year, Suzuki ended production
of its XL-7 sports utility vehicle at the plant due to falling
demand.

Dow Jones says, as part of its restructuring efforts, GM has also
cancelled capital tie-ups over the past five years with Fuji Heavy
Industries Ltd., the maker of Subaru brand cars, as well as with
Isuzu and Suzuki.

Dow Jones also recalls GM decided in July to abandon its stake in
its California-based New United Motor Manufacturing Inc. joint
venture with Toyota Motor Corp.

                      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 $107.45 billion in total assets
against $135.60 billion in total liabilities.

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Unveils Plan to Address Dealer Concerns
-------------------------------------------------------
General Motors Co. on Thursday said it is prepared to implement a
comprehensive plan that both resolves concerns raised by dealers
regarding GM's dealer network restructuring activities and allows
it to continue to move forward with a critical component of its
long-term viability plan.

GM will begin to implement this plan in mid-January provided that
legislation related to GM's dealer restructuring does not move
forward.  GM's plan offers a more certain and timely process and
the appropriate alternative to address dealer concerns especially
compared to proposed legislation that would raise a variety of
legal and constitutional concerns. The GM plan, the result of
several months of discussion and constructive engagement among
dealer groups and Members of Congress, provides complete
transparency, face-to-face reviews and binding arbitration, which
together, will likely result in some dealers being reinstated.

"GM especially appreciates the leadership of Senator Durbin and
House Majority Leader Hoyer and the contribution of other
Congressional members.  Their tireless efforts to facilitate the
discussion among all parties to achieve a non-legislative
resolution to address dealer concerns were critical to the
development of GM's comprehensive plan,? said Susan Docherty, GM
Vice President, U.S. Sales.

"GM values its dealer body and recognizes the contributions they
are making to the future viability of the company, the critical
role they play in satisfying customers and their importance to
communities across the country. We are prepared to implement this
plan so GM and its dealers can channel our full focus on building
and selling exceptional cars and trucks with the consumer
experience to match,? Docherty said.

"I would also like to thank the National Association of Minority
Automobile Dealers (NAMAD) for their commitment to work through
some very difficult and complicated issues involving GM's dealer
network,? Docherty said.

GM's plan includes:

    * A commitment to advise all Chevrolet, Buick, GMC and
      Cadillac dealerships that received a complete wind-down
      agreement of the criteria used by GM in the selection of
      that dealership for wind-down.

    * A face-to-face review process for all complete wind-down
      dealers who have not already terminated their dealer sales
      and service agreements with GM.

    * If the complete wind-down dealer is not satisfied with the
      outcome of the face-to-face review process, he or she may
      elect to proceed to binding arbitration.  The arbitration
      will expressly be limited to whether GM selected the dealer
      to receive the wind-down agreement on the basis of its
      business criteria.

Additional components include:

    * Accelerated wind-down payments to dealers consistent with
      the terms of their wind-down agreements.

    * A process to resolve open issues identified by dealers
      related to the operation of wind-down dealers
.
    * Agreement to support public policy issues of mutual interest
      identified by dealers.

    * Agreement to work with appropriate policy makers regarding
      floor-plan and other financing issues that are important to
      dealers.

    * Additional evaluation in limited circumstances for complete
      wind-down dealers who purchased stock, land or dealerships
      from GM in the last four years.

    * Reaffirmation of GM's long-standing commitment to try to
      increase the diversity of its dealer body
.
    * In the limited circumstances where there are dealer
      re-establishments, area wind-down dealers will be given the
      opportunity to submit a proposal.

    * Market reevaluation to ensure GM has sufficient dealer
      representation across the country.

    * Placement assistance for service technicians and other
      dealership employees.

                      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 $107.45 billion in total assets
against $135.60 billion in total liabilities.

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Taps Spencer Stuart to Conduct CEO Search
---------------------------------------------------------
People familiar with the situation told The Wall Street Journal's
Joann S. Lublin General Motors Co. has chosen Spencer Stuart to
find a permanent chief executive with extensive global,
manufacturing and turnaround experience.  The sources said Spencer
Stuart won a competitive "shootout" that GM officials conducted
Thursday in Detroit.  Other headhunters who applied for the job
were Egon Zehnder International, Korn/Ferry International and
Heidrick & Struggles International Inc.

According to Ms. Lublin, one source said GM is hoping to attract a
current or past CEO familiar with operating in Asia because "next
year, GM expects to sell more cars in Asia than North America."  
Another source said GM officials prefer a "global-minded" CEO but
don't favor a European or Asian executive for the job.

Ms. Lublin relates the sources said GM is willing to consider
executives outside the auto industry and that the successful
candidate also should have restored staff morale following a
successful corporate turnaround.

Another person told the Journal GM wants a new CEO who can work
well with U.S. government agencies and prepare the now private
manufacturer for an initial public offering.

                     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 $107.45 billion in total assets
against $135.60 billion in total liabilities.

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Leadership Changes Unveiled; Auto Critic Hired
--------------------------------------------------------------
General Motors Co. Chairman and CEO, Ed Whitacre, on Friday
announced key leadership changes to improve accountability and
responsibility for market performance in North America and around
the world.

Mark Reuss was named president of GM North America.  Mr.Reuss was
briefly vice president of Engineering after leading GM?s Holden
operations in Australia in 2008.  Reporting to Mr. Reuss will be
Susan E. Docherty, who is appointed vice president, Vehicle Sales,
Service and Marketing operations.  Also aligned under the new
North American group will be Diana D. Tremblay, who is named vice
president, Manufacturing and Labor Relations.  Mr. Tremblay was
most recently vice president of Labor Relations.  Denise C.
Johnson is named vice president, Labor Relations.  Ms. Johnson was
most recently vehicle line director and chief engineer for Global
Small Cars.   

David N. Reilly was named president, GM Europe.  Mr. Reilly has
been leading the restructuring efforts in Europe with the
Opel/Vauxhall operations and will leave his role leading GM
International Operations.

Timothy Lee was named president of GM International Operations,
overseeing GM?s Asia-Pacific, Latin America, Africa, and Middle
East operations.  Mr. Lee was most recently group vice president,
Manufacturing and Labor Relations.

Robert Lutz remains vice chairman and will act as advisor on
design and global product development.

Thomas G. Stephens remains vice chairman of Global Product
Operations, and will now take on global purchasing in his
organization, which will continue to be lead by Robert E. Socia,
vice president, Global Purchasing and Supply Chain.  Karl-
Friedrich Stracke was appointed vice president, Engineering,
reporting to Stephens.  Stracke was most recently executive
director of Engineering.

J. Christopher Preuss, vice president, Communications, will now
report to Mr. Whitacre; he previously reported to Mr. Lutz.

The balance of the direct report staff remains unchanged and
includes CFO Ray G. Young;  John F. Smith, vice president
Corporate Planning and Alliances;  Terry Kline, vice president
IS&S;  Mary T. Barra, vice president Human Resources;  Mike
Millikin, vice president of Legal;  and Ken W. Cole, vice
president Government Relations and Public Policy.

?I want to give people more responsibility and authority deeper in
the organization and then hold them accountable,? Mr. Whitacre
said.  ?We?ve realigned our leadership duties and responsibilities
to help us meet our mission to design, build and sell the world?s
best vehicles.?

                         Auto Critic Hired

The Wall Street Journal's John D. Stoll and Joann S. Lublin
reported Sunday that Stephen J. Girsky was last week named a
special adviser to Mr. Whitacre.  The Journal relates that for
years, Mr. Girsky made a living as auto critic, telling Detroit's
three auto makers that they needed to fix themselves.  "Now in his
new role at General Motors Co., he'll have to put his words into
action," the Journal notes.

People familiar with the matter told the Journal Mr. Girsky isn't
a likely CEO candidate, although he will have considerable
influence in the search for a new leader.

Mr. Girsky, 47, was once a high-profile Morgan Stanley auto
analyst.  The Journal relates that in late 2005, as GM was
slipping into turmoil, then-CEO Rick Wagoner hired Mr. Girsky to
serve as an adviser.  But as an outsider in GM's insular, change-
averse culture, the Journal notes, Mr. Girsky found it difficult
to break through, a person familiar with his work for Mr. Wagoner
said.  "It was impossible to come in and give Rick and his guys
even minor suggestions, much less tell them they were on a sinking
ship," one source told the Journal.

The Journal recalls Mr. Girsky joined private-equity group
Centerbridge Partners in 2006, where he led the buyout and
restructuring of auto supplier Dana Corp.  In October 2008, United
Auto Workers President Ron Gettelfinger drafted Mr. Girsky to
advise him as GM and Chrysler Group LLC were teetering toward
bankruptcy.

The Journal recalls that same year, Mr. Girsky set up his own
advisory firm and landed GM as a client, helping the company line
up a deal to sell its Saturn division that ultimately collapsed.
Mr. Girsky's firm was paid a fee of $1 million for his efforts.  
GM now plans to shut down the brand.

The Journal relates Mr. Girsky was named to the board by the UAW,
filling the seat that represents the union's health-care trust,
which owns 17.5% of GM, and quickly made an impact.  He was among
a group of directors who succeeded in having GM back out of a
long-planned sale of Opel, the Journal says.

                     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 $107.45 billion in total assets
against $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)


GENERATION BRANDS: Files Chapter 11 with Pre-Packaged Plan
----------------------------------------------------------
Generation Brands filed voluntary petitions to implement an agreed
restructuring of its balance sheet under Chapter 11 of the U.S.
Bankruptcy Code.  The company has already received the required
acceptances of its pre-packaged plan of reorganization from its
lenders and noteholders, who voted strongly in favor of the plan.
Creditors, other than the company's lenders and noteholders, will
not be impaired by the plan.  The company expects to successfully
complete the restructuring of its balance sheet and emerge from
Chapter 11 by the end of January.

This consensual restructuring will sharply reduce debt and
interest payments, better positioning the company for the current
economic climate, and to capitalize on opportunities both in the
current market and emanating from the recovery of the housing
industry and the economy at large.

"We are obviously very pleased that after reviewing our business
and our business plan, our lenders and noteholders approved our
restructuring plan.  This vote of confidence means a great deal to
both the management and employees of our company and we believe it
should be viewed by all of our constituents as the positive
resolution that it is for our company," said President and Chief
Executive Officer T. Tracy Bilbrough.  "With our lenders and
noteholders standing firmly behind us, we expect our stay in
Chapter 11 to be short and relatively painless."

Mr. Bilbrough continued, "Our operating businesses have continued
to perform well during one of the worst housing downturns in
memory. Our capital structure has been the issue, not our
operations.  We believe that the increased financial flexibility
and liquidity that this restructuring provides will enable us to
become an even stronger company.  The company's action is not only
the quickest and most effective way to restructure our debt, it
also provides us with the opportunity to better serve our
customers and grow our company.  We intend to continue all planned
investments in new product development and customer programs.  It
will be business as usual during our brief restructuring."

Under the terms of the proposed restructuring plan, the company
will eliminate more than $150 million in debt, resulting in
greater free cash flow due to lowered interest payments.  The
terms of the proposed pre-packaged plan of reorganization also
call for all suppliers and service providers to be paid in full
and all employee obligations to be honored.  Additionally, the
Company said that in connection with the proposed restructuring,
Generation Brands will receive a new
$20-million equity investment from its principal shareholder,
Quad-C Management, Inc., upon emergence from Chapter 11.  When
Generation Brands emerges from the Chapter 11 restructuring, it
expects to have more than $30 million in liquidity and no debt
maturities until 2014.

In conjunction with the filing, the company has also received
commitments for a $20-million debtor-in-possession revolving
credit facility from its current revolving lenders, led by BNP
Paribas as agent.  When approved by the bankruptcy court, this
financing will be available to fund post-petition operating
expenses and to ensure that the Company can continue to meet its
obligations to employees, customers, and suppliers during the
Chapter 11 process.

"We appreciate the continuing support of Quad-C and the confidence
in our business demonstrated by all of our key constituents," said
Mr. Bilbrough. " With our stronger capital structure, enhanced
balance sheet and significant liquidity, we can assure our
customers of our continued commitment to deliver innovative design
and quality products and services for many years to come."

In an effort to make its brief Chapter 11 restructuring as
seamless as possible for its employees, sales agents, customers
and suppliers, the Company filed eleven "first-day motions."
Together, these motions are designed to ensure uninterrupted
operation of Generation Brands' businesses, including permission
to pay suppliers in the ordinary course of business, continuation
of existing customer programs and warranties, and commission and
royalty payments to sales agents and designers.  The company
anticipates that these first-day motions will be heard and
approved early next week.

The Company filed its voluntary petitions in the U.S. Bankruptcy
Court for the District of Delaware in Wilmington.  The Company was
advised in connection with its pre-packaged Chapter 11 financial
reorganization by White & Case LLP and Barclays Capital.

                     About Generation Brands

Generation Brands is one of America's leading companies serving
the lighting, electrical wholesale, home improvement, home decor,
and building industries.  The company has an outstanding portfolio
of fashionable and functional lighting fixtures, ceiling fans, and
decorative products that provide value and growth for its
customers and end-users.


GENTA INC: Management Projects Cash Crunch in Q2 2010
-----------------------------------------------------
Genta Incorporated said its recurring losses and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern.  Presently, with no further
financing, management projects that the Company will run out of
funds in the second quarter of 2010.  The Company said the terms
of its April 2009 Notes enable the noteholders, at their option,
to purchase up to approximately $6 million of additional notes
with similar terms.  The Company does not have any additional
financing in place.  There can be no assurance that the Company
can obtain financing, if at all, on terms acceptable to it.

Genta reported a net loss of $20,431,000 for the three months
ended September 30, 2009, from net income of $212,613,000 for the
year ago period.  The Company reported a net loss of $74,580,000
for the nine months ended September 30, 2009, from a net loss of
$535,408,000 for the year ago period.

Product sales - net were $49,000 for the three months ended
September 30, 2009, from $115,000 for the year ago period.  
Product sales - net were $180,000 for the nine months ended
September 30, 2009, from $363,000 for the year ago period.

At September 30, 2009, the Company had total assets of $18,853,000
against total current liabilities of $12,013,000 and total long-
term liabilities of $3,346,000, resulting in stockholders' equity
of $3,494,000.  

On December 2, 2009, Genta said it will supply Ganite(R) (gallium
nitrate injection) for a new clinical trial that will be initiated
in patients with cystic fibrosis (CF) who may develop serious
infections.

The Company said it will require additional cash to maximize its
commercial opportunities and continue its clinical development
opportunities.  The Company has had discussions with other
companies regarding partnerships for the development and
commercialization of its product candidates.  Additional
alternatives available to the Company to subsequently sustain its
operations include financing arrangements with potential corporate
partners, debt financing, asset sales, asset-based loans, royalty-
based financings, equity financing and other sources.  However,
there can be no assurance that any such collaborative agreements
or other sources of funding will be available on favorable terms,
if at all.

If the Company is unable to raise additional funds, it could be
required to reduce its spending plans, reduce its workforce,
license one or more of its products or technologies that it would
otherwise seek to commercialize itself, sell certain assets, cease
operations, or declare bankruptcy.

On June 9, 2008, the Company placed $20 million of senior secured
convertible notes, or the 2008 Notes, with certain institutional
and accredited investors. The notes bear interest at an annual
rate of 15% payable at quarterly intervals in other senior secured
convertible promissory notes to the holder, and originally were
convertible into shares of Genta common stock at a conversion rate
of 2,000 shares of common stock for every $1,000.00 of principal,
(adjusted for the reverse stock split).  As a result of issuing
convertible notes on April 2, 2009, the notes are presently
convertible into shares of Genta common stock at a conversion rate
of 10,000 shares of common stock for every $1,000.00 of principal.  
The 2008 Notes are secured by a first lien on all assets of Genta.

                          April 2009 Notes

On April 2, 2009, the Company placed approximately $6 million of
senior secured convertible notes and corresponding warrants to
purchase common stock. The April 2009 Notes bear interest at an
annual rate of 8% payable semi-annually in other senior secured
convertible promissory notes to the holder, and are convertible
into shares of the Company's common stock at a conversion rate of
10,000 shares of common stock for every $1,000.00 of principal
amount outstanding.  The April 2009 Notes are also secured by a
first lien on all assets of Genta, which security interest is pari
passu with the security interest held by the holders of the 2008
Notes.

                        July 2009 Warrants

On July 7, 2009, the Company entered into a securities purchase
agreement with certain accredited institutional investors to place
up to $10 million in aggregate principal amount of units
consisting of (i) 70% unsecured subordinated convertible notes, or
the July 2009 Notes, and (ii) 30% common stock.  In connection
with the sale of the units, the Company also issued to the
investors two-year warrants to purchase common stock in an amount
equal to 25% of the number of shares of common stock issuable upon
conversion of the July 2009 Notes purchased by each investor.  The
Company closed on $3 million of such July 2009 Notes, common stock
and July 2009 Warrants on July 7, 2009.

On September 4, 2009, the Company closed on $7 million of
additional July 2009 Notes, common stock and July 2009 Warrants.  
Also on September 4, 2009, the Company entered into a securities
purchase agreement with certain accredited institutional
investors, pursuant to which the Company issued $3 million of
units consisting of (i) 70% unsecured subordinated convertible
promissory notes, or the September 2009 Notes, and (ii) 30% common
stock, or the September 2009 financing.  The September 2009 Notes
bear interest at an annual rate of 8% payable semi-annually in
other senior secured convertible promissory notes to the holder,
and are convertible into shares of the Company's common stock at a
conversion rate of 10,000 shares of common stock for every
$1,000.00 of principal amount outstanding.  In connection with the
sale of the units, the Company also issued to the investors two-
year warrants to purchase common stock in an amount equal to 25%
of the number of shares of common stock issuable upon conversion
of the September 2009 Notes purchased by each investor, or the
September 2009 Warrants.  Pursuant to the terms of the securities
purchase agreement, the investors had four business days from the
date of the agreement to sign the agreement and provide their
respective investment to the Company.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4b28

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4b29

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated is a
biopharmaceutical company engaged in pharmaceutical (drug)
research and development, its sole reportable segment.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.


GENWORTH FINANCIAL: Moody's Puts 'Ba2' Preferred Stock Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 (negative outlook)
debt rating to the $250 million (or greater) of fixed rate senior
unsecured notes, maturing December, 2016, to be issued by Genworth
Financial (senior debt at Baa3).  The proceeds of the notes are
expected to be used for general corporate purposes.  The notes are
a drawdown from a shelf registration filed in August 2009.  

Moody's also rated Genworth's universal shelf registration (senior
debt at (P)Baa3, negative outlook) referred to above, which
replaces a shelf filed in November 2006.  

According to Moody's Senior Vice President, Scott Robinson, "The
capital raise is another step Genworth has taken to further
improve the company's financial flexibility.  The negative outlook
on the company still reflects the longer-term challenges the
company faces in balancing operating company capitalization with
repaying longer-term debt maturities."

The rating agency commented that Genworth's Baa3 senior unsecured
debt rating is largely based on the financial strength of its
subsidiaries: Genworth's Baa3 senior debt rating is 4 notches
lower than the A2 (negative outlook) insurance financial strength
(IFS) rating of the company's lead life insurance companies and 1
notch lower than the Baa2 (developing outlook) IFS rating of the
company's primary MI operating company.  

Genworth's A2 (negative outlook) IFS rating on its US life
insurance subsidiaries is based on its good business profile,
supported by relatively diversified earnings and a product
portfolio of "Main Street" retirement and protection products.  
The company's exposure to spread compression and certain higher
risk life insurance products such as long-term care is mostly
offset by its solid financial profile and focus on risk
management.  Moody's Baa2 (developing outlook) IFS rating on
Genworth Mortgage Insurance Corporation reflects the continued
pressure and uncertainty regarding the U.S. housing market,
partially offset by the company's loss mitigation strategies.  

These provisional ratings have been assigned with a negative
outlook:

* Genworth Financial, Inc. -- senior unsecured debt at (P)Baa3,
  subordinated debt at (P)Ba1, and preferred stock at (P)Ba2

* Genworth is headquartered in Richmond, Virginia.  At
  September 30, 2009, Genworth reported total assets of
  $109 billion and total shareholders' equity of approximately
  $13 billion.  

Moody's last rating action on Genworth was on April 3, 2009, when
the rating agency downgraded the debt ratings of Genworth (senior
debt to Baa3 from Baa1, negative outlook) as well as the IFS
ratings of the company's primary life insurance operating
subsidiaries, to A2 (negative outlook) from A1.  

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.  


GOLDSPRING INC: Reports $2.7-Mil. Net Loss for Q3 2009
------------------------------------------------------
Goldspring, Inc., reported a net loss of $2,733,487 for the three
months ended September 30, 2009, from a net loss of $2,270,921 for
the year ago period.  Goldspring reported a net loss of $9,145,657
for the nine months ended September 30, 2009, from a net loss of
$5,902,295 for the year ago period.

At September 30, 2009, the Company had total assets of $3,426,639
against total liabilities of $34,071,574, resulting in
stockholders' deficiency of $30,644,935.

The Company has year end losses from operations and had no
revenues from operations during the nine month ended September 30,
2009.  Further, the Company has inadequate working capital to
maintain or develop its operations, and is dependent upon funds
from private investors and the support of certain stockholders.

According to Goldspring, these factors raise substantial doubt
about the ability of the Company to continue as a going concern.

Management is proposing to raise any necessary additional funds
through sale of royalties, loans, additional sales of its common
stock or strategic joint venture arrangements.  There is no
assurance that the Company will be successful in raising
additional capital especially given the current general economic
conditions domestically and abroad.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4b2a

Based in Virginia City, Nevada, Goldspring, Inc., is a North
American precious metals mining company with an operating gold and
silver test mine in northern Nevada.


GPX INTERNATIONAL: Titan Offers Rival $44M Bid for Tire Assets
--------------------------------------------------------------
Law360 reports that Titan International Inc. has made a competing
$44 million bid to purchase GPX International Tire Corp.'s U.S.
and South Africa business assets, which the bankrupt company had
agreed to sell to Alliance Tire Co.

Craig Steinke, GPX's Chief Executive Officer, said November 12
that "the Company has entered into a definitive sale agreement for
its Solid Tire business and Starbright manufacturing facility in
China. An investor group will partner with members of the
management team to purchase the operations and underlying assets
of the Solid Tire business."  The transaction will include the
MITL, ITL and Brawler brands, as well as the Gorham, ME; Red Lion,
PA; and Hebei, China manufacturing facilities.  The investor group
is offering $10 million for the business.  The bidders, known
collectively as MITL Acquisition Co. L.L.C., agree to assume $1.3
million in "designated liabilities."

                      About GPX International

GPX International Tire Corporation is one of the largest
independent global providers of specialty "off-the-road" tires for
the agricultural, construction, materials handling and
transportation industries.  GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in North
America, China, Canada, and Germany.  A third generation family-
owned business, GPX and its predecessor companies have been in
business since 1922.

GPX International filed for Chapter 11 on Oct. 26, 2009 (Bankr. D.
Mass. Case No. 09-20170).  GPX is represented in U.S. Bankruptcy
Court by attorneys Harry Murphy of Hanify & King, P.C. and Peggy
Farrell of Hinckley Allen & Snyder LLP as corporate counsel.  TM
Capital Corp. serves as investment banker to GPX in connection
with these transactions and Argus Management Corporation serves as
restructuring advisor to GPX.  The petition says assets and debts
range from $100 million to $500 million.


GREATER ATLANTIC: Deadline to Close MidAtlantic Merger Extended
---------------------------------------------------------------
Greater Atlantic Financial Corp., MidAtlantic Bancorp, Inc., and
GAF Merger Corp. extended the expiration date for the offer to
purchase for cash not less than 505,040 and up to 649,151 Greater
Atlantic Capital Trust I 6.50% Cumulative Convertible Trust
Preferred Securities to
5:00 p.m., Eastern Time, on December 10, 2009.

On November 29, 2009, GAFC, MidAtlantic and Acquisition Sub
entered into a Fourth Amendment to the Agreement and Plan of
Merger to extend to December 10, 2009, the date on which their
Agreement and Plan of Merger may be terminated if the merger is
not consummated.

As of November 30, 2009, holders of Securities had tendered an
aggregate of 645,580 Securities, which exceeds the 505,040 minimum
Securities required to be tendered.  The tender offer remains
subject to a number of additional conditions, including that all
regulatory approvals are received and that MidAtlantic provide the
necessary funding to finance the payment for the Securities.  
Greater Atlantic will provide further public notice of the
satisfaction of these conditions when available.

Holders of the Securities who participate in the tender offer will
receive $1.05 in cash for each Security validly tendered.  Holders
who have previously tendered their Securities continue to have the
right to revoke such tenders at any time prior to the new
expiration date by complying with the revocation procedures set
forth in the Offer to Purchase relating to the tender offer.

Holders of the Securities are urged to read the Offer to Purchase
which has been filed with the SEC and contains important
information regarding the tender offer.  Requests for copies of
the Offer to Purchase and related documents may be directed to
Laurel Hill Advisory Group, LLC, the information agent for the
tender offer, at (917) 338-3181.  The Offer to Purchase and other
information regarding the tender offer may also be obtained
through the SEC's Web site at:

                      http://www.sec.gov/

On June 15, 2009, GAFC entered into a definitive Agreement and
Plan of Merger with MidAtlantic and Acquisition Sub.  Pursuant to
the Agreement and Plan of Merger, MidAtlantic will acquire GAFC.

                    About Greater Atlantic

Greater Atlantic Financial Corp. is a bank holding company whose
principal activity is the ownership and management of Greater
Atlantic Bank.  The bank originates commercial, mortgage and
consumer loans and receives deposits from customers located
primarily in Virginia, Washington, D.C. and Maryland.  The bank
operates under a federal bank charter and provides full banking
services.

As of June 30, 2009, the Company had $204,596,000 in total assets
and $216,209,000 in total liabilities, resulting in $11,613,000 in
stockholders' deficit.

                       Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


GREATER ATLANTIC BANK: Closed; Sonabank Assumes All Deposits
------------------------------------------------------------
Greater Atlantic Bank, Reston, Virginia, was closed December 4 by
the Office of Thrift Supervision, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Sonabank, McLean, Virginia, to assume all of the
deposits of Greater Atlantic Bank.

The five branches of Greater Atlantic Bank will reopen during
normal business hours as branches of Sonabank. Depositors of
Greater Atlantic Bank will automatically become depositors of
Sonabank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage. Customers
should continue to use their existing branch until they receive
notice from Sonabank that it has completed systems changes to
allow other Sonabank branches to process their accounts as well.

As of October 20, 2009, Greater Atlantic Bank had total assets of
approximately $203.0 million and total deposits of approximately
$179.0 million. Sonabank did not pay the FDIC a premium for the
deposits of Greater Atlantic Bank. In addition to assuming all of
the deposits of the Greater Atlantic Bank, Sonabank agreed to
purchase essentially all of the assets.

The FDIC and Sonabank entered into a loss-share transaction on
approximately $145.0 million of Greater Atlantic Bank's assets.
Sonabank will share in the losses on the asset pools covered under
the loss-share agreement.  The loss-share transaction is projected
to maximize returns on the assets covered by keeping them in the
private sector. The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-830-6698.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/atlantic-va.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $35 million.  Sonabank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Greater Atlantic Bank is the 130th
FDIC-insured institution to fail in the nation this year, and the
first in Virginia.  The last FDIC-insured institution closed in
the state was New Atlantic Bank, National Association, Norfolk, on
August 12, 1993.


GROVELAND ESTATES: Case Summary & 2 Largest Unsec. Creditors
------------------------------------------------------------
Debtor: Groveland Estates, LLC
        17200 Villa City Road
        Groveland, FL 34736

Case No.: 09-18492

Chapter 11 Petition Date: December 3, 2009

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

Judge: Arthur B. Briskman

Debtor's Counsel: Aldo G. Bartolone, Jr., Esq.
                  Consumer Law Group LLP
                  8010 Sunport Drive, Suite 120
                  Orlando, FL 32809
                  Tel: (407) 251-9476
                  Fax: (407) 251-9479
                  Email: abartolone@bartolonelaw.com
                  
Estimated Assets: $10,000,001 to $50,000,000

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

The petition was signed by Conrad Wagner, the company's managing
member.

Debtor's List of 2 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
James E. McGuire           Loan                   $56,500

McLeod Law Firm            Legal Services         Unknown
48 E. Main Street
Apopka, Fl 32703


HAIGHTS CROSS: Begins Soliciting Votes for Chapter 11 Plan
----------------------------------------------------------
Haights Cross Communications, Inc., commenced a solicitation of
votes for a prepackaged plan of reorganization from lenders under
that certain Credit Agreement, dated as of August 15, 2008, as
amended, by and among Haights Cross Operating Company, as
borrower, the guarantors party thereto, including HCC, and the
administrative agent thereto on behalf of the lenders party
thereto from time to time, holders of HCOC's 11 3/4% Senior Notes
due 2011 and holders of HCC's 12 1/2% Senior Discount Notes due
2011.

Votes on the Plan must be received by Globic Advisors, Inc., the
Company's voting agent, by January 4, 2009, unless the deadline is
extended.  The record date for voting is December 4, 2009.  
Solicitation materials are being mailed out to the lenders and
noteholders as of the record date.  Lenders and noteholders
seeking additional information about the balloting process may
contact Robert Stevens, Globic Advisors, Inc., at (800) 974-5771.

"We are pleased to announce the commencement of the solicitation
of votes for our prepackaged plan of reorganization, consistent
with the next critical step contemplated by our Plan Support
Agreement, referenced below," said Paul J. Crecca, HCC's President
and Chief Executive Officer.  "The Company's operating businesses,
Triumph Learning and Recorded Books, plan to continue operations
as normal through this solicitation process as well as through the
anticipated Chapter 11 case."

As previously disclosed, on September 3, 2009, the Company entered
into a plan support agreement with all of the lenders under HCOC's
Credit Agreement and holders of approximately 80% in principal
amount of HCOC's Senior Notes on the terms of a consensual
financial restructuring that would reduce the Company's debt
obligations by approximately $200 million and extend the maturity
of the Company's debt until no earlier than three years from the
effective date of the Plan.  The Plan will otherwise leave
unimpaired the Company's general unsecured claims, including those
of trade creditors, which would be paid in full.

Assuming the Company receives the required acceptances for the
Plan, the Company intends to commence a prepackaged Chapter 11
case after the conclusion of the solicitation period and seek to
have the Plan confirmed by the bankruptcy court.

Simultaneously with the solicitation of votes on the Plan, HCC
will commence a private rights offering for the sale of its common
stock, to eligible holders of its Senior Discount Notes that are
institutional accredited investors.

                   About Haights Cross Communications

Founded in 1997 and based in White Plains, NY, Haights Cross
Communications is a premier educational and library publisher
dedicated to creating the finest books, audio products,
periodicals, software and online services, serving the following
markets: K-12 supplemental education, public and school libraries,
and consumers. Haights Cross companies include: Triumph Learning,
Buckle Down Publishing and Options Publishing, and Recorded Books.

Haights had total assets of $232,388,000 against total debts of
$432,741,000 as of June 30, 2009.


HARRAH'S OPERATING: Bank Debt Trades at 3.4% Off
------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Company, Inc., is a borrower traded in the secondary market at
96.60 cents-on-the-dollar during the week ended Dec. 4, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.53
percentage points from the previous week, The Journal relates.  
The loan matures on Oct. 23, 2016.  The Company pays 750 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa1 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among the 178 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Dec. 4.

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,  
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

Harrah's Entertainment carries a 'Caa3' Corporate Family rating,
and a 'Caa3' Probability of default rating from Moody's.  The
ratings "reflect very high leverage and a negative outlook for
gaming demand over the next year," Moody's said in September 2009.


HCA INC: Bank Debt Trades at 6.4% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 93.60 cents-on-the-
dollar during the week ended Dec. 4, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.79 percentage points
from the previous week, The Journal relates.  The loan matures on
Nov. 6, 2013.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among the 178 widely quoted syndicated
loans, with five or more bids, in secondary trading in the week
ended Dec. 4.

Headquartered in Nashville, Tennessee, HCA, Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider  
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

HCA, Inc. carries a 'B2' long term corporate family rating from
Moody's, a 'B' long term issuer default rating from Fitch, and
'B+' issuer credit ratings from Standard & Poor's.


HELEN MCCARTHY: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Helen M. McCarthy
        181 Topsfield Road
        Boxford, MA 01921

Bankruptcy Case No.: 09-21791

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: David B. Madoff, Esq.
                  Madoff &Khoury LLP
                  124 Washington Street - Suite 202
                  Foxboro, MA 02035
                  Tel: (508) 543-0040
                  Fax: (508) 543-0020
                  Email: madoff@mandkllp.com

                  Steffani Pelton, Esq.
                  Madoff & Khoury LLP
                  124 Washington Street
                  Foxborough, MA 02035
                  Tel: (508) 543-0040
                  Email: pelton@mandkllp.com

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

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

A full-text copy of Ms. McCarthy's petition, including a list of
her 17 largest unsecured creditors, is available for free at
http://bankrupt.com/misc/mab09-21791.pdf

The petition was signed by Ms. McCarthy.


HENRY S. MILLER: Judgment Not Evidence of Undisputed Claim
----------------------------------------------------------
WestLaw reports that a bankruptcy judge in Texas held that the
mere fact that a creditor filing an involuntary petition holds an
unstayed judgment against the putative debtor does not give rise
to an irrebuttable presumption that the creditor's claim is not
subject to any "bona fide dispute," and if there are objective
circumstances which might give rise to a bona fide dispute as to
liability or amount, then the creditor may be ineligible to join
in filing an involuntary petition, despite its unstayed judgment.  
However, this is not to say that the court, in assessing a
creditor's eligibility to join in filing an involuntary petition,
may probe into the details of the judgment and assume the role of
a forecaster or oddsmaker on debtor's chances of prevailing on
appeal from the judgment.  It simply meant that the court may
look, in an objective and unobtrusive way, at the judgment and
circumstances and determine if there was something so irregular
about the unstayed judgment that any reasonable person would
consider there to be a bona fide dispute as to liability or
amount.
In re Henry S. Miller Commercial, LLC, --- B.R. ----, 2009 WL
2982795, 52 Bankr. Ct. Dec. 20 (Bankr. N.D. Tex.) (Jernigan, J.).

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Tex. Case No. 09-34422) against Henry S. Miller Commercial,
LLC, on July 7, 2009, and the alleged debtor moved to dismiss the
involuntary petition.  The Troubled Company Reporter reported
about the involuntary filing on July 8, 2009.  Judge Jernigan
ruled in September that she needs to hold a trial to hear evidence
on three contested factual questions about: (a) whether the
Petitioners are, in reality, one versus three petitioning
creditors; (b) whether the Alleged Debtor is or is not generally
paying its debts as they become due; and (c) whether abstention
pursuant to Section 305 is appropriate.


HERBST GAMING: Bank Debt Trades at 46.3% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Herbst Gaming,
Inc., is a borrower traded in the secondary market at 53.70 cents-
on-the-dollar during the week ended Dec. 4, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.40 percentage points
from the previous week, The Journal relates.  The loan matures on
Dec.8, 2013.  The Company pays 187.5 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating,
while Standard & Poor's has assigned a default rating, on the bank
debt. The debt is one of the biggest gainers and losers among the
178 widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Dec. 4.

Headquartered in Reno, Nevada, Herbst Gaming, Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.   
The Company and its subsidiaries focus on two business lines, slot
route operations and casino operations.  The Company's route
operations involves the exclusive installation and, as of Sept.
30, 2009, operation of approximately 6,300 slot machines in non-
casino locations, such as grocery stores, drug stores, convenience
stores, bars and restaurants.  The casino operations consist of 16
casinos located in Nevada, Iowa and Missouri.

The Company and 17 of its affiliates filed for Chapter 11
protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.


HERTZ CORP: Bank Debt Trades at 8% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which The Hertz
Corporation is a borrower traded in the secondary market at 92.07
cents-on-the-dollar during the week ended Dec. 4, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.54 percentage
points from the previous week, The Journal relates.  The loan
matures on Dec. 21, 2012.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba1 rating and Standard & Poor's BB- rating.  The debt is one of
the biggest gainers and losers among the 178 widely quoted
syndicated loans, with five or more bids, in secondary trading in
the week ended Dec. 4.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

In July, Fitch Ratings downgraded Hertz Corporation's Issuer
Default Rating to 'BB-' from 'BB', and Moody's Investors Service
lowered Hertz's Corporate Family Rating and Probability of Default
to 'B1' from 'Ba3'.


HOTEL ENTERPRISES: Dismissal Plea Not Ideal to Determine Authority
------------------------------------------------------------------
WestLaw reports that whether, at the time Chapter 11 petitions
were filed on behalf of a corporate debtor and a related limited
liability company, the individual signing the petitions had
already lost authority to do so as a result of a change in
ownership precipitated by the debtors' alleged default under a
security and stock pledge agreement was a question best resolved,
not on a motion to dismiss the Chapter 11 cases, but by summary
judgment or some other process.  Given the rehabilitative nature
of bankruptcy, a motion to dismiss a case is seldom accepted at
the initial stage of Chapter 11 proceedings.  In re Momentum
Hospitality II, LLC, --- B.R. ----, 2009 WL 3669645 (Bankr. M.D.
Fla.) (Paskay, J.).

Hotel Enterprises of Port Charlotte, Inc., dba Holiday Inn Express
& Suites, Hotel Management of Port Charlotte, Inc., dba Hampton
Inn, Momentum Hospitality II, LLC, and Momentum Hospitality III,
LLC, filed chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 09-
09554, 09-09555, 09-09557 and 09-09560) on May 8, 2009.  All of
the Debtors are represented by Scott A. Stichter, Esq., at
Stichter, Riedel, Blain & Prosser in Tampa.  Momentum II and
Hospitality Management's cases are jointly administered.  The
Debtors estimated assets of less than $10 million and liabilities
of $10 million to $50 million at the time of the filing.


HOVENSA LLC: S&P Downgrades Rating on $400 Mil. Credit Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its debt rating
on HOVENSA LLC's $400 million first-lien revolving credit facility
due 2012 and its $355.7 million in tax-exempt debt issued by the
U.S. Virgin Islands and the Virgin Islands Public Finance
Authority to 'BB+' from 'BBB'.  The outlook remains negative.  
HOVENSA is a 500,000 barrel per day (bpd) crude oil refiner
located in St. Croix.  It is jointly owned by Hess Corp. (BBB-
/Stable/--) and Petroleos de Venezuela S.A. (B+/Negative/--).  The
'1' recovery rating, which remains unchanged, indicates that
lenders can expect a very high (90%-100%) recovery in the event of
a payment default.
     
S&P bases the rating action on its expectation that HOVENSA's 2009
and 2010 financial results will likely be very poor due to a
continuation of refining economics that are weaker than S&P's
previous downside scenario, which formed the support for the
investment-grade rating.  Refineries are experiencing low crack
spreads and compression in light-heavy crude differentials, the
latter of which has specifically hurt heavy processors like
HOVENSA.  S&P anticipate that refining conditions could remain
challenging through 2010, and potentially longer.  Along with weak
margins, S&P believes that HOVENSA's capital expenditure program
and its 2010 fluid cat-cracker turnaround will likely result in
negative cash flows for 2009 and 2010.
     
"The project's cash and working capital positions have already
declined significantly over the past 12 months, and S&P anticipate
the project's parents will step forward to provide additional
funding sources to meet HOVENSA's cash needs for 2009 and 2010,"
said Standard & Poor's credit analyst Mark Habib.       

The project's weakened financial position and reliance on its
parents for liquidity are consistent with a speculative-grade
credit profile.  However, HOVENSA's project rating reflects a
strong expectation of support from its parents due to high
operational and management linkage, and HOVENSA's strategic and
financial value.
     
The negative outlook reflects S&P's expectation of negative
project cash flow for 2009 and 2010 due to a weak refining
environment and HOVENSA's reduced liquidity as cash balances have
fallen.  The disruption in typical crude spreads has raised the
possibility of sustained, unfavorable differentials that can
compress HOVENSA's refining margin more than previously
anticipated.  If the proposed parent support turns out to be
inadequate due to worse-than-expected refining margins or a
continuation of current conditions beyond 2010, S&P could lower
the rating.  If HOVENSA can weather the current downturn and
rebuild its liquidity position to pre-2008 levels, S&P could
revise the negative outlook to stable.


IDEARC INC: Verizon Retirees File Class Suit for Pension Switch
---------------------------------------------------------------
CNNMoney.com says retirees of Verizon Communications Inc. filed a
proposed class action in the U.S. District Court for the Northern
District of Texas, charging pension plan administrators with
numerous Employee Retirement Income Security Act violations
including:

   * failure to provide requested plan documents;

   * breach of fiduciary duty for refusal to disclose pension
     related plan information;

   * breach of fiduciary duty for failure to comply with pension
     plan document rules;

   * various other ERISA violations justifying court ordered
     declaratory, injunctive and other equitable relief;

   * unlawful refusal to make payment of Verizon pension plan     
     benefits; and

   * unlawful interference with retirees' rights to receive
     Verizon retiree pension and welfare benefits.

CNNMoney says the plaintiffs alleged that they were involuntary
switched in November 2006, post-retirement, from Verizon pension
plan to Idearc Inc.'s pension plan without the plaintiffs'
consent.  Verizon treated the retiree's rights to the usual
retiree benefits as being terminated, source notes.

                         About Idearc Inc.

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

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts.  The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.


IMPERIAL CAPITAL: Posts $30.7 Million Net Loss in Q3 2009
---------------------------------------------------------
Imperial Capital Bancorp, Inc. and subsidiaries reported a net
loss of $30.7 million for the three months ended September 30,
2009, compared with net income of $533,000 for the same period of
the prior year.  

During the quarter ended September 30, 2009, the Company recorded
a $24.9 million provision for loan losses as a result of the
elevated levels in the Company's non-performing loans and other
loans of concern.  Quarterly results were also negatively impacted
by an increase of $9.2 million in non-interest expense caused
primarily by an increase in the Company's accrual for FDIC
quarterly insurance premiums and an increase in the costs incurred
in connection with the Company's portfolio of other real estate
owned.

Net interest income before provision for loan losses decreased
34.2% to $19.0 million for the quarter ended September 30, 2009,
compared to $28.9 million for the same period last year.  

The provision for loan losses was $10.1 million for the quarter
ended September 30, 2008.  Non-performing loans as of
September 30, 2009 were $298.6 million, compared to $154.9 million
at December 31, 2008.  

The (loss) return on average assets was (2.93%) for the three
months ended September 30, 2009, compared to 0.05% for the same
period last year.  The (loss) return on average shareholders'
equity was (131.30%) for the three months ended September 30,
2009, compared to 0.94% for the same period last year.

There were no loan originations for the quarter ended
September 30, 2009, compared to $102.5 million for the same period
last year.  The lack of loan production during the current period
related to Imperial Capital Bank's strategic objective to reduce
its asset base and focus on managing its problem assets.  In
addition, the Bank is currently restricted in its ability to grow
as a result of its "undercapitalized? status.  

Cnsolidated net loss was $112.0 million for the nine months ended
September 30, 2009, compared to net income of $3.6 million for the
same period last year.  

Net interest income before provision for loan losses decreased
23.7% to $56.3 million for the nine months ended September 30,
2009, compared to $73.7 million for the same period last year.  

The provision for loan losses was $83.7 million and $20.6 million,
respectively, for the nine months ended September 30, 2009, and
2008.

The (loss) return on average assets was (3.40%) for the nine
months ended September 30, 2009, compared to 0.12% for the same
period last year.  The (loss) return on average shareholders'
equity was (100.68%) for the nine months ended September 30, 2009,
compared to 2.10% for the same period last year.

Loan originations were $6.9 million for the nine months ended
September 30, 2009, compared to $278.1 million for the same period
last year.  

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $4.04 billion in total assets, $3.97 billion in total
liabilities, and $69.6 million in total shareholders' equity.

A full-text copy of the Company's Form 10-Q is available at no
charge at:

http://www.sec.gov/Archives/edgar/data/1000234/000100023409000014/
form10q0909.htm

                          Going Concern

Imperial Capital Bank is currently operating under a Cease and
Desist Order with the Federal Deposit Insurance Corporation and
the California Department of Financial Institutions.  Among other
things, the Order requires the Bank to take certain measures in
the areas of management, capital, loan loss allowance
determination, risk management, liquidity management, board
oversight and monitoring of compliance, and restricts payment of
dividends and the opening of branch or other Bank offices.  The
Order further required the Company to increase and hold the Bank's
Tier 1 leverage ratio above nine percent and the Bank's Total
Risk-Based Capital ratio above thirteen percent by August 11,
2009, and for the life of the Order.  As of September 30, 2009,
the Bank had a Tier 1 leverage ratio of 3.8% and the Bank's Total
Risk-Based Capital ratio was 6.1%.  

The FDIC did not accept the Bank's capital restoration plan and
the Bank recently resubmitted a revised capital restoration plan
to the FDIC.  

The Bank is also currently operating under a Supervisory Prompt
Corrective Action Directive which it received from the FDIC on
October 14, 2009.  

The Directive provided that within 30 days of the effective date
of the Directive (i.e., by November 12, 2009), the Bank was
required to: (1) sell enough voting shares or obligations of the
Bank so that the Bank will be "adequately capitalized? under
regulatory capital guidelines; and/or (2) accept an offer to be
acquired by a depository institution holding company or combine
with another insured depository institution.  As of November 16,
2009, the Bank has been unsuccessful in its efforts to comply with
this requirement.

On November 6, 2009, the Bank received a notification from the DFI
stating that the Bank is in critical condition and that the DFI
may take extreme action against the Bank unless the Bank promptly
either increases its capital or, in the alternative, merges or
sells its business to another depository institution.  The DFI
Notification provides that if the Bank is to comply with the DFI
Notification by increasing its capital, the Bank must, by
December 14, 2009, increase its tangible shareholders' equity by
the greater of (i) $200.0 million or (ii) such amount as may be
necessary to make tangible shareholders' equity equal to at least
9% of total tangible assets of the Bank.  As reported in the
Bank's September 30, 2009 Consolidated Report of Condition and
Income (Call Report), as of September 30, 2009, the Bank's
tangible shareholders' equity was $146.0 million and 9% of
adjusted total tangible assets amounted to $364.2 million.  
Accordingly, the amount of additional tangible shareholders'
equity needed to comply with the capital demand requirement of the
DFI Notification as of September 30, 2009 was $218.2 million.

The Company's ability to comply with the terms of the Order and
the Directive requiring increased capital requirements raise
substantial doubt about the Company's ability to continue as a
going concern.

                  About Imperial Capital Bancorp

Headquartered in La Jolla, Calif., Imperial Capital Bancorp, Inc.  
(PNK: IMPC.PK) -- http://www.imperialcapitalbancorp.com/-- is a  
bank holding company.  The Company operates through its wholly
owned subsidiary, Imperial Capital Bank.  The Bank is primarily
engaged in originating and purchasing real estate loans secured by
income producing properties for retention in its loan portfolio,
originating entertainment finance loans and accepting customer
deposits through the certificates of deposits, money market,
passbook and demand deposit accounts.  It has six retail branches
located in California, two retail branches located in Nevada, and
one retail branch located in Baltimore, Maryland.


IPCS INC: Gamco Investors Cease to Be Owners of 5% of Stock
-----------------------------------------------------------
Gamco Investors, Inc., et al., has filed with the Securities and
Exchange Commission Amendment No. 2 to its Schedule 13D which was
initially filed on November 16, 2009.

Gabelli Funds, LLC, GAMCO Asset Management Inc., Gabelli
Securities, Inc., GGCP, Inc., GAMCO Investors, Inc., and Mario J.
Gabelli disclose that as a result of the cash tender offer by
Sprint Nextel Corporation for all of iPCS, Inc.'s common stock,
they ceased to be beneficial owners of 5% or more of the issuer's
common stock on November 27, 2009.

A full-text copy of amendment no. 2 to Gamco Investors, Inc., et
al.'s Schedule 13D is available for free at :

               http://researcharchives.com/t/s?4b32

A full-text copy of amendment no. 1 to Gamco Investors, Inc., et
al.'s Schedule 13D is available for free at:

               http://researcharchives.com/t/s?4a8d  

A full-text copy of Gamco Investors, Inc., et al.'s Schedule 13D
is available for free at http://researcharchives.com/t/s?49fb  

                         About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.


IPCS INC: Ireland Acquisition May Designate Majority of its Board
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on November 30, 2009
Sprint Nextel Corporation has completed its tender offer for all
outstanding shares of iPCS, Inc. common stock.  The tender offer
expired at midnight EST on Wednesday, November 25, 2009, and was
conducted through a wholly owned subsidiary of Sprint Nextel named
Ireland Acquisition Corporation.

In a regulatory filing Thursday, IPCS, Inc. discloses that upon
acceptance for payment of the tendered shares, the merger
agreement provides Ireland Acquisition the right to designate a
number of individuals to the Company's board of directors who,
following their election, will constitute a majority of the
Company's board of directors, subject to the terms and conditions
contained in the merger agreement.

As of December 3, 2009, Ireland Acquisition holds approximately
11.593 million common shares, representing approximately 70.3% of
the outstanding shares.  Based on the offer price, the aggregate
amount of consideration paid for the shares purchased by Ireland
Acquisition in connection with the offer is approximately
$278.2 million.  Sprint Nextel has provided Ireland Acquisition
sufficient funds to purchase the tendered shares from Sprint
Nextel's existing cash balances.

In addition, on November 27, 2009, Ireland Acquisition exercised
the option granted under the merger agreement pursuant to which
Ireland Acquisition has the right to purchase such number of newly
issued shares at the offer price such that, when added to the
shares already owned by Ireland Acquisition and Sprint Nextel and
their affiliates, constitutes one share more than 90% of the total
number of shares outstanding on a fully diluted basis (the "Top-Up
Option").  Ireland Acquisition expects to purchase the shares
pursuant to the exercise of the Top-Up Option on December 4, 2009,
following which Ireland Acquisition will effect a short-form
merger with the Company under Delaware law no later than
December 7, 2009.  As a result of the merger, the Company will
become a wholly-owned subsidiary of Sprint Nextel.

                         About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.


ISP CHEMCO: Bank Debt Trades at 7.33% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which ISP Chemco LLC is
a borrower traded in the secondary market at 92.67 cents-on-the-
dollar during the week ended Dec. 4, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.73 percentage points from
the previous week, The Journal relates.  The loan matures on May
23, 2014.  The Company pays 175 basis points above LIBOR to borrow
under the facility.  The bank debt carries Moody's Ba3 rating and
Standard & Poor's BB-rating.  The debt is one of the biggest
gainers and losers among the 178 widely quoted syndicated loans,
with five or more bids, in secondary trading in the week ended
Dec. 4.

As reported by the Troubled Company Reporter on Aug. 6, 2009,
Moody's Investors Service revised the ratings outlook to stable
from negative and affirmed the Ba3 ratings on the guaranteed
senior secured credit facilities of ISP Chemco LLC (Ba3 Corporate
Family Rating), a wholly owned subsidiary of International
Specialty Holdings LLC.  The change in outlook to stable signals
that even after significant dividends and the effects of the
global downturn Chemco's credit metrics have remained relatively
stable.

The Ba3 ratings reflect the relatively heavy debt burden at Chemco
that has resulted in weak credit metrics along with the historic
dividends going up to the parent.  Moody's concern over such event
risk from Chemco's controlling member has served to keep Chemco's
ratings at the lower end of the Ba category.  A further concern is
the lack of SEC financials, which has limited the level of
disclosure provided.  Chemco's financial statements, while
audited, (with an unqualified opinion from Ernst & Young), provide
less detail than Moody's receive from other issuers with public
filings.

ISP Chemco, LLC, headquartered in Wayne, New Jersey, manufactures
specialty chemicals and industrial chemicals and is part of a
group of companies which is a beneficially owned by Samuel Heyman.  
Revenues for the twelve months ending April 5, 2009, were $1.3
billion.


LAS VEGAS SANDS: Bank Debt Trades at 15.35% Off
-----------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 84.65 cents-
on-the-dollar during the week ended Dec. 4, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.59 percentage
points from the previous week, The Journal relates.  The loan
matures on May 1, 2014.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among the 178 widely quoted syndicated
loans, with five or more bids, in secondary trading in the week
ended Dec. 4.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian  
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macau, China.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
placed Las Vegas Sands, Corp.'s ratings, including its 'B3'
Corporate Family Rating, on review for possible downgrade.  
Moody's cited weak operating results and heightened concern
regarding the Company's ability to maintain compliance with
financial covenants, among other things.

The Company also carries 'B-' issuer credit ratings from Standard
& Poor's.


LAWRENCE FRUMUSA: Stay of Conversion Order Unwarranted
------------------------------------------------------
WestLaw reports that a stay of a bankruptcy court order converting
a case from Chapter 11 to Chapter 7 pending appeal was not
warranted.  Although the debtor might well suffer irreparable harm
if a stay were not granted, since that would result in the
continued liquidation of the estate, staying the case and
returning the assets to the debtor would likely cause substantial
injury to creditors, given the bankruptcy court's finding that the
debtor's owner was not capable of reorganizing his companies.  
Most importantly, it was clear that the debtor had not
demonstrated a substantial possibility, although less than a
likelihood, of success on appeal.  To the contrary, the appeal
appeared to be frivolous.  The basis for the appeal was an
allegation that the debtor's attorneys filed an unauthorized
motion to convert, but this allegation was inconsistent with the
owner's statements to the bankruptcy court in support of his
motion for reconsideration and appeared to have been a desperate
attempt to reverse the effect of the owner's decision to have his
attorneys file the conversion motion.  Lawrence Frumusa Land
Development, LLC v. Arnold, --- B.R. ----, 2009 WL 3671139
(W.D.N.Y.) (Siragusa, J.).

Lawrence Frumusa Land Development LLC, purportedly proceeding "pro
se," filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 09-
21126) on ______ __, 2009, and Lawrence Frumusa filed a chapter 11
petition (Bankr. W.D.N.Y. Case No. 09-21527) on June 5, 2009.  Mr.
Frumusa is represented by James B. Glucksman, Esq., and Jonathan
S. Pasternak, Esq., at Rattet Pasternak & Gordon-Oliver in
Harrison, N.Y.  Mr. Frumusa disclosed $8,607,260 in assets and
liabilities of $18,885,237 at the time of the filing.


LEHMAN BROTHERS: Barclays Fights to Compel Lehman Asset Deal Docs
-----------------------------------------------------------------
Arguing that Lehman Brothers Holding Inc.'s trustee and creditors
have forfeited their attorney-client privilege, Barclays Capital
Inc. has asked a judge to force them to produce materials related
to its purchase of Lehman assets days after the financial giant
filed for bankruptcy, according to Law360.

As reported by the TCR on Nov. 18, 2009, Lehman Brothers filed a
lawsuit against Barclays Plc on Nov. 16 (Bankr. S.D.N.Y. Adv. Pro.
No. 09-01731), alleging that the quick sale of Lehman's brokerage
business following its Chapter 11 filing gave Barclays an
immediate and enormous windfall profit to the tune of $14 billion.

In the complaint filed with the Bankruptcy Court on November 16,
LBHI is asking the Court to enter a ruling awarding compensatory
and monetary damages, plus interest, in an amount to be determined
at trial, ordering the avoidance and return of certain assets
transferred Barclays, and disallowing certain claims of Barclays
in LBHI's Chapter 11 cases.

                       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)


LEVEL 3 COMMS: Bank Debt Trades at 15% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications, Inc., is a borrower traded in the secondary market
at 84.95 cents-on-the-dollar during the week ended Dec. 4, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.49
percentage points from the previous week, The Journal relates.  
The loan matures March 1, 2014.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B1 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among the 178 widely quoted
syndicated loans, with five or more bids, in secondary trading in
the week ended Dec. 4.

As reported by the Troubled Company Reporter on June 30, 2009,
Fitch Ratings lowered the rating assigned to the Company's
convertible subordinated notes to 'CC/RR6' from 'CCC-/RR6'.  The
rating action brings the subordinated note ratings in line with
Fitch's revised rating definition and mapping criteria.  
Approximately $484 million of convertible subordinates notes
outstanding as of March 31, 2009, was affected by Fitch's action.  
As of March 31, 2009, LVLT had approximately $6.4 billion of debt
outstanding.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LIBERY MEDIA: Fitch Reports Modest & Uneven Outlook for Sector
--------------------------------------------------------------
Despite expectations for a soft macroeconomic environment, Fitch
Ratings' credit outlook for the Media & Entertainment sector for
2010 is stable.  Fitch believes the worst of the advertising
downturn has passed, but the risk of a double-dip recession
remains present going into 2010.  With political and Olympic ads
tightening available ad inventory, Fitch expects ad pricing to
stabilize (flat to plus/minus low single digits) in 2010 against
weak prior-year comparable periods.  

Fitch believes that some mediums will be left behind even in an ad
recovery.  Fitch expects print mediums, namely newspapers, yellow
pages and consumer magazines, to be down again off very easy
comparable periods due to permanent shifts in advertiser sentiment
and excess ad inventory that will plague the industry for years to
come.  Radio is likely to be flat to down slightly; and outdoor,
which typically lags, should begin a slow recovery later in the
year.  Broadcast TV will be an early beneficiary of increased ad
demand with cable nets and large market TV broadcast affiliates
also poised to participate in a potentially modest rebound.  

It is Fitch's view that the economic downturn has begun to reshape
the competitive landscape in favor of financially and
operationally stronger entities.  However, this will be a gradual,
multi-year process and Fitch now anticipates the current glut of
ad inventory (particularly in local markets) to endure the
downturn.  Even though owners of these weaker entities may not
achieve returns that exceed their cost of capital, balance sheets
of weak local players will continue to be restructured, ad
capacity from fringe enterprises like the CW and MyNetwork could
remain in place, new ownership will delay (what Fitch believes to
be) the inevitable failure of certain newspapers and outdoor
displays will remain empty rather than be torn down.  The affect
of this activity will be a degree of pricing and margin pressure
that negatively affects all local ad-market participants (strong
and weak alike) in the near term.

Operational Considerations: Media's Evolution Will Continue But
Mitigants Exist:

  -- Audience fragmentation will persist throughout 2010, but,
     positively, the pace of legitimate new media entrants should
     slow.  Fitch believes the field of legitimate on-line
     platforms is possibly set in video and music.  Fitch does not
     expect new Internet radio platforms to emerge, and the shift
     of eyeballs in video will likely occur to existing players,
     including the conglomerates' own sites.  This will keep
     recent efforts for cross-media measurements at the forefront
     in 2010.  Similarly, the pace of new cable networks should
     slow in 2010.  

Usage of time-shifting will continue to ramp up in 2010.  Fitch
remains cautious regarding the touted benefits (to advertisers) of
DVR usage.  However, it is not illogical to extrapolate results to
date (the fast forwarding of commercials is largely offset by
increased viewing) with an expanding universe of users, and is
already factored into C+3 pricing.  Over the longer-term, Fitch
continues to expect time shifting to be most detrimental to local
broadcast affiliates.

  -- Recognizing that media conglomerates' ratings are anchored by
     their cable networks portfolios, Fitch does not expect
     canceling cable subscriptions and going online only (Cutting
     the Cord) to be a major threat in 2010.  While viewers want
     100% on-demand optionality, Fitch continues to believe they
     also want a back-bone of live TV channel line-ups.

  -- On the surface, the TV Everywhere concept as proposed by
     Comcast and Time Warner appears to be a sound secular risk
     mitigation initiative for all parties.  However, distribution
     companies may face challenges in convincing content companies
     to broadly sign-on.  Some content companies may push for
     incremental pricing on 'authentication' offerings in an
     effort to find revenue growth opportunities and to give
     consumers a larger choice.  Fitch believes any incremental
     pricing that is packaged in a way that gives the content
     companies the ability to reach consumers without the
     distributors runs the risk of having consumers migrate
     towards a la carte viewing habits.

  -- Fitch expects the four major broadcast networks to remain in
     2010.  However, at least one of the four could explore
     becoming a cable network as early as 2011, and Fitch believes
     NBC and ABC are the most logical candidates.  While the
     departure of one of the four networks would be detrimental to
     that affiliate group, it would actually be a material boost
     for the remaining three networks and affiliate groups.  

  -- Increases in movie piracy will exacerbate existing pressure
     on DVD sales from the recession and kiosk pricing.  Websites
     and P2P protocols are now available that allow the streaming
     and illegal sharing of video without onerous download times.  
     Fitch does not expect the theatrical window to be materially
     affected by piracy due to the viewing experience (social,
     quality, etc).  Movie studios will continue to emphasize cost
     controls in an attempt to make the theatrical window less of
     a loss-leader.  The FCC's recent statements on net neutrality
     that specifically exclude illegal activity are a positive
     development for content companies.  Fitch does not expect
     piracy to be a material concern for the TV studios so long as
     incremental pay walls are not erected around TV content.

  -- Proving that what goes up must come down, Fitch expects pay
     walls will be erected and dismantled in 2010 as media
     companies (with print products) experiment with charging
     users for online content and are ultimately disappointed by
     the results.  With the exception of The Wall Street Journal,
     The New York Times, smaller local newspapers (that face less
     fierce cross-media competition) and business to business
     magazines, most media companies have too many competitors in
     their content niche to compel users to pay.  Free competitors
     are likely to capitalize on this de facto audience
     minimization strategy to gain share of viewers, and
     advertisers will be attracted to mediums and outlets that
     deliver scale.  Any attempt to exact price increases on the
     remaining paying users is more likely to accelerate their
     departure toward free alternatives than to offset the ad
     dollars lost from the lower audience base.  Parent companies
     will seek to halt the death spiral by re-opening most of
     their content broadly and dedicating efforts toward enhancing
     the user experience, content delivery/packaging and
     establishing partnerships with complementary content
     providers.  

Despite the aforementioned fragmentation and secular challenges,
the existing major media players will continue to be the largest
aggregators.  This includes the local broadcasters, which are
positioned to gain share from print (albeit, online will capture
large portions).  Additionally, increases in affiliate fees on
cable networks will also continue and should offset weakness in
advertising revenue streams and other businesses (DVD, print).

Capital Deployment: Acquisitions Could Heat Up But May Not
Negatively Affect Credit Profiles:

  -- Enhanced availability of capital has improved liquidity but
     it also presents new risks to bond holders in the form of
     heightened acquisition and buy-back activity.  With
     substantial cash balances and/or capacity at the investment
     grade level, some of the media conglomerates could turn their
     attention towards potential consolidation activity in 2010.  
     While the two remaining U.S. pure-play cable networks
     (Discovery and Scripps) could be attractive to some of the
     bigger media conglomerates, obstacles exist in the form of
     valuations, voting control, and an overall saturation of
     content.  

Film libraries will garner acquisition consideration in 2010,
however, Fitch expects activity could be accommodated within
existing rating categories.  Current pressures in the DVD market
should temper acquisition pricing, as should the recent internal
consolidation of the conglomerates' existing movie studios.  Other
than distribution synergies, Fitch believes there is little that
existing stand-alone movie studios could offer existing
conglomerates to warrant any pricing premiums.

While the continued global build-out of cable networks will keep
TV studios valuable, Fitch does not expect acquisitive activity in
this area as the conglomerates already have the infrastructure in
place to support an increase in production.  Nevertheless, the
build-out of International TV networks and content for those
networks will continue to be a major priority for the media
conglomerates.  Additional international investments for content
will likely continue in a measured way as Fitch has witnessed over
the last few years via joint ventures with local companies.

Fitch expects less money will be spent on defensive acquisitions
(high priced purchases of low/no profit online real estate) in
2010 versus the last few years.  This includes emerging core
competencies such as Internet radio and video web sites.  Fitch
would expect the same for non-core competencies such as social
networking and video gaming, however, Fitch does expect the latter
to continue to be a priority investment for organic cash flow.  

Fitch also expects minimal acquisition activity in traditional
local media in 2010, even in the unforeseen event of regulatory
changes.  The out-of-home sub-segment could garner interest from
potential acquirers, but Fitch would expect most activity to be
small bolt-on transactions.  

In general, Fitch believes large investment grade entities that do
participate in acquisition activity will do so prudently.  
Disney's proposed Marvel purchase and the widely expected
Comcast/NBC Universal transaction demonstrate that conglomerates
have the flexibility to pursue material acquisitions.  Large media
conglomerates have historically considered their credit ratings in
structuring potential transactions.  

  -- Amid the weakest advertising environment in history, credit
     quality for most U.S. media companies has generally held up.  
     In most cases, companies have aggressively restructured fixed
     costs, still generate positive free cash flow and can handle
     their maturity schedules organically.  However, the downturn
     has exhausted room for any acceleration of secular issues
     that will continue to afflict the industry.  It has also
     exhausted room for material debt funded buyback activity,
     although Fitch expects some shareholder friendly activity in
     2010 as management teams become more confident in their
     prospects and liquidity.  

Stable Credit Outlook:

In most cases, Fitch's comfort at existing ratings is supported by
the belief that companies can navigate the competitive dynamics
and that they have a willingness and ability to maintain their
overall credit profiles.  If secular issues accelerated beyond
Fitch's already conservative estimates, Fitch may adjust the
appropriate leverage parameters for a given company at a given
rating category over time.  The credit crisis has reminded boards
and management teams of the benefits of having investment grade
ratings, and Fitch presently anticipates media conglomerates would
strongly consider reducing financial risk commensurate with
increases in operating risk.  For these and other company-specific
reasons Fitch has largely maintained stable credit outlooks on
media conglomerates within the context of a starkly negative
operating environment -- believing that over the intermediate term
these companies have the commitment and capacity to maintain their
ratings.

Diversified Media

  -- CBS Corporation ('BBB'; Outlook Stable)
  -- Cox Enterprises ('BBB'; Outlook Stable)
  -- Discovery Communications LLC ('BBB'; Outlook Stable)
  -- Liberty Media LLC ('BB-'; Outlook Negative)
  -- The McGraw-Hill Companies ('A+'; Outlook Stable)
  -- News Corporation ('BBB'; Outlook Stable)
  -- Thomson Reuters Corporation ('A-'; Outlook Stable)
  -- Time Warner Inc.('BBB'; Outlook Stable)
  -- Viacom, Inc. ('BBB'; Outlook Stable)
  -- The Walt Disney Company ('A'; Outlook Stable)

Publishing, Printing, TV and Radio Broadcasting

  -- Belo ('BB-'; Outlook Negative)
  -- The McClatchy Company ('C'; No Outlook)
  -- R.R. Donnelley & Sons Co. ('BBB'; Outlook Stable)
  -- Univision Communications ('B'; Outlook Stable)

Entertainment - Movie Exhibitors, Music

  -- AMC Entertainment ('B'; Outlook Stable)
  -- Regal Entertainment ('B+'; Outlook Stable)
  -- Warner Music Group ('BB-'; Outlook Stable)

Business Products/Services, Ad Agencies

  -- The Dun and Bradstreet Corporation ('A-'; Outlook Stable)
  -- The Interpublic Group of Companies ('BB+'; Outlook Positive)
  -- The Nielsen Company ('B'; Outlook Stable)
  -- Omnicom ('A-'; Outlook Stable)


LITHIUM TECHNOLOGY: Posts $1.5MM Net Loss for Sept. 30 Quarter
--------------------------------------------------------------
Lithium Technology Corporation reported a net loss of $1,548,000
for the three months ended September 30, 2009, from a net loss of
$2,251,000 for the year ago period.  The Company reported a net
loss of $7,130,000 for the nine months ended September 30, 2009,
from a net loss of $4,073,000 for the year ago period.

Products and services sales were $3,017,000 for the three months
ended September 30, 2009, from $1,306,000 for the year ago period.  
Products and services sales were $6,097,000 for the nine months
ended September 30, 2009, from $3,602,000 for the year ago period.

At September 30, 2009, the Company had $10,547,000 in total assets
against total current liabilities of $12,691,000, and long term
debt of $12,231,000, resulting in stockholders' deficit of
$14,375,000.

Since inception, the Company has incurred substantial operating
losses and expect to incur additional operating losses over the
next several years.  As of September 30, 2009, the Company had an
accumulated deficit of $144,603,000.  The Company has financed
operations since inception primarily through equity financings,
loans from shareholders and other related parties, loans from
silent partners and bank borrowings secured by assets.  

"We have recently entered into a number of financing transactions
and are continuing to seek other financing initiatives.  We will
need to raise additional capital to meet our working capital needs
and to complete our product commercialization process. Such
capital is expected to come from the sale of securities and debt
financing.  No assurances can be given that such financing will be
available in sufficient amounts or at all.  Continuation of our
operations in the future is dependent upon obtaining such further
financing.  These conditions raise substantial doubt about our
ability to continue as a going concern," the Company said.
  
A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4b2b

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation is engaged in continuing contract development and
limited volume production, in both the United States and Germany,
of large format lithium-ion rechargeable batteries used as power
sources in advanced applications in the national security,
transportation and stationary power markets.  The Company has
moved from a development and pilot-line production company to a
small production business with its lithium-ion rechargeable
batteries.  


MAC DOUGALL PROPERTIES: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Mac Dougall Properties LLC
        10786 Chalon Road
        Los Angeles, CA 90077

Bankruptcy Case No.: 09-44186

Chapter 11 Petition Date: December 3, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Blvd 6th Flr
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  Email: michael.berger@bankruptcypower.com

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

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

According to the schedules, the Company has assets of $7,040,500
and total debts of $4,811,808.

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

          http://bankrupt.com/misc/cacb09-44186.pdf

The petition was signed by Douglas B. Himmelfarb, manager of the
Company.


MAJESTIC STAR: Reports Drop in Operating Revenues for September
---------------------------------------------------------------
Post-Tribune says Majestic Star Casino LLC reported net operating
revenues dropped from $74.8 million for the three months ending on
Sept. 2009, to $82.7 million for the same period in 2008, due to
the economic recession and increase competition in markets, which
reduced gambling activity by customers.

The Company also reported a decline of 9.9% in consolidated casino
revenues, from $75.1 million in 2009 to $83.3 million in 2008, the
source notes.  Casino revenues account for 87.5% of the
consolidated gross revenues, the source adds.

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nevada.  It is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Indiana on June 7,
1996.  The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company filed for Chapter 11 bankruptcy protection on
November 23, 2009 (Bankr. D. Delaware Case No. 09-14136).

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company listed
up to $500 million in assets and up to $1 billion in debts.


MANGIA: Files for Chapter 11 Bankruptcy Due to Weak Economy
-----------------------------------------------------------
Lisa Fickenscher at Crain's New York Business says Mangia, which
operates a chain of restaurants, filed for Chapter 11 bankruptcy
blaming weak economy.  The Company expects to find an investors
and reorganize, she notes.

The Company owes $335,708 in back rent to Vornado Realty; 259,918,
The New York State Department of Taxation; and about $10,000,000,
creditors, Ms. Fickenscher says citing papers filed with the
court.


MANITOBA HYDRO: May Go Bankrupt Over Mismanagement Complaint
------------------------------------------------------------
The Globe and Mail reports that Manitoba Hydro is facing
mismanagement allegations that could bankrupt the Company.  The
allegation, at first confidential but is now leaking into public
view, sparked probes from the provincial Auditor-General and the
board responsible for approving electricity rates, The Globe and
Mail says.

According to The Globe and Mail, the complaint was started in
2004, when Hydro lost $436 million that the Company blamed on
major drought.  Manitoba Hydro CEO Bob Brennan, The Globe and Mail
relates, said that the loss was so serious that the Company
initiated a corporate risk analysis to guard against  major
shortfalls in the future, The Globe and Mail states.

Citing sources, The Globe and Mail says that one of the risk
consultants who uncovered alleged miscalculations that were said
to threaten the financial health of the utility and public health
of the province was fired after forwarding an advance copy of the
findings to Mr. Brennan.  "We eventually hired another consultant
to look at the issues.  They confirmed that the way we sold our
power and managed our system were appropriate," the report quoted
Mr. Brennan as saying, even though the the source insists that a
proper probe into the allegations was never conducted because
Hydro didn't request evidence to support the accusations from the
contractor.

The Globe and Mail states that a whistleblower -- a former Hydro
consultant who works for a New York-based risk-management firm --
filed a complaint with the Manitoba Ombudsman in December 2008
outlining allegations that:

     -- the $436-million loss in 2004 due to drought was largely
        avoidable;

     -- the Company had so badly miscalculated its energy supply
        that the province's lights could go off;

     -- annual report filings regarding drought were incorrect;

     -- power export forecasts were overly optimistic;

     -- the utility had lost more than a billion dollars because
        of mismanagement.

The Globe and Mail relates that The Public Utilities Board, the
body responsible for approving electricity rate hikes, also
started getting worried over Hydro's debt-to-equity ratio and
export revenues, until it ordered Hydro to submit a thorough risk
analysis in January 2009.  The PUB, according to The Globe and
Mail, was still waiting for a thorough risk report from Hydro.

The Globe and Mail states that the provincial Auditor-General is
also conducting a probe on the allegations.

According to CBC News, Mr. Brennan said that a report from
research consultants ICF International shows that the allegations
are incorrect.  CBC News then obtained a consultant's document
from McCullough Research on Wednesday that said the ICF report
contains outdated data and was "hastily prepared."

Citing Hydro spokesperson Glenn Schneider, CBC News reports that
the corporation had just received McCullough's report on Wednesday
and wanted time to review it prior to commenting.

Manitoba Hydro is Winnipeg, Manitoba province's biggest Crown
corporation.


MASSEY ENERGY: Caperton Again Asks Court to Review Ruling
---------------------------------------------------------
Mining company owner Hugh Caperton has again appealed a decision
overturning a $50 million verdict against Massey Energy Co. for
helping to drive him out of business, according to Law360.

In April 2008, the TCR reported that the West Virginia Supreme
Court, for the second time, overturned a judgment against Massey
Energy.  The Supreme Court set aside a 2002 ruling by the Circuit
Court in Boone County that awarded $50 million to Harman Mining
Corporation and its president, Hugh Caperton.  Interest charges
added to the award while the case was on appeal had increased
Massey's total potential liability in the case to $76 million.

The case involved a contract dispute between Massey and Harman
Mining Corporation that began in 1997.  Harman filed for
bankruptcy a year later and sued Massey and its affiliates in both
Virginia and West Virginia.  The lawsuits in both states stemmed
from the same contract dispute.

                      About Massey Energy

Headquartered in Richmond, Virginia, Massey Energy Company (NYSE:
MEE) -- http://www.masseyenergyco.com/-- is a coal producer  
with operations in West Virginia, Kentucky and Virginia.

                         *     *     *

In June 2009, Standard & Poor's Ratings Services said that it
revised its outlook on Richmond, Virginia-based Massey Energy Co.
to negative from stable.  At the same time, S&P affirmed its
ratings on the company, including the 'BB-' corporate credit
rating.


MCCLATCHY CO: Fitch Reports Modest & Uneven Outlook for Sector
--------------------------------------------------------------
Despite expectations for a soft macroeconomic environment, Fitch
Ratings' credit outlook for the Media & Entertainment sector for
2010 is stable.  Fitch believes the worst of the advertising
downturn has passed, but the risk of a double-dip recession
remains present going into 2010.  With political and Olympic ads
tightening available ad inventory, Fitch expects ad pricing to
stabilize (flat to plus/minus low single digits) in 2010 against
weak prior-year comparable periods.  

Fitch believes that some mediums will be left behind even in an ad
recovery.  Fitch expects print mediums, namely newspapers, yellow
pages and consumer magazines, to be down again off very easy
comparable periods due to permanent shifts in advertiser sentiment
and excess ad inventory that will plague the industry for years to
come.  Radio is likely to be flat to down slightly; and outdoor,
which typically lags, should begin a slow recovery later in the
year.  Broadcast TV will be an early beneficiary of increased ad
demand with cable nets and large market TV broadcast affiliates
also poised to participate in a potentially modest rebound.  

It is Fitch's view that the economic downturn has begun to reshape
the competitive landscape in favor of financially and
operationally stronger entities.  However, this will be a gradual,
multi-year process and Fitch now anticipates the current glut of
ad inventory (particularly in local markets) to endure the
downturn.  Even though owners of these weaker entities may not
achieve returns that exceed their cost of capital, balance sheets
of weak local players will continue to be restructured, ad
capacity from fringe enterprises like the CW and MyNetwork could
remain in place, new ownership will delay (what Fitch believes to
be) the inevitable failure of certain newspapers and outdoor
displays will remain empty rather than be torn down.  The affect
of this activity will be a degree of pricing and margin pressure
that negatively affects all local ad-market participants (strong
and weak alike) in the near term.

Operational Considerations: Media's Evolution Will Continue But
Mitigants Exist:

  -- Audience fragmentation will persist throughout 2010, but,
     positively, the pace of legitimate new media entrants should
     slow.  Fitch believes the field of legitimate on-line
     platforms is possibly set in video and music.  Fitch does not
     expect new Internet radio platforms to emerge, and the shift
     of eyeballs in video will likely occur to existing players,
     including the conglomerates' own sites.  This will keep
     recent efforts for cross-media measurements at the forefront
     in 2010.  Similarly, the pace of new cable networks should
     slow in 2010.  

Usage of time-shifting will continue to ramp up in 2010.  Fitch
remains cautious regarding the touted benefits (to advertisers) of
DVR usage.  However, it is not illogical to extrapolate results to
date (the fast forwarding of commercials is largely offset by
increased viewing) with an expanding universe of users, and is
already factored into C+3 pricing.  Over the longer-term, Fitch
continues to expect time shifting to be most detrimental to local
broadcast affiliates.

  -- Recognizing that media conglomerates' ratings are anchored by
     their cable networks portfolios, Fitch does not expect
     canceling cable subscriptions and going online only (Cutting
     the Cord) to be a major threat in 2010.  While viewers want
     100% on-demand optionality, Fitch continues to believe they
     also want a back-bone of live TV channel line-ups.

  -- On the surface, the TV Everywhere concept as proposed by
     Comcast and Time Warner appears to be a sound secular risk
     mitigation initiative for all parties.  However, distribution
     companies may face challenges in convincing content companies
     to broadly sign-on.  Some content companies may push for
     incremental pricing on 'authentication' offerings in an
     effort to find revenue growth opportunities and to give
     consumers a larger choice.  Fitch believes any incremental
     pricing that is packaged in a way that gives the content
     companies the ability to reach consumers without the
     distributors runs the risk of having consumers migrate
     towards a la carte viewing habits.

  -- Fitch expects the four major broadcast networks to remain in
     2010.  However, at least one of the four could explore
     becoming a cable network as early as 2011, and Fitch believes
     NBC and ABC are the most logical candidates.  While the
     departure of one of the four networks would be detrimental to
     that affiliate group, it would actually be a material boost
     for the remaining three networks and affiliate groups.  

  -- Increases in movie piracy will exacerbate existing pressure
     on DVD sales from the recession and kiosk pricing.  Websites
     and P2P protocols are now available that allow the streaming
     and illegal sharing of video without onerous download times.  
     Fitch does not expect the theatrical window to be materially
     affected by piracy due to the viewing experience (social,
     quality, etc).  Movie studios will continue to emphasize cost
     controls in an attempt to make the theatrical window less of
     a loss-leader.  The FCC's recent statements on net neutrality
     that specifically exclude illegal activity are a positive
     development for content companies.  Fitch does not expect
     piracy to be a material concern for the TV studios so long as
     incremental pay walls are not erected around TV content.

  -- Proving that what goes up must come down, Fitch expects pay
     walls will be erected and dismantled in 2010 as media
     companies (with print products) experiment with charging
     users for online content and are ultimately disappointed by
     the results.  With the exception of The Wall Street Journal,
     The New York Times, smaller local newspapers (that face less
     fierce cross-media competition) and business to business
     magazines, most media companies have too many competitors in
     their content niche to compel users to pay.  Free competitors
     are likely to capitalize on this de facto audience
     minimization strategy to gain share of viewers, and
     advertisers will be attracted to mediums and outlets that
     deliver scale.  Any attempt to exact price increases on the
     remaining paying users is more likely to accelerate their
     departure toward free alternatives than to offset the ad
     dollars lost from the lower audience base.  Parent companies
     will seek to halt the death spiral by re-opening most of
     their content broadly and dedicating efforts toward enhancing
     the user experience, content delivery/packaging and
     establishing partnerships with complementary content
     providers.  

Despite the aforementioned fragmentation and secular challenges,
the existing major media players will continue to be the largest
aggregators.  This includes the local broadcasters, which are
positioned to gain share from print (albeit, online will capture
large portions).  Additionally, increases in affiliate fees on
cable networks will also continue and should offset weakness in
advertising revenue streams and other businesses (DVD, print).

Capital Deployment: Acquisitions Could Heat Up But May Not
Negatively Affect Credit Profiles:

  -- Enhanced availability of capital has improved liquidity but
     it also presents new risks to bond holders in the form of
     heightened acquisition and buy-back activity.  With
     substantial cash balances and/or capacity at the investment
     grade level, some of the media conglomerates could turn their
     attention towards potential consolidation activity in 2010.  
     While the two remaining U.S. pure-play cable networks
     (Discovery and Scripps) could be attractive to some of the
     bigger media conglomerates, obstacles exist in the form of
     valuations, voting control, and an overall saturation of
     content.  

Film libraries will garner acquisition consideration in 2010,
however, Fitch expects activity could be accommodated within
existing rating categories.  Current pressures in the DVD market
should temper acquisition pricing, as should the recent internal
consolidation of the conglomerates' existing movie studios.  Other
than distribution synergies, Fitch believes there is little that
existing stand-alone movie studios could offer existing
conglomerates to warrant any pricing premiums.

While the continued global build-out of cable networks will keep
TV studios valuable, Fitch does not expect acquisitive activity in
this area as the conglomerates already have the infrastructure in
place to support an increase in production.  Nevertheless, the
build-out of International TV networks and content for those
networks will continue to be a major priority for the media
conglomerates.  Additional international investments for content
will likely continue in a measured way as Fitch has witnessed over
the last few years via joint ventures with local companies.

Fitch expects less money will be spent on defensive acquisitions
(high priced purchases of low/no profit online real estate) in
2010 versus the last few years.  This includes emerging core
competencies such as Internet radio and video web sites.  Fitch
would expect the same for non-core competencies such as social
networking and video gaming, however, Fitch does expect the latter
to continue to be a priority investment for organic cash flow.  

Fitch also expects minimal acquisition activity in traditional
local media in 2010, even in the unforeseen event of regulatory
changes.  The out-of-home sub-segment could garner interest from
potential acquirers, but Fitch would expect most activity to be
small bolt-on transactions.  

In general, Fitch believes large investment grade entities that do
participate in acquisition activity will do so prudently.  
Disney's proposed Marvel purchase and the widely expected
Comcast/NBC Universal transaction demonstrate that conglomerates
have the flexibility to pursue material acquisitions.  Large media
conglomerates have historically considered their credit ratings in
structuring potential transactions.  

  -- Amid the weakest advertising environment in history, credit
     quality for most U.S. media companies has generally held up.  
     In most cases, companies have aggressively restructured fixed
     costs, still generate positive free cash flow and can handle
     their maturity schedules organically.  However, the downturn
     has exhausted room for any acceleration of secular issues
     that will continue to afflict the industry.  It has also
     exhausted room for material debt funded buyback activity,
     although Fitch expects some shareholder friendly activity in
     2010 as management teams become more confident in their
     prospects and liquidity.  

Stable Credit Outlook:

In most cases, Fitch's comfort at existing ratings is supported by
the belief that companies can navigate the competitive dynamics
and that they have a willingness and ability to maintain their
overall credit profiles.  If secular issues accelerated beyond
Fitch's already conservative estimates, Fitch may adjust the
appropriate leverage parameters for a given company at a given
rating category over time.  The credit crisis has reminded boards
and management teams of the benefits of having investment grade
ratings, and Fitch presently anticipates media conglomerates would
strongly consider reducing financial risk commensurate with
increases in operating risk.  For these and other company-specific
reasons Fitch has largely maintained stable credit outlooks on
media conglomerates within the context of a starkly negative
operating environment -- believing that over the intermediate term
these companies have the commitment and capacity to maintain their
ratings.

Diversified Media

  -- CBS Corporation ('BBB'; Outlook Stable)
  -- Cox Enterprises ('BBB'; Outlook Stable)
  -- Discovery Communications LLC ('BBB'; Outlook Stable)
  -- Liberty Media LLC ('BB-'; Outlook Negative)
  -- The McGraw-Hill Companies ('A+'; Outlook Stable)
  -- News Corporation ('BBB'; Outlook Stable)
  -- Thomson Reuters Corporation ('A-'; Outlook Stable)
  -- Time Warner Inc.('BBB'; Outlook Stable)
  -- Viacom, Inc. ('BBB'; Outlook Stable)
  -- The Walt Disney Company ('A'; Outlook Stable)

Publishing, Printing, TV and Radio Broadcasting

  -- Belo ('BB-'; Outlook Negative)
  -- The McClatchy Company ('C'; No Outlook)
  -- R.R. Donnelley & Sons Co. ('BBB'; Outlook Stable)
  -- Univision Communications ('B'; Outlook Stable)

Entertainment - Movie Exhibitors, Music

  -- AMC Entertainment ('B'; Outlook Stable)
  -- Regal Entertainment ('B+'; Outlook Stable)
  -- Warner Music Group ('BB-'; Outlook Stable)

Business Products/Services, Ad Agencies

  -- The Dun and Bradstreet Corporation ('A-'; Outlook Stable)
  -- The Interpublic Group of Companies ('BB+'; Outlook Positive)
  -- The Nielsen Company ('B'; Outlook Stable)
  -- Omnicom ('A-'; Outlook Stable)


MEG ENERGY: S&P Gives Outlook to Stable; Affirms 'BB-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Calgary,
Altberta-based MEG Energy Corp. to stable from negative.  At the
same time, Standard & Poor's affirmed its 'BB-' long-term
corporate credit rating and its 'BB+' first-lien bank rating on
the company.  The recovery rating is unchanged at '1', reflecting
S&P's opinion of a very high (90%-100%) expectation of recovery in
a default scenario.
     
"The outlook revision reflects S&P's belief that the improved oil
price environment, combined with the company's expected ramp-up in
production to commercial levels in 2010, should ensure credit
measures will remain in line with the rating," said Standard &
Poor's credit analyst Jamie Koutsoukis.  "Furthermore, S&P
believes the company has adequate liquidity as it moves toward
design capacity levels, which when reached will generate
sufficient internal cash flow to fund maintenance capital spending
and debt servicing obligations, in addition to some free cash
flow," Ms.  Koutsoukis added.
     
In Standard & Poor's opinion, the ratings on MEG reflect the
company's execution risk of bringing its projects online, S&P's
expectation of negative free cash flow in the medium term as the
company spends to bring additional production online, and the
company's exposure to heavy oil differentials once production
begins.  The above-average reserve life index of MEG's oil sands
leases and the expected stable production profile with negligible
finding costs associated with oil sands extraction somewhat
mitigate these constraints, in S&P's view.  
     
MEG holds a 100% interest in more than 800 square miles of oil
sands leases in the Athabasca region of northern Alberta.  It is
primarily engaged in an oil sands development at its 80-section
Christina Lake Regional project, which is adjacent to Cenovus
Energy Corp.'s (BBB+/Stable/--) Christina Lake project.  MEG
currently has Phase 1 (3,000 barrels per day [bpd]) of the
Christina Lake Regional Project producing, and Phase 2 (cumulative
25,000 bpd) is currently ramping up production.  MEG will develop
its oil sands leases in phases, with plans that could bring
production to 260,000 bpd.  
     
The stable outlook reflects Standard & Poor's expectation that
MEG's Christina Lake project will reach design production rates of
25,000 bpd by the end of 2010.  Once production begins, internally
generated cash flows should sufficiently fund the company's debt
and maintenance capital expenditure commitments associated with
Phase 1 and 2 of the project.  Furthermore, the outlook
incorporates the initial results on Phase 1 and 2 production
performance, which provide a level of confidence that the
Christina Lake project's cost profile and operating performance
will produce positive netbacks at Standard & Poor's US$60 West
Texas Intermediate long-term price assumption.  An outlook
revision to positive would require the company achieving and
sustaining its Phase 2 production targets in 2010 and generating
positive netbacks above the low C$20 per barrel area.  Conversely,
if there are significant delays in the second, 22,000 bpd project
coming online, realized netbacks fall short of expectations, or
the company cannot maintain its financial risk profile as it
proceeds with development, a negative rating action could occur.  


METROPCS WIRELESS: Bank Debt Trades at 7% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which MetroPCS
Communications, Inc., is a borrower traded in the secondary market
at 93.10 cents-on-the-dollar during the week ended Dec. 4, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.05
percentage points from the previous week, The Journal relates.  
The debt matures on Oct. 11, 2013.  The Company pays 225 basis
points above LIBOR to borrow under the loan facility and it
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among the 178 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Dec. 4.

MetroPCS Communications, Inc., is a wireless communications
provider that offers wireless broadband mobile services under the
MetroPCS brand in selected metropolitan areas in the United States
over its own licensed networks or networks of entities, in which
the Company holds a substantial non-controlling ownership
interest.  The Company provides an array of wireless
communications services to its subscribers on a no long-term
contract, paid-in-advance, flat-rate, unlimited usage basis.  As
of Dec. 31, 2008, it had approximately 5.4 million subscribers in
eight states.

MetroPCs carries 'B' issuer credit ratings from Standard & Poor's.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 38% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 62.29
cents-on-the-dollar during the week ended Dec. 4, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.38 percentage points
from the previous week, The Journal relates.  The loan matures
April 8, 2012.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and Standard & Poor's.   The debt is one of the biggest gainers
and losers among the 178 widely quoted syndicated loans, with five
or more bids, in secondary trading in the week ended Dec. 4.

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.

As reported by the Troubled Company Reporter on September 30,
2009, The New York Post, citing multiple sources, said discussions
between debtholders and equity owners on a restructuring of Metro-
Goldwyn-Mayer's massive debt load have begun on a contentious
note, with both sides threatening to force MGM into bankruptcy in
order to gain leverage and extract better terms from the other.

Bloomberg also said that MGM is in talks to skip interest payments
and restructure $3.7 billion in bank loans.  MGM asked creditors
to waive $12 million monthly interest payments until February 15
2010.


MIDDLEBROOK PHARMACEUTICALS: Reduces Staff, Receives Nasdaq Notice
------------------------------------------------------------------
MiddleBrook Pharmaceuticals, Inc. announced a Thursday a reduction
of its field sales force and corporate staff.  Effective
December 4, 2009, MiddleBrook will reduce the number of its sales
managers and field sales representatives by about one-third, to
approximately 145, and its corporate staff by approximately 20
percent.  These changes will allow MiddleBrook to focus its field
sales resources in territories currently generating over 80% of
the prescription volume for MOXATAG(R) (extended-release
amoxicillin) Tablets, 775 mg, preserve financial resources and
potentially reduce the amount needed in a future financing.

After a one-time restructuring charge of approximately $1.9
million, MiddleBrook expects to achieve approximately $19 million
in annualized savings as a result of the reduction announced
today.  The Company now anticipates that its total operating
expenses for 2010 will range between $46 and $51 million, versus
its previous guidance of operating expenses between $65 and $70
million.

On December 1, 2009, MiddleBrook received notice from The Nasdaq
Stock Marketindicating that, for 30 consecutive business days,
MiddleBrook's listed securities did not maintain a minimum bid
price of $1.00 per share as required by Nasdaq Listing Rule
5450(a)(1).

MiddleBrook has 180 days, or until June 1, 2010, to regain listing
compliance with Nasdaq Listing Rule 5450(a)(1), which can be
achieved if MiddleBrook's common stock closes at or above $1.00
per share for a minimum of ten consecutive business days during
this time.  MiddleBrook's common stock will continue to be listed
on The Nasdaq Global Market during this period.

In the event MiddleBrook does not regain compliance prior to
expiration of the grace period, Nasdaq stated MiddleBrook will
receive written notification that its securities are subject to
delisting.  MiddleBrook may, at that time, appeal Nasdaq's
determination to a Nasdaq Hearing Panel.  Such an appeal, if
granted, would stay delisting until a Panel ruling.  
Alternatively, MiddleBrook may choose to apply for transfer to the
Nasdaq Capital Market, provided it satisfies the requirements for
continued listing on that market.

MiddleBrook Pharmaceuticals Reports Inducement Grants Under NASDAQ
Marketplace Rule 4350

MiddleBrook Pharmaceuticals also announced Thursday that on
November 30, 2009, it granted options to purchase a total of
35,000 shares of MiddleBrook's common stock to five (5) new
employees as a material inducement for them to join MiddleBrook.
The options were granted pursuant to NASDAQ Marketplace Rule
4350(i)(1)(A)(iv) and under MiddleBrook's New Hire Stock Incentive
Plan, which was approved by MiddleBrook's Board of Directors on
September 26, 2008 and further ratified by the Company's
Compensation Committee on August 20, 2009.  The options have a per
share exercise price equal to the closing price of MiddleBrook's
common stock on the NASDAQ Global Market on the business day
immediately preceding the grant date, a ten-year term and vesting
over four years, with 25 percent of the options vesting one year
from the grant date and 1/48th of the options vesting monthly
thereafter.  The options have a grant date of November 30, 2009.

                 About MiddleBrook Pharmaceuticals

MiddleBrook Pharmaceuticals, Inc. --
http://www.middlebrookpharma.com/-- is a pharmaceutical company  
focused on developing and commercializing anti-infective products
that fulfill unmet medical needs.  MiddleBrook's proprietary
delivery technology--PULSYS--enables the pulsatile delivery, or
delivery in rapid bursts, of certain drugs.  MiddleBrook's
near-term corporate strategy includes improving dosing regimens
and/or reducing frequency of dosing to enhance patient dosing
convenience and compliance for antibiotics that have been used and
trusted by physicians and patients for decades.  MiddleBrook
currently markets KEFLEX, the immediate-release brand of
cephalexin, and MOXATAG--the first and only FDA-approved once-
daily amoxicillin.


MILACRON LLC: 400 Ferromatik Workers Affected by Job Cut Plan
-------------------------------------------------------------
Plastic News says Milacron LLC's subsidiary in Germany, Ferromatik
Milacron, plans to cut jobs in response to a 50% drop in orders
this year, saying job cuts are one of the cost-cutting measures
under consideration.  Milacron's German unit has 400 workers, the
source notes.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

Milacron Inc. asked the Bankruptcy Court to change its name to MI
2009 Inc. following the Court-sanctioned sale of its assets to an
investor group.


MILE MARKER: Note Holders Agree to Exchange and Extend Debt
-----------------------------------------------------------
Mile Marker International, Inc. reported that it had completed the
exchange and extension of both series of its notes totaling
$2,727,621 in principal amount.

The Company announced Thursday the completion of successful
negotiations to refinance its 15% Senior Unsecured Subordinated
Convertible Notes, aggregating $2,243,823 in principal amount,
which matured on June 1, 2009 and were in default.  All note
holders agreed to exchange and extend this debt to May 1, 2010.  
As a result of the previously executed Interest Payment and Waiver
agreements, dated August 3, 2009, an additional $58,799, which was
accrued and unpaid interest, was added to the principal of the
Senior Notes.  The total principal amount of the Senior Notes
currently outstanding is $2,302,621.

In addition, the Company refinanced $425,000 of its Unsecured
Subordinated Convertible Notes, which mature on December 26, 2009,
into new Junior Notes that will mature on June 30, 2010.  One
small note holder of $25,000, representing less than one percent
of the Company's total notes, did not exchange.

Other significant terms of the exchange agreement include the
reduction of the interest rate on the Senior Notes from 15% to
11%, and for both the Senior and Junior Notes, the conversion
feature is revised to allow 100% of principal to convert into
shares of Company common stock and will alter the conversion price
to $0.04 per share (four US cents per share).  The Company agreed
to make its immediate and best efforts to increase its available
share reserve to cover all the shares of Common Stock issuable
upon conversion of the Senior and Junior Notes.  The Company has
agreed to grant a Board of Directors seat to holders of the Senior
Notes, at the holders' request.  The transaction and all terms
were approved by the Company's senior asset-backed lender,
Presidential Financial Corporation.

The Company's President and Chief Executive Officer, Leslie Aho
stated: "This was not an easy task to negotiate with a series of
Note holders whose debt was in default.  We are pleased that the
Senior Note holders have agreed to a lower interest rate and that
both series of notes have agreed to give us further extension on
their debt's maturity.  These changes will ease the Company's debt
burden in the short term and make available additional cash for
use in its core operations.  This extension provides Mile Marker
the opportunity to take advantage of its successful restructuring
including downsizing to align sales with costs, selling its
Chinese subsidiary, paying down its line of credit loan and
introducing new products.  The company is now in a position to
weather the market downturn and to be poised for success when the
market recovers.

Philadelphia Brokerage Corporation acted as financial advisor to
the Company.

Mile Marker International, Inc., through its wholly owned
operating subsidiaries, Mile Marker Inc., Mile Marker West, Inc.
and Mile Marker Automotive Electronics (ShenZhen), Ltd, --
http://www.milemarker.com/-- is a distributor of a line of  
hydraulic winches used by the United States Military, owners of
sport utility vehicles and light trucks, and special hubs, which
are components in four-wheel drive automobile transmission
systems.  The Company is a supplier of Wheel Locking Hubs, as well
as other accessory items.  During the year ended December 31,
2007, the Company began manufacturing computerized electric
winches with variable speed at its China factory that will retro-
fit all terrain vehicles (ATVs) to sport utility vehicles (SUVs)
and light trucks.  The Company's customer base is located
throughout the United States and other foreign countries.  During
2007, two of the Company's customers accounted for more than 10%
of the Company's total sales.


MOSAIC MEDIA: ING Seeks to Sell EUR23MM Senior Debt
---------------------------------------------------
ING, which holds Mosaic Media's EUR23 million in senior debt,  is
looking for an exit and requires non-binding indications of
interest from interested parties before December 10.  There may be
the opportunity to acquire ING's secured debt position at a
discount and obtain ownership of the Company in a structured
transaction.

Mosaic Media, located in London, England, and Burbank, California,
delivers state of the art global data management, repurposing and
delivery platforms for film and television production and
distribution.

Mosaic Media's London business, ITFC, is a traditional film
storage unit that has recently expanded to support the
accumulation and processing of program material for broadcast on
ITC, the UK's largest commercial broadcaster.  ITFC is expected to
generate revenues of
$20 million and EBITDA of $6.5 million in 2009.  CAPEX to sustain
this level of EBITDA is approximately $400,000 per year.  Revenue
declined in 2008 as a result of the discontinuation of a pass-
through arrangement between ITC and ITFC at the beginning of 2008.

eMediaSydstems, LLC, the Company's Burbank, California-based
software-development operation, is comprised of a highly
specialized world-class software development team from Lockheed-
Martin Corp and has completed the development of a revolutionary
DME product.  The Company invested $23.3 million and three years
into the development of this platform and has created an industry-
leading technology and a purpose-built facility ready to be
deployed on a major level in the marketplace today.

In 2009, in an effort to decrease overhead and maximize
profitability, the Company took several business improvement
actions including reducing the size of the labor force,
solidifying customer contracts through establishing long-term
relationships and eliminating certain pass-through accounting
activities which resulted in a one time-time revenue adjustment
and cleaner financial reporting, with a 4% increase in year-on-
year revenue.

ITFC is a stable platform in a key market (the UK, which is the
second largest market after the United States for media services
and is the hub for European film and entertainment activities).  
ITFC has proven its ability to grow while diversifying its
platform and significantly expand EBITDA margins at the same time.  
ITFC is in the process of deploying the DME platform in its
facilities to expand services and market share.

Mosaic Media is fully ready to deploy the technology at the
conclusion of the refinancing or sale.

To receive more information and to request a confidentiality
agreement regarding this opportunity, contact
NachmanHaysBrownstien Inc., the sale advisor to the Company at:

     Ted Gavin, CTP
     Principal
     919 Market Street, Suite 1410
     Wilmington, DE 19801
     Phone: (302) 655-8997
     Cell: (484) 432-3430
     E-mail: tgavin@nhbteam.com

     Gary Adelson
     Managing Director
     100 Wilshire Boulevard, Suite 1830
     Santa Monica, CA 90401
     Phone: 310-566-5972
     Cell: 401-562-6064
     E-mail:gadelson@nhbteam.com


MUZAK HOLDINGS: Confirmation Hearing Set for January 12
-------------------------------------------------------
On November 2, 2009, the United States Bankruptcy Court for the
District of Delaware entered an order approving the Second
Modified Disclosure Statement filed by Muzak Holdings LLC and its
debtor-affiliates to explain its Second Modified Joint Plan of
Reorganization.  Copies of the Plan, the Disclosure Statement, a
Plan Supplement, and the Disclosure Statement Order and other
materials, except Ballots and Master Ballots, may be obtained from
the Debtors' restructuring Web site at
http://chapter11.epiqsystems.com/muzak

A hearing to consider confirmation of the Plan will commence on
January 12, 2010, at 1:30 p.m., Prevailing Eastern Time, before
the Honorable Kevin J. Carey in Wilmington, Del.  The Confirmation
Hearing may be continued from time to time by announcing such
continuance in open court or otherwise, without further notice to
parties in interest.  The Bankruptcy Court, in its discretion and
prior to the Confirmation Hearing, may put in place additional
procedures governing the Confirmation Hearing.

The Bankruptcy Court has established January 5, 2010, at 12:00
p.m., Prevailing Eastern Time, as the last date and time for
filing and serving objections to the confirmation of the Plan.  
Objections to the confirmation of the Plan, if any, must (a) be in
writing; (b) state with particularity the grounds for such
objection; (c) state the name and address of the objecting party
and the nature of the claim or interest of such party; (d) conform
to the Federal Rules of Bankruptcy Procedure and the Local Rules;
and (e) be filed with the Bankruptcy Court and served on:

    Co-Counsel to the Debtors:

         Edward O. Sassower, Esq.
         Joshua A. Sussberg, Esq.
         KIRKLAND & ELLIS LLP
         601 Lexington Avenue
         New York, NY 10022-4611

              - and -

         Domenic E. Pacitti, Esq.
         Michael W. Yurkewicz, Esq.
         KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP
         919 Market Street, Suite 1000
         Wilmington, DE 19801-3062

    Co-Counsel to the Committee:

         James R. Savin, Esq.
         David M. Dunn, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         Robert S. Strauss Building
         1333 New Hampshire Avenue, N.W.
         Washington, DC 20036-1564

              - and -

         Eric Lopez Schnabel, Esq.
         Robert W. Mallard, Esq.
         DORSEY & WHITNEY LLP
         1105 North Market Street, Suite 1600
         Wilmington, DE 19801

    Co-Counsel to Silver Point Capital Advisors, LLC:

         Paul Shalhoub, Esq.
         Robin Spigel, Esq.
         WILLKIE FARR & GALLAGHER LLP
         787 Seventh Avenue
         New York, NY 10019

              - and -

         Robert S. Brady, Esq.
         Matthew B. Lunn, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR LLP
         The Brandywine Building
         1000 West Street, 17th Floor
         Wilmington, DE 19801

    Co-Counsel to the Ad Hoc Consortium of Non-Silver Point
Holders of Senior Notes:

         William R. Baldiga, Esq.
         Andrew M. Sroka, Esq.
         BROWN RUDNICK LLP
         One Financial Center
         Boston, MA 02111

         Mark Minuti, Esq.
         SAUL EWING LLP
         222 Delaware Avenue, Suite 1200
         P.O. Box 1266
         Wilmington, DE 19899

    Co-Counsel to the Steering Committee of Senior Secured
Lenders:

         Andrew J. Gallo, Esq.
         BINGHAM MCCUTCHEN LLP
         One Federal Street
         Boston, MA 02110-1726

              - and -

         Kurt F. Gwynne, Esq.
         REED SMITH LLP
         1201 Market Street, Suite 1500
         Wilmington, DE 19801

    Counsel to the Prepetition Administrative Agent:

         Jonathan Thalheimer, Esq.
         MCGUIRE, CRADDOCK & STROTHER, P.C.
         500 North Akard, Suite 3550
         Dallas, Texas 75201

    Counsel to the IPMA:

         John E. Jureller, Jr.
         KLESTADT & WINTERS, LLP
         292 Madison Avenue, 17th Floor
         New York, NY 10017

    the Office of the United States Trustee and the Internal
Revenue Service.

October 20, 2009, is the record date (the "Voting Record Date")
for purposes of determining which parties are entitled to vote on
the Plan.  January 5, 2010 at 12:00 p.m. Prevailing Eastern Time
is the voting deadline.

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  Muzak's petition listed assets
of $324 million against debt of $465 million, including
$101 million owed on a senior secured credit facility,
$220 million in senior notes and $115 million in subordinated
notes.


NATHAN THOMAS HERREN: Case Summary & Creditors List
---------------------------------------------------
Joint Debtors: Nathan Thomas Herren
                 dba Herren Excavating
               Kimberly Darlene Herren
               35350 Olathe Drive
               Lebanon, MO 65536

Bankruptcy Case No.: 09-62755

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Debtor's Counsel: J. Kevin Checkett, Esq.
                  Checkett & Pauly
                  P.O. Box 409
                  Carthage, MO 64836
                  Tel: (417) 358-4049
                  Fax: (417) 358-6341
                  Email: maw@cp-law.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 9 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/mowb09-62755.pdf

The petition was signed by the Joint Debtors.


NEW ENGLAND PELLET: Veil-Piercing Suit Transferred to D. Conn.
--------------------------------------------------------------
WestLaw reports that veil-piercing claims that a plaintiff
asserted against a bankrupt limited liability company's members,
seeking to hold the members liable on the same claims which the
plaintiff was asserting against the company itself, and over which
the court had "related to" jurisdiction, also came within the
"related to" jurisdiction of the court, as derivative claims on
which the plaintiff could prevail only if it first succeeded in
establishing the debtor-LLC's liability to it.  It did not matter
that, if the plaintiff succeeded in piercing the veil that
separated the LLC from its members, the claims would be paid by
the members rather than from assets of the estate.  New England
Wood Pellet, LLC v. New England Pellet, LLC, --- B.R. ----, 2009
WL 3520859, 2009 DNH 165 (D. N.H.) (LaPlante, J.).

New England Pellett, LLC, a distributor of wood pellets for
burning in wood stoves and the like as a source of heat
manufactured by New England Wood Pellet, LLC, filed for Chapter 11
bankruptcy protection on Jan. 8, 2009 (Bankr. D. Conn. Case No.
09-20030).  That Chapter 11 proceeding converted to a Chapter 7
liquidation in 2009.

New England Pellett, LLC, and its owners removed the underlying
breach of contract and veil-piercing litigation from Cheshire
County Superior Court to federal court (D. N.H. Civ. No. 09-cv-
123).  New England Wood Pellet, LLC, wanted the dispute resolved
in state court.  Judge LaPlante says that Federal Court is the
appropriate forum in which to resolve the dispute, and directs the
transfer of the case from the District of New Hampshire to the
District of Connecticut.


NEXCEN BRANDS: Shareholders Elect 5 Directors, Appoint KPMG
-----------------------------------------------------------
NexCen Brands, Inc., on December 1, 2009, held its Annual Meeting
of Stockholders, at which two proposals were presented to the
Company's stockholders for consideration.  The two matters
presented for consideration were: (1) the election of five
directors to hold office until the 2010 Annual Meeting of
Stockholders or until their successors are elected and qualified
and (2) a proposal to ratify the appointment of KPMG LLP as the
Company's independent registered public accounting firm for the
fiscal year ending December 31, 2009.  The number of issued and
outstanding shares of common stock of the Company as of October 6,
2009, the record date established by the board of directors for
determining stockholder eligibility to vote at the Annual Meeting,
was approximately 56,951,730.  Belinda Massafra, the Company's
independent inspector of election at the Annual Meeting, has
certified the voting results.  There were personally or by proxy
at the Annual Meeting stockholders holding an aggregate of
38,222,240 shares of common stock of the Company, representing
approximately 67% of the total shares eligible to vote.  

The nominees for election to the board of directors were elected
by the stockholders -- David S. Oros; James T. Brady; Paul Caine;
Edward J. Mathias; and George P. Stamas.

The proposal to ratify the appointment of KPMG LLP as the
Company's independent registered public accounting firm for the
fiscal year ending December 31, 2009, was approved by the
stockholders.

                        3rd Quarter Results

NexCen Brands last month filed financial reports on Form 10-Q for
the quarter ended September 30, 2009.  The September 10-Q was
filed November 16, 11 days after the June 10-Q report was filed.

NexCen Brands reported a net loss of $1,013,000 for the September
30, 2009 quarter from a net loss of $38,354,000 for the year ago
period.  The Company posted a net loss of $2,294,000 for the nine
months ended September 30, 2009, from a net loss of $239,508,000
for the year ago period.

Total revenues for the September 30, 2009 quarter were $10,827,000
from $12,164,000 for the year ago period.  Total revenues for the
nine months ended September 30, 2009, were $34,568,000 from
$34,313,000 for the year ago period.

At September 30, 2009, the Company had total assets of
$103,027,000 against total liabilities of $151,536,000, resulting
in stockholders' deficit of $48,509,000.  At September 30, 2009,
the Company's accumulated deficit was $2,732,199,000.

"Our financial condition and liquidity raise substantial doubt
about our ability to continue as a going concern," according to
the Company.  "We are highly leveraged; we have no additional
borrowing capacity under our credit facility; and the [Credit
Facility with BTMU Capital Corporation] imposes restrictions on
our ability to freely access the capital markets.  In addition,
the BTMUCC Credit Facility imposes various restrictions on our use
of cash generated by operations."

According to the Company, certain non-ordinary course expenses and
expenses beyond a certain total annual limit (which limit does not
apply to cost of goods for its manufacturing facility) are not
permitted to be paid out of cash generated from operations, but
instead must be paid out of cash on hand.

The Company said its current projections indicate that -- although
cash generated from operations will provide it with sufficient
liquidity to meet debt service obligations for at least the next
12 months -- it will exceed the total annual expense limit for
2009 in December prior to year end.

"Once we exceed the limit, we will not be able to use the cash in
the lockbox accounts to pay expenses other than cost of goods for
our manufacturing facility. Instead, we must use our cash on hand
until the expense limit resets in January 2010. We are in
discussions with BTMUCC to increase the annual expense limit.
However, if our lender declines to do so, we may be required to
defer payment of some 2009 expenses until the expense limit resets
in January 2010, defer, reduce or eliminate certain expenditures
going forward, and/or use some or all of our available cash on
hand to cover expenses, any or all of which may negatively impact
our operations," the Company said.  "In addition, if we ultimately
are not able to pay our debt service obligations and our necessary
operating expenses, we would seek to restructure or refinance our
debt, but there can be no guarantee that BTMUCC would agree to any
further restructuring or refinancing plans."

A copy of the September 2009 quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4b1c

A copy of the September 2009 earnings release is available at no
charge at http://ResearchArchives.com/t/s?4b1d

                        About NexCen Brands

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a
strategic brand management company with a focus on franchising.
It owns a portfolio of franchise brands that includes two retail
franchise concepts: TAF(TM) and Shoebox New York(R) as well as
five quick service restaurant franchise concepts: Great American
Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R),
Pretzelmaker(R) and Pretzel Time(R).  The brands are managed by
NexCen Franchise Management, Inc., a subsidiary of NexCen Brands.


NORCRAFT COMPANIES: Moody's Cuts Rating on Senior Notes to 'B2'
---------------------------------------------------------------
Moody's Investors Service lowered the rating of the proposed 10.5%
second priority senior secured notes due 2015 issued by Norcraft
Companies, L.P., to B2 from B1 and its 9.0% senior subordinated
notes due 2011 to Caa1 from B3.  In a related rating action
Moody's affirmed Norcraft Holdings, L.P.'s Corporate Family Rating
and Probability of Default Rating at B2 and its 9.75% senior
unsecured discount notes due 2012 at Caa1.  The outlook is stable.  

The downgrades of the proposed 10.5% senior secured notes due 2015
and the 9.0% senior subordinated notes due 2011 result from
revised expectations regarding the loss given default assessments
for these debt instruments.  Norcraft Companies, L.P. has
increased the size of its proposed senior secured notes offering
by $30 million to $180 million, while Norcraft Holdings, L.P. is
increasing the tender offer for its 9.75% senior unsecured
discount notes due 2012 by $29.3 million to $64.3 million.  While
Moody's recognizes the changes in the overall capital structure as
credit positives, the lesser amount of more junior claims in the
waterfall acts to increase the loss given default assessment of
the 10.5% senior secured notes due 2015 and 9.0% senior
subordinated notes due 2011, resulting ratings pressures.  The
rating of the 9.0% subordinated notes will be withdrawn when all
of these notes are redeemed.  

Norcraft Holdings, L.P.'s B2 Corporate Family Rating incorporates
Moody's view that Norcraft will be impacted by uncertainties in
new home construction and residential repair and remodeling end
markets, the main drivers of its revenues.  Additionally, the
rating also reflects weak credit metrics over the near term.  
However, Moody's recognizes the company's solid operating margins
and its sound business model as a provider of cabinets across all
price points.  

These ratings/assessments were affected by this action:

Norcraft Holdings, L.P.

  -- Corporate Family Rating affirmed at B2;

  -- Probability of Default Rating affirmed at B2;

  -- 9.75% senior unsecured discount notes due 2012 affirmed at
     Caa1, but its loss given default assessment is changed to
     (LGD6, 91%) from (LGD5, 87%).  

Norcraft Companies, L.P.

  -- 10.5% second priority senior secured notes due 2015 lowered
     to B2 (LGD3, 44%) from B1 (LGD3, 38%);

  -- 9.0% senior subordinated notes due 2011 lowered to Caa1
     (LGD5, 84%) from B3 (LGD5, 73%).  

The last rating action was on December 1, 2009 at which time
Moody's affirmed the B2 Corporate Family Rating and changed the
outlook to stable.  

Norcraft Holdings, L.P., headquartered in Eagan, Minnesota, is a
manufacturer and assembler of finished kitchen and bathroom
cabinetry in the United States.  Revenues for the last twelve
months through September 30, 2009, totaled $253.6 million.  


NORTEL NETWORKS: Has Escrow Pact with JPM on Ericsson Sale
----------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors sought and
obtained Court approval of an escrow agreement, authorizing them
to deposit in an escrow account the payment made from the sale of
their core wireless assets to Telefonaktiebolaget LM Ericsson.

Nortel inked the agreement with JPMorgan Chase Bank N.A., which
will serve as the escrow agent, and several other parties in
connection with the sale of their Code Division Multiple Access
(CDMA) business and Long Term Evolution (LTE) access assets to
Sweden-based Ericsson.

Ericsson was selected as the winning bidder at the July 24, 2009
auction after it offered to purchase the wireless assets for
$1.13 billion, outbidding Nokia Siemens Networks' $1.032 billion
offer.

The key terms of the Escrow Agreement are:

  (1) Nortel will jointly nominate, constitute and appoint
      JPMorgan to hold the escrow funds in an escrow account.

  (2) JPMorgan agrees that deposits to, and disbursements from,
      the escrow account or the related applicable portions,
      will only be made in accordance with the terms and
      conditions of the Escrow Agreement.

  (3) Funds will be deposited in an escrow account in this
      manner:

         * At the closing, Nortel Networks Corp. Nortel Networks
           Ltd. and NNI will instruct Ericsson to deposit $50
           million to an interest bearing account with JPMorgan.

         * At the closing, NNI will deposit $22.5 million, which
           represents the aggregate reimbursement to NNI and NNL
           of the termination fee and expense reimbursement
           previously paid to Nokia Siemens Networks B.V., to
           the escrow account.

         * After the closing, NNC, NNL and NNI will instruct the
           buyer to deposit any purchase price adjustments with
           JPMorgan in the escrow account.

  (4) Until otherwise jointly directed by the Nortel units,
      JPMorgan will invest the escrow funds in so-called
      "permitted investments."

  (5) JPMorgan has the right to liquidate investments as
      necessary to distribute escrow funds pursuant to the
      Escrow Agreement.

  (6) Until the termination of the escrow established pursuant
      to the Escrow Agreement, JPMorgan will hold the escrow
      funds and not disburse any amounts from the escrow account
      except in accordance with the terms and conditions of the
      Escrow Agreement.

  (7) The Escrow Agreement will terminate upon the distribution
      of all escrow funds, subject to the survival of provisions
      which expressly survive the termination of the Escrow
      Agreement.

A full-text copy of the Escrow Agreement is available without
charge at http://bankrupt.com/misc/Nortel_EscrowAgmtJPMorgan.pdf

NNI's Canada-based affiliate, Nortel Networks Corp., also sought
and obtained an order from the Ontario Superior Court of Justice
approving the Escrow Agreement.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--  
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Has Escrow Pact with JPM on Carrier Biz Sale
-------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve an
escrow agreement with JPMorgan Chase Bank N.A.

The companies reached the agreement with JPMorgan, which will
serve as the escrow agent, and several other parties in
connection with the sale of their Carrier Networks business
associated with the development of Next Generation Packet Core
network components.

The Escrow Agreement authorizes Nortel to deposit into an escrow
account the payment made by Hitachi Ltd., the winning bidder for
the assets, pending its final allocation.  The salient terms of
the agreement are:

  (1) The Nortel companies will jointly nominate, constitute and
      appoint JPMorgan to hold the escrow funds in an escrow
      account.

  (2) JPMorgan agrees that deposits to and disbursements from
      the escrow account or applicable portions thereof, will
      only be made in accordance with the terms and conditions
      of the Escrow Agreement.

  (3) Funds will be deposited in an escrow account as follows:

      * At the closing, NNI and Nortel Networks Ltd. will
        instruct Hitachi to deposit the purchase price in an
        account established with the escrow agent.

      * At the closing, NNI will put the "good faith deposit"
        with JPMorgan in immediately available funds in the
        escrow account.

  (4) Until otherwise jointly directed by the Nortel units,
      JPMorgan will invest the escrow funds in so-called
      "permitted investments."

  (5) JPMorgan has the right to liquidate investments as
      necessary to distribute escrow funds pursuant to the
      Escrow Agreement.

  (6) Until the termination of the escrow established pursuant
      to the Escrow Agreement, JPMorgan will hold the escrow
      funds and not disburse any amounts from the escrow account
      except in accordance with the terms and conditions of the
      agreement.

  (7) The Escrow Agreement will terminate upon the distribution
      of all escrow funds, subject to the survival of provisions
      which expressly survive the termination of the Escrow
      Agreement.

A full-text copy of the Escrow Agreement is available without
charge at http://bankrupt.com/misc/Nortel_EscrowAgmtJPMorgan2.pdf

The Court will hold a hearing on December 2, 2009, to consider
approval of the Escrow Agreement.  Creditors and other concerned
parties have until December 1, 2009, to file their objections.

Canada-based Nortel Networks Corporation and its four affiliates
also filed a motion in the Ontario Superior Court of Justice to
approve the Escrow Agreement.  The Canadian Court has not yet
issued an order approving the agreement.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--  
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Proposes to Amend Lease With IPC Metrocenter
-------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve a lease
modification agreement with IPC Metrocenter LLC.

IPC MetroCenter, as successor-in-interest to USAA Real Estate
Company and landlord, and NNI, as tenant, are parties to a
Commercial Office Lease originally dated February 2003, as
amended, pursuant to which NNI leases from IPC MetroCenter a
32,162 sq. ft. space known as Suite 300 of the Plaza 1
MetroCenter building at 220 Athens Way, in Nashville, Tennesse.

The Lease Modification Agreement provides for the amendment of
the terms of the Suite 300 Lease through November 30, 2011, and
would allow the Debtors to occupy a smaller space to serve as
their commercial office.

A full-text copy of the Lease Modification Agreement is available
without charge at http://bankrupt.com/misc/Nortel_AmLeaseIPC.pdf

The Debtors also seek the Court's authority to assume the Suite
300 Lease, as amended by the Lease Modification Agreement.

The Court will hold a hearing on December 15, 2009, to consider
approval of the Lease Modification Agreement.  Creditors and
other concerned parties have until December 8, 2009, to file
their objections.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--  
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Presents Settlement of Flextronics Claims
----------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors seek U.S.
Bankruptcy Court approval of a settlement of claims with two of
their major suppliers, Flextronics Corp. and Flextronics Telecom
Systems Ltd.

The Debtors entered into the Settlement with Flextronics in light
of the ongoing and future sales of their assets, which include
their enterprise solutions, optical networking and carrier
ethernet businesses.

The Settlement resolves some of the claims held by the Debtors
and Flextronics in connection with the asset sales, including
pre-bankruptcy claims related to open accounts receivable.  The
Settlement is formalized in a 66-page agreement dated Nov. 20,
2009, a full-text copy of which is available for free at:

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

The salient terms of the parties' Settlement Agreement include a
payment by Nortel in consideration for Flextronics' obligations
under the agreement, and the full and final settlement of (i)
Flextronics' claims against the Debtors and their affiliates,
including postpetition contractual claims, and (ii) all of the
parties' pre-bankruptcy claims.  It also includes a resolution of
additional disputed accounts receivable owed by Flextronics to
Nortel.

The other key terms and conditions of the Settlement Agreement
are:

  (1) The payments to be made by Nortel will constitute an
      administrative expense claim against NNI in its chapter 11
      proceeding.

  (2) Flextronics' and Nortel's postpetition accounts receivable
      and payable will be resolved and paid in the ordinary
      course of business.

  (3) Flextronics will cooperate with Nortel and the purchasers
      of Nortel assets in pending and future divestitures.

  (4) Nortel and Flextronics will exchange mutual releases of
      prepetition amounts they may have against each other,
      including a release by the Debtors of claims arising under
      Chapter 5 of the Bankruptcy Code, subject to certain
      conditions.

In connection with the Settlement, the Debtors also ask the Court
to approve another agreement that would govern the initial
funding of Nortel's payment obligation under the Settlement
Agreement and allocation of the settlement cost.  A full-text
copy of the agreement is available without charge at:

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

Moreover, the Debtors seek to file under seal certain portions of
the agreements on grounds that they contain "sensitive commercial
information."

The Court will hold a hearing on December 2, 2009, to consider
approval of the Debtors' requests.  Creditors and other concerned
parties have until December 1, 2009, to file their objections.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--  
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEK HOLDINGS: Court Confirms Prepackaged Reorganization Plan
---------------------------------------------------------------
NTK Holdings, Inc., Nortek Holdings, Inc., Nortek, Inc., and
Nortek's domestic subsidiaries disclosed that the United States
Bankruptcy Court for the District of Delaware has confirmed the
Company's prepackaged plans of reorganization.  Nortek expects to
emerge from bankruptcy as a reorganized company as expeditiously
as possible.

The Bankruptcy Court's plan confirmation, which was granted by
Judge Kevin J. Carey, follows previous approval of a number of
motions by the Debtors requesting permission to pay trade
creditors any balances that were incurred prior to the Debtors'
Chapter 11 filings on October 21, 2009; pay all salaries and wages
to employees; honor all customer programs and product warranties;
and continue to use cash on hand for general business operations.

Richard L. Bready, Chairman and Chief Executive Officer, said,
"Approval from the court is a major milestone in our
reorganization process.  We appreciate the cooperation we have
received from our employees, customers, suppliers, business
partners, and bondholders, whose collective support helped us
navigate this complex process."

As stated previously, Nortek has a commitment for a $250 million
asset-backed credit facility which will be available for general
business operations when the Debtors emerge from bankruptcy.

                         About Nortek

Nortek (through its subsidiaries) is a leading diversified global
manufacturer of innovative, branded residential and commercial
ventilation, HVAC and home technology convenience and security
products.  Nortek offers 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.


NOVELIS INC: Bank Debt Trades at 11% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Novelis, Inc., is
a borrower traded in the secondary market at 89.25 cents-on-the-
dollar during the week ended Dec. 4, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.59 percentage points
from the previous week, The Journal relates.  The loan matures on
July 6, 2014.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
while it carries Standard & Poor's BB- rating.  The debt is one of
the biggest gainers and losers among the 178 widely quoted
syndicated loans, with five or more bids, in secondary trading in
the week ended Dec. 4.

As reported by the Troubled Company Reporter on Nov. 19, 2009,
Moody's changed the outlook for Novelis, Inc., and Novelis
Corporation to stable from negative.  The speculative grade
liquidity rating of Novelis, Inc., was also upgraded to SGL-2 from
SGL-3.  At the same time, Moody's affirmed Novelis Inc's B2
corporate family rating, its B2 probability of default rating, the
Ba3 rating on its senior secured term loan, and the Caa1 senior
unsecured notes rating.  The Ba3 rating on Novelis Corporation's
senior secured term loan was also affirmed.

The change in outlook to stable reflects Moody's expectation that
Novelis will continue to show improvement in its earnings and cash
flow generation given the renegotiation of all of its can sheet
contracts, cost cutting efforts and the run off of virtually all
its hedge loss position.  The outlook anticipates that the company
will continue to focus on cash generation and liquidity and that
its performance will continue to benefit from the more robust
conditions in its can sheet business, which accounts for roughly
50% to 60% of sales.  Although Moody's does not expect that the
company will meaningfully reduce absolute debt levels over the
next twelve to fifteen months, the outlook reflects Moody's belief
that debt protection coverage ratios will continue to strengthen
as the company returns to a sustainable level of profitability.

Moody's last rating action on Novelis was Aug. 5, 2009, when the
company's senior unsecured ratings were downgraded to Caa1 from
B3.

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products.  For the twelve months ended
Sept. 30, 2009, the company had total shipments of approximately
2,725 kilotonnes and generated $8.2 billion in revenues.


NTK HOLDINGS: Payment for Employee Claims Capped at $33 Million
---------------------------------------------------------------
On a final basis, the Bankruptcy Court authorizes, but not
requires, NTK Holdings Inc. and its units to satisfy all
prepetition employee obligations without further Order of the
Court, and in accordance with the Debtors' stated policies,
including all obligations with respect to (i) salary, wages and
the Commission and Incentive Obligations, (ii) garnishments, (iii)
payroll taxes, (iv) reimbursement expenses, (v) health and welfare
benefit plans, (vi) severance programs, (vii) retirement savings
plans, and (viii) all obligations, nunc pro tunc to the Petition
Date.

Payments made to the Debtors' Employees pursuant to the Order
will not exceed the sum of $33,000,000 in the aggregate without
further Order of the Court.

The Debtors' banks or other financial institutions are authorized
and directed to process, honor, and pay any checks drawn or
electronic funds transfers requested on the Debtors' account to
pay the Employee Obligations, and the costs and expenses, whether
those checks or electronic funds transfer requests were presented
prior to or after the Petition Date.

In the event that the Prepackaged Joint Plan of Reorganization is
not confirmed or effective by January 7, 2010, the Motion, as it
pertains to payments to be made after January 7, 2010, may be
reconsidered on date and time mutually agreed between the Office
of the United States Trustee and the Debtors.

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and  Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Payables Payments Capped at $108.4 Million
--------------------------------------------------------
The Bankruptcy Court, on a final basis, authorizes, but not
directs, NTK Holdings Inc. and its units to pay the liquidated,
non-contingent, and undisputed prepetition amounts owed to
Prepetition Creditors on account of the Payable Claims consistent
with the terms of the obligations existing on the date of the
Petition Date.

Payments made to the Debtors' Prepetition Creditors pursuant to
the Order will not exceed $108,400,000 in the aggregate without
further order of the Court; provided, however, that intercompany
payments among Debtors will not be counted against the cap.

The Debtors' banks or other financial institutions are authorized
and directed to process, honor, and pay any checks drawn or
electronic funds transfers requested on the Debtors' account to
pay the Payable Claims, and the costs and expenses incident
thereto, whether those checks or electronic funds transfer
requests were presented prior to or after the Petition Date.

In the ordinary course of their businesses, the Debtors incur
numerous obligations to vendors that provide vital supplies and
services necessary to the Debtors' production and maintenance
processes, telecommunications services, utility services,
professional services, shipping services, equipment and other
goods and services necessary to operate the Debtors' businesses.

Included in the Payables Claims are obligations that the Debtors
also incur, in the ordinary course of their businesses, to third-
party non-employee independent sales representatives who are
responsible for marketing and selling products manufactured by
certain segments of the Debtors' businesses, like the Commercial
Air Conditioning and Heating Products, the Home Technology
Products, and the Residential Air Conditioning and Heating
Products segment.

Additionally, the Payables Claims include obligations that the
Debtors incur, in the ordinary course of their businesses, in
respect of programs whereby the Debtors pay companies like
Westinghouse Electric Corporation, White Consolidated Industries,
and Maytag Corporation certain royalties to market products
manufactured by the Debtors under brand names Frigidaire(R),
Tappan(R), Philco(R), Kelvinator(R), Gibson(R), Westinghouse(R),
and Maytag(R).

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and  Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Schedules Filing Deadline Moved to January 7
----------------------------------------------------------
The Bankruptcy Court has extended the time within which NTK
Holdings Inc. and its units must file their schedules of assets
and liabilities and statements financial affairs required by Rule
1007 of the Federal Rules of Bankruptcy Procedure up to January 7,
2010.

In the event that confirmation and the effective date of the
Prepackaged Joint Plan of Reorganization occurs before the Filing
Deadline, then the requirement that the Debtors file their
Schedules and Statements will be waived; provided, however, that
if the Debtors seek to establish a claims bar date and the
extension of time to file the Schedules and Statements will
terminate as of the date that is 10 days after the filing of the
bar date motion unless further extended by order of the Court.

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and  Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Court Establishes Claims Settlement Procedures
------------------------------------------------------------
Before the Petition Date, in the ordinary course of their
business, the Debtors' management team, with the assistance of
in-house and outside counsel, would investigate, evaluate and
attempt to resolve claims or potential causes of action asserted
by or against them.  Depending upon the specific facts and the
risks involved in engaging in litigation with respect to the
claims, the Debtors would make appropriate offers to settle the
claims.

By this motion, the Debtors sought and obtained the Court's
authority to settle certain claims against their Chapter 11
estates pursuant to a certain settlement procedures.

The Debtors propose to settle these claims in a manner
substantially consistent with their prepetition practices in
settling the claims and without the need for obtaining Court
approval of certain settlements on a case-by-case basis. In
negotiating and achieving the settlements, the Debtors would be
guided by several factors, including the likelihood of the
Debtors succeeding in their defense against or prosecution of the
claims and the estimated costs they would incur in litigating or
otherwise resolving the claims.

The Debtors believe that the authority requested would enable
them to efficiently and economically settle numerous claims
against their estates, and thus limit their potential liability
on those claims.  By settling claims in this fashion, the Debtors
believe they will significantly reduce the postpetition costs
incurred in resolving the claims, with corresponding benefits to
their estates and creditors.

As of the Petition Date and in the ordinary course of business,
the Debtors were involved in numerous lawsuits with numerous
counterparties.  In addition, the Debtors have had and expect to
continue to have various other claims asserted against their
estates.

Based upon the Debtors' historical experience with similar
disputes, the Debtors believe they could settle many of the
Litigation Claims and General Claims for amounts that are more
favorable than those that might be obtained if the respective
Litigation Claims and General Claims are further pursued.

Accordingly, the Debtors seek authority to settle the Litigation
Claims and General Claims under the terms and conditions:

  (a) Without further order of the Court or notice to or
      approval of the Ad Hoc Committee or any other party, the
      Debtors may enter into a compromise and settlement of any
      Litigation Claim or General Claim for a cash payment or
      other form of value to a claimant not to exceed $250,000
      per unrelated dispute, exclusive of payments made by
      insurance providers;

  (b) For settlements of Litigation Claims or General Claims
      where the proposed cash payment or other form of value to
      a claimant is greater than $250,000 but less than
      $2,000,000 per unrelated dispute, exclusive of payments
      made by insurance providers, the Debtors will submit the
      proposed settlement to the U.S. Trustee and the attorneys
      for the Ad Hoc Committee and any statutory committee
      appointed in the Chapter 11 cases.  The Reviewing Parties
      will have seven business days after service of the
      Settlement Summary to notify the Debtors that they object
      to the settlement.  In the event that any Reviewing Party
      notifies the Debtors of an objection to the settlement set
      forth in the Settlement Summary, the Debtors may (i) seek
      to renegotiate the proposed settlement and may submit a
      revised Settlement Summary, (ii) file a motion with the
      Court seeking approval of the proposed settlement on an
      expedited basis, or (iii) decline to proceed with the
      proposed settlement.  If no Reviewing Party notifies the
      Debtors of an objection to the proposed settlement, then
      the Debtors will be deemed, without further order of the
      Court, to be authorized by the Court to enter into an
      agreement to settle the respective Litigation Claim or
      General Claim at issue on terms no less favorable than
      those provided in the Settlement Summary previously
      submitted to the Reviewing Parties; and

  (c) The Debtors will be required to file a motion with the
      Court, requesting approval of the compromise and
      settlement under Rule 9019, to settle a Litigation Claim
      or General Claim where the proposed cash payment, or other
      form of value, to a claimant is greater than $2,000,000
      per unrelated dispute, exclusive of payments made by
      insurance providers.

For any compromise or settlement of Insider Claims, the Debtors
will be required to file a motion with the Court requesting
approval of such compromise and settlement under Rule 9019.

Moreover, the Debtors will file with the Court under seal a
quarterly report beginning 90 days after the date of an order
granting the request, listing reports of all settlements of
claims into which the Debtors have entered during the quarter
pursuant to the authority requested in the Motion.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that absent the relief requested in the
Motion, the Debtors would be required to seek specific Court
approval for each individual compromise and settlement into which
they wish to enter.  Given the number of claims that the Debtors
believe can be settled for relatively moderate amounts, the
Debtors believe holding individual hearings, filing individual
pleadings with respect to each proposed settlement, and sending
notice of each compromise and settlement to every party entitled
to receive notice in the Cases would be an expensive, cumbersome
and highly inefficient way to resolve many of the disputed
claims.

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and  Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


OCCULOGIX INC: Posts $654,653 Net Loss for September 30 Quarter
---------------------------------------------------------------
OccuLogix, Inc., said as a result of its history of losses and
financial condition, there is substantial doubt about its ability
to continue as a going concern.

The Company noted in its quarterly report on Form 10-Q for the
quarter ended September 30, 2009, it has sustained substantial
losses of $14,181,433 for the year ended December 31, 2008 and
$2,678,252 and $7,097,008 for the nine months ended September 30,
2009 and 2008, respectively.  The Company also noted its working
capital deficit at September 30, 2009 is $775,428, which
represents a $2,325,009 decrease in its working capital from
$1,549,581 at December 31, 2008.  

Management believes the Company's existing cash as of September
30, 2009 will be sufficient to cover its operating and other cash
demands only until the end of December 2009, if it does not
successfully complete additional fund raising activities.

The Company said a successful transition to attaining profitable
operations is dependent upon obtaining additional financing
adequate to fund its planned expenses and achieving a level of
revenues adequate to support the Company's cost structure.  The
Company is seeking additional equity financing to support its
operations until it becomes cash flow positive.  There can be no
assurances that there will be adequate financing available to the
Company on acceptable terms or at all.  If the Company is unable
to obtain additional financing, the Company would need to
significantly curtail or reorient its operations during 2010,
which could have a material adverse effect on the Company's
ability to achieve its business objectives and as a result may
require the Company to file for bankruptcy or cease operations.

The Company reported a net loss of $654,653 for the three months
ended September 30, 2009, from a net loss of $3,676,362 for the
year ago period.  The Company reported a net loss of $2,678,252
for the nine months ended September 30, 2009, from a net loss of
$9,061,548 for the year ago period.

Total revenue for the three months ended September 30, 2009, was
$263,221 from $23,900 for the year ago period.  Total revenue for
the nine months ended September 30, 2009, was $603,328 from
$158,300 for the year ago period.

At September 30, 2009, the Company had $10,674,343 in total assets
against total current liabilities of $2,389,625 and contingently
redeemable common stock of $250,000.  At September 30, 2009, the
Company had $370,335,623 in accumulated deficit and stockholders'
equity of $8,034,718.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4b12

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4b14

OccuLogix disclosed TLC Vision Corporation held a 7.61% ownership
interest in the Company, on an issued and outstanding basis, on
September 30, 2009.  TLC provided computer and administrative
support to the Company in the nine months ended September 30,
2009, for which the Company recorded expense of $18,270.

The Company reported amounts due to TLC Vision as amounts Due to
Shareholders of $38,422 for the nine months ended September 30,
2009.

On November 3, 2009, OccuLogix entered into a capital advisory
agreement with Greybrook Capital Inc.  Pursuant to the terms of
the agreement, Greybrook will provide capital advisory services to
the Company on a non-exclusive basis and is entitled to receive,
within 90 days of the agreement and again on or before the first
anniversary of the date of the agreement compensation consisting
of (i) $100,000 in cash or (ii) shares of the Company's common
stock equal to the quotient of (A) $100,000 and (B) the volume
weighted average per share trading price of the Company's common
stock on the NASDAQ Capital Market for the 10-day trading period
immediately preceding the date of issuance.  The Company has the
right to terminate the engagement of Greybrook at any time upon 10
days prior written notice and, unless extended by agreement of the
parties, the agreement shall automatically terminate on November
3, 2011.

The Company has agreed to indemnify Greybrook, its affiliates and
shareholders and their directors, officers, employee, partners,
agents, representatives and advisors against all claims, losses,
damages, liabilities or expenses arising out of the provision of
the services pursuant to the agreement.  Elias Vamvakas, chairman
of the Company's board of directors and acting chief executive
officer, is a principal with, and holds a material financial
interest in, Greybrook.

On September 30, 2009, the Board of Directors of OccuLogix
approved annual salaries and targeted bonuses for certain
employees, including Mr. Vamvakas, William G. Dumencu, the
Company's Chief Financial Officer, and Benjamin Sullivan, the
Company's Chief Scientific Officer.  The Company also approved
annual salaries and targeted bonuses for certain other employees.  
A full-text copy of the Company's disclosure is available at no
charge at http://ResearchArchives.com/t/s?4b13

              About OccuLogix dba TearLab Corporation

Headquartered in San Diego, California, OccuLogix, Inc. dba
TearLab Corporation -- http://www.tearlab.com-- develops and  
markets lab-on-a-chip technologies that enable eye care
practitioners to improve standard of care by objectively and
quantitatively testing for disease markers in tears at the point-
of-care.  The TearLab Osmolarity Test, for diagnosing Dry Eye
Disease, is the first assay developed for the award winning
TearLab Osmolarity System.  TearLab Corporation's common shares
trade on the NASDAQ Capital Market under the symbol 'TEAR' and on
the Toronto Stock Exchange under the symbol 'TLB'.  TearLab is
currently marketed globally in more than 17 countries including
the U.S.


OLD TIME: Shuts Down Eight of Ten Store Locations
-------------------------------------------------
WSMV-TV Nashville says Old Time Pottery is closing down eight
stores except two locations in the mid-state as part of its
reorganization plan.

Since 1986, Old Time Pottery has brought great bargains and
stylish home decor into the homes of millions of people.  Started
as a single store operation in Murfreesboro, Tennessee in 1986,
the company now covers the Southeast and the Midwest with stores
at least 2 acres each.  Famous for its low prices, Old Time
Pottery buys in vast volume from the industry's largest suppliers.
That, along with its low cost warehouse style stores, allows the
company to offer the best deals on stylish home decor.

The Company filed for Chapter 11 on Aug. 21, 2009 (Bankr. M.D.
Tenn. Case No. 09-09548). G. Rhea Bucy, Esq., Linda W. Knight,
Esq., and Thomas H. Forrester, Esq. at Gullett, Sanford, Robinson,
Martin represent the Debtor in its restructuring efforts. In its
petition, the Debtor listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in debts.


OMAR YEHIA SPAHI: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Omar Yehia Spahi
        201 Ocean Ave. #1709-B
        Santa Monica, CA 90402

Case No.: 09-44294

Chapter 11 Petition Date: December 4, 2009

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

Judge: Samuel L. Bufford

Debtor's Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Blvd 6th Flr
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  Email: michael.berger@bankruptcypower.com
                  
Estimated Assets: $10,000,001 to $50,000,000

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

The petition was signed by Omar Yehia Spahi.

Debtor's List of 14 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Angela Ryzner              Breach of Contract     $200,000
c/o Steven A. Morris, Esq.
Turner, Aubert & Friedman,
LLP

APEX Investments Group     Management Company     $46,000
Inc.                       for all Units/Rents
                           Furniture

ASC/Wells Fargo            201 Ocean Ave.         $1,112,922
PO Box 10328               #1804-P                ($1,381,423
Des Moines, IA 50306       Santa Monica,          secured)
                           CA 90402               ($281,423
                                                   senior lien)

Christine Simone           Breach of Contract     $66,000

Geoff Berkin, Esq.         Legal Fees             $2,000

Integra Realty Resources   Appraisal of Units     $4,500

Jams                       Legal Fees             $1,715

Jina Doloboff Kettelson    Personal Loan          $100,000

Joe Orlando                Personal Loan          $20,000

National NCB, SSB          201 Ocean Ave          $1,300,000
139 South High Street      #904-P                 ($1,271,259
Hillsboro, OH 45133        Santa Monica           secured)
                           CA 90402               ($271,259
                                                  senior lien)

Thornburg Mortgage/        201 Ocean Ave          $1,425,000
Cenlar FSB                 #404-P                 ($1,234,600
425 Phillips Blvd          Santa Monica           secured)
Ewing, NJ 08618            CA 90402               ($284,600
                                                  senior lien)

Thornburg Mortgage/        201 Ocean Ave          $1,634,175
Cenlar FSB                 #1509-P                ($1,834,150
425 Phillips Blvd          Santa Monica           secured)
Ewing, NJ 08618            CA 90402               ($334,150
                                                  senior lien)

Thornburg Mortgage/        201 Ocean Ave          $581,250
Cenlar FSB                 #1505-P                ($637,404
425 Phillips Blvd          Santa Monica           secured)
Ewing, NJ 08618            CA 90402               ($187,404
                                                  senior lien)

Thornburg Mortgage/        201 Ocean Ave          $720,000
Cenlar FSB                 #1610-P                ($935,684
425 Phillips Blvd          Santa Monica           secured)
Ewing, NJ 08618            CA 90402               ($235,684
                                                  senior lien)


OSI RESTAURANT: Posts $20.6 Million Net Loss for Sept. 30 Quarter
-----------------------------------------------------------------
OSI Restaurant Partners, LLC, reported a net loss of $20,672,000
for the three months ended September 30, 2009, from a net loss of
$46,585,000 for the year ago period.  The Company narrowed its net
loss to $25,315,000 for the nine months ended September 30, 2009,
from a net loss of $232,827,000 for the same period a year ago.

Total revenues for the three months ended September 30, 2009, were
$841,781,000 compared to $948,535,000 from a year ago.  Total
revenues for the nine months ended September 30, 2009, were
$2,711,945,000 compared to $3,034,525,000 from a year ago.

At September 30, 2009, the Company had $2,434,844,000 in total
assets against $2,532,703,000 in total liabilities.  At September
30, 2009, the Company had accumulated deficit of $813,050,000 and
total deficit of $97,859,000.  The September 30 balance sheet
showed strained liquidity: The Company had $304,430,000 in total
current assets against $534,442,000 in total current liabilities.

OSI Restaurant Partners said the continued depressed economic
conditions have created a challenging environment for the Company
and for the restaurant industry and have limited and may continue
to limit the Company's liquidity.  During the nine months ended
September 30, 2009, OSI Restaurant Partners incurred goodwill
impairment charges of $11,078,000 and intangible asset impairment
charges of $43,741,000, the majority of which were recorded during
the second quarter of 2009, and restaurant and other impairment
charges of $90,716,000.  OSI Restaurant Partners said it continues
to experience declining restaurant sales and may be subject to
risk from: consumer confidence and spending patterns; the
availability of credit presently arranged from revolving credit
facilities; the future cost and availability of credit; interest
rates; foreign currency exchange rates; and the liquidity or
operations of third-party vendors and other service providers.  
OSI Restaurant Partners also said its substantial leverage could
adversely affect the ability to raise additional capital, to fund
operations or to react to changes in the economy or industry.  

OSI Restaurant Partners has implemented various cost-saving
initiatives, including food cost decreases via waste reduction and
supply chain efficiency, labor efficiency initiatives and
reductions to both capital expenditures and general and
administrative expenses.  Based on anticipated revenues and cash
flows, OSI Restaurant Partners believes that the implemented
initiatives will allow it to appropriately manage liquidity and
meet debt service requirements.  

At September 30, 2009, OSI Restaurant Partners' outstanding
balance on the pre-funded revolving credit facility was
$15,700,000.  OSI Restaurant Partners will be required to repay
outstanding loans under the pre-funded revolving credit facility
in April 2010 using 100% of its "annual true cash flow," as
defined in the credit agreement.  The amount of "annual true cash
flow" available to repay outstanding loans under the pre-funded
revolving credit facility may vary based on year-end results.  
Subsequent to the end of the third quarter 2009, OSI Restaurant
Partners drew $3,800,000 from its pre-funded revolving credit
facility.  OSI Restaurant Partners' outstanding balance on the
working capital revolving credit facility was $50,000,000 at
September 30, 2009.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4b16

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4b17

                          T-Bird Dispute

In January 2009, OSI Restaurant Partners received notice that an
event of default had occurred in connection with an
uncollateralized line of credit that matured December 31, 2008,
and permitted borrowing of up to $35,000,000 by a limited
liability company, T-Bird Nevada, LLC, which is owned by the
principal of each of OSI's California franchisees of Outback
Steakhouse restaurants.  OSI was the guarantor of the T-Bird debt.  
T-Bird used proceeds from the line of credit for loans to its
affiliates that serve as general partners of 42 franchisee limited
partnerships, which own and operate 41 Outback Steakhouse
restaurants.  The funds were ultimately used for the purchase of
real estate and construction of buildings to be opened as Outback
Steakhouse restaurants and leased to the franchisees' limited
partnerships.  T-Bird failed to pay the outstanding balance of
$33,283,000 due on the maturity date, and the balance was recorded
in "Current portion of guaranteed debt" on OSI's Consolidated
Balance Sheet at December 31, 2008.  On February 17, 2009, OSI
terminated its guarantee obligation by purchasing the note and all
related rights from the lender for $33,311,000, which included the
principal balance due on maturity and accrued and unpaid interest.

OSI consolidates T-Bird and the related T-Bird Loans and, in
anticipation of receiving a notice of default subsequent to the
end of the year, recorded a $33,150,000 allowance for the T-Bird
Loan receivables during the fourth quarter 2008.  On February 19,
2009, OSI filed suit against T-Bird and its affiliates in Florida
state court seeking, among other remedies, to enforce the note and
collect on the T-Bird Loans.

On February 20, 2009, T-Bird and certain of its affiliates filed
suit in California against OSI Restaurant Partners and certain of
OSI's officers and affiliates.  The suit claims, among other
things, that OSI made various misrepresentations and breached
certain oral promises allegedly made by OSI and certain of its
officers to T-Bird and its affiliates that OSI would acquire the
restaurants owned by T-Bird and its affiliates and until that time
OSI would maintain financing for the restaurants that would be
nonrecourse to T-Bird and its affiliates.  The complaint seeks
damages in excess of $100,000,000, exemplary or punitive damages,
and other remedies.

OSI Restaurant Partners and the other defendants believe the suit
is without merit.  OSI filed motions to dismiss T-Bird's complaint
on the grounds that a binding agreement between OSI and T-Bird
related to the loan at issue in the Florida litigation requires
that T-Bird litigate its claims in Florida, rather than in
California.   On September 11, 2009, the motion to dismiss was
granted as to all counts and the case was dismissed.  T-Bird and
its affiliates have given notice of appeal of that dismissal.

                              New CEO

OSI Restaurant Partners' Board of Managers appointed Elizabeth A.
Smith as the Company's President and Chief Executive Officer,
effective November 16, 2009.  Ms. Smith will also serve as a
member of the Board of the Company and a member of the Board of
Kangaroo Holdings, Inc., the ultimate parent of the Company.

Ms. Smith, 46, was most recently the President of Avon Products,
Inc., a global manufacturer and marketer of beauty and related
products.  Prior to joining Avon, from January 2004 to November
2004, she served as Group Vice President and President U.S.
Beverages and Grocery Sectors for Kraft Foods Inc., a manufacturer
and marketer of food products.  Ms. Smith serves as a director of
Staples, Inc.

The Company entered into an Employment Agreement with Ms. Smith,
effective November 16, 2009, which provides for an initial term of
five years, subject to automatic one year renewals thereafter
unless the agreement is terminated in accordance with its terms.
Pursuant to the terms of the Employment Agreement, Ms. Smith is
entitled to receive an annual base salary of $1,000,000 and is
eligible for an annual bonus based on achievement of performance
objectives established by the Board.  The target amount of the
annual bonus is 85% of Ms. Smith's base salary.

A. William Allen, III, retired from his position as President and
Chief Executive of the Company, effective November 15, 2009.  
Following his employment termination, Mr. Allen will continue to
remain a member of each of the Boards of the Company and KHI and,
effective as of November 16, 2009, will be appointed Chair of each
of the Boards of the Company and KHI.  On November 2, 2009, the
Company and Mr. Allen executed a Separation Agreement.  The
Company has agreed to provide Mr. Allen with certain retirement
pay and benefits, including severance.  Since the severance amount
cannot be calculated at the time of Mr. Allen's employment
termination, the Company has agreed to pay him an estimated
severance amount equal to $1,618,925.  Commencing in March 2010,
the Company will pay Mr. Allen severance calculated using his
actual 2009 bonus.  

                    About OSI Restaurant Partners

OSI Restaurant Partners, Inc., owns and operates casual and
upscale casual dining restaurants primarily in the United States.  
The Company's concepts include Outback Steakhouse, Carrabba's
Italian Grill, Bonefish Grill, Fleming's Prime Steakhouse and Wine
Bar and Roy's.  Additional Outback Steakhouse, Carrabba's Italian
Grill and Bonefish Grill restaurants in which the Company has no
direct investment are operated under franchise agreements.

In June 2007, OSI Restaurant Partners was acquired by Kangaroo
Holdings, Inc., which is controlled by an investor group comprised
of funds advised by Bain Capital Partners, LLC, Catterton
Partners, Chris T. Sullivan, Robert D. Basham and J. Timothy
Gannon and certain members of management of the Company.

                           *     *     *

OSI Restaurant Partners carries Moody's "Caa1" Applicable
Corporate Rating, and Standard & Poor's "B-" corporate credit
rating.


OWEN MOTORS INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Owen Motors, Inc.
        2134 N. Washington Boulevard
        Sarasota, FL 34234

Bankruptcy Case No.: 09-27722

Chapter 11 Petition Date: December 3, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Sacha Ross, Esq.
                  Grimes Goebel Grimes Hawkins, etal
                  1023 Manatee Avenue West
                  Bradenton, FL 34205
                  Tel: (941) 748-0151
                  Fax: (941) 748-0158
                  Email: sross@grimesgoebel.com

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

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

According to the schedules, the Company has assets of $3,306,171
and total debts of $3,431,023.

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

         http://bankrupt.com/misc/flmb09-27722.pdf

The petition was signed by Janice L. Owen, president of the
Company.


PATTERSON PARK: Court Confirms Chapter 11 Plan
----------------------------------------------
Erin Sullivan at Baltimore City Paper, citing a press release from
Whiteford Taylor Preston, says a federal judge confirmed the
Chapter 11 plan of Patterson Park Community Development Corp.

According to the press release, the Company is going to
reorganize.  The plan was developed by the firm with the support
of the Company's creditors.  "We were all very pleased to have a
hand in Patterson Park's successful emergence from bankruptcy.  It
has been a critical part of the revitalization of downtown in the
past decade and a half," source quotes a person with knowledge of
the plan as saying.

Patterson Park Community Development Corp. is nonprofit
development corporation in Baltimore, Maryland.

The Company filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. Md.
Case No. 09-12545).  Brent C. Strickland, Esq., represented the
Company in its restructuring effort.  The petition said that
assets are up to $10 million while debts are up to $50 million.


PETTERS GROUP: Founder Found Guilty for $3.65-Bil. Ponzi Scheme
---------------------------------------------------------------
The U.S. Department of Justice announced that a federal trial jury
convicted Thomas Joseph Petters, 53, of Wayzata, Minn., of
orchestrating a $3.65 billion Ponzi scheme.  The verdict followed
a month-long trial before U.S. District Court Judge Richard H.
Kyle in the U.S. Courthouse in St. Paul, Minn.  Specifically,
Petters, who was originally indicted in December 2008, was found
guilty of 10 counts of wire fraud, three counts of mail fraud, one
count of conspiracy to commit mail and wire fraud, one count of
conspiracy to commit money laundering and five counts of money
laundering.

According to the indictment and evidence presented at trial,
Petters, aided and abetted by others, defrauded and obtained
billions of dollars in money and property by inducing investors to
provide PCI funds to purchase merchandise that was to be resold to
retailers at a profit.   However, no such purchases were made.  
Instead, the defendants and co-conspirators diverted the funds
provided them for other purposes, such as making lulling payments
to investors, paying off those who assisted in their fraud scheme,
funding businesses owned or controlled by the defendants, and
financing Thomas Petters's extravagant lifestyle.

The investigation of this case began on Sept. 8, 2008, when co-
conspirator Deanna Coleman and her attorney reported to federal
prosecutors that she had been assisting Petters in executing a
multi-billion-dollar Ponzi scheme during the previous ten years.  
Coleman claimed she, Petters and co-conspirator Robert White
fabricated business documents to entice investors into lending
Petters money purportedly to buy electronic goods to be sold to
big-box retailers, such as Costco and Sam's Club.

As a result of the meeting with federal prosecutors, Coleman
agreed to work with law enforcement.  She wore a recording device
to tape conversations with Petters and others to substantiate her
claims about the scheme as well as White and Petters's involvement
in it.  Within the first few hours of Coleman's recorded
conversations, Petters was heard admitting that purchase orders
were "fake" and claiming "divine intervention" was the only
explanation for how he and his co-conspirators "could of got away
with this for so long."  These recorded conversations chronicled
the history of the scheme as well as the conspirators' efforts to
maintain it by obtaining new investor funds and lulling long-term
investors.  The recordings also detailed how the conspirators
planned to avoid responsibility if the fraud was discovered.

On Sept. 24, 2008, agents from the FBI; the Internal Revenue
Service, Criminal Investigation Division; and the U.S. Postal
Inspection Service executed search warrants at Petters's
headquarters, Petters's home, and other locations.  They recovered
numerous documents and evidence.  Within days, PCI filed for
bankruptcy.

Petters's scam was an ordinary Ponzi scheme.  Often potential
investors were provided fabricated documents that listed goods
purportedly purchased by PCI from various vendors and then sold to
retailers.  In some instances, investors also were provided false
records indicating that PCI had wired its own funds to vendors,
thus giving the appearance that PCI had money invested in the
deals too.  In addition, investors frequently received false PCI
financial statements showing the company was owed billions of
dollars from retailers.  To induce investors further, Petters
often signed promissory notes and provided his personal guarantee
for the funds received.  Those who invested, however, were not
paid through profits from actual transactions. Rather, they were
paid with money obtained from subsequent investors and, sometimes,
even their own money.

As to this scheme, Shawn S. Tiller, Postal Inspector in Charge of
the U.S. Postal Inspection Service, said, "The exploitation of the
U.S. Mail in the furtherance of a Ponzi scheme, as committed by
Mr. Petters and others, is a crime that is the job of the U.S.
Postal Inspection Service to aggressively investigate to ensure
the American public can have continued confidence in the integrity
of the postal system."

PCI, which was formed in 1994, is solely owned by Petters.  
Coleman was hired by Petters as an office manager in 1993.  PCI
conducted some legitimate business initially but engaged in fraud
from its first day.  Petters began inflating and falsifying
purchase orders in an effort to obtain more money from investors,
which, in turn, he used to pay other investors as well as his
increasingly lavish personal lifestyle.  When Petters could not
pay an investor on time, he would employ delay and evasion
tactics, such as promising payment in the near future, making up
excuses about slow payments from retailers, or providing checks
that bounced.  As the scheme progressed, Coleman was responsible
for fabricating the PCI purchase orders and transferring funds
between investors.

In 1999, Petters wanted to give investors false bank statements to
"verify" PCI's purported bank transactions with retailers.
Therefore, Petters turned to White, his friend, who agreed to
prepare the false documents.  Afterward, Petters hired White and
gave him the title of chief financial officer of PCI.  Among other
things, White was responsible for fabricating the retailer
purchase orders and PCI financial records.

In response to the verdict, Ralph S. Boelter, Special agent in
Charge of the Minneapolis field office of the FBI, said, "Even
post-trial, it is difficult to comprehend the scale of the
financial loss perpetrated by Mr. Petters' massive fraud scheme.  
Still, it is my great hope the many victims in this matter will
find at least a measure of solace in today's fitting and just
verdict."

To further his scheme, Petters recruited purported vendors to
assist him.  In 2001, he asked business associates Larry Reynolds
and Michael Catain to launder billions of dollars of investor
funds through their business accounts and back to Petters and PCI.
Reynolds operated Nationwide International Resources, Inc.
("NIR"), and previously he had conducted deals involving shoes and
clothing with retailers, including Petters.  In 2001, Petters
asked Reynolds to allow him to wire millions of dollars through
Reynolds's bank accounts and, in exchange, agreed to pay Reynolds
a fraction of a percent of the funds as a "commission."

Petters made a similar agreement with Catain. As a result, in
early 2002, Catain created a sham company, Enchanted Family Buying
Co. ("EFBC"), and opened a business bank account.  He then
directed funds from Petters through that business account and back
to Petters and PCI, less a commission.  EFBC did no real business.  
In fact, its headquarters was above Catain's car wash, just a few
miles from Petters's headquarters.

Between January 2003 and September 2008, approximately $12 billion
flowed through the NIR account into the PCI account.  During that
same time period, roughly the same amount flowed through the EFBC
account into PCI.  Although each company was purportedly a vendor,
selling hundreds of millions of dollars in merchandise to PCI,
bank records revealed no vendor income from those transactions.  
Instead, money flowed only from the two companies to PCI.

In April of 2001, PCI opened a new bank account that only Petters
and Coleman were authorized to use.  From January 2003 to
September 2008, approximately $35 billion was wired into that
account from investors, NIR, and EFBC.  Although PCI supposedly
was selling merchandise to retailers, none of the deposits into
the account came from retailers.  Moreover, while most of the
funds in the account went to pay some returns to investors,
millions went to Petters, Coleman, and White. Additional money
from the account was used for bonuses for other Petters's
employees, most of whom did not even work for PCI.  Tens of
millions in account dollars went to Petters himself, while
hundreds of millions went to fund Petters's companies, including
Petters Warehouse Direct and RedTag.  Petters also used PCI funds
to employ family members, purchase real estate for family members,
and fund businesses for them.

Petters continued to purchase and operate companies in an effort
to maintain the facade of a successful businessman and create a
false air of legitimacy that would lure new investors.  The
companies he bought were purchased with proceeds of the PCI fraud,
and they included Fingerhut, Polaroid, and Sun Country Airlines,
which, collectively, became known as Petters Group Worldwide, or
PGW.  Each year PCI wrote off millions of dollars in losses based
on the losses it incurred from funding these other companies.  
However, the companies provided Petters the appearance he needed
to keep the scam going.

"This case shows that the appearance of success can be a mask for
a tangled financial web of lies," said Julio La Rosa, Acting
Special Agent in Charge of the St. Paul field office for the
Internal Revenue Service, Criminal Investigation Division.  "Ponzi
schemes can thrive for a time on false claims about how the money
is being invested and where the returns are coming from.  But that
time is gone, and as this verdict shows, it's time for those
responsible to face judgment."

By the end of 2007, the conspirators were struggling to find new
investors, and PCI was slow in paying hundreds of millions of
dollars in promissory notes held by Lancelot Investment
Management, which was operated by Greg Bell.  Petters told Bell
the slow payments were due to his retailers, who were late in
paying him.  As a result, Bell agreed to an extension on the
payments so the notes would not go into default.  In February
2008, Bell and Petters agreed Bell would receive replacement
purchase orders from other retailers for the purported purchase
orders held by Lancelot.  Bell suggested they also exchange money
so it would appear that PCI was paying its notes.  Between late
February 2008 and the date of the search warrants, Bell and
Petters engaged in more than 80 "round trip" financial
transactions intended to give the false impression that PCI was
paying its obligations when due.

Petters continued to lull investors even after law enforcement
executed search warrants on Sept. 24, 2008.  Furthermore, on Oct.
1, 2008, Petters suggested to White and Reynolds that they flee
prior to prosecution.  Coleman, White, Reynolds, Catain, and Bell
already have pleaded guilty for their roles in the scheme.  
Sentencing dates for them, however, have not been scheduled.  
James Wemhoff, Petters's personal and business accountant, has
pled guilty to criminal charges not related to the PCI Ponzi
scheme.

Petters faces a potential maximum penalty of 20 years in prison
for each wire fraud count on which he was convicted, 20 years for
each mail fraud count on which he was convicted, 20 years for a
single money laundering conspiracy count, 10 years for each of the
money laundering counts on which he was convicted, and five years
for a single count of conspiracy to commit mail fraud and wire
fraud.  Petters's potential fine is $250,000 for each count on
which he was convicted or twice the gross loss or gain by the
defendant because of the crime, whichever is greater.  Judge Kyle
will determine his sentence at a future date.  Asset forfeiture
action relative to this case is pending.

This case is the result of an investigation by the FBI, the IRS-
Criminal Investigation Division, and the U.S. Postal Inspection
Service.  It was prosecuted by Assistant U.S. Attorneys Joseph T.
Dixon, John R. Marti, Timothy C. Rank, and John F. Docherty.

                   About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., and
Petters Group Worldwide, LLC, filed separate petitions for Chapter
11 relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


PHOENIX FOOTWEAR: Secures $4.5MM Loan; Retires Wells Fargo Debt
---------------------------------------------------------------
Phoenix Footwear Group, Inc., together with its subsidiaries, on
December 4, 2009, entered into an Accounts Receivable and
Inventory Security Agreement with First Community Financial, a
division of Pacific Western Bank, for a two-year revolving credit
facility collateralized by all of its personal property and those
of its subsidiaries.

Under the facility, the Company can borrow up to $4.5 million
(subject to a borrowing base which includes Eligible Accounts
Receivable and Eligible Inventory). The Eligible Inventory
sublimit included in the borrowing base, currently capped at $1.5
million, shall be reduced by $200,000 per month beginning on
January 15, 2010 until such amount is reduced to $300,000.

Concurrently with the execution of the Accounts Receivable and
Inventory Security Agreement, the Company made an initial
borrowing thereunder in the amount of $2.0 million, which was used
to pay in full the outstanding balances of $1.7 million owed to
its then lender, Wells Fargo.  Following this borrowing, as of the
date hereof, the Company had $1.1 million in available borrowing
capacity under the facility.

The Company also terminated the underlying credit agreement,
forbearance agreement, notes, security agreements and related
instruments and documents, but left in force a Continuation of
Letter of Credit agreement between the Company and Wells Fargo.  
In connection with the pay off of the Wells Fargo facility, the
Company cash collateralized on a dollar-for-dollar basis two
letters of credit, previously issued by Wells Fargo, which will
remain outstanding until they expire or are drawn upon.  These
letters of credit are in the aggregate face amount of
approximately $304,000. The Company pledged the cash collateral
account to Wells Fargo pursuant to conditions present in a Payoff
Letter which the Company agreed to with Wells Fargo.

In addition to the repayment of Wells Fargo credit facility, the
proceeds of the First Community Financial credit facility can be
used for ongoing working capital needs.

The borrowings under the revolving line of credit bear interest at
a rate equal to the greater of 6.00% per annum or the prime rate
plus 2.75%, subject to certain interest minimums. At the time of
closing, the Company paid a commitment and funding fee of $67,500
to First Community Financial. In addition, the Company will be
charged a monthly collateral monitoring fee. A prepayment fee in
an amount equal to the remaining minimum amount of interest will
be due First Community Financial if the Company terminates the
credit facility prior to the original two year term date.

The Accounts Receivable and Inventory Security Agreement includes
various financial and other covenants with which the Company has
to comply in order to maintain borrowing availability and avoid
penalties, including a minimum net worth requirement. Other
covenants include, but are not limited to, covenants limiting or
restricting the Company's ability to incur indebtedness, incur
liens, enter into mergers or consolidations, dispose of assets,
make investments, pay dividends, enter into transactions with
affiliates, or prepay certain indebtedness.

The Accounts Receivable and Inventory Security Agreement also
contains customary events of default including, but not limited
to, payment defaults, covenant defaults, cross-defaults to other
indebtedness, material judgment defaults, inaccuracy of
representations and warranties, bankruptcy and insolvency events,
defects in First Community Financial' security interest, change in
control events and material adverse change. The occurrence of an
event of default will increase the interest rate by 4.0% over the
rate otherwise applicable and could result in the acceleration of
all obligations of the Company to First Community Financial with
respect to indebtedness, whether under the Accounts Receivable and
Inventory Security Agreement or otherwise.

A full-text copy of the Accounts Receivable and Inventory Security
Agreement dated December 4, 2009 among Phoenix Footwear Group,
Inc. and its subsidiaries and First Community Financial, a
Division of Pacific Western Bank, is available at no charge at:

                 http://ResearchArchives.com/t/s?4b1e

A full-text copy of the $4,500,000 Multiple Advance Promissory
Note dated December 4, 2009, among Phoenix Footwear and its
subsidiaries and First Community Financial is available at no
charge at:

                 http://ResearchArchives.com/t/s?4b1f

A full-text copy of the Intellectual Property Security Agreement
dated December 4, 2009, among Phoenix Footwear and its
subsidiaries and First Community Financial is available at no
charge at:

                 http://ResearchArchives.com/t/s?4b20

                          Going Concern

In its quarterly report on Form 10-Q, the Company said, "We have
incurred net losses for the last two fiscal years and the first
two quarters of fiscal 2009 and have been in continuing default on
our existing credit facility since September 29, 2008.  As a
result, . . . our independent registered public accounting firm
included an explanatory paragraph in their report on our fiscal
2008 financial statements related to the uncertainty of our
ability to continue as a going concern.  Unless Wells Fargo agrees
to extend the current forbearance period past November 30, 2009,
or
we can complete a refinancing prior to that date, as of and after
November 30, 2009, Wells Fargo can demand repayment of its debt
and foreclose on our assets.  This raises substantial doubt about
our ability to continue as a going concern."

"Based upon current and anticipated levels of operations
(including continuing revenue and normal trade credit),
anticipated continued borrowing availability under the Wells Fargo
revolving line of credit and in the absence of a demand for
repayment by Wells Fargo and continuing extensions of the
forbearance period, we believe we have sufficient liquidity from
our cash flow from operations, and availability under our
revolving line of credit, to meet our debt service requirements
and other projected cash needs for the next twelve months," the
Company added.

At October 3, 2009, the Company had $13,242,000 in total assets,
including $207,000 in cash and cash equivalents, against
$9,811,000 in total liabilities.

                 About Phoenix Footwear Group

Phoenix Footwear Group, Inc., (NYSE Amex: PXG) headquartered in
Carlsbad, California, designs, develops and markets men's and
women's footwear and accessories.  Phoenix Footwear's brands
include Trotters(R), SoftWalk(R) and H.S. Trask(R).  The brands
are primarily sold through department stores, specialty retailers,
mass merchants and catalogs.


PILGRIM'S PRIDE: 80 Creditors Sell $2.76 Million in Claims
----------------------------------------------------------
For the period starting October 27 to November 24, 2009, 80 trade
creditors, transferred claims totaling $2,765,629 to:

Transferee                                        Amount
----------                                        ------
Argo Partners                                    $79,921
ASM Capital, L.P                                 $16,054
Blue Heron Micro Opportunities Fund, LLP          $5,012
Corre Opportunities Funds, LP                    $39,487
Creditor Liquidity, L.P.                          $6,133
Debt Acquisition of America V, LLC               $39,821
Hain Capital Holdings, Ltd.                     $304,910
Longacre Opportunity Fund, L.P.                 $158,987
Restoration Holdings, Ltd.                    $2,096,613
U.S. Debt Recovery II LLC                           $380

A list of the transferors for this period is available for free
at http://bankrupt.com/misc/PPC_ClaimsTransfrslstOct27_Nov24.pdf

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs  
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represent the official committee of unsecured
creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PINNACLE FOODS: Bank Debt Trades at 11.10% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Pinnacle Foods is
a borrower traded in the secondary market at 88.90 cents-on-the-
dollar during the week ended Dec. 4, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 3.93 percentage points from
the previous week, The Journal relates.  The loan matures on April
2, 2014.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank debt carries Moody's B2 rating and
Standard & Poor's B rating.  The debt is one of the biggest
gainers and losers among the 178 widely quoted syndicated loans,
with five or more bids, in secondary trading in the week ended
Dec. 4.

On Nov. 24, 2009, the Troubled Company Reporter said that Standard
& Poor's placed its rating on Pinnacle Foods Group LLC, including
its 'B-' corporate credit rating, on CreditWatch with positive
implications.  "We placed the ratings on CreditWatch positive when
Pinnacle Foods announced an agreement to acquire Birds Eye Foods,
Inc., in a transaction valued at $1.3 billion," said Standard &
Poor's credit analyst Christopher Johnson.  "We believe that the
acquisition will likely be leverage neutral."  S&P estimates that
pro forma debt to EBITDA, excluding any EBITDA synergies, would be
about 7.8x compared with a ratio of about 7.7x for the 12 months
ended Sept. 30, 2009, and that potential synergies from the
combination could result in reduced leverage following the close
of the transaction.


PONYBOY REALTY LLC: Case Summary & 4 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Ponyboy Realty, LLC
        26 Manor Springs Court
        Glen Arm, MD 21057

Bankruptcy Case No.: 09-33630

Chapter 11 Petition Date: December 3, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 N. Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140
                  Email: mkivitz@aol.com

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

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

According to the schedules, the Company has assets of $1,225,909
and total debts of $348,470.

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

          http://bankrupt.com/misc/mdb09-33630.pdf

The petition was signed by Dimitrios Apostolou, managing member of
the Company.


PREMIUM DEVELOPMENTS: Case Summary & 32 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Premium Developments LLC
        800 N. Eastmont Avenue
        East Wenatchee, WA 98802

Case No.: 09-06746

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Judge: Patricia C Williams

Debtor's Counsel: Allan L. Galbraith, Esq.
                  Davis Arneil Law Firm LLP
                  617 Washington Street
                  Wenatchee, WA 98801
                  Tel: (509) 662-3551
                  Fax: (509) 662-9074
                  Email: allan@dadkp.com
                  
Estimated Assets: $10,000,001 to $50,000,000

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

The petition was signed by Calvin White, the company's managing
member.

Debtor's List of 32 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Tom Durant                                        $8,000

Forsgren Associates                               $35,000

Environmental Drilling                            $3,927

Emerio Design                                     $44,000

Elements Design                                   $50,000

G.L. White Construction                           $25,000

Grette Associates                                 $4,000

Carlis Chaussee                                   $80,000

Ed Callahan                                       $10,000

Lou Butkovich                                     $205,000

John Inge                                         $10,000

John Allison                                      $4,500

Stevens Properties LLC                            $10,863

Jeff White                                        $175,000

Northwest Geodimensions                           $27,000

Northwestern Mutual                               $5,000

J&M  California                                   $300,000
Attn: Jeff White
10106 Santa Anita Lane
Bakersfield CA 93312

Len England                                       $7,500

Merilyn Warner                                    $225,000

Greg White                                        $55,000

Calvin White                                      $750,000
800 N. Eastmont Avenue
East Wenatchee
WA 98802

Nelson Geotechnical                               $28,000

Ogden Murphy Wallace PLLC                         $2,000

RTJ2                                              $20,000


David Griffiths                                   $20,000
Chelan County Treasurer

East Wenatchee Water District                     $17,000

Peterson Law Office                               $13,600

NCW Real Estate Guide                             $1,200

Lake Chelan Reclamation District                  $10,000

David Wright Tremaine                             $7,000

Douglas County Sewer District                     $3,410

Rain Shadow Reasearch                             $942


PRICELINE.COM INC: S&P Raises Corporate Credit Rating to 'BB'
-------------------------------------------------------------
On Dec. 3, 2009, Standard & Poor's Ratings Services raised its
corporate credit rating on Priceline.com Inc. to 'BB' from 'BB-'.  
The rating outlook remains positive.

S&P based its rating upgrade on Priceline.com's strong operating
performance, good credit metrics, and its view that the company's
good fundamentals will support ongoing solid performance.  Despite
global economic weakness and its negative effect on leisure and
business travel, Priceline.com has continued to do well and gain
market share against larger rivals.  In the third quarter of 2009,
Priceline.com's gross bookings increased 32.8% year over year
versus 9% at Expedia Inc. and a 6% decline at Orbitz Worldwide
Inc.  Given Priceline.com's strong competitive position in Europe
because of its Booking.com subsidiary, S&P expects the company to
continue to experience growth above the industry average rate for
the intermediate future.  

The rating on Priceline.com reflects the highly competitive online
travel agency market, some supplier concentration among airlines
and hotels, and lower incentive fees from travel service
processors.  The company's good competitive position in the
European online travel market, its market-leading "name your own
price" bid-based business in the U.S., low leverage, and positive
discretionary cash flow are positive factors that partially offset
these obstacles.
     
Priceline.com's European hotel operation, Booking.com, is a key
cause of the company's strong operating performance.  Through
Booking.com, Priceline.com established an early lead in many
secondary and tertiary tourist destinations in Europe.  In turn,
Priceline.com has benefited from growing traveler interests in
those markets.  At this point, Booking.com has a very strong
competitive position in the European hotel markets and has
significantly more hotel partners than its competitors.  Expedia,
one of the company's competitors, has traditionally focused on
major European travel destinations such as London and Paris.  
Competitors have shifted their attention to secondary and tertiary
destinations, but building critical mass in these areas will take
time.  In addition, competitors will have difficulty overcoming
Priceline.com's first mover advantage.  
     
Revenue and EBITDA in the third quarter of 2009 grew at a healthy
rate of 30% and 52%, respectively, over the prior-year period.  
International gross bookings increased 38% year over year during
the quarter, despite unfavorable foreign exchange movements and
lower average daily rates.  Robust growth in the sale of retail
airline tickets, hotel room nights, and rental car days propelled
a 25% year-over-year increase in domestic gross bookings.  S&P
expects Priceline.com's gross booking growth rate to likely
moderate as it continues to gain scale and the global economy
remains weak.  For the 12 months ended Sept.  30, 2009, the EBITDA
margin increased to 20.0% from 17.6% at the end of 2008.  Growth
in high-margin agency revenue from Booking.com and good operating
leverage supported the margin expansion.  For the 12 months ended
Sept.  30, 2009, lease-adjusted total debt to EBITDA was low at
0.7x, an improvement from the already very low 2008 ratio of 1.2x.  
The company generated good discretionary cash flow, converting
around 88% of EBITDA into discretionary cash flow versus 80% in
the prior-year period.  This continues a two-year trend of EBITDA
conversion above 70%.  S&P expects the company to continue to
generate healthy discretionary cash flow despite economic
pressure.


PROVIDENCE BB: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Providence BB, LLC
        227 W Trade St, Suite 800
        Charlotte, NC 28202

Bankruptcy Case No.: 09-33351

Chapter 11 Petition Date: December 3, 2009

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

Judge: J. Craig Whitley

Debtor's Counsel: Joseph W. Grier, III, Esq.
                  Grier, Furr & Crisp, P.A.
                  101 N. Tryon Street, Suite 1240
                  One Independence Center
                  Charlotte, NC 28246
                  Tel: (704) 332-0201
                  Fax: (704) 332-0215
                  Email: jgrier@grierlaw.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 $1,737,724
and total debts of $1,439,521.

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

          http://bankrupt.com/misc/ncwb09-33351.pdf

The petition was signed by Stephen H. Mauldin.


QHB HOLDINGS LLC: Case Summary & 30 Largest Unsec. Creditors
------------------------------------------------------------
Debtor: QHB Holdings LLC
        1100 Crescent
        Green Cary, NC 27518

Bankruptcy Case No.: 09-14312

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
Generation Brands Holdings, Inc.           09-
Quality Home Brands Holdings LLC           09-
Tech L Holdings, Inc.                      09-14314
Tech L Enterprises, Inc.                   09-
Generation Brands LLC                      09-14315
Murray Feiss Import LLC                    09-
LPC Management, LLC                        09-
Light Process Company, LP                  09-
Sea Gull Lighting Products LLC             09-
Woodco LLC                                 09-
Locust GP LLC                              09-
Tech Lighting LLC                          09-
LBL Lighting LLC                           09-

Chapter 11 Petition Date: December 4, 2009

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

About the Business:

Debtors' Counsel: Eric Michael Sutty, Esq.
                  Fox Rothschild LLP
                  Citizens Bank Center, Suite 1300
                  919 North Market Street
                  P.O. Box 2323
                  Wilmington, De 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302) 656-8920
                  Email: esutty@foxrothschild.com

                  Jeffrey M. Schlerf, Esq.
                  Fox Rothschild LLP
                  Citizens Bank Center
                  919 N. Market Street, Suite 1600
                  Wilmington, DE 19801
                  Tel: (302) 622-4212
                  Fax: (302) 656-8920
                  Email: jschlerf@foxrothschild.com

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

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

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

            http://bankrupt.com/misc/deb09-14312.pdf

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Target Internatinal Co.     Supplier               $1,590,786
No. 1 Industrial Zone
Zhongeun
Panyu, Guangzhou 511495 China

AMPCO Lighting Ltd.         Supplier               $493,561
PO Box 246
Ambler, PA 19002

Air Cool Industrial Co      Supplier               $395,506
Taiwan, 75 Chung Shan Road
Taichung China

Inter-Global, Inc           Supplier               $330,444
PO Box 3146
6333 Etzel Ave.
St. Louis, MO 63130

Seohyun International       Supplier               $284,131
175 Simam-ri, Jeongu-myeon,
Nonsan-si
Chungcheongnam-do, Korea

130 Holdings LLC            Rent                   $235,088

King of Fans                Supplier               $172,970

United Parcel Service       Freight                $171,656

R.I.M. Logistics, Ltd.      Freight                $144,562

Torch Lighting Ltd.         Supplier               $134,833

Xinglong Glass Ltg          Supplier               $130,990

Combinged Sales Co.         Supplier               $130,678

American Insulated Wire     Supplier               $118,899

Yellow Freight System, Inc. Freight                $113,497

FO Shan City Nan Hai Xing   Supplier               $108,290

Federal Express             Freight                $103,574

Changzhou Hongding Home     Supplier               $98,271

Zhong Shan Royce Lighting   Supplier               $97,880

MCKELLA 280                 Supplier               $94,810

Poli Lighting Industry Co   Supplier               $79,798

Shunde Bala Electrical      Supplier               $79,174

Tida Lighting (Hong Kong)   Supplier               $77,911
Co. Ltd

Barthco International, Inc. Freight                $74,282

Zhongshan Kaiyan Ltg. Co.   Supplier               $64,220

M.D.L. Corporation          Supplier               $57,222

Alaska Pan Air Electric     Supplier               $53,649
CO. Ltd.

Chien Luen Industries Ltd   Supplier               $49,935

Honesty Industrial Co.      Supplier               $43,502

A.L.P. Ltg Components Inc.  Supplier               $35,745

Anchor Hocking Glass        Supplier               $32,640

The petition was signed by Daniel S. Macsherry, executive vice
president and chief financial officer.


RADIENT PHARMACEUTICALS: Raises $1-Mil. in Shares Sale
------------------------------------------------------
Radient Pharmaceuticals Corporation on November 30, 2009, entered
into definitive agreements to sell an aggregate of 3,289,472
shares of its common stock at a price per share of $0.28 pursuant
to a registered direct offering to institutional investors,
resulting in gross proceeds of approximately $1 million.

Investors will receive warrants to purchase up to 1,644,736 shares
of Radient Pharmaceutical common stock.  The warrants have an
initial exercise price of $1.25 per share and are exercisable at
any time on or after 6 months and prior to the six and one-half
year anniversary of the initial issuance date.

The closing of the offering is expected to take place subject to
the satisfaction of customary closing conditions.  Radient
Pharmaceuticals plans to use the net proceeds from the offering
for research and development of its Onko-Sure(TM) In Vitro
Diagnostic cancer test and general corporate purposes.

Jesup & Lamont Securities Corporation acted as the exclusive
placement agent for the transaction.  Jesup & Lamont will receive
a cash fee equal to 6% of the gross proceeds of the offering, a
non-accountable expense allowance equal to (a) 2% of the gross
proceeds of the offering less (b) the actual amount of accountable
expenses paid to or on behalf of Jesup & Lamont on or prior to the
closing, and will receive warrants equal to 2% of the shares of
common stock purchased by the investors in the offering.

On December 2, the Company filed a prospectus supplement in
connection with the transaction.  A full-text copy of the
Company's prospectus supplement is available at no charge at
http://ResearchArchives.com/t/s?4b21

                   About Radient Pharmaceuticals

Headquartered in Tustin, California, Radient Pharmaceuticals
Corporation is an integrated pharmaceutical company devoted to the
research, development, manufacturing, and marketing of diagnostic,
and premium skin care products.

At September 30, 2009, the Company had $26,160,438 in total assets
against $4,927,694 in total liabilities.  The September 30 balance
sheet showed strained liquidity: The Company had $246,048 in total
current assets against $2,950,658 in total current liabilities.

                   Going Concern Qualification

On April 15, 2009, Radient Pharmaceuticals (formerly AMDL, Inc.)
filed with the SEC an Annual Report on Form 10-K in which included
an audit opinion with a "going concern" explanatory paragraph
which expresses doubt, based upon current financial resources, as
to whether AMDL can meet its continuing obligations without access
to additional working capital.


RANDALL KING STRAIGHT: Case Summ. & 7 Largest Unsec. Creditors
--------------------------------------------------------------
Joint Debtors: Randall King Straight
               Joanne Straight
               310 Neuse Harbour Blvd
               New Bern, NC 28560

Bankruptcy Case No.: 09-10601

Chapter 11 Petition Date: December 4, 2009

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

Debtor's Counsel: John C. Bircher, III, Esq.
                  White & Allen, PA
                  1319 Commerce Drive
                  PO Drawer U
                  New Bern, NC 28563
                  Tel: (252) 638-5792
                  Fax: (252) 637-7548
                  Email: jbircher@whiteandallen.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 7 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nceb09-10601.pdf

The petition was signed by the Joint Debtors.


REAL ESTATE ASSOCIATES VII: Posts $225,000 Net Loss for Q3 2009
---------------------------------------------------------------
Real Estate Associates Limited VII reported a net loss of $225,000
for the three months ended September 30, 2009, from a net loss of
$219,000 for the year ago period.  The Firm posted a net loss of
$408,000 for the nine months ended September 30, 2009, from a net
loss of $585,000 for the year ago period.

The Firm recorded $0 revenues for the three months ended
September 30, 2009.  The Firm reported interest income of $7,000
for the three months ended September 30, 2008.  Interest income
was $2,000 for the nine months ended September 30, 2009, from
$39,000 for the year ago period.

At September 30, 2009, the Firm 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.

The Partnership said nine of its 20 remaining investments involved
purchases of partnership interests from partners who subsequently
withdrew from the operating partnership.  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 percent.  
Total outstanding accrued interest is $14,568,000 and $14,127,000
at September 30, 2009 and December 31, 2008, respectively.  These
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.

A copy of the Partnership's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4b2c

On October 27, 2009, Apartment Investment and Management Company
announced the appointment of Ernest M. Freedman as Executive Vice
President and Chief Financial Officer.  Mr. Freedman will also
serve as Executive Vice President, Chief Financial Officer and
Director of the Corporate General Partner.  Mr. Freedman's
appointment as Executive Vice President and Chief Financial
Officer and election as a Director of the Corporate General
Partner are effective
November 1, 2009.

AIMCO and its affiliates owned 1,177.58 limited partnership
interests in the Partnership representing 7.66% of the outstanding
interests at September 30, 2009.

Mr. Freedman, 38, joined Aimco in 2007 as Senior Vice President of
Financial Planning and Analysis and has served as Senior Vice
President of Finance since February 2009, responsible for
financial planning, tax, accounting and related areas.  Prior to
joining Aimco, from 2004 to 2007, Mr. Freedman served as chief
financial officer of HEI Hotels and Resorts.

Aimco also announced that David Robertson, President, Chief
Investment Officer and Chief Financial Officer of Aimco and
President, Chief Executive Officer, Chief Financial Officer and
Director of the Corporate General Partner is resigning from his
position as Chief Financial Officer of Aimco and Chief Financial
Officer and Director of the Corporate General Partner effective
November 1, 2009, and is resigning from his other positions
effective December 31, 2009.  To provide for an orderly
transition, Mr. Robertson will continue in an advisory capacity
through early 2010, working on a variety of transactions.


REALOGY CORP: Bank Debt Trades at 15% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy
Corporation is a borrower traded in the secondary market at 85.20
cents-on-the-dollar during the week ended Dec. 4, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.49 percentage
points from the previous week, The Journal relates.  The loan
matures on Sept. 30, 2013.  The Company pays 300 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Caa1 rating and Standard & Poor's CCC- rating.  The debt
is one of the biggest gainers and losers among the 178 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Dec. 4.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended Dec. 31, 2008.  Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses.  The separation became
effective July 2006.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

At Sept. 30, 2009, the Company had total assets of $8.067 billion
against total liabilities of $9.011 billion, resulting in $944
million in stockholders' deficit.  The Sept. 30 balance sheet
showed strained liquidity: The Company had $863 million in total
current assets against $1.562 billion in total current
liabilities.


REDPRAIRIE CORP: S&P Gives Developing Outlook, Affirms 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Waukesha, Wisconsin-based RedPrairie Corp. to developing from
stable.  At the same time, S&P affirmed the existing ratings on
the company, including the 'B' corporate credit rating.
     
"The ratings on RedPrairie reflect its narrow product focus within
a fragmented, highly competitive and consolidating marketplace,"
said Standard & Poor's credit analyst Jennifer Pepper, "along with
improved but still high leverage." A relatively broad customer
base and comparatively stable operating margins only partly offset
those factors.  


RENEW ENERGY: Grain Co. Fights Rejection of $5.4M Claim
-------------------------------------------------------
A receiver for Olsen's Mill Inc. has appealed a bankruptcy court's
rejection of a $5.4 million claim the grain company brought
related to a deal to supply Renew Energy LLC with corn, Law360
reports.

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.


RESCARE INC: $54 Mil. Charge for Damages Cue Moody's Rating Review
------------------------------------------------------------------
Moody's Investors Service placed the ratings of ResCare, Inc.,
under review for possible downgrade following the announcement
that a New Mexico jury had rendered a verdict of approximately
$54 million in damages against the company, as Moody's expect the
verdict will lead to non-compliance with the leverage covenant
under the existing credit agreement.  

Moody's rating review will focus primarily on the ability of the
company to refinance its revolver, which matures in October 2010,
and/or obtain a waiver or amendment to the existing credit
agreement, as it relates to the potential covenant violation.  
Moody's review will also evaluate: 1) the adequacy of revolver
availability given that the company will likely need to
collateralize all or part of the $54 million through cash or
letters of credit; 2) the potential for heightened risk of legal
liabilities against the company in the future; and 3) the
potential impact, if any, of the verdict on the company's
reputation.  

Moody's believes that if the company is able to refinance its
revolver at reasonable terms while maintaining good liquidity, the
long-term ratings would not likely be downgraded.  However, the
outlook could become negative if Moody's believed that longer-term
the company faced heightened litigation risk and/or damage to its
reputation.  

Ratings placed under review for possible downgrade:

* Corporate Family Rating, Ba3
* Probability of Default Rating, Ba3
* $250 million Senior Secured Revolver due 2010, Ba1, LGD2, 16%
* $150 million Senior Unsecured Notes due 2013, B1, LGD5, 73%

The outlook had been stable.  

The last rating action was September 29, 2006 when Moody's
upgraded the rating on the senior secured facility due to the
implementation of the Loss Given Default Methodology.  

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

ResCare, headquartered in Louisville, Kentucky, is a leading
provider of residential, training, educational and support
services to individuals with special needs, including persons with
mental retardation and developmental disabilities, at-risk youth
and those experiencing barriers to employment.  The Community
Services Group, roughly 72% of revenues in 2008, administers
programs to people with developmental disabilities and the elderly
in both residential and non-residential settings.  The Employment
and Training Services Group, roughly 14% of 2008 revenues,
operates job training and placement programs to disadvantaged job
seekers.  The Job Corp Training Services business, roughly 11% of
2008 revenues, provides educational and vocational skills training
to underprivileged youths through the federal Job Corps program.  
Consolidated revenues for the twelve months ended September 30,
2009 approximated $1.6 billion.  


RONSON CORP: Files Amendments to 1st & 2nd Quarter 2009 Reports
---------------------------------------------------------------
Ronson Corp. on December 1, 2009, filed Amendment No. 1 to its
Quarterly Report on Form 10-Q for the fiscal quarter ended:

     (1) March 31, 2009 -- originally filed on May 20, 2009

         See http://ResearchArchives.com/t/s?4b2d

     (2) June 30, 2009 -- originally filed on August 19, 2009

         See http://ResearchArchives.com/t/s?4b2e

The Amendments were filed to address comments from the staff of
the Securities and Exchange Commission in connection with the
Staff's regular periodic review of the Company's filings and to
provide consistent presentation of financial information in the
Company's periodic filings.

As a result of comments received from the Staff, the Company has
reevaluated its classification of debt and has determined that the
Company should restate its consolidated financial statements for
the year ended December 31, 2008, included in its Annual Report on
Form 10-K, to reclassify certain Long-term Debt as Current
Liabilities and to make corresponding revisions to other portions
of the 2008 10-K including, without limitation, Management's
Discussion and Analysis of Financial Condition and Results of
Operations and Controls and Procedures.  The Company filed an
Amendment No. 1 to the 2008 10-K on November 23 to effect the
revisions.

To provide consistent presentation of financial information in its
periodic filings, the Company filed the Form 10-Q/As to make
comparable revisions to the 1st and 2nd Quarter 10-Qs.  The Form
10-Q/As restate the consolidated financial statements to
reclassify certain Long-term Debt as Current Liabilities, revises
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations, Item 4T - Controls and
Procedures and the Certifications which are dated currently.

The Company has not modified or updated disclosures presented in
the 1st and 2nd Quarter 10-Qs except as required to reflect the
effects of the items discussed.

Ronson reported a net loss of $1,641,000 for the three months
ended September 30, 2009, from a net loss of $487,000 for the same
period a year ago.  Ronson reported a net loss of $3,533,000 for
the nine months ended September 30, 2009, from a net loss of
$986,000 for the same period a year ago.

At September 30, 2009, the Company had $15,333,000 in total assets
against total current liabilities of $16,516,000, long-term debt
of $13,000, other long-term liabilities of $1,724,000, and other
long-term liabilities of discontinued operations of $494,000,
resulting in $3,414,000 in stockholders' deficiency.

At September 30, 2009, the Company had both a deficiency in
working capital and a stockholders' deficit.  In addition, the
Company was in violation of certain provisions of certain short-
term and long-term debt covenants at September 30, 2009 and
December 31, 2008.

The Company's losses and difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations, as well
as existing events of default under its credit facilities and
mortgage loans, raise substantial doubt about its ability to
continue as a going concern.

In March 2009, the Company announced its plan to divest Ronson
Aviation, Inc.  On March 30, 2009, because of a request from Wells
Fargo that the Company retain a Chief Restructuring Officer, the
Company retained Joel Getzler of Getzler Henrich & Associates LLC
as its Chief Restructuring Officer.  On May 18, 2009, the Company
announced that it had entered into an agreement to sell
substantially all of the assets of the wholly owned subsidiary,
Ronson Aviation.  In August 2009, the Company entered into a
letter of intent to sell substantially all of the assets of Ronson
Consumer Products.  On October 8, 2009, the Company entered into
an agreement to sell substantially all of the assets of Ronson
Consumer Products, including both Ronson Consumer Products
Corporation and Ronson Corporation of Canada Ltd.  Therefore, the
operations of Ronson Consumer Products and Ronson Aviation have
been classified as discontinued in the Consolidated Statements of
Operations.

                    About Ronson Corporation

The operations of Somerset, New Jersey-based Ronson Corporation
(Pink Sheets: RONC) -- http://www.ronsoncorp.com/-- include its
wholly-owned subsidiaries: 1) Ronson Consumer Products Corporation
in Woodbridge, New Jersey, 2) Ronson Corporation of Canada Ltd.,
and 3) Ronson Aviation, Inc.


ROYAL PLAZA LLC: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Royal Plaza LLC
        10221 W Emerald Ste100
        Boise, ID 83704

Bankruptcy Case No.: 09-03816

Chapter 11 Petition Date: December 3, 2009

Court: United States Bankruptcy Court
       District of Idaho [LIVE] (Boise)

Judge: Jim D. Pappas

Debtor's Counsel: Joseph M. Meier, Esq.
                  Cosho Humphrey, LLP
                  P.O. Box 9518
                  800 Park Blvd, Ste 790
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290
                  Email: jmeier@cosholaw.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 $9,621,001
and total debts of $11,728,806.

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

          http://bankrupt.com/misc/idb09-03816.pdf

The petition was signed by Robert Hosac, member of the Company.


RUDY JAMES LANIER: Case Summary & 16 Largest Unsec. Creditors
-------------------------------------------------------------
Joint Debtors: Rudy James Lanier
                 dba Village Market
               Jeannie Sanderson Lanier
                 dba Village Market
               P.O. Box 568
               Sneads Ferry, NC 28460

Bankruptcy Case No.: 09-10535

Chapter 11 Petition Date: December 3, 2009

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

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

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

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

A full-text copy of the Debtors' petition, including a list of
their 16 largest unsecured creditors, is available for free
at http://bankrupt.com/misc/nceb09-10535.pdf

The petition was signed by the Joint Debtors.


SACHIDANAND LLC: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sachidanand, LLC
        511 N. Park St.
        Columbus, OH 43215

Bankruptcy Case No.: 09-23546

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Debtor's Counsel: James Berman, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Email: jberman@zeislaw.com

                  Matthew K. Beatman, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Email: MBeatman@zeislaw.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
9 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/ctb09-23546.pdf

The petition was signed by Kantilal Patel, managing member of the
Company.


SARATOGA RESOURCES: Wins Confirmation of Plan, Sees Year-End Exit
-----------------------------------------------------------------
Saratoga Resources, Inc., disclosed the confirmation of its Second
Amended Plan of Reorganization and its anticipated exit from
Chapter 11 bankruptcy prior to the end of the year, just nine
months after its bankruptcy filing.

Saratoga and its subsidiaries have reached an agreement in
principle with their secured lenders regarding a financial
restructuring for Saratoga, according to Company President, Andy
Clifford.  That agreement was incorporated into a Second Amended
Plan of Reorganization as Modified, filed on November 25, 2009.  
That Plan was confirmed by Judge Robert Summerhays of the Western
District of Louisiana on December 2, 2009.  This plan sets the
stage for Saratoga to exit from Chapter 11 with payment in full
for all its creditors and preservation of the interests of all
equity holders.  

"Saratoga is deeply grateful for the support, participation and
patience of all constituents involved in the bankruptcy case and
for the sound and efficient guidance of our legal team led by our
bankruptcy counsel, Adams and Reese, and our special oil and gas
counsel, Paul J. Goodwine of New Orleans-based Schully Roberts,
Slattery & Marino.  With the imminent emergence from bankruptcy,
we look forward to a bright and profitable future," said Clifford.
"The Company's focus is on increasing production through low-cost
workovers and recompletions, increasing reserves through field
studies and development, and decreasing operating costs.  We
believe that these three metrics, independent of the volatility of
oil and gas prices, enable value creation for our investors and
lenders."

"This is an excellent result achieved within a relatively short
period of time for a company coming out of bankruptcy, especially
with all creditors being paid 100 percent of their allowed claims
and the equity holders preserving their interests," said Robin
Cheatham, practice group leader of Adams and Reese Commercial
Restructuring and Bankruptcy Team.

                         About Adams and Reese

Adams and Reese LLP is a multidisciplinary, regional law firm with
offices in Baton Rouge, LA; Birmingham, AL; Houston, TX; Jackson,
MS; Memphis, TN; Mobile, AL; Nashville, TN; New Orleans, LA and
Washington, D.C.  The Adams and Reese Commercial Restructuring and
Bankruptcy Team routinely handles complex commercial bankruptcy
and insolvency issues by advising, planning, strategizing and
litigating on behalf of creditors' committees, commercial lenders,
examiners, trustees and debtors.  American Lawyer Magazine
recently named Adams and Reese to its distinguished list of the
nation's top 200 firms -- "The Am Law 200."  The National Law
Journal also lists the firm on the "NLJ 250" of the nation's
largest law firms.

                        About Saratoga Resources

Saratoga Resources Inc. (OTCBB: SROEQ) is an independent
exploration and production company with offices in Houston and
Covington.  Saratoga engages in the acquisition and development of
oil and gas producing properties that allow the Company to grow
through low-risk development and risk-managed exploration.
Saratoga operates 14 fields in Louisiana and Texas with 106 active
producing wells.  Current net production is roughly 3,000
barrels of oil equivalent per day -- BOEPD -- with 70% oil versus
gas. Principal holdings cover 37,756 gross (34,246 net) acres,
mostly held-by-production, located in the state waters offshore
Louisiana.

Saratoga Resources, Inc., and certain operating subsidiaries filed
on March 31, 2009, voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Western District of Louisiana in
Lafayette, Louisiana.  Saratoga is being advised by its legal
counsel, Adams & Reese LLP; its investment banker, Pritchard
Capital Partners LLC; and its financial advisor, Ambrose
Consulting LLC.

The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead
Case No. 09-50397).  Robin B. Cheatham, Esq., at Adams & Reese
LLP, represents the Debtors in their restructuring effort.  The
Debtors listed between $100 million and $500 million each in
assets and debts.


SENSATA TECHNOLOGIES: Moody's Raises Corp. Family Rating to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service has upgraded Sensata Technologies B.V.'s
Corporate Family and Probability of Default ratings to Caa1 from
Caa2, as well as the company's senior secured credit facility to
B2, senior unsecured notes to Caa2, and senior subordinated notes
to Caa3.  In a related rating action, Moody's affirmed the
company's Speculative Grade Liquidity rating at SGL-3.  The
outlook is positive.  

The upgrade of the company's CFR to Caa1 reflects the recent
improvement in the company's operating and financial performance.  
The positive ratings outlook reflects the anticipation for
continued improvement in Sensata's credit metrics as well as an
expectation that the company's covenant cushion will improve over
the next 12-18 months.  

While not incorporated in the positive ratings action, Sensata has
announced that it intends to raise $500 million through an IPO and
use a portion of the proceeds to repay debt.  The timing of the
IPO is still uncertain.  

Moody's has maintained the company's speculative grade liquidity
rating at SGL-3 to signify the view that the company has adequate
liquidity.  The company's internal cash generation benefits from
improving EBITDA margins but is burdened by a high interest
expense.  The company maintains access to its $150 million
revolver and draws down a portion at the end of each quarter, then
repays shortly thereafter.  As of 9/30/09, the company had
$198 million of cash, inclusive of the $100 million revolver draw
and is anticipated to generate positive cash flow from operations
in 2010.  Although the company's current covenant cushion is
considered to only be adequate, it is anticipated to improve over
the next 12 months.  Moody's believes that the company has minimal
sources of alternate liquidity.  

These ratings/assessments have been upgraded:

  -- Corporate family rating to Caa1 from Caa2;

  -- Probability of default rating to Caa1 from Caa2;

  -- Senior secured credit facility to B2 (LGD3, 31%) from B3
     (LGD3, 32%);

  -- $340 million (originally $450 million) 8% senior unsecured
     notes due 2014 to Caa2 (LGD5, 78%) from Caa3 (LGD5, 78%);

  -- EUR137 million (originally EUR141 million) 11.25% senior
     subordinated notes due 2014 to Caa3 (LGD6, 91%) from Ca
     (LGD6, 91%);

  -- EUR177.3 million (originally EUR245 million) 9% senior
     subordinated notes due 2016 to Caa3 (LGD6, 91%) from Ca
     (LGD6, 91%);

The company's speculative grade liquidity rating remains SGL-3.  

Moody's last rating action on Sensata was April 1, 2009, when the
company's Probability of Default Rating to Caa2/LD from Caa3
reflecting the closing of the Dutch auction tender.  In a related
rating action, Moody's affirmed all other ratings, including the
company's Caa2 Corporate Family Rating.  

Sensata Technologies B.V., incorporated under the laws of The
Netherlands and headquartered in Attleboro, Massachusetts, is a
global designer, manufacturer, and marketer of customized and
highly-engineered sensors and control products.  Revenues for the
LTM period ended 9/30/09 totaled approximately $1.1 billion.  


SHALAN ENTERPRISES: Asks Court Okay to Use Cash Collateral
----------------------------------------------------------
Shalan Enterprises, LLC, seeks authority from the Hon. Samuel L.
Bufford of the U.S. Bankruptcy Court for the Central District of
California to use cash collateral pursuant to a November 22, 2009,
through February 28, 2010 budget.

The Debtor owes GMAC Mortgage, First Bank, Perry and Rita Klein,
Wells Fargo Bank, Bank of America, First Horizon and Citimortgage
a combined secured debt of $7,250,095.

Joseph A. Eisenberg, Esq., at Joseph A. Eisenberg P.C., explains
that the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtor will use the cash
collateral pursuant to a weekly budget, a copy of which is
available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the secured creditors replacement liens in postpetition
rents, issues and profits of the rents, issues, profits and
putative cash collateral associated with the Debtor's 34 income
producing residential real properties throughout California and
Arizona, to the extent of any diminution in valued of the Secured
Creditors' interest in prepetition cash collateral associated with
the properties.

Marina Del Rey, California-based Shalan Enterprises, LLC, a Nevada
limited liability company, was formed in 1999 for the purpose of
owning, operating and leasing and/or selling properties.

The Company filed for Chapter 11 bankruptcy protection on
November 25, 2009 (Bankr. C.D. Calif. Case No. 09-43263).  The
Company has assets of $12,540,000, and total debts of $7,426,313.


SIMMONS BEDDING: Parent Suspends Duty to File SEC Reports
---------------------------------------------------------
Simmons Company on December 4, 2009, filed a Suspension of Duty to
File Reports on Form 15 with the Securities and Exchange
Commission to suspend immediately its voluntary filing of current
and periodic reports under Section 13(a) and 15(d) of the
Securities Exchange Act, as amended.

On November 16, 2009, the Company, along with its subsidiaries
Bedding Holdco Incorporated and Simmons Bedding Company and all of
its domestic subsidiaries, filed a pre-packaged plan of
reorganization under chapter 11 of the United States Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Delaware.

              Combined Hearing on Plan & DS on Jan. 5

As reported by the Troubled Company Reporter, the Debtors have
filed with the U.S. Bankruptcy Court for the District of Delaware
a proposed joint prepackaged plan of reorganization and disclosure
statement.

The Plan was proposed pursuant to the September 2009 Plan Sponsor
Agreement among the Debtors and AOT Bedding Super Holdings, LLC,
and AOT Bedding Intermediate Holdings, LLC (the Purchasers).
Under the Plan Sponsor Agreement, Bedding Holdco Incorporated,
Simmons Bedding and its subsidiaries will be acquired by the
Purchasers upon consummation of the Plan.  The Debtors would be
filing a motion seeking approval of the Plan Sponsor Agreement,
which includes certain covenants relating to the conduct of the
Debtors' business, including a general requirement that the
Debtors continue operating in the ordinary course of business.

Under the Plan, secured creditors, unsecured trade creditors, and
administrative and priority creditors will be paid in full or
reinstated.  The Debtors will reinstate $12.5 million of claims
arising in connection with certain industrial revenue bonds and
assume obligations aggregating $10 million under certain letters
of credit.  Holders of the SBC Notes and Holdco Notes will get
cash recoveries, which the Debtors will finance from an equity
investment by the Purchasers of approximately $310 million and the
proceeds issuance of $425 million senior secured term notes.
Holders of the SBC Notes, Holdco Notes and SBC Credit Agreement
Claims as well as an affiliate of one of the Purchasers have
committed to purchase senior secured term notes.

The Debtor says that it held an October 13, 2009 solicitation of
votes on the Plan via a disclosure statement.  The Plan has been
accepted in excess of the statutory thresholds specified in
Section 1126(c) of the Bankruptcy Code by the classes entitled to
vote.

The restructuring contemplated by the Plan will cut the Debtors'
outstanding indebtedness by $572 million.

A copy of the Plan is available for free at:

  http://bankrupt.com/misc/SIMMONS_BEDDING_reorganizationplan.pdf
  http://bankrupt.com/misc/SIMMONS_BEDDING_reorganizationplan2.pdf

A copy of the disclosure statement is available for free at:

       http://bankrupt.com/misc/SIMMONS_BEDDING_ds.pdf
       http://bankrupt.com/misc/SIMMONS_BEDDING_ds2.pdf

The Court will convene a combined hearing on January 5, 2010, at
11:30 a.m., to consider approval of the adequacy of the Disclosure
Statement and confirmation of the Plan.

Deutsche Bank AG, New York Branch, the administrative agent for
holders of Classes 4A- 4l Claims, is represented by Simpson,
Thacher & Bartlett LLP.  Certain holders of Classes 5,{ -5H Claims
are represented by Paul, Weiss, Rifkin, Wharton & Garrison LLP.
Certain holders of Class 6 Claims are represented by Goodwin
Proctor LLP.

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.

Simmons 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.


SPRINT NEXTEL: Ireland Acquisition May Name Majority of iPCS Board
------------------------------------------------------------------
As reported in the Troubled Company Reporter on November 30, 2009
Sprint Nextel Corporation has completed its tender offer for all
outstanding shares of iPCS, Inc. common stock.  The tender offer
expired at midnight EST on Wednesday, November 25, 2009, and was
conducted through a wholly owned subsidiary of Sprint Nextel
named Ireland Acquisition Corporation.

In a regulatory filing Thursday, iPCS, Inc. discloses that upon
acceptance for payment of the tendered shares, the merger
agreement provides Ireland Acquisition the right to designate a
number of individuals to iPCS' board of directors who, following
their election, will constitute a majority of iPCS' board of
directors, subject to the terms and conditions contained in the
merger agreement.

As of December 3, 2009, Ireland Acquisition holds approximately
11.593 million common shares, representing approximately 70.3% of
the outstanding shares.  Based on the offer price, the aggregate
amount of consideration paid for the shares purchased by Ireland
Acquisition in connection with the offer is approximately
$278.2 million.  Sprint Nextel has provided Ireland Acquisition
sufficient funds to purchase the tendered shares from the
Company's existing cash balances.

In addition, on November 27, 2009, Ireland Acquisition exercised
the option granted under the merger agreement pursuant to which
Ireland Acquisition has the right to purchase such number of newly
issued shares at the offer price such that, when added to the
shares already owned by Ireland Acquisition and Sprint Nextel and
their affiliates, constitutes one share more than 90% of the total
number of shares outstanding on a fully diluted basis (the "Top-Up
Option").  Ireland Acquisition expects to purchase the shares
pursuant to the exercise of the Top-Up Option on December 4, 2009,
following which Ireland Acquisition will effect a short-form
merger with iPCS under Delaware law no later than December 7,
2009.  As a result of the merger, iPCS will become a wholly-owned
subsidiary of Sprint Nextel.

                         About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.

                      About Sprint Nextel

Overland Park, Kansas-based Sprint Nextel Corporation --
http://www.sprint.com/-- offers a comprehensive range of wireless
and wireline communications services bringing the freedom of
mobility to consumers, businesses and government users.  Sprint
Nextel is widely recognized for developing, engineering and
deploying innovative technologies, including two wireless networks
serving more than 48 million customers at the end of the third
quarter of 2009 and the first and only 4G service from a national
carrier in the United States; industry-leading mobile data
services; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone.

As of September 30, 2009, the company had $55.648 billion in total
assets against $37.414 billion in total liabilities.  As of
September 30, 2009, the company had $5.9 billion in cash, cash
equivalents and short-term investments and $1.6 billion in
borrowing capacity available under its revolving bank credit
facility, for total liquidity of $7.5 billion.

                         *     *     *

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating.  Standard & Poor's Ratings Services said its rating
on Sprint Nextel (BB/Negative/--) is not affected by the company's
definitive agreement to acquire iPCS Inc.


STATION CASINOS: Chapter 11 Trustee Sought by Committee
-------------------------------------------------------
BankruptcyData reports that Station Casinos' official committee of
unsecured creditors filed with the U.S. Bankruptcy Court a motion
seeking the appointment of a Chapter 11 trustee to the case.

According to BData, among other things, the motion states, "SCI's
estate has been hopelessly mismanaged and SCI has proven itself
incapable of creating anything save acrimony between itself and
its various creditor constituencies....SCI's current trajectory in
these cases is counter to the interests of all creditors."

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)


STOCK BUILDING: To Auction Two Buildings Under Liquidation Plan
---------------------------------------------------------------
Amanda Jones Hoyle at Triangle Business Journal says two former
Stock Building Supply LLC buildings in Durham and Sanford will be
up for sale on Dec. 15, and 16, 2009, as part of the Company's
post-bankruptcy liquidation plan.

The building to be auction, Ms. Hoyle notes, includes a 122,000-
square-foot industrial facility located at 298 Harvey Faulk Road
in Sanford, and a 50,000-square-foot warehouse building on 3.8
acres at 6801 Mount Hermon Church Road in Durham.

Raleigh, North Carolina-based Stock Building Supply --
http://www.stockbuildingsupply.com/-- is a leading supplier of   
building materials to professional home builders and contractors
in the United States.  Stock operates out of 19 markets including
Washington, DC; Paradise, PA; Richmond, VA; Raleigh-Durham,
Charlotte and Winston-Salem/Greensboro, NC; Greenville and
Columbia, SC; Atlanta, GA; Austin, Amarillo, Houston, Lubbock and
San Antonio, TX; Albuquerque, NM; Salt Lake City and Southern UT;
Spokane/Northern Idaho; and Los Angeles, CA.

The Company and 25 of its affiliates filed for Chapter 11
protection on May 6, 2009 (Bankr. D. Del. Lead Case No. 09-11554).
Shearman & Sterling LLP and Young, Conaway, Stargatt & Taylor,
represent the Debtors in their restructuring efforts.  The Debtors
selected FTI Consulting as restructuring consultant.  When the
Debtors' sought for protection from their creditors, they listed
assets between $50 million and $100 million, and debts between
$10 million and $50 million.

Stock Building Supply completed its financial restructuring and
emerged from Chapter 11.  The Company's Plan of Reorganization was
confirmed by the United States Bankruptcy Court for the District
of Delaware on June 15, 2009.


SUNGARD DATA: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
93.00 cents-on-the-dollar during the week ended Dec. 4, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.11
percentage points from the previous week, The Journal relates.  
The loan matures on Feb. 28, 2016.  The Company pays 362.5 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among the 178 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Dec. 4.

SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

As stated by the Troubled Company Reporter on Sept. 1, 2009,
Moody's Investors Service affirmed SunGard's 'B2' corporate family
and probability of default ratings, along with its SGL-2
speculative grade liquidity rating.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.


SUPPER 88 LLC: Court Dismisses Chapter 11 Proceeding
----------------------------------------------------
Erin Ailworth at Boston.com says a federal judge dismissed the
Chapter 11 case of Super 88 LLC sending the company back into
state court.

Super 88 LLC operates a supermarket.  It filed for Chapter 11
protection in October.  The Company listed assets and debts of
between $10 million and $50 million.


SWIFT TRANSPORTATION: Bank Debt Trades at 11.35% Off
----------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 88.65 cents-on-the-dollar during the week ended Dec. 4,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.55 percentage points from the revious week, The Journal
relates.  The loan matures on March 15, 2014.  The Company pays
325 basis points above LIBOR to borrow under the facility.  The
debt carries Moody's B3 rating and Standard & Poor's B- rating.  
The debt is one of the biggest gainers and losers among the 178
widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Dec. 4.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/--  
hauls freight such as building materials, paper products, and
retail merchandise throughout the US and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry ans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.  Chairman and CEO Jerry
Moyes owns the company, which he founded in 1966, took public, and
took private again in 2007.


TATANKA HOTEL: 3.26-Acre Property Slated for Auction Before Bankr.
------------------------------------------------------------------
Cara Rank at jhnewsandguide.com reports that Tatanka Hotel
Development Partners LLC's 3.26-acre property, known as the H-1
lot, in Tenton Village was slated for foreclosure auction before
the Company filed for Chapter 11 bankruptcy protection.  According
to jhnewsandguide.com, the lot had an opening bid of more than
$14 million to cover a Wells Fargo loan.  Jhnewsandguide.com
relates that Wells Fargo Bank market president Pete Lawton said
that the bank still has its position on the property.  Jackson
Hole Mountain Resort, jhnewsandguide.com states, holds a second
position on the property and could lose more than $5.5 million on
that loan if foreclosed.

Based in Miami, Florida, Tatanka Hotel Development Partners LLC
filed for Chapter 11 on September 30, 2009 (Bankr. D. Wyo. Case
No. 09-20976).  In its petition, the Debtor listed both assets and
debts between $10 million and $50 million.


TATTNALL BANK: HeritageBank of South Assumes All Deposits
---------------------------------------------------------
The Tattnall Bank, Reidsville, Georgia, was closed December 4 by
the Georgia Department of Banking and Finance, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with HeritageBank of the South, Albany,
Georgia, to assume all of the deposits of The Tattnall Bank.

The two branches of The Tattnall Bank will reopen during normal
business hours as branches of HeritageBank of the South.
Depositors of The Tattnall Bank will automatically become
depositors of HeritageBank of the South.  Deposits will continue
to be insured by the FDIC, so there is no need for customers to
change their banking relationship to retain their deposit
insurance coverage.  Customers should continue to use their
existing branches until HeritageBank of the South can fully
integrate the deposit records of The Tattnall Bank.

As of September 30, 2009, The Tattnall Bank had total assets of
$49.6 million and total deposits of approximately $47.3 million.
HeritageBank of the South did not pay the FDIC a premium for the
deposits of The Tattnall Bank.  In addition to assuming all of the
deposits of the failed bank, HeritageBank of the South agreed to
purchase $48.5 million of the failed bank's assets.  The FDIC
retained the remaining assets for later disposition.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-8251.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/tattnall.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $13.9 million.  HeritageBank of the South's
acquisition of all the deposits was the "least costly" resolution
for the DIF compared to alternatives.  The Tattnall Bank is the
127th FDIC-insured institution to fail in the nation this year,
and the 24th in Georgia.  The last FDIC-insured institution closed
in the state was First Security National Bank, Norcross, earlier
December 4.


TAYLOR-WHARTON: Pays Prepetition Claims of Ongoing Trade Creditors
------------------------------------------------------------------
Taylor-Wharton International, LLC, disclosed that its Chapter 11
restructuring continues to progress as planned.

TWI continues to operate business as usual.  Pursuant to orders
entered by the Bankruptcy Court, the Company has been paying trade
creditors for amounts owed prior to the Nov. 18 voluntary Chapter
11 filing.  Additionally, the Company continues to pay for goods
and services provided after the Nov. 18 filing date in the
ordinary course of business.

As previously announced, TWI implemented its voluntary
restructuring to execute an agreement in principle with the
holders of its mezzanine senior subordinated secured notes and
holders of its first lien notes to significantly improve the
Company's capital structure and create financial flexibility.
Under the terms of the agreement, TWI's debt obligations will be
reduced by more than 50%.  Additionally, upon emergence from
Chapter 11, the Company will receive improved terms from its
lenders and access to new financing, including a $25 million
credit facility.  The agreement also calls for the investment of
new equity capital by the mezzanine holders and the Company's
financial sponsors, in support of the overall refinancing
strategy.

"We are off to a good start in executing all aspects of our
restructuring strategy," said Bill Corbin, chairman and chief
executive officer of TWI.  "We have a lot of work ahead of us to
make this restructuring a success.  Making our trade creditors
whole is a big part of that and I am pleased to report that the
Bankruptcy Court has entered orders enabling us to fully pay most,
if not all, claims of our trade creditors for obligations incurred
prior to the filing.  The Company has already undertaken to pay
such pre-filing obligations.  Such payments reflect the critical
nature of our trade vendors and their importance to our ability to
provide the high quality products our customers have come to
expect.  The Company is also pleased that post-filing obligations
are being paid in the ordinary course of business."

               About Taylor-Wharton International

Taylor-Wharton International, LLC is the world's leading
technology, service and manufacturing network for gas applications
involving pressure vessels and precision valves.  Taylor-Wharton
International operates three complementary businesses from 16
manufacturing, sales, warehouse and service facilities in six
countries on four continents, and markets its products in over 80
countries worldwide.

The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. Delaware Case No. 09-14089).  The
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

These affiliates of the Company also filed separate Chapter 11
petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.


TECH DATA: Fitch Affirms Issuer Default Ratings at 'BB+'
--------------------------------------------------------
Concurrent with Fitch's Stable Outlook on the IT Distributor
sector, Fitch has affirmed the ratings of Tech Data:

  -- Issuer Default Rating at 'BB+';
  -- $250 million senior unsecured credit facility at 'BB+';  
  -- $2.75% senior unsecured convertible debentures at 'BB+'.

The Rating Outlook is Stable.

Fitch's Stable Outlook for the IT Distributors in 2010 is based on
a more optimistic view on end-market demand and resultant
improvement of industry financial profiles offset by expectations
of moderate deterioration in liquidity and heightened event risk.  
Fitch expects modest sales growth in 2010, as corporate IT demand
improves amid a more stable economic backdrop and growth in
emerging markets, particularly Asia-Pacific, while Western Europe
is expected to experience the lowest growth.  Recent cost
reduction initiatives along with aforementioned revenue growth
expectations are expected to drive positive operating leverage.  
Liquidity profiles will likely deteriorate modestly from current
levels as distributors begin deploying cash amid a more stable
operating and credit environment, particularly for acquisitions,
and modest working capital needs drive lower free cash flow.  
While much of the acquisition activity will likely be moderate,
Fitch believes there is an increased likelihood of larger and more
numerous transactions, given higher cash balances, compressed
valuations, and an increasingly stable operating environment.  The
ratings incorporate some capacity for liquidity deterioration as
well as moderate acquisition activity, assuming expected operating
profit improvement materializes.  

Tech Data's ratings and Stable Outlook reflect the above
considerations as well as these:

  -- Fitch expects Tech Data to experience low single digit
     revenue growth in 2010, driven by an improvement in
     enterprise hardware spending and PC sales.  Fitch expects  
     operating profitability to be largely unchanged, as opex
     reductions are offset by anticipated modestly lower gross
     margins, which have benefited from pricing discipline in
     recent quarters.

  -- The company's significant exposure to the European market
     (56% of revenue) will likely limit growth as demand in this
     region is expected to remain weak through the first half of
     2010.  Profitability in this region has improved in recent
     quarters, due to previous restructuring efforts as well as
     aforementioned gross margin upside.  However, the operating
     margin is expected to remain materially below the Americas,
     constraining overall profitability.  Further, Tech Data's
     lack of exposure to the faster-growing Asia-Pacific market
     will result in slower growth relative to competitors with
     operations in this region.  

  -- In line with Fitch's expectations, Tech Data has generated a
     significant amount of free cash flow during the economic
     downturn, largely due to reductions in working capital.  The
     company has maintained a conservative financial policy,
     building its cash balance and reducing short-term borrowings,
     largely due to the economic uncertainty and tight credit
     markets.  However, Fitch believes that a more stable
     operating and credit environment, coupled with Tech Data's
     significant cash balance, drives heightened event risk going
     forward, particularly around acquisitions.  The more than
     $1.2 billion of cash provides ample flexibility for
     acquisitions and expected modest 2010 working capital needs.  
     However, the ratings do not incorporate one or more large
     transactions that would utilize the majority of Tech Data's
     cash, given expected future working capital needs in
     subsequent years, which would then likely require debt
     funding.  Share repurchases are expected to be modest and
     funded with cash on hand, with the Board of Directors
     recently authorizing a $100 million share repurchase program.  

Rating strengths include:

  -- Tech Data's scale of operations, international footprint,
     financial capability and breadth of product offering, which
     provide a competitive advantage via moderate barriers to
     entry.

  -- Importance of the wholesale distribution model for original
     equipment manufacturers, particularly for the small-to-medium
     business market.

Rating concerns include:

  -- The company's operating results are significantly impacted by
     the cyclicality of IT demand and general global economic
     conditions.

  -- Potential for the use of free cash flow and/or debt issuance
     for acquisitions, or for shareholder-friendly actions, which
     Fitch expects to rise amid a more stable operating
     environment.

  -- Low-margin and high working capital nature of the wholesale
     distribution model raises operating risk and can lead to
     volatility in free cash flow.  

Liquidity was solid as of Oct. 31, 2009, and consisted primarily
of $1.2 billion in cash and cash equivalents, an undrawn $250
million senior unsecured revolving credit facility expiring March
2012 and an undrawn $150 million U.S.-based accounts receivable
securitization program which matures in October 2010.  Tech Data
has other, mostly uncommitted, lines of credit with approximately
$385 million available for use (net of $114 million of borrowings
and $37 million letters of credit), which the company uses as
additional sources of liquidity.  

Total debt was $430 million as of Oct. 31, 2008, and consisted
primarily of $350 million in 2.75% senior convertible debentures
due 2026 ($328 million accreted value as of Oct. 31), which are
convertible at $54.26 per share and putable to the company in
December 2011, and $114 million outstanding under various credit
facilities.  The company's reliance on short-term borrowings to
fund a portion of its working capital needs drove lower borrowings
during the downturn, causing leverage to remain below 1.5 times.  
Fitch anticipates debt balances could fluctuate slightly in 2010
to fund global working capital needs, although a significant
change is not anticipated.


TELESAT CANADA: Bank Debt Trades at 7.18% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Telesat Canada is
a borrower traded in the secondary market at 92.82 cents-on-the-
dollar during the week ended Dec. 4, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.79 percentage points from
the previous week, The Journal relates.  The loan matures on June
6, 2014.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank debt is not rated by Moody's and
Standard & Poor's.  The debt is one of the biggest gainers and
losers among the 178 widely quoted syndicated loans, with five or
more bids, in secondary trading in the week ended Dec. 4.

Headquartered in Ottawa, Ontario, Canada, Telesat Canada is the
world's fourth largest provider of fixed satellite services and
one of three companies operating on a global basis.  The company
has a fleet of 12 in-orbit satellites comprised of ten owned and
operated satellites, one satellite with a prepaid lease, and one
satellite leased from DIRECTV, Inc.

Telesat carries 'B2' long term corporate family ratings from
Moody's and 'B+' issuer credit ratings from Standard & Poor's.


TH AGRICULTURE & NUTRITION: District Court Affirms Plan Approval
----------------------------------------------------------------
Greenberg Traurig, LLP announced that the T H Agriculture &
Nutrition, L.L.C. reorganization plan was approved by Judge
William Pauley of the United States District Court for the
Southern District of New York.  The court affirmed the
confirmation of the order that the Bankruptcy Court issued on
May 28, 2009, and the reorganization plan became effective as of
November 30, 2009.  This plan establishes a $900 million trust
under section 524(g) of the Bankruptcy Code into which all
asbestos claims against the debtor and its affiliates, including
its corporate parent Philips Electronics North America
Corporation, will be channeled.

?We are pleased that our client received the result they wanted,
which allows them to permanently resolve the asbestos claims
against themselves and their corporate parent by channeling all
such claims to the established trust,? said Bruce R. Zirinsky,
Esq., Co-Chair of Greenberg Traurig?s Business Reorganization and
Bankruptcy Practice.

THAN was incorporated in 1917 as Thompson-Munro-Robbins Chemical
Co. and became a subsidiary of PENAC in 1961.  The company was
headquartered in the Kansas City, Missouri area and its primary
business was the distribution of industrial and agricultural
products. THAN exited the chemicals business in 1981.

This effort was led at Greenberg Traurig by shareholders Bruce
Zirinsky and John Bae with support from associates Denise Penn,
Kaitlin Walsh, Burke Dunphy, Whitney Baron, Beth Sickelka and
Sohyoung Choo, in the firm?s Business Reorganization and
Bankruptcy Practice, and tax shareholders Ken Zuckerbrot and David
Bunning, all in the firm?s New York office.

                    About Greenberg Traurig, LLP

Greenberg Traurig, LLP is an international, full-service law firm
with approximately 1750 attorneys serving clients from more than
30 offices in the United States, Europe and Asia. In the U.S., the
firm has more offices than any other among the Top 20 on The
National Law Journal?s 2008 NLJ 250. In the U.K., the firm
operates as Greenberg Traurig Maher LLP. Additionally, Greenberg
Traurig has strategic alliances with the following independent law
firms: Studio Santa Maria in Milan and Rome, TA Lawyers GKJ in
Tokyo, and Weber Law Office in Zrich. The firm was Chambers and
Partners' USA Law Firm of the Year in 2007 and among the Top 3 in
the International Law Firm of the Year at the 2009 The Lawyer
Awards. For additional information, please visit www.gtlaw.com.

                       About T H Agriculture

Headquartered in New York, T H Agriculture & Nutrition L.L.C.
manages the defense and resolution of the asbestos PI claims and
certain commercial real estate.  Prior to 1984, the Debtor made
agricultural products and chemicals for various industrial and
agricultural applications.  Between 1960 and $1980, the company
distributed asbestos fiber in certain parts of the UnitedStates.

The company was originally incorporated as Thompson-Munro-Robbins
Chemical Co. under Missouri law in January 1917.  The company
changed its name in 1923 to Thompson, Hayward & Schlueter, Inc.,
and again in 1925 to Thompson-Hayward Chemical Co.

In addition, the company distributed Chrysotile asbestos fiber,
majority of which was supplied by Carey Canadian Mines Ltd; and
laundry products and vermiculite; and talc.

T H Agriculture & Nutrition, L.L.C., filed for Chapter 11 on Nov.
24, 2008 (Bankr. S.D.N.Y. Case No. ______).  Attorneys at
Cadwalader, Wickersham & Taft LLP and Stutzman, Bromberg, Esserman
& Plifka represent the Debtor in their restructuring effort.
American Securities Advisors LLC serves as financial advisor.
Kurtzmann Caron Consultants LLC serves as claims agent.  As of
Aug. 31, 2008, the Debtor had assets of $77,989,574 against debts
of $576,762,896.


TLC VISION: In Restructuring Talks with Lenders; May Sell Assets
----------------------------------------------------------------
TLC Vision Corporation said last week it continues to be in
discussions with its secured lenders on the terms of a
restructuring of the Company's capital structure and continues to
explore potential asset sales.  There can be no assurance,
however, that the Company will be able to reach agreement on the
terms of a restructuring with the secured lenders or that the
Company will reach agreement for the sale of any assets.  There
can also be no assurance that the Company's senior lenders will
continue to forbear from exercising their rights under the
Company's credit agreement.

The credit agreement, dated June 21, 2007, as amended, provides
for a US$85 million term loan and a US$25 million revolving credit
line.  As of October 31, 2009, the amount outstanding under the
credit facility was approximately US$100.1 million.

On November 30, TLC Vision said it has been notified by the
Toronto Stock Exchange that based on the Company's financial
condition the TSX is reviewing the eligibility for continued
listing on the TSX of the Company's common shares.  The Company is
being reviewed under the TSX's Remedial Review Process and has
been granted 30 days to comply with all requirements for continued
listing.  If the Company cannot demonstrate that it meets all TSX
requirements for continued listing on or before December 30, 2009,
the Company's common shares will be delisted 30 days from such
date.

Shareholders will be kept apprised of the status of the Company's
TSX listing, and other developments affecting the Company, as the
process advances.

                         About TLC Vision

St. Louis, Missouri-based TLC Vision Corporation (NASDAQ:TLCV;
TSX:TLC) -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care.  Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

At September 30, 2009, the Company had total assets of
$130.0 million and total liabilities of $166.8 million.  At
September 30, 2009, the Company had accumulated deficit of
$391.8 million, total TLC Vision stockholders' deficit of
$51.3 million, noncontrolling interest of $14.5 million, and
stockholders' deficit of $36.7 million.


TRANS ENERGY INC: Posts $1.27-Mil. Net Loss for Sept. 30 Quarter
----------------------------------------------------------------
Trans Energy, Inc., reported a net loss of $1,271,143 for the
three months ended September 30, 2009, from net gain of $446,697
for the year ago period.  The Company posted a net loss of
$2,744,442 for the nine months ended September 30, 2009, from a
net loss of $1,065,099 for the year ago period.

Revenues for the three months ended September 30, 2009, were
$1,111,891 from $2,188,071 for the year ago period.  Revenues for
the nine months ended September 30, 2009, were $4,148,925 from
$3,844,791 for the year ago period.

At September 30, 2009, the Company had total assets of $32,070,854
against total current liabilities of $34,047,211 and total long-
term liabilities of $237,688.

Trans Energy has incurred cumulative operating losses through
September 30, 2009, of $38,257,497.  At September 30, 2009, Trans
Energy had a stockholders' deficit of $2,214,045 and a working
capital deficit of $30,385,258, including its note payable which
is due in June 2010.  Revenues during the nine months ended
September 30, 2009, were not sufficient to cover its operating
costs.

"We expect positive operating cash flow from existing wells and
new drilling which will allow us to continue as a going concern.
There can be no assurance that Trans Energy can or will be able to
complete any debt or equity financing that might be needed to fund
operations in the future," the Company said.

Trans Energy holds a promissory note agreement with Warren
Drilling Co., Inc., an Ohio Corporation.  The purpose of the
promissory note was to fund certain drilling equipment necessary
to equip the rig for horizontal drilling.  An initial advance in
the amount of $302,280 was made on December 22, 2008, with a
second advance in the amount of $311,440 made on February 4, 2009.  
The note bears interest in the amount of 6.5% per annum, payable
in monthly installments of $27,443 for 24 months.  As of September
30, 2009, the outstanding balance was $419,515, of which $284,501
was classified as current.  The note is secured by equipment of
Warren Drilling, Co., for which an executed security agreement was
filed with the promissory note.  Trans Energy has evaluated their
relationship with Warren Drilling and has determined that Trans
Energy does not have a controlling financial interest in Warren
Drilling which would require consolidation.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4b2f

Based in St. Marys, West Virginia, Trans Energy Inc. is an
independent energy company engaged in the acquisition,
exploration, development, exploitation and production of oil and
natural gas.  Its operations are presently focused in the State of
West Virginia.


TRIBUNE CO: Bank Debt Trades at 48% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 52.11 cents-on-the-
dollar during the week ended Dec. 4, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.96 percentage points
from the previous week, The Journal relates.  The loan matures May
17, 2014.  Tribune pays 300 basis points above LIBOR to borrow
under the facility.  Moody's has withdrawn its rating on the bank
debt, while it is not rated by Standard & Poor's.  The debt is one
of the biggest gainers and losers among the 178 widely quoted
syndicated loans, with five or more bids, in secondary trading in
the week ended Dec. 4.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating  
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRUMP ENT: Backs Bondholders Plan; Beal to File Rival Plan
----------------------------------------------------------
Wayne Parry at The Associated Press reports Trump Entertainment
Resorts is now supporting a plan proposed by bondholders that
would enable them to acquire Trump Taj Mahal Casino Resort, Trump
Plaza Hotel and Casino, and Trump Marina Hotel Casino for
$225 million, and give 10% stake in the reorganized company to
Donald Trump.

According to the report, after weeks of talks, the bondholders and
Mr. Trump still could not reach an agreement with secured creditor
Beal Bank.  

As reported by the TCR on Nov. 27, 2009, secured creditor Beal
Bank -- which was previously working with shareholder Donald Trump
and management of Trump Entertainment Resorts for a plan that
would wipe out unsecured creditors -- is asking the Court to
slightly modify the plan confirmation schedule so that it can
propose its own plan for Trump Entertainment.

According to The AP, the bankruptcy judge has encouraged both
sides to keep working toward an agreement that would eliminate the
need for her to choose between the competing plans.

The Hon. Judith H. Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey previously approved the disclosure
statements to the respective plans of Trump Entertainment Resorts
Inc., et al., and of the ad hoc group of holders of 8-1/2% Senior
Secured Notes due 2015.  The confirmation hearing will be held at
10:00 a.m. (prevailing Eastern Time) on Jan. 20, 2010; and will be
continued on Jan. 21-22, 2010, and Jan. 26-27, 2010, if necessary.
Objections, if any are due Jan. 11, 2010, at 5:00 p.m. (prevailing
Eastern Time.)

The management plan is based on an agreement reached by Beal Bank
and Donald Trump, which have agreed to a $100 million investment
that would give them control of the Company upon emergence from
bankruptcy.  Mr. Trump, however, announced in November that he and
his daughter would support a competing plan from noteholders.

Beal Bank asks the Court to convene a hearing on December 11,
2009, to consider approval of a disclosure statement to its own
Plan, and temporarily suspend solicitation of the AHC Plan (and
the Debtors' Plan to the extent the Debtors intend to pursue one)
so that Beal Bank may proceed on the same schedule as the AHC
Plan.

                  Beal Bank vs. Unsec. Creditors

In July 2009, Trump Entertainment management filed a Chapter 11
plan built around the proposed sale of the company to shareholder
Donald Trump.  Under the original plan, Donald J. Trump and BNAC,
Inc., an affiliate of Beal Bank Nevada, will invest $100 million
cash in the newly private company and become its owners.  The
original plan provides for a 94% recovery for Beal Bank, the
secured creditor, and a wipe-out for lower ranked creditors.

The Ad Hoc Committee of Holders of the 8.5% Senior Secured Notes
Due 2015 filed a competing plan, which allows second lien
noteholders and general unsecured claimants to have distributions
in the form of 5% of the new common stock and subscription rights
to acquire 95% of the new common stock.

In September, Judge Judith Wizmur approved a request by the
noteholders of an examiner to investigate the Company's decision
to endorse a Chapter 11 plan backed by shareholder Donald
Trump.  The bondholders urged a probe as to whether the board
acted in good faith as unsecured creditors will be wiped out under
Donald Trump's plan while he would retain control of the Company.

On November 16, Donald Trump sent a letter to the Company
terminating their purchase agreement with BNAC, which was the
backbone of the management-sponsored Plan.  Mr. Trump said he has
exercised his rights to terminate the deal on various grounds
including as a result of the appointment of an examiner in the
Company's Chapter 11 cases and as a result of the confirmation
hearing in the bankruptcy cases being scheduled for after
January 15, 2010, which is the deadline in the Purchase Agreement
for confirmation of the Company's plan of reorganization.

Mr. Trump and daughter Ivanka Trump, which own shares in Trump
Entertainment, have also entered into an agreement with the
holders of 61% of the partnership's outstanding 8.5% Senior
Secured Notes due 2015.  Under the deal, Mr. Trump and his
daughter Ivanka have agreed to support the Chapter 11 plan
proposed by the noteholders and permit the Company to continue to
use the Trump name in connection with the Company's three casinos.

Pursuant to such agreement, Mr. Trump will receive 5% of the new
common stock in the Company to be issued under such noteholders'
proposed Chapter 11 plan of reorganization and warrants to
purchase up to an additional 5% of such common stock.

Neither Beal Bank, the Company's senior lender, nor the Company,
however, are parties to the settlement agreement among Mr. Trump
and such noteholders.

                    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.


UAL CORP: Records High Executive Payments Amidst Pension Cuts
-------------------------------------------------------------
UAL Corp., parent of United Air Lines, Inc., is cited among eight
companies that paid a total of $350 million in executive payments
from 2002 to 2005, Bloomberg News reported on November 19, 2009,
citing a report prepared by a Government Accountability Office.

The GAO is a congressional watchdog agency that investigates how
the federal government spends taxpayer dollars.

According to the GAO report, UAL missed $979 million in pension
contributions but paid its top three executives $55 million in
fees, Bloomberg disclosed.

In general, the GAO report found that benefits to retirees were
cut by as much as two-thirds in contrast to salary increases,
stock awards, retention bonuses and other pay to executives,
Bloomberg related.

UAL's spokesperson, Jean Medina stated that as part of his
employment contract, UAL paid UAL Chief Executive Officer Glenn
Tilton for the substantial value he forfeited by leaving his
previous employer, which has nothing to do with a United pension
payment or plan, Bloomberg said.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest air
carrier. The airline flies to Brazil, Korea and Germany.
The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006. (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings. UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UAL CORP: Flight Attendants Join AMR AFA Strike
-----------------------------------------------
United Air Lines, Inc. flight attendant members of the
Association of Flight Attendants-CWA, AFL-CIO (AFA-CWA) joined
members of the Association of Professional Flight Attendants at
American Airlines on the picket line in mid-November.

United Airlines Flight Attendants joined the American Airlines
Flight Attendants for a fair Contract and coordinated efforts to
lift the standard for Flight Attendants across the industry.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest air
carrier. The airline flies to Brazil, Korea and Germany.
The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006. (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings. UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UAL CORP: Par Investment Reports 8.04% Equity Stake
---------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission dated November 20, 2009, PAR Investment Partners, L.P.
disclosed that it beneficially owns 11,760,000 shares of UAL
Corporation Common Stock, par value $0.01, representing 7.04% of
UAL's total outstanding shares.

UAL has 167,040,862 shares of common stock as of October 21,
2009.

PAR Investment has sole power to vote or dispose of 11,760,000
shares of UAL common stock.

PAR Group, L.P. and PAR Capital Management, Inc. each
beneficially owns 11,760,000 shares of UAL common stock, par
value $0.01, representing 7.04% of UAL's total outstanding
shares.  Each of PAR Group and PAR Capital has sole power to vote
or dispose of 11,760,000 shares of UAL common stock.

Subsequently, in a Schedule 13G/A filed with the SEC on
November 23, 2009, PAR Investment reported that it beneficially
owns 13,402,403 shares of UAL common stock, par value $0.01
representing 8.04% of UAL's total outstanding shares.  PAR
Investment has sole power to vote or dispose of 13,402,403 shares
of UAL common stock.

Similarly, PAR Group and PAR Capital disclosed that they each own
13,402,403 shares of UAL common stock.  PAR Group and PAR Capital
each has sole power to vote or dispose of 13,402,403 shares of
UAL common stock.

PAR Investment is a private investment partnership engaging in
the purchase and sale of securities for its own account.  PAR
Group is the sole general partner of PAR Investment.  PAR Capital
is the sole general partner of PAR Group.

Moreover, PAR Investment explains that the 13,402,403 shares of
UAL common stock include 11,760,000 shares as well as 1,642,403
shares comprised of:

(i) 570,705 shares of UAL common stock issuable to PAR
     Investment upon conversion of $18,625,000 principal amount
     of 4.5% Convertible Notes due June 30, 2021, at a
     conversion price of $30.6419, and

(ii) 1,071,698 shares of common stock issuable to Par Investment
     upon conversion of $47,042,916 principal amount of 5%
     Convertible Notes due February 1, 2021, at a conversion
     price of $22,7813.  PAR Investment has sole investment
     discretion and sole voting power of the shares.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest air
carrier. The airline flies to Brazil, Korea and Germany.
The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006. (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings. UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UNIVERSAL ENERGY: Delays Filing of Sept. 30 Quarterly Report
------------------------------------------------------------
Universal Energy Corp. has yet to file its quarterly report on
Form 10-Q for the period ended September 30, 2009.  The Company
said additional time is needed in completing the review of the
financial statements to ensure adequate and proper disclosure of
certain information required to be included in the Form 10-Q.

As of June 30, 2009, the Company had $1,469,374 in total assets;
and $4,291,779 in total current liabilities and $6,773 in asset
retirement obligation; resulting in $2,829,178 stockholders'
deficit.

In its audit report dated July 21, 2009, Mark Bailey & Company,
Ltd., in Reno, Nevada -- its independent registered certified
public accounting firm -- said the Company has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.  The Company said its ability to continue as a going
concern is heavily dependent upon its ability to obtain additional
capital to sustain operations.  Currently, the Company has no
commitments to obtain additional capital, and there can be no
assurance that financing will be available in amounts or on terms
acceptable to the Company, if at all.

                     About Universal Energy

Based in Lake Mary, Florida, Universal Energy Corp. --
http://www.universalenergycorp.info/-- is a small independent
energy company engaged in the acquisition and development of crude
oil and natural gas leases in the United States.  The Company
pursues oil and gas prospects in partnership with oil and gas
companies with exploration, development and production expertise.
Its prospect areas currently consist of land in Louisiana and
Texas.  Its common stock is quoted for trading on the OTC Bulletin
Board under the symbol UVSE.


UNIVISION COMMS: Fitch Reports Modest & Uneven Outlook for Sector
-----------------------------------------------------------------
Despite expectations for a soft macroeconomic environment, Fitch
Ratings' credit outlook for the Media & Entertainment sector for
2010 is stable.  Fitch believes the worst of the advertising
downturn has passed, but the risk of a double-dip recession
remains present going into 2010.  With political and Olympic ads
tightening available ad inventory, Fitch expects ad pricing to
stabilize (flat to plus/minus low single digits) in 2010 against
weak prior-year comparable periods.  

Fitch believes that some mediums will be left behind even in an ad
recovery.  Fitch expects print mediums, namely newspapers, yellow
pages and consumer magazines, to be down again off very easy
comparable periods due to permanent shifts in advertiser sentiment
and excess ad inventory that will plague the industry for years to
come.  Radio is likely to be flat to down slightly; and outdoor,
which typically lags, should begin a slow recovery later in the
year.  Broadcast TV will be an early beneficiary of increased ad
demand with cable nets and large market TV broadcast affiliates
also poised to participate in a potentially modest rebound.  

It is Fitch's view that the economic downturn has begun to reshape
the competitive landscape in favor of financially and
operationally stronger entities.  However, this will be a gradual,
multi-year process and Fitch now anticipates the current glut of
ad inventory (particularly in local markets) to endure the
downturn.  Even though owners of these weaker entities may not
achieve returns that exceed their cost of capital, balance sheets
of weak local players will continue to be restructured, ad
capacity from fringe enterprises like the CW and MyNetwork could
remain in place, new ownership will delay (what Fitch believes to
be) the inevitable failure of certain newspapers and outdoor
displays will remain empty rather than be torn down.  The affect
of this activity will be a degree of pricing and margin pressure
that negatively affects all local ad-market participants (strong
and weak alike) in the near term.

Operational Considerations: Media's Evolution Will Continue But
Mitigants Exist:

  -- Audience fragmentation will persist throughout 2010, but,
     positively, the pace of legitimate new media entrants should
     slow.  Fitch believes the field of legitimate on-line
     platforms is possibly set in video and music.  Fitch does not
     expect new Internet radio platforms to emerge, and the shift
     of eyeballs in video will likely occur to existing players,
     including the conglomerates' own sites.  This will keep
     recent efforts for cross-media measurements at the forefront
     in 2010.  Similarly, the pace of new cable networks should
     slow in 2010.  

Usage of time-shifting will continue to ramp up in 2010.  Fitch
remains cautious regarding the touted benefits (to advertisers) of
DVR usage.  However, it is not illogical to extrapolate results to
date (the fast forwarding of commercials is largely offset by
increased viewing) with an expanding universe of users, and is
already factored into C+3 pricing.  Over the longer-term, Fitch
continues to expect time shifting to be most detrimental to local
broadcast affiliates.

  -- Recognizing that media conglomerates' ratings are anchored by
     their cable networks portfolios, Fitch does not expect
     canceling cable subscriptions and going online only (Cutting
     the Cord) to be a major threat in 2010.  While viewers want
     100% on-demand optionality, Fitch continues to believe they
     also want a back-bone of live TV channel line-ups.

  -- On the surface, the TV Everywhere concept as proposed by
     Comcast and Time Warner appears to be a sound secular risk
     mitigation initiative for all parties.  However, distribution
     companies may face challenges in convincing content companies
     to broadly sign-on.  Some content companies may push for
     incremental pricing on 'authentication' offerings in an
     effort to find revenue growth opportunities and to give
     consumers a larger choice.  Fitch believes any incremental
     pricing that is packaged in a way that gives the content
     companies the ability to reach consumers without the
     distributors runs the risk of having consumers migrate
     towards a la carte viewing habits.

  -- Fitch expects the four major broadcast networks to remain in
     2010.  However, at least one of the four could explore
     becoming a cable network as early as 2011, and Fitch believes
     NBC and ABC are the most logical candidates.  While the
     departure of one of the four networks would be detrimental to
     that affiliate group, it would actually be a material boost
     for the remaining three networks and affiliate groups.  

  -- Increases in movie piracy will exacerbate existing pressure
     on DVD sales from the recession and kiosk pricing.  Websites
     and P2P protocols are now available that allow the streaming
     and illegal sharing of video without onerous download times.  
     Fitch does not expect the theatrical window to be materially
     affected by piracy due to the viewing experience (social,
     quality, etc).  Movie studios will continue to emphasize cost
     controls in an attempt to make the theatrical window less of
     a loss-leader.  The FCC's recent statements on net neutrality
     that specifically exclude illegal activity are a positive
     development for content companies.  Fitch does not expect
     piracy to be a material concern for the TV studios so long as
     incremental pay walls are not erected around TV content.

  -- Proving that what goes up must come down, Fitch expects pay
     walls will be erected and dismantled in 2010 as media
     companies (with print products) experiment with charging
     users for online content and are ultimately disappointed by
     the results.  With the exception of The Wall Street Journal,
     The New York Times, smaller local newspapers (that face less
     fierce cross-media competition) and business to business
     magazines, most media companies have too many competitors in
     their content niche to compel users to pay.  Free competitors
     are likely to capitalize on this de facto audience
     minimization strategy to gain share of viewers, and
     advertisers will be attracted to mediums and outlets that
     deliver scale.  Any attempt to exact price increases on the
     remaining paying users is more likely to accelerate their
     departure toward free alternatives than to offset the ad
     dollars lost from the lower audience base.  Parent companies
     will seek to halt the death spiral by re-opening most of
     their content broadly and dedicating efforts toward enhancing
     the user experience, content delivery/packaging and
     establishing partnerships with complementary content
     providers.  

Despite the aforementioned fragmentation and secular challenges,
the existing major media players will continue to be the largest
aggregators.  This includes the local broadcasters, which are
positioned to gain share from print (albeit, online will capture
large portions).  Additionally, increases in affiliate fees on
cable networks will also continue and should offset weakness in
advertising revenue streams and other businesses (DVD, print).

Capital Deployment: Acquisitions Could Heat Up But May Not
Negatively Affect Credit Profiles:

  -- Enhanced availability of capital has improved liquidity but
     it also presents new risks to bond holders in the form of
     heightened acquisition and buy-back activity.  With
     substantial cash balances and/or capacity at the investment
     grade level, some of the media conglomerates could turn their
     attention towards potential consolidation activity in 2010.  
     While the two remaining U.S. pure-play cable networks
     (Discovery and Scripps) could be attractive to some of the
     bigger media conglomerates, obstacles exist in the form of
     valuations, voting control, and an overall saturation of
     content.  

Film libraries will garner acquisition consideration in 2010,
however, Fitch expects activity could be accommodated within
existing rating categories.  Current pressures in the DVD market
should temper acquisition pricing, as should the recent internal
consolidation of the conglomerates' existing movie studios.  Other
than distribution synergies, Fitch believes there is little that
existing stand-alone movie studios could offer existing
conglomerates to warrant any pricing premiums.

While the continued global build-out of cable networks will keep
TV studios valuable, Fitch does not expect acquisitive activity in
this area as the conglomerates already have the infrastructure in
place to support an increase in production.  Nevertheless, the
build-out of International TV networks and content for those
networks will continue to be a major priority for the media
conglomerates.  Additional international investments for content
will likely continue in a measured way as Fitch has witnessed over
the last few years via joint ventures with local companies.

Fitch expects less money will be spent on defensive acquisitions
(high priced purchases of low/no profit online real estate) in
2010 versus the last few years.  This includes emerging core
competencies such as Internet radio and video web sites.  Fitch
would expect the same for non-core competencies such as social
networking and video gaming, however, Fitch does expect the latter
to continue to be a priority investment for organic cash flow.  

Fitch also expects minimal acquisition activity in traditional
local media in 2010, even in the unforeseen event of regulatory
changes.  The out-of-home sub-segment could garner interest from
potential acquirers, but Fitch would expect most activity to be
small bolt-on transactions.  

In general, Fitch believes large investment grade entities that do
participate in acquisition activity will do so prudently.  
Disney's proposed Marvel purchase and the widely expected
Comcast/NBC Universal transaction demonstrate that conglomerates
have the flexibility to pursue material acquisitions.  Large media
conglomerates have historically considered their credit ratings in
structuring potential transactions.  

  -- Amid the weakest advertising environment in history, credit
     quality for most U.S. media companies has generally held up.  
     In most cases, companies have aggressively restructured fixed
     costs, still generate positive free cash flow and can handle
     their maturity schedules organically.  However, the downturn
     has exhausted room for any acceleration of secular issues
     that will continue to afflict the industry.  It has also
     exhausted room for material debt funded buyback activity,
     although Fitch expects some shareholder friendly activity in
     2010 as management teams become more confident in their
     prospects and liquidity.  

Stable Credit Outlook:

In most cases, Fitch's comfort at existing ratings is supported by
the belief that companies can navigate the competitive dynamics
and that they have a willingness and ability to maintain their
overall credit profiles.  If secular issues accelerated beyond
Fitch's already conservative estimates, Fitch may adjust the
appropriate leverage parameters for a given company at a given
rating category over time.  The credit crisis has reminded boards
and management teams of the benefits of having investment grade
ratings, and Fitch presently anticipates media conglomerates would
strongly consider reducing financial risk commensurate with
increases in operating risk.  For these and other company-specific
reasons Fitch has largely maintained stable credit outlooks on
media conglomerates within the context of a starkly negative
operating environment -- believing that over the intermediate term
these companies have the commitment and capacity to maintain their
ratings.

Diversified Media

  -- CBS Corporation ('BBB'; Outlook Stable)
  -- Cox Enterprises ('BBB'; Outlook Stable)
  -- Discovery Communications LLC ('BBB'; Outlook Stable)
  -- Liberty Media LLC ('BB-'; Outlook Negative)
  -- The McGraw-Hill Companies ('A+'; Outlook Stable)
  -- News Corporation ('BBB'; Outlook Stable)
  -- Thomson Reuters Corporation ('A-'; Outlook Stable)
  -- Time Warner Inc.('BBB'; Outlook Stable)
  -- Viacom, Inc. ('BBB'; Outlook Stable)
  -- The Walt Disney Company ('A'; Outlook Stable)

Publishing, Printing, TV and Radio Broadcasting

  -- Belo ('BB-'; Outlook Negative)
  -- The McClatchy Company ('C'; No Outlook)
  -- R.R. Donnelley & Sons Co. ('BBB'; Outlook Stable)
  -- Univision Communications ('B'; Outlook Stable)

Entertainment - Movie Exhibitors, Music

  -- AMC Entertainment ('B'; Outlook Stable)
  -- Regal Entertainment ('B+'; Outlook Stable)
  -- Warner Music Group ('BB-'; Outlook Stable)

Business Products/Services, Ad Agencies

  -- The Dun and Bradstreet Corporation ('A-'; Outlook Stable)
  -- The Interpublic Group of Companies ('BB+'; Outlook Positive)
  -- The Nielsen Company ('B'; Outlook Stable)
  -- Omnicom ('A-'; Outlook Stable)


VERMILLION INC: Committee Hires NHB as Financial Advisor
--------------------------------------------------------
NachmanHaysBrownstein, Inc., has been engaged as Financial Advisor
to the Official Committee of Unsecured Creditors of Vermillion,
Inc., in its Chapter 11 proceeding in the United States Bankruptcy
Court for the District of Delaware.

The engagement is led by NHB Principal Ted Gavin, CTP, leader of
the firm's Creditors Services Group, one of the nation's most
active creditor committee advisory practices.  NHB is the
country's premier mid-market turnaround and crisis management
firms, having been included among the "Outstanding Turnaround
Firms" in Turnarounds & Workouts for the past fifteen consecutive
years.  NHB has its headquarters near Philadelphia and has offices
in New York, Boston, Denver, Dallas, Los Angeles and Wilmington,
DE.

Other recent NHB bankruptcy engagements include Financial Advisor
to the Official Committee of Unsecured Creditors in In re American
Community Newspapers, et al. (Delaware); Financial Advisor to the
Official Committee of Unsecured Creditors in In re Nepal
Corporation, et al. (Delaware); Financial Advisor to the Official
Committee of Unsecured Creditors in In re We Recycle, Inc.
(Southern District of New York); Financial Advisor to the Official
Committee of Unsecured Creditors in In re PPI Holdings, Inc., et
al. (Delaware); Financial Advisor to the Official Committee of
Unsecured Creditors in In re Broadstripe, LLC (Delaware), Chief
Restructuring Officer in U.S. Mortgage, and Financial Advisor to
the Debtor in In Re DD-OH Family Partners (d/b/a Oskar Huber
Furniture) (New Jersey).

                 About NachmanHaysBrownstein

NachmanHaysBrownstein, Inc. -- http://www.nhbteam.com/-- is one  
of the country's leading turnaround and crisis management firms,
having been included among the ten or so "Outstanding Turnaround
Firms" in Turnarounds & Workouts for the past fifteen consecutive
years.  NHB demonstrates leadership in corporate renewal by
creating value and preserving capital through turnaround and
crisis management, financial advisory, investment banking and
fiduciary services to financially challenged companies throughout
America, as well as through their investors, lenders and trade
creditors.  NHB focuses on producing lasting performance
improvement, and maximizing the business' value to stakeholders by
providing the leadership and credibility required to reconcile the
client's objectives, economic reality and available alternatives
to establish an achievable goal.

                         About Vermillion

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to  
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Francis A. Monaco Jr., Esq., and Mark L.
Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rie, PLLC,
represent the Debtor as counsel.  At September 30, 2008, the
Debtor had $7,150,000 in total assets and $32,015,000 in total
liabilities.


VERMILLION INC: Files Amended Plan Ahead of Dec. 8 Outline Hearing
------------------------------------------------------------------
Vermillion, Inc. filed its First Amended Plan of Reorganization
and related amended Disclosure Statement with the United States
Bankruptcy Court for the District of Delaware.

A hearing to consider the adequacy of the Disclosure Statement is
presently scheduled for December 8, 2009, with the hearing on the
confirmation of the Plan scheduled for January 7, 2010.

"We are pleased to report that we have continued cooperation from
our stakeholders on the restructuring," said Gail Page, Vermillion
Executive Chairperson.  "We have also made significant progress
improving our balance sheet by equitizing most of our convertible
debt.  The principal balance of our 7% Senior Convertible Notes
due 2011 has now been reduced to $5 million."

Subject to approval of the creditors and the bankruptcy court, the
Company is poised to emerge from Chapter 11 in early January 2010.

                          About Vermillion

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to  
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California. Additional information about
Vermillion can be found on the Web at

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Francis A. Monaco Jr., Esq., and Mark L.
Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rie, PLLC,
represent the Debtor as counsel.  At September 30, 2008, the
Debtor had $7,150,000 in total assets and $32,015,000 in total
liabilities.


VIKING SYSTEMS: Amends September 30 Form 10-Q Quarterly Report
--------------------------------------------------------------
Viking Systems, Inc., filed Amendment No. 1 to its Quarterly
Report on Form 10-Q/A for the quarterly period ended September 30,
2009, to correct the statement of operations for the three months
ended September 30, for an error made when deriving the three
month results from the reported nine month results.  Viking said
the correction does not affect the balance sheet at September 30,
2009, or its statements of operations or its statement of cash
flows for the nine months ended September 30, 2009.

For the quarter ended September 30, 2009, the Company reported a
net loss of $205,624 from a net loss of $43,599 for the year ago
period.  For the nine months ended September 30, 2009, the Company
reported a net loss of $882,669 from a net loss of $5,055,726 for
the year ago period.

Net Sales were $1,995,614 for the quarter ended September 30,
2009, from $1,585,826 for the year ago period.  Net Sales were
$5,149,504 for the nine months ended September 30, 2009, from
$4,447,528 for the year ago period.

At September 30, 2009, the Company had $2,968,719 in total assets
against $2,122,546 in total liabilities.  At September 30, 2009,
the Company had $26,106,328 in accumulated deficit and $846,173 in
stockholders' equity.

A full-text copy of Amendment No. 1 is available at no charge at:

             http://ResearchArchives.com/t/s?4b15

                     Going Concern Doubt

The report dated April 15, 2009, from the Company's independent
registered public accounting firm, Squar, Milner, Peterson,
Miranda & Williamson, LLP, on the Company's financial statements
for the year ended December 31, 2008, included a going concern
explanatory paragraph in which they stated that there was
substantial doubt regarding the Company's ability to continue as a
going concern.  The Company's independent auditors pointed to the
Company's significant operating losses and negative operating cash
flows.

                     About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,  
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.


VONAGE HOLDINGS: Receives Final Court OK of 2006 IPO Settlement
---------------------------------------------------------------
Vonage Holdings Corp. on December 4, 2009, received final Court
approval for a settlement of litigation brought on behalf of a
class of stockholders relating to the Company's initial public
offering, In re Vonage Initial Public Offering Securities
Litigation, Civ. A. No. 07-cv-177 (D.N.J.).

The settlement includes a release and dismissal of all stockholder
claims against the Company and its individual directors and
officers who were named as defendants.  The settlement will be
funded by the Company's liability insurance under the D&O policy.

As reported by the Troubled Company Reporter on June 26, 2009,
Vonage reached an agreement in principle to settle litigation
against the Company brought on behalf of a class of shareholders
relating to the Company's IPO.

The settlement includes a release and dismissal of all stockholder
claims against the Company and its individual directors and
officers who were named as defendants.  It is still subject to
final documentation and approval by the U.S. District Court for
the District of New Jersey.  According to the CLASS ACTION
REPORTER, the settlement will be funded by Vonage's liability
insurance under the Company's D&O policy.  As a result, the
Company will incur no additional litigation settlement costs other
than nominal administrative fees and expenses.

In the 2006 IPO, investors bought the shares for $17 each, then
saw the value fall 13% when they opened for trading on May 24, The
Associated Press.  The stock traded at 0.42 at the close of
business on June 24.

Motley Rice LLC filed suit on behalf of shareholders a week after
the IPO.  According to AP, the suit alleged Vonage erred when it
reserved 13.5% of the IPO shares for customers of phone service.
These were not serious investors, the suit alleged, and the
failure of some of them to pay for the shares exacerbated the
decline in share value.

                       About Vonage Holdings

Based in Holmdel, New Jersey, Vonage Holdings Corp. is a
technology company that leverages software to enable high-quality
voice and messaging services across multiple devices and locations
over broadband networks.  Vonage's technology serviced roughly
2.45 million subscriber lines as of September 30, 2009.  While
customers in the United States represented 94% of Vonage's
subscriber lines at September 30, 2009, the Company also serves
customers in Canada and in the United Kingdom.

At September 30, 2009, Vonage had $317,751,000 in total assets
against $419,681,000 in total liabilities, resulting in
stockholders' deficit of $101,930,000.  At December 31, 2008, the
Company had stockholders' deficit of $90,742,000.  The Company's
September 30 balance sheet showed strained liquidity: The Company
had $129,369,000 in total current assets against $152,009,000 in
total current liabilities.


WEGENER CORPORATION: Receives Non-Compliance Notice From Nasdaq
---------------------------------------------------------------
Wegener Corporation disclosed that on November 30, 2009, it
received a notice from The Nasdaq Stock Market indicating that the
Company's shareholders' equity as of August 28, 2009, did not meet
the minimum requirement of $2,500,000 for continued listing as set
forth in Continued Listing Standards for Primary Equity Securities
Rule 5550(b).  In addition, the notice stated, as of November 27,
2009, the Company did not meet the Equity Rule's alternatives of
(i) a market value of listed securities of $35 million, or (ii)
net income from continuing operations of $500,000 in the most
recently completed fiscal year or in two of the last three most
recently completed fiscal years.

In addition, as previously reported in a press release and a Form
8-K as filed with the Commission on August 22, 2008, the Company
previously received a notice from Nasdaq indicating that for the
last 30 consecutive business days, the bid price of the Company's
common stock had closed below the minimum $1.00 per share
requirement for continued inclusion under Marketplace Rule
4310(c)(4).  The notice also stated that the Company had been
provided with 180 calendar days, or until February 17, 2009, to
regain compliance in accordance with Marketplace Rule
4310(c)(8)(D).  On October 16, 2008, Nasdaq announced it had
temporarily suspended enforcement of the minimum bid price and
minimum market value of publicly held shares through January 16,
2009.  A subsequent suspension announced by Nasdaq extended the
enforcement date through July 31, 2009, which gave the Company
until December 7, 2009, to regain compliance with the Marketplace
Rule.  Because the Company will not be in compliance with the
Marketplace Rule or The Nasdaq Capital Market initial listing
criteria on December 7, 2009, the Nasdaq staff will then provide
written notification that our securities will be delisted.

The Company currently intend to appeal any determination by the
Nasdaq staff to delist its securities to a Listing Qualifications
Panel pursuant to the Marketplace Rule.  In addition, the Company
currently intends to exercise its right, as provided under Nasdaq
procedures, to present a plan to regain compliance with the Equity
Rule, including a time line for compliance, at a hearing before a
Listing Qualifications Panel.  Nasdaq staff has informed the
Company that any appeal and submission of a plan for compliance
with the minimum shareholders' equity and minimum share bid price
rules would be presented at a single hearing.  No assurances can
be given that such appeal and submission of a plan for compliance,
if made and presented, will be successful.  The Company's
securities will continue to be listed on Nasdaq during this appeal
process.

                    Going Concern Audit Opinion

Wegener Corporation, in compliance with Nasdaq Marketplace Rule
5250(b)(2), also announced that the audit report included in the
Company's Annual Report on Form 10-K for the fiscal year ended
August 28, 2009 expresses an unqualified audit opinion from its
independent registered public accounting firm, BDO Seidman, LLP,
but contains an explanatory paragraph relating to the Company's
ability to continue as a going concern.

                 David E. Chymiak Promissory Note

On November 30, 2009, the maturity date of the Company's unsecured
Promissory Note in the amount of two hundred and fifty thousand
dollars ($250,000) was extended until May 31, 2010.

                          ABOUT WEGENER

WEGENER(R) (Wegener Communications, Inc.), --
http://www.wegener.com/-- is a wholly-owned subsidiary of Wegener  
Corporation.  The Company is an international provider of digital
video and audio solutions for broadcast television, radio, telco,
private and cable networks.  With over 30 years experience in
optimizing point-to-multipoint multimedia distribution over
satellite, fiber, and IP networks, WEGENER offers a comprehensive
product line that handles the scheduling, management and delivery
of media rich content to multiple devices, including video
screens, computers and audio devices.  WEGENER focuses on long-
and short-term strategies for bandwidth savings, dynamic
advertising, live events and affiliate management.

WEGENER's product line includes: iPump(R) media servers for
file-based and live broadcasts; COMPEL(R) Network Control and
COMPEL(R) Conditional Access for dynamic command, monitoring and
addressing of multi-site video, audio, and data networks; and the
Unity(R) satellite media receivers for live radio and video
broadcasts.  Applications served include: digital signage, linear
and file-based TV distribution, linear and file-based radio
distribution, Nielsen rating information, broadcast news
distribution, business music distribution, corporate
communications, video and audio simulcasts.


WINN-DIXIE: Burden of Proof Can Shift in Complicated Case
---------------------------------------------------------
WestLaw reports that the usual rules governing which party bears
the burden of proof during the claims allowance process did not
lend themselves to a contested matter arising out of a Chapter 11
debtor's objection to a proof of claim filed by a creditor
asserting an exclusive three-year right to provide services to the
debtor in connection with the procurement and sale of all
merchandise that the debtor acquired or sold via the Internet or
similar electronic means.  The complicated nature of the
transactions that were the subject of the creditor's claim made it
appropriate to require the creditor to present its case first at
trial and to bear the burden of persuasion to substantiate the
validity and amount of its claim by a preponderance of the
evidence.  The purpose of the Rule recognizing the prima facie
validity of a proof of claim executed and filed in accordance with
Bankruptcy Rules is to reduce the time that the court would be
required to spend on objections and to reduce the time and expense
for the "usual" creditor in a bankruptcy case.  In re Winn-Dixie
Stores, Inc., --- B.R. ----, 2009 WL 3762406 (Bankr. M.D. Fla.)
(Funk, J.).

Based in Jacksonville, Florida, Winn-Dixie Stores Inc. (Nasdaq:
WINN) -- <http://www.winn-dixie.com/>http://www.winn-dixie.com/--  
is one of the nation's
largest food retailers.  The company operates grocery stores in
Florida, Alabama, Louisiana, Georgia, and Mississippi.  The
Company, along with 23 of its U.S. subsidiaries, filed for chapter
11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817
through 05-03840).

When the Debtors filed for protection from their creditors, they
listed $2,235,557,000 in total assets and $1,870,785,000 in total
debts.  The Honorable Jerry A. Funk confirmed Winn-Dixie's Joint
Plan of Reorganization on Nov. 9, 2006.  Winn-Dixie emerged from
bankruptcy on Nov. 21, 2006.

Reorganized Winn-Dixie is represented by Stephen D. Busey, Esq.,
at Smith Hulsey & Busey in Jacksonville.


WISE METALS: In Talks with Lenders to Extend Loan Maturity
----------------------------------------------------------
Wise Metals Group LLC said it is working with lenders to negotiate
an extension to the term of its revolving and secured credit
facility.  The Company's credit facility matures May 5, 2010.

Wise Metals said there can be no assurance that the Company will
be successful in obtaining an extension or additional financing on
favorable terms, or at all.

The Company said if it is not able to successfully negotiate a new
facility prior to termination of the current facility, it will
seek alternative sources of funding.

Wise Metals reported a net loss of $19,894,000 for the three
months ended September 30, 2009, from a net loss of $27,574,000
for the year ago period.  Wise Metals reported a net loss of
$76,137,000 for the nine months ended September 30, 2009, from a
net loss of $44,262,000 for the year ago period.  

Net sales for the three months ended September 30, 2009, were
$177,076,000 from $296,945,000 for the year ago period.  Net sales
for the nine months ended September 30, 2009, were $496,482,000
from $962,611,000 for the year ago period.

At September 30, 2009, the Company had $463,398,000 in total
assets against total current liabilities of $556,022,000, total
non-current liabilities of $166,789,000, and redeemable preferred
membership interest of $89,976,000.  At September 30, 2009, the
Company's members' deficit was $349,389,000.

At September 30, 2009, the Company had drawn $217.9 million on the
revolving and secured credit facility.  In addition, the Company
had approximately $1.0 million of outstanding letters of credit
against the $274 million revolving credit line which was reduced
on April 30, 2009 from $300 million with Amendment No. 16 to the
credit agreement.  Availability as calculated under the revolving
and secured credit facility at September 30, 2009, was $13.2
million subject to minimum availability level.  Should commodity
prices increase significantly or should the Company need to
increase working capital levels to accommodate increased sales
levels, borrowings under the facility can increase to as high as
the maximum level under the agreement of
$274 million as of April 30, 2009, subject to borrowing base
limitations.

The fair value of the Company's debt at September 30, 2009, was
$387.4 million compared to $305.7 million at December 31, 2008 due
mostly to the increased borrowings under the revolving line of
credit.

The Company has incurred significant losses in the past three
years as a result of unfavorable contracts, commodity pricing
pressures, volume and liquidity issues which have had a negative
impact on cash flows.  During 2008 and the first nine months of
2009, management took active steps to improve its contracts,
improve productivity, reduce costs and implement new machinery to
expand product offerings to include wider coil to supply the 14-
out market.  Management believes these investments, which were
completed in 2009, have strengthened their competitive position by
increasing capacity and product offerings and reducing operating
costs while maintaining industry-leading quality standards.  The
market for the Company's products remains quite competitive.  The
Company is entering into new supply contacts for 2010, including a
multi-year contract to supply Anheuser-Busch InBev.  The Company
believes the new supply contracts will provide for more effective
pass throughs of its costs than did its prior contracts.  The
Company expects to have substantially all of its capacity
committed under these contracts.

A full-text copy of the Company's quarterly results on Form 10-Q
is available at no charge at http://ResearchArchives.com/t/s?4b19

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4b1a

                      About Wise Metals Group

Wise Metals Group LLC is a holding company formed for the purpose
of managing the operations of Wise Alloys LLC, Wise Recycling LLC,
Listerhill Total Maintenance Company LLC and Alabama Electric
Motor Services LLC.  Wise Alloys LLC manufactures and sells
aluminum can stock and related aluminum products primarily to
aluminum can producers.  Wise Recycling LLC is engaged in the
recycling and sale of scrap aluminum and other non-ferrous metals.  
Listerhill Total Maintenance Company LLC specializes in providing
maintenance, repairs and fabrication to manufacturing and
industrial plants all over the world ranging from small onsite
repairs to complete turn-key maintenance.  Alabama Electric Motor
Services LLC specializes in the service, repair, and replacement
of electric motors and pumps.


WOODVIEWS AT ST. PAUL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: The Woodviews at St. Paul Limited Partnership
        5817 Allentown Way
        Temple Hills, MD 20748
          
Bankruptcy Case No.: 09-33676

Chapter 11 Petition Date: December 4, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard S. Basile, Esq.
                  6305 Ivy Lane, Ste. 416
                  Greenbelt, MD 20770
                  Tel: (301) 441-4900
                  Fax: (301) 441-2404
                  Email: rearsb@gmail.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 Carl S. Williams, authorized agent of
the Company.


YL WEST: Files Schedules of Assets and Liabilities
--------------------------------------------------
YL West 87th Street, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $74,000,000
  B. Personal Property               $84,518
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $50,263,166
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $181,128
                                 -----------      -----------
        TOTAL                    $74,084,518      $50,444,294

New York-based YL West 87th Street, LLC, is owned by YL West 87th
Holdings I. LLC.  The Company filed for Chapter 11 bankruptcy
protection on November 13, 2009 (Bankr. S.D.N.Y. Case No. 09-
16786).  YL West 87th Holdings also filed for bankruptcy.  Brian
J. Hufnagel, Esq., and Gary M. Kushner, Esq., at Forchelli, Curto,
Deegan, Schwartz, Mineo, Cohn & Terrana, LLP, assist YL West 87th
Street in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


* 2009's Bank Closings Rise to 130 as Six Banks Shut Friday
-----------------------------------------------------------
Regulators closed six banks December 4 -- Greater Atlantic Bank,
Reston, VA; Benchmark Bank, Aurora, IL; AmTrust Bank, Cleveland,
OH; The Tattnall Bank, Reidsville, GA; First Security National
Bank, Norcross, GA; and The Buckhead Community Bank, Atlanta, GA.
-- raising the total closings for this year to 130.

The Federal Deposit Insurance Corporation was appointed receiver
for the bank.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Central Bank, Stillwater,
Minnesota, to assume all of the deposits of Commerce Bank of
Southwest Florida.  The closings will cost an additional
$23.6 million to the already depleted insurance fund of the FDIC.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

      1. Depositors
      2. General Unsecured Creditors
      3. Subordinated Debt
      4. Stockholders

                    552 Banks on Problem List

The Federal Deposit Insurance Corp. said in its Quarterly Banking
Profile released November 24 that the number of insured
institutions on the agency's "Problem List" rose from 416 to 552
during the quarter, and total assets of "problem" institutions
increased from $299.8 billion to $345.9 billion.  Both the number
and assets of "problem" institutions are now at the highest level
since the end of 1993.

Total assets of the nation's 8,099 FDIC-insured commercial banks
and savings institutions decreased by $54.3 billion (0.4%) during
the third quarter of 2009.  Total deposits increased by $79.8
billion (0.9%) during the quarter, primarily due to activity in
foreign offices, which was up $81.9 billion (5.6%).

FDIC's deposit insurance fund (DIF) decreased by $18.6 billion
during the third quarter to a negative $8.2 billion primarily
because of $21.7 billion in additional provisions for bank
failures.  Also, unrealized losses on available-for-sale
securities, combined with operating expenses, reduced the fund by
$1.1 billion.  Accrued assessment income added $3.0 billion to the
fund during the quarter, and interest earned, combined with
realized gains from sale of securities and surcharges from the
Temporary Liquidity Guarantee Program, added $1.2 billion.

Fifty insured institutions with combined assets of $68.8 billion
failed during the third quarter of 2009, the largest number since
the second quarter of 1990 when 65 insured institutions failed.
Ninety-five insured institutions with combined assets of $104.7
billion failed during the first three quarters of 2009, at a
currently estimated cost to the DIF of $25.0 billion.  As of
November 20, the list has risen to 124.

The DIF's reserve ratio was negative 0.16% on September 30, 2009,
down from 0.22% on June 30, 2009, and 0.76% one year ago. The
September 30, 2009, reserve ratio is the lowest reserve ratio for
a combined bank and thrift insurance fund since June 30, 1992,
when the ratio was negative 0.20%.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Today's report shows that while bank and thrift earnings
have improved, the effects of the recession continue to be
reflected in their financial performance," FDIC Chairman Sheila
Bair said in a November 24 statement.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

                Problem Institutions      Failed Institutions
                --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
Q3'09             552      $345,900          50        $68,800
Q2'09             416      $299,800          24        $26,400
Q1'09             305      $220,047          21         $9,498
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Sept. 30, 2009, is available for free at:

       http://bankrupt.com/misc/FDIC_QBP_Q3_09.pdf

                     2009 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

                                Loss-Share
                                Transaction Party     FDIC Cost
                   Assets of    Bank That Assumed   to Insurance
                   Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
Greater Atlantic Bank   $203.0    Sonabank, McLean, Va.    $35.0
Benchmark Bank          $170.0    MB Financial Bank        $64.0
AmTrust Bank, Clev.  $12,000.0    New York Community    $2,000.0
The Tattnall Bank        $49.6    HeritageBank of South    $13.9
First Security Nat'l    $128.0    State Bank and Trust     $30.1
The Buckhead Community  $874.0    State Bank and Trust    $241.4
Commerce Bank            $79.7    CB, Stillwater           $23.6
Pacific Coast Nat'l     $134.4    Sunwest Bank             $27.4
Orion Bank, Naples    $2,700.0    IBERIABANK              $615.0
Century Bank            $728.0    IBERIABANK              $344.0
United Security         $157.0    Ameris Bank              $58.0
Gateway Bank             $27.7    Central Bank, Kansas      $9.2
Prosperan Bank          $199.5    Alerus Financial         $60.1
United Commercial    $11,200.0    East West Bank        $1,400.0
Home Federal Savings     $14.9    Liberty Bank             $12.8
Bank USA, N.A.     \
Calif. National    |
San Diego Nat'l    |
Pacific National   |
Park National      | $19,400.0    U.S. Bank, NA         $2,500.0
Comm. Bank Lemont  |
North Houston      |
Madisonville State |
Citizens National  /
First DuPage Bank       $279.0    First Midwest Bank       $59.0
Partners Bank            $65.5    Stonegate Bank           $28.6
American United Bank    $111.0    Ameris Bank              $44.0
Bank of Elmwood         $327.4    Tri City Nat'l          $101.4
Flagship Nat'l Bank     $190.0    First Federal            $59.0
Riverview Community     $108.0    Central Bank, Stillwater $20.0
Hillcrest Bank Florida   $83.0    Stonegate Bank           $45.0

San Joaquin Bank        $775.0    Citizens Business       $103.0
Warren Bank, Warren     $538.0    Huntington Nat'l        $275.0
Southern Colorado        $31.9    Legacy Bank, Wiley        $6.6
Jennings State Bank      $56.3    Central Bank, Stillwater $11.7
Georgian Bank         $2,000.0    First Citizens B&T      $892.0
Irwin Union FSB         $493.0    First Financial Bank }  $850.0
Irwin Union B&T       $2,700.0    First Financial Bank }
Brickwell Community      $72.0    CorTrust Bank            $22.0
Corus Bank, NA        $7,000.0    MB Fin'l              $1,700.0
Venture Bank            $970.0    First-Citizens          $298.0
First State Bank        $105.0    Sunwest Bank             $47.0
Vantus Bank             $458.0    Great Southern          $168.0
First Bank, Kansas       $16.0    Great American            $6.0
Platinum Community      $345.6    -- None --              $114.3
InBank                  $212.0    MB Financial             $66.0
Mainstreet Bank         $459.0    Central Bank             $95.0
Affinity Bank         $1,000.0    Pacific Western         $254.0
Bradford Bank           $452.0    M&T Buffalo              $97.0
First Coweta Bank       $167.0    United Bank              $48.0
Guaranty Bank        $13,000.0    BBVA Compass          $3,000.0
CapitalSouth Bank       $617.0    IBERIABANK              $151.0
ebank, Atlanta, GA      $143.0    Stearns Bank            $163.0
Colonial Bank        $25,000.0    BB&T                  $2,800.0
Union Bank, N.A.        $124.0    MidFirst                 $61.0
Community Bank Nev    $1,520.0    FDIC-Created            $781.5
Community Bank Ariz     $158.5    MidFirst Bank            $25.5
Dwelling House           $13.4    PNC Bank, N.A.            $6.8
First State Bank        $463.0    Stearns Bank, N.A.      $116.0
Community National       $97.0    Stearns Bank, N.A.       $24.0
Community First         $209.0    Home Federal             $45.0
Integrity Bank          $119.0    Stonegate Bank,          $46.0
Mutual Bank           $1,600.0    United Central          $696.0
First BankAmericano     $166.0    Crown Bank               $15.0
First State, Altus      $103.4    Herring Bank, Amarillo   $25.2
Peoples Community       $705.8    First Financial Bank    $129.5
Waterford Village        $61.4    Evans Bank, N.A.          $5.6
SB - Gwinnett       \             State Bank & Trust   \
SB - North Fulton   |             State Bank & Trust   |
SB - Jones County   | $2,800.0    State Bank & Trust   |  $807.0
SB - Houston County |             State Bank & Trust   |
SB - North Metro    |             State Bank & Trust   |
SB - Bibb County    /             State Bank & Trust   /
Temecula Valley       $1,500.0    First-Citizen           $391.0
Vineyard Bank         $1,900.0    Calif. Bank             $579.0
BankFIrst, Sioux        $275.0    Alerus Financial         $91.0
First Piedmont          $115.0    First American           $29.0
Bank of Wyoming          $70.0    Central Bank             $27.0
John Warner Bank         $70.0    State Bank               $10.0
1st State Winchest.      $36.0    First Nat'l               $6.0
Rock River Bank          $77.0    Harvard State            $27.6
Elizabeth State          $55.5    Galena State             $11.2
1st Nat'l Danvi